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

FORM 10-K

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2015
 
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
Commission File Number:  1-13274
 
MACK-CALI REALTY CORPORATION
(Exact Name of Registrant as specified in its charter)
 
 
Maryland     22-3305147
(State or other jurisdiction of   
incorporation or organization)  
(IRS Employer
Identification No.)
 
 
343 Thornall Street, Edison, New Jersey       08837-2206
(Address of principal executive offices) (Zip code)
 
                                                                                                                   
(732) 590-1000
(Registrant’s telephone number, including area code)

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

 
(Title of Each Class)  (Name of Each Exchange on Which Registered)
 
Common Stock, $0.01 par value     
 
New York Stock Exchange
 
                                                                                                   
Securities registered pursuant to Section 12(g) of the Act:
None

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

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

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

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

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

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

Large accelerated filer  x                                                                                                Accelerated filer  ¨

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

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

As of June 30, 2015, the aggregate market value of the voting stock held by non-affiliates of the registrant was $1,613,161,608.  The aggregate market value was computed with reference to the closing price on the New York Stock Exchange on such date.  This calculation does not reflect a determination that persons are affiliates for any other purpose.  The registrant has no non-voting common stock.

As of February 22, 2016, 89,594,391 shares of common stock, $0.01 par value, of the Company (“Common Stock”) were outstanding.

LOCATION OF EXHIBIT INDEX:  The index of exhibits is contained herein on page number 117.

DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the registrant’s definitive proxy statement for fiscal year ended December 31, 2015 to be issued in conjunction with the registrant’s annual meeting of shareholders expected to be held on June 1, 2016 are incorporated by reference in Part III of this Form 10-K.  The definitive proxy statement will be filed by the registrant with the SEC not later than 120 days from the end of the registrant’s fiscal year ended December 31, 2015.
 


 
 
 


 
       
       
FORM 10-K
      
       
Table of Contents
    
       
PART I
    
Page No.
Item 1
  
Business
3
Item 1A
  
Risk Factors
10
Item 1B
  
Unresolved Staff Comments
20
Item 2
  
Properties
21
Item 3
  
Legal Proceedings
35
Item 4
  
Mine Safety Disclosures
35
       
PART II
      
Item 5
  
Market for Registrant’s Common Equity, Related Stockholder Matters
  
   
and Issuer Purchases of Equity Securities
36
Item 6
  
Selected Financial Data
39
Item 7
  
Management’s Discussion and Analysis of Financial Condition and
  
   
Results of Operations
40
Item 7A
  
Quantitative and Qualitative Disclosures About Market Risk
61
Item 8
  
Financial Statements and Supplementary Data
62
Item 9
  
Changes in and Disagreements with Accountants on Accounting and
  
   
Financial Disclosure
62
Item 9A
  
Controls and Procedures
62
Item 9B
  
Other Information
63
       
PART III
      
Item 10
  
Directors, Executive Officers and Corporate Governance
64
Item 11
  
Executive Compensation
64
Item 12
  
Security Ownership of Certain Beneficial Owners and Management
  
   
and Related Stockholder Matters
64
Item 13
  
Certain Relationships and Related Transactions, and Director Independence
64
Item 14
  
Principal Accounting Fees and Services
64
       
PART IV
      
Item 15
  
Exhibits and Financial Statement Schedules
65
       
SIGNATURES
    
115
       
EXHIBIT INDEX
  
117
       
       

 

 
2
 

PART I

ITEM 1.                 BUSINESS

GENERAL
Mack-Cali Realty Corporation, a Maryland corporation, together with its subsidiaries (collectively the “Company”), is a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”) that owns and operates a real estate portfolio comprised predominantly of Class A office and office/flex properties located primarily in the Northeast with a recent emphasis on expansion into the multi-family rental sector in the same markets.  The Company performs substantially all real estate leasing, management, acquisition, development and construction services on an in-house basis.  Mack-Cali Realty Corporation was incorporated on May 24, 1994.  The Company’s executive offices are located at 343 Thornall Street, Edison, New Jersey 08837-2206, and its telephone number is (732) 590-1000.  The Company has an internet website at www.mack-cali.com.

As of December 31, 2015, the Company owned or had interests in 275 properties, consisting of 147 office and 109 flex properties, totaling approximately 29.9 million square feet, leased to approximately 1,900 commercial tenants and 19 multi-family rental properties containing 5,644 residential units, plus developable land (collectively, the “Properties”).  The Properties are comprised of: (a) 223 wholly-owned or Company-controlled properties consisting of 111 office buildings and 106 flex buildings aggregating approximately 24.2 million square feet and six multi-family properties totaling 1,301 apartments, (collectively, the “Consolidated Properties”); and (b) 36 office properties totaling approximately 5.6 million square feet, 13 multi-family properties totaling 4,343 apartments, two retail properties totaling 81,700 square feet and a 350-room hotel, which are owned by unconsolidated joint ventures in which the Company has investment interests.  Unless otherwise indicated, all references to square feet represent net rentable area.  As of December 31, 2015, the office and flex properties included in the Consolidated Properties were 86.2 percent leased.  Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future, and leases that expire at the period end date.  Leases that expired as of December 31, 2015 aggregate 69,522 square feet, or 0.3 percent of the net rentable square footage.  The Properties are located in seven states, primarily in the Northeast, and the District of Columbia.  See Item 2: Properties.

On June 3, 2015, Mitchell E. Rudin joined the Company as its Chief Executive Officer and Michael J. DeMarco joined the Company as its President and Chief Operating Officer.  The Company’s new management team assessed the Company’s historical strategy of focusing its operations, acquisition and development of office properties in high-barrier-to-entry markets and sub-markets where it believes it is, or can become, a significant and preferred owner and operator.  In September 2015, the Company announced a three-year strategic initiative to transform into a more concentrated owner of New Jersey Hudson River waterfront and transit-oriented office properties and a regional owner of luxury multi-family residential properties. In furtherance of this strategy, the Company has commenced a comprehensive review of its portfolio and operations and is developing a business strategy that focuses on reshaping its portfolio over time.  As part of this plan, the Company anticipates that it may dispose of a significant portion of its properties that do not meet its long-term goals, and, in September 2015, compiled a list of its properties that it considers as non-core to its ongoing operations.  Specifically, the Company considers a non-core property to have one or more of the following attributes:  (1) assets that do not offer an opportunity to create a competitive advantage; (2) assets that produce a low cash yield; (3) assets which have physical attributes that constrain their market competitiveness; and (4) assets located in low growth markets.  The Company believes that the potential sales of these non-core properties over time would result in total estimated sales proceeds ranging from approximately $600 million to $800 million. 

The Company believes that its Properties have excellent locations and access and are well-maintained and professionally managed.  As a result, the Company believes that its Properties attract high quality tenants and residents, and achieve high rental, occupancy and tenant retention rates within their markets.  The Company also believes that its extensive market knowledge provides it with a significant competitive advantage, which is further enhanced by its strong reputation for, and emphasis on, delivering highly responsive, professional management services.
 
BUSINESS STRATEGIES
Operations
Reputation: The Company has established a reputation as a highly-regarded landlord with an emphasis on delivering quality customer service in buildings it owns and/or manages.  The Company believes that its continued success depends in part on enhancing its reputation as an operator of choice, which will facilitate the retention of current tenants and residents and the attraction of new tenants and residents.  The Company believes it provides a superior level of service to its customers, which should in turn, allow the Company to maintain occupancy rates, at or above market levels, as well as improve tenant retention.
 
 
 
 
3
 

 
Communication with tenants: The Company emphasizes frequent communication with its customers to ensure first-class service to the Properties.  Property management personnel generally are located on site at the Properties to provide convenient access to management and to ensure that the Properties are well-maintained.  Property management’s primary responsibility is to ensure that buildings are operated at peak efficiency in order to meet both the Company’s and tenants’ needs and expectations.  Property management personnel additionally budget and oversee capital improvements and building system upgrades to enhance the Properties’ competitive advantages in their respective markets and to maintain the quality of the Properties.

The Company’s in-house leasing representatives for its office portfolio develop and maintain long-term relationships with the Company’s diverse tenant base and coordinate leasing, expansion, relocation and build-to-suit opportunities.  This approach allows the Company to offer office space in the appropriate size and location to current or prospective tenants in any of its sub-markets.

The Company’s in-house multi-family rental management team emphasizes meticulous attention to detail and an unwavering commitment to customer service to complement the quality, design excellence and luxury living attributes of its multi-family rental properties.  The Company believes this strategy will enable the Company to buttress management’s reputation with the market-leading designs, amenities and features of its multi-family rental properties to attract quality residents.

Portfolio Management: The Company plans to continue to own and operate a portfolio of office and office/flex properties in high-barrier-to-entry markets, with a primary focus in the Northeast.  The Company also expects to continue to complement its core portfolio of office and office/flex properties by pursuing acquisition and development opportunities in the multi-family rental sector. The Company’s primary objectives are to maximize operating cash flow and to enhance the value of its portfolio through effective management, acquisition, development and property sales strategies.

The Company seeks to maximize the value of its existing office and office/flex portfolio through implementing operating strategies designed to produce the highest effective rental and occupancy rates and lowest tenant installation costs within the markets that it operates, and further within the parameters of those markets.  The Company continues to pursue internal growth through leasing vacant space, re-leasing space at the highest possible effective rents in light of current market conditions with contractual rent increases and developing or redeveloping office space for its diverse base of high credit quality tenants, including Daiichi Sankyo, Bank of Tokyo-Mitsubishi FUJI Ltd and The United States of America - GSA.  In addition, the Company seeks economies of scale through volume discounts to take advantage of its size and dominance in particular sub-markets, and operating efficiencies through the use of in-house management, leasing, marketing, financing, accounting, legal, development and construction services.

The Company continually reviews its portfolio and opportunities to divest office and office/flex properties that, among other things, no longer meet its long-term strategy, have reached their potential, are less efficient to operate or can be sold at attractive prices when market conditions are favorable.  The Company anticipates redeploying the proceeds from sales of office and office/flex properties to develop, redevelop and acquire multi-family rental properties, as well as reposition certain office properties into multi-family/mixed use properties, in its core Northeast sub-markets as part of its overall strategy to reposition its portfolio from office and office/flex to a mix of office, office/flex and multi-family rental properties.

The Company believes that the opportunity to invest in multi-family development properties at higher returns on cost will position the Company to potentially produce higher levels of net operating income than if the Company were to only purchase stabilized multi-family properties at market returns.  The Company anticipates that it will be several years before its multi-family development projects are income-producing.  The Company believes that the transition to a company with a greater proportion of its properties in the multi-family residential sector will ultimately result in the creation of greater shareholder value than remaining a primarily suburban commercial office company, in part due to the lower capitalization rates associated with the multi-family sector.

Acquisitions: The Company also believes that growth opportunities exist through acquiring operating properties or properties for redevelopment with attractive returns in its core Northeast sub-markets where, based on its expertise in leasing, managing and operating properties, it believes it is, or can become, a significant and preferred owner and operator.  The Company intends either directly or through joint ventures to acquire, invest in or redevelop additional properties, that: (i) are expected to provide attractive long-term yields; (ii) are well-located, of high quality and competitive in their respective sub-markets; (iii) are located in its existing sub-markets or in sub-markets in which the Company is or can become a significant and preferred owner and operator; and (iv) it believes have been under-managed or are otherwise capable of improved performance through intensive management, capital improvements and/or leasing that should result in increased effective rental and occupancy rates.

The Company has entered into and may continue in the future to enter into joint ventures (including limited liability companies and partnerships) through which it would own an indirect economic interest of less than 100 percent of a property owned directly by such joint ventures, and may include joint ventures that the Company does not control or manage, especially in connection with its expansion into the multi-family rental sector. The decision to pursue property acquisitions either directly or through joint ventures is based on a variety of factors and considerations, including: (i) the economic and tax terms required by a seller or co-developer of a property; (ii) the Company’s desire to diversify its portfolio by expanding into the multi-family rental sector and achieve a blended portfolio of office and multi-family rental properties by market and sub-market; (iii) the Company’s goal of maintaining a strong balance sheet; and (iv) the Company’s expectation that, in some circumstances, it will be able to achieve higher returns on its invested capital or reduce its risk if a joint venture vehicle is used.  Investments in joint ventures are not limited to a specified percentage of the Company’s assets.  Each joint venture agreement is individually negotiated, and the Company’s ability to operate and/or dispose of its interests in a joint venture in its sole discretion may be limited to varying degrees depending on the terms of the joint venture agreement.  Many of the Company’s joint venture agreements entitle it to receive leasing, management, development and similar fees and/or a promoted interest if certain return thresholds are met.  See Note 4: Investments in Unconsolidated Joint Ventures – to the Company’s Financial Statements.
 
 
 
4
 

 
Development: The Company seeks to selectively develop additional properties either directly or through joint ventures where it believes such development will result in a favorable risk-adjusted return on investment in coordination with the above operating strategies.  The Company identifies development opportunities primarily through its local market presence.  Such development primarily will occur:  (i) in stable core Northeast sub-markets where the demand for such space exceeds available supply; and (ii) where the Company is, or can become, a significant and preferred owner and operator.  As part of the Company’s strategy to expand its multi-family rental portfolio, the Company may consider development opportunities with respect to improved land with existing commercial uses and seek to rezone the sites for multi-family rental use and development.  As a result of competitive market conditions for land suitable for development, the Company may be required to hold land prior to construction for extended periods while entitlements or rezoning is obtained.  The Company also may undertake repositioning opportunities that may require the expenditure of significant amounts of capital.

Property Sales: While management’s principal intention is to own and operate its properties on a long-term basis, it periodically assesses the attributes of each of its properties, with a particular focus on the supply and demand fundamentals of the sub-markets in which they are located.  As a result of this assessment during 2015, the Company has identified non-core office properties that it may sell over time for total estimated sales proceeds that it believes may be between approximately $600 million and $800 million.  The Company continually reviews its portfolio and opportunities to divest properties that, among other things, no longer meet its long-term strategy, have reached their potential, are less efficient to operate, or can be sold at attractive prices when market conditions are favorable.

Financial
The Company currently intends to maintain a ratio of debt-to-undepreciated assets (total debt of the Company as a percentage of total undepreciated assets) of 50 percent or less, however there can be no assurance that the Company will be successful in maintaining this ratio.  As of December 31, 2015 and 2014, the Company’s total debt constituted approximately 39.0 percent and 37.3 percent of total undepreciated assets of the Company, respectively.  Although there is no limit in the Company’s organizational documents on the amount of indebtedness that the Company may incur, the Company has entered into certain financial agreements which contain covenants that limit the Company’s ability to incur indebtedness under certain circumstances.  The Company intends to utilize the most appropriate sources of capital for future acquisitions, development, capital improvements and other investments, which may include funds from operating activities, proceeds from property and land sales, joint venture capital, and short-term and long-term borrowings (including draws on the Company’s revolving credit facility), and the issuance of additional debt or equity securities.

EMPLOYEES

As of December 31, 2015, the Company had approximately 530 full-time employees.

COMPETITION

The leasing of real estate is highly competitive.  The Properties compete for tenants and residents with lessors and developers of similar properties located in their respective markets primarily on the basis of location, the quality of properties, leasing terms (including rent and other charges and allowances for tenant improvements), services or amenities provided, the design and condition of the Properties, and reputation as an owner and operator of quality properties in the relevant markets.  Additionally, the number of competitive multi-family rental properties in a particular area could have a material effect on the Company’s ability to lease residential units and on rents charged.  In addition, other forms of multi-family rental properties or single family housing provide alternatives to potential residents of multi-family properties.  The Company competes with other entities, some of which may have significant resources or who may be willing to accept lower returns or pay higher prices than the Company in terms of acquisition and development opportunities.  The Company also experiences competition when attempting to acquire or dispose of real estate, including competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension trusts, trust funds, partnerships, individual investors and others. 
 
 
 
5
 

 
REGULATIONS

Many laws and governmental regulations apply to the ownership and/or operation of the Properties and changes in these laws and regulations, or their interpretation by agencies and the courts, occur frequently.

Under various laws and regulations relating to the protection of the environment and human health, an owner of real estate may be held liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in the property.  These laws often impose liability without regard to whether the owner was responsible for, or even knew of, the presence of such substances.  The presence of such substances may adversely affect the owner’s ability to rent or sell the property or to borrow using such property as collateral and may expose it to liability resulting from any release of, or exposure to, such substances.  Persons who arrange for the disposal or treatment of hazardous or toxic substances at another location may also be liable for the costs of re­moval or remediation of such substances at the disposal or treatment facility, whether or not such facility is owned or operated by such person.  Certain environmental laws impose liability for the release of asbestos-containing materials into the air, and third parties may also seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials and other hazardous or toxic substances.

In connection with the ownership (direct or indirect), operation, management and development of real properties, the Company may be considered an owner or operator of such properties or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, potentially liable for removal or remediation costs, as well as certain other related costs, including governmental penalties and injuries to persons and property.

There can be no assurance that (i) future laws, ordinances or regulations will not impose any material environmental liability, (ii) the current environmental condition of the Properties will not be affected by tenants, by the condition of land or operations in the vicinity of the Properties (such as the presence of underground storage tanks), or by third parties unrelated to the Company, or (iii) the Company’s assessments reveal all environmental liabilities and that there are no material environmental liabilities of which the Company is aware.  If compliance with the various laws and regulations, now existing or hereafter adopted, exceeds the Company’s budgets for such items, the Company’s ability to make expected distributions to stockholders could be adversely affected.

There are no other laws or regulations which have a material effect on the Company’s operations, other than typical federal, state and local laws affecting the development and operation of real property, such as zoning laws.

INDUSTRY SEGMENTS

The Company operates in three industry segments:  (i) commercial and other real estate, (ii) multi-family real estate, and (iii) multi-family services.  As of December 31, 2015, the Company does not have any foreign operations and its business is not seasonal.  Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segments.

SIGNIFICANT TENANTS

As of December 31, 2015, no tenant accounted for more than 10 percent of the Company’s consolidated revenues.

RECENT DEVELOPMENTS
 
Acquisitions
On December 23, 2015, the Company acquired a vacant 147,241 square-foot office property located in the Mack-Cali Business Campus in Parsippany, New Jersey, for approximately $10.3 million, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.  This property is currently in redevelopment by the Company.


 
6
 

On November 12, 2015, the Company acquired a 196,128 square-foot, 95.6 percent leased office property adjacent to an existing Mack-Cali property located in Edison, New Jersey, for approximately $53.1 million, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.

Dispositions
On June 26, 2015, the Company sold its 203,506 square foot office property located at 14 Sylvan Way in Parsippany, New Jersey for net sales proceeds of approximately $80 million, with a gain of approximately $24.7 million from the sale.

Impairments on Properties Held and Used
In September 2015, the Company announced a three-year strategic initiative to transform the Company into a more concentrated owner of New Jersey Hudson River waterfront and transit-oriented office properties and a regional owner of luxury multi-family residential properties.  In connection with the transformation of the Company’s portfolio, management began developing a disposition plan in September 2015, which will be an ongoing assessment process.  Through this plan, the Company, in the coming years, expects to dispose of primarily office properties considered non-core to its ongoing operations.  As a result, at September 30, 2015, the Company evaluated the recoverability of the carrying values of these non-core properties, and determined that due to the shortening of the expected periods of ownership, it was necessary to reduce the carrying values of 22 rental properties to their estimated fair values.  Accordingly, the Company recorded an impairment charge of $158.6 million at September 30, 2015 reducing the aggregate carrying values of these properties from $554.3 million to their estimated fair values of $395.7 million.  At December 31, 2015, as a result of its periodic evaluation of the recoverability of the carrying values resulting from its ongoing assessment of non-core properties, the Company recorded an additional impairment charge of $33.7 million.

Four of the Company’s office properties are collateral for a mortgage loan that matured on August 11, 2014, with a principal balance of $63.3 million as of December 31, 2015.  The loan was not repaid at maturity and the Company is in discussions with the lender regarding potential options in satisfaction of the obligation (see Note 10: Mortgages, Loans Payable and Other Obligations).   As of September 30, 2015, the Company estimated that the carrying value of three of these properties, aggregating 479,877 square feet and located in Roseland and Parsippany, New Jersey, may not be recoverable over their anticipated holding periods.  In order to reduce the carrying values of the properties to their estimated fair values, the Company recorded impairment charges of $5.6 million at September 30, 2015, which resulted from the current decline in leasing activity and market rents of the properties identified.   The Company had previously recorded impairment charges on these properties at September 30, 2013 of $12.5 million.

Development Activity
On October 6, 2015, the Company entered into a joint venture partnership with XS Port Imperial Hotel, LLC (“XS”) to form XS Hotel Urban Renewal Associates LLC (“XS Hotel URA”) for the development and ownership of a 364-key dual branded hotel property located in Weehawken, New Jersey (“Port Imperial Hotel”).  Concurrently, the Company and XS entered into a separate joint venture partnership to form XS Hotel Associates, L.L.C. (“XS Hotel”) for the management and operations of the completed hotel development.  The Company holds a 90 percent interest and XS holds the remaining 10 percent interest in the consolidated joint ventures, XS Hotel URA and XS Hotel, with the Company having full and complete authority, power, and discretion to manage and control the ventures’ business, affairs, and property.  The construction of the Port Imperial Hotel is estimated to cost a total of $105.9 million, which will be funded by a $94 million construction loan with the balance to be funded with members’ capital.  Upon closing, Mack-Cali’s initial contribution was $27.3 million, which included a capital credit of $23.7 million for its contributed Hotel Condominium Land unit, and XS Hotel’s initial contribution was $3 million.  As of December 31, 2015, the Company incurred development costs of $1.5 million and estimates it will need to fund an additional $3.3 million for the completion of the project.

The Company owns developable land to accommodate a multi-phase development project of approximately 1,034-unit multi-family rental property located in Malden, Massachusetts.  The initial phase commenced construction of 292 units in the third quarter of 2015 (the “Chase II Project”).  The Chase II Project is estimated to cost a total of $74.9 million (of which the Company has incurred $22.1 million through December 31, 2015) and is expected to be ready for occupancy by second quarter 2017.  The Company estimates it will need to fund additional costs of $4.8 million for the completion of the Chase II Project.  On December 16, 2015, the Company obtained a construction loan with a maximum borrowing amount of $48 million (with no outstanding balance as of December 31, 2015), which bears interest at a rate of LIBOR plus 2.25 percent, reducing to LIBOR plus 2.0 percent subject to achieving certain conditions and matures in December 2018.

On April 1, 2015, the Company acquired vacant land to accommodate a two-phase development of 365 multi-family residential units located in Worcester, Massachusetts (“the CitySquare Project”) for a purchase price of $3.1 million with an additional $1.25 million to be paid (which is accrued as of December 31, 2015), subject to certain conditions, in accordance with the terms of the purchase and sale agreement.  The purchase price for the acquisition was funded primarily through borrowing under the Company’s unsecured revolving credit facility.  The first phase with 237 units started construction in the third quarter 2015 with anticipated initial deliveries in the second quarter 2017.  The second phase, with 128 units, is projected to begin construction in 2017.  On December 10, 2015, the Company obtained a construction loan with a maximum borrowing amount of $41.5 million (with no outstanding balance as of December 31, 2015), which bears interest at a rate of LIBOR plus 2.5 percent, reducing to LIBOR plus 2.25 percent subject to achieving certain conditions and matures in December 2018.  Total development costs are estimated to be approximately $92.5 million (of which $9.1 million was incurred by the Company through December 31, 2015 and estimates it will need to fund an additional $41.9 million for the completion of the project).  
 
 
 
7
 

 
On May 21, 2014, the Company entered into a joint venture agreement with Ironstate Harborside-A LLC (“ISA”) to form Harborside Unit A Urban Renewal, L.L.C. (“URL-Harborside”), a newly-formed joint venture that will develop, own and operate a high-rise tower of approximately 763 multi-family apartment units above a parking pedestal to be located on land contributed by the Company at its Harborside complex in Jersey City, New Jersey (the “URL Project”).  The Company owns an 85 percent interest in URL-Harborside and the remaining interest is owned by ISA, with shared control over major decisions such as approval of budgets, property financings and leasing guidelines.  The construction of the URL Project is estimated to cost a total of approximately $320 million (of which development costs of $210.2 million have been incurred by URL-Harborside through December 31, 2015).  The URL Project is projected to be ready for occupancy by the fourth quarter of 2016.  The venture has a construction/permanent loan with a maximum borrowing amount of $192 million (with $63.9 million outstanding as of December 31, 2015), which bears interest at a rate of 5.197 percent and matures in August 2029.  The Company does not expect to fund any future development costs of the project, as future development costs will be funded by using the loan financing.

The Company owns a 76.25 percent interest in a consolidated joint venture which is constructing a 108-unit multi-family development rental property located in Eastchester, New York (the “Eastchester Project”).  The project is expected to be ready for occupancy by the second quarter of 2016.  The Eastchester Project is estimated to cost a total of $50 million (of which development costs of $29.6 million have been incurred through December 31, 2015).  The venture has a $28.8 million construction loan (with $10.9 million outstanding as of December 31, 2015).  The Company expects to fund approximately $20.9 million for the development of the project (of which, as of December 31, 2015, the Company has incurred $14.7 million of the development costs and estimates it will need to fund an additional $6.2 million for the completion of the project. 

Appointment of executive officers
On June 3, 2015, the Company announced the appointments of Mitchell E. Rudin as chief executive officer and Michael J. DeMarco as president and chief operating officer of the Company, effective immediately.  The Company entered into employment agreements dated June 3, 2015 with each of Messrs. Rudin and DeMarco (together, the “Executive Employment Agreements”) that each provide as follows:

·  
A term that ends on December 31, 2018 (the “Employment Term”) unless earlier terminated;
·  
An annual base salary for each of Messrs. Rudin and DeMarco of $700,000, subject to potential merit increases (but not decreases) each year;
·  
A target annual bonus opportunity of one hundred percent (100%) of base salary, or $700,000, for each of Messrs. Rudin and DeMarco, with a threshold bonus of fifty percent (50%) of base salary, or $350,000, and a maximum bonus of two hundred percent (200%) of base salary, or $1,400,000, a pro rata bonus opportunity for 2015 based on the assessment of the Executive Compensation and Option Committee of the Board of Directors (“Committee”) of each executive’s development of a strategic plan for the Company and bonuses for 2016 and subsequent years to be based on objective performance goals to be established annually by the Committee;
·  
2015 long-term incentive (“LTI”) awards under the Company’s 2013 Incentive Stock Plan (the “2015 LTI Awards”), consisting of the granting to each of Messrs. Rudin and DeMarco on June 5, 2015 of 18,775.27 restricted stock units (“RSUs”) subject to time-based vesting over three years, and of 56,325.82 performance share units (“PSUs”) which will vest from 0 to 150 percent of the number of PSUs granted based on the Company’s total shareholder return relative to a peer group of equity office REITs over a three-year performance period; and
·  
The grant on June 5, 2015 (the “Grant Date”) to each of Messrs. Rudin and DeMarco of options to purchase 400,000 shares of the Company’s common stock, exercisable for a period of ten years with an exercise price equal to the closing price of the Company’s common stock on the NYSE on the Grant Date (which price was $17.31 per share), with 200,000 of such options vesting in three equal annual installments commencing on the first anniversary of the Grant Date, and 200,000 of such options vesting if the Company’s common stock trades at or above $25.00 per share for 30 consecutive trading days while Mr. Rudin and Mr. DeMarco is employed, as applicable, or on or before June 30, 2019 if Mr. Rudin and Mr. DeMarco is employed for the entire Employment Term (except if the executive’s employment has been terminated by the Company for cause following expiration of the Employment Term). 
 
 
 
8
 

 
Operations
Several of the Company’s core office markets have shown signs of recent improvement.  The percentage leased in the Company’s consolidated portfolio of stabilized operating commercial properties was 86.2 percent at December 31, 2015, as compared to 84.2 percent at December 31, 2014 and 86.1 percent at December 31, 2013.  Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future and leases that expire at the period end date.  Leases that expired as of December 31, 2015, 2014 and 2013 aggregate 69,522, 205,220 and 690,895 square feet, respectively, or 0.3, 0.8 and 2.5 percentage of the net rentable square footage, respectively.  The Company believes that commercial vacancy rates have stabilized in most of its markets and may decrease in some of its markets through 2016.

FINANCING ACTIVITY

On January 7, 2016, the Company obtained a new $350 million unsecured term loan, which matures in January 2019 with two one-year extension options.  The interest rate for the new term loan is currently 140 basis points over LIBOR, subject to adjustment on a sliding scale based on the Company's unsecured debt ratings, or at the Company's option, a defined leverage ratio.  The Company entered into interest rate swap arrangements to fix LIBOR for the duration of the term loan. Including costs, the loan provides for a current all-in fixed rate of 3.12 percent.  The proceeds from the loan were used primarily to repay outstanding borrowings on its unsecured revolving credit facility and to repay the Company's $200 million, 5.8 percent senior unsecured notes that matured on January 15, 2016.

AVAILABLE INFORMATION

The Company’s internet website is www.mack-cali.com.  The Company makes available free of charge on or through its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after it electronically files or furnishes such materials to the Securities and Exchange Commission.  In addition, the Company’s internet website includes other items related to corporate governance matters, including, among other things, the Company’s corporate governance principles, charters of various committees of the Board of Directors, and the Company’s code of business conduct and ethics applicable to all employees, officers and directors.  The Company intends to disclose on its internet website any amendments to or waivers from its code of business conduct and ethics as well as any amendments to its corporate governance principles or the charters of various committees of the Board of Directors.  Copies of these documents may be obtained, free of charge, from our internet website.  Any shareholder also may obtain copies of these documents, free of charge, by sending a request in writing to: Mack-Cali Investor Relations Department, 343 Thornall Street, Edison, NJ  08837-2206.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We consider portions of this report, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act.  Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items.  Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “continue” or comparable terminology.  Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate.  Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved.  Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements.

Among the factors about which we have made assumptions are:

·  
risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our tenants and residents;
·  
the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;
·  
the extent of any tenant bankruptcies or of any early lease terminations;
·  
our ability to lease or re-lease space at current or anticipated rents;
·  
changes in the supply of and demand for our properties;
·  
changes in interest rate levels and volatility in the securities markets;
·  
our ability to complete construction and development activities on time and within budget, including without limitation obtaining regulatory permits and the availability and cost of materials, labor and equipment;
·  
forward-looking financial and operational information, including information relating to future development projects, potential acquisitions or dispositions, and projected revenue and income;
·  
changes in operating costs;
·  
our ability to obtain adequate insurance, including coverage for terrorist acts;
·  
our credit worthiness and the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense;
·  
changes in governmental regulation, tax rates and similar matters; and
·  
other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants or residents will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
 
 
 
9
 

 
For further information on factors which could impact us and the statements contained herein, see Item 1A: Risk Factors.  We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.


ITEM 1A.      RISK FACTORS

Our results from operations and ability to make distributions on our equity and debt service on our indebtedness may be affected by the risk factors set forth below.  All investors should consider the following risk factors before deciding to purchase securities of the Company.  The Company refers to itself as “we” or “our” in the following risk factors.

Adverse economic and geopolitical conditions in general and the Northeastern suburban office markets in particular could have a material adverse effect on our results of operations, financial condition and our ability to pay distributions to you.

Our business may be affected by the continuing volatility in the financial and credit markets, the general global economic conditions, continuing high unemployment, and other market or economic challenges experienced by the U.S. economy or the real estate industry as a whole.  Our business also may be adversely affected by local economic conditions, as substantially all of our revenues are derived from our properties located in the Northeast, particularly in New Jersey and New York. Because our portfolio currently consists primarily of office and office/flex buildings (as compared to a more diversified real estate portfolio) located principally in the Northeast, if economic conditions persist or deteriorate, then our results of operations, financial condition and ability to service current debt and to pay distributions to our shareholders may be adversely affected by the following, among other potential conditions:

·  
significant job losses in the financial and professional services industries may occur, which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted;
·  
our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from both our existing operations and our acquisition and development activities and increase our future interest expense;
·  
reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans;
·  
the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors;
·  
reduced liquidity in debt markets and increased credit risk premiums for certain market participants may impair our ability to access capital; and
·  
one or more lenders under our line of credit could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.

These conditions, which could have a material adverse effect on our results of operations, financial condition and ability to pay distributions, may continue or worsen in the future.
 
 
 
10
 

 
Our performance is subject to risks associated with the real estate industry.
General: Our business and our ability to make distributions or payments to our investors depend on the ability of our properties to generate funds in excess of operating expenses (including scheduled principal payments on debt and capital expenditures).  Events or conditions that are beyond our control may adversely affect our operations and the value of our Properties.  Such events or conditions could include:

·  
changes in the general economic climate and conditions;
·  
changes in local conditions, such as an oversupply of office space, a reduction in demand for office space, or reductions in office market rental rates;
·  
an oversupply or reduced demand for multi-family apartments caused by a decline in household formation, decline in employment or otherwise;
· decreased attractiveness of our properties to tenants and residents;
· competition from other office and office/flex and multi-family properties;
· development by competitors of competing multi-family communities;
· unwillingness of tenants to pay rent increases;
·  
rent control or rent stabilization laws, or other housing laws and regulations that could prevent us from raising multi-family rents to offset increases in operating costs;
· our inability to provide adequate maintenance;
·  
increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents;
·  
changes in laws and regulations (including tax, environmental, zoning and building codes, landlord/tenant and other  housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance;
·  
changes in interest rate levels and the availability of financing;
·  
the inability of a significant number of tenants or residents to pay rent;
·  
our inability to rent office or multi-family rental space on favorable terms; and
·  
civil unrest, earthquakes, acts of terrorism and other natural disasters or acts of God that may result in uninsured losses.

We may suffer adverse consequences if our revenues decline since our operating costs do not necessarily decline in proportion to our revenue: We earn a significant portion of our income from renting our properties.  Our operating costs, however, do not necessarily fluctuate in relation to changes in our rental revenue.  This means that our costs will not necessarily decline even if our revenues do.  Our operating costs could also increase while our revenues do not.  If our operating costs increase but our rental revenues do not, we may be forced to borrow to cover our costs and we may incur losses.  Such losses may adversely affect our ability to make distributions or payments to our investors.

Financially distressed tenants may be unable to pay rent: If a tenant defaults, we may experience delays and incur substantial costs in enforcing our rights as landlord and protecting our investments.  If a tenant files for bankruptcy, we cannot evict the tenant solely because of the bankruptcy and a potential court judgment rejecting and terminating such tenant’s lease (which would subject all future unpaid rent to a statutory cap) could adversely affect our ability to make distributions or payments to our investors as we may be unable to replace the defaulting tenant with a new tenant at a comparable rental rate without incurring significant expenses or a reduction in rental income.

Renewing leases or re-letting space could be costly: If a tenant does not renew its lease upon expiration or terminates its lease early, we may not be able to re-lease the space on favorable terms or at all.  If a tenant does renew its lease or we re-lease the space, the terms of the renewal or new lease, including the cost of required renovations or concessions to the tenant, may be less favorable than the current lease terms, which could adversely affect our ability to make distributions or payments to our investors.

Adverse developments concerning some of our major tenants and industry concentrations could have a negative impact on our revenue: We have tenants concentrated in various industries that may be experiencing adverse effects of current economic conditions.  For instance, 14.8 percent of our revenue is derived from tenants in the Securities, Commodity Contracts and Other Financial industry, 10.7 percent from tenants in the Insurance Carriers and Related Activities industry and 7.5 percent from tenants in the Manufacturing industry.  Our business could be adversely affected if any of these industries suffered a downturn and/or these tenants or any other tenants became insolvent, declared bankruptcy or otherwise refused to pay rent in a timely manner or at all.
 
 
 
11
 

 
Our insurance coverage on our properties may be inadequate or our insurance providers may default on their obligations to pay claims: We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire and flood.  We cannot guarantee that the limits of our current policies will be sufficient in the event of a catastrophe to our properties.  We cannot guarantee that we will be able to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices.  In addition, while our current insurance policies insure us against loss from terrorist acts and toxic mold, in the future, insurance companies may no longer offer coverage against these types of losses, or, if offered, these types of insurance may be prohibitively expensive.  If any or all of the foregoing should occur, we may not have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available.  Should an uninsured loss or a loss in excess of our insured limits occur, we could lose all or a portion of the capital we have invested in a property or properties, as well as the anticipated future revenue from the property or properties.  Nevertheless, we might remain obligated for any mortgage debt or other financial obligations related to the property or properties.  We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future.  If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property.  Such events could adversely affect our ability to make distributions or payments to our investors.  If one or more of our insurance providers were to fail to pay a claim as a result of insolvency, bankruptcy or otherwise, the nonpayment of such claims could have an adverse effect on our financial condition and results of operations.  In addition, if one or more of our insurance providers were to become subject to insolvency, bankruptcy or other proceedings and our insurance policies with the provider were terminated or canceled as a result of those proceedings, we cannot guarantee that we would be able to find alternative coverage in adequate amounts or at reasonable prices.  In such case, we could experience a lapse in any or adequate insurance coverage with respect to one or more properties and be exposed to potential losses relating to any claims that may arise during such period of lapsed or inadequate coverage.

Illiquidity of real estate limits our ability to act quickly: Real estate investments are relatively illiquid.  Such illiquidity may limit our ability to react quickly in response to changes in economic and other conditions.  If we want to sell an investment, we might not be able to dispose of that investment in the time period we desire, and the sales price of that investment might not recoup or exceed the amount of our investment.  The prohibition in the Internal Revenue Code of 1986, as amended (the “Code”), and related regulations on a real estate investment trust holding property for sale also may restrict our ability to sell property.  In addition, we acquired a significant number of our properties from individuals to whom the Operating Partnership issued Units as part of the purchase price.  In connection with the acquisition of these properties, in order to preserve such individual’s income tax deferral, we contractually agreed not to sell or otherwise transfer the properties for a specified period of time, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate individuals for the income tax consequences of the recognition of such built-in-gains.  As of December 31, 2015, seven of our properties, with an aggregate net book value of approximately $57.1 million, were subject to these restrictions which expire in 2016.  For those properties where such restrictions have lapsed, we are generally required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the appropriate individuals.  110 of our properties, with an aggregate net book value of approximately $1.3 billion, have lapsed restrictions and are subject to these conditions.  The above limitations on our ability to sell our investments could adversely affect our ability to make distributions or payments to our investors.

We may not be able to dispose of non-core office assets within our anticipated timeframe or at favorable prices: In connection with our three year strategic initiative announced in September 2015, we identified non-core office properties that we may sell over time at total estimated sales proceeds we believe will range between $600 million and $800 million.  While we intend to dispose of these properties opportunistically over time, there can be no assurance that these dispositions will be completed during the three year period of our strategic initiative.  In addition, market conditions will impact our ability to dispose of these properties, and there can be no assurance that we will be successful in disposing of these properties for their estimated sales prices.  A failure to dispose of these properties for their estimated market values as planned could have a material adverse effect on our ability to finance our acquisition and development plans.

New acquisitions, including acquisitions of multi-family rental real estate, may fail to perform as expected and will subject us to additional new risks:  We intend to and may acquire new properties, primarily in the multi-family rental sector, assuming that we are able to obtain capital on favorable terms.  Such newly acquired properties may not perform as expected and may subject us to unknown liability with respect to liabilities relating to such properties for clean-up of undisclosed environmental contamination or claims by tenants, residents, vendors or other persons against the former owners of the properties.  Inaccurate assumptions regarding future rental or occupancy rates could result in overly optimistic estimates of future revenues.  In addition, future operating expenses or the costs necessary to bring an acquired property up to standards established for its intended market position may be underestimated. The search for and process of acquiring such properties will also require a substantial amount of management’s time and attention.  As our portfolio shifts from primarily commercial office properties to increasingly more multi-family rental properties we will face additional and new risks such as:
 
 
 
12
 

 
·  
shorter-term leases of one-year on average for multi-family rental communities, which allow residents to leave after the term of the lease without penalty;
·  
increased competition from other housing sources such as other multi-family rental communities, condominiums and single-family houses that are available for rent as well as for sale;
·  
dependency on the convenience and attractiveness of the communities or neighborhoods in which our multi-family rental properties are located and the quality of local schools and other amenities;
·  
dependency on the financial condition of Fannie Mae or Freddie Mac which provide a major source of financing to the multi-family rental sector; and
·  
compliance with housing and other new regulations.

Americans with Disabilities Act compliance could be costly: Under the Americans with Disabilities Act of 1990 (“ADA”), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons.  Compliance with the ADA requirements could involve removal of structural barriers from certain disabled persons’ entrances.  Other federal, state and local laws may require modifications to or restrict further renovations of our properties with respect to such accesses.  Although we believe that our properties are substantially in compliance with present requirements, noncompliance with the ADA or related laws or regulations could result in the United States government imposing fines or private litigants being awarded damages against us.  Such costs may adversely affect our ability to make distributions or payments to our investors.

Environmental problems are possible and may be costly: Various federal, state and local laws and regulations subject property owners or operators to liability for the costs of removal or remediation of certain hazardous or toxic substances located on or in the property.  These laws often impose liability without regard to whether the owner or operator was responsible for or even knew of the presence of such substances.  The presence of or failure to properly remediate hazardous or toxic substances (such as toxic mold, lead paint and asbestos) may adversely affect our ability to rent, sell or borrow against contaminated property and may impose liability upon us for personal injury to persons exposed to such substances.  Various laws and regulations also impose liability on persons who arrange for the disposal or treatment of hazardous or toxic substances at another location for the costs of removal or remediation of such substances at the disposal or treatment facility.  These laws often impose liability whether or not the person arranging for such disposal ever owned or operated the disposal facility.  Certain other environmental laws and regulations impose liability on owners or operators of property for injuries relating to the release of asbestos-containing or other materials into the air, water or otherwise into the environment.  As owners and operators of property and as potential arrangers for hazardous substance disposal, we may be liable under such laws and regulations for removal or remediation costs, governmental penalties, property damage, personal injuries and related expenses.  Payment of such costs and expenses could adversely affect our ability to make distributions or payments to our investors.

We face risks associated with property acquisitions: We have acquired in the past, and our long-term strategy is to continue to pursue the acquisition of properties and portfolios of properties in New Jersey, New York and Pennsylvania and in the Northeast generally, and particularly residential properties, including large real estate portfolios that could increase our size and result in alterations to our capital structure.  We may be competing for investment opportunities with entities that have greater financial resources.  Several developers and real estate companies may compete with us in seeking properties for acquisition, land for development and prospective tenants. Such competition may adversely affect our ability to make distributions or payments to our investors by:

·  
reducing the number of suitable investment opportunities offered to us;
·  
increasing the bargaining power of property owners;
·  
interfering with our ability to attract and retain tenants;
·  
increasing vacancies which lowers market rental rates and limits our ability to negotiate rental rates; and/or
·  
adversely affecting our ability to minimize expenses of operation.

Our acquisition activities and their success are subject to the following risks:

·  
adequate financing to complete acquisitions may not be available on favorable terms or at all as a result of the continuing volatility in the financial and credit markets;
·  
even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition and risk the loss of certain non-refundable deposits and incurring certain other acquisition-related costs;
·  
the actual costs of repositioning or redeveloping acquired properties may be greater than our estimates;
·  
any acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that are not within our control, which may not be satisfied; and
·  
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and acquired properties may fail to perform as expected; which may adversely affect our results of operations and financial condition.
 
 
 
13
 

 
Development of real estate, including the development of multi-family rental real estate could be costly: As part of our operating strategy, we may acquire land for development or construct on owned land, under certain conditions.  Included among the risks of the real estate development business are the following, which may adversely affect our ability to make distributions or payments to our investors:

·  
financing for development projects may not be available on favorable terms;
·  
long-term financing may not be available upon completion of construction;
·  
failure to complete construction and lease-up on schedule or within budget may increase debt service expense and construction and other costs; and
·  
failure to rent the development at all or at rent levels originally contemplated.

Property ownership through joint ventures could subject us to the contrary business objectives of our co-venturers: We, from time to time, invest in joint ventures or partnerships in which we do not hold a controlling interest in the assets underlying the entities in which we invest, including joint ventures in which (i) we own a direct interest in an entity which controls such assets, or (ii) we own a direct interest in an entity which owns indirect interests, through one or more intermediaries, of such assets.  These investments involve risks that do not exist with properties in which we own a controlling interest with respect to the underlying assets, including the possibility that (i) our co-venturers or partners may, at any time, become insolvent or otherwise refuse to make capital contributions when due, (ii) we may be responsible to our co-venturers or partners for indemnifiable losses, (iii) we may become liable with respect to guarantees of payment or performance by the joint ventures, (iv) we may become subject to buy-sell arrangements which could cause us to sell our interests or acquire our co-venturer’s or partner’s interests in a joint venture, or (v) our co-venturers or partners may, at any time, have business, economic or other objectives that are inconsistent with our objectives.  Because we lack a controlling interest, our co-venturers or partners may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives.  While we seek protective rights against such contrary actions, there can be no assurance that we will be successful in procuring any such protective rights, or if procured, that the rights will be sufficient to fully protect us against contrary actions.  Our organizational documents do not limit the amount of available funds that we may invest in joint ventures or partnerships.  If the objectives of our co-venturers or partners are inconsistent with ours, it may adversely affect our ability to make distributions or payments to our investors.

Our performance is subject to risks associated with repositioning a significant portion of the Company’s portfolio from office to multi-family rental properties.
Repositioning the Company’s office portfolio may result in impairment charges or less than expected returns on office properties: There can be no assurance that the Company, as it seeks to reposition a portion of its portfolio from office to the multi-family rental sector will be able to sell office properties and purchase multi-family rental properties at prices that in the aggregate are profitable for the Company or are efficient use of its capital or that would not result in a reduction of the Company’s cash flow. Because real estate investments are relatively illiquid, it also may be difficult for the Company to promptly sell its office properties that are held or may be designated for sale promptly or on favorable terms, which could have a material adverse effect on the Company’s financial condition.  In addition, as the Company identifies non-core office properties that may be held for sale or that it intends to hold for a shorter period of time than previously, it may determine that the carrying value of a property is not recoverable over the anticipated holding period of the property.  As a result, the Company may incur impairment charges for certain of these properties to reduce their carrying values to the estimated fair market values.  See Note 3: Recent Transactions – Impairments on Properties Held and Used.  Moreover, as the Company seeks to reposition a portion of its portfolio from office to the multi-family rental sector, the Company may be subject to a Federal income tax on gain from sales of properties due to limitations in the Code and related regulations on a real estate investment trust’s ability to sell properties.  The Company intends to structure its property dispositions in a tax-efficient manner and avoid the prohibition in the Code against a real estate investment trust holding properties for sale.  There is no guaranty, however, that such dispositions can be achieved without the imposition of federal income tax on any gain recognized.


 
14
 

Unfavorable changes in market and economic conditions could adversely affect multi-family rental occupancy, rental rates, operating expenses, and the overall market value of our assets, including joint ventures. Local conditions that may adversely affect conditions in multi-family residential markets include the following:

·  
plant closings, industry slowdowns and other factors that adversely affect the local economy;
·  
an oversupply of, or a reduced demand for, apartment units;
·  
a decline in household formation or employment or lack of employment growth;
·  
the inability or unwillingness of residents to pay rent increases;
·  
rent control or rent stabilization laws, or other laws regulating housing, that could prevent us from raising rents to offset increases in operating costs; and
·  
economic conditions that could cause an increase in our operating expenses, such as increases in property taxes, utilities, compensation of on-site associates and routine maintenance.

Changes in applicable laws, or noncompliance with applicable laws, could adversely affect our operations or expose us to liability: We must develop, construct and operate our communities in compliance with numerous federal, state and local laws and regulations, some of which may conflict with one another or be subject to limited judicial or regulatory interpretations.  These laws and regulations may include zoning laws, building codes, landlord tenant laws and other laws generally applicable to business operations.  Noncompliance with applicable laws could expose us to liability.  Lower revenue growth or significant unanticipated expenditures may result from our need to comply with changes in (i) laws imposing remediation requirements and the potential liability for environmental conditions existing on properties or the restrictions on discharges or other conditions, (ii) rent control or rent stabilization laws or other residential landlord/tenant laws, or (iii) other governmental rules and regulations or enforcement policies affecting the development, use and operation of our communities, including changes to building codes and fire and life-safety codes.

Failure to succeed in new markets, or with new brands and community formats, or in activities other than the development, ownership and operation of residential rental communities may have adverse consequences: We are actively engaged in development and acquisition activity in new submarkets within our core, Northeast markets where we have owned and operated our historical portfolio of office properties.  Our historical experience with properties in our core, Northeast markets in developing, owning and operating properties does not ensure that we will be able to operate successfully in the new multi-family submarkets.  We will be exposed to a variety of risks in the multi-family submarkets, including:

·  
an inability to accurately evaluate local apartment market conditions;
·  
an inability to obtain land for development or to identify appropriate acquisition opportunities;
·  
an acquired property may fail to perform as we expected in analyzing our investment;
·  
our estimate of the costs of repositioning or developing an acquired property may prove inaccurate; and
·  
lack of familiarity with local governmental and permitting procedures.

Our real estate construction management activities are subject to risks particular to third-party construction projects.
As we may perform fixed price construction services for third parties, we are subject to a variety of risks unique to these activities.  If construction costs of a project exceed original estimates, such costs may have to be absorbed by us, thereby making the project less profitable than originally estimated, or possibly not profitable at all.  In addition, a construction project may be delayed due to government or regulatory approvals, supply shortages, or other events and circumstances beyond our control, or the time required to complete a construction project may be greater than originally anticipated.  If any such excess costs or project delays were to be material, such events may adversely affect our cash flow and liquidity and thereby impact our ability to make distributions or payments to our investors.

Debt financing could adversely affect our economic performance.
Scheduled debt payments and refinancing could adversely affect our financial condition: We are subject to the risks normally associated with debt financing.  These risks, including the following, may adversely affect our ability to make distributions or payments to our investors:

·  
our cash flow may be insufficient to meet required payments of principal and interest;
·  
payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating expenses;
·  
we may not be able to refinance indebtedness on our properties at maturity; and
·  
if refinanced, the terms of refinancing may not be as favorable as the original terms of the related indebtedness.
 
 
 
15
 

 
As of December 31, 2015, we had total outstanding indebtedness of $2.2 billion comprised of $1.3 billion of senior unsecured notes, outstanding borrowings of $155 million under our unsecured revolving credit facility and approximately $731 million of mortgages, loans payable and other obligations.  We may have to refinance the principal due on our current or future indebtedness at maturity, and we may not be able to do so.

If we are unable to refinance our indebtedness on acceptable terms, or at all, events or conditions that may adversely affect our ability to make distributions or payments to our investors include the following:

·  
we may need to dispose of one or more of our properties upon disadvantageous terms or adjust our capital expenditures in general or with respect to our strategy of acquiring multi-family residential properties and development opportunities in particular;
·  
prevailing interest rates or other factors at the time of refinancing could increase interest rates and, therefore, our interest expense;
·  
we may be subject to an event of default pursuant to covenants for our indebtedness;
·  
if we mortgage property to secure payment of indebtedness and are unable to meet mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an assignment of our rents and leases; and
·  
foreclosures upon mortgaged property could create taxable income without accompanying cash proceeds and, therefore, hinder our ability to meet the real estate investment trust distribution requirements of the Code.

We are obligated to comply with financial covenants in our indebtedness that could restrict our range of operating activities: The mortgages on our properties contain customary negative covenants, including limitations on our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases outside of stipulated guidelines or to materially modify existing leases.  In addition, our revolving credit facility and unsecured term loan each contains customary requirements, including restrictions and other limitations on our ability to incur debt, debt to assets ratios, secured debt to total assets ratios, interest coverage ratios and minimum ratios of unencumbered assets to unsecured debt.  The indentures under which our senior unsecured debt have been issued contain financial and operating covenants including coverage ratios and limitations on our ability to incur secured and unsecured debt.  These covenants limit our flexibility in conducting our operations and create a risk of default on our indebtedness if we cannot continue to satisfy them.  Some of our debt instruments are cross-collateralized and contain cross default provisions with other debt instruments.  Due to this cross-collateralization, a failure or default with respect to certain debt instruments or properties could have an adverse impact on us or our properties that are subject to the cross-collateralization under the applicable debt instrument.  Failure to comply with these covenants could cause a default under the agreements and, in certain circumstances, our lenders may be entitled to accelerate our debt obligations.  Defaults under our debt agreements could materially and adversely affect our financial condition and results of operations.

Rising interest rates may adversely affect our cash flow: As of December 31, 2015, outstanding borrowings of approximately $155 million under our revolving credit facility and approximately $137 million of our mortgage indebtedness bear interest at variable rates.  We may incur additional indebtedness in the future that bears interest at variable rates.  Variable rate debt creates higher debt service requirements if market interest rates increase.  Higher debt service requirements could adversely affect our ability to make distributions or payments to our investors and/or cause us to default under certain debt covenants.

Our degree of leverage could adversely affect our cash flow: We fund acquisition opportunities and development partially through short-term borrowings (including our revolving credit facility), as well as from proceeds from property sales and undistributed cash.  We expect to refinance projects purchased with short-term debt either with long-term indebtedness or equity financing depending upon the economic conditions at the time of refinancing.  Our Board of Directors has a general policy of limiting the ratio of our indebtedness to total undepreciated assets (total debt as a percentage of total undepreciated assets) to 50 percent or less, although there is no limit in the Operating Partnership’s or our organizational documents on the amount of indebtedness that we may incur.  However, we have entered into certain financial agreements which contain financial and operating covenants that limit our ability under certain circumstances to incur additional secured and unsecured indebtedness.  The Board of Directors could alter or eliminate its current policy on borrowing at any time at its discretion.  If this policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our cash flow and our ability to make distributions or payments to our investors and/or could cause an increased risk of default on our obligations.


 
16
 

We are dependent on external sources of capital for future growth: To qualify as a real estate investment trust under the Code, we must distribute to our shareholders each year at least 90 percent of our net taxable income, excluding any net capital gain. Because of this distribution requirement, it is not likely that we will be able to fund all future capital needs, including for acquisitions and developments, from income from operations.  Therefore, we will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all.  Our access to third-party sources of capital depends on a number of things, including the market’s perception of our growth potential and our current and potential future earnings.  Moreover, additional equity offerings may result in substantial dilution of our shareholders’ interests, and additional debt financing may substantially increase our leverage.

Adverse changes in our credit ratings could adversely affect our business and financial condition: The credit ratings assigned to our senior unsecured notes by nationally recognized statistical rating organizations (the “NRSROs”) are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the NRSROs in their rating analyses of us.  These ratings and similar ratings of us and any debt or preferred securities we may issue are subject to ongoing evaluation by the NRSROs, and we cannot assure you that any such ratings will not be changed by the NRSROs if, in their judgment, circumstances warrant.  Our credit ratings can affect the amount of capital we can access, as well as the terms of any financings we may obtain. There can be no assurance that we will be able to maintain our current credit ratings, and in the event our current credit ratings are downgraded, we would likely incur higher borrowing costs and may encounter difficulty in obtaining additional financing. 

Competition for skilled personnel could increase our labor costs.
We compete with various other companies in attracting and retaining qualified and skilled personnel.  We depend on our ability to attract and retain skilled management personnel who are responsible for the day-to-day operations of our company.  Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel.  We may not be able to offset such added costs by increasing the rates we charge our tenants.  If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed. 

We are dependent on our key personnel whose continued service is not guaranteed.
We are dependent upon key personnel for strategic business direction and real estate experience, including our chief executive officer, our president and chief operating officer, and our chief financial officer, chief investment officer, chief legal officer and chairman of Roseland.  While we believe that we could find replacements for these key personnel, loss of their services could adversely affect our operations.  We do not have key man life insurance for our key personnel.  In addition, as the Company seeks to reposition a portion of its portfolio from office to the multi-family rental sector, the Company may become increasingly dependent on non-executive personnel with residential development and leasing expertise to effectively execute the Company’s long-term strategy.

Certain provisions of Maryland law and our charter and bylaws could hinder, delay or prevent changes in control.
Certain provisions of Maryland law, our charter and our bylaws have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control.  These provisions include the following:

Classified Board of Directors: Our Board of Directors is divided into three classes with staggered terms of office of three years each.
At our 2014 annual meeting of stockholders, stockholders approved amendments to our charter and bylaws to declassify our Board of Directors over a three year period from 2015 through 2017 such that each director whose term expires at the annual meeting of stockholders in 2015 through 2017 will be elected to hold office until the next annual meeting of stockholders following their election, instead of the third-succeeding annual meeting, and until their successors are elected and qualify.  During this transition period, our Board of Directors will remain classified with respect to the directors whose three year terms have not yet expired during such period, and Maryland law permits the Board of Directors to re-classify the Board of Directors at any time.  The classification and staggered terms of office of our directors make it more difficult for a third party to gain control of our board of directors.  At least two annual meetings of stockholders, instead of one, generally would be required to affect a change in a majority of the board of directors.

Removal of Directors: Under our charter, subject to the rights of one or more classes or series of preferred stock to elect one or more directors, a director may be removed only for cause and only by the affirmative vote of at least two-thirds of all votes entitled to be cast by our stockholders generally in the election of directors.  Neither the Maryland General Corporation Law nor our charter define the term “cause.”  As a result, removal for “cause” is subject to Maryland common law and to judicial interpretation and review in the context of the facts and circumstances of any particular situation.

Number of Directors, Board Vacancies, Terms of Office: We have, in our bylaws, elected to be subject to certain provisions of Maryland law which vest in the Board of Directors the exclusive right to determine the number of directors and the exclusive right, by the affirmative vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum, to fill vacancies on the board.  These provisions of Maryland law, which are applicable even if other provisions of Maryland law or the charter or bylaws provide to the contrary, also provide that any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, rather than the next annual meeting of stockholders as would otherwise be the case, and until his or her successor is elected and qualifies.  We have, in our corporate governance principles, adopted a mandatory retirement age of 80 years old for directors.
 
 
 
17
 

 
Stockholder Requested Special Meetings: Our bylaws provide that our stockholders have the right to call a special meeting only upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast by the stockholders at such meeting.

Advance Notice Provisions for Stockholder Nominations and Proposals: Our bylaws require advance written notice for stockholders to nominate persons for election as directors at, or to bring other business before, any meeting of stockholders.  This bylaw provision limits the ability of stockholders to make nominations of persons for election as directors or to introduce other proposals unless we are notified in a timely manner prior to the meeting.

Exclusive Authority of the Board to Amend the Bylaws: Our bylaws provide that our board of directors has the exclusive power to adopt, alter or repeal any provision of the bylaws or to make new bylaws.  Thus, our stockholders may not effect any changes to our bylaws.

Preferred Stock: Under our charter, our Board of Directors has authority to issue preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders.  As a result, our Board of Directors may establish a series of preferred stock that could delay or prevent a transaction or a change in control.

Duties of Directors with Respect to Unsolicited Takeovers: Maryland law provides protection for Maryland corporations against unsolicited takeovers by limiting, among other things, the duties of the directors in unsolicited takeover situations. The duties of directors of Maryland corporations do not require them to (a) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or modify or render inapplicable, any stockholders rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act, or (d) act or fail to act solely because of the effect the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered or paid to the stockholders in an acquisition.  Maryland law also contains a statutory presumption that an act of a director of a Maryland corporation satisfies the applicable standards of conduct for directors under Maryland law.

Ownership Limit: In order to preserve our status as a real estate investment trust under the Code, our charter generally prohibits any single stockholder, or any group of affiliated stockholders, from beneficially owning more than 9.8 percent of our outstanding capital stock unless our Board of Directors waives or modifies this ownership limit.

Maryland Business Combination Act: The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in certain business combinations, including mergers, consolidations, share exchanges or, in circumstances specified in the statute, asset transfers, issuances or reclassifications of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder, for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met.  An interested stockholder is generally a person owning or controlling, directly or indirectly, 10 percent or more of the voting power of the outstanding stock of the Maryland corporation.  Our board of directors has exempted from this statute business combinations between the Company and certain affiliated individuals and entities.  However, unless our board adopts other exemptions, the provisions of the Maryland Business Combination Act will be applicable to business combinations with other persons.

Maryland Control Share Acquisition Act: Maryland law provides that holders of “control shares” of a corporation acquired in a “control share acquisition” shall have no voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes eligible to cast on the matter under the Maryland Control Share Acquisition Act.  “Control shares” means shares of stock that, if aggregated with all other shares of stock previously acquired by the acquirer, would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of the voting power:  one-tenth or more but less than one-third, one-third or more but less than a majority or a majority or more of all voting power.  A “control share acquisition” means the acquisition of control shares, subject to certain exceptions.


 
18
 

If voting rights of control shares acquired in a control share acquisition are not approved at a stockholder’s meeting, then subject to certain conditions and limitations, the issuer may redeem any or all of the control shares for fair value.  If voting rights of such control shares are approved at a stockholder’s meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights.  Our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any acquisitions of shares by certain affiliated individuals and entities, any directors, officers or employees of the Company and any person approved by the board of directors prior to the acquisition by such person of control shares.  Any control shares acquired in a control share acquisition which are not exempt under the foregoing provisions of our bylaws will be subject to the Maryland Control Share Acquisition Act.

Consequences of failure to qualify as a real estate investment trust could adversely affect our financial condition.
Failure to maintain ownership limits could cause us to lose our qualification as a real estate investment trust: In order for us to maintain our qualification as a real estate investment trust under the Code, not more than 50 percent in value of our outstanding stock may be actually and/or constructively owned by five or fewer individuals (as defined in the Code to include certain entities).  We have limited the ownership of our outstanding shares of our common stock by any single stockholder to 9.8 percent of the outstanding shares of our common stock.  Our Board of Directors could waive this restriction if they were satisfied, based upon the advice of tax counsel or otherwise, that such action would be in our best interests and would not affect our qualification as a real estate investment trust under the Code.  Common stock acquired or transferred in breach of the limitation may be redeemed by us for the lesser of the price paid and the average closing price for the 10 trading days immediately preceding redemption or sold at the direction of us.  We may elect to redeem such shares of common stock for Units, which are nontransferable except in very limited circumstances.  Any transfer of shares of common stock which, as a result of such transfer, causes us to be in violation of any ownership limit, will be deemed void.  Although we currently intend to continue to operate in a manner which will enable us to continue to qualify as a real estate investment trust under the Code, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors to revoke the election for us to qualify as a real estate investment trust.  Under our organizational documents, our Board of Directors can make such revocation without the consent of our stockholders.

In addition, the consent of the holders of at least 85 percent of the Operating Partnership’s partnership units is required: (i) to merge (or permit the merger of) us with another unrelated person, pursuant to a transaction in which the Operating Partnership is not the surviving entity; (ii) to dissolve, liquidate or wind up the Operating Partnership; or (iii) to convey or otherwise transfer all or substantially all of the Operating Partnership’s assets.  As of February 22, 2016, as general partner, we own approximately 89.5 percent of the Operating Partnership’s outstanding common partnership units.

Tax liabilities as a consequence of failure to qualify as a real estate investment trust: We have elected to be treated and have operated so as to qualify as a real estate investment trust for federal income tax purposes since our taxable year ended December 31, 1994.  Although we believe we will continue to operate in such manner, we cannot guarantee that we will do so.  Qualification as a real estate investment trust involves the satisfaction of various requirements (some on an annual and some on a quarterly basis) established under highly technical and complex tax provisions of the Code.  Because few judicial or administrative interpretations of such provisions exist and qualification determinations are fact sensitive, we cannot assure you that we will qualify as a real estate investment trust for any taxable year.

If we fail to qualify as a real estate investment trust in any taxable year, we will be subject to the following:

·  
we will not be allowed a deduction for dividends paid to shareholders;
·  
we will be subject to federal income tax at regular corporate rates, including any alternative minimum tax, if applicable; and
·  
unless we are entitled to relief under certain statutory provisions, we will not be permitted to qualify as a real estate investment trust for the four taxable years following the year during which we were disqualified.

A loss of our status as a real estate investment trust could have an adverse effect on us.  Failure to qualify as a real estate investment trust also would eliminate the requirement that we pay dividends to our stockholders.

Other tax liabilities: Even if we qualify as a real estate investment trust under the Code, we are subject to certain federal, state and local taxes on our income and property and, in some circumstances, certain other state and local taxes.  From time to time changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and amount of such increase.  These actions could adversely affect our financial condition and results of operations. In addition, our taxable REIT subsidiaries will be subject to federal, state and local income tax for income received in connection with certain non-customary services performed for tenants and/or third parties.
 
 
 
19
 

 
Risk of changes in the tax law applicable to real estate investment trusts: Since the Internal Revenue Service, the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or rulings will be adopted.  Any such legislative action may prospectively or retroactively modify our and the Operating Partnership’s tax treatment and, therefore, may adversely affect taxation of us, the Operating Partnership, and/or our investors.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our tenants and business partners, including personally identifiable information of our tenants and employees, in our data centers and on our networks.  Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions.  Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, and damage our reputation, which could adversely affect our business.

We face possible risks associated with the physical effects of climate change.
We cannot predict with certainty whether climate change is occurring and, if so, at what rate.  However, the physical effects of climate change could have a material adverse effect on our properties, operations and business.  For example, many of our properties are located along the East coast, particularly those in New Jersey, New York and Connecticut.  To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity and rising sea-levels.  Over time, these conditions could result in declining demand for office space in our buildings or the inability of us to operate the buildings at all.  Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy and increasing the cost of snow removal or related costs at our properties.  Proposed legislation to address climate change could increase utility and other costs of operating our properties which, if not offset by rising rental income, would reduce our net income.  There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.

Changes in market conditions could adversely affect the market price of our common stock.
As with other publicly traded equity securities, the value of our common stock depends on various market conditions, which may change from time to time.  The market price of our common stock could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition.  Among the market conditions that may affect the value of our common stock are the following:

·  
the extent of your interest in us;
·  
the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
·  
our financial performance; and
·  
general stock and bond market conditions.

The market value of our common stock is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash dividends. Consequently, our common stock may trade at prices that are higher or lower than our net asset value per share of common stock.


ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

 
20
 

ITEM 2.      PROPERTIES

PROPERTY LIST

As of December 31, 2015, the Company’s Consolidated Properties consisted of 217 in-service office and flex properties, as well as six multi-family properties.  The Consolidated Properties are located primarily in the Northeast.  The Consolidated Properties are easily accessible from major thoroughfares and are in close proximity to numerous amenities.  The Consolidated Properties contain a total of approximately 24.2 million square feet of commercial space and 1,301 apartments with the individual commercial properties ranging from 6,216 to 1,246,283 square feet.  The Consolidated Properties, managed by on-site employees, generally have attractively landscaped sites and atriums in addition to quality design and construction.  The Company’s commercial tenants include many service sector employers, including a large number of professional firms and national and international businesses.  The Company believes that all of its properties are well-maintained and do not require significant capital improvements.

                 
Office Properties
                
                 
     
Percentage
2015
    
2015
2015
   
Net
Leased
Base
    
Average
Average
   
Rentable
as of
Rent
Percentage
  
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
  
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
  
($) (c) (d)
($) (c) (e)
                 
NEW JERSEY
                
                 
BERGEN COUNTY
                
Fort Lee
                
One Bridge Plaza
1981
200,000
92.2
4,642
0.97
  
25.17
22.30
2115 Linwood Avenue
1981
68,000
98.2
1,171
0.24
  
17.54
13.93
Montvale
                
135 Chestnut Ridge Road
1981
66,150
66.6
922
0.19
  
20.93
18.09
Paramus
                
15 East Midland Avenue
1988
259,823
53.6
3,105
0.65
  
22.30
18.65
140 East Ridgewood Avenue
1981
239,680
100.0
4,116
0.86
  
17.17
13.81
461 From Road
1988
253,554
98.1
4,210
0.88
  
16.93
13.94
650 From Road
1978
348,510
79.4
6,102
1.27
  
22.05
18.26
61 South Paramus Road (f)
1985
269,191
81.7
4,171
0.87
  
18.97
16.36
Rochelle Park
                
120 West Passaic Street
1972
52,000
46.2
709
0.15
  
29.51
27.76
365 West Passaic Street
1976
212,578
82.9
3,535
0.74
  
20.06
17.89
395 West Passaic Street
1979
100,589
75.6
1,376
0.29
  
18.09
15.27
Upper Saddle River
                
10 Mountainview Road
1986
192,000
63.6
2,954
0.62
  
24.19
20.55
Woodcliff Lake
                
400 Chestnut Ridge Road
1982
89,200
100.0
2,142
0.45
  
24.01
21.04
50 Tice Boulevard
1984
235,000
95.6
5,544
1.16
  
24.68
21.30
300 Tice Boulevard
1991
230,000
95.4
6,069
1.27
  
27.66
24.90
                 
ESSEX COUNTY
                
Millburn
                
150 J.F. Kennedy Parkway
1980
247,476
97.2
4,758
0.99
  
19.78
16.07
Borough of Roseland
                
4 Becker Farm Road
1983
281,762
94.9
6,975
1.45
  
26.09
24.97
6 Becker Farm Road
1982
129,732
77.5
2,567
0.54
  
25.53
24.36
101 Eisenhower Parkway
1980
237,000
80.6
4,394
0.92
  
23.00
18.86
103 Eisenhower Parkway
1985
151,545
77.7
2,402
0.50
  
20.40
16.23
105 Eisenhower Parkway
2001
220,000
38.1
2,065
0.43
  
24.64
18.47
75 Livingston Avenue
1985
94,221
64.2
1,253
0.26
  
20.71
18.47
85 Livingston Avenue
1985
124,595
81.8
2,462
0.51
  
24.16
22.06
                 
HUDSON COUNTY
                
Jersey City
                
Harborside Plaza 1
1983
400,000
100.0
11,331
2.36
  
28.33
24.67
Harborside Plaza 2
1990
761,200
58.1
11,281
2.35
  
25.51
21.29
Harborside Plaza 3
1990
725,600
83.5
19,650
4.10
  
32.43
29.50
Harborside Plaza 4-A
2000
207,670
98.6
6,546
1.36
  
31.97
24.72
Harborside Plaza 5
2002
977,225
99.0
32,442
6.77
  
33.53
29.63
101 Hudson Street
1992
1,246,283
90.2
29,668
6.19
  
26.39
23.29
                 

 
21
 


                 
Office Properties
                
(Continued)
                
                 
     
Percentage
2015
    
2015
2015
   
Net
Leased
Base
    
Average
Average
   
Rentable
as of
Rent
Percentage
  
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
  
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
  
($) (c) (d)
($) (c) (e)
                 
MERCER COUNTY
                
Hamilton Township
                
3 AAA Drive
1981
35,270
83.0
611
0.13
  
20.87
16.36
600 Horizon Drive
2002
95,000
100.0
1,191
0.25
  
12.54
11.53
700 Horizon Drive
2007
120,000
100.0
2,529
0.53
  
21.08
18.73
2 South Gold Drive
1974
33,962
72.0
575
0.12
  
23.51
20.37
                 
Princeton
                
103 Carnegie Center
1984
96,000
90.3
2,183
0.46
  
25.18
20.80
2 Independence Way
1981
67,401
0.0
333
0.07
  
0.00
0.00
3 Independence Way
1983
111,300
100.0
2,278
0.48
  
20.47
14.84
100 Overlook Center
1988
149,600
89.6
3,804
0.79
  
28.38
25.37
5 Vaughn Drive
1987
98,500
91.9
2,619
0.55
  
28.93
25.22
                 
MIDDLESEX COUNTY
                
East Brunswick
                
377 Summerhill Road
1977
40,000
100.0
372
0.08
  
9.30
8.98
Edison
                
333 Thornall Street (g) (h)
1984
196,128
95.6
733
0.15
  
28.54
25.27
343 Thornall Street (c)
1991
195,709
100.0
4,002
0.84
  
20.45
17.06
Plainsboro
                
500 College Road East (f)
1984
158,235
55.8
2,019
0.42
  
22.87
19.60
Woodbridge
                
581 Main Street
1991
200,000
99.3
5,169
1.08
  
26.03
22.07
                 
MONMOUTH COUNTY
                
Freehold
                
2 Paragon Way
1989
44,524
62.6
538
0.11
  
19.30
16.43
3 Paragon Way
1991
66,898
89.2
1,181
0.25
  
19.79
17.13
4 Paragon Way
2002
63,989
91.7
679
0.14
  
11.57
10.52
100 Willow Brook Road
1988
60,557
55.0
830
0.17
  
24.92
22.88
Holmdel
                
23 Main Street
1977
350,000
100.0
4,178
0.87
  
11.94
9.11
Middletown
                
One River Centre Bldg 1
1983
122,594
97.6
3,030
0.63
  
25.32
21.03
One River Centre Bldg 2
1983
120,360
97.5
2,881
0.60
  
24.55
20.39
One River Centre Bldg 3 and 4
1984
214,518
88.7
4,551
0.95
  
23.92
21.57
Neptune
                
3600 Route 66
1989
180,000
100.0
4,165
0.87
  
23.14
17.97
Wall Township
                
1305 Campus Parkway
1988
23,350
92.4
503
0.10
  
23.31
18.26
1350 Campus Parkway
1990
79,747
99.9
920
0.19
  
11.55
10.97
                 
MORRIS COUNTY
                
Florham Park
                
325 Columbia Turnpike
1987
168,144
100.0
3,916
0.82
  
23.29
19.66
Morris Plains
                
201 Littleton Road
1979
88,369
75.4
1,254
0.26
  
18.82
14.80
Parsippany
                
4 Campus Drive
1983
147,475
78.8
2,136
0.45
  
18.38
14.30
6 Campus Drive
1983
148,291
79.4
2,588
0.54
  
21.98
18.68
7 Campus Drive
1982
154,395
86.3
2,889
0.60
  
21.68
18.04
8 Campus Drive
1987
215,265
69.5
3,799
0.79
  
25.39
22.20
9 Campus Drive
1983
156,495
87.1
962
0.20
  
7.06
6.05
4 Century Drive
1981
100,036
52.3
1,060
0.22
  
20.26
17.28
5 Century Drive
1981
79,739
59.7
1,009
0.21
  
21.20
18.36
6 Century Drive
1981
100,036
50.5
837
0.17
  
16.57
14.71
2 Dryden Way
1990
6,216
100.0
99
0.02
  
15.93
14.64
4 Gatehall Drive
1988
248,480
93.0
5,302
1.11
  
22.94
19.92

 
22
 


                 
Office Properties
                
(Continued)
                
                 
     
Percentage
2015
    
2015
2015
   
Net
Leased
Base
    
Average
Average
   
Rentable
as of
Rent
Percentage
  
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
  
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
  
($) (c) (d)
($) (c) (e)
                 
2 Hilton Court
1991
181,592
100.0
6,525
1.36
  
35.93
32.84
600 Parsippany Road
1978
96,000
95.5
1,717
0.36
  
18.73
15.59
1 Sylvan Way
1989
150,557
97.7
4,178
0.87
  
28.40
22.90
5 Sylvan Way
1989
151,383
85.8
2,992
0.62
  
23.04
20.25
7 Sylvan Way
1987
145,983
0.0
10
0.00
  
0.00
0.00
20 Waterview Boulevard
1988
225,550
95.0
4,734
0.99
  
22.09
19.97
35 Waterview Boulevard
1990
172,498
95.7
4,062
0.85
  
24.61
22.23
5 Wood Hollow Road
1979
317,040
98.6
4,102
0.86
  
13.12
10.21
                 
PASSAIC COUNTY
                
Totowa
                
999 Riverview Drive
1988
56,066
86.4
885
0.18
  
18.27
14.66
                 
SOMERSET COUNTY
                
Basking Ridge
                
222 Mount Airy Road
1986
49,000
82.2
810
0.17
  
20.11
15.99
233 Mount Airy Road
1987
66,000
67.5
903
0.19
  
20.27
16.59
Bridgewater
                
440 Route 22 East
1990
198,376
91.1
4,662
0.97
  
25.80
21.64
721 Route 202/206
1989
192,741
97.5
4,596
0.96
  
24.46
21.63
                 
UNION COUNTY
                
Clark
                
100 Walnut Avenue
1985
182,555
94.1
4,361
0.91
  
25.39
22.38
Cranford
                
6 Commerce Drive
1973
56,000
88.7
1,095
0.23
  
22.04
18.62
11 Commerce Drive
1981
90,000
67.0
1,577
0.33
  
26.15
22.75
12 Commerce Drive
1967
72,260
84.7
929
0.19
  
15.18
13.17
14 Commerce Drive
1971
67,189
100.0
1,295
0.27
  
19.27
16.40
20 Commerce Drive
1990
176,600
100.0
4,123
0.86
  
23.35
19.99
25 Commerce Drive
1971
67,749
77.2
1,179
0.25
  
22.54
19.62
65 Jackson Drive
1984
82,778
34.2
847
0.18
  
29.92
23.49
New Providence
                
890 Mountain Avenue
1977
80,000
49.6
1,207
0.25
  
30.42
27.95
                 
Total New Jersey Office
  
16,035,084
85.0
323,076
67.41
  
24.05
20.75
                 
NEW YORK
                
                 
NEW YORK COUNTY
                
New York
                
125 Broad Street
1970
524,476
100.0
17,745
3.70
  
33.83
28.13
                 
WESTCHESTER COUNTY
                
Elmsford
                
100 Clearbrook Road (c)
1975
60,000
91.7
1,048
0.22
  
19.05
17.34
Hawthorne
                
1 Skyline Drive
1980
20,400
99.0
423
0.09
  
20.94
19.86
2 Skyline Drive
1987
30,000
100.0
542
0.11
  
18.07
13.73


 
23
 


                 
Office Properties
                
(Continued)
                
                 
     
Percentage
2015
    
2015
2015
   
Net
Leased
Base
    
Average
Average
   
Rentable
as of
Rent
Percentage
  
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
  
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
  
($) (c) (d)
($) (c) (e)
                 
7 Skyline Drive
1987
109,000
85.9
2,121
0.44
  
22.65
19.32
17 Skyline Drive (f)
1989
85,000
100.0
1,932
0.40
  
22.73
22.28
White Plains
                
1 Barker Avenue
1975
68,000
87.3
1,483
0.31
  
24.98
22.29
3 Barker Avenue
1983
65,300
93.9
1,377
0.29
  
22.46
19.68
50 Main Street
1985
309,000
86.4
7,593
1.58
  
28.44
23.81
11 Martine Avenue
1987
180,000
70.7
4,117
0.86
  
32.35
28.37
1 Water Street
1979
45,700
57.6
748
0.16
  
28.42
24.88
Yonkers
                
1 Executive Boulevard
1982
112,000
100.0
2,764
0.58
  
24.68
22.27
3 Executive Boulevard
1987
58,000
100.0
1,719
0.36
  
29.64
27.71
                 
Total New York Office
  
1,666,876
91.2
43,612
9.10
  
28.70
24.66
                 
DISTRICT OF COLUMBIA
                
                 
WASHINGTON
                
1201 Connecticut Avenue, NW
1940
169,549
92.6
6,736
1.41
  
42.90
37.74
1400 L Street, NW
1987
159,000
100.0
6,238
1.30
  
39.23
35.16
                 
Total District of Columbia Office
  
328,549
96.2
12,974
2.71
  
41.06
36.44
                 
MARYLAND
                
                 
PRINCE GEORGE'S COUNTY
                
Greenbelt
                
9200 Edmonston Road
1973
38,690
100.0
1,057
0.22
  
27.32
26.78
6301 Ivy Lane
1979
112,003
68.8
1,646
0.34
  
21.36
19.31
6303 Ivy Lane
1980
112,047
17.7
415
0.09
  
20.93
18.66
6305 Ivy Lane
1982
112,022
82.2
1,912
0.40
  
20.76
18.31
6404 Ivy Lane
1987
165,234
68.8
2,561
0.54
  
22.53
18.75
6406 Ivy Lane
1991
163,857
77.0
2,995
0.62
  
23.74
19.05
6411 Ivy Lane
1984
138,405
74.7
2,311
0.48
  
22.35
19.36
Lanham
                
4200 Parliament Place
1989
122,000
31.8
1,768
0.37
  
45.57
43.51
                 
Total Maryland Office
  
964,258
63.2
14,665
3.06
  
24.05
21.00
                 
TOTAL OFFICE PROPERTIES
  
18,994,767
84.6
394,327
82.28
  
24.82
21.44



 
24
 


                 
Office/Flex Properties
                
                 
     
Percentage
2015
    
2015
2015
   
Net
Leased
Base
    
Average
Average
   
Rentable
as of
Rent
Percentage
  
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
  
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
  
($) (c) (d)
($) (c) (e)
                 
NEW JERSEY
                
                 
BURLINGTON COUNTY
                
Burlington
                
3 Terri Lane
1991
64,500
93.2
568
0.12
  
9.45
8.27
5 Terri Lane
1992
74,555
100.0
621
0.13
  
8.33
6.72
Moorestown
                
2 Commerce Drive
1986
49,000
74.1
232
0.05
  
6.39
5.45
101 Commerce Drive
1988
64,700
100.0
275
0.06
  
4.25
3.85
102 Commerce Drive
1987
38,400
100.0
269
0.06
  
7.01
5.57
201 Commerce Drive
1986
38,400
45.8
103
0.02
  
5.86
4.09
202 Commerce Drive
1988
51,200
83.6
136
0.03
  
3.18
2.94
1 Executive Drive
1989
20,570
100.0
208
0.04
  
10.11
7.29
2 Executive Drive
1988
60,800
81.9
382
0.08
  
7.67
5.80
101 Executive Drive
1990
29,355
99.7
300
0.06
  
10.25
9.36
102 Executive Drive
1990
64,000
100.0
474
0.10
  
7.41
7.30
225 Executive Drive
1990
50,600
64.6
149
0.03
  
4.56
3.70
97 Foster Road
1982
43,200
83.3
148
0.03
  
4.11
3.31
1507 Lancer Drive
1995
32,700
100.0
146
0.03
  
4.46
3.43
1245 North Church Street
1998
52,810
83.3
221
0.05
  
5.02
4.27
1247 North Church Street
1998
52,790
93.8
230
0.05
  
4.64
3.70
1256 North Church Street
1984
63,495
100.0
477
0.10
  
7.51
6.58
840 North Lenola Road
1995
38,300
47.0
145
0.03
  
8.06
7.39
844 North Lenola Road
1995
28,670
100.0
206
0.04
  
7.19
5.93
915 North Lenola Road
1998
52,488
100.0
291
0.06
  
5.54
5.01
2 Twosome Drive
2000
48,600
100.0
411
0.09
  
8.46
7.57
30 Twosome Drive
1997
39,675
99.0
260
0.05
  
6.62
5.12
31 Twosome Drive
1998
84,200
100.0
423
0.09
  
5.02
4.50
40 Twosome Drive
1996
40,265
100.0
317
0.07
  
7.87
6.93
41 Twosome Drive
1998
43,050
88.9
273
0.06
  
7.13
5.77
50 Twosome Drive
1997
34,075
56.0
122
0.02
  
6.39
5.87
                 
MERCER COUNTY
                
Hamilton Township
                
100 Horizon Center Boulevard
1989
13,275
100.0
151
0.03
  
11.37
6.78
200 Horizon Drive
1991
45,770
92.9
706
0.15
  
16.60
14.84
300 Horizon Drive
1989
69,780
74.2
574
0.12
  
11.09
8.92
500 Horizon Drive
1990
41,205
93.8
577
0.12
  
14.93
13.01
                 
MONMOUTH COUNTY
                
Wall Township
                
1325 Campus Parkway
1988
35,000
100.0
612
0.13
  
17.49
14.20
1340 Campus Parkway
1992
72,502
68.8
898
0.19
  
18.00
15.50
1345 Campus Parkway
1995
76,300
87.6
949
0.20
  
14.20
11.48
1433 Highway 34
1985
69,020
98.1
702
0.15
  
10.37
7.61
1320 Wyckoff Avenue
1986
20,336
100.0
228
0.05
  
11.21
8.65
1324 Wyckoff Avenue
1987
21,168
92.7
185
0.04
  
9.43
6.78
                 
PASSAIC COUNTY
                
Totowa
                
1 Center Court
1999
38,961
100.0
571
0.12
  
14.66
12.55
2 Center Court
1998
30,600
100.0
389
0.08
  
12.71
6.11
11 Commerce Way
1989
47,025
100.0
552
0.11
  
11.74
8.68
20 Commerce Way
1992
42,540
95.5
477
0.10
  
11.74
10.98
                 



 
25
 


                 
Office/Flex Properties
                
(Continued)
                
                 
     
Percentage
2015
    
2015
2015
   
Net
Leased
Base
    
Average
Average
   
Rentable
as of
Rent
Percentage
  
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
  
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
  
($) (c) (d)
($) (c) (e)
                 
29 Commerce Way
1990
48,930
100.0
584
0.12
  
11.94
9.83
40 Commerce Way
1987
50,576
86.3
559
0.12
  
12.81
9.10
45 Commerce Way
1992
51,207
100.0
575
0.12
  
11.23
9.92
60 Commerce Way
1988
50,333
44.1
359
0.06
  
16.17
11.89
80 Commerce Way
1996
22,500
100.0
264
0.05
  
11.73
9.73
100 Commerce Way
1996
24,600
88.6
288
0.06
  
13.21
10.97
120 Commerce Way
1994
9,024
100.0
106
0.02
  
11.75
10.42
140 Commerce Way
1994
26,881
99.5
317
0.07
  
11.85
10.54
                 
Total New Jersey Office/Flex
  
2,167,931
89.2
18,010
3.76
  
9.31
7.69
                 
NEW YORK
                
                 
WESTCHESTER COUNTY
                
Elmsford
                
11 Clearbrook Road
1974
31,800
100.0
407
0.08
  
12.80
9.94
75 Clearbrook Road
1990
32,720
100.0
205
0.04
  
6.27
5.44
125 Clearbrook Road
2002
33,000
100.0
576
0.12
  
17.45
11.33
150 Clearbrook Road
1975
74,900
100.0
996
0.21
  
13.30
11.71
175 Clearbrook Road
1973
98,900
96.7
1,575
0.33
  
16.47
14.90
200 Clearbrook Road
1974
94,000
93.5
1,248
0.26
  
14.20
12.72
250 Clearbrook Road
1973
155,000
96.8
1,265
0.26
  
8.43
7.08
50 Executive Boulevard
1969
45,200
62.8
274
0.06
  
9.65
8.10
77 Executive Boulevard
1977
13,000
100.0
249
0.05
  
19.15
17.77
85 Executive Boulevard
1968
31,000
50.0
217
0.04
  
14.00
10.39
300 Executive Boulevard
1970
60,000
100.0
729
0.15
  
12.15
11.18
350 Executive Boulevard
1970
15,400
99.4
230
0.05
  
15.03
12.80
399 Executive Boulevard
1962
80,000
100.0
1,063
0.22
  
13.29
12.71
400 Executive Boulevard
1970
42,200
63.1
528
0.11
  
19.83
15.74
500 Executive Boulevard
1970
41,600
100.0
765
0.16
  
18.39
16.73
525 Executive Boulevard
1972
61,700
100.0
1,049
0.22
  
17.00
15.46
1 Westchester Plaza
1967
25,000
100.0
352
0.07
  
14.08
11.16
2 Westchester Plaza
1968
25,000
100.0
397
0.08
  
15.88
12.48
3 Westchester Plaza
1969
93,500
85.1
852
0.18
  
10.71
8.32
4 Westchester Plaza
1969
44,700
100.0
705
0.15
  
15.77
12.68
5 Westchester Plaza
1969
20,000
100.0
308
0.06
  
15.40
12.65
6 Westchester Plaza
1968
20,000
100.0
287
0.06
  
14.35
10.80
7 Westchester Plaza
1972
46,200
100.0
720
0.15
  
15.58
14.85
8 Westchester Plaza
1971
67,200
99.7
1,225
0.26
  
18.28
15.30
Hawthorne
                
200 Saw Mill River Road
1965
51,100
100.0
726
0.15
  
14.21
13.03
4 Skyline Drive
1987
80,600
93.0
1,280
0.27
  
17.08
13.70
5 Skyline Drive
1980
124,022
99.8
1,851
0.39
  
14.95
13.12
6 Skyline Drive
1980
44,155
100.0
530
0.11
  
12.00
7.93
8 Skyline Drive
1985
50,000
48.1
667
0.14
  
27.73
23.49
10 Skyline Drive
1985
20,000
100.0
392
0.08
  
19.60
15.75
11 Skyline Drive (f)
1989
45,000
100.0
997
0.21
  
22.16
21.47
12 Skyline Drive (f)
1999
46,850
85.1
588
0.12
  
14.75
13.19
15 Skyline Drive (f)
1989
55,000
86.6
364
0.08
  
7.64
7.01
Yonkers
                
100 Corporate Boulevard
1987
78,000
98.3
1,572
0.33
  
20.50
19.24
200 Corporate Boulevard South
1990
84,000
58.2
931
0.19
  
19.04
15.67
4 Executive Plaza
1986
80,000
100.0
1,523
0.32
  
19.04
16.49
6 Executive Plaza
1987
80,000
95.8
1,680
0.35
  
21.92
19.96
1 Odell Plaza
1980
106,000
100.0
1,725
0.36
  
16.27
14.83
3 Odell Plaza
1984
71,065
100.0
1,596
0.33
  
22.46
20.83


 
26
 


                 
Office/Flex Properties (continued)
  
and Industrial/Warehouse, Retail Properties, and Land Leases
            
                 
     
Percentage
2015
    
2015
2015
   
Net
Leased
Base
    
Average
Average
   
Rentable
as of
Rent
Percentage
  
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
  
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
  
($) (c) (d)
($) (c) (e)
                 
5 Odell Plaza
1983
38,400
99.6
650
0.14
  
17.00
15.45
7 Odell Plaza
1984
42,600
100.0
699
0.15
  
16.41
13.97
                 
Total New York Office/Flex
  
2,348,812
93.1
33,993
7.09
  
15.55
13.55
                 
CONNECTICUT
                
                 
FAIRFIELD COUNTY
                
Stamford
                
419 West Avenue
1986
88,000
100.0
1,550
0.32
  
17.61
14.98
500 West Avenue
1988
25,000
100.0
482
0.10
  
19.28
16.00
550 West Avenue
1990
54,000
81.3
794
0.17
  
18.09
16.86
600 West Avenue
1999
66,000
100.0
670
0.14
  
10.15
9.55
650 West Avenue
1998
40,000
100.0
600
0.13
  
15.00
11.75
                 
Total Connecticut Office/Flex
  
273,000
96.3
4,096
0.86
  
15.58
13.53
                 
                 
TOTAL OFFICE/FLEX PROPERTIES
  
4,789,743
91.5
56,099
11.71
  
12.80
10.96
                 
NEW YORK
                
                 
WESTCHESTER COUNTY
                
Elmsford
                
1 Warehouse Lane (f)
1957
6,600
100.0
107
0.02
  
16.21
15.00
2 Warehouse Lane (f)
1957
10,900
100.0
160
0.03
  
14.68
13.76
3 Warehouse Lane (f)
1957
77,200
100.0
399
0.08
  
5.17
4.96
4 Warehouse Lane (f)
1957
195,500
97.0
2,236
0.47
  
11.79
10.50
5 Warehouse Lane (f)
1957
75,100
97.1
962
0.20
  
13.19
11.93
6 Warehouse Lane (f)
1982
22,100
100.0
555
0.12
  
25.11
24.43
                 
Total Industrial/Warehouse Properties
  
387,400
97.9
4,419
0.92
  
11.65
10.63
                 
NEW JERSEY
                
                 
HUDSON COUNTY
                
Weehawken
                
500 Avenue at Port Imperial
2013
16,736
61.2
0
0.00
  
0.00
0.00
                 
Total New Jersey Retail Properties
  
16,736
61.2
0
0.00
  
0.00
0.00
                 
NEW YORK
                
                 
WESTCHESTER COUNTY
                
Tarrytown
                
230 White Plains Road
1984
9,300
100.0
67
0.01
  
7.20
6.99
Yonkers
                
2 Executive Boulevard
1986
8,000
100.0
305
0.07
  
38.13
37.88
                 
Total New York Retail Properties
  
17,300
100.0
372
0.08
  
21.50
21.27
                 
Total Retail Properties
  
34,036
80.9
372
0.08
  
13.51
13.36
                 
NEW YORK
                
                 
WESTCHESTER COUNTY
                
Elmsford
                
700 Executive Boulevard
 -
 -
 -
160
0.03
  
 -
--


 
27
 


                 
Land Leases
                
(continued)
                
                 
     
Percentage
2015
    
2015
2015
   
Net
Leased
Base
    
Average
Average
   
Rentable
as of
Rent
Percentage
  
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
  
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
  
($) (c) (d)
($) (c) (e)
                 
Yonkers
                
1 Enterprise Boulevard
 -
 -
 -
197
0.04
  
 -
 -
                 
Total New York Land Leases
  
 -
 -
357
0.07
  
 -
 -
                 
MARYLAND
                
                 
PRINCE GEORGE'S COUNTY
                
Greenbelt
                
Capital Office Park Parcel A
 -
 -
 -
153
0.03
  
 -
 -
                 
Total Maryland Land Leases
  
 -
 -
153
0.03
  
 -
 -
                 
Total Land Leases
  
 -
 -
510
0.10
  
 -
 -
                 
TOTAL COMMERCIAL PROPERTIES
  
24,205,946
86.2
455,727
95.09
  
22.07
19.06
                 
Multi-Family Properties
                
                 
                 
   
Net
  
Percentage
2015
  
Percentage
2015
   
Rentable
  
Leased
Base
  
of Total
Average
   
Commercial
  
as of
Rent
  
2015
Base Rent
 
Year
Area
Number
12/31/15
($000’s)
  
Base Rent
Per Home
 
Built
(Sq. Ft.)
of Units
(%) (a)
 (b) (c)
  
 (%)
($) (c) (i)
                 
NEW JERSEY
                
                 
MIDDLESEX COUNTY
                
New Brunswick
                
Richmond Court
1997
 -
82
95.1
1,444
  
0.30
1,543
Riverwatch Commons
1995
 -
118
93.2
2,080
  
0.43
1,576
                 
UNION COUNTY
                
Rahway
                
Park Square
2011
 5,934 
159
95.0
3,679
  
0.77
2,030
                 
Total New Jersey Multi-Family
  
 5,934 
359
94.4
7,203
  
1.50
1,771
                 
MASSACHUSETTS
                
                 
ESSEX COUNTY
                
Andover
                
Andover Place
1988
 -
220
99.1
3,396
  
0.71
1,298
                 
SUFFOLK COUNTY
                
Revere
                
Alterra at Overlook Ridge IA
2004
 -
310
95.8
5,511
  
1.15
1,546
Alterra at Overlook Ridge IB
2008
 -
412
97.1
7,439
  
1.55
1,550
                 
Total Massachusetts Multi-Family
  
 -
942
97.1
16,346
  
3.41
1,489
                 
Total Multi-Family Properties
  
5,934
1,301
96.4
23,549
  
4.91
1,565
                 
TOTAL PROPERTIES
  
24,211,880
1,301
  
479,276
(j)
100.00
  


 
28
 

Footnotes to Property List (dollars in thousands except per square foot amounts):


   
(a)
Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future and leases expiring December 31, 2015 aggregating 69,522 square feet (representing 0.3 percent of the Company’s total net rentable square footage) for which no new leases were signed.
(b)
Total base rent for the 12 months ended December 31, 2015, determined in accordance with generally accepted accounting principles (“GAAP”). Substantially all of the commercial leases provide for annual base rents plus recoveries and escalation charges based upon the tenant’s proportionate share of and/or increases in real estate taxes and certain operating costs, as defined, and the pass through of charges for electrical usage. For the 12 months ended December 31, 2015, total escalations and recoveries from tenants were: $49,480, or $3.11 per leased square foot, for office properties; $10,213, or $2.33 per leased square foot, for office/flex properties; and $1,769, or $4.30 per leased square foot, for other properties.
(c)   
Excludes space leased by the Company.
(d)
Base rent for the 12 months ended December 31, 2015 divided by net rentable commercial square feet leased at December 31, 2015.
(e)   
Total base rent for 2015 minus 2015 amortization of tenant improvements, leasing commissions and other concessions and costs, determined in accordance with GAAP, divided by net rentable square feet leased at December 31, 2015.
(f)
This property is located on land leased by the Company.
(g)
As this property was acquired, commenced initial operations or initially consolidated by the Company during the 12 months ended December 31, 2015, the amounts represented in 2015 base rent reflect only that portion of those 12 months during which the Company owned or consolidated the property. Accordingly, these amounts may not be indicative of the property’s full year results.  For comparison purposes, the amounts represented in 2015 average base rent per sq. ft. and per unit for this property have been calculated by taking the 12 months ended December 31, 2015 base rent for such property and annualizing these partial-year results, dividing such annualized amounts by the net rentable square feet leased or occupied units at December 31, 2015. These annualized per square foot and per unit amounts may not be indicative of the property’s results had the Company owned or consolidated the property for the entirety of the 12 months ended December 31, 2015.
(h)
Acquired on November 12, 2015. Amounts reflect period of ownership.
(i)
Annualized base rent for the 12 months ended December 31, 2015 divided by units occupied at December 31, 2015, divided by 12.
(j)
Excludes $7.8 million from properties which were sold during the year ended December 31, 2015.

PERCENTAGE LEASED

The following table sets forth the year-end percentages of commercial square feet leased in the Company’s stabilized operating Consolidated Properties for the last five years:

   
 
Percentage of
December 31,
Square Feet Leased (%) (a)
2015
86.2
   
2014
84.2
   
2013
86.1
   
2012
87.2
   
2011
88.3
   
(a)  
Percentage of square-feet leased includes all leases in effect as of the period end date, some of which have commencement dates in the future and leases that expire at the period end date.  Excludes properties being prepared for lease up.

 
29
 

SIGNIFICANT TENANTS

The following table sets forth a schedule of the Company’s 50 largest commercial tenants for the Consolidated Properties as of December 31, 2015 based upon annualized base rental revenue:
 

             
     
Percentage of
      
   
Annualized
Company
Square
Percentage
Year of
 
Number of
Base Rental
Annualized Base
Feet
Total Company
Lease
 
Properties
Revenue ($) (a)
Rental Revenue (%)
Leased
Leased Sq. Ft. (%)
Expiration
             
DB Services New Jersey, Inc.
2
12,335,216
2.5
409,166
2.0
2017
National Union Fire Insurance
            
  Company of Pittsburgh, PA
2
11,191,057
2.3
388,651
1.9
(b)
Bank Of Tokyo-Mitsubishi FUJI, Ltd.
1
10,540,716
2.1
282,606
1.4
(c)
United States of America-GSA
12
9,357,707
1.9
287,169
1.4
(d)
Forest Research Institute, Inc.
1
9,070,892
1.8
215,659
1.1
2017
ICAP Securities USA, LLC
2
7,608,702
1.5
180,946
0.9
(e)
Montefiore Medical Center
7
7,432,828
1.5
314,049
1.5
(f)
KPMG, LLP
3
6,483,411
1.3
224,364
1.1
(g)
Daiichi Sankyo, Inc.
1
6,381,982
1.3
171,900
0.8
2022
TD Ameritrade Online Holdings
1
6,223,323
1.3
188,776
0.9
2020
Merrill Lynch Pierce Fenner
2
6,173,816
1.2
303,545
1.5
(h)
CohnReznick, LLP
3
4,983,681
1.0
170,141
0.8
(i)
New Cingular Wireless PCS, LLC
2
4,841,564
1.0
212,816
1.0
(j)
HQ Global Workplaces, LLC
15
4,691,873
0.9
244,120
1.2
(k)
Vonage America, Inc.
1
4,515,000
0.9
350,000
1.7
2023
Arch Insurance Company
1
4,005,563
0.8
106,815
0.5
2024
AECOM Technology Corporation
1
3,707,752
0.7
91,414
0.4
2029
Brown Brothers Harriman & Co.
1
3,673,536
0.7
114,798
0.6
2026
Morgan Stanley Smith Barney
3
3,665,965
0.7
129,896
0.6
(l)
UBS Financial Services, Inc.
3
3,606,759
0.7
127,429
0.6
(m)
Allstate Insurance Company
5
3,250,962
0.7
135,816
0.7
(n)
SunAmerica Asset Management, LLC
1
3,167,756
0.6
69,621
0.3
2018
Alpharma, LLC
1
3,142,580
0.6
112,235
0.6
2018
Tullett Prebon Holdings Corp.
1
3,127,970
0.6
100,759
0.5
2023
TierPoint New York, LLC
2
3,014,150
0.6
131,078
0.6
2024
E*Trade Financial Corporation
1
2,930,757
0.6
106,573
0.5
2022
Natixis North America, Inc.
1
2,823,569
0.6
89,907
0.4
2021
AAA Mid-Atlantic, Inc.
2
2,779,829
0.6
129,784
0.6
(o)
SUEZ Water Management & Services Inc.
1
2,727,383
0.6
121,217
0.6
(p)
Plymouth Rock Management Company
            
  of New Jersey
2
2,725,811
0.6
106,618
0.5
2020
Tradeweb Markets, LLC
1
2,721,070
0.6
65,242
0.3
2027
New Jersey Turnpike Authority
1
2,605,798
0.5
100,223
0.5
2017
Continental Casualty Company
2
2,596,584
0.5
94,224
0.5
(q)
Lowenstein Sandler LLP
1
2,565,602
0.5
98,677
0.5
2017
Connell Foley, LLP
2
2,475,314
0.5
95,130
0.5
(r)
Bunge Management Services, Inc.
1
2,372,387
0.5
91,509
0.4
(s)
Movado Group, Inc.
1
2,359,824
0.5
98,326
0.5
2018
Bozzuto & Associates, Inc.
1
2,359,542
0.5
104,636
0.5
2025
Herzfeld & Rubin, P.C.
1
2,337,363
0.5
56,322
0.3
2030
AMTrust Financial Services, Inc.
1
2,306,760
0.5
76,892
0.4
2023
Savvis Communications Corporation
1
2,287,168
0.5
71,474
0.4
2025
Norris, McLaughlin & Marcus, PA
1
2,259,738
0.5
86,913
0.4
2017
Barr Laboratories, Inc.
1
2,209,107
0.4
89,510
0.4
2016
Sumitomo Mitsui Banking Corp.
2
2,170,167
0.4
71,153
0.3
2021
New Jersey City University
1
2,084,614
0.4
68,348
0.3
2035
Sun Chemical Management, LLC
1
2,034,798
0.4
66,065
0.3
2019
Syncsort, Inc.
1
1,991,439
0.4
73,757
0.4
2018
Jeffries, LLC
1
1,945,653
0.4
62,763
0.3
2023
American General Life Insurance Company
1
1,854,975
0.4
74,199
0.4
2024
Bressler, Amery & Ross, P.C.
1
1,766,850
0.4
70,674
0.3
2023
             
Totals
  
205,486,863
41.5
7,233,905
35.1
  
 See footnotes on subsequent page.  
 
 
 
30
 

 
Significant Tenants Footnotes


   
(a)
Annualized base rental revenue is based on actual December 2015 billings times 12. For leases whose rent commences after January 1, 2016, annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
(b)
271,533 square feet expire in 2018; 117,118 square feet expire in 2019.
(c) 
20,649 square feet expire in 2018; 24,607 square feet expire in 2019; 237,350 square feet expire in 2029.
(d)
70,163  square feet expire in 2016; 147,606 square feet expire in 2018; 28,102 square feet expire in 2020; 21,596 square feet expire in 2022; 19,702 square feet expire in 2023.
(e)
159,834 square feet expire in 2017; 21,112 square feet expire in 2025.
(f)
26,535 square feet expire in 2016; 75,814 square feet expire in 2017; 36,385 square feet expire in 2018; 133,763 square feet expire in 2019; 8,600 square feet expire in 2020; 14,842 square feet expire in 2021; 9,610 square feet expire in 2022; 8,500 square feet expire in 2023.
(g)
88,652 square feet expire in 2017; 81,371 square feet expire in 2019; 54,341 square feet expire in 2026.
(h)
294,189 square feet expire in 2017; 9,356 square feet expire in 2019.
(i)
15,085 square feet expire in 2017; 1,021 square feet expire in 2018; 154,035 square feet expire in 2020.
(j)
65,751 square feet expire in 2016; 147,065 square feet expire in 2018.
(k)
12,407 square feet expire in 2017; 41,549 square feet expire in 2019; 21,008 square feet expire in 2020; 32,579 square feet expire in 2021; 15,523 square feet expire in 2023; 105,646 square feet expire in 2024; 15,408 square feet expire in 2027.
(l)
26,262 square feet expire in 2018; 61,239 square feet expire in 2025; 42,395 square feet expire in 2026.
(m)
42,360 square feet expire in 2016; 13,340 square feet expire in 2022; 26,713 square feet expire in 2024; 45,016 square feet expire in 2026.
(n)
4,014 square feet expire in 2016; 75,740 square feet expire in 2017; 51,606 square feet expire in 2018; 4,456 square feet expire in 2019.
(o)
9,784 square feet expire in 2017; 120,000 square feet expire in 2027.
(p)
4,857 square feet expire in 2016; 116,360 square feet expire in 2035.
(q)
19,416 square feet expire in 2016; 74,808 square feet expire in 2031.
(r)
77,719 square feet expire in 2016; 17,411 square feet expire in 2026.
(s)
25,206 square feet expire in 2016; 66,303 square feet expire in 2025.
   



 

 
31
 

SCHEDULE OF LEASE EXPIRATIONS

The following table sets forth a schedule of lease expirations for the total of the Company’s office, office/flex, industrial/warehouse and stand-alone retail properties included in the Consolidated Properties beginning January 1, 2016, assuming that none of the tenants exercise renewal or termination options:


               
           
Average
  
           
Annual Base
  
     
Percentage Of
  
Rent Per Net
  
   
Net Rentable
Total Leased
Annualized
Rentable
Percentage Of
   
Area Subject
Square Feet
Base Rental
Square Foot
Annual Base
 
Number Of
To Expiring
Represented
Revenue Under
Represented
Rent Under
Year Of
Leases
Leases
By Expiring
Expiring
By Expiring
Expiring
Expiration
Expiring (a)
(Sq. Ft.)
Leases (%)
Leases ($) (b)
Leases ($)
Leases (%)
               
2016
267
1,572,681
  
7.7
36,045,597
22.92
7.3
               
2017
329
3,591,173
  
17.6
90,429,372
25.18
18.3
               
2018
297
2,893,301
  
14.2
66,931,429
23.13
13.5
               
2019
252
2,459,708
  
12.1
53,078,243
21.58
10.7
               
2020
218
1,748,600
  
8.6
38,862,232
22.22
7.9
               
2021
156
1,511,466
  
7.4
39,344,311
26.03
8.0
               
2022
104
1,100,641
  
5.4
27,239,446
24.75
5.5
               
2023
77
1,580,626
  
7.8
36,177,980
22.89
7.3
               
2024
63
1,127,620
  
5.5
28,279,528
25.08
5.7
               
2025
37
679,680
  
3.3
15,737,169
23.15
3.2
               
2026
39
803,722
  
4.0
22,626,630
28.15
4.6
               
2027 and thereafter
29
1,303,149
  
6.4
39,674,099
30.44
8.0
Totals/Weighted
              
  Average
1,868
20,372,367
(c) (d)
100.0
494,426,036
24.27
100.0

(a)  
Includes office, office/flex, industrial/warehouse and stand-alone retail property tenants only. Excludes leases for amenity, retail, parking and month-to-month tenants.  Some tenants have multiple leases.
(b)  
Annualized base rental revenue is based on actual December 2015 billings times 12.  For leases whose rent commences after January 1, 2016 annualized base rental revenue is based on the first full month’s billing times 12.  As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
(c)  
Includes leases expiring December 31, 2015 aggregating 69,522 square feet and representing annualized rent of $1,564,211 for which no new leases were signed.
(d)  
Reconciliation to Company’s total net rentable commercial square footage is as follows:

     
     
   
Square Feet
Square footage leased to commercial tenants
  
20,372,367
Square footage used for corporate offices, management offices, building use, retail tenants, food services, other ancillary service tenants and occupancy adjustments
  
492,866
Square footage unleased
  
3,346,647
Total net rentable commercial square footage (does not include land leases)
  
24,211,880
     



 
32
 

INDUSTRY DIVERSIFICATION

The following table lists the Company’s 30 largest commercial tenants industry classifications based on annualized contractual base rent of the Consolidated Properties:


         
 
Annualized
Percentage of
  
Percentage of
 
Base Rental
Company
Square
Total Company
 
Revenue
Annualized Base
Feet Leased
Leased
Industry Classification (a)
($) (b) (c) (d)
Rental Revenue (%)
(c) (d)
Sq. Ft. (%)
Securities, Commodity Contracts & Other Financial
73,300,946
14.8
2,411,919
11.8
Insurance Carriers & Related Activities
53,005,697
10.7
1,909,858
9.4
Manufacturing
37,064,034
7.5
1,727,033
8.5
Legal Services
33,985,830
6.9
1,256,507
6.2
Credit Intermediation & Related Activities
31,980,298
6.5
1,043,929
5.1
Computer System Design Services
23,435,938
4.7
998,329
4.9
Accounting/Tax Prep.
22,512,824
4.6
811,535
4.0
Health Care & Social Assistance
21,929,119
4.4
1,141,578
5.6
Wholesale Trade
17,043,454
3.4
1,145,478
5.6
Telecommunications
16,633,309
3.4
904,012
4.4
Scientific Research/Development
15,345,895
3.1
506,622
2.5
Public Administration
15,001,287
3.0
532,084
2.6
Architectural/Engineering
13,795,448
2.8
535,368
2.6
Admin & Support, Waste Mgt. & Remediation Services
13,677,967
2.8
669,030
3.3
Management/Scientific
11,518,092
2.3
440,580
2.2
Other Services (except Public Administration)
11,505,422
2.3
464,951
2.3
Other Professional
10,851,013
2.2
495,727
2.4
Real Estate & Rental & Leasing
8,304,371
1.7
441,061
2.2
Advertising/Related Services
7,942,701
1.6
286,754
1.4
Retail Trade
7,842,352
1.6
467,833
2.3
Utilities
7,376,726
1.5
325,889
1.6
Transportation
6,309,982
1.3
315,484
1.5
Construction
4,983,050
1.0
276,448
1.4
Educational Services
4,651,356
0.9
192,576
0.9
Data Processing Services
3,963,335
0.8
144,947
0.7
Publishing Industries
3,776,840
0.8
185,577
0.9
Arts, Entertainment & Recreation
3,300,499
0.7
240,102
1.2
Agriculture, Forestry, Fishing & Hunting
2,372,387
0.5
91,509
0.4
Information Services
2,031,789
0.4
67,021
0.3
Broadcasting
1,812,224
0.4
52,732
0.3
Other
7,171,851
1.4
289,894
1.5
         
TOTAL
494,426,036
100.0
20,372,367
100.0

(a)  
The Company’s tenants are classified according to the U.S. Government’s North American Industrial Classification System (NAICS).
(b)  
Annualized base rental revenue is based on actual December 2015 billings times 12.  For leases whose rent commences after January 1, 2016, annualized base rental revenue is based on the first full month's billing times 12.  As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
(c)  
Includes leases in effect as of the period end date, some of which have commencement dates in the future, and leases expiring December 31, 2015 aggregating 69,522 square feet and representing annualized rent of $1,564,211 for which no new leases were signed.
(d)  
Includes office, office/flex, industrial/warehouse and stand-alone retail tenants only.  Excludes leases for amenity, retail, parking and month-to-month tenants.  Some tenants have multiple leases.


 
33
 

MARKET DIVERSIFICATION

The following table lists the Company’s markets, based on annualized commercial contractual base rent of the Consolidated Properties:


           
     
Percentage Of
    
     
Company
    
   
Annualized Base
Annualized
Total Property
  
   
Rental Revenue
Base Rental
Size Rentable
Percentage Of
Market
  
($) (a) (b) (c)
Revenue (%)
Area (b) (c)
Rentable Area (%)
Jersey City, NJ
119,195,761
24.1
4,334,714
17.9
Newark, NJ
        
 (Essex-Morris-Union Counties)
110,195,104
22.3
5,420,940
22.4
Westchester-Rockland, NY
69,084,337
14.0
3,895,912
16.1
Bergen-Passaic, NJ
63,016,235
12.7
3,315,518
13.7
Middlesex-Somerset-Hunterdon, NJ
29,242,482
5.9
1,316,655
5.4
Monmouth-Ocean, NJ
28,543,735
5.8
1,620,863
6.7
Washington, DC-MD-VA-WV
26,863,635
5.4
1,292,807
5.3
Trenton, NJ
18,347,675
3.7
956,597
4.0
New York (Manhattan)
17,966,697
3.6
524,476
2.2
Southern NJ
7,746,322
1.6
1,260,398
5.2
Stamford-Norwalk, CT
4,224,053
0.9
273,000
1.1
         
Totals
494,426,036
100.0
24,211,880
100.0

(a)  
Annualized base rental revenue is based on actual December 2015 billings times 12.  For leases whose rent commences after January 1, 2016, annualized base rental revenue is based on the first full month’s billing times 12.  As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
(b)  
Includes leases in effect as of the period end date, some of which have commencement dates in the future, and leases expiring December 31, 2015 aggregating 69,522 square feet and representing annualized rent of $1,564,211 for which no new leases were signed.
(c)  
Includes office, office/flex, industrial/warehouse and stand-alone retail tenants only.  Excludes leases for amenity, retail, parking and month-to-month tenants. Some tenants have multiple leases.



 
34
 

ITEM 3.                 LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or to which any of the Properties is subject.

ITEM 4.                 MINE SAFETY DISCLOSURES

Not applicable.



 
35
 

PART II

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

MARKET INFORMATION

The shares of the Company’s common stock are traded on the New York Stock Exchange (“NYSE”) under the symbol “CLI.”

The following table sets forth the quarterly high, low, and closing price per share of Common Stock reported on the NYSE for the years ended December 31, 2015 and 2014, respectively:


                 
For the Year Ended December 31, 2015
                
                 
   
High
    
Low
    
Close
First Quarter
$
20.11
  
$
18.01
  
$
19.28
Second Quarter
$
19.73
  
$
16.85
  
$
18.43
Third Quarter
$
21.12
  
$
18.01
  
$
18.88
Fourth Quarter
$
24.26
  
$
18.67
  
$
23.35
                 
For the Year Ended December 31, 2014
                
                 
   
High
    
Low
    
Close
First Quarter
$
23.23
  
$
19.75
  
$
20.79
Second Quarter
$
22.44
  
$
19.98
  
$
21.48
Third Quarter
$
22.05
  
$
18.95
  
$
19.11
Fourth Quarter
$
20.11
  
$
17.92
  
$
19.06

On February 22, 2016, the closing Common Stock price reported on the NYSE was $18.88 per share.

On May 18, 2015, the Company filed with the NYSE its annual CEO Certification and Annual Written Affirmation pursuant to Section 303A.12 of the NYSE Listed Company Manual, each certifying that the Company was in compliance with all of the listing standards of the NYSE.

HOLDERS

On February 22, 2016, the Company had 373 common shareholders of record.  This does not include beneficial owners for whom Cede & Co. or others act as nominee.

RECENT SALES OF UNREGISTERED SECURITIES; USES OF PROCEEDS FROM REGISTERED SECURITIES

During the three months ended December 31, 2015, the Company issued 273,298 shares of common stock to holders of common units in the Operating Partnership upon the redemption of such common units in private offerings pursuant to Section 4(a)(2) of the Securities Act.  The holders of the common units were limited partners of the Operating Partnership and accredited investors under Rule 501 of the Securities Act.  The common units were converted into an equal number of shares of common stock.  The Company has registered the resale of such shares under the Securities Act.

DIVIDENDS AND DISTRIBUTIONS

During the year ended December 31, 2015, the Company declared four quarterly cash dividends on its common stock and common units of $0.15 per share and unit for each of the first to the fourth quarters.

During the year ended December 31, 2014, the Company declared four quarterly cash dividends on its common stock and common units of $0.30 per share and unit for the first quarter and $0.15 per share and unit for each of the second to the fourth quarters.
 
 
 
36
 

 
The declaration and payment of dividends and distributions will continue to be determined by the Board of Directors in light of conditions then existing, including the Company’s earnings, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions and the general overall economic conditions and other factors.

PERFORMANCE GRAPH

The following graph compares total stockholder returns from the last five fiscal years to the Standard & Poor’s 500 Index (“S&P 500”) and to the National Association of Real Estate Investment Trusts, Inc.’s FTSE NAREIT Equity REIT Index (“NAREIT”).  The graph assumes that the value of the investment in the Company’s Common Stock and in the S&P 500 and NAREIT indices was $100 at December 31, 2010 and that all dividends were reinvested.  The price of the Company’s Common Stock on December 31, 2010 (on which the graph is based) was $33.06.  The past stockholder return shown on the following graph is not necessarily indicative of future performance.

Comparison of Five-Year Cumulative Total Return
 
 
 
 

 

 
37
 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


Equity Compensation Plan Information
 
The following table summarizes information, as of December 31, 2015, relating to equity compensation plans of the Company (including individual compensation arrangements) pursuant to which equity securities of the Company are authorized for issuance.

                 
Plan Category
(a)
Number of Securities to be
Issued Upon Exercise of
Outstanding Options and
Rights
  
(b)
Weighted-Average
Exercise Price of
Outstanding Options
and Rights
  
(c)
Number of Securities
Remaining Available
for Future Issuance
Under Equity Compensation
Plans (excluding
securities reflected
in column(a))
Equity Compensation Plans
                
Approved by
                
Stockholders……………………
1,056,213
(2)
  
17.33
(3)
  
3,416,581
  
Equity Compensation Plans
                
Not Approved by
                
Stockholders(1)…………………
178,039
    
N/A
    
N/A
(4)
Total
1,234,252
    
N/A
    
3,416,581
  

 
   
(1)
The only plan included in the table that was adopted without stockholder approval was the Directors’ Deferred Compensation Plan.  See Note 15: Mack-Cali Realty Corporation Stockholders’ Equity - Deferred Stock Compensation Plan For Directors.

(2)
Includes 98,669 shares of unvested restricted common stock, 805,000 unvested options, 38,136 unvested restricted stock units (RSUs), including unvested dividend equivalents thereon, and 114,408 unvested performance share units (PSUs), including unvested dividend equivalents thereon.

(3)
Weighted average exercise price of outstanding options; excludes restricted common stock, RSUs and PSUs.

(4)
The Directors’ Deferred Compensation Plan does not limit the number of stock units issuable thereunder, but applicable SEC and NYSE rules restricted the aggregate number of stock units issuable thereunder to one percent (1%) of the Company’s outstanding shares when the plan commenced on January 1, 1999.


 
38
 

ITEM 6.                      SELECTED FINANCIAL DATA

The following table sets forth selected financial data on a consolidated basis for the Company.  The consolidated selected operating and balance sheet data of the Company as of December 31, 2015, 2014, 2013, 2012 and 2011, and for the years then ended have been derived from the Company’s financial statements for the respective periods.


                             
Operating Data (a)
  
           Year Ended December 31,
In thousands, except per share data
  
2015
    
2014
    
2013
    
2012
    
2011
Total revenues
$
 594,883 
  
$
 636,799 
  
$
 667,031 
  
$
 650,632 
  
$
 652,235 
Property expenses (b)
$
 246,604 
  
$
 276,193 
  
$
 254,474 
  
$
 241,955 
  
$
 248,107 
Direct construction costs
$
 -
  
$
 -
  
$
 14,945 
  
$
 12,647 
  
$
 11,458 
Real estate services expenses
$
 25,583 
  
$
 26,136 
  
$
 22,716 
  
$
 3,746 
  
$
 1,065 
General and administrative (c)
$
 49,147 
  
$
 71,051 
  
$
 47,040 
  
$
 41,891 
  
$
 35,137 
Impairments
$
 197,919 
  
$
 -
  
$
 110,853 
  
$
 9,845 
  
$
 -
Interest expense
$
 103,051 
  
$
 112,878 
  
$
 123,701 
  
$
 122,039 
  
$
 123,858 
Realized gains (losses) on disposition of
                            
  rental property, net
$
 53,261 
  
$
 54,848 
  
$
 -
  
$
 -
  
$
 -
Income (loss) from continuing operations
$
 (142,052)
  
$
 31,391 
  
$
 (89,686)
  
$
 37,566 
  
$
 59,499 
Discontinued operations: Realized gains (losses)
                            
  and unrealized losses on disposition of
                            
  rental property and impairments, net
$
 -
  
$
 -
  
$
 59,520 
  
$
 (13,175)
  
$
 -
Net income (loss) available to common shareholders
$
 (125,752)
  
$
 28,567 
  
$
 (14,909)
  
$
 40,922 
  
$
 69,684 
Income (loss) from continuing operations
                            
  per share – basic
$
 (1.41)
  
$
 0.32 
  
$
 (0.88)
  
$
 0.38 
  
$
 0.59 
Income (loss) from continuing operations
                            
  per share – diluted
$
 (1.41)
  
$
 0.32 
  
$
 (0.88)
  
$
 0.38 
  
$
 0.59 
Net income (loss) per share – basic
$
 (1.41)
  
$
 0.32 
  
$
 (0.17)
  
$
 0.47 
  
$
 0.81 
Net income (loss) per share – diluted
$
 (1.41)
  
$
 0.32 
  
$
 (0.17)
  
$
 0.47 
  
$
 0.81 
Dividends declared per common share
$
 0.60 
  
$
 0.75 
  
$
 1.35 
  
$
 1.80 
  
$
 1.80 
Basic weighted average shares outstanding
  
 89,291 
    
 88,727 
    
 87,762 
    
 87,742 
    
 86,047 
Diluted weighted average shares outstanding
  
 100,222 
    
 100,041 
    
 99,785 
    
 99,996 
    
 98,962 
                             
Balance Sheet Data
  
December 31,
In thousands
  
2015
    
2014
    
2013
    
2012
    
2011
Rental property, before accumulated
                            
  depreciation and amortization
$
 4,807,718 
  
$
 4,958,179 
  
$
 5,129,933 
  
$
 5,379,436 
  
$
 5,279,770 
Total assets
$
 4,063,490 
  
$
 4,192,247 
  
$
 4,515,328 
  
$
 4,526,045 
  
$
 4,295,759 
Total debt (d)
$
 2,154,920 
  
$
 2,088,654 
  
$
 2,362,766 
  
$
 2,204,389 
  
$
 1,914,215 
Total liabilities
$
 2,379,782 
  
$
 2,310,236 
  
$
 2,596,873 
  
$
 2,457,538 
  
$
 2,141,759 
Total Mack-Cali Realty Corporation
                            
  stockholders’ equity
$
 1,455,676 
  
$
 1,624,781 
  
$
 1,642,359 
  
$
 1,766,974 
  
$
 1,889,564 
Total noncontrolling interests in subsidiaries
$
 228,032 
  
$
 257,230 
  
$
 276,096 
  
$
 301,533 
  
$
 264,436 

(a)
Certain reclassifications have been made to prior period amounts in order to conform with current period presentation.
(b)
Property expenses is calculated by taking the sum of real estate taxes, utilities and operating services for each of the periods presented.
(c)
Amount for the year ended December 31, 2014 includes $23.8 million of severance costs related to the departure of the Company’s former chief executive officer and departure of certain of the Company’s other executive officers in 2014.
(d)
Total debt is calculated by taking the sum of senior unsecured notes, revolving credit facilities, and mortgages, loans payable and other obligations.


 
39
 

ITEM 7.          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements of Mack-Cali Realty Corporation and the notes thereto (collectively, the “Financial Statements”).  Certain defined terms used herein have the meaning ascribed to them in the Financial Statements.


Executive Overview

Mack-Cali Realty Corporation together with its subsidiaries, (the “Company”) has been involved in all aspects of commercial real estate development, management and ownership for over 60 years and has been a publicly-traded real estate investment trust (REIT) since 1994.  The Company owns or has interests in 275 properties (collectively, the “Properties”), consisting of 147 office and 109 flex properties, primarily class A office and office/flex buildings, totaling approximately 29.9 million square feet, leased to approximately 1,900 commercial tenants and 19 multi-family rental properties containing 5,644 residential units.  The Properties are located primarily in the Northeast, some with adjacent, Company-controlled developable land sites able to accommodate up to 5.3 million square feet of additional commercial space and approximately 11,300 apartment units. 

The Company’s historical strategy has been to focus its operations, acquisition and development of office properties in high-barrier-to-entry markets and sub-markets where it believes it is, or can become, a significant and preferred owner and operator.  In September 2015, the Company announced a three-year strategic initiative to transform into a more concentrated owner of New Jersey Hudson River waterfront and transit-oriented office properties and a regional owner of luxury multi-family residential properties. In furtherance of this strategy, the Company has commenced a comprehensive review of its portfolio and operations and is developing a business strategy that focuses on reshaping its portfolio over time.  As part of this plan, the Company anticipates that it may dispose of a significant number of its properties that do not meet its long-term goals, and, in September 2015, compiled a list of its properties that it considers as non-core to its ongoing operations.  Specifically, the Company considers a non-core property to have one or more of the following attributes:  (1) assets that do not offer an opportunity to create a competitive advantage; (2) assets that produce a low cash yield; (3) assets which have physical attributes that constrain their market competitiveness; and (4) assets located in low growth markets.  The Company believes that the potential sales of these non-core properties over time would result in total estimated sales proceeds ranging from approximately $600 million to $800 million. 

As a result of this disposition strategy, for the year ended December 31, 2015, the Company evaluated the recoverability of the carrying values of non-core properties and determined that due to the shortening of the expected periods of ownership it was necessary to reduce the carrying values of 22 rental properties to their estimated fair values and recorded an impairment charge on these properties of $192.3 million.
 
As an owner of real estate, almost all of the Company’s earnings and cash flow are derived from rental revenue received pursuant to leased space at the Properties.  Key factors that affect the Company’s business and financial results include the following: 

   
· 
the general economic climate;
· 
the occupancy rates of the Properties;
· 
rental rates on new or renewed leases;
· 
tenant improvement and leasing costs incurred to obtain and retain tenants;
· 
the extent of early lease terminations;
· 
the value of our office properties and the cash flow from the sale of such properties;
· 
operating expenses;
· 
anticipated acquisition and development costs for office and multi-family rental properties and the revenues and earnings from these properties;
· 
cost of capital; and
· 
the extent of acquisitions, development and sales of real estate, including the execution of the Company’s current strategic initiative.
 
Any negative effects of the above key factors could potentially cause a deterioration in the Company’s revenue and/or earnings.  Such negative effects could include: (1) failure to renew or execute new leases as current leases expire; (2) failure to renew or execute new leases with rental terms at or above the terms of in-place leases; and (3) tenant defaults. 
 
 
 
40
 
 
A failure to renew or execute new leases as current leases expire or to execute new leases with rental terms at or above the terms of in-place leases may be affected by several factors such as: (1) the local economic climate, which may be adversely impacted by business layoffs or downsizing, industry slowdowns, changing demographics and other factors; and (2) local real estate conditions, such as oversupply of the Company’s product types or competition within the market. 
 
Of the Company’s 10 core office markets, several have recently shown signs of improvement, while others have stabilized.  The percentage leased in the Company’s consolidated portfolio of stabilized operating commercial properties aggregating 24 million, 25 million and 28 million square feet at December 31, 2015, 2014 and 2013, respectively, was 86.2 percent leased at December 31, 2015, as compared to 84.2 percent leased at December 31, 2014 and 86.1 percent leased at December 31, 2013.  Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future and leases that expire at the period end date.  Leases that expired as of December 31, 2015, 2014 and 2013 aggregate 69,522, 205,220 and 690,895 square feet, respectively, or 0.3, 0.8 and 2.5 percentage of the net rentable square footage, respectively.  Rental rates (including escalations) on the Company’s commercial space that was renewed (based on first rents payable) during the year ended December 31, 2015 (on 2,513,087 square feet of renewals) increased an average of 0.2 percent compared to rates that were in effect under the prior leases, as compared to a 4.7 percent decrease during 2014 (on 1,649,145 square feet of renewals) and a 7.1 percent decrease in 2013 (on 2,420,483 square feet of renewals).  Estimated lease costs for the renewed leases in 2015 averaged $2.85 per square foot per year for a weighted average lease term of 3.6 years, estimated lease costs for the renewed leases in 2014 averaged $2.33 per square foot per year for a weighted average lease term of 4.0 years and estimated lease costs for the renewed leases in 2013 averaged $2.22 per square foot per year for a weighted average lease term of 3.8 years.  The Company has achieved positive leasing results in its core markets recently.  It believes that commercial vacancy rates may decrease and commercial rental rates may increase in some of its markets in 2016 and possibly beyond.  As of December 31, 2015, commercial leases which comprise approximately 7.3 and 18.3 percent of the Company’s annualized base rent are scheduled to expire during the years ended December 31, 2016 and 2017, respectively.  With the positive leasing results the Company has achieved in many of its markets recently, the Company believes that rental rates it is likely to achieve on new leases will generally be, on average, not lower than rates currently being paid.  Although the Company has recently achieved positive leasing activity, primarily in its core markets, if the recent leasing results do not prove to be sustaining during 2016 and beyond, the Company’s rental rates it may achieve on new leases may be lower than the rates currently being paid, resulting in the potential for less revenue from the same space.

As part of its strategic initiative described above, the Company may dispose of properties it considers non-core, and it may actively asset manage other low-growth real estate assets in a different way. The Company will selectively purchase assets in markets that it believes will offer above market returns.  The Company believes that the opportunity to invest in multi-family development properties at higher returns on cost will position the Company to potentially produce higher levels of net operating income than if the Company were to only purchase stabilized multi-family rental properties at market returns.  The Company anticipates that it will be several years before many of its multi-family development projects are income-producing.

The Company believes that there is a potential for Moody’s or Standard & Poor’s to lower their current investment grade ratings on the Company’s senior unsecured debt to sub-investment grade.  Amongst other things, any such downgrade by both Moody’s and Standard & Poor’s will increase the interest rate on outstanding borrowings under the Company’s $600 million unsecured revolving credit facility from LIBOR plus 130 basis points to LIBOR plus 170 basis points and the annual credit facility fee it pays will increase from 30 to 35 basis points.  In addition, a downgrade in its ratings to sub-investment grade would result in higher interest rates on senior unsecured debt that the Company may issue in the future as compared to issuing such debt with investment grade ratings.

The remaining portion of this Management’s Discussion and Analysis of Financial Condition and Results of Operations should help the reader understand our: 

   
· 
recent transactions;
· 
critical accounting policies and estimates;
· 
results of operations for the year ended December 31, 2015 as compared to the year ended December 31, 2014;
· 
results of operations for the year ended December 31, 2014 as compared to the year ended December 31, 2013; and
· 
liquidity and capital resources. 



 
41
 

Recent Transactions

Acquisitions
On January 5, 2016, the Company, which held a 50 percent interest in the property-owning entity, Overlook Ridge Apartment Investors LLC, acquired its remaining interest in a 371-unit multi-family operating property located in Malden, Massachusetts for $39.8 million.

On December 23, 2015, the Company acquired a vacant 147,241 square-foot office property located in the Mack-Cali Business Campus in Parsippany, New Jersey, for approximately $10.3 million, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.  This property is currently in redevelopment by the Company.

On November 12, 2015, the Company acquired a 196,128 square-foot, 95.6 percent leased office property adjacent to an existing Mack-Cali property located in Edison, New Jersey, for approximately $53.1 million, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.

Dispositions
The Company disposed of the following office properties during the year ended December 31, 2015 (dollars in thousands):

                             
       
Rentable
    
Net
    
Net
        
Disposition
    
# of
Square
    
Sales
    
Book
    
Realized
  
Date
Property/Address
Location
Bldgs.
 Feet
    
Proceeds
    
Value
    
Gain
  
01/15/15
1451 Metropolitan Drive
West Deptford, New Jersey
1
21,600
  
$
1,072
  
$
929
  
$
 143
  
05/27/15
10 Independence Blvd
Warren, New Jersey
1
120,528
    
18,351
(a)
  
15,114
    
 3,237
  
06/11/15
4 Sylvan Way
Parsippany, New Jersey
1
105,135
    
15,961
(a)
  
9,522
    
 6,439
  
06/26/15
14 Sylvan Way
Parsippany, New Jersey
1
203,506
    
79,977
    
55,253
    
 24,724
  
07/21/15
210 Clay Ave
Lyndhurst, New Jersey
1
121,203
    
14,766
(a)
  
5,202
    
 9,564
  
08/24/15
5 Becker Farm Rd
Roseland, New Jersey
1
118,343
    
18,129
(a)
  
8,975
    
 9,154
  
                             
Totals
    
6
 690,315
  
$
 148,256
  
$
 94,995
  
$
 53,261
  
                             
(a)   The Company transferred the deeds for these properties to the lender in satisfaction of its mortgage loan obligations totaling $59.7 million. The Company recorded an impairment charge of $25.2 million during the year ended December 31, 2013 as it estimated that the carrying value of the properties may not be recoverable over their anticipated holding periods.
  

On January 1, 2014, the Company adopted the new discontinued operations accounting standard and as the properties disposed of during the year ended December 31, 2015 did not represent a strategic shift (as the Company is not entirely exiting markets or property types), they have not been reflected as part of discontinued operations.
 
Impairments on Properties Held and Used
In September 2015, the Company announced a three-year strategic initiative to transform the Company into a more concentrated owner of New Jersey Hudson River waterfront and transit-oriented office properties and a regional owner of luxury multi-family residential properties. In connection with the transformation of the Company’s portfolio, management began developing a disposition plan in September 2015, which will be an ongoing assessment process.  Through this plan, the Company, in the coming years, expects to dispose of primarily office properties considered non-core to its ongoing operations.  As a result, at September 30, 2015, the Company evaluated the recoverability of the carrying values of these non-core properties, and determined that due to the shortening of the expected periods of ownership, it was necessary to reduce the carrying values of 22 rental properties to their estimated fair values.  Accordingly, the Company recorded an impairment charge of $158.6 million at September 30, 2015 reducing the aggregate carrying values of these properties from $554.3 million to their estimated fair values of $395.7 million.  At December 31, 2015, as a result of its periodic evaluation of the recoverability of the carrying values resulting from its ongoing assessment of non-core properties, the Company recorded an additional impairment charge of $33.7 million.

Four of the Company’s office properties are collateral for a mortgage loan that matured on August 11, 2014, with a principal balance of $63.3 million as of December 31, 2015. The loan was not repaid at maturity and the Company is in discussions with the lender regarding potential options in satisfaction of the obligation (see Note 10: Mortgages, Loans Payable and Other Obligations).   As of September 30, 2015, the Company estimated that the carrying value of three of these properties, aggregating 479,877 square feet and located in Roseland and Parsippany, New Jersey, may not be recoverable over their anticipated holding periods. In order to reduce the carrying values of the properties to their estimated fair values, the Company recorded impairment charges of $5.6 million at September 30, 2015, which resulted from the current decline in leasing activity and market rents of the properties identified.   The Company had previously recorded impairment charges on these properties at September 30, 2013 of $12.5 million.
 
 
 
42
 

 
Critical Accounting Policies and Estimates

The accompanying consolidated financial statements include all accounts of the Company, its majority-owned and/or controlled subsidiaries, which consist principally of Mack-Cali Realty, L.P. (the “Operating Partnership”), and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any.  See Note 2: Significant Accounting Policies – Investments in Unconsolidated Joint Ventures – to the Financial Statements, for the Company’s treatment of unconsolidated joint venture interests.  Intercompany accounts and transactions have been eliminated.

Accounting Standards Codification (“ASC”) 810, Consolidation, provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.  The Company consolidates VIEs in which it is considered to be the primary beneficiary.  The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the variable interest entity’s performance: and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE.

The Financial Statements have been prepared in conformity with generally accepted accounting principles (“GAAP”).  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements, and the reported amounts of revenues and expenses during the reported period.  Actual results could differ from these estimates.  Certain reclassifications have been made to prior period amounts in order to conform with current period presentation.  These estimates and assumptions are based on management’s historical experience that are believed to be reasonable at the time.  However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment.  The Company’s critical accounting policies are those which require assumptions to be made about matters that are highly uncertain.  Different estimates could have a material effect on the Company’s financial results.  Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions and circumstances.

Rental Property:
Rental properties are stated at cost less accumulated depreciation and amortization.  Costs directly related to the acquisition, development and construction of rental properties are capitalized.  Acquisition-related costs are expensed as incurred.  Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development.  Interest capitalized by the Company for the years ended December 31, 2015, 2014 and 2013 was $16.2 million, $15.5 million and $12.9 million, respectively.  Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  Fully-depreciated assets are removed from the accounts.

The Company considers a construction project as substantially completed and held available for occupancy upon the substantial completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup).  If portions of a rental project are substantially completed and occupied by tenants, or held available for occupancy, and other portions have not yet reached that stage, the substantially completed portions are accounted for as a separate project.  The Company allocates costs incurred between the portions under construction and the portions substantially completed and held available for occupancy, primarily based on a percentage of the relative square footage of each portion, and capitalizes only those costs associated with the portion under construction.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets.  The estimated useful lives are as follows:

   
Leasehold interests
Remaining lease term
Buildings and improvements
5 to 40 years
Tenant improvements
The shorter of the term of the
 
related lease or useful life
Furniture, fixtures and equipment
5 to 10 years

 
 
 
43
 
 
 
Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships.  The Company allocates the purchase price to the assets acquired and liabilities assumed based on their fair values. The Company records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction. In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information.  The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.  The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant.  Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases.  In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions.  In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses.  Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals.  The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases.  The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s rental properties held for use may be impaired.  In addition to identifying any specific circumstances which may affect a property or properties, management considers other criteria for determining which properties may require assessment for potential impairment.  The criteria considered by management include reviewing low leased percentages, significant near-term lease expirations, recently acquired properties, current and historical operating and/or cash flow losses, near-term mortgage debt maturities or other factors that might impact the Company’s intent and ability to hold the property.  A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the property over the fair value of the property.  The Company’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions.  These assumptions are generally based on management’s experience in its local real estate markets and the effects of current market conditions.  The assumptions are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property.  As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved, and actual losses or impairments may be realized in the future.  See Note 3: Recent Transactions – Impairments on Properties Held and Used – to the Financial Statements.

Rental Property Held for Sale:
When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets.  If, in management’s opinion, the estimated net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established.
 
 
 
44
 

 
If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used.  A property that is reclassified is measured and recorded individually at the lower of (a) its carrying value before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell.

Investments in Unconsolidated Joint Ventures:
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting.  The Company applies the equity method by initially recording these investments at cost, as Investments in Unconsolidated Joint Ventures, subsequently adjusted for equity in earnings and cash contributions and distributions.  The outside basis portion of the Company’s joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed.  Generally, the Company would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Company has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee.    If the venture subsequently generates income, the Company only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired.  An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the value of the investment.  The Company’s estimates of value for each investment (particularly in real estate joint ventures) are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and operating costs.  As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its impairment analyses may not be realized, and actual losses or impairment may be realized in the future.  See Note 4: Investments in Unconsolidated Joint Ventures – to the Financial Statements.

Revenue Recognition:
Base rental revenue is recognized on a straight-line basis over the terms of the respective leases.  Unbilled rents receivable represents the cumulative amount by which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed-rate renewal options for below-market leases.  The capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases.

Escalations and recoveries from tenants are received from tenants for certain costs as provided in the lease agreements.  These costs generally include real estate taxes, utilities, insurance, common area maintenance and other recoverable costs.

Construction services revenue includes fees earned and reimbursements received by the Company for providing construction management and general contractor services to clients.  Construction services revenue is recognized on the percentage of completion method.  Using this method, profits are recorded on the basis of our estimates of the overall profit and percentage of completion of individual contracts.  A portion of the estimated profits is accrued based upon estimates of the percentage of completion of the construction contract.  This revenue recognition method involves inherent risks relating to profit and cost estimates.

Real estate services revenue includes property management, development, construction and leasing commission fees and other services, and payroll and related costs reimbursed from clients.  Fee income derived from the Company’s unconsolidated joint ventures (which are capitalized by such ventures) are recognized to the extent attributable to the unaffiliated ownership interests.

Parking income includes income from parking spaces leased to tenants and others.
 
 
 
45
 

 
Other income includes income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.

Allowance for Doubtful Accounts:
Management performs a detailed review of amounts due from tenants to determine if an allowance for doubtful accounts is required based on factors affecting the collectability of the accounts receivable balances. The factors considered by management in determining which individual tenant receivable balances, or aggregate receivable balances, require a collectability allowance include the age of the receivable, the tenant’s payment history, the nature of the charges, any communications regarding the charges and other related information. Management’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income.

Discontinued Operations:
In April 2014, the Financial Accounting Standards Board (“FASB”) issued guidance related to the reporting of discontinued operation and disclosures of disposals of components of an entity.  This guidance defines a discontinued operation as a component or group of components disposed or classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and final result; the guidance states that a strategic shift could include a disposal of a major geographical area of operations, a major line of business, a major equity method investment or other major parts of an entity.  The guidance also provides for additional disclosure requirements in connection with both discontinued operations and other dispositions not qualifying as discontinued operations.  The guidance is effective for all companies for annual and interim periods beginning on or after December 15, 2014. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date.  All entities could early adopt the guidance for new disposals (or new classifications as held for sale) that had not been reported in financial statements previously issued or available for issuance. The Company elected to early adopt this standard effective with the interim period beginning January 1, 2014. Prior to January 1, 2014, properties identified as held for sale and/or disposed of were presented in discontinued operations for all periods presented. See Note 7: Discontinued Operations – to the Financial Statements.


 
46
 


Results From Operations

The following comparisons for the year ended December 31, 2015 (“2015”), as compared to the year ended December 31, 2014 (2014), and for 2014 as compared to the year ended December 31, 2013 (“2013”) make reference to the following:  (i) the effect of the “Same-Store Properties,” which represent all in-service properties owned by the Company at December 31, 2013, (for the 2015 versus 2014 comparisons), and which represent all in-service properties owned by the Company at December 31, 2012 (for the 2014 versus 2013 comparisons), excluding properties sold, disposed of, removed from service, or being redeveloped or repositioned from January 1, 2014 through December 31, 2015; (ii) the effect of the “Acquired Properties,” which represent all properties acquired by the Company or commencing initial operation from January 1, 2014 through December 31, 2015 (for the 2015 versus 2014 comparisons), and which represents all properties acquired by the Company or commencing initial operations from January 1, 2013 through December 31, 2014 (for the 2014 versus 2013 comparisons), and (iii) the effect of “Properties Sold” which represent properties sold, disposed of, or removed from service (including properties being redeveloped or repositioned) by the Company from January 1, 2014 through December 31, 2015.  During the 2015 and 2014 periods, four office properties, aggregating 657,523 square feet, were removed from service as they were being redeveloped by the Company.   

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014


                       
                       
   
           Year Ended
            
   
              December 31,
    
Dollar
   Percent
 
(dollars in thousands)
  
2015
    
2014
    
Change
   Change
 
Revenue from rental operations and other:
                      
Base rents
$
 487,041 
  
$
 516,727 
  
$
 (29,686)
  
 (5.7)
%
Escalations and recoveries from tenants
  
 62,481 
    
 78,554 
    
 (16,073)
  
 (20.5)
  
Parking income
  
 11,124 
    
 9,107 
    
 2,017 
  
 22.1 
  
Other income
  
 4,617 
    
 3,773 
    
 844 
  
 22.4 
  
Total revenues from rental operations
  
 565,263 
    
 608,161 
    
 (42,898)
  
 (7.1)
  
                       
Property expenses:
                      
Real estate taxes
  
 82,688 
    
 90,750 
    
 (8,062)
  
 (8.9)
  
Utilities
  
 55,965 
    
 72,822 
    
 (16,857)
  
 (23.1)
  
Operating services
  
 107,951 
    
 112,621 
    
 (4,670)
  
 (4.1)
  
Total property expenses
  
 246,604 
    
 276,193 
    
 (29,589)
  
 (10.7)
  
                       
Non-property revenues:
                      
Real estate services
  
 29,620 
    
 28,638 
    
 982 
  
 3.4 
  
Total non-property revenues
  
 29,620 
    
 28,638 
    
 982 
  
 3.4 
  
                       
Non-property expenses:
                      
Real estate services expenses
  
 25,583 
    
 26,136 
    
 (553)
  
 (2.1)
  
General and administrative
  
 49,147 
    
 71,051 
    
 (21,904)
  
 (30.8)
  
Acquisition-related costs
  
 1,560 
    
 2,118 
    
 (558)
  
 (26.3)
  
Depreciation and amortization
  
 170,402 
    
 172,490 
    
 (2,088)
  
 (1.2)
  
Impairments
  
 197,919
    
 -
    
 197,919
  
 -
  
Total non-property expenses
  
 444,611
    
 271,795 
    
 172,816
  
 63.6
  
Operating income (loss)
  
 (96,332)
    
 88,811 
    
 (185,143)
  
 (208.5)
  
Other (expense) income:
                      
Interest expense
  
 (103,051)
    
 (112,878)
    
 9,827 
  
 8.7 
  
Interest and other investment income
  
 794
    
 3,615 
    
 (2,821)
  
 (78.0)
  
Equity in earnings (loss) of unconsolidated joint ventures
  
 (3,172)
    
 (2,423)
    
 (749)
  
 (30.9)
  
Realized gains (losses) on disposition
                      
   of rental property, net
  
 53,261 
    
 54,848 
    
 (1,587)
  
 (2.9)
  
Gain on sale of investment in unconsolidated joint venture
  
 6,448 
    
 -
    
 6,448 
  
 -
  
Loss from early extinguishment of debt
  
 -
    
 (582)
    
 582 
  
 100.0 
  
Total other (expense) income
  
 (45,720)
    
 (57,420)
    
 11,700
  
 20.4 
  
Net income (loss)
  
 (142,052)
    
 31,391 
    
 (173,443)
  
 (552.5)
  
Noncontrolling interest in consolidated joint ventures
  
 1,044
    
 778 
    
 266
  
 34.2
  
Noncontrolling interest in Operating Partnership
  
 15,256
    
 (3,602)
    
 18,858
  
 523.5
  
Net income (loss) available to common shareholders
$
 (125,752)
  
$
 28,567 
  
$
 (154,319)
  
 (540.2)
%
 
 
 
 
47
 
 
 
The following is a summary of the changes in revenue from rental operations and property expenses in 2015 as compared to 2014 divided into Same-Store Properties, Acquired Properties and Properties Sold in 2014 and 2015:


                                               
   
      Total
      
        Same-Store
      
      Acquired
      
Properties
  
   
      Company
      
         Properties
      
       Properties
      
Sold in 2014 and 2015
  
   
Dollar
  
Percent
    
Dollar
  
Percent
    
Dollar
  
Percent
  
Dollar
   Percent
 
(dollars in thousands)
  
Change
  
Change
    
Change
  
Change
    
Change
  
Change
  
Change
   Change
 
Revenue from rental
                                              
  operations and other:
                                              
Base rents
$
 (29,686)
  
 (5.7)
%
  
$
 6,660 
  
 1.3 
%
  
$
 1,780 
  
 0.3 
%
  
$
 (38,126)
  
 (7.3)
%
Escalations and recoveries
                              
 
              
  from tenants
  
 (16,073)
  
 (20.5)
      
 (9,166)
  
 (11.7)
      
 128 
  
 0.2 
      
 (7,035)
  
 (9.0)
  
Parking income
  
 2,017 
  
 22.1 
      
 1,100 
  
 12.1 
      
 915 
  
 10.0 
      
 2 
  
 -
  
Other income
  
 844 
  
 22.4 
      
 547 
  
 14.5 
      
 (24)
  
 (0.6)
      
 321 
  
 8.5 
  
Total
$
 (42,898)
  
 (7.1)
%
  
$
 (859)
  
 (0.1)
%
  
$
 2,799 
  
 0.5 
%
  
$
 (44,838)
  
 (7.5)
%
                                               
Property expenses:
                                              
Real estate taxes
$
 (8,062)
  
 (8.9)
%
  
$
 (5,314)
  
 (5.9)
%
  
$
 2,034 
  
 2.2 
%
  
$
 (4,782)
  
 (5.2)
%
Utilities
  
 (16,857)
  
 (23.1)
      
 (10,701)
  
 (14.7)
      
 218 
  
 0.3 
      
 (6,374)
  
 (8.7)
  
Operating services
  
 (4,670)
  
 (4.1)
      
 1,545 
  
 1.4 
      
 1,268 
  
 1.1 
      
 (7,483)
  
 (6.6)
  
Total
$
 (29,589)
  
 (10.7)
%
  
$
 (14,470)
  
 (5.2)
%
  
$
 3,520 
  
 1.3 
%
  
$
 (18,639)
  
 (6.8)
%
                                               
OTHER DATA:
                                              
Number of Consolidated Properties
  
 223 
          
 221 
          
 2 
          
 26 
      
Commercial Square feet (in thousands)
  
 24,212 
          
 24,016 
          
 196 
          
 3,959 
      
Multi-family portfolio (number of units)
  
 1,301 
          
 1,081 
          
 220 
          
 -
      

Base rents.  Base rents for the Same-Store Properties increased $6.7 million, or 1.3 percent, for 2015 as compared to 2014, due primarily to an increase in occupancy in 2015 as compared to 2014, which resulted from a 90 basis point increase in the average same store percent leased to 85.0 percent from 84.1 percent and an increase in average rental rents per square foot to $22.27 from $22.23.

Escalations and recoveries.  Escalations and recoveries from tenants for the Same-Store Properties decreased $9.2 million, or 11.7 percent, for 2015 over 2014 due primarily to recoveries from tenants of higher electric expenses in 2014 which the Company partially recovers from tenants pursuant to the terms of most of its leases with significantly lower expenses to recover in 2015. 

Parking income.  Parking income for the Same-Store Properties increased $1.1 million, or 12.1 percent for 2015 as compared to 2014 due primarily to increased usage.

Other income.  Other income for the Same-Store Properties increased $0.5 million, or 14.5 percent due primarily to various small income items in 2015.

Real estate taxes.  Real estate taxes on the Same-Store Properties decreased $5.3 million, or 5.9 percent, for 2015 as compared to 2014. The change in real estate taxes principally results from an increase in tax appeal proceeds received in 2015 as compared to 2014.  Real estate taxes, without the effect of net tax appeal proceeds, increased $2.7 million, or 3.2 percent, for 2015 as compared to 2014 due primarily to increased rates.

Utilities.  Utilities for the year decreased $10.7 million, or 14.7 percent, for 2015 as compared to 2014.  Extended winter freeze conditions in early 2014 caused record electricity demand, and combined with reduced natural gas production and distribution disruptions, resulted in significant market price increases for electricity during the 2014 period.

Operating services.  Operating services for the Same-Store Properties increased $1.5 million, or 1.4 percent, due primarily to an increase in snow removal and other service costs for 2015 as compared to 2014.

Real estate services revenue.  Real estate services revenues (primarily reimbursement of property personnel costs) increased $1.0 million, or 3.4 percent, for 2015 as compared to 2014, due primarily to increased third party development and management activity in multi-family services in 2015 as compared to 2014.

 
 
 
48
 

 
Real estate services expenses.  Real estate services expenses decreased $0.6 million, or 2.1 percent, for 2015 as compared to 2014.  This decrease was due primarily to decreased compensation and related costs.

General and administrative.  General and administrative expenses decreased $21.9 million, or 30.8 percent, in 2015 as compared to 2014, which was primarily due to severance costs in 2014 of $23.8 million related to the departure of the Company’s Chief Executive Officer and certain of the Company’s other executive officers.

Acquisition-related costs.  The Company incurred transaction costs of $1.6 million in 2015 and $2.1 million in 2014 related to the Company’s property and joint venture acquisitions.  See Note 3 to the Financial Statements: Recent Transactions – Acquisitions.

Depreciation and amortization.  Depreciation and amortization decreased $2.1 million, or 1.2 percent, for 2015 over 2014.  This decrease was due primarily to assets of Same-Store Properties becoming fully amortized, and depreciation in 2014 for properties sold in 2014 and early 2015.  These were partially offset by accelerated depreciation in 2015 for properties being removed from service.

Impairments.  The Company recorded $197.9 million in impairment charges in 2015 on certain properties to reduce the carrying values to their estimated fair market values, with no such charges taken in 2014.  See Note 3: Recent Transactions – to the Financial Statements.

Interest expense.  Interest expense decreased $9.8 million, or 8.7 percent, for 2015 as compared to 2014.  This decrease was primarily the result of lower overall average debt balances in 2015 as compared to 2014.

Interest and other investment income.  Interest and other investment income decreased $2.8 million, or 78.0 percent, for 2015 as compared to 2014.  This was primarily due to interest income on lower average notes receivable balances in 2015.

Equity in earnings (loss) of unconsolidated joint ventures.  Equity in earnings of unconsolidated joint ventures decreased $0.7 million, or 30.9 percent, for 2015 as compared to 2014.  The decrease was due primarily to a loss of $3.7 million in 2015 from the Capitol Place Mezz venture (which commenced operations in 2015), and a gain of $2.3 million in 2014 from the Stanford SM venture (the venture’s note receivable was repaid in 2014).  These were partially offset by income of $3.8 million in 2015 from distributions received from the Keystone-Penn joint venture due to a loan refinancing of the venture’s property and a decreased loss from the Rosewood Lafayette Holdings joint venture (in which the Company sold its interest in 2015) of $0.8 million for 2015 as compared to 2014.

Realized gains (losses) on disposition of rental property, net.  The Company had realized gains on disposition of rental property of $53.3 million in 2015 and $54.8 million in 2014.  See Note 3: Recent Transactions – Dispositions – to the Financial Statements.

Gain on sale of investment in unconsolidated joint venture.  The Company realized a gain of $6.4 million in 2015 on the sale of its equity interest in the Rosewood Lafayette Holdings L.L.C. joint venture.

Loss from early extinguishment of debt.  In 2014, the Company recognized a loss from early extinguishment of debt of $582,000 due to the early redemption of $150 million principal amount of 5.125 percent Notes in December 2014, which were scheduled to mature in January 2015.

Net income (loss).  Net income decreased to a loss of approximately $142.0 million in 2015 from income of $31.4 million in 2014.  The decrease of $173.4 million was due to the factors discussed above.

Net income (loss) available to common shareholders.  Net income available to common shareholders decreased $154.3 million, or 540.2 percent, from income of $28.6 million in 2014 to a loss of approximately $125.7 million in 2015.  The decrease was primarily due to a decrease in net income of $173.4 million for 2015 as compared to 2014 (primarily due to the impairment charges in 2015 of $197.9 million).  This was partially offset by an increase in noncontrolling interest in Operating Partnership of $18.9 million for 2015 as compared to 2014, and an increase in noncontrolling interest in consolidated joint ventures of approximately $0.2 million for 2015 as compared to 2014.


 
49
 

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

                       
                       
   
          Year Ended
            
   
              December 31,
    
Dollar
   Percent
 
(dollars in thousands)
  
2014
    
2013
    
Change
   Change
 
Revenue from rental operations and other:
                      
Base rents
$
 516,727 
  
$
 540,165 
  
$
 (23,438)
  
 (4.3)
%
Escalations and recoveries from tenants
  
 78,554 
    
 72,758 
    
 5,796 
  
 8.0 
  
Parking income
  
 9,107 
    
 6,840 
    
 2,267 
  
 33.1 
  
Other income
  
 3,773 
    
 4,683 
    
 (910)
  
 (19.4)
  
Total revenues from rental operations
  
 608,161 
    
 624,446 
    
 (16,285)
  
 (2.6)
  
                       
Property expenses:
                      
Real estate taxes
  
 90,750 
    
 85,574 
    
 5,176 
  
 6.0 
  
Utilities
  
 72,822 
    
 63,622 
    
 9,200 
  
 14.5 
  
Operating services
  
 112,621 
    
 105,278 
    
 7,343 
  
 7.0 
  
Total property expenses
  
 276,193 
    
 254,474 
    
 21,719 
  
 8.5 
  
                       
Non-property revenues:
                      
Construction services
  
 -
    
 15,650 
    
 (15,650)
  
 (100.0)
  
Real estate services
  
 28,638 
    
 26,935 
    
 1,703 
  
 6.3 
  
Total non-property revenues
  
 28,638 
    
 42,585 
    
 (13,947)
  
 (32.8)
  
                       
Non-property expenses:
                      
Direct construction costs
  
 -
    
 14,945 
    
 (14,945)
  
 (100.0)
  
Real estate services expenses
  
 26,136 
    
 22,716 
    
 3,420 
  
 15.1 
  
General and administrative
  
 71,051 
    
 47,040 
    
 24,011 
  
 51.0 
  
Acquisition-related costs
  
 2,118 
    
 642 
    
 1,476 
  
 229.9 
  
Depreciation and amortization
  
 172,490 
    
 182,766 
    
 (10,276)
  
 (5.6)
  
Impairments
  
 -
    
 110,853 
    
 (110,853)
  
 (100.0)
  
Total non-property expenses
  
 271,795 
    
 378,962 
    
 (107,167)
  
 (28.3)
  
Operating income (loss)
  
 88,811 
    
 33,595 
    
 55,216 
  
 164.4 
  
Other (expense) income:
                      
Interest expense
  
 (112,878)
    
 (123,701)
    
 10,823 
  
 8.7 
  
Interest and other investment income
  
 3,615 
    
 2,903 
    
 712 
  
 24.5 
  
Equity in earnings (loss) of unconsolidated joint ventures
  
 (2,423)
    
 (2,327)
    
 (96)
  
 (4.1)
  
Realized gains (losses) on disposition
                      
   of rental property, net
  
 54,848 
    
 -
    
 54,848 
  
 -
  
Loss from early extinguishment of debt
  
 (582)
    
 (156)
    
 (426)
  
 (273.1)
  
Total other (expense) income
  
 (57,420)
    
 (123,281)
    
 65,861 
  
 53.4 
  
Income (loss) from continuing operations
  
 31,391 
    
 (89,686)
    
 121,077 
  
 135.0 
  
Discontinued operations:
                      
Income from discontinued operations
  
 -
    
 11,811 
    
 (11,811)
  
 (100.0)
  
Loss from early extinguishment of debt
  
 -
    
 (703)
    
 703 
  
 100.0 
  
Realized gains (losses) and unrealized losses on
                      
   disposition of rental property and impairments, net
  
 -
    
 59,520 
    
 (59,520)
  
 (100.0)
  
Total discontinued operations, net
  
 -
    
 70,628 
    
 (70,628)
  
 (100.0)
  
Net income (loss)
  
 31,391 
    
 (19,058)
    
 50,449 
  
 264.7 
  
Noncontrolling interest in consolidated joint ventures
  
 778 
    
 2,199 
    
 (1,421)
  
 (64.6)
  
Noncontrolling interest in Operating Partnership
  
 (3,602)
    
 10,459 
    
 (14,061)
  
 (134.4)
  
Noncontrolling interest in discontinued operations
  
 -
    
 (8,509)
    
 8,509 
  
 100.0 
  
Net income (loss) available to common shareholders
$
 28,567 
  
$
 (14,909)
  
$
 43,476 
  
 291.6 
%
 
 
 
 
50
 

 
The following is a summary of the changes in revenue from rental operations and property expenses in 2014 as compared to 2013 divided into Same-Store Properties, Acquired Properties and Properties Sold in 2014:

                                               
   
   Total
      
       Same-Store
      
   Acquired
      
        Properties
  
   
     Company
      
        Properties
      
     Properties
      
        Sold in 2014
  
   
Dollar
   Percent
 
    
Dollar
   Percent
 
    
Dollar
   Percent
 
    
Dollar
   Percent
 
(dollars in thousands)
  
Change
   Change
 
    
Change
   Change
 
    
Change
   Change
 
    
Change
   Change
 
Revenue from rental
                                              
  operations and other:
                                              
Base rents
$
 (23,438)
  
(4.3)
%
  
$
 (13,831)
  
(2.5)
%
  
$
 13,073
  
2.4
%
  
$
 (22,680)
  
 (4.2)
%
Escalations and recoveries
                              
 
              
  from tenants
  
 5,796
  
8.0
      
 8,840
  
12.2
      
 1,042
  
1.4
      
 (4,086)
  
 (5.6)
  
Parking income
  
 2,267
  
33.1
      
 (210)
  
(3.1)
      
 2,485
  
36.3
      
 (8)
  
 (0.1)
  
Other income
  
 (910)
  
(19.4)
      
 (1,475)
  
(31.5)
      
 644
  
13.8
      
 (79)
  
 (1.7)
  
Total
$
 (16,285)
  
(2.6)
%
  
$
 (6,676)
  
(1.0)
%
  
$
 17,244
  
2.7
%
  
$
 (26,853)
  
 (4.3)
%
                                               
Property expenses:
                                              
Real estate taxes
$
 5,176
  
6.0
%
  
$
 6,113
  
7.1
%
  
$
 2,483
  
2.9
%
  
$
 (3,420)
  
 (4.0)
%
Utilities
  
 9,200
  
14.5
      
 11,025
  
17.3
      
 862
  
1.4
      
 (2,687)
  
 (4.2)
  
Operating services
  
 7,343
  
7.0
      
 9,149
  
8.7
      
 2,732
  
2.6
      
 (4,538)
  
 (4.3)
  
Total
$
 21,719
  
8.5
%
  
$
 26,287
  
10.3
%
  
$
 6,077
  
2.4
%
  
$
 (10,645)
  
 (4.2)
%
                                               
OTHER DATA:
                                              
Number of Consolidated Properties
  
 232
          
 224
          
 8
          
 16
      
Commercial Square feet (in thousands)
  
 25,363
          
 25,137
          
 226
          
 2,611
      
Multi-family portfolio (number of units)
  
 1,301 
          
 -
          
 1,301
          
 -
      

Base rents.  Base rents for the Same-Store Properties decreased $13.8 million, or 2.5 percent, for 2014 as compared to 2013, due primarily to a decrease in occupancy and rental rates in 2014 as compared to 2013.

Escalations and recoveries.  Escalations and recoveries from tenants for the Same-Store Properties increased $8.8 million, or 12.2 percent, for 2014 over 2013 due primarily to recoveries from tenants of higher electric expenses in 2014 which the Company partially recovers from tenants pursuant to the terms of most of its leases.  Related to the Company’s recovery from tenants of the increases in 2014 of real estate taxes and operating services, the portion the Company is recovering of those expenses has generally been reduced in 2014 primarily as a result of lower occupancies, in conjunction with the re-set of base years on new and renewed leases, in 2014.

Parking income.  Parking income for the Same-Store Properties was relatively unchanged for 2014 as compared to 2013.

Other income.  Other income for the Same-Store Properties decreased $1.5 million, or 31.5 percent, due primarily to a decrease in lease breakage fees recognized in 2014 as compared to 2013.

Real estate taxes.  Real estate taxes on the Same-Store Properties increased $6.1 million, or 7.1 percent, for 2014 as compared to 2013. The change in real estate taxes principally results from a decrease in tax appeal proceeds received in 2014 as compared to 2013.  Real estate taxes, without the effect of net tax appeal proceeds, increased $0.7 million, or 0.9 percent, for 2014 as compared to 2013 due primarily to increased rates.

Utilities.  Utilities for the Same-Store Properties increased $11.0 million, or 17.3 percent, for 2014 as compared to 2013.  Extended winter freeze conditions in early 2014 caused record electricity demand, and combined with reduced natural gas production and distribution disruptions, resulted in significant market price increases for electricity during the period.

Operating services.  Operating services for the Same-Store Properties increased $9.1 million, or 8.7 percent, due primarily to an increase in repairs and maintenance, snow removal and insurance costs for 2014 as compared to 2013.

Construction services revenue.  Construction services revenue decreased $15.7 million to zero and direct construction costs decreased $14.9 million to zero in 2014 as compared to 2013 due to the Company’s phase out of this business segment.


 
51
 

Real estate services revenue.  Real estate services revenues (primarily reimbursement of property personnel costs) increased by $1.7 million, or 6.3 percent, for 2014 as compared to 2013, due primarily to increased development and management activity in multi-family services in 2014 as compared to 2013.

Real estate services expenses.  Real estate services expenses increased $3.4 million, or 15.1 percent, for 2014 as compared to 2013.  This increase was due primarily to increased compensation and related costs from increased development and management activity in multifamily services in 2014 as compared to 2013.

General and administrative.  General and administrative expenses increased $24.0 million in 2014 as compared to 2013, which was primarily due to severance costs related to the pending departure of the Company’s Chief Executive Officer and the departure of certain of the Company’s other executive officers in 2014.

Acquisition-related costs.  The Company incurred transaction costs of $2.1 million in 2014 and $0.6 million in 2013 related to the Company’s property and joint venture acquisitions.  See Note 3 to the Financial Statements: Recent Transactions – Acquisitions.

Depreciation and amortization.  Depreciation and amortization decreased by $10.3 million, or 5.6 percent, for 2014 over 2013.  This decrease was due primarily to a decrease of $4.6 million for the Same-Store Properties due to assets becoming fully amortized, and a decrease of $8.7 million for 2014 as compared to 2013 for the properties sold in 2014 (which were not classified as discontinued operations).  These were partially offset by an increase of $3.0 million for 2014 as compared to 2013 for the Acquired Properties.

Impairments.  The Company recorded $110.9 million in impairment charges in 2013, primarily on 18 properties to reduce their carrying values to their estimated fair market values, with no such charges taken in 2014.

Interest expense.  Interest expense decreased by $10.8 million, or 8.7 percent, for 2014 as compared to 2013.  This decrease was primarily the result of lower overall average debt balances in 2014 as compared to 2013.

Interest and other investment income.  Interest and other investment income increased $0.7 million, or 24.5 percent, for 2014 as compared to 2013.  This was primarily due to interest income on higher average notes receivable balances in 2014.

Equity in earnings (loss) of unconsolidated joint ventures.  Equity in earnings of unconsolidated joint ventures decreased $0.1 million, or 4.1 percent, for 2014 as compared to 2013.  The Company had decreased income in 2014 of $1.4 million from the Stamford SM venture (due to the venture’s note receivable being repaid in 2014), and an increased loss of $1.2 million in 2014 from the PruRose Riverwalk G venture.  These were partially offset by increased income of $2.5 million from the Crystal House Apartments Investors venture in 2014 (as a result of the joint venture being entered into in March 2013).

Realized gains (losses) on disposition of rental property, net.  The Company had realized gains on disposition of rental property of $54.8 million in 2014 (which were not classified as discontinued operations).  See Note 3: Recent Transactions – Dispositions – to the Financial Statements.

Loss from early extinguishment of debt.  In 2014, the Company recognized losses from early extinguishment of debt of $582,000 as compared to $156,000 in 2013.  The 2014 amount was due to the early redemption of $150 million principal amount of 5.125 percent Notes in December 2014, which were scheduled to mature in January 2015.  The 2013 amount was due to the partial early termination and extension of the Company’s revolving credit facility as a result of decreased participation of certain lenders in the facility.

Net income (loss).  Income from continuing operations increased to $31.4 million in 2014 from a loss of $89.7 million in 2013.  The increase of $121.1 million was due to the factors discussed above.

Net income (loss) available to common shareholders.  Net income available to common shareholders increased by $43.5 million, or 291.6 percent, from a loss of $14.9 million in 2013 to income of $28.6 million in 2014.  The increase was primarily due to an increase in income from continuing operations of $121.1 million for 2014 as compared to 2013 (mostly due to the impairment charges in 2013 of $110.9 million), an impairment charge of $23.9 million on discontinued operations in 2013, a decrease in noncontrolling interest in discontinued operations of $8.5 million for 2014 as compared to 2013 and a loss on early extinguishment of debt of $0.7 million in 2013.  These were partially offset by realized gains on disposition of rental property, net of $83.4 million in 2013 (which were classified as discontinued operations), a decrease in noncontrolling interest in Operating Partnership of $14.1 million for 2014 as compared to 2013, a decrease in income from discontinued operations of $11.8 million for 2014 as compared to 2013, and a decrease in noncontrolling interest in consolidated joint ventures of $1.4 million for 2014 as compared to 2013.
 
 
 
52
 
 
 
LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Overview:
Historically, rental revenue has been the Company’s principal source of funds to pay operating expenses, debt service, capital expenditures and dividends, excluding non-recurring capital expenditures.  To the extent that the Company’s cash flow from operating activities is insufficient to finance its non-recurring capital expenditures such as property acquisitions, development and construction costs and other capital expenditures, the Company has and expects to continue to finance such activities through borrowings under its revolving credit facility, other debt and equity financings, proceeds from the sale of properties and joint venture capital.

The Company expects to meet its short-term liquidity requirements generally through its working capital, which may include proceeds from the sales of office properties, net cash provided by operating activities and from its revolving credit facility.  The Company frequently examines potential property acquisitions and development projects and, at any given time, one or more of such acquisitions or development projects may be under consideration.  Accordingly, the ability to fund property acquisitions and development projects is a major part of the Company’s financing requirements.  The Company expects to meet its financing requirements through funds generated from operating activities, to the extent available, proceeds from property sales, joint venture capital, long-term and short-term borrowings (including draws on the Company’s revolving credit facility) and the issuance of additional debt and/or equity securities.

Repositioning of the Company’s Portfolio:
As described earlier relative to its current strategic initiative, the Company’s management has been reviewing its portfolio and identifying opportunities to divest of non-core office properties that no longer meet its long-term strategy, have reached their potential, are less efficient to operate, or when market conditions are favorable to be sold at attractive prices.  The Company anticipates redeploying the proceeds from non-core rental property sales in the near-term to acquire office properties, enhance amenities and infrastructure at existing office properties, develop, redevelop and acquire multi-family rental properties, as well as reposition certain office properties into multi-family residential and/or mixed use properties, in its core Northeast sub-markets.

Construction Projects:
On October 6, 2015, the Company entered into a joint venture partnership with XS Port Imperial Hotel, LLC (“XS”) to form XS Hotel Urban Renewal Associates LLC (“XS Hotel URA”) for the development and ownership of a 364-key dual branded hotel property located in Weehawken, New Jersey (“Port Imperial Hotel”).  Concurrently, the Company and XS entered into a separate joint venture partnership to form XS Hotel Associates, L.L.C. (“XS Hotel”) for the management and operations of the completed hotel development.  The Company holds a 90 percent interest and XS holds the remaining 10 percent interest in the consolidated joint ventures, XS Hotel URA and XS Hotel, with the Company having full and complete authority, power, and discretion to manage and control the ventures’ business, affairs, and property.  The construction of the Port Imperial Hotel is estimated to cost a total of $105.9 million, which will be funded by a $94 million construction loan with the balance to be funded with members’ capital.  Upon closing, Mack-Cali’s initial contribution was $27.3 million, which included a capital credit of $23.7 million for its contributed Hotel Condominium Land unit, and XS Hotel’s initial contribution was $3 million.  As of December 31, 2015, the Company incurred development costs of $1.5 million and estimates it will need to fund an additional $3.3 million for the completion of the project.

The Company owns developable land to accommodate a multi-phase development project of approximately 1,034-unit multi-family rental property located in Malden, Massachusetts.  The initial phase commenced construction of 292 units in the third quarter of 2015 (the “Chase II Project”).  The Chase II Project is estimated to cost a total of $74.9 million (of which the Company has incurred $22.1 million through December 31, 2015) and is expected to be ready for occupancy by second quarter 2017.  The Company estimates it will need to fund additional costs of $4.8 million for the completion of the Chase II Project.  On December 16, 2015, the Company obtained a construction loan with a maximum borrowing amount of $48 million (with no outstanding balance as of December 31, 2015), which bears interest at a rate of LIBOR plus 2.25 percent, reducing to LIBOR plus 2.0 percent subject to achieving certain conditions and matures in December 2018.

On April 1, 2015, the Company acquired vacant land to accommodate a two-phase development of the CitySquare Project for a purchase price of $3.1 million with an additional $1.25 million to be paid (which is accrued as of December 31, 2015), subject to certain conditions, in accordance with the terms of the purchase and sale agreement.  The purchase price for the acquisition was funded primarily through borrowing under the Company’s unsecured revolving credit facility.  The first phase with 237 units started construction in the third quarter 2015 with anticipated initial deliveries in the second quarter 2017.  The second phase, with 128 units, is projected to begin construction in 2017.  Total development costs are estimated to be approximately $92.5 million (of which $9.1 million was incurred by the Company through December 31, 2015 and estimates it will need to fund an additional $41.9 million for the completion of the project).  On December 10, 2015, the Company obtained a construction loan with a maximum borrowing amount of $41.5 million (with no outstanding balance as of December 31, 2015), which bears interest at a rate of LIBOR plus 2.5 percent, reducing to LIBOR plus 2.25 percent subject to achieving certain conditions and matures in December 2018.
 
 
 
 
53
 

 
On May 21, 2014, the Company entered into a joint venture agreement with Ironstate Harborside-A LLC (“ISA”) to form Harborside Unit A Urban Renewal, L.L.C. (“URL-Harborside”), a newly-formed joint venture that will develop, own and operate a high-rise tower of approximately 763 multi-family apartment units above a parking pedestal to be located on land contributed by the Company at its Harborside complex in Jersey City, New Jersey (the “URL Project”).  The Company owns an 85 percent interest in URL-Harborside and the remaining interest is owned by ISA, with shared control over major decisions such as approval of budgets, property financings and leasing guidelines.  The construction of the URL Project is estimated to cost a total of approximately $320 million (of which development costs of $210.2 million have been incurred by URL-Harborside through December 31, 2015).  The URL Project is projected to be ready for occupancy by the fourth quarter of 2016.  The venture has a construction/permanent loan with a maximum borrowing amount of $192 million (with $63.9 million outstanding as of December 31, 2015), which bears interest at a rate of 5.197 percent and matures in August 2029.  The Company does not expect to fund any future development costs of the project, as future development costs will be funded by using the loan financing.

The Company owns a 76.25 percent interest in a consolidated joint venture which is constructing a 108-unit multi-family development rental property located in Eastchester, New York (the “Eastchester Project”).  The project is expected to be ready for occupancy by the second quarter of 2016.  The Eastchester Project is estimated to cost a total of $50 million (of which development costs of $29.6 million have been incurred through December 31, 2015).  The venture has a $28.8 million construction loan (with $10.9 million outstanding as of December 31, 2015).  The Company expects to fund approximately $20.9 million for the development of the project (of which, as of December 31, 2015, the Company has incurred $14.7 million of the development costs and estimates it will need to fund an additional $6.2 million for the completion of the project. 

REIT Restrictions:
To maintain its qualification as a REIT under the Code, the Company must make annual distributions to its stockholders of at least 90 percent of its REIT taxable income, determined without regard to the dividends paid deduction and by excluding net capital gains.  Moreover, the Company intends to continue to make regular quarterly distributions to its common stockholders.  Based upon the most recently paid common stock dividend rate of $0.15 per common share, in the aggregate, such distributions would equal approximately $53.8 million ($60.1 million, including common units in the Operating Partnership held by parties other than the Company) on an annualized basis.  However, any such distributions, whether for federal income tax purposes or otherwise, would be paid out of available cash, including borrowings and other sources, after meeting operating requirements, preferred stock dividends and distributions, and scheduled debt service on the Company’s debt.  If and to the extent the Company retains and does not distribute any net capital gains, the Company will be required to pay federal, state and local taxes on such net capital gains at the rate applicable to capital gains of a corporation.

Property Lock-Ups:
The Company may not dispose of or distribute certain of its properties, currently comprised of seven properties with an aggregate net carrying value of approximately $57.1 million, which were originally contributed by certain unrelated common unitholders of the Operating Partnership, without the express written consent of such common unitholders, as applicable, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate specific common unitholders for the tax consequences of the recognition of such built-in-gains (collectively, the “Property Lock-Ups”).  The aforementioned restrictions do not apply in the event that the Company sells all of its properties or in connection with a sale transaction which the Company’s Board of Directors determines is reasonably necessary to satisfy a material monetary default on any unsecured debt, judgment or liability of the Company or to cure any material monetary default on any mortgage secured by a property.  The Property Lock-Ups expire in 2016. 

Upon the expiration of the Property Lock-Ups, the Company is generally required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the specific common unitholders, which include members of the Mack Group (which includes William L. Mack, Chairman of the Company’s Board of Directors; David S. Mack, director; and Earle I. Mack, a former director); the Robert Martin Group (which includes Robert F. Weinberg, a former director and current member of its Advisory Board), and the Cali Group (which includes John R. Cali, a former director and current member of its Advisory Board).  As of December 31, 2015, 110 of the Company’s properties, with an aggregate net book value of approximately $1.3 billion, have lapsed restrictions and are subject to these conditions.
 
 
 
 
54
 

 
Unencumbered Properties:
As of December 31, 2015, the Company had 204 unencumbered properties with a carrying value of $2.4 billion representing 91.0 percent of the Company’s total consolidated property count.


Cash Flows

Cash and cash equivalents increased by $7.5 million to $37.1 million at December 31, 2015, compared to $29.6 million at December 31, 2014.  This increase is comprised of the following net cash flow items:


                       
(1)                
$169.5 million provided by operating activities.
            
                       
(2) 
$222.5 million used in investing activities, consisting primarily of the following:
      
                       
   
(a)
$78 million used for investments in unconsolidated joint ventures; plus
      
   
(b)
$70.5 million used for rental property acquisitions and related intangibles; plus
    
   
(c)
$94.1 million used for additions to rental property and improvements; plus
    
   
(d)
$81.1 million used for the development of rental property, other related costs and deposits; plus
  
   
(e)
$1.1 million used for restricted cash; minus
          
   
(f)
$81 million from proceeds from the sales of rental property; minus
      
   
(g)
$8.3 million received from payments of notes receivables; minus
      
   
(h)
$6.4 million from proceeds from the sale of investment in unconsolidated joint venture; minus
  
   
(i)
$6.4 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures.
                       
(3)                
$60.6 million provided by financing activities, consisting primarily of the following:
      
                       
   
(a)
$334 million from borrowings under the revolving credit facility; plus
      
   
(b)
$10.8 million from proceeds received from mortgages and loans payable; plus
    
   
(c)                
$2.1 million from contributions from noncontrolling interests; minus
      
   
(d)
$179 million used for repayments of revolving credit facility; minus
      
   
(e)
$60 million used for payments of dividends and distributions; minus
      
   
(f)
$43.1 million used for repayments of mortgages, loans payable and other obligations; minus
  
   
(g)
$3 million used for repayment of finance costs.
          
                       

Debt Financing

Summary of Debt:
The following is a breakdown of the Company’s debt between fixed and variable-rate financing as of December 31, 2015:

                 
                 
   
Balance
    
Weighted Average
    
Weighted Average
   
($000’s)
% of Total
  
Interest Rate (a)
    
Maturity in Years
Fixed Rate Unsecured Debt and
                
  Other Obligations
$
 1,268,844
 58.88
%
 4.88
%
  
 4.16
Fixed Rate Secured Debt
  
 593,677
 27.55
%
 7.15
%
  
 2.56
Variable Rate Secured Debt
  
 137,399
 6.38
%
 4.09
%
  
 1.13
Variable Rate Unsecured Debt (b)
  
 155,000
 7.19
%
 1.66
%
  
 1.58
                 
Totals/Weighted Average:
$
 2,154,920
 100.00
%
 5.22
%
(b)
 3.34
                 
(a)
The actual weighted average LIBOR rate for the Company’s outstanding variable rate debt was 0.35 percent as of December 31, 2015, plus the applicable spread.
(b)
Excludes amortized deferred financing costs pertaining to the Company’s unsecured revolving credit facility which amounted to $3.2 million for the year ended December 31, 2015.


 
55
 


Debt Maturities:
Scheduled principal payments and related weighted average annual effective interest rates for the Company’s debt as of December 31, 2015 are as follows:

                         
                         
   
Scheduled
    
Principal
        
Weighted Avg.
  
   
Amortization
    
Maturities
    
Total
  
Effective Interest Rate of
  
Period
  
($000’s)
    
($000’s)
    
($000’s)
  
Future Repayments (a)
  
2016
$
 8,125
  
$
 406,465
  
$
 414,590
  
 6.67
%
  
2017 (b)
  
 7,275
    
 557,088
    
 564,363
  
 3.41
%
  
2018
  
 7,311
    
 231,536
    
 238,847
  
 6.67
%
  
2019
  
 723
    
 331,567
    
 332,290
  
 7.45
%
  
2020
  
 569
    
 -
    
 569
  
 4.82
%
  
Thereafter
  
 5,759
    
 605,206
    
 610,965
  
 4.13
%
  
Sub-total
  
 29,762
    
 2,131,862
    
 2,161,624
        
Adjustment for unamortized debt
                        
  discount/premium, net, as of
                        
 December 31, 2015
  
 (6,704)
    
 -
    
 (6,704)
        
                         
Totals/Weighted Average
$
 23,058
  
$
 2,131,862
  
$
 2,154,920
  
 5.22
%
(c)
                         
(a)
The actual weighted average LIBOR rate for the Company’s outstanding variable rate debt was 0.35 percent as of December 31, 2015, plus the applicable spread.
(b)
Includes outstanding borrowings of the Company’s unsecured revolving credit facility of $155 million which matures in 2017 with two six-month extension options with the payment of a fee.
(c)
Excludes amortized deferred financing costs pertaining to the Company’s unsecured revolving credit facility which amounted to $3.2 million for the year ended December 31, 2015.  

Senior Unsecured Notes:
The terms of the Company’s senior unsecured notes (which totaled approximately $1.3 billion as of December 31, 2015) include certain restrictions and covenants which require compliance with financial ratios relating to the maximum amount of debt leverage, the maximum amount of secured indebtedness, the minimum amount of debt service coverage and the maximum amount of unsecured debt as a percent of unsecured assets.

Unsecured Term Loan:
On January 7, 2016, the Company obtained a new $350 million unsecured term loan, which matures in January 2019 with two one-year extension options. The interest rate for the new term loan is currently 140 basis points over LIBOR, subject to adjustment on a sliding scale based on the Company's unsecured debt ratings, or at the Company's option, a defined leverage ratio. The Company entered into interest rate swap arrangements to fix LIBOR for the duration of the term loan. Including costs, the loan provides for a current all-in fixed rate of 3.12 percent. The proceeds from the loan were used primarily to repay outstanding borrowings on its unsecured revolving credit facility and to repay the Company's $200 million, 5.8 percent senior unsecured notes that matured on January 15, 2016.

Unsecured Revolving Credit Facility:
On July 16, 2013, the Company amended and restated its unsecured revolving credit facility with a group of 17 lenders.  The $600 million facility is expandable to $1 billion and matures in July 2017.  It has two six month extension options each requiring the payment of a 7.5 basis point fee.  The interest rate on outstanding borrowings (not electing the Company’s competitive bid feature) and the facility fee on the current borrowing capacity payable quarterly in arrears are based upon the Operating Partnership’s unsecured debt ratings, as follows:

         
Operating Partnership's
  
Interest Rate -
    
Unsecured Debt Ratings:
  
Applicable Basis Points
  
Facility Fee
Higher of S&P or Moody's
  
Above LIBOR
  
Basis Points
No ratings or less than BBB-/Baa3
  
170.0
  
35.0
BBB- or Baa3 (current)
  
130.0
  
30.0
BBB or Baa2
  
110.0
  
20.0
BBB+ or Baa1
  
100.0
  
15.0
A- or A3 or higher
  
92.5
  
12.5
 
 
 
56
 
 
 
The facility has a competitive bid feature, which allows the Company to solicit bids from lenders under the facility to borrow up to $300 million at interest rates less than those above.

The terms of the unsecured facility include certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios of the facility described below, or (ii) the property dispositions are completed while the Company is under an event of default under the facility, unless, under certain circumstances, such disposition is being carried out to cure such default), and which require compliance with financial ratios relating to the maximum leverage ratio (60 percent), the maximum amount of secured indebtedness (40 percent), the minimum amount of fixed charge coverage (1.5 times), the maximum amount of unsecured indebtedness (60 percent), the minimum amount of unencumbered property interest coverage (2.0 times) and certain investment limitations (generally 15 percent of total capitalization).  If an event of default has occurred and is continuing, the Company will not make any excess distributions except to enable the Company to continue to qualify as a REIT under the Code.

Through July 15, 2013, the Company had a $600 million unsecured revolving credit facility, which had an interest rate on outstanding borrowings of LIBOR plus 125 basis points and a facility fee of 25 basis points.

Mortgages, Loans Payable and Other Obligations:
The Company has other mortgages, loans payable and other obligations which consist of various loans collateralized by certain of the Company’s rental properties.  Payments on mortgages, loans payable and other obligations are generally due in monthly installments of principal and interest, or interest only.

Debt Strategy:
The Company does not intend to reserve funds to retire the Company’s senior unsecured notes, outstanding borrowings under its unsecured revolving credit facility, its unsecured term loan, or its mortgages, loans payable and other obligations upon maturity.  Instead, the Company will seek to refinance such debt at maturity or retire such debt through the issuance of additional equity or debt securities on or before the applicable maturity dates.  If it cannot raise sufficient proceeds to retire the maturing debt, the Company may draw on its revolving credit facility to retire the maturing indebtedness, which would reduce the future availability of funds under such facility.  As of February 22, 2016, the Company had outstanding borrowings of $100 million under its unsecured revolving credit facility.  The Company is reviewing various financing and refinancing options, including the purchase of its senior unsecured notes in privately-negotiated transactions, the issuance of additional, or exchange of current, unsecured debt, common and preferred stock, and/or obtaining additional mortgage debt, some or all of which may be completed in 2016.  The Company currently anticipates that its available cash and cash equivalents, cash flows from operating activities and proceeds from the sale of office properties, together with cash available from borrowings and other sources, will be adequate to meet the Company’s capital and liquidity needs in the short term.  However, if these sources of funds are insufficient or unavailable, due to current economic conditions or otherwise, or if capital needs to fund acquisition and development opportunities in the multi-family rental sector arise, the Company’s ability to make the expected distributions discussed in “REIT Restrictions” above may be adversely affected.


Equity Financing and Registration Statements

Common Equity:
The following table presents the changes in the Company’s issued and outstanding shares of common stock and the Operating Partnership’s common units from January 1, 2015 to December 31, 2015:


       
 
Common
 Common
  
 
Stock
Units
Total
Outstanding at January 1, 2015
 89,076,578
 11,083,876
 100,160,454
Common units redeemed for common stock
 567,032
 (567,032)
 -
Shares issued under Dividend Reinvestment
      
  and Stock Purchase Plan
 3,641
 -
 3,641
Restricted shares issued
 45,597
 -
 45,597
Cancellation of restricted shares
 (108,898)
 -
 (108,898)
Outstanding at December 31, 2015
 89,583,950
 10,516,844
 100,100,794


 
57
 

Share Repurchase Program:
The Company has a share repurchase program which was renewed and authorized by its Board of Directors in September 2012 to purchase up to $150 million of the Company’s outstanding common stock (“Repurchase Program”), which it may repurchase from time to time in open market transactions at prevailing prices or through privately negotiated transactions.  As of December 31, 2015, the Company has a remaining authorization under the Repurchase Program of $139 million.  There were no common stock repurchases in the years ended December 31, 2014 and 2015 and through February 22, 2016.   

Dividend Reinvestment and Stock Purchase Plan:
The Company has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.5 million shares of the Company’s common stock have been reserved for future issuance.  The DRIP provides for automatic reinvestment of all or a portion of a participant’s dividends from the Company’s shares of common stock.  The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the Company waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the Company’s effective registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) for the approximately 5.5 million shares of the Company’s common stock reserved for issuance under the DRIP.

Shelf Registration Statements:
The Company has an effective shelf registration statement on Form S-3 filed with the SEC for an aggregate amount of $2.0 billion in common stock, preferred stock, depositary shares, and/or warrants of the Company, under which no securities have been sold as of February 22, 2016.

The Company and the Operating Partnership also have an effective shelf registration statement on Form S-3 filed with the SEC for an aggregate amount of $2.5 billion in common stock, preferred stock, depositary shares and guarantees of the Company and debt securities of the Operating Partnership, under which no securities have been sold as of February 22, 2016.
 
 
Off-Balance Sheet Arrangements

Unconsolidated Joint Venture Debt:
The debt of the Company’s unconsolidated joint ventures generally provides for recourse to the Company for customary matters such as intentional misuse of funds, environmental conditions and material misrepresentations. The Company has agreed to guarantee repayment of a portion of the debt of its unconsolidated joint ventures.  Such debt has a total facility amount of $547.6 million of which the Company has agreed to guarantee up to $74.7 million.  As of December 31, 2015, the outstanding balance of such debt totaled $309.9 million of which $53.1 million was guaranteed by the Company.  The Company has also posted a $3.6 million letter of credit in support of the Harborside South Pier joint venture, half of which is indemnified by Hyatt Corporation, the Company’s joint venture partner.

The Company’s off-balance sheet arrangements are further discussed in Note 4: Investments in Unconsolidated Joint Ventures to the Financial Statements.
 

Contractual Obligations

The following table outlines the timing of payment requirements related to the Company’s debt (principal and interest), PILOT agreements, ground lease agreements and other obligations, as of December 31, 2015:
                                   
         
Payments Due by Period
         
Less than 1
    
2 – 3
    
4 – 5
    
6 – 10
    
After 10
(dollars in thousands)
  
Total
    
Year
    
Years
    
Years
    
Years
    
Years
Senior unsecured notes
$
 1,523,519
  
$
 253,588
  
$
 339,325
  
$
 313,700
  
$
 616,906
    
 -
Revolving credit facility (a)
  
 159,085
    
 2,580
    
 156,505
    
 -
    
 -
    
 -
Mortgages, loans payable
                                  
  and other obligations (b)
  
 828,067
    
 250,071
    
 442,012
    
 87,179
    
 14,274
  
$
 34,531
Payments in lieu of taxes
                                  
  (PILOT)
  
 28,123
    
 4,407
    
 13,222
    
 8,815
    
 1,679
    
 -
Ground lease payments
  
 16,704
    
 387
    
 734
    
 463
    
 1,172
    
 13,948
Other
  
 1,655
    
 1,655
    
 -
    
 -
    
 -
    
 -
Total
$
 2,557,153
  
$
 512,688
  
$
 951,798
  
$
 410,157
  
$
 634,031
  
$
 48,479
 
 
 
58
 
 

 
(a)
Interest payments assume LIBOR rate of 0.35 percent, which is the weighted average rate on this outstanding variable rate debt at December 31, 2015, plus the applicable spread.
(b)
Interest payments assume LIBOR rate of 0.33 percent, which is the weighted average rate on its outstanding variable rate mortgage debt at December 31, 2015, plus the applicable spread. 

Departure of Executive Officer:
On November 4, 2014, the Company announced that Mitchell E. Hersh would step down as president and chief executive officer of the Company effective May 11, 2015 and would not stand for re-election to the Company’s Board of Directors (the “Board of Directors”) at the 2015 annual meeting of the Company’s stockholders.  Pursuant to the terms of the Separation Agreement, the Company elected to extend the separation date to June 30, 2015 (the “Separation Date”).  In connection with Mr. Hersh’s departure from the Company, the Company and Mr. Hersh entered into a Separation and General Release Agreement (the “Separation Agreement”) dated November 4, 2014 (the “Effective Date”).  The Separation Agreement provided that Mr. Hersh’s employment with the Company was being terminated without cause, and further provided, pursuant to the terms of Mr. Hersh’s employment agreement, multi-year performance award agreement, TSR-based performance award agreement and deferred retirement compensation agreement, for (i) a cash payment to Mr. Hersh of $8 million, (ii) payment of the premiums for the continuation of Mr. Hersh’s health, dental and vision insurance for 48 months following the Separation Date, (iii) vesting of 210,000 shares of restricted common stock pursuant to Mr. Hersh’s multi-year performance award agreement, (iv) a cash payment equal to the sum of (X) $504,000, plus (Y) the product of (1) 210,000 multiplied by (2) the aggregate amount of dividends on the Company’s common stock that were declared and paid between the Effective Date and the Separation Date in payment of accrued but unpaid dividend equivalents pursuant to his multi-year performance award agreement, (v) issuance of 41,811 shares of common stock of the Company (the “Deferred Shares”) pursuant to the acceleration of vesting of 675 performance shares pursuant to Mr. Hersh’s TSR-based performance award agreement, and (vi) a cash payment of $2,311,792 pursuant to Mr. Hersh’s deferred retirement compensation award agreement. All such cash amounts and Deferred Shares were paid to Mr. Hersh on January 4, 2016.  Under the terms of the Separation Agreement, Mr. Hersh continued to receive his base salary in accordance with his employment agreement and to be eligible to participate in the Company’s executive incentive compensation and bonus programs.  In addition, upon departure Mr. Hersh was entitled to receive his accrued but unpaid base salary and to have his expenses reimbursed.
 

Funds from Operations 
 
Funds from operations (“FFO”) is defined as net income (loss) before noncontrolling interest of unitholders, computed in accordance with GAAP, excluding sales or disposals of depreciable rental property, and impairments related to depreciable rental property, plus real estate-related depreciation and amortization.  The Company believes that FFO is helpful to investors as one of several measures of the performance of an equity REIT.  The Company further believes that as FFO excludes the effect of depreciation, gains (or losses) from sales of properties and impairments related to depreciable rental property (all of which are based on historical costs which may be of limited relevance in evaluating current performance), FFO can facilitate comparison of operating performance between equity REITs.   
 
FFO should not be considered as an alternative to net income available to common shareholders as an indication of the Company’s performance or to cash flows as a measure of liquidity.  FFO presented herein is not necessarily comparable to FFO presented by other real estate companies due to the fact that not all real estate companies use the same definition.  However, the Company’s FFO is comparable to the FFO of real estate companies that use the current definition of the National Association of Real Estate Investment Trusts (“NAREIT”). 
 
As the Company considers its primary earnings measure, net income available to common shareholders, as defined by GAAP, to be

 
59
 

the most comparable earnings measure to FFO, the following table presents a reconciliation of net income available to common shareholders to FFO, as calculated in accordance with NAREIT’s current definition, for the years ended December 31, 2015, 2014 and 2013 (in thousands): 


                   
   
                    Years Ended December 31,
  
   
2015
    
2014
    
2013
  
Net income (loss) available to common shareholders
$
 (125,752)
  
$
 28,567 
  
$
 (14,909)
  
Add (deduct):  Noncontrolling interests in Operating Partnership
  
 (15,256)
    
 3,602 
    
 (10,459)
  
Noncontrolling interests in discontinued operations
  
 -
    
 -
    
 8,509 
  
Real estate-related depreciation and amortization on
                  
   continuing operations (a)
  
 190,875
    
 185,339 
    
 194,741 
  
Real estate-related depreciation and amortization
                  
   on discontinued operations
  
 -
    
 -
    
 8,218 
  
Impairments
  
 197,919
    
 -
    
 134,704 
  
Realized (gains) losses and unrealized losses
                  
  on disposition of rental property, net
  
 (53,261)
    
 (54,848)
    
 (83,371)
  
Gain on sale of investment in unconsolidated
                  
  joint venture
  
 (6,448)
    
 -
    
 -
  
Funds from operations
$
 188,077 
  
$
 162,660 
  
$
 237,433 
  

(a)  
Includes the Company’s share from unconsolidated joint ventures of $21.6 million, $13.7 million and $13.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.  Excludes non-real estate-related depreciation and amortization of $350,000, $348,000 and $287,000 for the years ended December 31, 2015, 2014 and 2013, respectively and $604,000, $492,000 and zero of depreciation expense allocable to the Company’s noncontrolling interest in consolidated joint ventures for the years ended December 31, 2015, 2014 and 2013, respectively.


Inflation

The Company’s leases with the majority of its commercial tenants provide for recoveries and escalation charges based upon the tenant’s proportionate share of, and/or increases in, real estate taxes and certain operating costs, which reduce the Company’s exposure to increases in operating costs resulting from inflation.  The Company believes that inflation did not materially impact the Company’s results of operations and financial condition for the periods presented.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We consider portions of this information, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act.  Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items.  Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “continue” or comparable terminology.  Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate.  Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved.  Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements.

Among the factors about which we have made assumptions are:

·  
risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our tenants and residents;
·  
the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;
·  
the extent of any tenant bankruptcies or of any early lease terminations;
·  
our ability to lease or re-lease space at current or anticipated rents;
·  
changes in the supply of and demand for our properties;
·  
changes in interest rate levels and volatility in the securities markets;
·  
our ability to complete construction and development activities on time and within budget, including without limitation obtaining regulatory permits and the availability and cost of materials, labor and equipment;
·  
forward-looking financial and operational information, including information relating to future development projects, potential acquisitions or dispositions, and projected revenue and income;
·  
changes in operating costs;
·  
our ability to obtain adequate insurance, including coverage for terrorist acts;
·  
our credit worthiness and the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense;
·  
changes in governmental regulation, tax rates and similar matters; and
·  
other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants or residents will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
 
 
 
 
 
60
 
 
 
For further information on factors which could impact us and the statements contained herein, see Item 1A: Risk Factors.  We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.


ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices.  In pursuing its business plan, the primary market risk to which the Company is exposed is interest rate risk.  Changes in the general level of interest rates prevailing in the financial markets may affect the spread between the Company’s yield on invested assets and cost of funds and, in turn, its ability to make distributions or payments to its investors.

Approximately $1.9 billion of the Company’s long-term debt as of December 31, 2015 bears interest at fixed rates and therefore the fair value of these instruments is affected by changes in market interest rates.  The following table presents principal cash flows (in thousands) based upon maturity dates of the debt obligations and the related weighted-average interest rates by expected maturity dates for the fixed rate debt.  The interest rates on the Company’s variable rate debt as of December 31, 2015 ranged from LIBOR plus 130 basis points to LIBOR plus 950 basis points.  Assuming interest-rate caps are not in effect, if market rates of interest on the Company’s variable rate debt increased or decreased by 100 basis points, then the increase or decrease in interest costs on the Company’s variable rate debt would be approximately $2.9 million annually and the increase or decrease in the fair value of the Company’s fixed rate debt as of December 31, 2015 would be approximately $58 million.


                                                           
December 31, 2015
                                                          
Debt,
including current portion
                                                        
Fair
($s in thousands)
  
2016
    
2017
    
2018
    
2019
    
2020
    
Thereafter
    
Sub-total
    
Other (a)
    
Total
    
Value
                                                           
Fixed Rate
$
315,628
  
$
397,493
  
$
237,447
  
$
307,123
  
$
569
  
$
610,965
  
$
1,869,225
  
$
(6,704)
  
$
1,862,521
  
$
1,867,635
Average Interest Rate
  
8.06
%
  
4.12
%
  
6.70
%
  
7.88
%
  
4.82
%
  
4.13
%
              
5.60
%
    
                                                           
Variable Rate
$
98,962
  
$
 166,870
(b)
$
1,400
  
$
 25,167
  
$
 -
    
 -
  
$
292,399
    
 -
  
$
292,399
  
$
292,399
                                                           
(a)  Adjustment for unamortized debt discount/premium, net, as of December 31, 2015.
(b)  Includes $155 million of outstanding borrowings under the Company’s unsecured revolving credit facility which matures in 2017 with two six-month extension options with the payment of a fee.

While the Company has not experienced any significant credit losses, in the event of a significant rising interest rate environment and/or economic downturn, defaults could increase and result in losses to the Company which could adversely affect its operating results and liquidity. 

 
61
 

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements of the Company and the Report of PricewaterhouseCoopers LLP, together with the notes to the Consolidated Financial Statements of the Company, as set forth in the index in Item 15: Exhibits and Financial Statements, are filed under this Item 8: Financial Statements and Supplementary Data and are incorporated herein by reference.


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

None.


ITEM 9A.       CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s chief executive officer, president and chief operating officer and chief financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.  Based on such evaluation, the Company’s chief executive officer, president and chief operating officer and chief financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting.  Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Company’s chief executive officer, president and chief operating officer and chief financial officer, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The Company’s management, with the participation of the Company’s chief executive officer, president and chief operating officer and chief financial officer, has established and maintained policies and procedures designed to maintain the adequacy of the Company’s internal control over financial reporting, and includes those policies and procedures that:

 
(1)
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
 
(2)
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 
(3)
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s management has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 based on the criteria established in a report entitled Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.  Based on our assessment and those criteria, the Company’s management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2015.

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

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.


 
62
 

Changes In Internal Control Over Financial Reporting.  There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


ITEM 9B.       OTHER INFORMATION

Not Applicable.
 

 
63
 

PART III

ITEM 10.                 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 will be set forth in the Company’s definitive proxy statement for its annual meeting of shareholders expected to be held on June 1, 2016, and is incorporated herein by reference.


ITEM 11.                EXECUTIVE COMPENSATION

The information required by Item 11 will be set forth in the Company’s definitive proxy statement for its annual meeting of shareholders expected to be held on June 1, 2016, and is incorporated herein by reference.


ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 will be set forth in the Company’s definitive proxy statement for its annual meeting of shareholders expected to be held on June 1, 2016, and is incorporated herein by reference.


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

The information required by Item 13 will be set forth in the Company’s definitive proxy statement for its annual meeting of shareholders expected to be held on June 1, 2016, and is incorporated herein by reference.


ITEM 14.               PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 will be set forth in the Company’s definitive proxy statement for its annual meeting of shareholders expected to be held on June 1, 2016, and is incorporated herein by reference.
 

 
64
 

PART IV


ITEM 15.             EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a) 1.
All Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2015 and 2014

Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2015, 2014 and 2013

Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013

Notes to Consolidated Financial Statements


(a) 2.       Financial Statement Schedules

(i)      Mack-Cali Realty Corporation:

 Schedule III – Real Estate Investments and Accumulated Depreciation as of December 31, 2015

 All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.

(a) 3.       Exhibits
The exhibits required by this item are set forth on the Exhibit Index attached hereto.

 
65
 


Report of Independent Registered Public Accounting Firm


To Board of Directors and Shareholders
of Mack-Cali Realty Corporation:

In our opinion, the consolidated financial statements listed in the index appearing Item 15(a)(1) present fairly, in all material respects, the financial position of Mack-Cali Realty Corporation and its subsidiaries (collectively, the “Company”) at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2)(i) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A.  Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, the Company adopted accounting standards update (“ASU”) No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which changed the criteria for reporting discontinued operations in 2014.

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

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

/s/ PricewaterhouseCoopers LLP
New York, New York
February 24, 2016




 
66
 

MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts)
           
           
   
                       December 31,
ASSETS
  
2015
    
2014
Rental property
          
Land and leasehold interests
$
 735,696
  
$
 760,855
Buildings and improvements
  
 3,648,238
    
 3,753,300
Tenant improvements
  
 408,617
    
 431,969
Furniture, fixtures and equipment
  
 15,167
    
 12,055
   
 4,807,718
    
 4,958,179
Less – accumulated depreciation and amortization
  
 (1,464,482)
    
 (1,414,305)
           
Net investment in rental property
  
 3,343,236
    
 3,543,874
Cash and cash equivalents
  
 37,077
    
 29,549
Investments in unconsolidated joint ventures
  
 303,457
    
 247,468
Unbilled rents receivable, net
  
 120,246
    
 123,885
Deferred charges, goodwill and other assets, net
  
 213,377
    
 204,650
Restricted cash
  
 35,343
    
 34,245
Accounts receivable, net of allowance for doubtful accounts
          
of $1,407 and $2,584
  
 10,754
    
 8,576
           
Total assets
$
 4,063,490
  
$
 4,192,247
           
LIABILITIES AND EQUITY
          
Senior unsecured notes
$
 1,268,844
  
$
 1,267,744
Revolving credit facility
  
 155,000
    
 -
Mortgages, loans payable and other obligations
  
 731,076
    
 820,910
Dividends and distributions payable
  
 15,582
    
 15,528
Accounts payable, accrued expenses and other liabilities
  
 135,057
    
 126,971
Rents received in advance and security deposits
  
 49,739
    
 52,146
Accrued interest payable
  
 24,484
    
 26,937
Total liabilities
  
 2,379,782
    
 2,310,236
Commitments and contingencies
          
           
Equity:
          
Mack-Cali Realty Corporation stockholders’ equity:
          
Common stock, $0.01 par value, 190,000,000 shares authorized,
          
89,583,950 and 89,076,578 shares outstanding
  
 896
    
 891
Additional paid-in capital
  
 2,570,392
    
 2,560,183
Dividends in excess of net earnings
  
 (1,115,612)
    
 (936,293)
Total Mack-Cali Realty Corporation stockholders’ equity
  
 1,455,676
    
 1,624,781
           
Noncontrolling interests in subsidiaries:
          
Operating Partnership
  
 170,891
    
 202,173
Consolidated joint ventures
  
 57,141
    
 55,057
Total noncontrolling interests in subsidiaries
  
 228,032
    
 257,230
           
Total equity
  
 1,683,708
    
 1,882,011
           
Total liabilities and equity
$
 4,063,490
  
$
 4,192,247

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

 
67
 

MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)
                   
     
                   Year Ended December 31,
REVENUES
    
2015
    
2014
    
2013
Base rents
  
$
 487,041 
  
$
 516,727 
  
$
 540,165 
Escalations and recoveries from tenants
    
 62,481 
    
 78,554 
    
 72,758 
Construction services
    
 -
    
 -
    
 15,650 
Real estate services
    
 29,620 
    
 28,638 
    
 26,935 
Parking income
    
 11,124 
    
 9,107 
    
 6,840 
Other income
    
 4,617 
    
 3,773 
    
 4,683 
Total revenues
    
 594,883 
    
 636,799 
    
 667,031 
                   
EXPENSES
                  
Real estate taxes
    
 82,688 
    
 90,750 
    
 85,574 
Utilities
    
 55,965 
    
 72,822 
    
 63,622 
Operating services
    
 107,951 
    
 112,621 
    
 105,278 
Direct construction costs
    
 -
    
 -
    
 14,945 
Real estate services expenses
    
 25,583 
    
 26,136 
    
 22,716 
General and administrative
    
 49,147 
    
 71,051 
    
 47,040 
Acquisition-related costs
    
 1,560 
    
 2,118 
    
 642 
Depreciation and amortization
    
 170,402 
    
 172,490 
    
 182,766 
Impairments
    
 197,919
    
 -
    
 110,853 
Total expenses
    
 691,215
    
 547,988 
    
 633,436 
Operating income (loss)
    
 (96,332)
    
 88,811 
    
 33,595 
                   
OTHER (EXPENSE) INCOME
                  
Interest expense
    
 (103,051)
    
 (112,878)
    
 (123,701)
Interest and other investment income
    
 794
    
 3,615 
    
 2,903 
Equity in earnings (loss) of unconsolidated joint ventures
    
 (3,172)
    
 (2,423)
    
 (2,327)
Realized gains (losses) on disposition of rental property, net
    
 53,261 
    
 54,848 
    
 -
Gain on sale of investment in unconsolidated joint venture
    
 6,448 
    
 -
    
 -
Loss from early extinguishment of debt
    
 -
    
 (582)
    
 (156)
Total other (expense) income
    
 (45,720)
    
 (57,420)
    
 (123,281)
Income (loss) from continuing operations
    
 (142,052)
    
 31,391 
    
 (89,686)
Discontinued operations:
                  
Income from discontinued operations
    
 -
    
 -
    
 11,811 
Loss from early extinguishment of debt
    
 -
    
 -
    
 (703)
Realized gains (losses) and unrealized losses on
                  
  disposition of rental property and impairments, net
    
 -
    
 -
    
 59,520 
Total discontinued operations, net
    
 -
    
 -
    
 70,628 
Net income (loss)
    
 (142,052)
    
 31,391 
    
 (19,058)
Noncontrolling interest in consolidated joint ventures
    
 1,044
    
 778 
    
 2,199 
Noncontrolling interest in Operating Partnership
    
 15,256
    
 (3,602)
    
 10,459 
Noncontrolling interest in discontinued operations
    
 -
    
 -
    
 (8,509)
Net income (loss) available to common shareholders
  
$
 (125,752)
  
$
 28,567 
  
$
 (14,909)
                   
Basic earnings per common share:
                  
Income (loss) from continuing operations
  
$
 (1.41)
  
$
 0.32 
  
$
 (0.88)
Discontinued operations
    
 -
    
 -
    
 0.71 
Net income (loss) available to common shareholders
  
$
 (1.41)
  
$
 0.32 
  
$
 (0.17)
                   
Diluted earnings per common share:
                  
Income (loss) from continuing operations
  
$
 (1.41)
  
$
 0.32 
  
$
 (0.88)
Discontinued operations
    
 -
    
 -
    
 0.71 
Net income (loss) available to common shareholders
  
$
 (1.41)
  
$
 0.32 
  
$
 (0.17)
                   
Basic weighted average shares outstanding
    
 89,291 
    
 88,727 
    
 87,762 
                   
Diluted weighted average shares outstanding
    
 100,222 
    
 100,041 
    
 99,785 

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


 
68
 

MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (in thousands)
                                   
                                   
         
Additional
    
Dividends in
    
Noncontrolling
      
   
Common Stock
    
Paid-In
    
Excess of
  
Interests
    
Total
   
Shares
    
Par Value
    
Capital
    
Net Earnings
    
in Subsidiaries
    
Equity
Balance at January 1, 2013
  
 87,536
  
$
 875
  
$
 2,530,621
  
$
 (764,522)
  
$
 301,533
  
$
 2,068,507
Net income (loss)
  
 -
    
 -
    
 -
    
 (14,909)
    
 (4,149)
    
 (19,058)
Common stock dividends
  
 -
    
 -
    
 -
    
 (118,418)
    
 -
    
 (118,418)
Common unit distributions
  
 -
    
 -
    
 -
          
 (16,193)
    
 (16,193)
Increase in noncontrolling interest
                                  
  in consolidated joint ventures
  
 -
    
 -
    
 -
    
 -
    
 1,040
    
 1,040
Redemption of common units
                                  
  for common stock
  
 277
    
 3
    
 5,475
    
 -
    
 (5,478)
    
 -
Shares issued under Dividend
                                  
  Reinvestment and Stock Purchase Plan
  
 10
    
 -
    
 243
    
 -
    
 -
    
 243
Directors' deferred compensation plan
  
 -
    
 -
    
 529
    
 -
    
 -
    
 529
Stock compensation
  
 425
    
 4
    
 1,801
    
 -
    
 -
    
 1,805
Rebalancing of ownership percentage
                                  
  between parent and subsidiaries
  
 -
    
 -
    
 657
    
 -
    
 (657)
    
 -
Balance at December 31, 2013
  
 88,248
  
$
 882
  
$
 2,539,326
  
$
 (897,849)
  
$
 276,096
  
$
 1,918,455
Net income (loss)
  
 -
    
 -
    
 -
    
 28,567
    
 2,824
    
 31,391
Common stock dividends
  
 -
    
 -
    
 -
    
 (67,011)
    
 -
    
 (67,011)
Common unit distributions
  
 -
    
 -
    
 -
          
 (8,456)
    
 (8,456)
Increase in noncontrolling interest
                                  
  in consolidated joint ventures
  
 -
    
 -
    
 -
    
 -
    
 552
    
 552
Redemption of common units
                                  
  for common stock
  
 781
    
 8
    
 14,354
    
 -
    
 (14,362)
    
 -
Shares issued under Dividend
                                  
  Reinvestment and Stock Purchase Plan
  
 6
    
 -
    
 118
    
 -
    
 -
    
 118
Directors' deferred compensation plan
  
 -
    
 -
    
 407
    
 -
    
 -
    
 407
Stock compensation
  
 42
    
 1
    
 6,554
    
 -
    
 -
    
 6,555
Rebalancing of ownership percentage
                                  
  between parent and subsidiaries
  
 -
    
 -
    
 (576)
    
 -
    
 576
    
 -
Balance at December 31, 2014
  
 89,077
  
$
 891
  
$
 2,560,183
  
$
 (936,293)
  
$
 257,230
  
$
 1,882,011
Net income (loss)
  
 -
    
 -
    
 -
    
 (125,752)
    
 (16,300)
    
 (142,052)
Common stock dividends
  
 -
    
 -
    
 -
    
 (53,567)
    
 -
    
 (53,567)
Common unit distributions
  
 -
    
 -
    
 -
    
 -
    
 (6,505)
    
 (6,505)
Increase in noncontrolling interest
                                  
  in consolidated joint ventures
  
 -
    
 -
    
 -
    
 -
    
 3,128
    
 3,128
Redemption of common units
                                  
  for common stock
  
 567
    
 6
    
 9,941
    
 -
    
 (9,947)
    
 -
Shares issued under Dividend
                                  
  Reinvestment and Stock Purchase Plan
  
 3
    
 -
    
 60
    
 -
    
 -
    
 60
Directors' deferred compensation plan
  
 -
    
 -
    
 397
    
 -
    
 -
    
 397
Stock compensation
  
 46
    
 -
    
 2,277
    
 -
    
 -
    
 2,277
Cancellation of restricted shares
  
 (109)
    
 (1)
    
 (2,040)
    
 -
    
 -
    
 (2,041)
Rebalancing of ownership percentage
                                  
  between parent and subsidiaries
  
 -
    
 -
    
 (426)
    
 -
    
 426
    
 -
Balance at December 31, 2015
  
 89,584
  
$
 896
  
$
 2,570,392
  
$
 (1,115,612)
  
$
 228,032
  
$
 1,683,708

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



 
 
69
 

MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
                   
     
                 December 31,
CASH FLOWS FROM OPERATING ACTIVITIES
    
2015
    
2014
    
2013
Net income (loss)
  
$
 (142,052)
  
$
 31,391 
  
$
 (19,058)
Adjustments to reconcile net income to net cash provided by
                  
Operating activities:
                  
Depreciation and amortization, including related intangible assets
    
 172,108 
    
 173,848 
    
 183,303 
Depreciation and amortization on discontinued operations
    
 -
    
 -
    
 8,218 
Amortization of deferred stock units
    
 397 
    
 407 
    
 529 
Amortization of stock compensation
    
 2,219 
    
 11,097 
    
 2,387 
Amortization of deferred financing costs
    
 3,790 
    
 3,274 
    
 3,172 
Write-off of unamortized discount on senior unsecured notes
    
 -
    
 12 
    
 156 
Amortization of debt discount and mark-to-market
    
 3,385 
    
 6,507
    
 6,781
Equity in (earnings) loss of unconsolidated joint ventures
    
 3,172 
    
 2,423 
    
 2,327 
Distributions of cumulative earnings from unconsolidated joint ventures
    
 5,644 
    
 11,213 
    
 8,485 
Realized (gains) loss on disposition of rental property, net
    
 (53,261)
    
 (54,848)
    
 (59,520)
Realized (gains) loss on sale of investment in unconsolidated joint venture
    
 (6,448)
    
 -
    
 -
Impairments
    
 197,919
    
 -
    
 110,853 
Changes in operating assets and liabilities:
                  
Increase in unbilled rents receivable, net
    
 (1,760)
    
 (4,083)
    
 (10,105)
Increase in deferred charges, goodwill and other assets
    
 (22,854)
    
 (34,402)
    
 (31,404)
(Increase) decrease in accounts receivable, net
    
 (2,178)
    
 355 
    
 248 
 Increase (decrease) in accounts payable, accrued expenses and other liabilities
    
 6,960 
    
 15,858 
    
 (7,090)
Decrease in rents received in advance and security deposits
    
 (2,408)
    
 (1,583)
    
 (2,187)
Increase (decrease) in accrued interest payable
    
 4,822 
    
 (2,216)
    
 1,598 
                   
Net cash provided by operating activities
  
$
 169,455
  
$
 159,253 
  
$
 198,693
                   
CASH FLOWS FROM INVESTING ACTIVITIES
                  
Rental property acquisitions and related intangibles
  
$
 (70,455)
  
$
 (61,938)
  
$
 (178,294)
Rental property additions and improvements
    
 (94,073)
    
 (91,813)
    
 (89,869)
Development of rental property and other related costs
    
 (81,073)
    
 (25,140)
    
 (13,772)
Proceeds from the sales of rental property
    
 81,049 
    
 274,839 
    
 332,102 
Proceeds from the sale of investment in unconsolidated joint venture
    
 6,448 
    
 -
      
Investments in notes receivable
    
 -
    
 (62,276)
    
 (16,425)
Repayment of notes receivable
    
 8,250
    
 62,526 
    
 333 
Investment in unconsolidated joint ventures
    
 (78,027)
    
 (67,325)
    
 (86,504)
Distributions in excess of cumulative earnings from unconsolidated joint ventures
    
 6,445 
    
 35,901 
    
 23,907 
Increase in restricted cash
    
 (1,098)
    
 (14,451)
    
 (455)
                   
Net cash (used in) provided by investing activities
  
$
 (222,534)
  
$
 50,323 
  
$
 (28,977)
                   
CASH FLOW FROM FINANCING ACTIVITIES
                  
Borrowings from revolving credit facility
  
$
 334,000 
  
$
 277,328 
  
$
 289,000 
Repayment of revolving credit facility
    
 (179,000)
    
 (277,328)
    
 (289,000)
Repayment of senior unsecured notes
    
 -
    
 (350,000)
    
 (100,000)
Proceeds of senior unsecured notes
    
 -
    
 -
    
 268,928 
Proceeds from mortgages and loans payable
    
 10,752 
    
 130,135 
    
 3,170 
Repayment of mortgages, loans payable and other obligations
    
 (43,133)
    
 (83,808)
    
 (20,715)
Payment of contingent consideration
    
 (1,167)
    
 (5,228)
    
 (2,755)
Payment of financing costs
    
 (2,998)
    
 (3,147)
    
 (5,429)
Contributions from noncontrolling interests
    
 2,140 
    
 145 
    
 -
Payment of dividends and distributions
    
 (59,987)
    
 (89,830)
    
 (149,454)
                   
Net cash provided by (used in) financing activities
  
$
 60,607 
  
$
 (401,733)
  
$
 (6,255)
                   
Net increase (decrease) in cash and cash equivalents
  
$
 7,528
  
$
 (192,157)
  
$
 163,461
Cash and cash equivalents, beginning of period
    
 29,549 
    
 221,706 
    
 58,245 
                   
Cash and cash equivalents, end of period
  
$
 37,077
  
$
 29,549 
  
$
 221,706
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
 
70
 
 
 
MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (square footage and apartment unit counts unaudited)

1.    ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION
Mack-Cali Realty Corporation, a Maryland corporation, together with its subsidiaries (collectively, the “Company”), is a fully-integrated, self-administered, self-managed real estate investment trust (“REIT”) providing leasing, management, acquisition, development, construction and tenant-related services for its properties and third parties.  As of December 31, 2015, the Company owned or had interests in 275 properties, consisting of 147 office and 109 flex properties, totaling approximately 29.9 million square feet, leased to approximately 1,900 commercial tenants, and 19 multi-family rental properties containing 5,644 residential units, plus developable land (collectively, the “Properties”).  The Properties are comprised of 147 office buildings totaling approximately 24.6 million square feet (which include 36 buildings aggregating approximately 5.6 million square feet owned by unconsolidated joint ventures in which the Company has investment interests), 94 office/flex buildings totaling approximately 4.8 million square feet, six industrial/warehouse buildings totaling approximately 387,400 square feet, 19 multi-family properties totaling 5,644 apartments (which include 13 properties aggregating 4,343 apartments owned by unconsolidated joint ventures in which the Company has investment interests), five parking/retail properties totaling approximately 121,700 square feet (which include two buildings aggregating 81,700 square feet owned by unconsolidated joint ventures in which the Company has investment interests), one hotel (which is owned by an unconsolidated joint venture in which the Company has an investment interest) and three parcels of land leased to others.  The Properties are located in seven states, primarily in the Northeast, plus the District of Columbia.

BASIS OF PRESENTATION
The accompanying consolidated financial statements include all accounts of the Company, its majority-owned and/or controlled subsidiaries, which consist principally of Mack-Cali Realty, L.P. (the “Operating Partnership”), and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any.  See Note 2: Significant Accounting Policies – Investments in Unconsolidated Joint Ventures, for the Company’s treatment of unconsolidated joint venture interests.  Intercompany accounts and transactions have been eliminated.

Accounting Standards Codification (“ASC”) 810, Consolidation, provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.  The Company consolidates VIEs in which it is considered to be the primary beneficiary.  The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the variable interest entity’s performance: and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE.

As of December 31, 2015 and 2014, the Company’s investments in consolidated real estate joint ventures in which the Company is deemed to be the primary beneficiary have total real estate assets of $273.4 million and $242.9 million, respectively, mortgages of $89.5 million and $94.3 million, respectively, and other liabilities of $17.5 million and $15.7 million, respectively.

The financial statements have been prepared in conformity with GAAP.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  These estimates and assumptions are based on management’s historical experience that are believed to be reasonable at the time.  However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment.  The Company’s critical accounting policies are those which require assumptions to be made about matters that are highly uncertain.  Different estimates could have a material effect on the Company’s financial results.  Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions and circumstances.

Actual results could differ from those estimates.  Certain reclassifications have been made to prior period amounts in order to conform with current period presentation.

 
71
 

2.    SIGNIFICANT ACCOUNTING POLICIES

Rental
Property
Rental properties are stated at cost less accumulated depreciation and amortization.  Costs directly related to the acquisition, development and construction of rental properties are capitalized.  Acquisition–related costs are expensed as incurred.  Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development.  Capitalized development and construction salaries and related costs approximated $4.2 million, $3.1 million and $4.4 million for the years ended December 31, 2015, 2014 and 2013, respectively.  Included in total rental property is construction, tenant improvement and development in-progress of $88.7 million and $62.8 million as of December 31, 2015 and 2014, respectively.  Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  Fully-depreciated assets are removed from the accounts.

The Company considers a construction project as substantially completed and held available for occupancy upon the substantial completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup).  If portions of a rental project are substantially completed and occupied by tenants, or held available for occupancy, and other portions have not yet reached that stage, the substantially completed portions are accounted for as a separate project.  The Company allocates costs incurred between the portions under construction and the portions substantially completed and held available for occupancy, primarily based on a percentage of the relative square footage of each portion, and capitalizes only those costs associated with the portion under construction.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets.  The estimated useful lives are as follows:

Leasehold interests
Remaining lease term
Buildings and improvements
5 to 40 years
Tenant improvements
The shorter of the term of the
 
related lease or useful life
Furniture, fixtures and equipment
5 to 10 years

Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships.  The Company allocates the purchase price to the assets acquired and liabilities assumed based on their fair values.  The Company records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction.  In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information.  The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant.  Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases.  In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions.  In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses.  Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals.  The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases.  The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.
 
 
 
72
 
 

 
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s rental properties held for use may be impaired.  In addition to identifying any specific circumstances which may affect a property or properties, management considers other criteria for determining which properties may require assessment for potential impairment.  The criteria considered by management include reviewing low leased percentages, significant near-term lease expirations, recently acquired properties, current and historical operating and/or cash flow losses, near-term mortgage debt maturities or other factors that might impact the Company’s intent and ability to hold the property.  A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the property over the fair value of the property.  The Company’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions.  These assumptions are generally based on management’s experience in its local real estate markets and the effects of current market conditions.  The assumptions are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property.  As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved, and actual losses or impairments may be realized in the future.  See Note 3: Recent Transactions – Impairments on Properties Held and Used.

 
Rental Property
 
Held for Sale
 
When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets.  If, in management’s opinion, the estimated net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established.
 
If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used.  A property that is reclassified is measured and recorded individually at the lower of (a) its carrying value before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell. 

Investments in
Unconsolidated
Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting.  The Company applies the equity method by initially recording these investments at cost, as Investments in Unconsolidated Joint Ventures, subsequently adjusted for equity in earnings and cash contributions and distributions.  The outside basis portion of the Company’s joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed.  Generally, the Company would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Company has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee.    If the venture subsequently generates income, the Company only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses.
 
 
 
73
 
 
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired.  An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the value of the investment.  The Company’s estimates of value for each investment (particularly in real estate joint ventures) are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and operating costs.  As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its impairment analyses may not be realized, and actual losses or impairment may be realized in the future.  See Note 4: Investments in Unconsolidated Joint Ventures. 
 
  
Cash and Cash
 
Equivalents
All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. 
 
 
Deferred
Financing Costs
Costs incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. Amortization of such costs is included in interest expense and was $3,790,000, $3,274,000 and $3,172,000 for the years ended December 31, 2015, 2014 and 2013, respectively.  If a financing obligation is extinguished early, any unamortized deferred financing costs are written off and included in gains (losses) from early extinguishment of debt.  Included in Loss from early extinguishment of debt of $582,000 and $156,000 for the years ended December 31, 2014 and 2013 were unamortized costs which were written off amounting to $12,000 and $156,000, respectively.
 
 
Deferred
Leasing Costs
Costs incurred in connection with commercial leases are capitalized and amortized on a straight-line basis over the terms of the related leases and included in depreciation and amortization.  Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease.  Certain employees of the Company are compensated for providing leasing services to the Properties.  The portion of such compensation related to commercial leases, which is capitalized and amortized, approximated $3,521,000, $3,840,000 and $4,223,000 for the years ended December 31, 2015, 2014 and 2013, respectively.
 
 
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. Goodwill is allocated to various reporting units, as applicable.  Each of the Company’s segments consists of a reporting unit. Goodwill is not amortized.  Management performs an annual impairment test for goodwill during the fourth quarter and between annual tests, management evaluates the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying value of goodwill may not be fully recoverable.  In its impairment tests of goodwill, management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.  If based on this assessment, management determines that the fair value of the reporting unit is not less than its carrying value, then performing the additional two-step impairment test is unnecessary. If the carrying value of goodwill exceeds its fair value, an impairment charge is recognized.  The Company determined that its goodwill was not impaired at December 31, 2015 after management performed its impairment tests.
 
 
Derivative
Instruments
The Company measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract.  For derivatives designated and qualifying as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings.  For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period.
 
 

 
74
 

Revenue
Recognition
Base rental revenue is recognized on a straight-line basis over the terms of the respective leases.  Unbilled rents receivable represents the cumulative amount by which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed-rate renewal options for below-market leases.  The capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases.

Escalations and recoveries from tenants are received from tenants for certain costs as provided in the lease agreements.  These costs generally include real estate taxes, utilities, insurance, common area maintenance and other recoverable costs.  See Note 14: Tenant Leases.

Construction services revenue includes fees earned and reimbursements received by the Company for providing construction management and general contractor services to clients.  Construction services revenue is recognized on the percentage of completion method.  Using this method, profits are recorded on the basis of our estimates of the overall profit and percentage of completion of individual contracts.  A portion of the estimated profits is accrued based upon estimates of the percentage of completion of the construction contract.  This revenue recognition method involves inherent risks relating to profit and cost estimates.

Real estate services revenue includes property management, development, construction and leasing commission fees and other services, and payroll and related costs reimbursed from clients.  Fee income derived from the Company’s unconsolidated joint ventures (which are capitalized by such ventures) are recognized to the extent attributable to the unaffiliated ownership interests.

Parking income includes income from parking spaces leased to tenants and others.

Other income includes income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.

Allowance for
Doubtful Accounts
Management performs a detailed review of amounts due from tenants to determine if an allowance for doubtful accounts is required based on factors affecting the collectability of the accounts receivable balances.  The factors considered by management in determining which individual tenant receivable balances, or aggregate receivable balances, require a collectability allowance include the age of the receivable, the tenant’s payment history, the nature of the charges, any communications regarding the charges and other related information. Management’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income. 
 
 
Income and
Other Taxes
The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”).  As a REIT, the Company generally will not be subject to corporate federal income tax (including alternative minimum tax) on net income that it currently distributes to its shareholders, provided that the Company satisfies certain organizational and operational requirements including the requirement to distribute at least 90 percent of its REIT taxable income (determined by excluding any net capital gains) to its shareholders.  If and to the extent the Company retains and does not distribute any net capital gains, the Company will be required to pay federal, state and local taxes on such net capital gains at the rate applicable to capital gains of a corporation.  The Company has elected to treat certain of its corporate subsidiaries as taxable REIT subsidiaries (each a “TRS”).  In general, a TRS of the Company may perform additional services for tenants of the Company and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated).  A TRS is subject to corporate federal income tax.   The Company has conducted business through its TRS entities for certain property management, development, construction and other related services, as well as to hold a joint venture interest in a hotel and other matters.
 
 
 
75
 

 
As of December 31, 2015, the Company had a deferred tax asset related to its TRS activity with a balance of approximately $22.4 million which has been fully reserved for through a valuation allowance.  If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.  The Company is subject to certain state and local taxes.

Pursuant to the amended provisions related to uncertain tax provisions of ASC 740, Income Taxes, the Company recognized no material adjustments regarding its tax accounting treatment.  The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense, which is included in general and administrative expense.

In the normal course of business, the Company or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates, where applicable.  As of December 31, 2015, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are generally from the year 2011 forward.
 
 
Earnings
 
Per Share
The Company presents both basic and diluted earnings per share (“EPS”).  Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS from continuing operations amount.  Shares whose issuance is contingent upon the satisfaction of certain conditions shall be considered outstanding and included in the computation of diluted EPS as follows (i) if all necessary conditions have been satisfied by the end of the period (the events have occurred), those shares shall be included as of the beginning of the period in which the conditions were satisfied (or as of the date of the grant, if later) or (ii) if all necessary conditions have not been satisfied by the end of the period, the number of contingently issuable shares included in diluted EPS shall be based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period (for example, the number of shares that would be issuable based on current period earnings or period-end market price) and if the result would be dilutive. Those contingently issuable shares shall be included in the denominator of diluted EPS as of the beginning of the period (or as of the date of the grant, if later).

Dividends and
 
Distributions
Payable
The dividends and distributions payable at December 31, 2015 represents dividends payable to common shareholders (89,584,008 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (10,516,844 common units) for all such holders of record as of January 6, 2016 with respect to the fourth quarter 2015.  The fourth quarter 2015 common stock dividends and common unit distributions of $0.15 per common share and unit were approved by the Board of Directors on December 8, 2015 and paid on January 15, 2016.

The dividends and distributions payable at December 31, 2014 represents dividends payable to common shareholders (88,866,652 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (11,083,876 common units) for all such holders of record as of January 6, 2015 with respect to the fourth quarter 2014.  The fourth quarter 2014 common stock dividends and common unit distributions of $0.15 per common share and unit were approved by the Board of Directors on December 9, 2014 and paid on January 14, 2015.

The Company has determined that the $0.60 dividend per common share paid during the year ended December 31, 2015 represented approximately 90 percent ordinary income and approximately 10 percent capital gain to its stockholders; the $0.90 dividend per common share paid during the year ended December 31, 2014 represented approximately 77 percent ordinary income and approximately 23 percent return of capital; and the $1.50 dividend per common share paid during the year ended December 31, 2013 represented approximately 53 percent ordinary income, approximately 33 percent return of capital and approximately 14 percent capital gain to its stockholders.
 
 
 
76
 
 

 
Costs Incurred
For Stock
 
Issuances
Costs incurred in connection with the Company’s stock issuances are reflected as a reduction of additional paid-in capital.

Stock
Compensation
The Company accounts for stock compensation in accordance with the provisions of ASC 718, Compensation-Stock Compensation.  These provisions require that the estimated fair value of restricted stock (“Restricted Stock Awards”), restricted stock units (“RSUs”), performance share units (“PSUs”), total stockholder return based performance shares (“TSR”) and stock options at the grant date be amortized ratably into expense over the appropriate vesting period.  The Company recorded stock compensation expense of $2,219,000, $8,139,000 and $2,387,000 for the years ended December 31, 2015, 2014 and 2013, respectively.  The amount for 2014 included $5,824,000 related to the departure of certain executive officers.

Other
 
Comprehensive
 
Income
Other comprehensive income (loss), if any, includes items that are recorded in equity, such as unrealized holding gains or losses on marketable securities available for sale.  There was no difference in other comprehensive income to net income for the years ended December 31, 2015, 2014 and 2013, and no accumulated other comprehensive income as of December 31, 2015 and 2014.

Fair Value
 
Hierarchy
The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs).  The following summarizes the fair value hierarchy:

·  
Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
·  
Level 2: Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and
·  
Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Discontinued
 
Operations
In April 2014, the Financial Accounting Standards Board (“FASB”) issued guidance related to the reporting of discontinued operation and disclosures of disposals of components of an entity.  This guidance defines a discontinued operation as a component or group of components disposed or classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and final result; the guidance states that a strategic shift could include a disposal of a major geographical area of operations, a major line of business, a major equity method investment or other major parts of an entity.  The guidance also provides for additional disclosure requirements in connection with both discontinued operations and other dispositions not qualifying as discontinued operations.  The guidance is effective for all companies for annual and interim periods beginning on or after December 15, 2014.  The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date.  All entities could early adopt the guidance for new disposals (or new classifications as held for sale) that had not been reported in financial statements previously issued or available for issuance. The Company elected to early adopt this standard effective with the interim period beginning January 1, 2014.  Prior to January 1, 2014, properties identified as held for sale and/or disposed of were presented in discontinued operations for all periods presented.  See Note 7: Discontinued Operations.
 
 
 
77
 

 
Impact Of
Recently-Issued
Accounting
Standards
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.  ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2017, and early adoption is permitted for periods beginning after December 15, 2016.  The Company is currently in the process of evaluating the impact the adoption of ASU 2014-09 will have on the Company’s financial position or results of operations. 

In June 2014, the FASB issued ASU 2014-12 Compensation—Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). The amendments in ASU 2014-12 apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. That is, the employee would be eligible to vest in the award regardless of whether the employee is rendering service on the date the performance target is achieved. Current GAAP does not contain explicit guidance on how to account for those share-based payments. ASU 2014-12 is intended to resolve the accounting treatment of such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 with early adoption permitted.  The adoption of ASU 2014-12 is not expected to impact the Company’s consolidated financial statements. 

In August 2014, the FASB issued ASU 2014-15, which requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU 2014-15 is effective for the annual period ended December 31, 2016 and for annual periods and interim periods thereafter with early adoption permitted. The adoption of ASU 2014-15 is not expected to materially impact the Company’s consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, Consolidation–Amendments to the Consolidation Analysis (Topic 810) (“ASU 2015-02”).  ASU 2015-02 updates guidance related to accounting for consolidation of certain limited partnerships. ASU 2015-02 does not add or remove any of the five characteristics that determine if an entity is a VIE; however, it changes the manner in which a reporting entity assesses its ability to make decisions about the entity's activities. Additionally, ASU 2015-02 removes three of the six criteria that must be met for a fee arrangement to not be a VIE and modifies how an entity assesses interests held through related parties. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted.  The adoption of ASU 2015-02 is not expected to impact the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest–Imputation of Interest-Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) (“ASU 2015-03”).  ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts.  The recognition and measurement guidance for debt issuance costs are not affected by this update.  Debt issuance costs related to revolving lines of credit are not within the scope of this new guidance. Additionally, in August 2015 the FASB issued guidance expanding the April 2015 update (ASU 2015-15).  It states that, given the absence of authoritative guidance within the update, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset for revolving lines of credit and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line of credit.  This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted for financial statements that have not been previously issued.  Full retrospective application is required.  The adoption of ASU 2015-03 will result in debt issuance costs, currently included in Deferred charges, goodwill and other assets, being presented in the balance sheet as a direct deduction from the carrying value of the related debt liabilities.

 
 
78
 
 

 
3.    RECENT TRANSACTIONS

Acquisitions
On January 5, 2016, the Company, which held a 50 percent interest in the property-owning entity, Overlook Ridge Apartment Investors LLC, acquired its remaining interest in a 371-unit multi-family operating property located in Malden, Massachusetts for $39.8 million.

2015
On December 23, 2015, the Company acquired a vacant 147,241 square-foot office property located in the Mack-Cali Business Campus in Parsippany, New Jersey, for approximately $10.3 million, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.  This property is currently in redevelopment by the Company.

On November 12, 2015, the Company acquired a 196,128 square-foot, 95.6 percent leased office property adjacent to an existing Mack-Cali property located in Edison, New Jersey, for approximately $53.1 million, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.

The purchase prices were allocated to the net assets acquired during the year ended December 31, 2015, as follows (in thousands):

           
   
Parsippany
  
Edison
  
Land
$
 5,590
$
 5,542
  
Buildings and improvements
  
 4,710
  
 40,762
  
Above market leases (1)
  
 -
  
 2,097
  
In-place lease values (1)
  
 -
  
 4,699
  
           
Net cash paid at acquisition
$
 10,300
$
 53,100
  

(1)      In-place lease values will be amortized over four years or less, and above market leases will be amortized over 10 years or less.

2014
On December 2, 2014, the Company acquired developable land in Conshohocken, Pennsylvania, for approximately $15.3 million, which was funded using available cash.

On August 15, 2014, the Company acquired the equity interests of its joint venture partner in Overlook Ridge, L.L.C, Overlook Ridge JV, L.L.C. and Overlook Ridge JV 2C/3B, L.L.C. for $16.6 million, which was funded primarily through borrowing under the Company’s unsecured revolving credit facility.  As a result, the Company increased its ownership to 100 percent of the developable land and now consolidates these entities, which were previously accounted for through unconsolidated joint ventures, (collectively, the “Consolidated Land”); and acquired an additional 25 percent, for a total of 50 percent of its subordinated, unconsolidated interests in two operating multi-family properties owned by those entities.  See Note 4: Investments in Unconsolidated Joint Ventures.  In conjunction with the Company’s acquisition of the Consolidated Land, the Company assumed loans with a total principal balance of $23.0 million, which bore interest in the range of LIBOR plus 2.50 to 3.50 percent.  See Note 10: Mortgages, Loans Payable and Other Obligations.

On April 10, 2014, the Company acquired Andover Place, a 220-unit multi-family rental property located in Andover, Massachusetts, for approximately $37.7 million, which was funded primarily through borrowing under the Company’s unsecured revolving credit facility.


 
79
 

The purchase price was allocated to the net assets acquired, as follows during the year ended December 31, 2014 (in thousands):
       
   
Andover
  
   
Place
  
Land
$
 8,535
  
Buildings and improvements
  
 27,609
  
Furniture, fixtures and equipment
  
 459
  
In-place lease values (1)
  
 1,118
  
   
 37,721
  
       
Less: Below market lease values (1)
  
 (25)
  
       
Net cash paid at acquisition
$
 37,696
  

(1)      In-place lease values and below market lease values will be amortized over one year or less.

Excluded from the cash flow statement for the year ended December 31, 2014 was $44.4 million of acquisition and other investment fundings (of which $40.1 million related to the acquisition of 50 percent tenants in common interests in the Curtis Center property.  See Unconsolidated Joint Venture Transactions in Note 4: Investments in Unconsolidated Joint Ventures), which were handled through a qualified intermediary using proceeds from prior sales structured for tax purposes as Section 1031 transactions.

Dispositions
2015
The Company disposed of the following office properties during the year ended December 31, 2015 (dollars in thousands):

                             
       
Rentable
    
Net
    
Net
        
Disposition
    
# of
Square
    
Sales
    
Book
    
Realized
  
Date
Property/Address
Location
Bldgs.
 Feet
    
Proceeds
    
Value
    
Gain
  
01/15/15
1451 Metropolitan Drive
West Deptford, New Jersey
1
21,600
  
$
1,072
  
$
929
  
$
 143
  
05/27/15
10 Independence Blvd
Warren, New Jersey
1
120,528
    
18,351
(a)
  
15,114
    
 3,237
  
06/11/15
4 Sylvan Way
Parsippany, New Jersey
1
105,135
    
15,961
(a)
  
9,522
    
 6,439
  
06/26/15
14 Sylvan Way
Parsippany, New Jersey
1
203,506
    
79,977
    
55,253
    
 24,724
  
07/21/15
210 Clay Ave
Lyndhurst, New Jersey
1
121,203
    
14,766
(a)
  
5,202
    
 9,564
  
08/24/15
5 Becker Farm Rd
Roseland, New Jersey
1
118,343
    
18,129
(a)
  
8,975
    
 9,154
  
                             
Totals
    
6
 690,315
  
$
 148,256
  
$
 94,995
  
$
 53,261
  
                             
(a)     The Company transferred the deeds for these properties to the lender in satisfaction of its mortgage loan obligations totaling $59.7 million. The Company recorded an impairment   charge of $25.2 million during the year ended December 31, 2013 as it estimated that the carrying value of the properties may not be recoverable over their anticipated holding periods.
  

2014
The Company sold the following office properties during the year ended December 31, 2014 (dollars in thousands):
                             
       
Rentable
    
Net
    
Net
        
Sale
    
# of
Square
    
Sales
    
Book
    
Realized
  
Date
Property/Address
Location
Bldgs.
 Feet
    
Proceeds
    
Value
    
Gain
  
04/23/14
22 Sylvan Way
Parsippany, New Jersey
 1
 249,409
  
$
 94,897
  
$
 60,244
  
$
 34,653
  
06/23/14
30 Knightsbridge Road (a)
Piscataway, New Jersey
 4
 680,350
    
 54,641
    
 52,361
    
 2,280
  
06/23/14
470 Chestnut Ridge Road (a) (b)
Woodcliff Lake, New Jersey
 1
 52,500
    
 7,195
    
 7,109
    
 86
  
06/23/14
530 Chestnut Ridge Road (a) (b)
Woodcliff Lake, New Jersey
 1
 57,204
    
 6,299
    
 6,235
    
 64
  
06/27/14
400 Rella Boulevard
Suffern, New York
 1
 180,000
    
 27,539
    
 10,938
    
 16,601
  
06/30/14
412 Mount Kemble Avenue (a)
Morris Township, New Jersey
 1
 475,100
    
 44,751
    
 43,851
    
 900
  
07/29/14
17-17 Route 208 North (a) (b)
Fair Lawn, New Jersey
 1
 143,000
    
 11,835
    
 11,731
    
 104
  
08/20/14
555, 565, 570 Taxter Road (a)
Elmsford, New York
 3
 416,108
    
 41,057
    
 41,057
    
 -
  
08/20/14
200, 220 White Plains Road (a)
Tarrytown, New York
 2
 178,000
    
 12,619
    
 12,619
    
 -
  
08/20/14
1266 East Main Street (a) (b)
Stamford, Connecticut
 1
 179,260
    
 18,406
    
 18,246
    
 160
  
                           
Totals
  
 16
 2,610,931
  
$
 319,239
  
$
 264,391
  
$
 54,848
  

(a)
The Company completed the sale of these properties for approximately $221 million, comprised of: $192.5 million in cash from a combination of affiliates of Keystone Property Group’s (“Keystone Entities”) senior and pari-passu equity and mortgage financing; Company subordinated equity interests in each of the properties sold with capital accounts aggregating $21.2 million; and Company pari-passu equity interests in five of the properties sold aggregating $7.3 million.  Net sale proceeds from the sale aggregated $196.8 million which was comprised of the $221 million gross sales price less the subordinated equity interests of $21.2 million and $3 million in closing costs.  The purchasers of these properties are unconsolidated joint ventures formed between the Company and the Keystone Entities.  The senior and pari-passu equity will receive a 15 percent internal rate of return (“IRR”) after which the subordinated equity will receive a 10 percent IRR and then all distributable cash flow will be split equally between the Keystone Entities and the Company.  See Note 4: Investments in Unconsolidated Joint Ventures.  In connection with certain of these partial sale transactions, because the buyer received a preferential return on certain of the ventures for which the Company received subordinated equity interests, the Company only recognized profit to the extent that they received net proceeds in excess of their entire carrying value of the properties, effectively reflecting their retained subordinated equity interest at zero.
(b)
The Company recorded an impairment charge of $20.8 million on these properties at December 31, 2013 as it estimated that the carrying value of the properties may not be recoverable over their anticipated holding periods.
 
 
 
 
80
 

 
On January 1, 2014, the Company early adopted the new discontinued operations accounting standard and as the properties disposed of during the year ended December 31, 2015 and 2014 did not represent a strategic shift (as the Company is not entirely exiting markets or property types), they have not been reflected as part of discontinued operations.

The following table summarizes income (loss) from the properties disposed of during the years ended December 31, 2015 and 2014, for the years ended December 31, 2015, 2014 and 2013: (dollars in thousands)

                   
                   
     
             Years Ended December 31,
     
2015
    
2014
    
2013
Total revenues
  
$
 9,137
  
$
 53,975
  
$
 79,379
Operating and other expenses
    
 (5,532)
    
 (24,311)
    
 (34,835)
Depreciation and amortization
    
 (11,700)
    
 (9,955)
    
 (20,927)
Interest expense
    
 (7,008)
    
 (10,369)
    
 (9,784)
                   
Income (loss) from properties disposed of
  
$
 (15,103)
  
$
 9,340
  
$
 13,833
                   
Impairments
    
 -
    
 -
    
 (79,378)
Realized gains on dispositions
    
 53,261
    
 54,848
    
 -
                   
Total income (loss)  from properties disposed of
  
$
 38,158
  
$
 64,188
  
$
 (65,545)
 
2015

Impairments on Properties Held and Used
In September 2015, the Company announced a three-year strategic initiative to transform the Company into a more concentrated owner of New Jersey Hudson River waterfront and transit-oriented office properties and a regional owner of luxury multi-family residential properties.  In connection with the transformation of the Company’s portfolio, management began developing a disposition plan in September 2015, which will be an ongoing assessment process.  Through this plan, the Company, in the coming years, expects to dispose of primarily office properties considered non-core to its ongoing operations.  As a result, at September 30, 2015, the Company evaluated the recoverability of the carrying values of these non-core properties, and determined that due to the shortening of the expected periods of ownership, it was necessary to reduce the carrying values of 22 rental properties to their estimated fair values.  Accordingly, the Company recorded an impairment charge of $158.6 million at September 30, 2015 reducing the aggregate carrying values of these properties from $554.3 million to their estimated fair values of $395.7 million.  At December 31, 2015, as a result of its periodic evaluation of the recoverability of the carrying values resulting from its ongoing assessment of non-core properties, the Company recorded an additional impairment charge of $33.7 million.

Four of the Company’s office properties are collateral for a mortgage loan that matured on August 11, 2014, with a principal balance of $63.3 million as of December 31, 2015.  The loan was not repaid at maturity and the Company is in discussions with the lender regarding potential options in satisfaction of the obligation (see Note 10: Mortgages, Loans Payable and Other Obligations).   As of September 30, 2015, the Company estimated that the carrying value of three of these properties, aggregating 479,877 square feet and located in Roseland and Parsippany, New Jersey, may not be recoverable over their anticipated holding periods.  In order to reduce the carrying values of the properties to their estimated fair values, the Company recorded impairment charges of $5.6 million at September 30, 2015, which resulted from the current decline in leasing activity and market rents of the properties identified.   The Company had previously recorded impairment charges on these properties at September 30, 2013 of $12.5 million.

Appointment of executive officers
On June 3, 2015, the Company announced the appointments of Mitchell E. Rudin as chief executive officer and Michael J. DeMarco as president and chief operating officer of the Company, effective immediately.  The Company entered into employment agreements dated June 3, 2015 with each of Messrs. Rudin and DeMarco (together, the “Executive Employment Agreements”) that each provide as follows:
 
 
 
 
81
 

 
·  
A term that ends on December 31, 2018 (the “Employment Term”) unless earlier terminated;
·  
An annual base salary for each of Messrs. Rudin and DeMarco of $700,000, subject to potential merit increases (but not decreases) each year;
·  
A target annual bonus opportunity of one hundred percent (100%) of base salary, or $700,000, for each of Messrs. Rudin and DeMarco, with a threshold bonus of fifty percent (50%) of base salary, or $350,000, and a maximum bonus of two hundred percent (200%) of base salary, or $1,400,000, a pro rata bonus opportunity for 2015 based on the assessment of the Executive Compensation and Option Committee of the Board of Directors (“Committee”) of each executive’s development of a strategic plan for the Company and bonuses for 2016 and subsequent years to be based on objective performance goals to be established annually by the Committee;
·  
2015 long-term incentive (“LTI”) awards under the Company’s 2013 Incentive Stock Plan (the “2015 LTI Awards”), consisting of the granting to each of Messrs. Rudin and DeMarco on June 5, 2015 of 18,775.27 restricted stock units subject to time-based vesting over three years, and of 56,325.82 performance share units (“PSUs”) which will vest from 0 to 150 percent of the number of PSUs granted based on the Company’s total shareholder return relative to a peer group of equity office REITs over a three-year performance period; and
·  
The grant on June 5, 2015 (the “Grant Date”) to each of Messrs. Rudin and DeMarco of options to purchase 400,000 shares of the Company’s common stock, exercisable for a period of ten years with an exercise price equal to the closing price of the Company’s common stock on the NYSE on the Grant Date (which price was $17.31 per share), with 200,000 of such options vesting in three equal annual installments commencing on the first anniversary of the Grant Date, and 200,000 of such options vesting if the Company’s common stock trades at or above $25.00 per share for 30 consecutive trading days while Mr. Rudin and Mr. DeMarco is employed, as applicable, or on or before June 30, 2019 if Mr. Rudin and Mr. DeMarco is employed for the entire Employment Term (except if the executive’s employment has been terminated by the Company for cause following expiration of the Employment Term). 


 

 
82
 

4.    INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

As of December 31, 2015, the Company had an aggregate investment of approximately $303.5 million in its equity method joint ventures.  The Company formed these ventures with unaffiliated third parties, or acquired interests in them, to develop or manage primarily office and multi-family rental properties, or to acquire land in anticipation of possible development of office and multi-family rental properties.  As of December 31, 2015, the unconsolidated joint ventures owned: 36 office properties aggregating approximately 5.6 million square feet, 13 multi-family properties totaling 4,343 apartments, two retail properties aggregating approximately 81,700 square feet, a 350-room hotel, development projects for up to approximately 1,074 apartments; and interests and/or rights to developable land parcels able to accommodate up to 2,910 apartments and 1.4 million square feet of office space.  The Company’s unconsolidated interests range from 7.5 percent to 85 percent subject to specified priority allocations in certain of the joint ventures.

The amounts reflected in the following tables (except for the Company’s share of equity in earnings) are based on the historical financial information of the individual joint ventures.  The Company does not record losses of the joint ventures in excess of its investment balances unless the Company is liable for the obligations of the joint venture or is otherwise committed to provide financial support to the joint venture.  The outside basis portion of the Company’s investments in joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed.  Unless otherwise noted below, the debt of the Company’s unconsolidated joint ventures generally is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions, and material misrepresentations.

The Company has agreed to guarantee repayment of a portion of the debt of its unconsolidated joint ventures.  As of December 31, 2015, such debt had a total facility amount of $547.6 million of which the Company agreed to guarantee up to $74.7 million.  As of December 31, 2015, the outstanding balance of such debt totaled $309.9 million of which $53.1 million was guaranteed by the Company.  The Company also posted a $3.6 million letter of credit in support of the South Pier at Harborside joint venture, half of which is indemnified by Hyatt Corporation, the Company’s joint venture partner.  The Company performed management, leasing, development and other services for the properties owned by the unconsolidated joint ventures and recognized $5.5 million and $6.2 million for such services in the years ended December 31, 2015 and 2014, respectively.  The Company had $0.8 million and $1.0 million in accounts receivable due from its unconsolidated joint ventures as of December 31, 2015 and 2014.

Included in the Company’s investments in unconsolidated joint ventures as of December 31, 2015 are five unconsolidated development joint ventures, which are VIEs for which the Company is not the primary beneficiary.  These joint ventures are primarily established to develop real estate property for long-term investment and were deemed VIEs primarily based on the fact that the equity investment at risk was not sufficient to permit the entities to finance their activities without additional financial support.  The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period.  The Company determined that it was not the primary beneficiary of these VIEs based on the fact that the Company has shared control of these entities along with the entity’s partners and therefore does not have controlling financial interests in these VIEs.  The Company’s aggregate investment in these VIEs was approximately $173.4 million as of December 31, 2015.  The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be approximately $207.1 million, which includes the Company’s current investment and estimated future funding commitments/guarantees of approximately $33.7 million.  The Company has not provided financial support to these VIEs that it was not previously contractually required to provide.  In general, future costs of development not financed through third parties will be funded with capital contributions from the Company and its outside partners in accordance with their respective ownership percentages.   




 
83
 



The following is a summary of the Company's unconsolidated joint ventures as of December 31, 2015 and 2014:  (dollars in thousands)
                                   
                         
Property Debt
  
 
Number of
Company's
    
Carrying Value
    
As of December 31, 2015
  
 
Apartment Units
Effective
    
December 31,
    
December 31,
      
Maturity
Interest
  
Entity / Property Name
or Square Feet (sf)
Ownership % (a)
    
2015
    
2014
    
Balance
Date
Rate
  
Multi-family
                                  
Marbella RoseGarden, L.L.C./ Marbella  (b)
 412
units
 24.27
%
  
$
 15,569
  
$
 15,779
  
$
 95,000
05/01/18
 4.99
%
  
RoseGarden Monaco Holdings, L.L.C./ Monaco   (b)
 523
units
 15.00
%
    
 937
    
 2,161
    
 165,000
02/01/21
 4.19
%
  
Rosewood Lafayette Holdings, L.L.C./ Highlands at Morristown Station (c)
 217
units
 25.00
%
    
 -
    
 62
    
 -
 -
-
    
PruRose Port Imperial South 15, LLC /RiversEdge at Port Imperial (b)
 236
units
 50.00
%
    
 -
    
 -
    
 57,500
09/01/20
 4.32
%
  
Rosewood Morristown, L.L.C. / Metropolitan at 40 Park  (d) (e)
 130
units
 12.50
%
    
 5,723
    
 6,029
    
 45,982
(f)
(f)
    
Overlook Ridge JV 2C/3B, L.L.C./The Chase at Overlook Ridge  (b)
 371
units
 50.00
%
    
 2,039
    
 2,524
    
 52,662
01/26/16
L+2.50
%
(g)
PruRose Riverwalk G, L.L.C./ RiverTrace at Port Imperial   (b)
 316
units
 25.00
%
    
 -
    
 955
    
 79,393
07/15/21
 6.00
%
(h)
Elmajo Urban Renewal Associates, LLC / Lincoln Harbor (Bldg A&C)  (b)
 355
units
 7.50
%
    
 -
    
 -
    
 128,100
03/01/30
 4.00
%
(i)
Crystal House Apartments Investors LLC / Crystal House  (j)
 798
units
 25.00
%
    
 28,114
    
 27,051
    
 165,000
04/01/20
 3.17
%
  
Portside Master Company, L.L.C./ Portside at Pier One - Bldg 7  (b)
 176
units
 38.25
%
    
 -
    
 1,747
    
 42,500
12/04/17
L+2.50
%
(k)
PruRose Port Imperial South 13, LLC / RiverParc at Port Imperial  (b)
 280
units
 20.00
%
    
 -
    
 1,087
    
 70,386
06/27/16
L+2.15
%
(l)
Roseland/Port Imperial Partners, L.P./ Riverwalk C  (b) (m)
 363
units
 20.00
%
    
 1,678
    
 1,800
    
 -
-
-
    
RoseGarden Marbella South, L.L.C./ Marbella II
 311
units
 24.27
%
    
 16,728
    
 11,282
    
 68,046
03/30/17
L+2.25
%
(n)
Estuary Urban Renewal Unit B, LLC / Lincoln Harbor (Bldg B)  (b)
 227
units
 7.50
%
    
 -
    
 -
    
 81,900
03/01/30
 4.00
%
(o)
Riverpark at Harrison I, L.L.C./ Riverpark at Harrison  (c)
 141
units
 45.00
%
    
 2,544
    
 4,744
    
 30,000
08/01/25
 3.70
%
(p)
Capitol Place Mezz LLC / Station Townhouses
 378
units
 50.00
%
    
 46,267
    
 49,327
    
 100,700
07/01/33
 4.82
%
(q)
Harborside Unit A Urban Renewal, L.L.C. / URL Harborside
 763
units
 85.00
%
    
 96,799
    
 34,954
    
 63,871
08/01/29
 5.197
%
(r)
RoseGarden Monaco, L.L.C./ San Remo Land
 250
potential units
 41.67
%
    
 1,339
    
 1,283
    
 -
-
-
    
Grand Jersey Waterfront URA, L.L.C./ Liberty Landing
 850
potential units
 50.00
%
    
 337
    
 337
    
 -
-
-
    
                                   
Office
                                  
Red Bank Corporate Plaza, L.L.C./ Red Bank
 92,878
sf
 50.00
%
    
 4,140
    
 3,963
    
 15,124
05/17/16
L+3.00
%
(s)
12 Vreeland Associates, L.L.C./ 12 Vreeland Road
 139,750
sf
 50.00
%
    
 5,890
    
 5,620
    
 12,543
07/01/23
 2.87
%
  
BNES Associates III / Offices at Crystal Lake
 106,345
sf
 31.25
%
    
 2,295
    
 1,993
    
 6,133
11/01/23
 4.76
%
  
Hillsborough 206 Holdings, L.L.C./ Hillsborough 206
 160,000
sf
 50.00
%
    
 1,962
    
 1,962
    
 -
-
-
    
KPG-P 100 IMW JV, LLC / 100 Independence Mall West
 339,615
sf
 33.33
%
    
 -
    
 -
    
 61,500
09/09/16
L+7.00
%
(t)
Keystone-Penn (c)
 1,842,820
sf
(u)
      
 -
    
 -
    
 227,111
(v)
(v)
    
Keystone-TriState
 1,266,384
sf
(w)
      
 3,958
    
 6,140
    
 208,476
(x)
(x)
    
KPG-MCG Curtis JV, L.L.C./ Curtis Center  (y)
 885,000
sf
 50.00
%
    
 59,858
    
 59,911
    
(z)
(z)
(z)
    
                                   
Other
                                  
Plaza VIII & IX Associates, L.L.C./ Vacant land (parking operations)
 1,225,000
sf
 50.00
%
    
 4,055
    
 4,022
    
 -
-
-
    
Roseland/North Retail, L.L.C./ Riverwalk at Port Imperial  (b)
 30,745
sf
 20.00
%
    
 1,758
    
 1,828
    
 -
-
-
    
South Pier at Harborside / Hyatt Regency Jersey City on the Hudson
 350
rooms
 50.00
%
    
(aa)
    
(aa)
    
 63,741
(ab)
(ab)
    
Stamford SM LLC / Senior Mezzanine Loan  (ac)
n/a
n/a
 80.00
%
    
 -
    
 -
    
 -
-
-
    
Other (ad)
            
 1,467
    
 907
    
 -
-
-
    
Totals:
          
$
 303,457
  
$
 247,468
  
$
 1,840,668
        


   
   
(a)      
Company's effective ownership % represents the Company's entitlement to residual distributions after payments of priority returns, where applicable.
(b)      
The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the Company is not expected to meaningfully participate in the venture's cash flows in the near term.
(c)      
See discussion in Recent Transactions following in this footnote.
(d)      
Through the joint venture, the Company also owns a 12.5 percent interest in a 50,973 square feet retail building ("Shops at 40 Park") and a 25 percent interest in a to-be-built 59-unit, five story multi-family rental development property ("Lofts at 40 Park").
(e)      
The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the payment of the outstanding balance remaining on a note ($975 as of December 31, 2015), and is not expected to meaningfully participate in the venture's cash flows in the near term.
(f)      
Property debt balance consists of: (i) a loan, collateralized by the Metropolitan at 40 Park, with a balance of $38,410, bears interest at 3.25 percent, matures in September 2020; (ii) an amortizable loan, collateralized by the Shops at 40 Park, with a balance of $6,455, bears interest at 3.63 percent, matures in August 2018; and (iii) a loan, collateralized by the Lofts at 40 Park, with a balance of $1,117, bears interest at LIBOR plus 250 basis points and matures in September 2016.  The Shops at 40 Park mortgage loan also provides for additional borrowing proceeds of $1 million based on certain preferred thresholds being achieved.
(g)      
The construction loan has a maximum borrowing amount of $55,500 and provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points each.  The joint venture has a swap agreement that fixes the all-in rate to 3.0875 percent per annum on an initial notional amount of $1,840, increasing to $52,000, for the period from September 3, 2013 to November 2, 2015.
(h)       
The permanent loan has a maximum borrowing amount of $80,249.
(i)       
The construction loan with a maximum borrowing amount of $91,000 converted to a permanent loan on February 27, 2015.
(j)      
The Company also owns a 50 percent interest in a vacant land to accommodate the development of approximately 295 additional units of which 252 are currently approved.
(k)       
The construction loan has a maximum borrowing amount of $42,500 and provides, subject to certain conditions, two two-year extension options with a fee of 12.5 basis points for the first two-year extension and 25 basis points for the second two-year extension.
(l)     
The construction loan has a maximum borrowing amount of $73,350 and provides, subject to certain conditions, one-year extension option followed by a six-month extension option with a fee of 25 basis points each. The joint venture has a swap agreement that fixes the all-in rate to 2.79 percent per annum on an initial notional amount of $1,620, increasing to $69,500 for the period from July 1, 2013 to January 1, 2016.
(m)      
The Company also owns a 20 percent residual interest in undeveloped land parcels: parcels 6, I, and J ("Port Imperial North Land") that can accommodate the development of 836 apartment units.
(n)      
The construction loan has a maximum borrowing amount of $77,400 and provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points for each year.
(o)      
The construction loan with a maximum borrowing amount of $57,000 converted to a permanent loan on February 27, 2015.
(p)      
The construction loan with a maximum borrowing amount of $23,400 converted to a permanent loan on July 14, 2015.  See discussion in Recent Transactions following in this footnote.
(q)       
The construction/permanent loan has a maximum borrowing amount of $100,700 with amortization starting in August 2017.
(r)    
The construction/permanent loan has a maximum borrowing amount of $192,000.
(s)      
The joint venture has a swap agreement that fixes the all-in rate to 3.99375 percent per annum on an initial notional amount of $13,650 and then adjusting in accordance with an amortization schedule, which is effective from October 17, 2011 through loan maturity.
(t)       
The mortgage loan has two one-year extension options, subject to certain conditions.
(u)      
The Company’s equity interests in the joint ventures will be subordinated to Keystone Entities receiving a 15 percent internal rate of return (“IRR”) after which the Company will receive a 10 percent IRR on its subordinate equity and then all profit will be split equally.  See discussion in Recent Transactions following in this footnote.
(v)      
Principal balance of $127,600 bears interest at 5.114 percent and matures on August 27, 2023; principal balance of $45,500 bears interest at 5.01 percent and matures on September 6, 2025; principal balance of $32,336 bears interest at rates ranging from LIBOR+5.0 percent to LIBOR+5.75 percent and matures on August 27, 2016; principal balance of $11,250 bears interest at LIBOR+5.5 percent and matures on January 9, 2019; principal balance of $10,425 bears interest at LIBOR+6.0 percent matures on August 31, 2016.
(w)     
Includes the Company’s pari-passu interests of $4.0 million in five properties and Company’s subordinated equity interests to Keystone Entities receiving a 15 percent internal rate of return (“IRR”) after which the Company will receive a 10 percent IRR on its subordinate equity and then all profit will be split equally.
(x)      
Principal balance of $42,107 bears interest at 4.95 percent and matures on July 1, 2017; principal balance of $73,670 bears interest at rates ranging from 5.65 percent to 6.75 percent and matures on September 9, 2017; principal balance of $14,250 bears interest at 4.88 percent and matures on July 6, 2024; principal balance of $63,400 bears interest at 4.93 percent and matures on July 6, 2044; principal balance of $15,050 bears interest at 4.71 percent and matures on August 6, 2044.
(y)
Includes undivided interests in the same manner as investments in noncontrolling partnership, pursuant to ASC 970-323-25-12.
(z)
See Note 10: Mortgages, Loans Payable and Other Obligations for debt secured by interests in these assets.
(aa)
The negative carrying value for this venture of $3,317 and $1,854 as of December 31, 2015 and 2014, respectively, were included in accounts payable, accrued expenses and other liabilities.
(ab)      
Balance includes: (i) mortgage loan, collateralized by the hotel property, with a balance of $60,147, bears interest at 6.15 percent and matures in November 2016, and (ii) loan with a balance of $3,594, bears interest at fixed rates ranging from 6.09 percent to 6.62 percent and matures in August 1, 2020.  The Company posted a $3.6 million letter of credit in support of this loan, half of which is indemnified by the partner.
(ac)      
The joint venture collected net proceeds of $47.2 million at maturity, of which the Company received its share of $37.8 million on August 6, 2014.
(ad)
The Company owns other interests in various unconsolidated joint ventures, including interests in assets previously owned and interest in ventures whose businesses are related to its core operations. These ventures are not expected to significantly impact the Company's operations in the near term. 
 
 
 
 
84
 

 
The following is a summary of the Company’s equity in earnings (loss) of unconsolidated joint ventures for the years ended December 31, 2015 and 2014: (dollars in thousands)
                 
   
                     Year Ended December 31,
Entity / Property Name
  
2015
    
2014
    
2013
Multi-family
                
Marbella RoseGarden, L.L.C./ Marbella
$
 231
  
$
 (19)
  
$
 (540)
RoseGarden Monaco Holdings, L.L.C./ Monaco
  
 (1,224)
    
 (1,040)
    
 (1,560)
Rosewood Lafayette Holdings, L.L.C./ Highlands at Morristown Station
  
 (62)
    
 (853)
    
 (1,131)
PruRose Port Imperial South 15, LLC /RiversEdge at Port Imperial
  
 -
    
 -
    
 (606)
Rosewood Morristown, L.L.C. / Metropolitan at 40 Park
  
 (364)
    
 (345)
    
 (509)
Overlook Ridge JV 2C/3B, L.L.C./The Chase at Overlook Ridge
  
 (371)
    
 (384)
    
 293
PruRose Riverwalk G, L.L.C./ RiverTrace at Port Imperial
  
 (955)
    
 (2,139)
    
 (985)
Elmajo Urban Renewal Associates, LLC / Lincoln Harbor (Bldg A&C)
  
 -
    
 (203)
    
 (345)
Crystal House Apartments Investors LLC / Crystal House
  
 (123)
    
 (139)
    
 (2,639)
Portside Master Company, L.L.C./ Portside at Pier One - Bldg 7
  
 (1,736)
    
 (1,163)
    
 (421)
PruRose Port Imperial South 13, LLC / RiverParc at Port Imperial
  
 (988)
    
 (863)
    
 (664)
Roseland/Port Imperial Partners, L.P./ Riverwalk C
  
 (474)
    
 (646)
    
 (740)
RoseGarden Marbella South, L.L.C./ Marbella II
  
 -
    
 -
    
 (57)
Estuary Urban Renewal Unit B, LLC / Lincoln Harbor (Bldg B)
  
 1
    
 (15)
    
 (157)
Riverpark at Harrison I, L.L.C./ Riverpark at Harrison
  
 (363)
    
 (150)
    
 -
Capitol Place Mezz LLC / Station Townhouses
  
 (3,687)
    
 (75)
    
 -
Harborside Unit A Urban Renewal, L.L.C. / URL Harborside
  
 -
    
 (218)
    
 -
RoseGarden Monaco, L.L.C./ San Remo Land
  
 -
    
 -
    
 -
Grand Jersey Waterfront URA, L.L.C./ Liberty Landing
  
 (32)
    
 (54)
    
 (77)
Office
                
Red Bank Corporate Plaza, L.L.C./ Red Bank
  
 392
    
 380
    
 372
12 Vreeland Associates, L.L.C./ 12 Vreeland Road
  
 270
    
 106
    
 74
BNES Associates III / Offices at Crystal Lake
  
 115
    
 240
    
 (14)
Hillsborough 206 Holdings, L.L.C./ Hillsborough 206
  
 (5)
    
 (10)
    
 (35)
KPG-P 100 IMW JV, LLC / 100 Independence Mall West
  
 (800)
    
 (1,887)
    
 (913)
Keystone-Penn
  
 3,812
    
 -
    
 -
Keystone-TriState
  
 (2,182)
    
 (318)
    
 -
KPG-MCG Curtis JV, L.L.C./ Curtis Center
  
 475
    
 624
    
 -
Other
                
Plaza VIII & IX Associates, L.L.C./ Vacant land (parking operations)
  
 344
    
 320
    
 99
Roseland/North Retail, L.L.C./ Riverwalk at Port Imperial
  
 (70)
    
 (102)
    
 (230)
South Pier at Harborside / Hyatt Regency Jersey City on the Hudson
  
 3,036
    
 2,602
    
 2,519
Stamford SM LLC / Senior Mezzanine Loan
  
 -
    
 2,337
    
 3,719
Other
  
 1,588
    
 1,591
    
 2,220
Company's equity in earnings (loss) of unconsolidated joint ventures
$
 (3,172)
  
$
 (2,423)
  
$
 (2,327)
 

 
85
 

The following is a summary of the combined financial position of the unconsolidated joint ventures in which the Company had investment interests as of December 31, 2015 and 2014: (dollars in thousands)
             
     
December 31,
    
December 31,
     
2015
    
2014
Assets:
            
   Rental property, net
  
$
 1,781,621
  
$
 1,534,812 
   Other assets
    
 307,000
    
 398,222
   Total assets
  
$
 2,088,621
  
$
 1,933,034
Liabilities and partners'/
            
members' capital:
            
   Mortgages and loans payable
  
$
 1,298,293
  
$
 1,060,020 
   Other liabilities
    
 215,951
    
 211,340 
   Partners'/members' capital
    
 574,377
    
 661,674
   Total liabilities and
            
   partners'/members' capital
  
$
 2,088,621
  
$
 1,933,034

The following is a summary of the combined results from operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the years ended December 31, 2015, 2014 and 2013: (dollars in thousands)
                 
   
                    Year Ended December 31,
   
2015
    
2014
    
2013
Total revenues
$
 318,980 
  
$
 305,034 
  
$
 255,510 
Operating and other expenses
  
 (220,982)
    
 (233,320)
    
 (217,739)
Depreciation and amortization
  
 (71,711)
    
 (42,985)
    
 (32,889)
Interest expense
  
 (52,972)
    
 (32,862)
    
 (16,709)
Net loss
$
 (26,685)
  
$
 (4,133)
  
$
 (11,827)

Recent Transactions

KEYSTONE-PENN
On August 28, 2015, Rosetree KPG III, L.L.C., which owns a 236,417 square-foot two-building office property located in Media, Pennsylvania refinanced its $31.8 million loan and obtained a new $45.5 million mortgage loan. The Company received a distribution of $3.7 million as its share of the loan proceeds recognized as equity in earnings during the year ended December 31, 2015 (as a result of having no carrying value of its investment in the unconsolidated joint venture).

RIVERPARK AT HARRISON I, L.L.C./RIVERPARK AT HARRISON
On July 14, 2015, Riverpark at Harrison I, L.L.C. (“Riverpark”), which owns a 141-unit multi-family rental property located in Harrison, New Jersey, refinanced the $23.4 million construction loan, and obtained a $30 million mortgage loan. The Company received a distribution of $1.7 million from the loan proceeds. Concurrent with the loan refinancing, the Company, which holds a 36 percent interest in Riverpark, and its venture partners that hold ownership interests aggregating 44 percent acquired the 20 percent interest of the remaining partner group for $2.1 million.  As a result of the 20 percent redemption, the Company’s ownership interest increased to 45 percent with the remaining venture partners owning 55 percent.  The Company has determined that the joint venture is not a VIE since the equity investment at risk is sufficient to permit Riverpark to finance its activities without additional financial support.  As control is shared with the partners in accordance with the operating agreement, the Company will continue to have an unconsolidated joint venture interest in Riverpark under the provisions of ASC 810, Consolidation.

ROSEWOOD LAFAYETTE HOLDINGS, L.L.C./HIGHLANDS AT MORRISTOWN STATION
On June 1, 2015, the Company sold its 25 percent equity interest in Rosewood Lafayette Holdings L.L.C., a joint venture which owns the Highlands at Morristown Station, a 217-unit multi-family property located in Morristown, New Jersey, to its joint venture partner and realized a gain on the sale of $6.4 million.
 


 
86
 

5.    DEFERRED CHARGES, GOODWILL AND OTHER ASSETS, NET
           
   
                  December 31,
(dollars in thousands)
  
2015
    
2014
Deferred leasing costs
$
 239,690
  
$
 239,138
Deferred financing costs
  
 23,723
    
 24,042
   
 263,413
    
 263,180
Accumulated amortization
  
 (126,816)
    
 (122,358)
Deferred charges, net
  
 136,597
    
 140,822
Notes receivable (1)
  
 13,496
    
 21,491
In-place lease values, related intangibles and other assets, net (2)(3)
  
 10,931
    
 6,565
Goodwill
  
 2,945
    
 2,945
Prepaid expenses and other assets, net (4)
  
 49,408
    
 32,827
           
Total deferred charges, goodwill and other assets, net
$
 213,377
  
$
 204,650

(1)
Includes as of December 31, 2015: a mortgage receivable for $10.4 million which bears interest at LIBOR plus six percent and matures in August 2016; and an interest-free note receivable with a net present value of $3.1 million and matures in April 2023.  The Company believes these balances are fully collectible.
(2)
In accordance with ASC 805, Business Combinations, the Company recognizes rental revenue of acquired above and below market lease intangibles over the terms of the respective leases.  The impact of amortizating the acquired above and below-market lease intangibles increased revenue by approximately $0.2 million, $0.7 million and $1.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.  The following table summarizes, as of December 31, 2015, the scheduled amortization of the Company’s acquired above and below-market lease intangibles for each of the five succeeding years (dollars in thousands).

                 
   
Acquired Above-
    
Acquired Below-
      
   
Market Lease
    
Market Lease
    
Total
Year
  
Intangibles
    
Intangibles
    
Amortization
2016
$
 (776)
  
$
 345
  
$
 (431)
2017
  
 (708)
    
 339
    
 (369)
2018
  
 (645)
    
 289
    
 (356)
2019
  
 (529)
    
 156
    
 (373)
2020
  
 (341)
    
 21
    
 (320)

(3)
In accordance with ASC 805, Business Combinations, the value of acquired in-place lease intangibles are amortized to expense over the remaining initial terms of the respective leases.  The impact of the amortization of acquired in-place lease values is included in depreciation and amortization expense and amounted to approximately $1.4 million, $6.9 million and $10.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.  The following table summarizes, as of December 31, 2014, the scheduled amortization of the Company’s acquired in-place lease values for each of the five succeeding years (dollars in thousands).
       
       
Year
      
2016
  
$
 2,399
2017
    
 2,093
2018
    
 1,175
2019
    
 979
2020
    
 -


(4)      Includes as of December 31, 2015, deposits of $15.1 million for acquisitions and developments.


 
87
 

DERIVATIVE FINANCIAL INSTRUMENTS
The Company does not have any derivative instruments designated as cash flow hedges.  The following table summarizes the notional and fair value of the Company’s derivative financial instruments, designated as fair value hedges, as of December 31, 2015 and 2014 (dollars in thousands):

                                 
                       
                      Fair Value
   
Notional
    
Strike
    
Effective
  
Expiration
    
                    December 31,
   
Value
(a)
  
Rate
    
Date
  
Date
    
2015
    
2014
LIBOR Cap
$
 51,000 
    
1.5
%
  
September 2014
  
October 2015
  
$
 -
  
$
 1 
LIBOR Cap
  
 24,000 
    
1.5
%
  
September 2014
  
October 2015
    
 -
    
 1 
LIBOR Cap
  
 51,000 
    
1.75
%
  
October 2015
  
October 2016
    
 1
    
 64 
LIBOR Cap
  
 24,000 
    
1.75
%
  
October 2015
  
October 2016
    
 1
    
 29 
                       
$
 2
  
$
 95 

(a)  
The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks.

The Company includes these derivative financial instruments, which were recorded in the year ended December 31, 2014, in deferred charges, goodwill and other assets, net.  As changes in the fair value of these derivative financial instruments are recorded in earnings, the Company recorded a loss on the change in fair value of $93,000 and $79,000 during the years ended December 31, 2015 and 2014, respectively, which is included in interest and other investment income in the consolidated statements of operations.
 
 

6.    RESTRICTED CASH

Restricted cash generally includes tenant and resident security deposits for certain of the Company’s properties, and escrow and reserve funds for debt service, real estate taxes, property insurance, capital improvements, tenant improvements, and leasing costs established pursuant to certain mortgage financing arrangements, and is comprised of the following:  (dollars in thousands)
           
   
December 31,
   
2015
    
2014
Security deposits
$
 7,785
  
$
 7,795
Escrow and other reserve funds
  
 27,558
    
 26,450
           
Total restricted cash
$
 35,343
  
$
 34,245
 

7.    DISCONTINUED OPERATIONS

On January 1, 2014, the Company early adopted the new discontinued operations accounting standard and as the properties disposed of during the year ended December 31, 2015 and 2014 did not represent a strategic shift (as the Company is not entirely exiting markets or property types), they have not been reflected as part of discontinued operations.  See Note 3: Recent Transactions – Dispositions.

During the year ended December 31, 2013, the Company disposed of 24 office properties located in New York, New Jersey, Pennsylvania and Connecticut aggregating 3 million square feet and three developable land parcels for total net sales proceeds of approximately $390.6 million.  The Company has presented these properties as discontinued operations in its statements of operations for all periods presented.


 
88
 

The following table summarizes income from discontinued operations and the related realized gains (losses) and unrealized losses on disposition of rental property and impairments, net, for the year ended December 31, 2013: (dollars in thousands)
     
Total revenues
$
 33,601
Operating and other expenses
  
 (13,454)
Depreciation and amortization
  
 (8,218)
Interest expense
  
 (118)
     
Income from discontinued operations
  
 11,811
     
Loss from early extinguishment of debt
  
 (703)
Impairments (1)
  
 (23,851)
     
Realized gains on disposition of rental property
  
 83,371
Realized gains (losses) and unrealized losses on
    
   disposition of rental property and impairments, net
 59,520
     
Total discontinued operations, net
$
 70,628

(1)      Represents impairment charges recorded on certain properties prior to their sale.  
 

8.    SENIOR UNSECURED NOTES

On January 7, 2016, the Company obtained a new $350 million unsecured term loan, which matures in January 2019 with two one-year extension options. The interest rate for the new term loan is currently 140 basis points over LIBOR, subject to adjustment on a sliding scale based on the Company's unsecured debt ratings, or at the Company's option, a defined leverage ratio. The Company entered into interest rate swap arrangements to fix LIBOR for the duration of the term loan. Including costs, the loan provides for a current all-in fixed rate of 3.12 percent. The proceeds from the loan were used primarily to repay outstanding borrowings on its unsecured revolving credit facility and to repay the Company's $200 million, 5.8 percent senior unsecured notes that matured on January 15, 2016.

A summary of the Company’s senior unsecured notes as of December 31, 2015 and 2014 is as follows:  (dollars in thousands)

                   
     
               December 31,
  
Effective
  
     
2015
    
2014
  
Rate (1)
  
5.800% Senior Unsecured Notes, due January 15, 2016 (2)
  
$
 200,010
  
$
 200,086
  
 5.806
%
2.500% Senior Unsecured Notes, due  December 15, 2017
    
 249,446
    
 249,150
  
 2.803
%
7.750% Senior Unsecured Notes, due August 15, 2019
    
 249,227
    
 249,013
  
 8.017
%
4.500% Senior Unsecured Notes, due April 18, 2022
    
 299,624
    
 299,565
  
 4.612
%
3.150% Senior Unsecured Notes, due May 15, 2023
    
 270,537
    
 269,930
  
 3.517
%
                   
Total senior unsecured notes
  
$
 1,268,844
  
$
 1,267,744
      

(1)
Includes the cost of terminated treasury lock agreements (if any), offering and other transaction costs and the discount/premium on the notes, as applicable.
(2)
On January 15, 2016, the Company repaid these notes at their maturity using proceeds from a new unsecured term loan and borrowings under the Company’s unsecured revolving credit facility.

The terms of the Company’s senior unsecured notes include certain restrictions and covenants which require compliance with financial ratios relating to the maximum amount of debt leverage, the maximum amount of secured indebtedness, the minimum amount of debt service coverage and the maximum amount of unsecured debt as a percent of unsecured assets.   The Company was in compliance with its debt covenants under the indenture relating to its senior unsecured notes as of December 31, 2015.
 

9.    UNSECURED REVOLVING CREDIT FACILITY

On July 16, 2013, the Company amended and restated its unsecured revolving credit facility with a group of 17 lenders.  The $600 million facility is expandable to $1 billion and matures in July 2017.  It has two six-month extension options each requiring the payment of a 7.5 basis point fee.  The interest rate on outstanding borrowings (not electing the Company’s competitive bid feature) and the facility fee on the current borrowing capacity payable quarterly in arrears are based upon the Operating Partnership’s unsecured debt ratings, as follows:
         
Operating Partnership's
  
Interest Rate -
    
Unsecured Debt Ratings:
  
Applicable Basis Points
  
Facility Fee
Higher of S&P or Moody's
  
Above LIBOR
  
Basis Points
No ratings or less than BBB-/Baa3
  
170.0
  
35.0
BBB- or Baa3 (current)
  
130.0
  
30.0
BBB or Baa2
  
110.0
  
20.0
BBB+ or Baa1
  
100.0
  
15.0
A- or A3 or higher
  
92.5
  
12.5
 
 
 
 
89
 

 
The facility has a competitive bid feature, which allows the Company to solicit bids from lenders under the facility to borrow up to $300 million at interest rates less than those above.

The terms of the unsecured facility include certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios of the facility described below, or (ii) the property dispositions are completed while the Company is under an event of default under the facility, unless, under certain circumstances, such disposition is being carried out to cure such default), and which require compliance with financial ratios relating to the maximum leverage ratio (60 percent), the maximum amount of secured indebtedness (40 percent), the minimum amount of fixed charge coverage (1.5 times), the maximum amount of unsecured indebtedness (60 percent), the minimum amount of unencumbered property interest coverage (2.0 times) and certain investment limitations (generally 15 percent of total capitalization).  If an event of default has occurred and is continuing, the Company will not make any excess distributions except to enable the Company to continue to qualify as a REIT under the Code.  The Company was in compliance with its debt covenants under its revolving credit facility as of December 31, 2015.

As of December 31, 2015, the Company had outstanding borrowings of $155 million under its unsecured revolving credit facility and had no outstanding borrowings under the facility as of December 31, 2014.

Through July 15, 2013, the Company had a $600 million unsecured revolving credit facility, which had an interest rate on outstanding borrowings of LIBOR plus 125 basis points and a facility fee of 25 basis points.
 

10.   MORTGAGES, LOANS PAYABLE AND OTHER OBLIGATIONS

The Company has mortgages, loans payable and other obligations which primarily consist of various loans collateralized by certain of the Company’s rental properties, land and development projects.  As of December 31, 2015, 23 of the Company’s properties, with a total carrying value of approximately $739 million, and four of the Company’s land and development projects, with a total carrying value of approximately $215 million, are encumbered by the Company’s mortgages and loans payable.  Payments on mortgages, loans payable and other obligations are generally due in monthly installments of principal and interest, or interest only.  Except as noted below, the Company was in compliance with its debt covenants under its mortgages and loans payable as of December 31, 2015.


 
90
 

A summary of the Company’s mortgages, loans payable and other obligations as of December 31, 2015 and 2014 is as follows: (dollars in thousands)
                           
     
Effective
      
                   December 31,
      
Property/Project Name
Lender
  
Rate (a)
      
2015
    
2014
  
Maturity
  
Overlook - Site IIID,IIIC, IIIA &
                          
Overlook - Site IIB (b)
Wells Fargo Bank N.A.
  
-
      
 -
  
$
 23,047 
  
-
  
10 Independence, 4 Sylvan, 210 Clay &
                          
5 Becker (c)
Wells Fargo CMBS
  
-
      
 -
    
 58,696 
  
-
  
6 Becker, 85 Livingston,
                          
75 Livingston & 20 Waterview
Wells Fargo CMBS
  
 10.260 
%
  
$
 63,279 
    
 65,035 
  
08/11/14
(d)
9200 Edmonston Road
Principal Commercial Funding L.L.C.
  
 9.780 
%
    
 3,793 
    
 3,951 
  
05/01/15
(e)
Port Imperial South
Wells Fargo Bank N.A.
LIBOR+1.75
%
    
 34,962 
    
 44,119 
  
01/17/16
(f)
4 Becker
Wells Fargo CMBS
  
 9.550 
%
    
 40,083 
    
 39,421 
  
05/11/16
  
Curtis Center (g)
CCRE & PREFG
LIBOR+5.912
%
(h)
  
 64,000 
    
 64,000 
  
10/09/16
  
Various (i)
Prudential Insurance
  
 6.332 
%
    
 143,513 
    
 145,557 
  
01/15/17
  
150 Main St.
Webster Bank
LIBOR+2.35
%
    
 10,937 
    
 1,193 
(j)
03/30/17
  
23 Main Street
JPMorgan CMBS
  
 5.587 
%
    
 28,541 
    
 29,210 
  
09/01/18
  
Harborside Plaza 5
The Northwestern Mutual Life
  
 6.842 
%
    
 217,736 
    
 221,563 
  
11/01/18
  
 
Insurance Co. & New York Life
                        
 
Insurance Co.
                        
100 Walnut Avenue
Guardian Life Insurance Co.
  
 7.311 
%
    
 18,273 
    
 18,542 
  
02/01/19
  
One River Center (k)
Guardian Life Insurance Co.
  
 7.311 
%
    
 41,859 
    
 42,476 
  
02/01/19
  
Park Square
Wells Fargo Bank N.A.
LIBOR+1.872
%
(l)
  
 27,500 
    
 27,500 
  
04/10/19
  
Port Imperial South 4/5 Retail
American General Life & A/G PC
  
4.559
%
    
 4,000 
    
 4,000 
  
12/01/21
  
Port Imperial South 4/5 Garage
American General Life & A/G PC
  
4.853
%
    
 32,600 
    
 32,600 
  
12/01/29
  
                           
Total mortgages, loans payable and other obligations
        
$
 731,076 
  
$
 820,910 
      


   
(a)
Reflects effective rate of debt, including deferred financing costs, comprised of the cost of terminated treasury lock agreements (if any), debt initiation costs, mark-to-market adjustment of acquired debt and other transaction costs, as applicable.
(b)
On March 27, 2015, the Company repaid these loans, which had interest rates ranging from LIBOR plus 2.50 to 3.50 percent, at par, using borrowings on the Company's unsecured revolving credit facility.
(c)
During the year ended December 31, 2015, the Company transferred the deeds for these properties to the lender in satisfaction of its obligations on the loans with interest rates ranging from 10.260% to 19.450%.  See Note 3: Recent Transactions - Dispositions.
(d)
Mortgage is cross collateralized by the four properties.  The loan was not repaid at maturity and the Company is in discussions with the lender regarding potential options in satisfaction of the obligation.
(e)
Excess cash flow, as defined, is being held by the lender for re-leasing costs.  The deed for the property was placed in escrow and is available to the lender in the event of default or non-payment at maturity.  The mortgage loan was not repaid at maturity on May 1, 2015.  The Company is in discussions with the lender regarding a further extension of the loan.
(f)
The loan was repaid in full at maturity, using borrowings from the Company's revolving credit facility.
(g)
The Company owns a 50 percent tenants-in-common interest in the Curtis Center property.  The Company’s $64.0 million loan consists of its 50 percent interest in a $102 million senior loan with a current rate of 3.491 percent at December 31, 2015 and its 50 percent interest in a $26 million mezzanine loan (with a maximum borrowing capacity of $48 million) with a current rate of 9.831 percent at December 31, 2015.  The senior loan rate is based on a floating rate of one-month LIBOR plus 329 basis points and the mezzanine loan rate is based on a floating rate of one-month LIBOR plus 950 basis points.  The Company has entered into LIBOR caps for the periods of the loans.  The loans provide for three one-year extension options.
(h)
The effective interest rate includes amortization of deferred financing costs of 1.362 percent.
(i)
Mortgage is cross collateralized by seven properties. The Company has agreed, subject to certain conditions, to guarantee repayment of $61.1 million of the loan. 
(j)
This construction loan has a maximum borrowing capacity of $28.8 million. 
(k)
Mortgage is collateralized by the three properties comprising One River Center. 
(l)
The effective interest rate includes amortization of deferred financing costs of 0.122 percent.



 
91
 

SCHEDULED PRINCIPAL PAYMENTS
Scheduled principal payments for the Company’s senior unsecured notes (see Note 8), unsecured revolving credit facility (see Note 9) and mortgages, loans payable and other obligations as of December 31, 2015 are as follows: (dollars in thousands)



                 
   
Scheduled
    
Principal
      
Period
  
Amortization
    
Maturities
    
Total
2016
$
 8,125
  
$
 406,465
  
$
 414,590
2017
  
 7,275
    
 557,088
    
 564,363
2018
  
 7,311
    
 231,536
    
 238,847
2019
  
 723
    
 331,567
    
 332,290
2020
  
 569
    
 -
    
 569
Thereafter
  
 5,759
    
 605,206
    
 610,965
Sub-total
  
 29,762
    
 2,131,862
    
 2,161,624
Adjustment for unamortized debt
                
  discount/premium, net, as of
                
 December 31, 2015
  
 (6,704)
    
 -
    
 (6,704)
                 
Totals/Weighted Average
$
 23,058
  
$
 2,131,862
  
$
 2,154,920

CASH PAID FOR INTEREST AND INTEREST CAPITALIZED
Cash paid for interest for the years ended December 31, 2015, 2014 and 2013 was $115,123,000, $119,664,000 and $123,213,000, respectively.  Interest capitalized by the Company for the years ended December 31, 2015, 2014 and 2013 was $16,217,000, $15,470,000, and $12,885,000, respectively (of which these amounts included $5,325,000, $4,646,000 and $1,326,000 for the years ended December 31, 2015, 2014 and 2013, respectively, for interest capitalized on the Company’s investments in unconsolidated joint ventures which were substantially in development).

SUMMARY OF INDEBTEDNESS
As of December 31, 2015, the Company’s total indebtedness of $2,154,920,000 (weighted average interest rate of 5.22 percent) was comprised of $292,399,000 of revolving credit facility borrowings and other variable rate mortgage debt (weighted average rate of 2.81 percent) and fixed rate debt and other obligations of $1,862,521,000 (weighted average rate of 5.60 percent).

As of December 31, 2014, the Company’s total indebtedness of $2,088,654,000 (weighted average interest rate of 5.64 percent) was comprised of $159,860,000 of variable rate mortgage debt (weighted average rate of 3.83 percent) and fixed rate debt and other obligations of $1,928,794,000 (weighted average rate of 5.79 percent).
 

11.  EMPLOYEE BENEFIT 401(k) PLANS AND DEFERRED RETIREMENT COMPENSATION AGREEMENTS

Employees of the Company, who meet certain minimum age and service requirements, are eligible to participate in the Mack-Cali Realty Corporation 401(k) Savings/Retirement Plan (the “401(k) Plan”).  Eligible employees may elect to defer from one percent up to 60 percent of their annual compensation on a pre-tax basis to the 401(k) Plan, subject to certain limitations imposed by federal law.  The amounts contributed by employees are immediately vested and non-forfeitable.  The Company may make discretionary matching or profit sharing contributions to the 401(k) Plan on behalf of eligible participants in any plan year.  Participants are always 100 percent vested in their pre-tax contributions and will begin vesting in any matching or profit sharing contributions made on their behalf after two years of service with the Company at a rate of 20 percent per year, becoming 100 percent vested after a total of six years of service with the Company.  All contributions are allocated as a percentage of compensation of the eligible participants for the Plan year.  The assets of the 401(k) Plan are held in trust and a separate account is established for each participant.  A participant may receive a distribution of his or her vested account balance in the 401(k) Plan in a single sum or in installment payments upon his or her termination of service with the Company.  Total expense recognized by the Company for the 401(k) Plan for the years ended December 31, 2015, 2014 and 2013 was $970,000, zero and $117,000, respectively.

On September 12, 2012, the Board of Directors of the Company approved multi-year deferred retirement compensation agreements for those executive officers in place on such date (the “Deferred Retirement Compensation Agreements”).  Pursuant to the Deferred Retirement Compensation Agreements, the Company was to make annual contributions of stock units (“Stock Units”) representing shares of the Company’s common stock on January 1 of each year from 2013 through 2017 into a deferred compensation account maintained on behalf of each participating executive.  Vesting of each annual contribution of Stock Units was to occur on December 31 of each year, subject to continued employment.  In connection with the separation from service to the Company of certain executive officers effective March 31, 2014, the Company agreed to make cash payments totaling $1.2 million for all vested and unvested Stock Units and future cash contributions pursuant to the Deferred Retirement Compensation Agreements.  In connection with the separation from service to the Company of its former president and chief executive officer effective June 30, 2015, the Company agreed to make cash payments of $2.3 million on the separation date for all vested and unvested Stock Units and future cash contributions pursuant to his Deferred Retirement Compensation Agreement.  Total expense recognized by the Company under the Deferred Retirement Compensation Agreements for the years ended December 31, 2015, 2014 and 2013 was zero, $2,957,000 and $595,000, respectively.
 
 
 
92
 
 

12.  DISCLOSURE OF FAIR VALUE OF ASSETS AND LIABILITIES

The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies.  However, considerable judgment is necessary to interpret market data and develop estimated fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the assets and liabilities at December 31, 2015 and 2014.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash equivalents, receivables, notes receivables, accounts payable, and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of December 31, 2015 and 2014.

The fair value of the Company’s long-term debt, consisting of senior unsecured notes, an unsecured revolving credit facility and mortgages, loans payable and other obligations aggregated approximately $2,160,034,000 and $2,133,214,000 as compared to the book value of approximately $2,154,920,000 and $2,088,654,000 as of December 31, 2015 and 2014, respectively.  The fair value of the Company’s long-term debt was categorized as a level 3 basis (as provided by ASC 820, Fair Value Measurements and Disclosures).  The fair value was estimated using a discounted cash flow analysis valuation based on the borrowing rates currently available to the Company for loans with similar terms and maturities.  The fair value of the mortgage debt and the unsecured notes was determined by discounting the future contractual interest and principal payments by a market rate.  Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties.  The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments.  As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in level 2 of the fair value hierarchy.

The fair value measurements used in the evaluation of the Company’s rental properties are considered to be Level 3 valuations within the fair value hierarchy, as there are significant unobservable inputs.  Examples of inputs that were utilized in the fair value calculations include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, and third party broker information.  The valuation techniques and significant unobservable inputs used for the Company’s Level 3 fair value measurements at December 31, 2015 were as follows:

                       
     
Fair Value at
  
Primary
            
     
December 31,
  
Valuation
  
Unobservable
  
Location
  
Range of
Description
    
2015
  
Techniques
  
Inputs
  
Type
  
Rates
Properties held and used on which the Company recognized impairment losses
  
$
 404,863,000
  
Discounted cash flows
  
Discount rate
  
Suburban
  
8%  - 15%
                 
Central Business District
  
6% - 9.5%
                       
             
Exit Capitalization rate
  
Suburban
  
7.5% - 9%
                 
Central Business District
  
5%  - 5.75%

Disclosure about fair value of assets and liabilities is based on pertinent information available to management as of December 31, 2015 and 2014.  Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2015 and current estimates of fair value may differ significantly from the amounts presented herein. 
 

13.  COMMITMENTS AND CONTINGENCIES

TAX ABATEMENT AGREEMENTS
Pursuant to agreements with certain municipalities, the Company is required to make payments in lieu of property taxes (“PILOT”) on certain of its properties and has tax abatement agreements on other properties, as follows:
The Harborside Plaza 4-A agreement with the City of Jersey City, as amended, which commenced in 2002, is for a term of 20 years.  The annual PILOT is equal to two percent of Total Project Costs, as defined.  Total Project Costs are $49.5 million.  The PILOT totaled $990,000 for each of the years ended December 31, 2015, 2014 and 2013.
 
 
 
93
 

 
The Harborside Plaza 5 agreement, also with the City of Jersey City, as amended, which commenced in 2002, is for a term of 20 years.  The annual PILOT is equal to two percent of Total Project Costs, as defined.  Total Project Costs are $170.9 million.  The PILOT totaled $3.4 million for each of the years ended December 31, 2015, 2014 and 2013.

The agreement with the City of Weehawken for its Port Imperial 4/5 garage development project has a term of five years beginning when the project is substantially complete, which occurred in the third quarter 2013.  The agreement provides that real estate taxes be paid initially on the land value of the project only and allows for a phase in of real estate taxes on the value of the improvements over a five year period.

The agreement with the City of Rahway for its Park Square multi-family rental property provided that real estate taxes would be partially abated, on a declining scale, for four years through 2015.

At the conclusion of the above-referenced agreements, it is expected that the properties will be assessed by the municipality and be subject to real estate taxes at the then prevailing rates.

LITIGATION
The Company is a defendant in litigation arising in the normal course of its business activities.  Management does not believe that the ultimate resolution of these matters will have a materially adverse effect upon the Company’s financial condition taken as whole.

GROUND LEASE AGREEMENTS
Future minimum rental payments under the terms of all non-cancelable ground leases under which the Company is the lessee, as of December 31, 2015, are as follows: (dollars in thousands)
     
Year
  
Amount
2016
$
 387
2017
  
 267
2018
  
 232
2019
  
 235
2020
  
 235
2021 through 2084
  
 15,348
     
Total
$
 16,704

Ground lease expense incurred by the Company during each of the years ended December 31, 2015, 2014 and 2013 amounted to $406,000.

ROSELAND CONTINGENT CONSIDERATION
The purchase price for the Roseland transaction in 2012 included the fair value of contingent consideration pursuant to an earn-out (“Earn Out”) agreement of approximately $10 million.  Since the acquisition, the Company recognized charges and benefits related to changes in fair value in the Earn Out liability and, as a result of the achievement of certain of the defined criteria, paid certain amounts such that there was no remaining amount in the Earn Out as of December 31, 2015.   Related to changes in the fair value of the Earn Out liability, the Company recognized a net charge of $219,000 during the year ended December 31, 2015, and recognized benefits of $1.5 million and $2.3 million during the years ended December 31, 2014 and 2013, respectively.  The Earn Out liability was remeasured at fair value until the contingency was resolved, with any changes in fair value representing a charge or benefit directly to earnings (with no adjustment to purchase accounting).  The measures of the Earn Out were based on significant inputs that are not observable in the market, which ASC 820 refers to as level 3 inputs.  In addition to an appropriate discount rate, the key assumption affecting the valuation for the Roseland assets component was the probability of occurrence of the payment events under the relevant provisions (management assumed between 92 and 99 percent for completion/start criteria and 50 percent for the tax credit/grant criteria in its initial valuation).  The valuation of the TRS component included assumptions for the risk-free rate and various other factors (i.e., stock price, dividend levels and volatility) for the Company and the relevant peer group, as defined in the Earn Out agreement.

DEPARTURE OF EXECUTIVE OFFICERS
The Company’s total estimated costs for the departure of the Company’s former president and chief executive officer and of the departure of certain of the Company’s executive officers of approximately $23.8 million during the year ended December 31, 2014 was included in general and administrative expense (approximately $11.7 million and $11.6 million was included in accounts payable, accrued expenses and other liabilities as of December 31, 2015 and 2014, respectively).  On January 4, 2016, the Company satisfied $11.4 million of the accrued expense balance from December 31, 2015.
 
 
 
94
 
 

 
CONSTRUCTION PROJECTS
The Company owns a 76.25 percent interest in a consolidated joint venture which is constructing a 108-unit multi-family development rental property located in Eastchester, New York (the “Eastchester Project”).  The project is expected to be ready for occupancy by the second quarter of 2016.  The Eastchester Project is estimated to cost a total of $50 million (of which development costs of $29.6 million have been incurred through December 31, 2015).  The venture has a $28.8 million construction loan (with $10.9 million outstanding as of December 31, 2015).  The Company expects to fund costs of approximately $20.9 million for the development of the project (of which, as of December 31, 2015, the Company has incurred $14.7 million of the development costs and estimates it will need to fund an additional $6.2 million for the completion of the project).

On April 1, 2015, the Company acquired vacant land to accommodate a two-phase development of the CitySquare Project for a purchase price of $3.1 million with an additional $1.25 million to be paid (which is accrued as of December 31, 2015), subject to certain conditions, in accordance with the terms of the purchase and sale agreement.  The purchase price for the acquisition was funded primarily through borrowing under the Company’s unsecured revolving credit facility.  The first phase with 237 units started construction in the third quarter 2015 with anticipated initial deliveries in the second quarter 2017.  The second phase, with 128 units, is projected to begin construction in 2017.  On December 10, 2015, the Company obtained a construction loan with a maximum borrowing amount of $41.5 million (with no outstanding balance as of December 31, 2015).  Total development costs are estimated to be approximately $92.5 million (of which $9.1 million was incurred by the Company through December 31, 2015 and estimates it will need to fund an additional $41.9 million for the completion of the project).

On October 6, 2015, the Company entered into a joint venture partnership with XS Port Imperial Hotel, LLC (“XS”) to form XS Hotel Urban Renewal Associates LLC (“XS Hotel URA”) for the development and ownership of a ­­­364-key dual branded hotel property located in Weehawken, New Jersey (“Port Imperial Hotel”).  Concurrently, the Company and XS entered into a separate joint venture partnership to form XS Hotel Associates, L.L.C. (“XS Hotel”) for the management and operations of the completed hotel development.  The Company holds a 90 percent interest and XS holds the remaining 10 percent interest in the consolidated joint ventures, XS Hotel URA and XS Hotel, with the Company having full and complete authority, power, and discretion to manage and control the ventures’ business, affairs, and property.  The construction of the Port Imperial Hotel is estimated to cost a total of $105.9 million, which will be funded by a $94 million construction loan with the balance to be funded with members’ capital.  Upon closing, Mack-Cali’s initial contribution was $27.3 million, which included a capital credit of $23.7 million for its contributed Hotel Condominium Land unit, and XS Hotel’s initial contribution was $3 million.  As of December 31, 2015, the Company incurred development costs of $1.5 million and estimates it will need to fund an additional $3.3 million for the completion of the project.

The Company owns developable land to accommodate a multi-phase development project of approximately 1,034-unit multi-family rental property located in Malden, Massachusetts.  The initial phase commenced construction of 292 units in the third quarter of 2015 (the “Chase II Project”).  The Chase II Project is estimated to cost a total of $74.9 million (of which the Company has incurred $22.1 million through December 31, 2015) and is expected to be ready for occupancy by second quarter 2017.  On December 16, 2015, the Company obtained a construction loan with a maximum borrowing amount of $48 million (with no outstanding balance as of December 21, 2015).  The Company estimates it will need to fund additional costs of $4.8 million for the completion of the Chase II Project.

OTHER
The Company may not dispose of or distribute certain of its properties, currently comprised of seven properties with an aggregate net carrying value of approximately $57.1 million, which were originally contributed by certain unrelated common unitholders, without the express written consent of such common unitholders, as applicable, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate specific common unitholders for the tax consequences of the recognition of such built-in-gains (collectively, the “Property Lock-Ups”).  The aforementioned restrictions do not apply in the event that the Company sells all of its properties or in connection with a sale transaction which the Company’s Board of Directors determines is reasonably necessary to satisfy a material monetary default on any unsecured debt, judgment or liability of the Company or to cure any material monetary default on any mortgage secured by a property.  The Property Lock-Ups expire in 2016.  Upon the expiration of the Property Lock-Ups, the Company is generally required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the specific common unitholders, which include members of the Mack Group (which includes William L. Mack, Chairman of the Company’s Board of Directors; David S. Mack, director; and Earle I. Mack, a former director), the Robert Martin Group (which includes Robert F. Weinberg, a former director and current member of its Advisory Board), and the Cali Group (which includes John R. Cali, a former director and current member of its Advisory Board).  110 of the Company’s properties, with an aggregate net book value of approximately $1.3 billion, have lapsed restrictions and are subject to these conditions.
  
 
 
 
95
 
 

 
14.  TENANT LEASES

The Properties are leased to tenants under operating leases with various expiration dates through 2035.  Substantially all of the commercial leases provide for annual base rents plus recoveries and escalation charges based upon the tenant’s proportionate share of and/or increases in real estate taxes and certain operating costs, as defined, and the pass-through of charges for electrical usage.

Future minimum rentals to be received under non-cancelable commercial operating leases at December 31, 2015 are as follows (dollars in thousands):

     
     
Year
  
Amount
2016
$
 463,029
2017
  
 423,654
2018
  
 342,756
2019
  
 280,123
2020
  
 239,079
2021 and thereafter
  
 902,403
     
Total
$
 2,651,044
 
Multi-family rental property residential leases are excluded from the above table as they generally expire within one year.
 

15.  MACK-CALI REALTY CORPORATION STOCKHOLDERS’ EQUITY

To maintain its qualification as a REIT, not more than 50 percent in value of the outstanding shares of the Company may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any taxable year of the Company, other than its initial taxable year (defined to include certain entities), applying certain constructive ownership rules.  To help ensure that the Company will not fail this test, the Company’s Charter provides, among other things, certain restrictions on the transfer of common stock to prevent further concentration of stock ownership.  Moreover, to evidence compliance with these requirements, the Company must maintain records that disclose the actual ownership of its outstanding common stock and demands written statements each year from the holders of record of designated percentages of its common stock requesting the disclosure of the beneficial owners of such common stock.

SHARE REPURCHASE PROGRAM
In September 2012, the Board of Directors renewed and authorized an increase to the Company’s repurchase program (“Repurchase Program”).  The Company has authorization to repurchase up to $150 million of its outstanding common stock under the renewed Repurchase Program, which it may repurchase from time to time in open market transactions at prevailing prices or through privately negotiated transactions.  The Company has purchased and retired 394,625 shares of its outstanding common stock for an aggregate cost of approximately $11 million (all of which occurred in the year ended December 31, 2012), with a remaining authorization under the Repurchase Program of $139 million.
 
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Company has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.5 million shares of the Company’s common stock have been reserved for future issuance.  The DRIP provides for automatic reinvestment of all or a portion of a participant’s dividends from the Company’s shares of common stock.  The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the Company waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the Company’s effective registration statement on Form S-3 filed with the SEC for the approximately 5.5 million shares of the Company’s common stock reserved for issuance under the DRIP.

STOCK OPTION PLANS
In May 2013, the Company established the 2013 Incentive Stock Plan (the “2013 Plan”) under which a total of 4,600,000 shares have been reserved for issuance.  In May 2004, the Company established the 2004 Incentive Stock Plan (the “2004 Plan”) under which a total of 2,500,000 shares had been reserved for issuance.  The 2004 Plan was terminated upon establishment of the 2013 Plan.  No options were granted under the 2004 Plan.  In September 2000, the Company established the 2000 Employee Stock Option Plan (“2000 Employee Plan”) and the Amended and Restated 2000 Director Stock Option Plan (“2000 Director Plan” and together with the 2000 Employee Plan, the “2000 Plans”).  In May 2002, shareholders of the Company approved amendments to both of the 2000 Plans to increase the total shares reserved for issuance under both of the 2000 Plans from 2,700,000 to 4,350,000 shares of the Company’s common stock (from 2,500,000 to 4,000,000 shares under the 2000 Employee Plan and from 200,000 to 350,000 shares under the 2000 Director Plan).  As the 2000 Plans expired in 2010, stock options may no longer be issued under those plans.  Stock options granted under the 2000 Employee Plan became exercisable over a five-year period.  All stock options granted under the 2000 Director Plan became exercisable in one year.  All options were granted at the fair market value at the dates of grant and have terms of 10 years.  As of December 31, 2015 and 2014, the stock options outstanding had a weighted average remaining contractual life of approximately 9.4 years and 4.9 years, respectively.
 
 
 
96
 

 
On June 5, 2015, in connection with the Executive Employment Agreements, the Company granted options to purchase a total of 800,000 shares of the Company’s common stock, exercisable for a period of ten years with an exercise price equal to the closing price of the Company’s common stock on the grant date of $17.31 per share, with 400,000 of such options vesting in three equal annual installments commencing on the first anniversary of the grant date (“Time Vesting Options”), and 400,000 of such options vesting if the Company’s common stock trades at or above $25.00 per share for 30 consecutive trading days while the executive is employed (“Price Vesting Options”), or on or before June 30, 2019, subject to certain conditions.   

Information regarding the Company’s stock option plans is summarized below:
               
               
       
Weighted
    
Aggregate
       
Average
    
Intrinsic
 
Shares
    
Exercise
    
Value
 
Under Options
    
Price
    
$(000’s)
Outstanding at January 1, 2013
 183,870
  
$
 29.51
    
 -
Lapsed or Cancelled
 (168,870)
    
 28.53
      
Outstanding at December 31, 2013  ($35.59 – $45.47)
 15,000
  
$
 40.54
    
 -
Granted
 5,000
    
 21.25
      
Lapsed or Cancelled
 (10,000)
    
 38.07
      
Outstanding at December 31, 2014 ($21.25 - $45.47)
 10,000
  
$
 33.36
    
 -
Granted
 800,000
    
 17.31
      
Lapsed or Cancelled
 (5,000)
    
 45.47
      
Outstanding at December 31, 2015 ($17.31 – $21.25)
 805,000
  
$
 17.33
  
$
 4,843
Options exercisable at December 31, 2015
 -
            
Available for grant at December 31, 2015
 3,416,581
            


 
97
 

The weighted average fair value of options granted during the year ended December 31, 2015 and 2014 was $3.06 and $1.71 per option, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes model for Time Vesting Options granted during the year ended December 31, 2015 and for options granted during the year ended December 31, 2014 and the Monte Carlo method for Price Vesting Options granted during the year ended December 31, 2015.  The following weighted average assumptions are included in the Company’s fair value calculations of stock options granted during the year ended December 31, 2015 and 2014:

             
 
    2015
  
2014
  
 
Time Vesting
  
Price Vesting
  
Stock
  
 
Options
  
Options
  
Options
  
Expected life (in years)
6.0
  
5.8
  
6.0
  
Risk-free interest rate
2.04
%
1.96
%
1.50
%
Volatility
29.0
%
29.0
%
20.26
%
Dividend yield
3.5
%
3.5
%
5.65
%

There were no stock options exercised under all stock option plans for the years ended December 31, 2015, 2014 and 2013.  The Company has a policy of issuing new shares to satisfy stock option exercises.

The Company recognized stock options expense of $432,000, $4,000 and zero for the years ended December 31, 2015, 2014 and 2013, respectively.

RESTRICTED STOCK AWARDS
The Company has issued stock awards (“Restricted Stock Awards”) to officers, certain other employees, and non-employee members of the Board of Directors of the Company, which allow the holders to each receive a certain amount of shares of the Company’s common stock generally over a one to seven-year vesting period, of which 98,669 unvested shares were legally outstanding at December 31, 2015.  Of the Restricted Stock Awards issued to executive officers and certain other employees, 210,000 were contingent upon the Company meeting certain performance goals to be set by the Committee each year (“Performance Shares”), with the remaining based on time and service.

On September 12, 2012, the Company granted Restricted Stock Awards totaling 319,667 shares for those executive officers in place on such date.  The Restricted Stock Awards were to vest commencing January 1, 2014 and with the number of Restricted Stock Awards scheduled to be vested and earned on each vesting date on an annual basis over a five to seven year vesting schedule, with each annual vesting of each tranche of Restricted Stock Awards being subject to the attainment of annual performance targets to be set by the Committee for each year.  In connection with the departure of two executive officers effective March 31, 2014, the Company agreed to grant and accelerate vesting of 109,667 shares of Restricted Stock Awards on April 1, 2014.  In connection with the departure of the Company’s former president and chief executive officer effective June 30, 2015, the Company agreed to vest 84,000 Performance Shares and to grant and accelerate the vesting of 126,000 Performance Shares on the Separation Date.

On June 5, 2015, in connection with the Executive Employment Agreements, the Company granted a total of 37,550.54 Restricted Stock Awards, which were valued in accordance with ASC 718 – Stock Compensation, at their fair value.  These awards are scheduled to vest equally over a three-year period on each annual anniversary date of the grant date.

All currently outstanding and unvested Restricted Stock Awards provided to the officers, certain other employees, and members of the Board of Directors of the Company were issued under the 2013 Plan.


 
98
 

Information regarding the Restricted Stock Awards grant activity is summarized below:
         
       
Weighted-Average
       
Grant – Date
 
Shares
    
Fair Value
Outstanding at January 1, 2013
 134,328
  
$
 31.65
Granted (a) (b)
 168,841
    
 23.99
Vested
 (149,463)
    
 29.63
Forfeited
 (146)
    
 26.36
Outstanding at December 31, 2013
 153,560
  
$
 25.20
Granted (c) (d) (e)
 376,719
    
 20.04
Vested
 (183,214)
    
 22.37
Forfeited
 (119)
    
 26.36
Outstanding at December 31, 2014
 346,946
  
$
 21.09
Granted (f)
 41,337
    
 17.51
Vested
 (250,132)
    
 21.44
Forfeited
 (1,931)
    
 20.31
Outstanding at December 31, 2015
 136,220
  
$
 19.36

(a)
Included in the 168,841 Restricted Stock Awards granted in 2013 were 106,933 awards granted to the Company’s then four executive officers, Mitchell E. Hersh, Barry Lefkowitz, Roger W. Thomas and Anthony Krug.
(b)
Includes 63,933 Performance Shares which were legally granted in 2013 for which the 2013 performance goals were not met, which may be earned if subsequent years’ performance goals are met.
(c)
Included in the 376,719 Restricted Stock Awards granted in 2014 were 8,211 awards granted to the Company’s two executive officers, Anthony Krug and Gary Wagner.
(d)
Includes 42,000 Performance Shares which were legally granted in 2013 for which the 2014 performance goals were set by the Committee on March 31, 2014.  Also includes 87,734 shares which were additionally considered granted for accounting purposes to two executive officers in connection with their departure effective March 31, 2014, which vested on April 1, 2014.
(e)
Includes 126,000 Performance Shares which were legally granted in 2013 for which future performance goals had not yet been set by the Committee.  These awards were not considered granted for accounting purposes until these goals are set.  These were considered granted in 2014 for accounting purposes in connection with the announcement of the departure of Mitchell E. Hersh in the fourth quarter 2014.
(f)
Included in the 41,337 Restricted Stock Awards granted in 2015 were 37,551 awards granted to the Company’s two executive officers, Mitchell E. Rudin and Michael J. DeMarco.
 
 
As of December 31, 2015, the Company had $2.0 million of total unrecognized compensation cost related to unvested Restricted Stock Awards granted under the Company’s stock compensation plans.  That cost is expected to be recognized over a weighted average period of 1.8 years.

PERFORMANCE SHARE UNITS/TSR-BASED AWARDS
On September 12, 2012, the Board of Directors of the Company approved the recommendations and ratified the determinations of the Committee with respect to new multi-year TSR based awards (the “TSR-Based Awards”) totaling 5,160 performance shares (the “TSR Performance Shares”) for those executive officers in place on such date, each TSR Performance Share evidencing the right to receive $1,000 in the Company’s common stock upon vesting.  In accordance with the amended and restated TSR-Based Awards agreements entered into between the Company and those executive officers in June 2013, the TSR Performance Shares were to vest commencing December 31, 2014, with the number of TSR Performance Shares scheduled to be granted annually over the next four years.  The Company granted 1,032 TSR Performance Shares in the year ended December 31, 2013, which were valued in accordance with ASC 718, Compensation - Stock Compensation, at their fair value, utilizing a Monte-Carlo simulation to estimate the probability of the vesting conditions being satisfied.  In connection with the departure of two executive officers effective March 31, 2014, the Company agreed to vest 357 TSR Performance Shares and to grant and accelerate the vesting of 528 TSR Performance Shares, for which the Company issued 45,062 shares of common stock on April 2, 2014.  In connection with the departure of the Company’s former president and chief executive officer effective June 30, 2015, the Company agreed to vest 675 TSR Performance Shares on the Separation Date, for which it issued 41,811 shares of common stock.

On June 5, 2015, in connection with the Executive Employment Agreements, the Company granted a total of 112,651.64 performance share units (“PSUs”) which will vest from 0 to 150 percent of the number of PSUs granted based on the Company’s total shareholder return relative to a peer group of equity office REITs over a three-year performance period starting from the grant date, each PSU evidencing the right to receive a share of the Company’s common stock upon vesting.  The PSUs are also entitled to the payment of dividend equivalents in respect of vested PSUs in the form of additional PSUs.  The PSUs were valued in accordance with ASC 718, Compensation - Stock Compensation, at their fair value on the grant date, utilizing a Monte-Carlo simulation to estimate the probability of the vesting conditions being satisfied.
The Company has reserved shares of common stock under the 2004 Plan and 2013 Plan for issuance upon vesting of the TSR Performance Shares and PSUs in accordance with the terms and conditions of the TSR-Based Awards and PSUs.
 
 
 
99
 
 

 
DEFERRED STOCK COMPENSATION PLAN FOR DIRECTORS
The Amended and Restated Deferred Compensation Plan for Directors, which commenced January 1, 1999, allows non-employee directors of the Company to elect to defer up to 100 percent of their annual retainer fee into deferred stock units.  The deferred stock units are convertible into an equal number of shares of common stock upon the directors’ termination of service from the Board of Directors or a change in control of the Company, as defined in the plan.  Deferred stock units are credited to each director quarterly using the closing price of the Company’s common stock on the applicable dividend record date for the respective quarter.  Each participating director’s account is also credited for an equivalent amount of deferred stock units based on the dividend rate for each quarter.

During the years ended December 31, 2015, 2014 and 2013, 19,702, 20,261 and 22,392 deferred stock units were earned, respectively.  As of December 31, 2015 and 2014, there were 178,039 and 157,730 deferred stock units outstanding, respectively.

EARNINGS PER SHARE
Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

The following information presents the Company’s results for the years ended December 31, 2015, 2014 and 2013 in accordance with ASC 260, Earnings Per Share: (dollars in thousands, except per share amounts)
 
               
   
                Year Ended December 31,
Computation of Basic EPS
  
2015
    
2014
  
2013
Income (loss) from continuing operations
$
 (142,052)
  
$
 31,391 
$
 (89,686)
Add: Noncontrolling interest in consolidated joint ventures
  
 1,044
    
 778 
  
 2,199 
Add:  Noncontrolling interest in Operating Partnership
  
 15,256
    
 (3,602)
  
 10,459 
Income (loss) from continuing operations available to common shareholders
  
 (125,752)
    
 28,567 
  
 (77,028)
Income from discontinued operations available to common shareholders
  
 -
    
 -
  
 62,119 
Net income (loss) available to common shareholders
$
 (125,752)
  
$
 28,567 
$
 (14,909)
               
Weighted average common shares
  
 89,291
    
 88,727 
  
 87,762 
               
Basic EPS:
              
Income (loss) from continuing operations available to common shareholders
$
 (1.41)
  
$
 0.32 
$
 (0.88)
Income from discontinued operations available to common shareholders
  
 -
    
 -
  
 0.71 
Net income (loss) available to common shareholders
$
 (1.41)
  
$
 0.32 
$
 (0.17)




               
   
                   Year Ended December 31,
Computation of Diluted EPS
  
2015
    
2014
  
2013
Income (loss) from continuing operations available to common shareholders
$
 (125,752)
  
$
 28,567 
$
 (77,028)
Add (deduct): Noncontrolling interest in Operating Partnership
  
 (15,256)
    
 3,602 
  
 (10,459)
Income (loss) from continuing operations for diluted earnings per share
  
 (141,008)
    
 32,169 
  
 (87,487)
Income from discontinued operations for diluted earnings per share
  
 -
    
 -
  
 70,628 
Net income (loss) for diluted earnings per share
$
 (141,008)
  
$
 32,169 
$
 (16,859)
               
Weighted average common shares
  
 100,222
    
 100,041 
  
 99,785 
               
Diluted EPS:
              
Income (loss) from continuing operations available to common shareholders
$
 (1.41)
  
$
 0.32 
$
 (0.88)
Income from discontinued operations available to common shareholders
  
 -
    
 -
  
 0.71 
Net income (loss) available to common shareholders
$
 (1.41)
  
$
 0.32 
$
 (0.17)


 
100
 

The following schedule reconciles the shares used in the basic EPS calculation to the shares used in the diluted EPS calculation:
(in thousands)
       
 
                      Year Ended December 31,
 
2015
2014
2013
Basic EPS shares
 89,291
 88,727
 87,762
Add:   Operating Partnership – common units
 10,931
 11,272
 12,023
          Restricted Stock Awards
 -
 42
 -
Diluted EPS Shares
 100,222
 100,041
 99,785

Contingently issuable shares under the PSU awards and Price Vesting Options were excluded from the denominator in 2015 because the criteria had not been met for the period.  Contingently issuable shares under the TSR Performance Shares were excluded from the denominator in 2013 because the criteria had not been met for the period.  Not included in the computations of diluted EPS were 405,000, 10,000 and 15,000 stock options as such securities were anti-dilutive during the years ended December 31, 2015, 2014 and 2013, respectively.  Unvested restricted stock outstanding as of December 31, 2015, 2014 and 2013 were 98,669, 136,946 and 409,294 shares, respectively.

Dividends declared per common share for the years ended December 31, 2015, 2014 and 2013 was $0.60, $0.75 and $1.35 per share, respectively.
 

16.   NONCONTROLLING INTERESTS IN SUBSIDIARIES

Noncontrolling interests in subsidiaries in the accompanying consolidated financial statements relate to (i) common units in the Operating Partnership, held by parties other than the Company, and (ii) interests in consolidated joint ventures for the portion of such ventures not owned by the Company.

OPERATING PARTNERSHIP

Common Units
Certain individuals and entities own common units in the Operating Partnership.  A common unit and a share of Common Stock of the Company have substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the Operating Partnership.  Common unitholders have the right to redeem their common units, subject to certain restrictions.  The redemption is required to be satisfied in shares of Common Stock, cash, or a combination thereof, calculated as follows:  one share of the Company’s Common Stock, or cash equal to the fair market value of a share of the Company’s Common Stock at the time of redemption, for each common unit.  The Company, in its sole discretion, determines the form of redemption of common units (i.e., whether a common unitholder receives Common Stock, cash, or any combination thereof).  If the Company elects to satisfy the redemption with shares of Common Stock as opposed to cash, it is obligated to issue shares of its Common Stock to the redeeming unitholder.  Regardless of the rights described above, the common unitholders may not put their units for cash to the Company or the Operating Partnership under any circumstances.  When a unitholder redeems a common unit, noncontrolling interest in the Operating Partnership is reduced and Mack-Cali Realty Corporation Stockholders’ equity is increased.

Unit Transactions
The following table sets forth the changes in noncontrolling interests in subsidiaries which relate to the common units in the Operating Partnership for the years ended December 31, 2015, 2014 and 2013:

   
 
Common
 
Units
Balance at January 1, 2013
 12,141,836
  Redemption of common units for shares of common stock
 (277,061)
Balance at December 31, 2013
11,864,775
Redemption of common units for shares of common stock
 (780,899)
Balance at December 31, 2014
11,083,876
Redemption of common units for shares of common stock
 (567,032)
   
Balance at December 31, 2015
 10,516,844

Pursuant to ASC 810, Consolidation, on the accounting and reporting for noncontrolling interests and changes in ownership interests of a subsidiary, changes in a parent’s ownership interest (and transactions with noncontrolling interest unitholders in the subsidiary) while the parent retains its controlling interest in its subsidiary should be accounted for as equity transactions.  The carrying value of the noncontrolling interest shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the parent.  Accordingly, as a result of equity transactions which caused changes in ownership percentages between Mack-Cali Realty Corporation stockholders’ equity and noncontrolling interests in the Operating Partnership that occurred during the year ended December 31, 2015, the Company has increased noncontrolling interests in the Operating Partnership and decreased additional paid-in capital in Mack-Cali Realty Corporation stockholders’ equity by approximately $0.4 million as of December 31, 2015.
 
 
 
101
 

 
Noncontrolling Interest Ownership
As of December 31, 2015 and 2014, the noncontrolling interest common unitholders owned 10.5 percent and 11.1 percent of the Operating Partnership, respectively.

CONSOLIDATED JOINT VENTURES
The Company consolidates certain joint ventures in which it has ownership interests.  Various entities and/or individuals hold noncontrolling interests in these ventures.

PARTICIPATION RIGHTS
The Company’s interests in certain real estate projects (three properties and a future development) each provide for the initial distributions of net cash flow solely to the Company, and thereafter, other parties have participation rights in 50 percent of the excess net cash flow remaining after the distribution to the Company of the aggregate amount equal to the sum of: (a) the Company’s capital contributions, plus (b) an IRR of 10 percent per annum.
 

17.   SEGMENT REPORTING

The Company operates in three business segments: (i) commercial and other real estate, (ii) multi-family real estate, and (iii) multi-family services.  The Company provides leasing, property management, acquisition, development, construction and tenant-related services for its commercial and other real estate and multi-family real estate portfolio.  The Company’s multi-family services business also provides similar services for third parties.  The Company no longer considers construction services as a reportable segment as it phased out this line of business in 2014.  The Company had no revenues from foreign countries recorded for the years ended December 31, 2015, 2014 and 2013.  The Company had no long lived assets in foreign locations as of December 31, 2015 and 2014.  The accounting policies of the segments are the same as those described in Note 2: Significant Accounting Policies, excluding depreciation and amortization.

The Company evaluates performance based upon net operating income from the combined properties in each of its real estate segments (commercial and other, and multi-family) and from its multi-family services segment.


 
102
 

Selected results of operations for the years ended December 31, 2015, 2014 and 2013, and selected asset information as of December 31, 2015 and 2014 regarding the Company’s operating segments are as follows.  Amounts for prior periods have been restated to conform to the current period segment reporting presentation: (dollars in thousands)

                               
   
Real Estate
                    
   
Commercial
          
Multi-family
      
Corporate
    
Total
   
& Other
    
Multi-family
    
Services
      
 & Other (d)
    
Company
Total revenues:
                              
2015
$
 538,323
  
$
 27,787
  
$
 33,112
(e)
  
$
 (4,339)
  
$
 594,883
2014
  
 585,491 
    
 24,971 
    
 30,533 
(f)
    
 (4,196)
    
 636,799 
2013
  
 621,352 
    
 12,792 
    
 25,710 
(g)
    
 7,177 
    
 667,031 
                               
Total operating and
                              
   interest expenses (a):
                              
2015
$
 264,967
  
$
 17,642
  
$
 37,090
(h)
  
$
 105,452
  
$
 425,151
2014
  
 295,416 
    
 12,235 
    
 38,377 
(i)
    
 138,733 
    
 484,761 
2013
  
 285,755 
    
 6,482 
    
 32,415 
(j)
    
 135,963 
    
 460,615 
                               
Equity in earnings (loss) of
                              
   unconsolidated joint ventures:
                              
2015
$
 5,104
  
$
 (9,879)
  
$
 1,603
    
$
 -
  
$
 (3,172)
2014
  
 4,236 
    
 (8,790)
    
 2,131 
      
 -
    
 (2,423)
2013
  
 6,280 
    
 (10,615)
    
 2,008 
      
 -
    
 (2,327)
                               
Net operating income (loss) (b):
                              
2015
$
 278,460
  
$
 266
  
$
 (2,375)
    
$
 (109,791)
  
$
 166,560
2014
  
 294,311 
    
 3,946 
    
 (5,713)
      
 (142,929)
    
 149,615 
2013
  
 341,877 
    
 (4,305)
    
 (4,697)
      
 (128,786)
    
 204,089 
                               
Total assets:
                              
2015
$
 3,167,408
  
$
 838,874
  
$
 9,831
    
$
 47,377
  
$
 4,063,490
2014
  
 3,636,126 
    
 492,362 
    
 11,158 
      
 52,601 
    
 4,192,247 
                               
Total long-lived assets (c):
                              
2015
$
 2,886,583
  
$
 577,705
  
$
 3,670
    
$
 (1,531)
  
$
 3,466,427
2014
  
 3,344,840 
    
 318,524 
    
 3,858 
      
 3,482 
    
 3,670,704 
                               
Total investments in
                              
   unconsolidated joint ventures:
                              
2015
$
 76,140
  
$
 225,850
  
$
 1,467
    
$
 -
  
$
 303,457
2014
  
 81,649 
    
 164,912 
    
 907 
      
 -
    
 247,468 
                               

(a)
Total operating and interest expenses represent the sum of: real estate taxes; utilities; operating services; direct construction costs; real estate services expenses; general and administrative and interest expense (net of interest income).  All interest expense, net of interest and other investment income, (including for property-level mortgages) is excluded from segment amounts and classified in Corporate & Other for all periods.
(b)
Net operating income represents total revenues less total operating and interest expenses (as defined in Note “a”), plus equity in earnings (loss) of unconsolidated joint ventures, for the period.
(c)
Long-lived assets are comprised of net investment in rental property, unbilled rents receivable and goodwill.  The Company recorded an impairment charge of $197.9 million on assets included in the commercial and other real estate business segment for the year ended December 31, 2015.  See Note 3: Recent Transactions – Impairments on Properties Held and Used
(d)
Corporate & Other represents all corporate-level items (including interest and other investment income, interest expense, non-property general and administrative expense, construction services revenue and direct construction costs) as well as intercompany eliminations necessary to reconcile to consolidated Company totals.
(e)
Includes $6.6 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
(f)
Includes $2.3 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
(g)
Includes $2.2 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
(h)
Includes $3.9 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.
(i)
Includes $2.9 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.
(j)
Includes $1.3 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.
 
 
 
 
 
 
103
 
 
 
The following schedule reconciles net operating income to net income available to common shareholders: (dollars in thousands)


                 
                 
   
              Year Ended December 31,
   
2015
    
2014
    
2013
Net operating income
$
 166,560
  
$
 149,615
  
$
 204,089
Add (deduct):
                
Depreciation and amortization
  
 (170,402)
    
 (172,490)
    
 (182,766)
Realized gains on disposition of
                
   rental property, net
  
 53,261
    
 54,848
    
 -
Gain on sale of investment in unconsolidated joint venture
  
 6,448
    
 -
    
 -
Loss from early extinguishment of debt
  
 -
    
 (582)
    
 (156)
Impairments
  
 (197,919)
    
 -
    
 (110,853)
Income (loss) from continuing operations
  
 (142,052)
    
 31,391
    
 (89,686)
Discontinued operations
                
Income from discontinued operations
  
 -
    
 -
    
 11,811
Loss from early extinguishment of debt
  
 -
    
 -
    
 (703)
Realized gains (losses) and unrealized losses on
                
   disposition of rental property and impairments, net
  
 -
    
 -
    
 59,520
Total discontinued operations, net
  
 -
    
 -
    
 70,628
Net income (loss)
  
 (142,052)
    
 31,391
    
 (19,058)
Noncontrolling interest in consolidated joint ventures
  
 1,044
    
 778
    
 2,199
Noncontrolling interest in Operating Partnership
  
 15,256
    
 (3,602)
    
 10,459
Noncontrolling interest in discontinued operations
  
 -
    
 -
    
 (8,509)
Net income (loss) available to common shareholders
$
 (125,752)
  
$
 28,567
  
$
 (14,909)
 

18.   RELATED PARTY TRANSACTIONS

William L. Mack, Chairman of the Board of Directors of the Company, David S. Mack, a director of the Company, and Earle I. Mack, a former director of the Company, are the executive officers, directors and stockholders of a corporation that leases approximately 7,034 square feet at one of the Company’s office properties, which is scheduled to expire in May 2018, subject to two, three-year renewal options.  The Company has recognized $204,000, $231,000 and $226,000 in revenue under this lease for the years ended December 31, 2015, 2014 and 2013, respectively, and had no accounts receivable from the corporation as of December 31, 2015 and 2014.

Certain executive officers of the Company’s Roseland subsidiary and/or their family members (“RG”) directly or indirectly hold small noncontrolling interests in a certain consolidated joint venture.  Additionally, the Company earned $2,542,000, $2,401,000 and $2,272,000 from entities in which RG has ownership interests for the years ended December 31, 2015, 2014 and 2013, respectively.
 


 
104
 

19.      CONDENSED QUARTERLY FINANCIAL INFORMATION (unaudited)

The following summarizes the condensed quarterly financial information for the Company: (dollars in thousands)


                       
Quarter Ended 2015
  
December 31
    
September 30
    
June 30
    
March 31
Total revenues
$
146,443
  
$
146,158
  
$
148,567
  
$
153,715
Operating and other expenses
  
60,846
    
56,850
    
60,653
    
68,255
Real estate service salaries
  
6,063
    
6,673
    
6,208
    
6,639
General and administrative
  
12,589
    
13,670
    
11,877
    
11,011
Acquisition-related costs
  
1,449
    
 -
    
111
    
 -
Depreciation and amortization
  
43,136
    
44,099
    
42,365
    
40,802
Impairments (1)
  
 33,743 
    
 164,176 
    
 -
    
 -
Total expenses
  
157,826
    
285,468
    
121,214
    
126,707
Operating Income (loss)
  
(11,383)
    
(139,310)
    
27,353
    
27,008
Interest expense
  
(24,374)
    
(24,689)
    
(26,773)
    
(27,215)
Interest and other investment income
  
231
    
5
    
291
    
267
Equity in earnings (loss) of unconsolidated
                      
joint ventures
  
(449)
    
3,135
    
(2,329)
    
(3,529)
Realized gains (losses) on disposition of rental properties
  
 -
    
 18,718 
    
 34,399 
    
 144 
Gain on sale of investment in unconsolidated joint venture
  
 -
    
 -
    
 6,448 
    
 -
Total other (expense) income
  
(24,592)
    
(2,831)
    
12,036
    
(30,333)
Net income (loss)
  
(35,975)
    
(142,141)
    
39,389
    
(3,325)
Noncontrolling interest in consolidated joint ventures
  
462
    
(281)
    
373
    
490
Noncontrolling interest in Operating Partnership
  
3,795
    
15,530
    
(4,383)
    
314
Net income (loss) available to common shareholders
$
(31,718)
  
$
(126,892)
  
$
35,379
  
$
(2,521)
                       
Basic earnings per common share:
                      
Net income (loss) available to common shareholders
$
(0.35)
  
$
(1.42)
  
$
0.40
  
$
(0.03)
                       
Diluted earnings per common share:
                      
Net income (loss) available to common shareholders
$
(0.35)
  
$
(1.42)
  
$
0.40
  
$
(0.03)
                       
Dividends declared per common share
$
0.15
  
$
0.15
  
$
0.15
  
$
0.15

(1)  
Amounts for the year ended December 31, 2015 relate to impairment charges as further described in Note 3: Recent Transactions – Impairments on Properties Held and Used.

 
105
 




                       
Quarter Ended 2014
  
December 31
    
September 30
    
June 30
    
March 31
Total revenues
$
151,414
  
$
155,489
  
$
160,300
  
$
169,596
Operating and other expenses
  
64,177
    
64,374
    
65,788
    
81,854
Real estate service salaries
  
5,923
    
6,933
    
6,571
    
6,709
General and administrative
  
23,775
    
12,665
    
11,730
    
22,881
Acquisition-related costs
  
175
    
 -
    
1,943
    
 -
Depreciation and amortization
  
40,811
    
41,983
    
44,711
    
44,985
Total expenses
  
134,861
    
125,955
    
130,743
    
156,429
Operating Income
  
16,553
    
29,534
    
29,557
    
13,167
Interest expense
  
(27,420)
    
(27,353)
    
(28,159)
    
(29,946)
Interest and other investment income
  
1,399
    
908
    
922
    
386
Equity in earnings (loss) of unconsolidated
                      
joint ventures
  
(363)
    
(1,268)
    
443
    
(1,235)
Realized gains (losses) on disposition of rental properties
  
 -
    
264
    
54,584
    
 -
Loss from early extinguishment of debt
  
(582)
    
 -
    
 -
    
 -
Total other (expense) income
  
(26,966)
    
(27,449)
    
27,790
    
(30,795)
Net income (loss)
  
(10,413)
    
2,085
    
57,347
    
(17,628)
Noncontrolling interest in consolidated joint ventures
  
21
    
145
    
290
    
322
Noncontrolling interest in Operating Partnership
  
1,152
    
(248)
    
(6,514)
    
2,008
Net income (loss) available to common shareholders
$
(9,240)
  
$
1,982
  
$
51,123
  
$
(15,298)
                       
Basic earnings per common share:
                      
Net income (loss) available to common shareholders
$
(0.10)
  
$
0.02
  
$
0.58
  
$
(0.17)
                       
Diluted earnings per common share:
                      
Net income (loss) available to common shareholders
$
(0.10)
  
$
0.02
  
$
0.58
  
$
(0.17)
         
 
            
Dividends declared per common share
$
0.15
  
$
0.15
  
$
0.15
  
$
0.30
 


 
106
 


 



                       
                       
       
MACK-CALI REALTY CORPORATION
        
   
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
    
       
December 31, 2015
        
       
(dollars in thousands)
        
                     
SCHEDULE III
           
Gross Amount at Which
    
             
Costs
Carried at Close of
    
         
Initial Costs
Capitalized
Period (a)
    
 
Property
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location
Type
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (b)
                       
NEW JERSEY
                      
Bergen County
                      
Fort Lee
                      
One Bridge Plaza
Office
1981
1996
 -
 2,439
 24,462
 7,444
 2,439
 31,906
 34,345
 14,813
2115 Linwood Avenue
Office
1981
1998
 -
 474
 4,419
 7,017
 474
 11,436
 11,910
 4,083
Montvale
                      
135 Chestnut Ridge Road
Office
1981
1997
 -
 2,587
 10,350
 (4,659)
 1,437
 6,841
 8,278
 3,026
Paramus
                      
15 East Midland Avenue
Office
1988
1997
 12,438
 10,375
 41,497
 2,490
 10,374
 43,988
 54,362
 19,632
140 East Ridgewood Avenue
Office
1981
1997
 11,720
 7,932
 31,463
 7,578
 7,932
 39,041
 46,973
 17,789
461 From Road
Office
1988
1997
 -
 13,194
 52,778
 10,587
 13,194
 63,365
 76,559
 24,838
650 From Road
Office
1978
1997
 22,484
 10,487
 41,949
 8,189
 10,487
 50,138
 60,625
 22,344
61 South Paramus Road (c)
Office
1985
1997
 22,005
 9,005
 36,018
 9,162
 9,005
 45,180
 54,185
 20,390
Rochelle Park
                      
120 West Passaic Street
Office
1972
1997
 -
 1,354
 5,415
 431
 1,357
 5,843
 7,200
 2,582
365 West Passaic Street
Office
1976
1997
 11,720
 4,148
 16,592
 5,497
 4,148
 22,089
 26,237
 9,804
395 West Passaic Street
Office
1979
2006
 -
 2,550
 17,131
 1,020
 2,550
 18,151
 20,701
 4,324
Upper Saddle River
                      
1 Lake Street
Office
1994
1997
 40,184
 13,952
 55,812
 (37,797)
 6,268
 25,699
 31,967
 15,132
10 Mountainview Road
Office
1986
1998
 -
 4,240
 20,485
 4,743
 4,240
 25,228
 29,468
 11,358
Woodcliff Lake
                      
400 Chestnut Ridge Road
Office
1982
1997
 -
 4,201
 16,802
 (6,770)
 2,312
 11,921
 14,233
 6,579
50 Tice Boulevard
Office
1984
1994
 22,962
 4,500
 -
 27,862
 4,500
 27,862
 32,362
 19,320
300 Tice Boulevard
Office
1991
1996
 -
 5,424
 29,688
 6,385
 5,424
 36,073
 41,497
 16,438
                       
Burlington County
                      
Burlington
                      
3 Terri Lane
Office/Flex
1991
1998
 -
 652
 3,433
 1,549
 658
 4,976
 5,634
 2,285
5 Terri Lane
Office/Flex
1992
1998
 -
 564
 3,792
 2,272
 569
 6,059
 6,628
 2,856
Moorestown
                      
2 Commerce Drive
Office/Flex
1986
1999
 -
 723
 2,893
 544
 723
 3,437
 4,160
 1,461
101 Commerce Drive
Office/Flex
1988
1998
 -
 422
 3,528
 436
 426
 3,960
 4,386
 1,893
102 Commerce Drive
Office/Flex
1987
1999
 -
 389
 1,554
 482
 389
 2,036
 2,425
 732
201 Commerce Drive
Office/Flex
1986
1998
 -
 254
 1,694
 349
 258
 2,039
 2,297
 922
202 Commerce Drive
Office/Flex
1988
1999
 -
 490
 1,963
 384
 490
 2,347
 2,837
 919
1 Executive Drive
Office/Flex
1989
1998
 -
 226
 1,453
 772
 228
 2,223
 2,451
 979
2 Executive Drive
Office/Flex
1988
2000
 -
 801
 3,206
 980
 801
 4,186
 4,987
 1,530
101 Executive Drive
Office/Flex
1990
1998
 -
 241
 2,262
 701
 244
 2,960
 3,204
 1,328
102 Executive Drive
Office/Flex
1990
1998
 -
 353
 3,607
 420
 357
 4,023
 4,380
 1,812
225 Executive Drive
Office/Flex
1990
1998
 -
 323
 2,477
 457
 326
 2,931
 3,257
 1,280
97 Foster Road
Office/Flex
1982
1998
 -
 208
 1,382
 389
 211
 1,768
 1,979
 885
1507 Lancer Drive
Office/Flex
1995
1998
 -
 119
 1,106
 209
 120
 1,314
 1,434
 612
1245 North Church Street
Office/Flex
1998
2001
 -
 691
 2,810
 110
 691
 2,920
 3,611
 1,078
1247 North Church Street
Office/Flex
1998
2001
 -
 805
 3,269
 175
 805
 3,444
 4,249
 1,287


 
107
 




                       
                       
       
MACK-CALI REALTY CORPORATION
        
   
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
    
       
December 31, 2015
        
       
(dollars in thousands)
        
                     
SCHEDULE III
           
Gross Amount at Which
    
             
Costs
Carried at Close of
    
         
Initial Costs
Capitalized
Period (a)
    
   
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location
  
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (b)
                       
1256 North Church Street
Office/Flex
1984
1998
 -
 354
 3,098
 658
 357
 3,753
 4,110
 1,678
840 North Lenola Road
Office/Flex
1995
1998
 -
 329
 2,366
 499
 333
 2,861
 3,194
 1,286
844 North Lenola Road
Office/Flex
1995
1998
 -
 239
 1,714
 298
 241
 2,010
 2,251
 957
915 North Lenola Road
Office/Flex
1998
2000
 -
 508
 2,034
 215
 508
 2,249
 2,757
 985
2 Twosome Drive
Office/Flex
2000
2001
 -
 701
 2,807
 225
 701
 3,032
 3,733
 1,077
30 Twosome Drive
Office/Flex
1997
1998
 -
 234
 1,954
 510
 236
 2,462
 2,698
 1,251
31 Twosome Drive
Office/Flex
1998
2001
 -
 815
 3,276
 258
 815
 3,534
 4,349
 1,303
40 Twosome Drive
Office/Flex
1996
1998
 -
 297
 2,393
 160
 301
 2,549
 2,850
 1,180
41 Twosome Drive
Office/Flex
1998
2001
 -
 605
 2,459
 214
 605
 2,673
 3,278
 1,016
50 Twosome Drive
Office/Flex
1997
1998
 -
 301
 2,330
 98
 304
 2,425
 2,729
 1,133
                       
Essex County
                      
Millburn
            
 
        
150 J.F. Kennedy Parkway
Office
1980
1997
 -
 12,606
 50,425
 8,203
 12,606
 58,628
 71,234
 25,768
Roseland
                      
4 Becker Farm Road
Office
1983
2009
 40,083
 5,600
 38,285
 (9,089)
 4,271
 30,525
 34,796
 6,756
6 Becker Farm Road
Office
1983
2009
 13,829
 2,600
 15,548
 (7,006)
 1,556
 9,586
 11,142
 2,055
101 Eisenhower Parkway
Office
1980
1994
 -
 228
 -
 21,850
 228
 21,850
 22,078
 14,063
103 Eisenhower Parkway
Office
1985
1994
 -
 -
 -
 16,898
 2,300
 14,598
 16,898
 9,448
105 Eisenhower Parkway
Office
2001
2001
 -
 4,430
 42,898
 5,670
 3,835
 49,163
 52,998
 22,616
75 Livingston Avenue
Office
1985
2009
 10,599
 1,900
 6,312
 (1,630)
 1,281
 5,301
 6,582
 1,206
85 Livingston Avenue
Office
1985
2009
 14,862
 2,500
 14,238
 (8,238)
 1,234
 7,266
 8,500
 1,622
                       
Hudson County
            
 
        
Jersey City
                      
Harborside Plaza 1
Office
1983
1996
 -
 3,923
 51,013
 27,985
 3,923
 78,998
 82,921
 39,183
Harborside Plaza 2
Office
1990
1996
 -
 17,655
 101,546
 25,245
 12,844
 131,602
 144,446
 58,486
Harborside Plaza 3
Office
1990
1996
 -
 17,655
 101,878
 24,911
 12,843
 131,601
 144,444
 58,486
Harborside Plaza 4A
Office
2000
2000
 -
 1,244
 56,144
 14,601
 1,244
 70,745
 71,989
 30,770
Harborside Plaza 5
Office
2002
2002
 217,736
 6,218
 170,682
 56,368
 5,705
 227,563
 233,268
 86,807
101 Hudson Street
Office
1992
2005
 -
 45,530
 271,376
 4,723
 45,530
 276,099
 321,629
 76,102
Weehawken
                      
500 Avenue at Port Imperial
Other
2013
2013
 36,600
 13,099
 56,669
 (21,005)
 13,099
 35,664
 48,763
 2,174
                       
Mercer County
                      
Hamilton Township
            
 
        
3 AAA Drive
Office
1981
2007
 -
 242
 3,218
 1,391
 242
 4,609
 4,851
 1,321
100 Horizon Center Boulevard
Office/Flex
1989
1995
 -
 205
 1,676
 730
 325
 2,286
 2,611
 1,029
200 Horizon Drive
Office/Flex
1991
1995
 -
 205
 3,027
 715
 357
 3,590
 3,947
 1,845
300 Horizon Drive
Office/Flex
1989
1995
 -
 379
 4,355
 1,428
 531
 5,631
 6,162
 2,641
500 Horizon Drive
Office/Flex
1990
1995
 -
 379
 3,395
 901
 496
 4,179
 4,675
 2,152
600 Horizon Drive
Office/Flex
2002
2002
 -
 -
 7,549
 709
 685
 7,573
 8,258
 2,478
                       


 
108
 




                       
                       
       
MACK-CALI REALTY CORPORATION
        
   
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
    
       
December 31, 2015
        
       
(dollars in thousands)
        
                     
SCHEDULE III
           
Gross Amount at Which
    
             
Costs
Carried at Close of
    
         
Initial Costs
Capitalized
Period (a)
    
   
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location
  
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (b)
                       
700 Horizon Drive
Office
2007
2007
 -
 490
 43
 16,663
 865
 16,331
 17,196
 4,028
2 South Gold Drive
Office
1974
2007
 -
 476
 3,487
 846
 476
 4,333
 4,809
 967
Princeton
                      
103 Carnegie Center
Office
1984
1996
 -
 2,566
 7,868
 3,304
 2,566
 11,172
 13,738
 5,460
2 Independence Way
Office
1985
2009
 -
 1,300
 7,246
 (4,079)
 702
 3,765
 4,467
 166
3 Independence Way
Office
1983
1997
 -
 1,997
 11,391
 4,374
 1,997
 15,765
 17,762
 7,732
100 Overlook Center
Office
1988
1997
 -
 2,378
 21,754
 3,666
 2,378
 25,420
 27,798
 11,149
5 Vaughn Drive
Office
1987
1995
 -
 657
 9,800
 2,962
 657
 12,762
 13,419
 6,823
                       
Middlesex County
                      
East Brunswick
                      
377 Summerhill Road
Office
1977
1997
 -
 649
 2,594
 324
 649
 2,918
 3,567
 1,349
Edison
                      
333 Thornall Street
Office
1984
2015
 -
 5,542
 40,762
 -
 5,542
 40,762
 46,304
 247
343 Thornall Street
Office
1991
2006
 -
 6,027
 39,101
 3,349
 6,027
 42,450
 48,477
 12,243
New Brunswick
                      
Richmond Court
Multi-Family
1997
2013
 -
 2,992
 13,534
 1,601
 2,992
 15,135
 18,127
 689
Riverwatch Commons
Multi-Family
1995
2013
 -
 4,169
 18,974
 729
 4,169
 19,703
 23,872
 965
Plainsboro
                      
500 College Road East (c)
Office
1984
1998
 -
 614
 20,626
 4,839
 614
 25,465
 26,079
 11,312
Woodbridge
                      
581 Main Street
Office
1991
1997
 -
 3,237
 12,949
 26,135
 8,115
 34,206
 42,321
 16,730
                       
Monmouth County
                      
Freehold
            
 
        
2 Paragon Way
Office
1989
2005
 -
 999
 4,619
 (864)
 720
 4,034
 4,754
 1,263
3 Paragon Way
Office
1991
2005
 -
 1,423
 6,041
 (979)
 1,020
 5,465
 6,485
 1,809
4 Paragon Way
Office
2002
2005
 -
 1,961
 8,827
 (3,107)
 1,404
 6,277
 7,681
 1,585
100 Willow Brook Road
Office
1988
2005
 -
 1,264
 5,573
 (1,543)
 869
 4,425
 5,294
 1,442
Holmdel
                      
23 Main Street
Office
1977
2005
 28,541
 4,336
 19,544
 9,133
 4,336
 28,677
 33,013
 12,775
Middletown
                      
One River Center, Building 1
Office
1983
2004
 10,721
 3,070
 17,414
 4,065
 2,451
 22,098
 24,549
 7,840
One River Center, Building 2
Office
1983
2004
 12,026
 2,468
 15,043
 3,894
 2,452
 18,953
 21,405
 5,441
One River Center, Building 3
Office
1984
2004
 19,112
 4,051
 24,790
 6,171
 4,627
 30,385
 35,012
 9,435
Neptune
                      
3600 Route 66
Office
1989
1995
 -
 1,098
 18,146
 11,397
 1,098
 29,543
 30,641
 11,448
Wall Township
                      
1305 Campus Parkway
Office
1988
1995
 -
 335
 2,560
 707
 291
 3,311
 3,602
 1,618
1325 Campus Parkway
Office/Flex
1988
1995
 -
 270
 2,928
 725
 270
 3,653
 3,923
 1,914
1340 Campus Parkway
Office/Flex
1992
1995
 -
 489
 4,621
 1,836
 489
 6,457
 6,946
 3,434
1345 Campus Parkway
Office/Flex
1995
1997
 -
 1,023
 5,703
 1,772
 1,024
 7,474
 8,498
 3,841
1350 Campus Parkway
Office
1990
1995
 -
 454
 7,134
 1,049
 454
 8,183
 8,637
 4,016
1433 Highway 34
Office/Flex
1985
1995
 -
 889
 4,321
 1,655
 889
 5,976
 6,865
 2,972


 
109
 




                       
                       
       
MACK-CALI REALTY CORPORATION
        
   
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
    
       
December 31, 2015
        
       
(dollars in thousands)
        
                     
SCHEDULE III
           
Gross Amount at Which
    
             
Costs
Carried at Close of
    
         
Initial Costs
Capitalized
Period (a)
    
   
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location
  
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (b)
                       
1320 Wyckoff Avenue
Office/Flex
1986
1995
 -
 255
 1,285
 291
 216
 1,615
 1,831
 908
1324 Wyckoff Avenue
Office/Flex
1987
1995
 -
 230
 1,439
 317
 190
 1,796
 1,986
 853
                       
Morris County
                      
Florham Park
            
 
        
325 Columbia Parkway
Office
1987
1994
 -
 1,564
 -
 17,770
 1,564
 17,770
 19,334
 11,013
Morris Plains
                      
250 Johnson Road
Office
1977
1997
 -
 2,004
 8,016
 (3,806)
 930
 5,284
 6,214
 4,265
201 Littleton Road
Office
1979
1997
 -
 2,407
 9,627
 3,351
 2,407
 12,978
 15,385
 5,661
Parsippany
                      
4 Campus Drive
Office
1983
2001
 -
 5,213
 20,984
 3,953
 5,213
 24,937
 30,150
 8,914
6 Campus Drive
Office
1983
2001
 -
 4,411
 17,796
 3,368
 4,411
 21,164
 25,575
 8,231
7 Campus Drive
Office
1982
1998
 -
 1,932
 27,788
 6,298
 1,932
 34,086
 36,018
 15,795
8 Campus Drive
Office
1987
1998
 -
 1,865
 35,456
 4,823
 1,865
 40,279
 42,144
 17,257
9 Campus Drive
Office
1983
2001
 -
 3,277
 11,796
 16,882
 5,842
 26,113
 31,955
 10,295
4 Century Drive
Office
1981
2004
 -
 1,787
 9,575
 (3,432)
 1,086
 6,844
 7,930
 2,188
5 Century Drive
Office
1981
2004
 -
 1,762
 9,341
 (3,796)
 953
 6,354
 7,307
 2,109
6 Century Drive
Office
1981
2004
 -
 1,289
 6,848
 (631)
 990
 6,516
 7,506
 1,966
2 Dryden Way
Office
1990
1998
 -
 778
 420
 110
 778
 530
 1,308
 264
4 Gatehall Drive
Office
1988
2000
 -
 8,452
 33,929
 4,055
 8,452
 37,984
 46,436
 15,223
2 Hilton Court
Office
1991
1998
 -
 1,971
 32,007
 4,434
 1,971
 36,441
 38,412
 16,638
1633 Littleton Road
Office
1978
2002
 -
 2,283
 9,550
 507
 2,355
 9,985
 12,340
 6,117
600 Parsippany Road
Office
1978
1994
 -
 1,257
 5,594
 3,102
 1,257
 8,696
 9,953
 4,631
1 Sylvan Way
Office
1989
1998
 -
 1,689
 24,699
 2,914
 1,021
 28,281
 29,302
 13,702
3 Sylvan Way
Office
1988
2015
 -
 5,590
 4,710
 -
 5,590
 4,710
 10,300
 -
5 Sylvan Way
Office
1989
1998
 -
 1,160
 25,214
 2,866
 1,161
 28,079
 29,240
 12,067
7 Sylvan Way
Office
1987
1998
 -
 2,084
 26,083
 1,185
 2,084
 27,268
 29,352
 11,760
20 Waterview Boulevard
Office
1988
2009
 23,989
 4,500
 27,246
 (4,222)
 3,816
 23,708
 27,524
 4,895
35 Waterview Boulevard
Office
1990
2006
 -
 5,133
 28,059
 1,161
 5,133
 29,220
 34,353
 8,100
5 Wood Hollow Road
Office
1979
2004
 -
 5,302
 26,488
 15,538
 5,302
 42,026
 47,328
 15,275
                       
Passaic County
                      
Totowa
                      
1 Center Court
Office/Flex
1999
1999
 -
 270
 1,824
 490
 270
 2,314
 2,584
 990
2 Center Court
Office/Flex
1998
1998
 -
 191
 -
 2,476
 191
 2,476
 2,667
 1,089
11 Commerce Way
Office/Flex
1989
1995
 -
 586
 2,986
 1,000
 586
 3,986
 4,572
 2,086
20 Commerce Way
Office/Flex
1992
1995
 -
 516
 3,108
 111
 516
 3,219
 3,735
 1,600
29 Commerce Way
Office/Flex
1990
1995
 -
 586
 3,092
 961
 586
 4,053
 4,639
 1,809
40 Commerce Way
Office/Flex
1987
1995
 -
 516
 3,260
 1,509
 516
 4,769
 5,285
 2,293
45 Commerce Way
Office/Flex
1992
1995
 -
 536
 3,379
 497
 536
 3,876
 4,412
 1,940
60 Commerce Way
Office/Flex
1988
1995
 -
 526
 3,257
 507
 526
 3,764
 4,290
 2,048
80 Commerce Way
Office/Flex
1996
1996
 -
 227
 -
 1,348
 227
 1,348
 1,575
 638
100 Commerce Way
Office/Flex
1996
1996
 -
 226
 -
 1,348
 226
 1,348
 1,574
 637
120 Commerce Way
Office/Flex
1994
1995
 -
 228
 -
 1,284
 229
 1,283
 1,512
 657
140 Commerce Way
Office/Flex
1994
1995
 -
 229
 -
 1,282
 228
 1,283
 1,511
 657
999 Riverview Drive
Office
1988
1995
 -
 476
 6,024
 2,766
 1,102
 8,164
 9,266
 4,367


 
110
 




                       
                       
       
MACK-CALI REALTY CORPORATION
        
   
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
    
       
December 31, 2015
        
       
(dollars in thousands)
        
                     
SCHEDULE III
           
Gross Amount at Which
    
             
Costs
Carried at Close of
    
         
Initial Costs
Capitalized
Period (a)
    
   
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location
  
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (b)
                       
Somerset County
                      
Basking Ridge
                      
222 Mt. Airy Road
Office
1986
1996
 -
 775
 3,636
 1,848
 697
 5,562
 6,259
 2,747
233 Mt. Airy Road
Office
1987
1996
 -
 1,034
 5,033
 1,254
 915
 6,406
 7,321
 2,677
Bridgewater
                      
440 Route 22 East
Office
1990
2010
 -
 3,986
 13,658
 4,940
 3,986
 18,598
 22,584
 4,638
721 Route 202/206
Office
1989
1997
 -
 6,730
 26,919
 (952)
 5,067
 27,630
 32,697
 14,895
                       
Union County
                      
Clark
            
 
        
100 Walnut Avenue
Office
1985
1994
 18,273
 -
 -
 17,801
 1,822
 15,979
 17,801
 10,958
Cranford
                      
6 Commerce Drive
Office
1973
1994
 -
 250
 -
 1,728
 250
 1,728
 1,978
 704
11 Commerce Drive
Office
1981
1994
 -
 470
 -
 5,490
 470
 5,490
 5,960
 4,644
12 Commerce Drive
Office
1967
1997
 -
 887
 3,549
 1,543
 887
 5,092
 5,979
 2,566
14 Commerce Drive
Office
1971
2003
 -
 1,283
 6,344
 1,613
 1,283
 7,957
 9,240
 2,477
20 Commerce Drive
Office
1990
1994
 -
 2,346
 -
 21,663
 2,346
 21,663
 24,009
 11,901
25 Commerce Drive
Office
1971
2002
 -
 1,520
 6,186
 864
 1,520
 7,050
 8,570
 3,239
65 Jackson Drive
Office
1984
1994
 -
 541
 -
 6,377
 542
 6,376
 6,918
 4,381
New Providence
                      
890 Mountain Road
Office
1977
1997
 -
 2,796
 11,185
 (4,798)
 1,719
 7,464
 9,183
 3,212
Rahway
                      
Park Square
Multi-Family
2011
2013
 27,500
 4,000
 40,670
 256
 4,000
 40,926
 44,926
 2,148
                       
NEW YORK
                      
New York County
            
 
        
New York
                      
125 Broad Street
Office
1970
2007
 -
 50,191
 207,002
 (48,039)
 33,829
 175,325
 209,154
 37,852
                       
Westchester County
                      
Elmsford
            
 
        
11 Clearbrook Road
Office/Flex
1974
1997
 -
 149
 2,159
 602
 149
 2,761
 2,910
 1,278
75 Clearbrook Road
Office/Flex
1990
1997
 -
 2,314
 4,716
 57
 2,314
 4,773
 7,087
 2,259
100 Clearbrook Road
Office
1975
1997
 -
 220
 5,366
 1,617
 220
 6,983
 7,203
 3,352
125 Clearbrook Road
Office/Flex
2002
2002
 -
 1,055
 3,676
 (445)
 1,055
 3,231
 4,286
 1,145
150 Clearbrook Road
Office/Flex
1975
1997
 -
 497
 7,030
 2,221
 497
 9,251
 9,748
 4,104
175 Clearbrook Road
Office/Flex
1973
1997
 -
 655
 7,473
 762
 655
 8,235
 8,890
 3,863
200 Clearbrook Road
Office/Flex
1974
1997
 -
 579
 6,620
 1,888
 579
 8,508
 9,087
 3,852
250 Clearbrook Road
Office/Flex
1973
1997
 -
 867
 8,647
 2,395
 867
 11,042
 11,909
 4,697
50 Executive Boulevard
Office/Flex
1969
1997
 -
 237
 2,617
 441
 237
 3,058
 3,295
 1,404
77 Executive Boulevard
Office/Flex
1977
1997
 -
 34
 1,104
 212
 34
 1,316
 1,350
 677
85 Executive Boulevard
Office/Flex
1968
1997
 -
 155
 2,507
 516
 155
 3,023
 3,178
 1,284
101 Executive Boulevard
Office
1971
1997
 -
 267
 5,838
 (3,528)
 101
 2,476
 2,577
 2,468
300 Executive Boulevard
Office/Flex
1970
1997
 -
 460
 3,609
 306
 460
 3,915
 4,375
 1,802



 
111
 




                       
                       
       
MACK-CALI REALTY CORPORATION
        
   
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
    
       
December 31, 2015
        
       
(dollars in thousands)
        
                     
SCHEDULE III
           
Gross Amount at Which
    
             
Costs
Carried at Close of
    
         
Initial Costs
Capitalized
Period (a)
    
   
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location
  
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (b)
                       
350 Executive Boulevard
Office/Flex
1970
1997
 -
 100
 1,793
 175
 100
 1,968
 2,068
 942
399 Executive Boulevard
Office/Flex
1962
1997
 -
 531
 7,191
 163
 531
 7,354
 7,885
 3,502
400 Executive Boulevard
Office/Flex
1970
1997
 -
 2,202
 1,846
 938
 2,202
 2,784
 4,986
 1,407
500 Executive Boulevard
Office/Flex
1970
1997
 -
 258
 4,183
 434
 258
 4,617
 4,875
 2,268
525 Executive Boulevard
Office/Flex
1972
1997
 -
 345
 5,499
 837
 345
 6,336
 6,681
 3,082
700 Executive Boulevard
Land Lease
N/A
1997
 -
 970
 -
 -
 970
 -
 970
 -
1 Warehouse Lane (c)
Industrial/Warehouse
1957
1997
 -
 3
 268
 233
 3
 501
 504
 238
2 Warehouse Lane (c)
Industrial/Warehouse
1957
1997
 -
 4
 672
 232
 4
 904
 908
 378
3 Warehouse Lane (c)
Industrial/Warehouse
1957
1997
 -
 21
 1,948
 363
 21
 2,311
 2,332
 1,181
4 Warehouse Lane (c)
Industrial/Warehouse
1957
1997
 -
 84
 13,393
 3,405
 85
 16,797
 16,882
 7,261
5 Warehouse Lane (c)
Industrial/Warehouse
1957
1997
 -
 19
 4,804
 943
 19
 5,747
 5,766
 2,745
6 Warehouse Lane (c)
Industrial/Warehouse
1982
1997
 -
 10
 4,419
 2,381
 10
 6,800
 6,810
 2,764
1 Westchester Plaza
Office/Flex
1967
1997
 -
 199
 2,023
 469
 199
 2,492
 2,691
 1,318
2 Westchester Plaza
Office/Flex
1968
1997
 -
 234
 2,726
 686
 234
 3,412
 3,646
 1,510
3 Westchester Plaza
Office/Flex
1969
1997
 -
 655
 7,936
 1,343
 655
 9,279
 9,934
 4,453
4 Westchester Plaza
Office/Flex
1969
1997
 -
 320
 3,729
 1,244
 320
 4,973
 5,293
 2,455
5 Westchester Plaza
Office/Flex
1969
1997
 -
 118
 1,949
 425
 118
 2,374
 2,492
 1,219
6 Westchester Plaza
Office/Flex
1968
1997
 -
 164
 1,998
 166
 164
 2,164
 2,328
 1,012
7 Westchester Plaza
Office/Flex
1972
1997
 -
 286
 4,321
 681
 286
 5,002
 5,288
 2,187
8 Westchester Plaza
Office/Flex
1971
1997
 -
 447
 5,262
 1,917
 447
 7,179
 7,626
 3,157
Hawthorne
                      
200 Saw Mill River Road
Office/Flex
1965
1997
 -
 353
 3,353
 533
 353
 3,886
 4,239
 1,831
1 Skyline Drive
Office
1980
1997
 -
 66
 1,711
 210
 66
 1,921
 1,987
 943
2 Skyline Drive
Office
1987
1997
 -
 109
 3,128
 1,474
 109
 4,602
 4,711
 2,270
4 Skyline Drive
Office/Flex
1987
1997
 -
 363
 7,513
 2,873
 363
 10,386
 10,749
 5,320
5 Skyline Drive
Office/Flex
1980
2001
 -
 2,219
 8,916
 1,747
 2,219
 10,663
 12,882
 4,706
6 Skyline Drive
Office/Flex
1980
2001
 -
 740
 2,971
 1,498
 740
 4,469
 5,209
 2,380
7 Skyline Drive
Office
1987
1998
 -
 330
 13,013
 2,564
 330
 15,577
 15,907
 6,690
8 Skyline Drive
Office/Flex
1985
1997
 -
 212
 4,410
 769
 212
 5,179
 5,391
 2,557
10 Skyline Drive
Office/Flex
1985
1997
 -
 134
 2,799
 732
 134
 3,531
 3,665
 1,903
11 Skyline Drive (c)
Office/Flex
1989
1997
 -
 -
 4,788
 761
 -
 5,549
 5,549
 2,409
12 Skyline Drive (c)
Office/Flex
1999
1999
 -
 1,562
 3,254
 200
 1,320
 3,696
 5,016
 1,497
15 Skyline Drive (c)
Office/Flex
1989
1997
 -
 -
 7,449
 1,060
 -
 8,509
 8,509
 3,620
17 Skyline Drive (c)
Office
1989
1997
 -
 -
 7,269
 1,484
 -
 8,753
 8,753
 3,998
Tarrytown
                      
230 White Plains Road
Retail
1984
1997
 -
 124
 1,845
 107
 124
 1,952
 2,076
 919
White Plains
                      
1 Barker Avenue
Office
1975
1997
 -
 208
 9,629
 2,590
 207
 12,220
 12,427
 5,489
3 Barker Avenue
Office
1983
1997
 -
 122
 7,864
 1,848
 122
 9,712
 9,834
 4,473
50 Main Street
Office
1985
1997
 -
 564
 48,105
 14,554
 564
 62,659
 63,223
 29,323
11 Martine Avenue
Office
1987
1997
 -
 127
 26,833
 8,561
 127
 35,394
 35,521
 16,002
1 Water Street
Office
1979
1997
 -
 211
 5,382
 1,341
 211
 6,723
 6,934
 3,043
Yonkers
                      
100 Corporate Boulevard
Office/Flex
1987
1997
 -
 602
 9,910
 1,397
 602
 11,307
 11,909
 5,342
200 Corporate Boulevard South
Office/Flex
1990
1997
 -
 502
 7,575
 1,472
 502
 9,047
 9,549
 4,473
1 Enterprise Boulevard
Land Lease
N/A
1997
 -
 1,379
 -
 1
 1,380
 -
 1,380
 -
1 Executive Boulevard
Office
1982
1997
 -
 1,104
 11,904
 2,998
 1,105
 14,901
 16,006
 6,732
                       



 
112
 




                       
                       
       
MACK-CALI REALTY CORPORATION
        
   
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
    
         
December 31, 2015
          
         
(dollars in thousands)
          
                     
SCHEDULE III
           
Gross Amount at Which
    
             
Costs
Carried at Close of
    
         
Initial Costs
Capitalized
Period (a)
    
   
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location
  
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (b)
                       
2 Executive Boulevard
Retail
1986
1997
 -
 89
 2,439
 107
 89
 2,546
 2,635
 1,182
3 Executive Boulevard
Office
1987
1997
 -
 385
 6,256
 1,772
 385
 8,028
 8,413
 3,625
4 Executive Plaza
Office/Flex
1986
1997
 -
 584
 6,134
 1,142
 584
 7,276
 7,860
 3,294
6 Executive Plaza
Office/Flex
1987
1997
 -
 546
 7,246
 2,206
 546
 9,452
 9,998
 4,218
1 Odell Plaza
Office/Flex
1980
1997
 -
 1,206
 6,815
 2,221
 1,206
 9,036
 10,242
 4,058
3 Odell Plaza
Office
1984
2003
 -
 1,322
 4,777
 2,332
 1,322
 7,109
 8,431
 3,259
5 Odell Plaza
Office/Flex
1983
1997
 -
 331
 2,988
 535
 331
 3,523
 3,854
 1,760
7 Odell Plaza
Office/Flex
1984
1997
 -
 419
 4,418
 1,249
 419
 5,667
 6,086
 2,482
                       
CONNECTICUT
                      
Fairfield County
                      
Stamford
                      
419 West Avenue
Office/Flex
1986
1997
 -
 4,538
 9,246
 1,298
 4,538
 10,544
 15,082
 5,417
500 West Avenue
Office/Flex
1988
1997
 -
 415
 1,679
 654
 415
 2,333
 2,748
 899
550 West Avenue
Office/Flex
1990
1997
 -
 1,975
 3,856
 185
 1,975
 4,041
 6,016
 1,956
600 West Avenue
Office/Flex
1999
1999
 -
 2,305
 2,863
 754
 2,305
 3,617
 5,922
 1,426
650 West Avenue
Office/Flex
1998
1998
 -
 1,328
 -
 3,524
 1,328
 3,524
 4,852
 1,601
                       
DISTRICT OF COLUMBIA
                      
Washington,
                      
1201 Connecticut Avenue, NW
Office
1940
1999
 -
 14,228
 18,571
 6,895
 14,228
 25,466
 39,694
 11,390
1400 L Street, NW
Office
1987
1998
 -
 13,054
 27,423
 7,910
 13,054
 35,333
 48,387
 18,841
                       
MARYLAND
                      
Prince George’s County
                      
Greenbelt
                      
Capital Office Park Parcel A
Land
N/A
2009
 -
 840
 -
 7
 847
 -
 847
 -
9200 Edmonston Road
Office
1973/03
2006
 3,793
 1,547
 4,131
 (2,484)
 610
 2,584
 3,194
 1,376
6301 Ivy Lane
Office
1979/95
2006
 -
 5,168
 14,706
 (9,924)
 2,431
 7,519
 9,950
 1,988
6303 Ivy Lane
Office
1980/03
2006
 -
 5,115
 13,860
 (10,097)
 2,436
 6,442
 8,878
 1,584
6305 Ivy Lane
Office
1982/95
2006
 -
 5,615
 14,420
 (10,137)
 2,599
 7,299
 9,898
 1,972
6404 Ivy Lane
Office
1987
2006
 -
 7,578
 20,785
 (14,343)
 3,437
 10,583
 14,020
 3,376
6406 Ivy Lane
Office
1991
2006
 -
 7,514
 21,152
 (14,034)
 3,158
 11,474
 14,632
 2,570
6411 Ivy Lane
Office
1984/05
2006
 -
 6,867
 17,470
 (12,445)
 3,216
 8,676
 11,892
 2,452
Lanham
                      
4200 Parliament Place
Office
1989
1998
 -
 2,114
 13,546
 (6,173)
 774
 8,713
 9,487
 4,258
                       
MASSACHUSETTS
                      
Suffolk County
                      
Revere
                      
Alterra at Overlook Ridge IA
Multi-Family
2004
2013
 -
 9,042
 50,671
 879
 9,042
 51,550
 60,592
 3,859
Alterra at Overlook Ridge II
Multi-Family
2008
2013
 -
 12,055
 71,409
 250
 12,055
 71,659
 83,714
 5,236
Andover Place
Multi-Family
1988
2014
 -
 8,535
 27,609
 2,263
 8,534
 29,873
 38,407
 1,623
                       
Projects Under Development
                      
  and Developable Land
      
 45,899
 204,041
 237,906
 -
 204,041
 237,906
 441,947
 323
                       
Furniture, Fixtures
                      
  and Equipment
      
 -
 -
 -
 15,167
 -
 15,167
 15,167
 5,418
                       
TOTALS
      
 667,076
 796,691
 3,531,729
 479,298
 735,696
 4,072,022
 4,807,718
 1,464,482
                       



(a)      The aggregate cost for federal income tax purposes at December 31, 2015 was approximately $3.3 billion.
(b)      Depreciation of buildings and improvements are calculated over lives ranging from the life of the lease to 40 years.
(c)      This property is located on land leased by the Company.

 
113
 




MACK-CALI REALTY CORPORATION
NOTE TO SCHEDULE III



Changes in rental properties and accumulated depreciation for the periods ended December 31, 2015, 2014 and 2013 are as follows: (dollars in thousands)


                 
   
2015
    
2014
    
2013
Rental Properties
                
Balance at beginning of year
$
 4,958,179
  
$
 5,129,933
  
$
 5,379,436
Additions
  
 219,227
    
 193,005
    
 317,994
Rental property held for sale
  
 -
    
 -
    
 (107,205)
Properties sold
  
 (82,015)
    
 (331,181)
    
 (256,335)
Impairment charge
  
 (255,849)
    
 -
    
 (149,030)
Retirements/disposals
  
 (31,824)
    
 (33,578)
    
 (54,927)
Balance at end of year
$
 4,807,718
  
$
 4,958,179
  
$
 5,129,933
                 
                 
Accumulated Depreciation
                
Balance at beginning of year
$
 1,414,305
  
$
 1,400,988
  
$
 1,478,214
Depreciation expense
  
 147,447
    
 143,278
    
 155,846
Rental property held for sale
  
 -
    
 -
    
 (35,594)
Properties sold
  
 (7,517)
    
 (96,383)
    
 (104,196)
Impairment charge
  
 (57,929)
    
 -
    
 (38,353)
Retirements/disposals
  
 (31,824)
    
 (33,578)
    
 (54,929)
Balance at end of year
$
 1,464,482
  
$
 1,414,305
  
$
 1,400,988

 


 
114
 


MACK-CALI REALTY CORPORATION

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
     
     
     
Mack-Cali Realty Corporation
     
(Registrant)
       
       
 
Date:           February 24, 2016
By:
/s/ Anthony Krug
     
Anthony Krug
     
Chief Financial Officer
     
(principal financial officer
     
and principal accounting officer)


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

       
       
Name
  
                   Title
           Date
       
/s/ William L. Mack
  
Chairman of the Board
February 24, 2016
William L. Mack
      
       
/s/ Mitchell E. Rudin
  
Chief Executive Officer
February 24, 2016
Mitchell E. Rudin
  
(principal executive officer)
  
       
/s/ Michael J. DeMarco
  
President and Chief Operating Officer
February 24, 2016
Michael J. DeMarco
      
       
/s/ Anthony Krug
  
Chief Financial Officer
February 24, 2016
Anthony Krug
  
(principal financial officer
  
   
and principal accounting officer)
  
       
/s/ Alan S. Bernikow
  
Director
February 24, 2016
Alan S. Bernikow
      
       
/s/ Kenneth M. Duberstein
  
Director
February 24, 2016
Kenneth M. Duberstein
      
       
/s/ Nathan Gantcher
  
Director
February 24, 2016
Nathan Gantcher
      
       
/s/ Jonathan Litt
  
Director
February 24, 2016
Jonathan Litt
      
       
       
       

 
115
 


       
       
       
/s/ David S. Mack
  
Director
February 24, 2016
David S. Mack
      
       
/s/ Alan G. Philibosian
  
Director
February 24, 2016
Alan G. Philibosian
      
       
/s/ Irvin D. Reid
  
Director
February 24, 2016
Irvin D. Reid
      
       
/s/ Vincent Tese
  
Director
February 24, 2016
Vincent Tese
      
       
/s/ Roy J. Zuckerberg
  
Director
February 24, 2016
Roy J. Zuckerberg
      







 
116
 

MACK-CALI REALTY CORPORATION

EXHIBIT INDEX



     
     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
3.1
  
Articles of Restatement of Mack-Cali Realty Corporation dated September 18, 2009 (filed as Exhibit 3.2 to the Company’s Form 8-K dated September 17, 2009 and incorporated herein by reference).
     
3.2
  
Articles of Amendment to the Articles of Restatement of Mack-Cali Realty Corporation as filed with the State Department of Assessments and Taxation of Maryland on May 14, 2014 (filed as Exhibit 3.1 to the Company’s Form 8-K dated May 12, 2014 and incorporated herein by reference).
     
3.3
  
Amended and Restated Bylaws of Mack-Cali Realty Corporation dated June 10, 1999 (filed as Exhibit 3.2 to the Company’s Form 8-K dated June 10, 1999 and incorporated herein by reference).
     
3.4
  
Amendment No. 1 to the Amended and Restated Bylaws of Mack-Cali Realty Corporation dated March 4, 2003, (filed as Exhibit 3.3 to the Company’s Form 10-Q dated March 31, 2003 and incorporated herein by reference).
     
3.5
  
Amendment No. 2 to the Mack-Cali Realty Corporation Amended and Restated Bylaws dated May 24, 2006 (filed as Exhibit 3.1 to the Company’s Form 8-K dated May 24, 2006 and incorporated herein by reference).
     
3.6
  
Amendment No. 3 to the Mack-Cali Realty Corporation Amended and Restated Bylaws dated May 14, 2014 (filed as Exhibit 3.2 to the Company’s Form 8-K dated 12, 2014 and incorporated herein by reference).
     
3.7
  
Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated December 11, 1997 (filed as Exhibit 10.110 to the Company’s Form 8-K dated December 11, 1997 and incorporated herein by reference).
     
3.8
  
Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated August 21, 1998 (filed as Exhibit 3.1 to the Company’s and the Operating Partnership’s Registration Statement on Form S-3, Registration No. 333-57103, and incorporated herein by reference).
     
3.9
  
Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated July 6, 1999 (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 6, 1999 and incorporated herein by reference).
     
3.10
  
Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated September 30, 2003 (filed as Exhibit 3.7 to the Company’s Form 10-Q dated September 30, 2003 and incorporated herein by reference).
     
4.1
  
Indenture dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, Mack-Cali Realty Corporation, as guarantor, and Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to the Operating Partnership’s Form 8-K dated March 16, 1999 and incorporated herein by reference).
     
4.2
  
Supplemental Indenture No. 1 dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated March 16, 1999 and incorporated herein by reference).
     
4.3
  
Supplemental Indenture No. 2 dated as of August 2, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.4 to the Operating Partnership’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
     
4.4
  
Supplemental Indenture No. 3 dated as of December 21, 2000, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated December 21, 2000 and incorporated herein by reference).
     
4.5
  
Supplemental Indenture No. 4 dated as of January 29, 2001, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated January 29, 2001 and incorporated herein by reference).
     
4.6
  
Supplemental Indenture No. 5 dated as of December 20, 2002, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated December 20, 2002 and incorporated herein by reference).
 
 

 
 
117
 
 
 

 
     
     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
4.7
  
Supplemental Indenture No. 6 dated as of March 14, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated March 14, 2003 and incorporated herein by reference).
     
4.8
  
Supplemental Indenture No. 7 dated as of June 12, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated June 12, 2003 and incorporated herein by reference).
     
4.9
  
Supplemental Indenture No. 8 dated as of February 9, 2004, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated February 9, 2004 and incorporated herein by reference).
     
4.10
  
Supplemental Indenture No. 9 dated as of March 22, 2004, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated March 22, 2004 and incorporated herein by reference).
     
4.11
  
Supplemental Indenture No. 10 dated as of January 25, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated January 25, 2005 and incorporated herein by reference).
     
4.12
  
Supplemental Indenture No. 11 dated as of April 15, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated April 15, 2005 and incorporated herein by reference).
     
4.13
  
Supplemental Indenture No. 12 dated as of November 30, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated November 30, 2005 and incorporated herein by reference).
     
4.14
  
Supplemental Indenture No. 13 dated as of January 24, 2006, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated January 18, 2006 and incorporated herein by reference).
     
4.15
  
Supplemental Indenture No. 14 dated as of August 14, 2009, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated August 14, 2009 and incorporated herein by reference).
     
4.16
  
Supplemental Indenture No. 15 dated as of April 19, 2012, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated April 19, 2012 and incorporated herein by reference).
     
4.17
  
Supplemental Indenture No. 16 dated as of November 20, 2012, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee. (filed as Exhibit 4.2 to the Company’s Form 8-K dated November 20, 2012  and incorporated herein by reference).
     
4.18
  
Supplemental Indenture No. 17 dates as of May 8, 2013, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated May 8, 2013 and incorporated herein by reference).
     
10.1
  
Amended and Restated Employment Agreement dated as of July 1, 1999 between Mitchell E. Hersh and Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
     
10.2 
  
Letter Agreement dated December 9, 2008 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.4 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
     





 

 
118
 






     
     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
10.3
  
Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Barry Lefkowitz and Mack-Cali Realty Corporation (filed as Exhibit 10.6 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
     
10.4
  
Letter Agreement dated December 9, 2008 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.5 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
     
10.5
  
Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.7 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
     
10.6
  
Letter Agreement dated December 9, 2008 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.8 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
     
10.7
  
Contribution and Exchange Agreement among The MK Contributors, The MK Entities, The Patriot Contributors, The Patriot Entities, Patriot American Management and Leasing Corp., Cali Realty, L.P. and Cali Realty Corporation, dated September 18, 1997 (filed as Exhibit 10.98 to the Company’s Form 8-K dated September 19, 1997 and incorporated herein by reference).
     
10.8
  
First Amendment to Contribution and Exchange Agreement, dated as of December 11, 1997, by and among the Company and the Mack Group (filed as Exhibit 10.99 to the Company’s Form 8-K dated December 11, 1997 and incorporated herein by reference).
     
10.9
  
Employee Stock Option Plan of Mack-Cali Realty Corporation (filed as Exhibit 10.1 to the Company’s Post-Effective Amendment No. 1 to Form S-8, Registration No. 333-44443, and incorporated herein by reference).
     
10.10
  
Director Stock Option Plan of Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Company’s Post-Effective Amendment No. 1 to Form S-8, Registration No. 333-44443, and incorporated herein by reference).
     
10.11
  
2000 Employee Stock Option Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-52478, and incorporated herein by reference), as amended by the First Amendment to the 2000 Employee Stock Option Plan (filed as Exhibit 10.17 to the Company’s Form 10-Q dated June 30, 2002 and incorporated herein by reference).
     
10.12
  
Amended and Restated 2000 Director Stock Option Plan (filed as Exhibit 10.2 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-100244, and incorporated herein by reference).
     
10.13
  
Mack-Cali Realty Corporation 2004 Incentive Stock Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-116437, and incorporated herein by reference).
     
10.14
  
Amended and Restated Mack-Cali Realty Corporation Deferred Compensation Plan for Directors (filed as Exhibit 10.3 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
     
10.15
  
Mack-Cali Realty Corporation 2013 Incentive Stock Plan (filed as Exhibit 10.1 to the Company's Registration Statement on Form S-8 Registration No. 333-188729, and incorporated herein by reference).
     
10.16
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and William L. Mack dated October 22, 2002 (filed as Exhibit 10.101 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.17
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Mitchell E. Hersh dated October 22, 2002 (filed as Exhibit 10.102 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.18
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Alan S. Bernikow dated May 20, 2004 (filed as Exhibit 10.104 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.19
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Kenneth M. Duberstein dated September 13, 2005 (filed as Exhibit 10.106 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.20
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Nathan Gantcher dated October 22, 2002 (filed as Exhibit 10.107 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).


 
119
 



     
     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
10.21
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and David S. Mack dated December 11, 1997 (filed as Exhibit 10.108 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.22
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Alan G. Philibosian dated October 22, 2002 (filed as Exhibit 10.109 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.23
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Irvin D. Reid dated October 22, 2002 (filed as Exhibit 10.110 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.24
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Vincent Tese dated October 22, 2002 (filed as Exhibit 10.111 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.25
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Roy J. Zuckerberg dated October 22, 2002 (filed as Exhibit 10.113 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.26
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Barry Lefkowitz dated October 22, 2002 (filed as Exhibit 10.114 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.27
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Roger W. Thomas dated October 22, 2002 (filed as Exhibit 10.116 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.28
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Anthony Krug dated October 22, 2002 (filed as Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and incorporated herein by reference).
     
10.29
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Jonathan Litt dated March 3, 2014 (filed as Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and incorporated herein by reference).
     
10.30
  
Indemnification Agreement by and between Mack-Cali Realty Corporation and Gary T. Wagner dated November 11, 2011 (filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference).
     
10.31
  
Indemnification Agreement dated October 22, 2002 by and between Mack-Cali Realty Corporation and John Crandall (filed as Exhibit 10.29 to the Company's Form 10-Q dated September 30, 2002 and incorporated herein by reference).
     
10.32
  
Second Amendment to Contribution and Exchange Agreement, dated as of June 27, 2000, between RMC Development Company, LLC f/k/a Robert Martin Company, LLC, Robert Martin Eastview North Company, L.P., the Company and the Operating Partnership (filed as Exhibit 10.44 to the Company's Form 10-K dated December 31, 2002 and incorporated herein by reference).
     
10.33
  
Contribution and Exchange Agreement by and between Mack-Cali Realty, L.P. and Tenth Springhill Lake Associates L.L.L.P., Eleventh Springhill Lake Associates L.L.L.P., Twelfth Springhill Lake Associates L.L.L.P., Fourteenth Springhill Lake Associates L.L.L.P., each a Maryland limited liability limited partnership, Greenbelt Associates, a Maryland general partnership, and Sixteenth Springhill Lake Associates L.L.L.P., a Maryland limited liability limited partnership, and certain other natural persons, dated as of November 21, 2005 (filed as Exhibit 10.69 to the Company's Form 10-K dated December 31, 2005 and incorporated herein by reference).
     
10.34
  
Term Loan Agreement among Mack-Cali Realty, L.P. and JPMorgan Chase Bank, N.A. as Administrative Agent, J.P. Morgan Securities Inc. as Arranger, and other lender which may become parties to this Agreement dated November 29, 2006 (filed as Exhibit 10.120 to the Company's Form 10-K dated December 31, 2006 and incorporated herein by reference).
     
10.35
  
Agreement of Purchase and Sale among SLG Broad Street A LLC and SLG Broad Street C LLC, as Sellers, and M-C Broad 125 A L.L.C. and M-C Broad 125 C L.L.C., as Purchasers, dated as of March 15, 2007 (filed as Exhibit 10.121 to the Company's Form 10-Q dated March 31, 2007 and incorporated herein by reference).



 
120
 



     
     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
10.36
  
Mortgage and Security Agreement and Financing Statement dated October 28, 2008 between M-C Plaza V L.L.C., Cal-Harbor V Urban Renewal Associates, L.P., Cal-Harbor V Leasing Associates L.L.C., as Mortgagors and The Northwestern Mutual Life Insurance Company and New York Life Insurance Company as Mortgagees (filed as Exhibit 10.131 to the Company's Form 10-Q dated September 30, 2008 and incorporated herein by reference).
     
10.37
  
Promissory Note of M-C Plaza V L.L.C., Cal-Harbor V Urban Renewal Associates, L.P., Cal-Harbor V Leasing Associates L.L.C., as Borrowers, in favor of The Northwestern Mutual Life Insurance Company, as Lender, in the principal amount of $120,000,000, dated October 28, 2008. (filed as Exhibit 10.132 to the Company's Form 10-Q dated September 30, 2008 and incorporated herein by reference).
     
10.38
  
Promissory Note of M-C Plaza V L.L.C., Cal-Harbor V Urban Renewal Associates, L.P., Cal-Harbor V Leasing Associates L.L.C., as Borrowers, in favor of New York Life Insurance Company, as Lender, in the principal amount of $120,000,000, dated October 28, 2008 (filed as Exhibit 10.133 to the Company's Form 10-Q dated September 30, 2008 and incorporated herein by reference).
     
10.39
  
Guarantee of Recourse Obligations of Mack-Cali Realty, L.P. in favor of The Northwestern Mutual Life Insurance Company and New York Life Insurance Company dated October 28, 2008 (filed as Exhibit 10.134 to the Company's Form 10-Q dated September 30, 2008 and incorporated herein by reference).
     
10.40
  
Amended and Restated Loan Agreement by and among One Grande SPE LLC, 1280 Wall SPE LLC, 10 Sylvan SPE LLC, 5 Independence SPE LLC, 1 Independence SPE LLC, and 3 Becker SPE LLC, collectively, as Borrowers and Gramercy Warehouse Funding I LLC, as Lender, dated April 29, 2009 (filed as Exhibit 10.144 to the Company's Form 10-Q dated March 31, 2009 and incorporated herein by reference).
     
10.41
  
Amended and Restated Promissory Note of One Grande SPE LLC, 1280 Wall SPE LLC, 10 Sylvan SPE LLC, 5 Independence SPE LLC, 1 Independence SPE LLC, and 3 Becker SPE LLC, as Borrowers, in favor of Gramercy Warehouse Funding I, LLC, as Lender, dated April 29, 2009 (filed as Exhibit 10.145 to the Company's Form 10-Q dated March 31, 2009 and incorporated herein by reference).
     
10.42
  
Limited Liability Company Membership Interest Purchase and Sale Agreement dated April 29, 2009 by and among Gale SLG NJ LLC, Mack-Cali Ventures L.L.C., SLG Gale 55 Corporation LLC and 55 Corporate Partners L.L.C.  (filed as Exhibit 10.146 to the Company's Form 10-Q dated March 31, 2009 and incorporated herein by reference).
     
10.43
  
Amended and Restated Master Loan Agreement dated as of January 15, 2010 among Mack-Cali Realty, L.P., and Affiliates of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P., as Borrowers, Mack-Cali Realty Corporation and Mack-Cali Realty L.P., as Guarantors and The Prudential Insurance Company of America and VPCM, LLC, as Lenders (filed as Exhibit 10.1 to the Company's Form 8-K dated January 15, 2010 and incorporated herein by reference).
     
10.44
  
Partial Recourse Guaranty of Mack-Cali Realty, L.P. dated as of January 15, 2010 to The Prudential Insurance Company of America and VPCM, LLC (filed as Exhibit 10.2 to the Company's Form 8-K dated January 15, 2010 and incorporated herein by reference).
     
10.45
  
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Realty, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.165 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.46
  
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Realty, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Centre II in Bergen County, New Jersey (filed as Exhibit 10.166 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.47
  
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Realty, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Centre III in Bergen County, New Jersey (filed as Exhibit 10.167 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).



 
121
 




     
     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
10.48
  
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Realty, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Centre IV in Bergen County, New Jersey filed as Exhibit 10.168 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.49
  
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali F Properties, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Centre VII in Bergen County, New Jersey (filed as Exhibit 10.169 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.50
  
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Chestnut Ridge, L.L.C., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.170 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.51
  
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Realty, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.171 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.52
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Centre I in Bergen County, New Jersey  (filed as Exhibit 10.172 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.53
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.173 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.54
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Centre II in Bergen County, New Jersey (filed as Exhibit 10.174 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
 
  
 
10.55
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to Mack-Cali Centre II in Bergen County, New Jersey (filed as Exhibit 10.175 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.56
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Centre III in Bergen County, New Jersey (filed as Exhibit 10.176 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.57
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to Mack-Cali Centre III in Bergen County, New Jersey (filed as Exhibit 10.177 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.58
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Centre IV in Bergen County, New Jersey (filed as Exhibit 10.178 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.59
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to Mack-Cali Centre IV in Bergen County, New Jersey (filed as Exhibit 10.179 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.60
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali F Properties, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Centre VII in Bergen County, New Jersey  (filed as Exhibit 10.180 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.61
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali F Properties, L.P. in favor of VPCM, LLC with respect to Mack-Cali Centre VII in Bergen County, New Jersey (filed as Exhibit 10.181 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).



 
122
 




     
     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
10.62
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Chestnut Ridge, L.L.C. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Corp. Center in Bergen County, New Jersey  (filed as Exhibit 10.182 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.63
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Chestnut Ridge, L.L.C. in favor of VPCM, LLC with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.183 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.64
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.184 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.65
  
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.185 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.66
  
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Realty, L.P. with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.186 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.67
  
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Realty, L.P. with respect to Mack-Cali Centre II in Bergen County, New Jersey (filed as Exhibit 10.187 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.68
  
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Realty, L.P. with respect to Mack-Cali Centre III in Bergen County, New Jersey (filed as Exhibit 10.188 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.69
  
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Realty, L.P. with respect to Mack-Cali Centre IV in Bergen County, New Jersey (filed as Exhibit 10.189 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.70
  
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali F Properties, L.P. with respect to Mack-Cali Centre VII in Bergen County, New Jersey (filed as Exhibit 10.190 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.71
  
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Chestnut Ridge, L.L.C. with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.191 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.72
  
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Realty, L.P. with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.192 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.73
  
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.193 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).






 
123
 




     
     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
10.74
  
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre II in Bergen County, New Jersey (filed as Exhibit 10.194 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.75
  
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre III in Bergen County, New Jersey (filed as Exhibit 10.195 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.76
  
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre IV in Bergen County, New Jersey (filed as Exhibit 10.196 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.77
  
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali F Properties, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre VII in Bergen County, New Jersey (filed as Exhibit 10.197 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.78
  
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Chestnut Ridge, L.L.C. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.198 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.79
  
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.199 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
     
10.80
  
Development Agreement dated December 5, 2011 by and between M-C Plaza VI & VII L.L.C. and Ironstate Development LLC (filed as Exhibit 10.1 to the Company's Form 8-K dated December 5, 2011 and incorporated herein by reference).
     
10.81
  
Form of Amended and Restated Limited Liability Company Agreement (filed as Exhibit 10.2 to the Company's Form 8-K dated December 5, 2011 and incorporated herein by reference).
     
10.82
  
Third Amended and Restated Revolving Credit Agreement among Mack-Cali Realty, L.P., as borrower, and JPMorgan Chase Bank, N.A., as the administrative agent, the other agents listed therein and the lending institutions party thereto and referred to therein dated as of October 21, 2011 (filed as Exhibit 10.134 to the Company's Form 10-Q dated September 30, 2011 and incorporated herein by reference).
     
10.83
  
Fourth Amended and Restated Revolving Credit Agreement dated as of July 16, 2013 among Mack Cali Realty, L.P., as borrower, Mack-Cali Realty Corporation, as guarantor, and JPMorgan Chase Bank, N.A., as administrative agent and the several Lenders party thereto, as lenders (filed as Exhibit 10.1 to the Company's Form 8-K dated July 16, 2013 and incorporated herein by reference).
     
10.84
  
Multi-Year Restricted Stock Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
     





 
124
 



     
     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
10.85
  
Multi-Year Restricted Stock Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.2 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
     
10.86
  
Multi-Year Restricted Stock Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.3 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
     
10.87
  
Amended and Restated TSR-Based Performance Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company's Form 8-K dated June 12, 2013 and incorporated herein by reference).
     
10.88
  
Amended and Restated TSR-Based Performance Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.2 to the Company's Form 8-K dated June 12, 2013 and incorporated herein by reference).
     
10.89
  
Amended and Restated TSR-Based Performance Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.3 to the Company's Form 8-K dated June 12, 2013 and incorporated herein by reference).
     
10.90
  
Deferred Retirement Compensation Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.7 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
     
10.91
  
Deferred Retirement Compensation Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.8 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
     
10.92
  
Deferred Retirement Compensation Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.9 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
     
10.93
  
Form of Restricted share Award Agreement effective December 10, 2013 by and between Mack-Cali Realty Corporation and each of Mitchell E. Hersh, Barry Lefkowitz, Roger W. Thomas and Anthony Krug (filed as Exhibit 10.1 to the Company's Form 8-K dated December 10, 2013 and incorporated herein by reference).
     
10.94
  
Form of Restricted Share Award Agreement effective December 10, 2013 by and between Mack-Cali Realty Corporation and each of William L. Mack, Alan S. Bernikow, Kenneth M. Duberstein, Nathan Gantcher, David S. Mack, Alan G. Philibosian, Dr. Irvin D. Reid, Vincent Tese and Roy J. Zuckerberg (filed as Exhibit 10.2 to the Company's Form 8-K dated December 10, 2013 and incorporated herein by reference).
     
10.95
  
Form of Restricted Share Award Agreement effective December 9, 2014 by and between Mack-Cali Realty Corporation and each of William L. Mack, Alan S. Bernikow, Kenneth M. Duberstein, Nathan Gantcher, Jonathan Litt, David S. Mack, Alan G. Philibosian, Dr. Irvin D. Reid, Vincent Tese and Roy J. Zuckerberg (filed as Exhibit 10.1 to the Company’s Form 8-K dated December 9, 2014 and incorporated herein by reference).
     
10.96
  
Membership Interest and Asset Purchase Agreement, dated as of October 8, 2012 (the "Purchase Agreement"), by and among Mack-Cali Realty, L.P., Mack-Cali Realty Corporation, Mack-Cali Realty Acquisition Corp., Roseland Partners, L.L.C., and, for the limited purposes stated in the Purchase Agreement, each of Marshall B. Tycher, Bradford R. Klatt and Carl Goldberg (filed as Exhibit 10.1 to the Company's Form 8-K dated October 8, 2012 and incorporated herein by reference).
     
10.97
  
Purchase and Sale Agreement, dated as of January 17, 2013 by and between Overlook Ridge Phase I, L.L.C., Overlook Ridge Phase IB, L.L.C. and Mack-Cali Realty Acquisition Corp. (filed as Exhibit 10.1 to the Company's Form 8-K dated January 17, 2012 and incorporated herein by reference)




 
125
 



     
     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
10.98
  
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Mack-Cali Pennsylvania Realty Associates, L.P., as seller, and Westlakes KPG III, LLC and Westlakes Land KPG III, LLC, as purchasers (filed as Exhibit 10.1 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
     
10.99
  
Agreement of Sale and Purchase dated as of July 15, 2013 by and between M-C Rosetree Associates, L.P., as seller, and Rosetree KPG III, LLC and Rosetree Land KPG III, LLC, as purchasers (filed as Exhibit 10.2 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
     
10.100
  
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Mack-Cali-R Company No. 1 L.P., as seller, and Plymouth Meeting KPG III, LLC, as purchaser (filed as Exhibit 10.3 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
     
10.101
  
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Stevens Airport Realty Associates L.P., as seller, and Airport Land KPG III, LLC, as purchaser (filed as Exhibit 10.4 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
     
10.102
  
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Mack-Cali Airport Realty Associates L.P., as seller, and 100 Airport KPG III, LLC, 200 Airport KPG III, LLC and 300 Airport KPG III, LLC, as purchasers (filed as Exhibit 10.5 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
     
10.103
  
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Mack-Cali Property Trust, as seller, and 1000 Madison KPG III, LLC, as purchaser (filed as Exhibit 10.6 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
     
10.104
  
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Monument 150 Realty L.L.C., as seller, and Monument KPG III, LLC, as purchaser (filed as Exhibit 10.7 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
     
10.105
  
Agreement of Sale and Purchase dated as of July 15, 2013 by and between 4 Sentry Realty L.L.C. and Five Sentry Realty Associates L.P., as sellers, and Four Sentry KPG, LLC and Five Sentry KPG III, LLC, as purchasers (filed as Exhibit 10.8 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
     
10.106
  
Agreement of Sale and Purchase dated as of February 24, 2014 by and between Talleyrand Realty Associates, L.L.C., as seller, and H'Y2 Talleyrand, LLC, as purchaser (filed as Exhibit 10.1 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
     
10.107
  
Agreement of Sale and Purchase dated as of February 24, 2014 by and between 400 Chestnut Realty L.L.C., as seller, and H'Y2 400 Chestnut Ridge, LLC, as purchaser (filed as Exhibit 10.2 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
     
10.108
  
Agreement of Sale and Purchase dated as of February 24, 2014 by and between 470 Chestnut Realty L.L.C., as seller, and H'Y2 470 Chestnut Ridge, LLC, as purchaser (filed as Exhibit 10.3 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
     
10.109
  
Agreement of Sale and Purchase dated as of February 24, 2014 by and between 530 Chestnut Realty L.L.C., as seller, and H'Y2 530 Chestnut Ridge, LLC, as purchaser (filed as Exhibit 10.4 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).






 
126
 





     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
10.110
  
Agreement of Sale and Purchase dated as of February 24, 2014 by and between Mack-Cali Taxter Associates, L.L.C., as seller, and H'Y2 Taxter, LLC, as purchaser (filed as Exhibit 10.5 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
     
10.111
  
Agreement of Sale and Purchase dated as of February 24, 2014 by and between Mack-Cali CW Realty Associates, L.L.C., as seller, and H'Y2 570 Taxter, LLC, as purchaser (filed as Exhibit 10.6 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
     
10.112
  
Agreement of Sale and Purchase dated as of February 24, 2014 by and between 1717 Realty Associates L.L.C., as seller, and H'Y2 Ruote 208, LLC, as purchaser (filed as Exhibit 10.7 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
     
10.113
  
Agreement of Sale and Purchase dated as of February 24, 2014 by and between Knightsbridge Realty L.L.C., as seller, and H'Y2 400 Knightsbridge, LLC, as purchaser (filed as Exhibit 10.8 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
     
10.114
  
Agreement of Sale and Purchase dated as of February 24, 2014 by and between Kemble Plaza II Realty L.L.C., as seller, and H'Y2 400 Mt Kemble, LLC, as purchaser (filed as Exhibit 10.9 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
     
10.115
  
Agreement of Sale and Purchase dated as of February 24, 2014 by and between 1266 Soundview Realty L.L.C., as seller, and H'Y2 Stamford, LLC, as purchaser (filed as Exhibit 10.10 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
     
10.116
  
Agreement dated February 28, 2014 by and among Mack-Cali Realty Corporation, Land & Buildings Capital Growth Fund, L.P., Land & Buildings Investment Management,LLC and Jonathan Litt (filed as Exhibit 10.116 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference).
     
10.117
  
Settlement and General Release Agreement dated March 1, 2014 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.117 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference).
     
10.118
  
Settlement and General Release Agreement dated March 1, 2014 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.118 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference).
     
10.119
  
Restricted share Award Agreement effective March 19, 2014 by and between Mack-Cali Realty Corporation and Anthony Krug (filed as Exhibit 10.1 to the Company's Form 8-K dated March 21, 2014 and incorporated herein by reference).
     
10.120
  
Separation Agreement dated July 18, 2014 by and between Roseland Management Services, L.P. and Bradford R. Klatt (filed as Exhibit 10.122 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by reference).
     
     
10.121
  
Separation Agreement dated July 18, 2014 by and between Roseland Management Services, L.P. and Carl Goldberg (filed as Exhibit 10.123 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by reference).
     
10.122
  
Amendment to Membership Interest and Asset Purchase Agreement, dated as of July 18, 2014, by and among Mack-Cali Realty, L.P., Mack-Cali Realty Corporation, Mack-Cali Realty Acquisition Corp., Canoe Brook Investors, L.L.C. (formerly known as Roseland Partners, L.L.C.), Marshall B. Tycher, Bradford R. Klatt and Carl Goldberg (filed as Exhibit 10.124 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by reference).




 
127
 



     
     
Exhibit 
    
Number
  
                                                                 Exhibit Title
     
10.123
  
Consulting Agreement dated July 18, 2014 by and between Roseland Management Services, L.P. and Carl Goldberg and Devra Goldberg (filed as Exhibit 10.125 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by reference).
     
10.124
  
Separation Agreement dated November 4, 2014 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 4, 2014 and incorporated herein by reference).
     
10.125
  
Severance Agreement dated March 4, 2015 by and between Anthony Krug and Mack-Cali Realty Corporation (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 4, 2015 and incorporated herein by reference).
     
10.126
  
Severance Agreement dated March 4, 2015 by and between Gary T. Wagner and Mack-Cali Realty Corporation  (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 4, 2015 and incorporated herein by reference).
     
10.127
  
Employment Agreement dated June 3, 2015 by and between Mitchell E. Rudin and Mack-Cali Realty Corporation (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 3, 2015 and incorporated herein by reference).
     
10.128
  
Employment Agreement dated June 3, 2015 by and between Michael J. DeMarco and Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 3, 2015 and incorporated herein by reference).
     
10.129
  
Indemnification Agreement dated June 3, 2015 by and between Mitchell E. Rudin and Mack-Cali Realty Corporation (filed as Exhibit 10.129 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and incorporated herein by reference).
     
10.130
  
Indemnification Agreement dated June 3, 2015 by and between Michael J. DeMarco and Mack-Cali Realty Corporation (filed as Exhibit 10.130 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and incorporated herein by reference).
     
10.131
  
Indemnification Agreement dated September 22, 2015 by and between Marshall B. Tycher and Mack-Cali Realty Corporation (filed as Exhibit 10.131 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and incorporated herein by reference).
     
10.132
  
Employment Agreement dated October 23, 2012 by and between Marshall B. Tycher and Mack-Cali Realty Corporation  (filed as Exhibit 10.132 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and incorporated herein by reference).
     
10.133
  
Indemnification Agreement dated June 10, 2013 by and between Ricardo Cardoso and Mack-Cali Realty Corporation  (filed as Exhibit 10.133 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and incorporated herein by reference).
     
10.134
  
Term Loan Agreement dated as of January 7, 2016 among Mack Cali Realty, L.P., as borrower, Mack-Cali Realty Corporation, as guarantor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities LLC as joint lead arrangers and joint bookrunners, Bank of American, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and Capital One, National Association, as syndication agents, U.S. Bank National Association, as documentation agent, and the several Lenders party thereto, as lenders (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 6, 2016 and incorporated herein by reference).
     
     

 
128
 


Exhibit 
    
Number
  
                                                                 Exhibit Title
     
10.135
  
International Swaps and Derivatives Association, Inc. 2002 Master Agreement dated as of December 30, 2015 by and between Capital One, National Association and Mack-Cali Realty, L.P. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 6, 2016 and incorporated herein by reference).
     
10.136
  
International Swaps and Derivatives Association, Inc. 2002 Master Agreement dated as of January 4, 2016 by and between Citibank, N.A. and Mack-Cali Realty, L.P. (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated January 6, 2016 and incorporated herein by reference).
     
10.137
  
International Swaps and Derivatives Association, Inc. 2002 Master Agreement dated as of January 6, 2016 by and between Comerica Bank and Mack-Cali Realty, L.P. (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated January 6, 2016 and incorporated herein by reference).
     
10.138
  
International Swaps and Derivatives Association, Inc. 2002 Master Agreement dated as of January 5, 2016 by and between PNC Bank, National Association and Mack-Cali Realty, L.P. (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K dated January 6, 2016 and incorporated herein by reference).
     
10.139
  
International Swaps and Derivatives Association, Inc. 2002 Master Agreement dated as of December 21, 2015 by and between U.S. Bank National Association and Mack-Cali Realty, L.P. (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K dated January 6, 2016 and incorporated herein by reference).
     
12.1*
  
Calculation of Ratios of Earnings to Fixed Charges.
     
12.2*
  
Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Security Dividends.
     
21.1*
  
Subsidiaries of the Company.
     
23.1*
  
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
     
31.1*
  
Certification of the Company’s Chief Executive Officer, Mitchell E. Rudin, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2*
  
Certification of the Company’s President and Chief Operating Officer, Michael J. DeMarco, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.3*
  
Certification of the Company’s  Chief Financial Officer, Anthony Krug, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1*
  
Certification of the Company’s Chief Executive Officer, Mitchell E. Rudin, the Company’s President and Chief Operating Officer, Michael J. DeMarco and the Company’s Chief Financial Officer, Anthony Krug, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.1*
  
The following financial statements from Mack-Cali Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015 formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statement of Changes in Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements. 
     
* filed herewith


 
129
 

ex121corp.htm
 
 
 


Exhibit 12.1

MACK-CALI REALTY CORPORATION
 CALCULATION OF RATIOS OF EARNINGS TO FIXED CHARGES

 (DOLLAR AMOUNTS IN THOUSANDS)

Mack-Cali Realty Corporation's ratios of earnings to fixed charges for each of the five years ended December 31, 2015 were as follows:


 
For the Year Ended December 31,
 
2015
2014
2013
2012
2011
EARNINGS:
          
ADD:
          
Income (loss) from continuing operations before
          
noncontrolling interest and equity in
          
earnings from unconsolidated joint ventures
$ (138,880)
$   33,814
$ ( 87,359)
$   33,477
$   57,477
Fixed charges (see calculation below)
119,403
128,483
136,721
126,516
125,074
Amortization of capitalized interest
2,774
2,440
2,154
1,981
1,913
Distributed income of unconsolidated joint ventures
5,644
11,213
8,485
3,990
3,301
SUBTRACT:
          
Capitalized interest
(16,217)
(15,470)
(12,885)
(4,342)
(1,081)
TOTAL EARNINGS:
$   (27,276)
$ 160,480
$   47,116
$ 161,622
$ 186,684
FIXED CHARGES:
          
Interest expense (includes amortization of deferred financing costs)
$  103,051
$ 112,878
$ 123,701
$ 122,039
$ 123,858
Capitalized interest
16,217
15,470
12,885
4,342
1,081
Interest portion (33 percent) of ground rents on land leases
135
135
135
135
135
TOTAL FIXED CHARGES:
$  119,403
$ 128,483
$ 136,721
$ 126,516
$ 125,074
RATIO OF EARNINGS TO FIXED CHARGES
            (a)
           1.2
            (a)
           1.3
           1.5
     
 
    
(a) Deficiency of earnings to cover fixed charges for the years ended December 31, 2015 and 2013, respectively
 
$ (146,679)
-
$  (89,605)
-
-
           
           
           


 
 
 

ex122corp.htm
 
 
 


Exhibit 12.2

MACK-CALI REALTY CORPORATION
 CALCULATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND
 PREFERRED SECURITY DIVIDENDS

 (DOLLAR AMOUNTS IN THOUSANDS)

Mack-Cali Realty Corporation's ratios of earnings to combined fixed charges and preferred security dividends for each of the five years ended December 31, 2015 were as follows:


 
For the Year Ended December 31,
 
2015
2014
2013
2012
2011
EARNINGS:
          
ADD:
          
Income (loss) from continuing operations before
          
noncontrolling interest and equity in
          
earnings from unconsolidated joint ventures
$ (138,880)
$   33,814
$ ( 87,359)
$   33,477
$   57,477
Fixed charges (see calculation below)
119,403
128,483
136,721
126,516
125,074
Amortization of capitalized interest
2,774
2,440
2,154
1,981
1,913
Distributed income of unconsolidated joint ventures
5,644
11,213
8,485
3,990
3,301
SUBTRACT:
          
Capitalized interest
(16,217)
(15,470)
(12,885)
(4,342)
(1,081)
TOTAL EARNINGS:
$   (27,276)
$ 160,480
$   47,116
$ 161,622
$ 186,684
FIXED CHARGES:
          
Interest expense (includes amortization of deferred financing costs)
$  103,051
$ 112,878
$ 123,701
$ 122,039
$ 123,858
Capitalized interest
16,217
15,470
12,885
4,342
1,081
Interest portion (33 percent) of ground rents on land leases
135
135
135
135
135
TOTAL FIXED CHARGES:
$  119,403
$ 128,483
$ 136,721
$ 126,516
$ 125,074
Preferred stock dividends
-
-
-
-
1,736
TOTAL COMBINED FIXED CHARGES AND PREFERRED
          
SECURITY DIVIDENDS:
$  119,403
$ 128,483
$ 136,721
$ 126,516
$ 126,810
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
          
PREFERRED SECURITY DIVIDENDS:
           (a)
           1.2
           (a)
           1.3
           1.5
           
(a) Deficiency of earnings to cover combined fixed charges and preferred security dividends for the years ended December 31, 2015 and 2013, respectively.
$ (146,679)
-
$  (89,605)
-
-


 
 
 

ex211corp.htm
 
 
 


 
 
 

EXHIBIT 21.1

MACK-CALI REALTY CORPORATION
 
Subsidiary
  
State of Incorporation
or Organization
1 COMMERCE REALTY L.L.C.
  
NJ
1 EXECUTIVE REALTY L.L.C.
  
NJ
1 WATER STREET L.L.C.
  
NY
2 COMMERCE REALTY L.L.C.
  
NJ
2 EXECUTIVE REALTY L.L.C.
  
NJ
2 PARAGON REALTY L.L.C.
  
DE
2 TWOSOME REALTY L.L.C.
  
NJ
2 INDEPENDENCE SPE LLC
  
DE
3 CAMPUS REALTY LLC
  
DE
3 ODELL REALTY L.L.C.
  
NY
3 PARAGON REALTY L.L.C.
  
DE
3 SYLVAN HOLDING, L.L.C.
  
NJ
3 SYLVAN REALTY L.L.C.
  
NJ
4 GATEHALL REALTY L.L.C.
  
NJ
4 PARAGON REALTY L.L.C.
  
NJ
4 SENTRY HOLDING L.L.C.
  
DE
4 SENTRY REALTY L.L.C.
  
DE
4 BECKER SPE LLC
  
DE
4 SYLVAN SPE LLC
  
DE
5 WOOD HOLLOW REALTY, L.L.C.
  
NJ
5 BECKER SPE LLC
  
DE
5/6 SKYLINE REALTY L.L.C.
  
NY
6 BECKER SPE LLC
  
DE
6 PARSIPPANY L.L.C.
  
NJ
9 CAMPUS REALTY L.L.C.
  
NJ
10 INDEPENDENCE SPE LLC
  
DE
11 COMMERCE DRIVE ASSOCIATES L.L.C.
  
NJ
12 SKYLINE ASSOCIATES L.L.C.
  
NY
12 VREELAND REALTY LLC
  
DE
14/16 SKYLINE REALTY L.L.C.
  
NY
14 COMMERCE REALTY L.L.C.
  
NJ
14 SYLVAN REALTY L.L.C.
  
NJ
20 COMMERCE DRIVE ASSOCIATES L.L.C.
  
NJ
20 WATERVIEW SPE LLC
  
DE
25 COMMERCE REALTY, L.L.C.
  
NJ
30 TWOSOME REALTY L.L.C.
  
NJ
31 TWOSOME REALTY L.L.C.
  
NJ
35 WATERVIEW HOLDING L.L.C.
  
DE
35 WATERVIEW SPE LLC
  
DE
40 TWOSOME REALTY L.L.C.
  
NJ
41 TWOSOME REALTY L.L.C.
  
NJ
50 TWOSOME REALTY L.L.C.
  
NJ
55 CORPORATE PARTNERS L.L.C.
  
DE
 
 
 
 
 
 
 
 
Subsidiary
  
State of Incorporation
or Organization
55 CORPORATE REALTY L.L.C.
  
DE
75 LIVINGSTON SPE LLC
  
DE
85 LIVINGSTON SPE LLC
  
DE
97 FORSTER REALTY L.L.C.
  
NJ
100 WILLOWBROOK REALTY L.L.C.
  
DE
101 COMMERCE REALTY L.L.C.
  
NJ
101 EXECUTIVE REALTY L.L.C.
  
NJ
101 HUDSON STREET ASSOCIATES
  
NJ
101 HUDSON URBAN RENEWAL ASSOCIATES
  
NJ
101 HUDSON LEASING ASSOCIATES
  
NJ
102 EXECUTIVE REALTY L.L.C.
  
NJ
120 PASSAIC STREET L.L.C.
  
NJ
150 MAIN STREET, L.L.C.
  
DE
201 COMMERCE REALTY L.L.C.
  
NJ
201 WILLOWBROOK FUNDING L.L.C.
  
NJ
210 CLAY SPE LLC
  
DE
225 CORPORATE REALTY L.L.C.
  
NY
225 EXECUTIVE REALTY L.L.C.
  
NJ
233 CANOE BROOK ASSOCIATES L.L.C.
  
NJ
300 HORIZON REALTY L.L.C.
  
NJ
300 TICE REALTY ASSOCIATES L.L.C.
  
NJ
343 THORNALL HOLDING L.L.C.
  
DE
343 THORNALL SPE LLC
  
DE
395 W. PASSAIC L.L.C.
  
NJ
400 CHESTNUT REALTY L.L.C.
  
NJ
461 FROM REALTY L.L.C.
  
NJ
470 CHESTNUT REALTY L.L.C.
  
NJ
500 COLUMBIA TURNPIKE ASSOCIATES L.L.C.
  
NJ
530 CHESTNUT REALTY L.L.C.
  
NJ
600 HORIZON CENTER L.L.C.
  
NJ
600 PARSIPPANY ASSOCIATES L.L.C.
  
NJ
701 2ND ST WDC MEMBER L.L.C.
  
DC
1256 N. CHURCH REALTY L.L.C.
  
NJ
1266 SOUNDVIEW REALTY L.L.C.
  
CT
1280 WALL SPE LLC
  
DE
1507 LANCER REALTY L.L.C.
  
NJ
1717 REALTY ASSOCIATES L.L.C.
  
NJ
ALTERRA I L.L.C.
  
DE
ALTERRA II L.L.C.
  
DE
ANDORVER PLACE APTS. L.L.C.
  
DE
BA ROSELAND L.L.C.
  
DE
BMP MOORESTOWN REALTY L.L.C.
  
NJ
BMP SOUTH REALTY L.L.C.
  
NJ
BRIDGE PLAZA REALTY ASSOCIATES L.L.C.
  
NJ
C.W. ASSOCIATES L.L.C.
  
NJ
CAL-HARBOR II & III URBAN RENEWAL ASSOCIATES L.P.
  
NJ
CAL-HARBOR IV URBAN RENEWAL ASSOCIATES L.P.
  
NJ
CAL-HARBOR V LEASING ASSOCIATES L.L.C.
  
NJ
CAL-HARBOR V URBAN RENEWAL ASSOCIATES L.P.
  
NJ
CAL-HARBOR VI URBAN RENEWAL ASSOCIATES L.P.
  
NJ
CAL-HARBOR VII LEASING ASSOCIATES L.L.C.
  
NJ
CAL-HARBOR VII URBAN RENEWAL ASSOCIATES L.P.
  
NJ
CAL-HARBOR SO. PIER URBAN RENEWAL ASSOCIATES L.P.
  
NJ
CALI HARBORSIDE (FEE) ASSOCIATES L.P.
  
NJ
 
 
 
 
 
 
 
 
 
Subsidiary
  
State of Incorporation
or Organization
CCMA NOMINEE L.L.C.
  
NJ
CENTURY PLAZA ASSOCIATES L.L.C.
  
NJ
CHAI JV MEMBER L.L.C.
  
VA
CLEARBROOK ROAD ASSOCIATES L.L.C.
  
NY
COLLEGE ROAD REALTY L.L.C.
  
NJ
COMMERCENTER REALTY ASSOCIATES L.L.C.
  
NJ
CROSS WESTCHESTER REALTY ASSOCIATES L.L.C.
  
NY
CURTIS CENTER I MEZZ A L.L.C.
  
DE
CURTIS CENTER I MEZZ B L.L.C.
  
DE
CURTIS CENTER I MEZZ C L.L.C.
  
DE
CURTIS CENTER II MEZZ D L.L.C.
  
DE
CURTIS CENTER II MEZZ E L.L.C.
  
DE
CURTIS CENTER II MEZZ F L.L.C.
  
DE
CURTIS CENTER TIC I L.L.C.
  
DE
CURTIS CENTER TIC II L.L.C.
  
DE
CWLT ROSELAND EXCHANGE L.L.C.
  
NJ
ELEVENTH SPRINGHILL LAKE ASSOCIATES, LLC
  
MD
ELMSFORD REALTY ASSOCIATES L.L.C.
  
NY
EMPIRE STATE CAFÉ LICENSING L.L.C.
  
NY
EMPIRE STATE FUNDING L.L.C.
  
DE
EMPIRE STATE VEHICLE LEASING L.L.C.
  
NY
EPSTEINS B 40 PARK ROSEWOOD UNIT L.L.C.
  
NJ
EPSTEINS B METROPOLITAN UNIT, L.L.C.
  
NJ
EPSTEINS B RENTALS, L.L.C.
  
NJ
EPSTEINS C LOFTS, LLC
  
NJ
FIVE SENTRY REALTY ASSOCIATES L.P.
  
PA
FOURTEENTH SPRINGHILL LAKE ASSOCIATES L.L.C.
  
DE
GALE ONC ASSOCIATES, L.L.C.
  
DE
GALE SLG NJ GP LLC
  
DE
GALE SLG NJ MEZZ LLC
  
DE
GALE SLG NJ OPERATING PARTNERSHIP, L.P.
  
DE
GARDEN STATE CAFÉ LICENSING L.L.C.
  
NJ
GARDEN STATE VEHICLE LEASING L.L.C.
  
NJ
GRAND JERSEY WATERFRONT URBAN RENEWAL L.L.C.
  
NJ
GREENBELT GKA REALTY LLC
  
MD
GREENBELT I-1 REALTY LLC
  
MD
GREENBELT L REALTY LLC
  
MD
GREENBELT/SPRINGHILL LAKE ASSOCIATES L.L.C.
  
MD
HANOVER 3201 REALTY L.L.C.
  
NJ
HANOVER HOSPITALITY CORP.
  
NJ
HARBORSIDE HOSPITALITY CORP.
  
NJ
HARBORSIDE UNIT A URBAN RENEWAL, L.L.C.
  
NJ
HILLSBOROUGH 206 HOLDINGS L.L.C.
  
NJ
HORIZON CENTER REALTY ASSOCIATES L.L.C.
  
NJ
JUMPING BROOK REALTY ASSOCIATES L.L.C.
  
NJ
KEMBLE PLAZA II REALTY L.L.C.
  
NJ
KNIGHTSBRIDGE REALTY L.L.C.
  
NJ
LINWOOD REALTY L.L.C.
  
NJ
LITTLETON REALTY ASSOCIATES L.L.C.
  
NJ
LR OVERLOOK PHASE III L.L.C.
  
DE
M-C 101 HUDSON ASSOCIATES L.L.C.
  
NJ
M-C 125 BROAD A L.L.C.
  
DE
M-C 125 BROAD C L.L.C.
  
DE
M-C 2 SOUTH GOLD L.L.C.
  
NJ
 
 
 
 
 
 
 
 
 
 
Subsidiary
  
State of Incorporation
or Organization
M-C 3 AAA L.L.C.
  
NJ
M-C 3 CAMPUS, LLC
  
DE
M-C 5 AAA L.L.C.
  
NJ
M-C 6 AAA L.L.C.
  
NJ
M-C CAPITOL ASSOCIATES L.L.C.
  
DE
M-C CHURCH REALTY L.L.C.
  
NJ
M-C CONSTRUCTION SERVICES L.L.C.
  
NJ
M-C HARBORSIDE PROMENADE LLC
  
NJ
M-C HARSIMUS PARTNERS L.L.C.
  
NJ
M-C HUDSON LLC
  
NJ
M-C LENOLA REALTY L.L.C.
  
NJ
M-C NEWARK L.L.C.
  
DE
M-C PENN MANAGEMENT TRUST
  
MD
M-C PLAZA II & III LLC
  
NJ
M-C PLAZA IV LLC
  
NJ
M-C PLAZA V LLC
  
NJ
M-C PLAZA VI & VII LLC
  
NJ
M-C PROPERTIES CO. REALTY L.L.C.
  
NJ
M-C RED BANK REALTY L.L.C.
  
NJ
M-C VREELAND, LLC
  
DE
MACK-CALI ADVANTAGE SERVICES CORPORATION
  
DE
MACK-CALI B PROPERTIES, L.L.C.
  
NJ
MACK-CALI BRIDGEWATER REALTY, L.P.
  
NJ
MACK-CALI BUILDING V ASSOCIATES L.L.C.
  
NJ
MACK-CALI CAMPUS REALTY L.L.C.
  
NJ
MACK-CALI CHESTNUT RIDGE, L.L.C.
  
NJ
MACK-CALI CW REALTY ASSOCIATES L.L.C.
  
NY
MACK-CALI D.C. MANAGEMENT CORP
  
DE
MACK-CALI E-COMMERCE L.L.C.
  
DE
MACK-CALI EAST LAKEMONT L.L.C.
  
NJ
MACK-CALI F PROPERTIES L.P.
  
NJ
MACK-CALI FACILITY, LLC
  
NJ
MACK-CALI FREEHOLD L.L.C.
  
NJ
MACK-CALI HARBORSIDE UNIT A L.L.C.
  
NJ
MACK-CALI HOLMDEL L.L.C.
  
DE
MACK-CALI JOHNSON ROAD L.L.C.
  
NJ
MACK-CALI MANAGEMENT L.L.C.
  
DE
MACK-CALI MID-WEST REALTY ASSOCIATES L.L.C.
  
NY
MACK-CALI MORRIS REALTY L.L.C.
  
NJ
MACK-CALI PLAZA I L.L.C.
  
NJ
MACK-CALI PROPERTIES CO.
  
NJ
MACK-CALI PROPERTY TRUST
  
MD
MACK-CALI REALTY ACQUISITION CORP.
  
DE
MACK-CALI REALTY CONSTRUCTION CORPORATION
  
NJ
MACK-CALI REALTY, L.P.
  
DE
MACK-CALI SERVICES, INC.
  
NJ
MACK-CALI SHORT HILLS L.L.C.
  
NJ
MACK-CALI SO. WEST REALTY ASSOCIATES L.L.C.
  
NY
MACK-CALI SPRINGING L.L.C.
  
DE
MACK-CALI SUB I, INC.
  
DE
MACK-CALI SUB III, INC.
  
DE
MACK-CALI SUB VI, INC.
  
DE
MACK-CALI SUB X, INC.
  
DE
MACK-CALI SUB XI, INC.
  
DE
 
 
 
 
 
 
 
 
 
Subsidiary
  
State of Incorporation
or Organization
MACK-CALI SUB XV TRUST
  
MD
MACK-CALI SUB XVII, INC.
  
DE
MACK-CALI TAXTER ASSOCIATES L.L.C.
  
NY
MACK-CALI TC L.L.C.
  
DE
MACK-CALI TEXAS PROPERTY L.P.
  
TX
MACK-CALI TRS HOLDING CORPORATION
  
DE
 MACK-CALI WOODBRIDGE L.L.C.
  
NJ
MACK-CALI WP REALTY ASSOCIATES L.L.C.
  
NY
MACK-CALI-R COMPANY NO. 1 L.P.
  
NJ
MACK-GREEN-GALE L.L.C.
  
DE
MAIN-MARTINE MAINTENANCE CORP.
  
NY
MAPLE 4 CAMPUS REALTY L.L.C.
  
NJ
MAPLE 6 CAMPUS REALTY L.L.C.
  
NJ
MARBELLA LAND HOLDING, L.L.C.
  
NJ
MARBELLA TOWER ASSOCIATES L.L.C.
  
NJ
MARBELLA TOWER ASSOCIATES SOUTH, L.L.C.
  
NJ
MARBELLA TOWER URBAN RENEWAL ASSOCIATES, L.L.C.
  
NJ
MARBELLA TOWER URBAN RENEWAL ASSOCIATES SOUTH, L.L.C.
  
NJ
MC 55 CORPORATE DRIVE L.L.C.
  
DE
MC 55 CORPORATE MANAGER L.L.C.
  
DE
MC 100 IMW HOLDING L.P.
  
DE
MC CURTIS CENTER INVESTOR L.L.C.
  
DE
MC AIRPORT HOLDING L.P.
  
PA
MC FREE WI-FI L.L.C.
  
NJ
MC HUDSON HOLDING L.L.C.
  
NJ
MC HUDSON REALTY L.L.C.
  
NJ
MC KEMBLE HOLDING L.L.C.
  
DE
MC MC-KPG-I PUBLIC LEDGER, LLC
  
DE
MC MADISON HOLDING L.P.
  
PA
MC MONUMENT APARTMENT L.P.
  
PA
MC MONUMENT HOLDING L.P.
  
PA
MC ONE RIVER GENERAL L.L.C.
  
NJ
MC ONE RIVER LIMITED L.L.C.
  
NJ
MC OPM HOLDING L.P.
  
PA
MC PARSIPPANY HOSPITALITY CORP.
  
NJ
MC PORT IMPERIAL HOTEL L.L.C.
  
NJ
MC PORT IMPERIAL HOTEL TRS L.L.C.
  
NJ
MCPRC LLC
  
NJ
MC RICHMOND NB L.L.C.
  
NJ
MC RIVERWATCH NB L.L.C.
  
NJ
MC ROSELAND CRYSTAL LAKE L.L.C.
  
DE
MC ROSELAND EPSTEINS L.L.C.
  
DE
MC ROSELAND HILLSBOROUGH L.L.C.
  
DE
MC ROSELAND JERSEY CITY II L.L.C.
  
DE
MC ROSELAND MA HOLDINGS L.L.C.
  
DE
MC ROSELAND MARBELLA SOUTH L.L.C.
  
DE
MC ROSELAND MONACO L.L.C.
  
DE
MC ROSELAND NJ HOLDINGS L.L.C.
  
DE
MC ROSELAND NORTH RETAIL L.L.C.
  
DE
MC ROSELAND NY HOLDINGS L.L.C.
  
DE
MC ROSELAND PORT IMPERIAL 11, LLC
  
NJ
MC ROSELAND PORT IMPERIAL 13, L.L.C.
  
NJ
MC ROSELAND PORT IMPERIAL SOUTH 15 L.L.C.
  
DE
 
 
 
 
 
 
 
 
 
Subsidiary
  
State of Incorporation
or Organization
MC ROSELAND PORTSIDE AT PIER ONE L.L.C.
  
DE
MC ROSELAND PORTSIDE L.L.C.
  
DE
MC ROSELAND TRS OPERATING L.L.C.
  
DE
MC ROSELAND VA HOLDINGS L.L.C.
  
DE
MC ROSELAND WASHINGTON STREET, L.P.
  
DE
MC ROSELAND WATERFRONT PARTNERS L.L.C.
  
DE
MC ROSELAND WORCESTER L.L.C.
  
DE
MC ROSETREE HOLDING L.P.
  
PA
MC SENTRY HOLDING L.P.
  
PA
MC WESTLAKES HOLDING L.P.
  
PA
MCPT TRS HOLDING CORPORATION
  
DE
MCPT TRUST
  
DE
MCRC TRUST
  
DE
METROVIEW 333 REALTY L.L.C.
  
NJ
MID-WEST MAINTENANCE CORP.
  
NY
MID-WESTCHESTER REALTY ASSOCIATES L.L.C.
  
NY
MOACO HOLDINGS, L.L.C.
  
NJ
MONACO NORTH URBAN RENEWAL L.L.C.
  
NJ
MONACO SOUTH URBAN RENEWAL L.L.C.
  
NJ
MONMOUTH/ATLANTIC REALTY ASSOCIATES L.L.C.
  
NJ
MORRISTOWN EPSTEINS, L.L.C.
  
NJ
MOUNT AIRY REALTY ASSOCIATES L.L.C.
  
NJ
MOUNTAINVIEW REALTY L.L.C.
  
NJ
NEWARK CENTER HOLDING L.L.C.
  
DE
NUTMEG STATE CAFÉ LICENSING L.L.C.
  
CT
OFFICE ASSOCIATES L.L.C.
  
NJ
ONE CAMPUS ASSOCIATES, L.L.C.
  
DE
ONE GRANDE SPE L.L.C.
  
DE
ONE RIVER ASSOCIATES
  
NJ
ONE SYLVAN REALTY, L.L.C.
  
NJ
OPM FUNDING L.L.C.
  
NJ
OVERLOOK RIDGE L.L.C.
  
DE
OVERLOOK RIDGE CHASE II L.L.C.
  
DE
OVERLOOK RIDGE JV, L.L.C.
  
DE
OVERLOOK RIDGE JV 2C/3B, L.L.C.
  
DE
PALLADIUM REALTY L.L.C.
  
NJ
PARK SQUARE TIC L.L.C.
  
NJ
PARSIPPANY 4/5 REALTY L.L.C.
  
NJ
PARSIPPANY 202 REALTY L.L.C.
  
NJ
PARSIPPANY HANOVER REALTY II L.L.C.
  
NJ
PHELAN REALTY ASSOCIATES L.P.
  
CA
PLAZA VIII & IX ASSOCIATES L.L.C.
  
NJ
PORT IMPERIAL NORTH RETAIL, L.L.C.
  
NJ
PORT IMPERIAL SOUTH 11, L.L.C.
  
NJ
PORT IMPERIAL SOUTH 11 HOLDING, L.L.C.
  
NJ
PORT IMPERIAL SOUTH 11 URBAN RENEWAL, L.L.C.
  
NJ
PORT IMPERIAL SOUTH 1/3 GARAGE, L.L.C.
  
NJ
PORT IMPERIAL SOUTH 1/3 HOLDING, L.L.C.
  
NJ
PORT IMPERIAL SOUTH 1/3 RETAIL L.L.C.
  
NJ
PORT IMPERIAL SOUTH 13, L.L.C.
  
NJ
PORT IMPERIAL SOUTH 13 URBAN RENEWAL, L.L.C.
  
NJ
PORT IMPERIAL SOUTH 15, L.L.C.
  
NJ
PORT IMPERIAL SOUTH 4/5 HOLDING, L.L.C.
  
NJ
PORT IMPERIAL SOUTH, L.L.C.
  
NJ
 
 
 
 
 
 
 
 
 
Subsidiary
  
State of Incorporation
or Organization
PORT IMPERIAL SOUTH 4/5 GARAGE L.L.C.
  
NJ
PORT IMPERIAL SOUTH 4/5 RETAIL L.L.C.
  
NJ
PORTSIDE 1/4 L.L.C.
  
DE
PORTSIDE 5/6, L.L.C.
  
DE
PORTSIDE APARTMENT DEVELOPERS, L.L.C.
  
DE
PORTSIDE APARTMENT HOLDINGS L.L.C.
  
DE
PORTSIDE HOLDINGS L.L.C.
  
DE
PORTSIDE MASTER COMPANY, L.L.C.
  
NJ
PRINCETON CORPORATE CENTER REALTY ASSOCIATES L.L.C.
  
NJ
PRINCETON OVERLOOK REALTY L.L.C.
  
NJ
PRUROSE MONACO HOLDINGS, L.L.C.
  
NJ
PRUROSE PORT IMPERIAL SOUTH 15, L.L.C.
  
NJ
PRUROSE RIVERWALK G L.L.C.
  
NJ
PSA RAHWAY TIC L.L.C.
  
NJ
PW/MS MANAGEMENT CO. INC.
  
NJ
PW/MS OP SUB III, LLC
  
DE
RAHWAY APTS TIC L.L.C.
  
NJ
RED BANK CORPORATE PLAZA, LLC
  
NJ
RIVERWALK C. URBAN RENEWAL L.L.C.
  
NJ
RIVERWALK G URBAN RENEWAL L.L.C.
  
NJ
RM - C/H MANAGEMENT COMPANY L.L.C.
  
NJ
ROSEGARDEN MARBELLA SOUTH, L.L.C.
  
NJ
ROSEGARDEN MONACO HOLDINGS L.L.C.
  
NJ
ROSEGARDEN MONACO, L.L.C.
  
NJ
ROSELAND 4/5 HOLDING, L.L.C.
  
NJ
ROSELAND ACQUISITION CORP.
  
DE
ROSELAND ASSET SERVICES, L.L.C.
  
NJ
ROSELAND DESIGNS L.L.C.
  
NJ
ROSELAND/HARRISON, L.L.C.
  
NJ
ROSELAND HOSPITALITY CORP.
  
NJ
ROSELAND II L.L.C.
  
NJ
ROSELAND MANAGEMENT COMPANY, L.L.C.
  
DE
ROSELAND MANAGEMENT HOLDING L.L.C.
  
NY
ROSELAND MANAGEMENT SERVICES, L.P.
  
NJ
ROSELAND OWNERS ASSOCIATES L.L.C.
  
NJ
ROSELAND/RBA, L.L.C.
  
NJ
ROSELAND SERVICES L.L.C.
  
DE
ROSELAND/EASTCHESTER, L.L.C.
  
NJ
ROSELAND/LINCOLN HARBOR, L.L.C.
  
NJ
ROSELAND/OVERLOOK 2C/3B, L.L.C.
  
NJ
ROSELAND/OVERLOOK, L.L.C.
  
NJ
ROSELAND/PORT IMPERIAL SOUTH, L.L.C.
  
NJ
ROSELAND/PORT IMPERIAL, L.L.C.
  
NJ
ROSELAND/PORT IMPERIAL PARTNERS, L.P.
  
DE
ROSELAND QRS INC.
  
DE
ROSELAND RESIDENTIAL, L.P.
  
DE
ROSELAND RESIDENTIAL HOLDINGS LLC
  
DE
ROSELAND RESIDENTIAL TRS CORP.
  
DE
ROSELAND RESIDENTIAL TRUST
  
MD
ROSELAND/RIVERWALK G, L.L.C.
  
NJ
ROSELAND/SHORT HILLS L.L.C.
  
NJ
ROSEWOOD LAFAYETTE COMMONS, L.L.C.
  
NJ
ROSEWOOD MORRISTOWN, L.L.C.
  
NJ
RRT GREENBELT HOLDING LLC
  
MD
 
 
 
 
 
 
 
 
Subsidiary
  
State of Incorporation
or Organization
SIX COMMERCE DRIVE ASSOCIATES L.L.C.
  
NJ
SIXTEENTH SPRINGHILL LAKES ASSOCIATES L.L.C.
  
MD
SKYLINE REALTY L.L.C.
  
NY
SO. WESTCHESTER REALTY ASSOCIATES L.L.C.
  
NY
SOUTH-WEST MAINTENANCE CORP.
  
NY
SYLVAN/CAMPUS REALTY L.L.C.
  
NJ
TALLEY MAINTENANCE CORP.
  
NY
TALLEYRAND REALTY ASSOCIATES L.L.C.
  
NY
TENTH SPRINGHILL LAKE ASSOCIATES, LLC
  
DE
TERRI REALTY ASSOCIATES L.L.C.
  
NJ
THE GALE COMPANY, L.L.C.
  
NJ
THE GALE CONSTRUCTION COMPANY, L.L.C.
  
DE
THE GALE CONSTRUCTION SERVICES COMPANY, L.L.C.
  
DE
THE GALE CONTRACTING COMPANY, L.L.C.
  
DE
THE GALE INVESTMENT SERVICES COMPANY, L.L.C.
  
DE
THE GALE MANAGEMENT COMPANY, L.L.C.
  
DE
THE GALE REAL ESTATE ADVISORS COMPANY, L.L.C.
  
DE
THE GALE REAL ESTATE SERVICES COMPANY L.L.C.
  
DE
THE GALE SERVICES COMPANY, L.L.C.
  
DE
TWELFTH SPRINGHILL LAKE ASSOCIATES, LLC
  
MD
VAUGHN PRINCETON ASSOCIATES L.L.C.
  
NJ
WEST AVENUE REALTY ASSOCIATES L.L.C.
  
CT
WEST-AVE. MAINTENANCE CORP.
  
CT
WHITE PLAINS REALTY ASSOCIATES L.L.C.
  
NY
XS HOTEL ASSOCIATES LLC
  
NJ
XS HOTEL URBAN RENEWAL ASSOCIATES LLC
  
NJ
 
 

 
 
 

ex231corp.htm
 
 
 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-195383, 333-195382, 333-195381, 333-187196, 333-57194, 33-96542, 333-09875, 333-25475, 333-44441, 333-69029, and 333-80077) and in the Registration Statements on Form S-8 (Nos. 333-188729, 333-116437, 333-100244, 333-52478, 333-80081, 333-18275, 333-19831, 333-32661 and 333-44443) of Mack-Cali Realty Corporation of our report dated February 24, 2016 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.



/s/ PricewaterhouseCoopers LLP
New York, New York
February 24, 2016

 

 

 

 
 
 

ex311corp.htm
 
 
 

Exhibit 31.1

MACK-CALI REALTY CORPORATION
Certification


I, Mitchell E. Rudin, certify that:

1.  
I have reviewed this annual report on Form 10-K of Mack-Cali Realty Corporation;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:           February 24, 2016
By:
/s/ Mitchell E. Rudin
  
   
Mitchell E. Rudin
   
Chief Executive Officer

 
 
 

ex312corp.htm
 
 
 

Exhibit 31.2

MACK-CALI REALTY CORPORATION
Certification


I, Michael J. DeMarco, certify that:

1.  
I have reviewed this annual report on Form 10-K of Mack-Cali Realty Corporation;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:           February 24, 2016
By:
/s/ Michael J. DeMarco
  
   
Michael J. DeMarco
   
President and Chief Operating Officer

 
 
 

ex313corp.htm
 
 
 

Exhibit 31.3

MACK-CALI REALTY CORPORATION
Certification


I, Anthony Krug, certify that:

1.  
I have reviewed this annual report on Form 10-K of Mack-Cali Realty Corporation;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:           February 24, 2016
By:
/s/ Anthony Krug
  
   
Anthony Krug
   
Chief Financial Officer

 
 
 

ex321corp.htm
 
 
 

Exhibit 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report on Form 10-K of Mack-Cali Realty Corporation (the “Company”) for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Mitchell E. Rudin, as Chief Executive Officer of the Company, Michael J. DeMarco, as President and Chief Operating Officer of the Company, and Anthony Krug, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
 
 
(1)
The Report fully complies with the requirements of §13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:           February 24, 2016
By:
/s/ Mitchell E. Rudin
  
   
Mitchell E. Rudin
   
Chief Executive Officer
     
Date:           February 24, 2016
By:
/s/ Michael J. DeMarco
   
Michael J. DeMarco
   
President and Chief Operating Officer
     
Date:           February 24, 2016
By:
/s/ Anthony Krug
  
   
Anthony Krug
   
Chief Financial Officer
     

This certification accompanies each Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by §906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


 
 
 

cli-20151231.xml
Attachment: cli-20151231.xml

cli-20151231.xsd
Attachment: cli-20151231.xsd

cli-20151231_cal.xml
Attachment: cli-20151231_cal.xml

cli-20151231_lab.xml
Attachment: cli-20151231_lab.xml

cli-20151231_pre.xml
Attachment: cli-20151231_pre.xml

cli-20151231_def.xml
Attachment: cli-20151231_def.xml

v3.3.1.900
Document And Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2015
Feb. 22, 2016
Jun. 30, 2015
Document And Entity Information [Abstract]      
Entity Registrant Name MACK CALI REALTY CORP    
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2015    
Entity Central Index Key 0000924901    
Current Fiscal Year End Date --12-31    
Entity Filer Category Large Accelerated Filer    
Document Fiscal Year Focus 2015    
Document Fiscal Period Focus FY    
Entity Current Reporting Status Yes    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Public Float     $ 1,613,161,608
Entity Common Stock, Shares Outstanding   89,594,391  
v3.3.1.900
Consolidated Balance Sheets - USD ($)
Dec. 31, 2015
Dec. 31, 2014
Rental property    
Land and leasehold interests $ 735,696,000 $ 760,855,000
Buildings and improvements 3,648,238,000 3,753,300,000
Tenant improvements 408,617,000 431,969,000
Furniture, fixtures and equipment 15,167,000 12,055,000
Gross investment in rental property 4,807,718,000 4,958,179,000
Less - accumulated depreciation and amortization (1,464,482,000) (1,414,305,000)
Net investment in rental property 3,343,236,000 3,543,874,000
Cash and cash equivalents 37,077,000 29,549,000
Investments in unconsolidated joint ventures 303,457,000 247,468,000
Unbilled rents receivable, net 120,246,000 123,885,000
Deferred charges, goodwill and other assets, net 213,377,000 204,650,000
Restricted cash 35,343,000 34,245,000
Accounts receivable, net of allowance for doubtful accounts of $1,407 and $2,584 10,754,000 8,576,000
Total assets 4,063,490,000 4,192,247,000
LIABILITIES AND EQUITY    
Senior unsecured notes 1,268,844,000 1,267,744,000
Revolving credit facility 155,000,000 0
Mortgages, loans payable and other obligations 731,076,000 820,910,000
Dividends and distributions payable 15,582,000 15,528,000
Accounts payable, accrued expenses and other liabilities 135,057,000 126,971,000
Rents received in advance and security deposits 49,739,000 52,146,000
Accrued interest payable 24,484,000 26,937,000
Total liabilities $ 2,379,782,000 $ 2,310,236,000
Commitments and contingencies
Mack-Cali Realty Corporation stockholders' equity:    
Common stock, $0.01 par value, 190,000,000 shares authorized 89,583,950 and 89,076,578 shares outstanding $ 896,000 $ 891,000
Additional paid-in capital 2,570,392,000 2,560,183,000
Dividends in excess of net earnings (1,115,612,000) (936,293,000)
Total Mack-Cali Realty Corporation stockholders' equity 1,455,676,000 1,624,781,000
Noncontrolling interests in subsidiaries:    
Operating Partnership 170,891,000 202,173,000
Consolidated joint ventures 57,141,000 55,057,000
Total noncontrolling interests in subsidiaries 228,032,000 257,230,000
Total equity 1,683,708,000 1,882,011,000
Total liabilities and equity $ 4,063,490,000 $ 4,192,247,000
v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Consolidated Balance Sheets [Abstract]    
Allowance for doubtful accounts receivable $ 1,407 $ 2,584
Common stock, par value per share $ 0.01 $ 0.01
Common stock, shares authorized 190,000,000 190,000,000
Common stock, shares outstanding 89,583,950 89,076,578
v3.3.1.900
Consolidated Statements Of Operations - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
REVENUES      
Base rents $ 487,041 $ 516,727 $ 540,165
Escalations and recoveries from tenants 62,481 78,554 72,758
Construction services     15,650
Real estate services 29,620 28,638 26,935
Parking income 11,124 9,107 6,840
Other income 4,617 3,773 4,683
Total revenues 594,883 636,799 667,031
EXPENSES      
Real estate taxes 82,688 90,750 85,574
Utilities 55,965 72,822 63,622
Operating services 107,951 112,621 105,278
Direct construction costs     14,945
Real estate services expenses 25,583 26,136 22,716
General and administrative 49,147 71,051 47,040
Acquisition-related costs 1,560 2,118 642
Depreciation and amortization 170,402 172,490 182,766
Impairments 197,919   110,853
Total expenses 691,215 547,988 633,436
Operating income (loss) (96,332) 88,811 33,595
OTHER (EXPENSE) INCOME      
Interest expense (103,051) (112,878) (123,701)
Interest and other investment income 794 3,615 2,903
Equity in earnings (loss) of unconsolidated joint ventures (3,172) (2,423) (2,327)
Realized gains (losses) on disposition of rental property, net 53,261 54,848  
Gain on sale of investment in unconsolidated joint ventures 6,448    
Loss from early extinguishment of debt   (582) (156)
Total other (expense) income (45,720) (57,420) (123,281)
Income (loss) from continuing operations (142,052) 31,391 (89,686)
Discontinued operations:      
Income from discontinued operations     11,811
Loss from early extinguishment of debt     (703)
Realized gains (losses) and unrealized losses on disposition of rental property and impairments, net     59,520
Total discontinued operations, net     70,628
Net income (loss) (142,052) 31,391 (19,058)
Noncontrolling interest in consolidated joint ventures 1,044 778 2,199
Noncontrolling interest in Operating Partnership 15,256 (3,602) 10,459
Noncontrolling interest in discontinued operations     (8,509)
Net income (loss) available to common shareholders $ (125,752) $ 28,567 $ (14,909)
Basic earnings per common share:      
Income (loss) from continuing operations $ (1.41) $ 0.32 $ (0.88)
Discontinued operations     0.71
Net income (loss) available to common shareholders (1.41) 0.32 (0.17)
Diluted earnings per common share:      
Income (loss) from continuing operations (1.41) 0.32 (0.88)
Discontinued operations     0.71
Net income (loss) available to common shareholders $ (1.41) $ 0.32 $ (0.17)
Basic weighted average shares outstanding 89,291 88,727 87,762
Diluted weighted average shares outstanding 100,222 100,041 99,785
v3.3.1.900
Consolidated Statement Of Changes In Equity - USD ($)
shares in Thousands, $ in Thousands
Common Stock [Member]
Additional Paid-In Capital [Member]
Dividends In Excess Of Net Earnings [Member]
Noncontrolling Interests In Subsidiaries [Member]
Total
Balance, value at Dec. 31, 2012 $ 875 $ 2,530,621 $ (764,522) $ 301,533 $ 2,068,507
Balance, shares at Dec. 31, 2012 87,536        
Net income (loss)     (14,909) (4,149) (19,058)
Common stock dividends     (118,418)   (118,418)
Common unit distributions       (16,193) (16,193)
Increase in noncontrolling interest in consolidated joint ventures       1,040 1,040
Redemption of common units for common stock, value $ 3 5,475   (5,478)  
Redemption of common units for common stock, shares 277        
Shares issued under Dividend Reinvestment and Stock Purchase Plan, value   243     243
Shares issued under Dividend Reinvestment and Stock Purchase Plan, shares 10        
Directors' deferred compensation plan, value   529     529
Stock compensation, value $ 4 1,801     1,805
Stock compensation, shares 425        
Rebalancing of ownership percentage between parent and subsidiaries   657   (657)  
Balance, value at Dec. 31, 2013 $ 882 2,539,326 (897,849) 276,096 1,918,455
Balance, shares at Dec. 31, 2013 88,248        
Net income (loss)     28,567 2,824 31,391
Common stock dividends     (67,011)   (67,011)
Common unit distributions       (8,456) (8,456)
Increase in noncontrolling interest in consolidated joint ventures       552 552
Redemption of common units for common stock, value $ 8 14,354   (14,362)  
Redemption of common units for common stock, shares 781        
Shares issued under Dividend Reinvestment and Stock Purchase Plan, value   118     118
Shares issued under Dividend Reinvestment and Stock Purchase Plan, shares 6        
Directors' deferred compensation plan, value   407     407
Stock compensation, value $ 1 6,554     6,555
Stock compensation, shares 42        
Rebalancing of ownership percentage between parent and subsidiaries   (576)   576  
Balance, value at Dec. 31, 2014 $ 891 2,560,183 (936,293) 257,230 1,882,011
Balance, shares at Dec. 31, 2014 89,077        
Net income (loss)     (125,752) (16,300) (142,052)
Common stock dividends     (53,567)   (53,567)
Common unit distributions       (6,505) (6,505)
Increase in noncontrolling interest in consolidated joint ventures       3,128 3,128
Redemption of common units for common stock, value $ 6 9,941   (9,947)  
Redemption of common units for common stock, shares 567        
Shares issued under Dividend Reinvestment and Stock Purchase Plan, value   60     60
Shares issued under Dividend Reinvestment and Stock Purchase Plan, shares 3        
Directors' deferred compensation plan, value   397     397
Stock compensation, value   2,277     2,277
Stock compensation, shares 46        
Cancellation of restricted shares, value $ (1) (2,040)     (2,041)
Cancellation of restricted shares, shares (109)        
Rebalancing of ownership percentage between parent and subsidiaries   (426)   426  
Balance, value at Dec. 31, 2015 $ 896 $ 2,570,392 $ (1,115,612) $ 228,032 $ 1,683,708
Balance, shares at Dec. 31, 2015 89,584        
v3.3.1.900
Consolidated Statements Of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES      
Net income (loss) $ (142,052) $ 31,391 $ (19,058)
Adjustments to reconcile net income to net cash provided by Operating activities:      
Depreciation and amortization, including related intangible assets 172,108 173,848 183,303
Depreciation and amortization on discontinued operations     8,218
Amortization of deferred stock units 397 407 529
Amortization of stock compensation 2,219 11,097 2,387
Amortization of deferred financing costs 3,790 3,274 3,172
Write-off of unamortized discount on senior unsecured notes   12 156
Amortization of debt discount and mark-to-market 3,385 6,507 6,781
Equity in (earnings) loss of unconsolidated joint ventures 3,172 2,423 2,327
Distributions of cumulative earnings from unconsolidated joint ventures 5,644 11,213 8,485
Realized (gains) loss on disposition of rental property, net (53,261) (54,848) (59,520)
Realized (gains) loss on sale of investment in unconsolidated joint venture (6,448)    
Impairments 197,919   110,853
Changes in operating assets and liabilities:      
Increase in unbilled rents receivable, net (1,760) (4,083) (10,105)
Increase in deferred charges, goodwill and other assets (22,854) (34,402) (31,404)
(Increase) decrease in accounts receivable, net (2,178) 355 248
Increase (decrease) in accounts payable, accrued expenses and other liabilities 6,960 15,858 (7,090)
Decrease in rents received in advance and security deposits (2,408) (1,583) (2,187)
Increase (decrease) in accrued interest payable 4,822 (2,216) 1,598
Net cash provided by operating activities 169,455 159,253 198,693
CASH FLOWS FROM INVESTING ACTIVITIES      
Rental property acquisitions and related intangibles (70,455) (61,938) (178,294)
Rental property additions and improvements (94,073) (91,813) (89,869)
Development of rental property and other related costs (81,073) (25,140) (13,772)
Proceeds from the sale of rental property 81,049 274,839 332,102
Proceeds from the sale of investment in unconsolidated joint venture 6,448    
Investments in notes receivable   (62,276) (16,425)
Repayment of notes receivable 8,250 62,526 333
Investment in unconsolidated joint ventures (78,027) (67,325) (86,504)
Distributions in excess of cumulative earnings from unconsolidated joint ventures 6,445 35,901 23,907
Increase in restricted cash (1,098) (14,451) (455)
Net cash used in investing activities (222,534) 50,323 (28,977)
CASH FLOW FROM FINANCING ACTIVITIES      
Borrowings from revolving credit facility 334,000 277,328 289,000
Repayment of revolving credit facility (179,000) (277,328) (289,000)
Repayment of senior unsecured notes   (350,000) (100,000)
Proceeds of senior unsecured notes     268,928
Proceeds from mortgages and loans payable 10,752 130,135 3,170
Repayment of mortgages, loans payable and other obligations (43,133) (83,808) (20,715)
Payment of contingent consideration (1,167) (5,228) (2,755)
Payment of financing costs (2,998) (3,147) (5,429)
Contributions from noncontrolling interests 2,140 145  
Payment of dividends and distributions (59,987) (89,830) (149,454)
Net cash provided by (used in) financing activities 60,607 (401,733) (6,255)
Net increase (decrease) in cash and cash equivalents 7,528 (192,157) 163,461
Cash and cash equivalents, beginning of period 29,549 221,706 58,245
Cash and cash equivalents, end of period $ 37,077 $ 29,549 $ 221,706
v3.3.1.900
Organization And Basis Of Presentation
 12 Months Ended
Dec. 31, 2015
Organization And Basis Of Presentation [Abstract]  
Organization And Basis Of Presentation

1.    ORGANIZATION AND BASIS OF PRESENTATION

 

Organization

Mack-Cali Realty Corporation, a Maryland corporation, together with its subsidiaries (collectively, the “Company”), is a fully-integrated, self-administered, self-managed real estate investment trust (“REIT”) providing leasing, management, acquisition, development, construction and tenant-related services for its properties and third parties.  As of December 31, 2015, the Company owned or had interests in 275 properties, consisting of 147 office and 109 flex properties, totaling approximately 29.9 million square feet, leased to approximately 1,900 commercial tenants, and 19 multi-family rental properties containing 5,644 residential units, plus developable land (collectively, the “Properties”).  The Properties are comprised of 147 office buildings totaling approximately 24.6 million square feet (which include 36 buildings aggregating approximately 5.6 million square feet owned by unconsolidated joint ventures in which the Company has investment interests), 94 office/flex buildings totaling approximately 4.8 million square feet, six industrial/warehouse buildings totaling approximately 387,400 square feet, 19 multi-family properties totaling 5,644 apartments (which include 13 properties aggregating 4,343 apartments owned by unconsolidated joint ventures in which the Company has investment interests), five parking/retail properties totaling approximately 121,700 square feet (which include two buildings aggregating 81,700 square feet owned by unconsolidated joint ventures in which the Company has investment interests), one hotel (which is owned by an unconsolidated joint venture in which the Company has an investment interest) and three parcels of land leased to others.  The Properties are located in seven states, primarily in the Northeast, plus the District of Columbia.

 

BASIS OF PRESENTATION

The accompanying consolidated financial statements include all accounts of the Company, its majority-owned and/or controlled subsidiaries, which consist principally of Mack-Cali Realty, L.P. (the “Operating Partnership”), and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any.  See Note 2: Significant Accounting Policies – Investments in Unconsolidated Joint Ventures, for the Company’s treatment of unconsolidated joint venture interests.  Intercompany accounts and transactions have been eliminated.

 

Accounting Standards Codification (“ASC”) 810, Consolidation, provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.  The Company consolidates VIEs in which it is considered to be the primary beneficiary.  The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the variable interest entity’s performance: and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE.

 

As of December 31, 2015 and 2014, the Company’s investments in consolidated real estate joint ventures in which the Company is deemed to be the primary beneficiary have total real estate assets of $273.4 million and $242.9 million, respectively, mortgages of $89.5 million and $94.3 million, respectively, and other liabilities of $17.5 million and $15.7 million, respectively. 

 

The financial statements have been prepared in conformity with GAAP.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  These estimates and assumptions are based on management’s historical experience that are believed to be reasonable at the time.  However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment.  The Company’s critical accounting policies are those which require assumptions to be made about matters that are highly uncertain.  Different estimates could have a material effect on the Company’s financial results.  Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions and circumstances. 

 

Actual results could differ from those estimates.  Certain reclassifications have been made to prior period amounts in order to conform with current period presentation.

 

v3.3.1.900
Significant Accounting Policies
 12 Months Ended
Dec. 31, 2015
Significant Accounting Policies [Abstract]  
Significant Accounting Policies

 

2.    SIGNIFICANT ACCOUNTING POLICIES

 

Rental

PropertyRental properties are stated at cost less accumulated depreciation and amortization.  Costs directly related to the acquisition, development and construction of rental properties are capitalized.  Acquisition–related costs are expensed as incurred.  Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development.  Capitalized development and construction salaries and related costs approximated $4.2 million, $3.1 million and $4.4 million for the years ended December 31, 2015,  2014 and 2013, respectively.  Included in total rental property is construction, tenant improvement and development in-progress of $88.7 million and $62.8 million as of December 31, 2015 and 2014, respectively.  Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  Fully-depreciated assets are removed from the accounts.

 

The Company considers a construction project as substantially completed and held available for occupancy upon the substantial completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup).  If portions of a rental project are substantially completed and occupied by tenants, or held available for occupancy, and other portions have not yet reached that stage, the substantially completed portions are accounted for as a separate project.  The Company allocates costs incurred between the portions under construction and the portions substantially completed and held available for occupancy, primarily based on a percentage of the relative square footage of each portion, and capitalizes only those costs associated with the portion under construction.

 

Properties are depreciated using the straight-line method over the estimated useful lives of the assets.  The estimated useful lives are as follows:

 

Leasehold interests

Remaining lease term

Buildings and improvements

5 to 40 years

Tenant improvements

The shorter of the term of the

 

related lease or useful life

Furniture, fixtures and equipment

5 to 10 years

 

Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships.  The Company allocates the purchase price to the assets acquired and liabilities assumed based on their fair values.  The Company records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction.  In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information.  The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. 

 

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

 

Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant.  Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases.  In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions.  In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses.  Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals.  The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases.  The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.

 

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s rental properties held for use may be impaired.  In addition to identifying any specific circumstances which may affect a property or properties, management considers other criteria for determining which properties may require assessment for potential impairment.  The criteria considered by management include reviewing low leased percentages, significant near-term lease expirations, recently acquired properties, current and historical operating and/or cash flow losses, near-term mortgage debt maturities or other factors that might impact the Company’s intent and ability to hold the property.  A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the property over the fair value of the property.  The Company’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions.  These assumptions are generally based on management’s experience in its local real estate markets and the effects of current market conditions.  The assumptions are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property.  As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved, and actual losses or impairments may be realized in the future.  See Note 3: Recent Transactions – Impairments on Properties Held and Used.

 

Rental Property

Held for Sale

When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets.  If, in management’s opinion, the estimated net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established. 

 

If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used.  A property that is reclassified is measured and recorded individually at the lower of (a) its carrying value before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell. 

 

Investments in

Unconsolidated

Joint VenturesThe Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting.  The Company applies the equity method by initially recording these investments at cost, as Investments in Unconsolidated Joint Ventures, subsequently adjusted for equity in earnings and cash contributions and distributions.  The outside basis portion of the Company’s joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed.  Generally, the Company would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Company has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee.    If the venture subsequently generates income, the Company only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses.

 

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired.  An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the value of the investment.  The Company’s estimates of value for each investment (particularly in real estate joint ventures) are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and operating costs.  As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its impairment analyses may not be realized, and actual losses or impairment may be realized in the future.  See Note 4: Investments in Unconsolidated Joint Ventures. 

  

Cash and Cash

EquivalentsAll highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. 

 

Deferred

Financing CostsCosts incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. Amortization of such costs is included in interest expense and was $3,790,000, $3,274,000 and $3,172,000 for the years ended December 31, 2015,  2014 and 2013, respectively.  If a financing obligation is extinguished early, any unamortized deferred financing costs are written off and included in gains (losses) from early extinguishment of debt.  Included in Loss from early extinguishment of debt of $582,000 and $156,000 for the years ended December 31, 2014 and 2013 were unamortized costs which were written off amounting to $12,000 and $156,000, respectively. 

 

Deferred

Leasing CostsCosts incurred in connection with commercial leases are capitalized and amortized on a straight-line basis over the terms of the related leases and included in depreciation and amortization.  Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease.  Certain employees of the Company are compensated for providing leasing services to the Properties.  The portion of such compensation related to commercial leases, which is capitalized and amortized, approximated $3,521,000, $3,840,000 and $4,223,000 for the years ended December 31, 2015,  2014 and 2013, respectively. 

 

GoodwillGoodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. Goodwill is allocated to various reporting units, as applicable.  Each of the Company’s segments consists of a reporting unit. Goodwill is not amortized.  Management performs an annual impairment test for goodwill during the fourth quarter and between annual tests, management evaluates the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying value of goodwill may not be fully recoverable.  In its impairment tests of goodwill, management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.  If based on this assessment, management determines that the fair value of the reporting unit is not less than its carrying value, then performing the additional two-step impairment test is unnecessary. If the carrying value of goodwill exceeds its fair value, an impairment charge is recognized.  The Company determined that its goodwill was not impaired at December 31, 2015 after management performed its impairment tests.

 

Derivative

InstrumentsThe Company measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract.  For derivatives designated and qualifying as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings.  For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period. 

 

Revenue

RecognitionBase rental revenue is recognized on a straight-line basis over the terms of the respective leases.  Unbilled rents receivable represents the cumulative amount by which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements.

 

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed-rate renewal options for below-market leases.  The capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases. 

 

Escalations and recoveries from tenants are received from tenants for certain costs as provided in the lease agreements.  These costs generally include real estate taxes, utilities, insurance, common area maintenance and other recoverable costs.  See Note 14: Tenant Leases. 

 

Construction services revenue includes fees earned and reimbursements received by the Company for providing construction management and general contractor services to clients.  Construction services revenue is recognized on the percentage of completion method.  Using this method, profits are recorded on the basis of our estimates of the overall profit and percentage of completion of individual contracts.  A portion of the estimated profits is accrued based upon estimates of the percentage of completion of the construction contract.  This revenue recognition method involves inherent risks relating to profit and cost estimates. 

 

Real estate services revenue includes property management, development, construction and leasing commission fees and other services, and payroll and related costs reimbursed from clients.  Fee income derived from the Company’s unconsolidated joint ventures (which are capitalized by such ventures) are recognized to the extent attributable to the unaffiliated ownership interests. 

 

Parking income includes income from parking spaces leased to tenants and others. 

 

Other income includes income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.

 

Allowance for

Doubtful AccountsManagement performs a detailed review of amounts due from tenants to determine if an allowance for doubtful accounts is required based on factors affecting the collectability of the accounts receivable balances.  The factors considered by management in determining which individual tenant receivable balances, or aggregate receivable balances, require a collectability allowance include the age of the receivable, the tenant’s payment history, the nature of the charges, any communications regarding the charges and other related information. Management’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income. 

 

Income and

Other TaxesThe Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”).  As a REIT, the Company generally will not be subject to corporate federal income tax (including alternative minimum tax) on net income that it currently distributes to its shareholders, provided that the Company satisfies certain organizational and operational requirements including the requirement to distribute at least 90 percent of its REIT taxable income (determined by excluding any net capital gains) to its shareholders.  If and to the extent the Company retains and does not distribute any net capital gains, the Company will be required to pay federal, state and local taxes on such net capital gains at the rate applicable to capital gains of a corporation.  The Company has elected to treat certain of its corporate subsidiaries as taxable REIT subsidiaries (each a “TRS”).  In general, a TRS of the Company may perform additional services for tenants of the Company and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated).  A TRS is subject to corporate federal income tax.   The Company has conducted business through its TRS entities for certain property management, development, construction and other related services, as well as to hold a joint venture interest in a hotel and other matters. 

 

As of December 31, 2015, the Company had a deferred tax asset related to its TRS activity with a balance of approximately $22.4 million which has been fully reserved for through a valuation allowance.  If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.  The Company is subject to certain state and local taxes.

 

Pursuant to the amended provisions related to uncertain tax provisions of ASC 740, Income Taxes, the Company recognized no material adjustments regarding its tax accounting treatment.  The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense, which is included in general and administrative expense.

 

In the normal course of business, the Company or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates, where applicable.  As of December 31, 2015, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are generally from the year 2011 forward.

 

Earnings

Per ShareThe Company presents both basic and diluted earnings per share (“EPS”).  Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS from continuing operations amount.  Shares whose issuance is contingent upon the satisfaction of certain conditions shall be considered outstanding and included in the computation of diluted EPS as follows (i) if all necessary conditions have been satisfied by the end of the period (the events have occurred), those shares shall be included as of the beginning of the period in which the conditions were satisfied (or as of the date of the grant, if later) or (ii) if all necessary conditions have not been satisfied by the end of the period, the number of contingently issuable shares included in diluted EPS shall be based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period (for example, the number of shares that would be issuable based on current period earnings or period-end market price) and if the result would be dilutive. Those contingently issuable shares shall be included in the denominator of diluted EPS as of the beginning of the period (or as of the date of the grant, if later).

 

Dividends and

Distributions

PayableThe dividends and distributions payable at December 31, 2015 represents dividends payable to common shareholders (89,584,008 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (10,516,844 common units) for all such holders of record as of January 6, 2016 with respect to the fourth quarter 2015.  The fourth quarter 2015 common stock dividends and common unit distributions of $0.15 per common share and unit were approved by the Board of Directors on December 8, 2015 and paid on January 15, 2016.  

 

The dividends and distributions payable at December 31, 2014 represents dividends payable to common shareholders (88,866,652 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (11,083,876 common units) for all such holders of record as of January 6, 2015 with respect to the fourth quarter 2014.  The fourth quarter 2014 common stock dividends and common unit distributions of $0.15 per common share and unit were approved by the Board of Directors on December 9, 2014 and paid on January 14, 2015.  

 

The Company has determined that the $0.60 dividend per common share paid during the year ended December 31, 2015 represented approximately 90 percent ordinary income and approximately 10 percent capital gain to its stockholders; the $0.90 dividend per common share paid during the year ended December 31, 2014 represented approximately 77 percent ordinary income and approximately 23 percent return of capital; and the $1.50 dividend per common share paid during the year ended December 31, 2013 represented approximately 53 percent ordinary income, approximately 33 percent return of capital and approximately 14 percent capital gain to its stockholders.

 

Costs Incurred

For Stock

IssuancesCosts incurred in connection with the Company’s stock issuances are reflected as a reduction of additional paid‑in capital.

 

Stock

CompensationThe Company accounts for stock compensation in accordance with the provisions of ASC 718, Compensation-Stock Compensation.  These provisions require that the estimated fair value of restricted stock (“Restricted Stock Awards”), restricted stock units (“RSUs”), performance share units (“PSUs”), total stockholder return based performance shares (“TSR”) and stock options at the grant date be amortized ratably into expense over the appropriate vesting period.  The Company recorded stock compensation expense of $2,219,000, $8,139,000 and $2,387,000 for the years ended December 31, 2015,  2014 and 2013, respectively.  The amount for 2014 included $5,824,000 related to the departure of certain executive officers.  

 

Other

Comprehensive

IncomeOther comprehensive income (loss), if any, includes items that are recorded in equity, such as unrealized holding gains or losses on marketable securities available for sale.  There was no difference in other comprehensive income to net income for the years ended December 31, 2015,  2014 and 2013, and no accumulated other comprehensive income as of December 31, 2015 and 2014.

 

Fair Value

HierarchyThe standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs).  The following summarizes the fair value hierarchy:

 

·

Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

·

Level 2: Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and

·

Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

 

Discontinued

OperationsIn April 2014, the Financial Accounting Standards Board (“FASB”) issued guidance related to the reporting of discontinued operation and disclosures of disposals of components of an entity.  This guidance defines a discontinued operation as a component or group of components disposed or classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and final result; the guidance states that a strategic shift could include a disposal of a major geographical area of operations, a major line of business, a major equity method investment or other major parts of an entity.  The guidance also provides for additional disclosure requirements in connection with both discontinued operations and other dispositions not qualifying as discontinued operations.  The guidance is effective for all companies for annual and interim periods beginning on or after December 15, 2014.  The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date.  All entities could early adopt the guidance for new disposals (or new classifications as held for sale) that had not been reported in financial statements previously issued or available for issuance.    The Company elected to early adopt this standard effective with the interim period beginning January 1, 2014.  Prior to January 1, 2014, properties identified as held for sale and/or disposed of were presented in discontinued operations for all periods presented.  See Note 7: Discontinued Operations.

 

Impact Of

Recently-Issued

Accounting

StandardsIn May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.  ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2017, and early adoption is permitted for periods beginning after December 15, 2016.  The Company is currently in the process of evaluating the impact the adoption of ASU 2014-09 will have on the Company’s financial position or results of operations. 

 

In June 2014, the FASB issued ASU 2014-12 Compensation—Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). The amendments in ASU 2014-12 apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. That is, the employee would be eligible to vest in the award regardless of whether the employee is rendering service on the date the performance target is achieved. Current GAAP does not contain explicit guidance on how to account for those share-based payments. ASU 2014-12 is intended to resolve the accounting treatment of such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 with early adoption permitted.  The adoption of ASU 2014-12 is not expected to impact the Company’s consolidated financial statements. 

 

In August 2014, the FASB issued ASU 2014-15, which requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU 2014-15 is effective for the annual period ended December 31, 2016 and for annual periods and interim periods thereafter with early adoption permitted. The adoption of ASU 2014-15 is not expected to materially impact the Company’s consolidated financial statements.

 

In February 2015, the FASB issued ASU 2015-02, Consolidation–Amendments to the Consolidation Analysis (Topic 810) (“ASU 2015-02”).  ASU 2015-02 updates guidance related to accounting for consolidation of certain limited partnerships. ASU 2015-02 does not add or remove any of the five characteristics that determine if an entity is a VIE; however, it changes the manner in which a reporting entity assesses its ability to make decisions about the entity's activities. Additionally, ASU 2015-02 removes three of the six criteria that must be met for a fee arrangement to not be a VIE and modifies how an entity assesses interests held through related parties. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted.  The adoption of ASU 2015-02 is not expected to impact the Company’s consolidated financial statements.

 

In April 2015, the FASB issued ASU 2015-03, Interest–Imputation of Interest-Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) (“ASU 2015-03”).  ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts.  The recognition and measurement guidance for debt issuance costs are not affected by this update.  Debt issuance costs related to revolving lines of credit are not within the scope of this new guidance. Additionally, in August 2015 the FASB issued guidance expanding the April 2015 update (ASU 2015-15).  It states that, given the absence of authoritative guidance within the update, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset for revolving lines of credit and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line of credit.  This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted for financial statements that have not been previously issued.  Full retrospective application is required.  The adoption of ASU 2015-03 will result in debt issuance costs, currently included in Deferred charges, goodwill and other assets, being presented in the balance sheet as a direct deduction from the carrying value of the related debt liabilities.      

v3.3.1.900
Recent Transactions
 12 Months Ended
Dec. 31, 2015
Recent Transactions [Abstract]  
Recent Transactions

 

3.    RECENT TRANSACTIONS

 

Acquisitions

On January 5, 2016, the Company, which held a 50 percent interest in the property-owning entity, Overlook Ridge Apartment Investors LLC, acquired its remaining interest in a 371-unit multi-family operating property located in Malden, Massachusetts for $39.8 million.

 

2015

On December 23, 2015, the Company acquired a vacant 147,241 square-foot office property located in the Mack-Cali Business Campus in Parsippany, New Jersey, for approximately $10.3 million, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.  This property is currently in redevelopment by the Company.

 

On November 12, 2015, the Company acquired a 196,128 square-foot, 95.6 percent leased office property adjacent to an existing Mack-Cali property located in Edison, New Jersey, for approximately $53.1 million, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.

 

The purchase prices were allocated to the net assets acquired during the year ended December 31, 2015, as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parsippany

 

Edison

 

Land

$

 5,590 

$

 5,542 

 

Buildings and improvements

 

 4,710 

 

 40,762 

 

Above market leases (1)

 

 -

 

 2,097 

 

In-place lease values (1)

 

 -

 

 4,699 

 

 

 

 

 

 

 

Net cash paid at acquisition

$

 10,300 

$

 53,100 

 

 

(1)In-place lease values will be amortized over four years or less, and above market leases will be amortized over 10 years or less.

 

2014

On December 2, 2014, the Company acquired developable land in Conshohocken, Pennsylvania, for approximately $15.3 million, which was funded using available cash.

 

On August 15, 2014, the Company acquired the equity interests of its joint venture partner in Overlook Ridge, L.L.C, Overlook Ridge JV, L.L.C. and Overlook Ridge JV 2C/3B, L.L.C. for $16.6 million, which was funded primarily through borrowing under the Company’s unsecured revolving credit facility.  As a result, the Company increased its ownership to 100 percent of the developable land and now consolidates these entities, which were previously accounted for through unconsolidated joint ventures, (collectively, the “Consolidated Land”); and acquired an additional 25 percent, for a total of 50 percent of its subordinated, unconsolidated interests in two operating multi-family properties owned by those entities.  See Note 4: Investments in Unconsolidated Joint Ventures.  In conjunction with the Company’s acquisition of the Consolidated Land, the Company assumed loans with a total principal balance of $23.0 million, which bore interest in the range of LIBOR plus 2.50 to 3.50 percent.  See Note 10: Mortgages, Loans Payable and Other Obligations.

 

On April 10, 2014, the Company acquired Andover Place, a 220-unit multi-family rental property located in Andover, Massachusetts, for approximately $37.7 million, which was funded primarily through borrowing under the Company’s unsecured revolving credit facility.

 

The purchase price was allocated to the net assets acquired, as follows during the year ended December 31, 2014 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Andover

 

 

 

Place

 

Land

$

 8,535 

 

Buildings and improvements

 

 27,609 

 

Furniture, fixtures and equipment

 

 459 

 

In-place lease values (1)

 

 1,118 

 

 

 

 37,721 

 

 

 

 

 

Less: Below market lease values (1)

 

 (25)

 

 

 

 

 

Net cash paid at acquisition

$

 37,696 

 

 

(1)In-place lease values and below market lease values will be amortized over one year or less.

 

Excluded from the cash flow statement for the year ended December 31, 2014 was $44.4 million of acquisition and other investment fundings (of which $40.1 million related to the acquisition of 50 percent tenants in common interests in the Curtis Center property.  See Unconsolidated Joint Venture Transactions in Note 4: Investments in Unconsolidated Joint Ventures), which were handled through a qualified intermediary using proceeds from prior sales structured for tax purposes as Section 1031 transactions.

 

Dispositions

2015

The Company disposed of the following office properties during the year ended December 31, 2015 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rentable

 

 

Net

 

 

Net

 

 

 

 

Disposition

 

 

# of

Square

 

 

Sales

 

 

Book

 

 

Realized

 

Date

Property/Address

Location

Bldgs.

Feet

 

 

Proceeds

 

 

Value

 

 

Gain

 

01/15/15

1451 Metropolitan Drive

West Deptford, New Jersey

 1  21,600 

 

$

 1,072 

 

$

 929 

 

$

 143 

 

05/27/15

10 Independence Blvd

Warren, New Jersey

 1  120,528 

 

 

 18,351 

(a)    

 

 15,114 

 

 

 3,237 

 

06/11/15

4 Sylvan Way

Parsippany, New Jersey

 1  105,135 

 

 

 15,961 

(a)    

 

 9,522 

 

 

 6,439 

 

06/26/15

14 Sylvan Way

Parsippany, New Jersey

 1  203,506 

 

 

 79,977 

 

 

 55,253 

 

 

 24,724 

 

07/21/15

210 Clay Ave

Lyndhurst, New Jersey

 1  121,203 

 

 

 14,766 

(a)    

 

 5,202 

 

 

 9,564 

 

08/24/15

5 Becker Farm Rd

Roseland, New Jersey

1  118,343 

 

 

 18,129 

(a)    

 

 8,975 

 

 

 9,154 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

 

 6  690,315 

 

$

 148,256 

 

$

 94,995 

 

$

 53,261 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)     The Company transferred the deeds for these properties to the lender in satisfaction of its mortgage loan obligations totaling $59.7 million. The Company recorded an impairment charge of $25.2 million during the year ended December 31, 2013 as it estimated that the carrying value of the properties may not be recoverable over their anticipated holding periods.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

The Company sold the following office properties during the year ended December 31, 2014 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rentable

 

 

Net

 

 

Net

 

 

 

 

Sale

 

 

# of

Square

 

 

Sales

 

 

Book

 

 

Realized

 

Date

Property/Address

Location

Bldgs.

Feet

 

 

Proceeds

 

 

Value

 

 

Gain

 

04/23/14

22 Sylvan Way

Parsippany, New Jersey

 1  249,409 

 

$

 94,897 

 

$

 60,244 

 

$

 34,653 

 

06/23/14

30 Knightsbridge Road (a)

Piscataway, New Jersey

 4  680,350 

 

 

 54,641 

 

 

 52,361 

 

 

 2,280 

 

06/23/14

470 Chestnut Ridge Road (a) (b)

Woodcliff Lake, New Jersey

 1  52,500 

 

 

 7,195 

 

 

 7,109 

 

 

 86 

 

06/23/14

530 Chestnut Ridge Road (a) (b)

Woodcliff Lake, New Jersey

 1  57,204 

 

 

 6,299 

 

 

 6,235 

 

 

 64 

 

06/27/14

400 Rella Boulevard

Suffern, New York

 1  180,000 

 

 

 27,539 

 

 

 10,938 

 

 

 16,601 

 

06/30/14

412 Mount Kemble Avenue (a)

Morris Township, New Jersey

 1  475,100 

 

 

 44,751 

 

 

 43,851 

 

 

 900 

 

07/29/14

17-17 Route 208 North (a) (b)

Fair Lawn, New Jersey

 1  143,000 

 

 

 11,835 

 

 

 11,731 

 

 

 104 

 

08/20/14

555, 565, 570 Taxter Road (a)

Elmsford, New York

 3  416,108 

 

 

 41,057 

 

 

 41,057 

 

 

 -

 

08/20/14

200, 220 White Plains Road (a)

Tarrytown, New York

 2  178,000 

 

 

 12,619 

 

 

 12,619 

 

 

 -

 

08/20/14

1266 East Main Street (a) (b)

Stamford, Connecticut

 1  179,260 

 

 

 18,406 

 

 

 18,246 

 

 

 160 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

 16  2,610,931 

 

$

 319,239 

 

$

 264,391 

 

$

 54,848 

 

 

(a)The Company completed the sale of these properties for approximately $221 million, comprised of: $192.5 million in cash from a combination of affiliates of Keystone Property Group’s (“Keystone Entities”) senior and pari-passu equity and mortgage financing; Company subordinated equity interests in each of the properties sold with capital accounts aggregating $21.2 million; and Company pari-passu equity interests in five of the properties sold aggregating $7.3 million.  Net sale proceeds from the sale aggregated $196.8 million which was comprised of the $221 million gross sales price less the subordinated equity interests of $21.2 million and $3 million in closing costs.  The purchasers of these properties are unconsolidated joint ventures formed between the Company and the Keystone Entities.  The senior and pari-passu equity will receive a 15 percent internal rate of return (“IRR”) after which the subordinated equity will receive a 10 percent IRR and then all distributable cash flow will be split equally between the Keystone Entities and the Company.  See Note 4: Investments in Unconsolidated Joint Ventures.  In connection with certain of these partial sale transactions, because the buyer received a preferential return on certain of the ventures for which the Company received subordinated equity interests, the Company only recognized profit to the extent that they received net proceeds in excess of their entire carrying value of the properties, effectively reflecting their retained subordinated equity interest at zero.    

(b)The Company recorded an impairment charge of $20.8 million on these properties at December 31, 2013 as it estimated that the carrying value of the properties may not be recoverable over their anticipated holding periods.

 

On January 1, 2014, the Company early adopted the new discontinued operations accounting standard and as the properties disposed of during the year ended December 31, 2015 and 2014 did not represent a strategic shift (as the Company is not entirely exiting markets or property types), they have not been reflected as part of discontinued operations.

 

The following table summarizes income (loss) from the properties disposed of during the years ended December 31, 2015 and 2014, for the years ended December 31, 2015, 2014 and 2013: (dollars in thousands)    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

 2015 

 

 

 2014 

 

 

 2013 

Total revenues

 

$

 9,137 

 

$

 53,975 

 

$

 79,379 

Operating and other expenses

 

 

 (5,532)

 

 

 (24,311)

 

 

 (34,835)

Depreciation and amortization

 

 

 (11,700)

 

 

 (9,955)

 

 

 (20,927)

Interest expense

 

 

 (7,008)

 

 

 (10,369)

 

 

 (9,784)

 

 

 

 

 

 

 

 

 

 

Income (loss) from properties disposed of

 

$

 (15,103)

 

$

 9,340 

 

$

 13,833 

 

 

 

 

 

 

 

 

 

 

Impairments

 

 

 -

 

 

 -

 

 

 (79,378)

Realized gains on dispositions

 

 

 53,261 

 

 

 54,848 

 

 

 -

 

 

 

 

 

 

 

 

 

 

Total income (loss)  from properties disposed of

 

$

 38,158 

 

$

 64,188 

 

$

 (65,545)

 

2015

 

Impairments on Properties Held and Used

In September 2015, the Company announced a three-year strategic initiative to transform the Company into a more concentrated owner of New Jersey Hudson River waterfront and transit-oriented office properties and a regional owner of luxury multi-family residential properties.  In connection with the transformation of the Company’s portfolio, management began developing a disposition plan in September 2015, which will be an ongoing assessment process.  Through this plan, the Company, in the coming years, expects to dispose of primarily office properties considered non-core to its ongoing operations.  As a result, at September 30, 2015, the Company evaluated the recoverability of the carrying values of these non-core properties, and determined that due to the shortening of the expected periods of ownership, it was necessary to reduce the carrying values of 22 rental properties to their estimated fair values.  Accordingly, the Company recorded an impairment charge of $158.6 million at September 30, 2015 reducing the aggregate carrying values of these properties from $554.3 million to their estimated fair values of $395.7 million.  At December 31, 2015, as a result of its periodic evaluation of the recoverability of the carrying values resulting from its ongoing assessment of non-core properties, the Company recorded an additional impairment charge of $33.7 million.

 

Four of the Company’s office properties are collateral for a mortgage loan that matured on August 11, 2014, with a principal balance of $63.3 million as of December 31, 2015.  The loan was not repaid at maturity and the Company is in discussions with the lender regarding potential options in satisfaction of the obligation (see Note 10: Mortgages, Loans Payable and Other Obligations).   As of September 30, 2015, the Company estimated that the carrying value of three of these properties, aggregating 479,877 square feet and located in Roseland and Parsippany, New Jersey, may not be recoverable over their anticipated holding periods.  In order to reduce the carrying values of the properties to their estimated fair values, the Company recorded impairment charges of $5.6 million at September 30, 2015, which resulted from the current decline in leasing activity and market rents of the properties identified.   The Company had previously recorded impairment charges on these properties at September 30, 2013 of $12.5 million.

 

Appointment of executive officers

On June 3, 2015, the Company announced the appointments of Mitchell E. Rudin as chief executive officer and Michael J. DeMarco as president and chief operating officer of the Company, effective immediately.  The Company entered into employment agreements dated June 3, 2015 with each of Messrs. Rudin and DeMarco (together, the “Executive Employment Agreements”) that each provide as follows:

 

·

A term that ends on December 31, 2018 (the “Employment Term”) unless earlier terminated;

·

An annual base salary for each of Messrs. Rudin and DeMarco of $700,000, subject to potential merit increases (but not decreases) each year;

·

A target annual bonus opportunity of one hundred percent (100%) of base salary, or $700,000, for each of Messrs. Rudin and DeMarco, with a threshold bonus of fifty percent (50%) of base salary, or $350,000, and a maximum bonus of two hundred percent (200%) of base salary, or $1,400,000, a pro rata bonus opportunity for 2015 based on the assessment of the Executive Compensation and Option Committee of the Board of Directors (“Committee”) of each executive’s development of a strategic plan for the Company and bonuses for 2016 and subsequent years to be based on objective performance goals to be established annually by the Committee;

·

2015 long-term incentive (“LTI”) awards under the Company’s 2013 Incentive Stock Plan (the “2015 LTI Awards”), consisting of the granting to each of Messrs. Rudin and DeMarco on June 5, 2015 of 18,775.27 restricted stock units subject to time-based vesting over three years, and of 56,325.82 performance share units (“PSUs”) which will vest from 0 to 150 percent of the number of PSUs granted based on the Company’s total shareholder return relative to a peer group of equity office REITs over a three-year performance period; and

·

The grant on June 5, 2015 (the “Grant Date”) to each of Messrs. Rudin and DeMarco of options to purchase 400,000 shares of the Company’s common stock, exercisable for a period of ten years with an exercise price equal to the closing price of the Company’s common stock on the NYSE on the Grant Date (which price was $17.31 per share), with 200,000 of such options vesting in three equal annual installments commencing on the first anniversary of the Grant Date, and 200,000 of such options vesting if the Company’s common stock trades at or above $25.00 per share for 30 consecutive trading days while Mr. Rudin and Mr. DeMarco is employed, as applicable, or on or before June 30, 2019 if Mr. Rudin and Mr. DeMarco is employed for the entire Employment Term (except if the executive’s employment has been terminated by the Company for cause following expiration of the Employment Term). 

 

 

 

v3.3.1.900
Investments In Unconsolidated Joint Ventures
 12 Months Ended
Dec. 31, 2015
Investments In Unconsolidated Joint Ventures [Abstract]  
Investments In Unconsolidated Joint Ventures

 

4.    INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

 

As of December 31, 2015, the Company had an aggregate investment of approximately $303.5 million in its equity method joint ventures.  The Company formed these ventures with unaffiliated third parties, or acquired interests in them, to develop or manage primarily office and multi-family rental properties, or to acquire land in anticipation of possible development of office and multi-family rental properties.  As of December 31, 2015, the unconsolidated joint ventures owned: 36 office properties aggregating approximately 5.6 million square feet, 13 multi-family properties totaling 4,343 apartments, two retail properties aggregating approximately 81,700 square feet, a 350-room hotel, development projects for up to approximately 1,074 apartments; and interests and/or rights to developable land parcels able to accommodate up to 2,910 apartments and 1.4 million square feet of office space.  The Company’s unconsolidated interests range from 7.5 percent to 85 percent subject to specified priority allocations in certain of the joint ventures.

 

The amounts reflected in the following tables (except for the Company’s share of equity in earnings) are based on the historical financial information of the individual joint ventures.  The Company does not record losses of the joint ventures in excess of its investment balances unless the Company is liable for the obligations of the joint venture or is otherwise committed to provide financial support to the joint venture.  The outside basis portion of the Company’s investments in joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed.  Unless otherwise noted below, the debt of the Company’s unconsolidated joint ventures generally is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions, and material misrepresentations.

 

The Company has agreed to guarantee repayment of a portion of the debt of its unconsolidated joint ventures.  As of December 31, 2015, such debt had a total facility amount of $547.6 million of which the Company agreed to guarantee up to $74.7 million.  As of December 31, 2015, the outstanding balance of such debt totaled $309.9 million of which $53.1 million was guaranteed by the Company.  The Company also posted a $3.6 million letter of credit in support of the South Pier at Harborside joint venture, half of which is indemnified by Hyatt Corporation, the Company’s joint venture partner.  The Company performed management, leasing, development and other services for the properties owned by the unconsolidated joint ventures and recognized $5.5 million and $6.2 million for such services in the years ended December 31, 2015 and 2014, respectively.  The Company had $0.8 million and $1.0 million in accounts receivable due from its unconsolidated joint ventures as of December 31, 2015 and 2014. 

 

Included in the Company’s investments in unconsolidated joint ventures as of December 31, 2015 are five unconsolidated development joint ventures, which are VIEs for which the Company is not the primary beneficiary.  These joint ventures are primarily established to develop real estate property for long-term investment and were deemed VIEs primarily based on the fact that the equity investment at risk was not sufficient to permit the entities to finance their activities without additional financial support.  The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period.  The Company determined that it was not the primary beneficiary of these VIEs based on the fact that the Company has shared control of these entities along with the entity’s partners and therefore does not have controlling financial interests in these VIEs.  The Company’s aggregate investment in these VIEs was approximately $173.4 million as of December 31, 2015.  The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be approximately $207.1 million, which includes the Company’s current investment and estimated future funding commitments/guarantees of approximately $33.7 million.  The Company has not provided financial support to these VIEs that it was not previously contractually required to provide.  In general, future costs of development not financed through third parties will be funded with capital contributions from the Company and its outside partners in accordance with their respective ownership percentages.   

 

 

 

 

 

The following is a summary of the Company's unconsolidated joint ventures as of December 31, 2015 and 2014:  (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property Debt

 

 

Number of

Company's

 

 

Carrying Value

 

 

As of December 31, 2015

 

 

Apartment Units

Effective

 

 

December 31,

 

 

December 31,

 

 

 

Maturity

Interest

 

Entity / Property Name

or Square Feet (sf)

Ownership % (a)

 

 

 2015 

 

 

 2014 

 

 

Balance

Date

Rate

 

Multi-family

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marbella RoseGarden, L.L.C./ Marbella  (b)

 412 

units

 24.27 

%

 

$

 15,569 

 

$

 15,779 

 

$

 95,000 

05/01/18

 4.99 

%

 

RoseGarden Monaco Holdings, L.L.C./ Monaco   (b)

 523 

units

 15.00 

%

 

 

 937 

 

 

 2,161 

 

 

 165,000 

02/01/21

 4.19 

%

 

Rosewood Lafayette Holdings, L.L.C./ Highlands at Morristown Station (c)

 217 

units

 25.00 

%

 

 

 -

 

 

 62 

 

 

 -

 -

-

 

 

PruRose Port Imperial South 15, LLC /RiversEdge at Port Imperial (b)

 236 

units

 50.00 

%

 

 

 -

 

 

 -

 

 

 57,500 

09/01/20

 4.32 

%

 

Rosewood Morristown, L.L.C. / Metropolitan at 40 Park  (d) (e)

130 

units

 12.50 

%

 

 

 5,723 

 

 

 6,029 

 

 

 45,982 

(f)

(f)

 

 

Overlook Ridge JV 2C/3B, L.L.C./The Chase at Overlook Ridge  (b)

 371 

units

 50.00 

%

 

 

 2,039 

 

 

 2,524 

 

 

 52,662 

01/26/16

L+2.50

%

(g)

PruRose Riverwalk G, L.L.C./ RiverTrace at Port Imperial   (b)

 316 

units

 25.00 

%

 

 

 -

 

 

 955 

 

 

 79,393 

07/15/21

 6.00 

%

(h)

Elmajo Urban Renewal Associates, LLC / Lincoln Harbor (Bldg A&C)  (b)

 355 

units

 7.50 

%

 

 

 -

 

 

 -

 

 

 128,100 

03/01/30

 4.00 

%

(i)

Crystal House Apartments Investors LLC / Crystal House  (j)

 798 

units

 25.00 

%

 

 

 28,114 

 

 

 27,051 

 

 

 165,000 

04/01/20

 3.17 

%

 

Portside Master Company, L.L.C./ Portside at Pier One - Bldg 7  (b)

 176 

units

 38.25 

%

 

 

 -

 

 

 1,747 

 

 

 42,500 

12/04/17

L+2.50

%

(k)

PruRose Port Imperial South 13, LLC / RiverParc at Port Imperial  (b)

 280 

units

 20.00 

%

 

 

 -

 

 

 1,087 

 

 

 70,386 

06/27/16

L+2.15

%

(l)

Roseland/Port Imperial Partners, L.P./ Riverwalk C  (b) (m)

 363 

units

 20.00 

%

 

 

 1,678 

 

 

 1,800 

 

 

 -

-

-

 

 

RoseGarden Marbella South, L.L.C./ Marbella II 

311 

units

 24.27 

%

 

 

 16,728 

 

 

 11,282 

 

 

 68,046 

03/30/17

L+2.25

%

(n)

Estuary Urban Renewal Unit B, LLC / Lincoln Harbor (Bldg B)  (b)

 227 

units

 7.50 

%

 

 

 -

 

 

 -

 

 

 81,900 

03/01/30

 4.00 

%

(o)

Riverpark at Harrison I, L.L.C./ Riverpark at Harrison  (c)

 141 

units

 45.00 

%

 

 

 2,544 

 

 

 4,744 

 

 

 30,000 

08/01/25

 3.70 

%

(p)

Capitol Place Mezz LLC / Station Townhouses

 378 

units

 50.00 

%

 

 

 46,267 

 

 

 49,327 

 

 

 100,700 

07/01/33

 4.82 

%

(q)

Harborside Unit A Urban Renewal, L.L.C. / URL Harborside

 763 

units

 85.00 

%

 

 

 96,799 

 

 

 34,954 

 

 

 63,871 

08/01/29

 5.197 

%

(r)

RoseGarden Monaco, L.L.C./ San Remo Land

 250 

potential units

 41.67 

%

 

 

 1,339 

 

 

 1,283 

 

 

 -

-

-

 

 

Grand Jersey Waterfront URA, L.L.C./ Liberty Landing

 850 

potential units

 50.00 

%

 

 

 337 

 

 

 337 

 

 

 -

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Red Bank Corporate Plaza, L.L.C./ Red Bank

 92,878 

sf

 50.00 

%

 

 

 4,140 

 

 

 3,963 

 

 

 15,124 

05/17/16

L+3.00

%

(s)

12 Vreeland Associates, L.L.C./ 12 Vreeland Road

 139,750 

sf

 50.00 

%

 

 

 5,890 

 

 

 5,620 

 

 

 12,543 

07/01/23

 2.87 

%

 

BNES Associates III / Offices at Crystal Lake

 106,345 

sf

 31.25 

%

 

 

 2,295 

 

 

 1,993 

 

 

 6,133 

11/01/23

 4.76 

%

 

Hillsborough 206 Holdings, L.L.C./ Hillsborough 206

 160,000 

sf

 50.00 

%

 

 

 1,962 

 

 

 1,962 

 

 

 -

-

-

 

 

KPG-P 100 IMW JV, LLC / 100 Independence Mall West

 339,615 

sf

 33.33 

%

 

 

 -

 

 

 -

 

 

 61,500 

09/09/16

L+7.00

%

(t)

Keystone-Penn (c)

 1,842,820 

sf

(u)

 

 

 

 -

 

 

 -

 

 

 227,111 

(v)

(v)

 

 

Keystone-TriState

 1,266,384 

sf

(w)

 

 

 

 3,958 

 

 

 6,140 

 

 

 208,476 

(x)

(x)

 

 

KPG-MCG Curtis JV, L.L.C./ Curtis Center  (y)

 885,000 

sf

 50.00 

%

 

 

 59,858 

 

 

 59,911 

 

 

(z)

(z)

(z)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plaza VIII & IX Associates, L.L.C./ Vacant land (parking operations)

 1,225,000 

sf

 50.00 

%

 

 

 4,055 

 

 

 4,022 

 

 

 -

-

-

 

 

Roseland/North Retail, L.L.C./ Riverwalk at Port Imperial  (b)

 30,745 

sf

 20.00 

%

 

 

 1,758 

 

 

 1,828 

 

 

 -

-

-

 

 

South Pier at Harborside / Hyatt Regency Jersey City on the Hudson

350 

rooms

 50.00 

%

 

 

(aa)

 

 

(aa)

 

 

 63,741 

(ab)

(ab)

 

 

Stamford SM LLC / Senior Mezzanine Loan  (ac)

n/a

n/a

 80.00 

%

 

 

 -

 

 

 -

 

 

 -

-

-

 

 

Other (ad)

 

 

 

 

 

 

 1,467 

 

 

 907 

 

 

 -

-

-

 

 

Totals:

 

 

 

 

 

$

 303,457 

 

$

 247,468 

 

$

 1,840,668 

 

 

 

 

 

 

 

 

 

 

(a)      

Company's effective ownership % represents the Company's entitlement to residual distributions after payments of priority returns, where applicable.

(b)      

The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the Company is not expected to meaningfully participate in the venture's cash flows in the near term.

(c)      

See discussion in Recent Transactions following in this footnote.

(d)      

Through the joint venture, the Company also owns a 12.5 percent interest in a 50,973 square feet retail building ("Shops at 40 Park") and a 25 percent interest in a to-be-built 59-unit, five story multi-family rental development property ("Lofts at 40 Park"). 

(e)      

The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the payment of the outstanding balance remaining on a note ($975 as of December 31, 2015), and is not expected to meaningfully participate in the venture's cash flows in the near term.

(f)      

Property debt balance consists of: (i) a loan, collateralized by the Metropolitan at 40 Park, with a balance of $38,410, bears interest at 3.25 percent, matures in September 2020; (ii) an amortizable loan, collateralized by the Shops at 40 Park, with a balance of $6,455, bears interest at 3.63 percent, matures in August 2018; and (iii) a loan, collateralized by the Lofts at 40 Park, with a balance of $1,117, bears interest at LIBOR plus 250 basis points and matures in September 2016.  The Shops at 40 Park mortgage loan also provides for additional borrowing proceeds of $1 million based on certain preferred thresholds being achieved.

(g)      

The construction loan has a maximum borrowing amount of $55,500 and provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points each.  The joint venture has a swap agreement that fixes the all-in rate to 3.0875 percent per annum on an initial notional amount of $1,840, increasing to $52,000, for the period from September 3, 2013 to November 2, 2015.

(h)       

The permanent loan has a maximum borrowing amount of $80,249.

(i)       

The construction loan with a maximum borrowing amount of $91,000 converted to a permanent loan on February 27, 2015.  

(j)      

The Company also owns a 50 percent interest in a vacant land to accommodate the development of approximately 295 additional units of which 252 are currently approved.

(k)       

The construction loan has a maximum borrowing amount of $42,500 and provides, subject to certain conditions, two two-year extension options with a fee of 12.5 basis points for the first two-year extension and 25 basis points for the second two-year extension.

(l)     

The construction loan has a maximum borrowing amount of $73,350 and provides, subject to certain conditions, one-year extension option followed by a six-month extension option with a fee of 25 basis points each. The joint venture has a swap agreement that fixes the all-in rate to 2.79 percent per annum on an initial notional amount of $1,620, increasing to $69,500 for the period from July 1, 2013 to January 1, 2016.

(m)      

The Company also owns a 20 percent residual interest in undeveloped land parcels: parcels 6, I, and J ("Port Imperial North Land") that can accommodate the development of 836 apartment units.

(n)      

The construction loan has a maximum borrowing amount of $77,400 and provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points for each year.

(o)      

The construction loan with a maximum borrowing amount of $57,000 converted to a permanent loan on February 27, 2015.

(p)      

The construction loan with a maximum borrowing amount of $23,400 converted to a permanent loan on July 14, 2015.  See discussion in Recent Transactions following in this footnote.

(q)       

The construction/permanent loan has a maximum borrowing amount of $100,700 with amortization starting in August 2017.

(r)    

The construction/permanent loan has a maximum borrowing amount of $192,000.

(s)      

The joint venture has a swap agreement that fixes the all-in rate to 3.99375 percent per annum on an initial notional amount of $13,650 and then adjusting in accordance with an amortization schedule, which is effective from October 17, 2011 through loan maturity.

(t)       

The mortgage loan has two one-year extension options, subject to certain conditions.

(u)      

The Company’s equity interests in the joint ventures will be subordinated to Keystone Entities receiving a 15 percent internal rate of return (“IRR”) after which the Company will receive a 10 percent IRR on its subordinate equity and then all profit will be split equally.  See discussion in Recent Transactions following in this footnote.

(v)      

Principal balance of $127,600 bears interest at 5.114 percent and matures on August 27, 2023; principal balance of $45,500 bears interest at 5.01 percent and matures on September 6, 2025; principal balance of $32,336 bears interest at rates ranging from LIBOR+5.0 percent to LIBOR+5.75 percent and matures on August 27, 2016; principal balance of $11,250 bears interest at LIBOR+5.5 percent and matures on January 9, 2019; principal balance of $10,425 bears interest at LIBOR+6.0 percent matures on August 31, 2016.

(w)     

Includes the Company’s pari-passu interests of $4.0 million in five properties and Company’s subordinated equity interests to Keystone Entities receiving a 15 percent internal rate of return (“IRR”) after which the Company will receive a 10 percent IRR on its subordinate equity and then all profit will be split equally.

(x)      

Principal balance of $42,107 bears interest at 4.95 percent and matures on July 1, 2017; principal balance of $73,670 bears interest at rates ranging from 5.65 percent to 6.75 percent and matures on September 9, 2017; principal balance of $14,250 bears interest at 4.88 percent and matures on July 6, 2024; principal balance of $63,400 bears interest at 4.93 percent and matures on July 6, 2044; principal balance of $15,050 bears interest at 4.71 percent and matures on August 6, 2044.

(y)

Includes undivided interests in the same manner as investments in noncontrolling partnership, pursuant to ASC 970-323-25-12. 

(z)

See Note 10: Mortgages, Loans Payable and Other Obligations for debt secured by interests in these assets.

(aa)

The negative carrying value for this venture of $3,317 and $1,854 as of December 31, 2015 and 2014, respectively, were included in accounts payable, accrued expenses and other liabilities.

(ab)      

Balance includes: (i) mortgage loan, collateralized by the hotel property, with a balance of $60,147, bears interest at 6.15 percent and matures in November 2016, and (ii) loan with a balance of $3,594, bears interest at fixed rates ranging from 6.09 percent to 6.62 percent and matures in August 1, 2020.  The Company posted a $3.6 million letter of credit in support of this loan, half of which is indemnified by the partner.

(ac)      

The joint venture collected net proceeds of $47.2 million at maturity, of which the Company received its share of $37.8 million on August 6, 2014.

(ad)

The Company owns other interests in various unconsolidated joint ventures, including interests in assets previously owned and interest in ventures whose businesses are related to its core operations. These ventures are not expected to significantly impact the Company's operations in the near term. 

 

 

 

The following is a summary of the Company’s equity in earnings (loss) of unconsolidated joint ventures for the years ended December 31, 2015 and 2014: (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Year Ended December 31,

Entity / Property Name

 

 2015 

 

 

 2014 

 

 

 2013 

Multi-family

 

 

 

 

 

 

 

 

Marbella RoseGarden, L.L.C./ Marbella 

$

 231 

 

$

 (19)

 

$

 (540)

RoseGarden Monaco Holdings, L.L.C./ Monaco

 

 (1,224)

 

 

 (1,040)

 

 

 (1,560)

Rosewood Lafayette Holdings, L.L.C./ Highlands at Morristown Station

 

 (62)

 

 

 (853)

 

 

 (1,131)

PruRose Port Imperial South 15, LLC /RiversEdge at Port Imperial

 

 -

 

 

 -

 

 

 (606)

Rosewood Morristown, L.L.C. / Metropolitan at 40 Park

 

 (364)

 

 

 (345)

 

 

 (509)

Overlook Ridge JV 2C/3B, L.L.C./The Chase at Overlook Ridge

 

 (371)

 

 

 (384)

 

 

 293 

PruRose Riverwalk G, L.L.C./ RiverTrace at Port Imperial 

 

 (955)

 

 

 (2,139)

 

 

 (985)

Elmajo Urban Renewal Associates, LLC / Lincoln Harbor (Bldg A&C)

 

 -

 

 

 (203)

 

 

 (345)

Crystal House Apartments Investors LLC / Crystal House

 

 (123)

 

 

 (139)

 

 

 (2,639)

Portside Master Company, L.L.C./ Portside at Pier One - Bldg 7

 

 (1,736)

 

 

 (1,163)

 

 

 (421)

PruRose Port Imperial South 13, LLC / RiverParc at Port Imperial 

 

 (988)

 

 

 (863)

 

 

 (664)

Roseland/Port Imperial Partners, L.P./ Riverwalk C

 

 (474)

 

 

 (646)

 

 

 (740)

RoseGarden Marbella South, L.L.C./ Marbella II

 

 -

 

 

 -

 

 

 (57)

Estuary Urban Renewal Unit B, LLC / Lincoln Harbor (Bldg B)

 

 1 

 

 

 (15)

 

 

 (157)

Riverpark at Harrison I, L.L.C./ Riverpark at Harrison 

 

 (363)

 

 

 (150)

 

 

 -

Capitol Place Mezz LLC / Station Townhouses

 

 (3,687)

 

 

 (75)

 

 

 -

Harborside Unit A Urban Renewal, L.L.C. / URL Harborside

 

 -

 

 

 (218)

 

 

 -

RoseGarden Monaco, L.L.C./ San Remo Land

 

 -

 

 

 -

 

 

 -

Grand Jersey Waterfront URA, L.L.C./ Liberty Landing

 

 (32)

 

 

 (54)

 

 

 (77)

Office

 

 

 

 

 

 

 

 

Red Bank Corporate Plaza, L.L.C./ Red Bank

 

 392 

 

 

 380 

 

 

 372 

12 Vreeland Associates, L.L.C./ 12 Vreeland Road

 

 270 

 

 

 106 

 

 

 74 

BNES Associates III / Offices at Crystal Lake

 

 115 

 

 

 240 

 

 

 (14)

Hillsborough 206 Holdings, L.L.C./ Hillsborough 206

 

 (5)

 

 

 (10)

 

 

 (35)

KPG-P 100 IMW JV, LLC / 100 Independence Mall West

 

 (800)

 

 

 (1,887)

 

 

 (913)

Keystone-Penn

 

 3,812 

 

 

 -

 

 

 -

Keystone-TriState

 

 (2,182)

 

 

 (318)

 

 

 -

KPG-MCG Curtis JV, L.L.C./ Curtis Center

 

 475 

 

 

 624 

 

 

 -

Other

 

 

 

 

 

 

 

 

Plaza VIII & IX Associates, L.L.C./ Vacant land (parking operations)

 

 344 

 

 

 320 

 

 

 99 

Roseland/North Retail, L.L.C./ Riverwalk at Port Imperial

 

 (70)

 

 

 (102)

 

 

 (230)

South Pier at Harborside / Hyatt Regency Jersey City on the Hudson

 

 3,036 

 

 

 2,602 

 

 

 2,519 

Stamford SM LLC / Senior Mezzanine Loan

 

 -

 

 

 2,337 

 

 

 3,719 

Other

 

 1,588 

 

 

 1,591 

 

 

 2,220 

Company's equity in earnings (loss) of unconsolidated joint ventures

$

 (3,172)

 

$

 (2,423)

 

$

 (2,327)

 

The following is a summary of the combined financial position of the unconsolidated joint ventures in which the Company had investment interests as of December 31, 2015 and 2014: (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

 2015 

 

 

 2014 

Assets:

 

 

 

 

 

 

  Rental property, net

 

$

 1,781,621 

 

$

 1,534,812 

  Other assets

 

 

 307,000 

 

 

 398,222 

  Total assets

 

$

 2,088,621 

 

$

 1,933,034 

Liabilities and partners'/

 

 

 

 

 

 

members' capital:

 

 

 

 

 

 

  Mortgages and loans payable

 

$

 1,298,293 

 

$

 1,060,020 

  Other liabilities

 

 

 215,951 

 

 

 211,340 

  Partners'/members' capital

 

 

 574,377 

 

 

 661,674 

  Total liabilities and

 

 

 

 

 

 

  partners'/members' capital

 

$

 2,088,621 

 

$

 1,933,034 

 

The following is a summary of the combined results from operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the years ended December 31, 2015,  2014 and 2013:  (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 2015 

 

 

 2014 

 

 

 2013 

Total revenues

$

 318,980 

 

$

 305,034 

 

$

 255,510 

Operating and other expenses

 

 (220,982)

 

 

 (233,320)

 

 

 (217,739)

Depreciation and amortization

 

 (71,711)

 

 

 (42,985)

 

 

 (32,889)

Interest expense

 

 (52,972)

 

 

 (32,862)

 

 

 (16,709)

Net loss

$

 (26,685)

 

$

 (4,133)

 

$

 (11,827)

Recent Transactions

 

KEYSTONE-PENN

On August 28, 2015, Rosetree KPG III, L.L.C., which owns a 236,417 square-foot two-building office property located in Media, Pennsylvania refinanced its $31.8 million loan and obtained a new $45.5 million mortgage loan. The Company received a distribution of $3.7 million as its share of the loan proceeds recognized as equity in earnings during the year ended December 31, 2015 (as a result of having no carrying value of its investment in the unconsolidated joint venture).

 

RIVERPARK AT HARRISON I, L.L.C./RIVERPARK AT HARRISON

On July 14, 2015, Riverpark at Harrison I, L.L.C. (“Riverpark”), which owns a 141-unit multi-family rental property located in Harrison, New Jersey, refinanced the $23.4 million construction loan, and obtained a $30 million mortgage loan. The Company received a distribution of $1.7 million from the loan proceeds. Concurrent with the loan refinancing, the Company, which holds a 36 percent interest in Riverpark, and its venture partners that hold ownership interests aggregating 44 percent acquired the 20 percent interest of the remaining partner group for $2.1 million.  As a result of the 20 percent redemption, the Company’s ownership interest increased to 45 percent with the remaining venture partners owning 55 percent.  The Company has determined that the joint venture is not a VIE since the equity investment at risk is sufficient to permit Riverpark to finance its activities without additional financial support.  As control is shared with the partners in accordance with the operating agreement, the Company will continue to have an unconsolidated joint venture interest in Riverpark under the provisions of ASC 810, Consolidation.

 

ROSEWOOD LAFAYETTE HOLDINGS, L.L.C./HIGHLANDS AT MORRISTOWN STATION

On June 1, 2015, the Company sold its 25 percent equity interest in Rosewood Lafayette Holdings L.L.C., a joint venture which owns the Highlands at Morristown Station, a 217-unit multi-family property located in Morristown, New Jersey, to its joint venture partner and realized a gain on the sale of $6.4 million.

 

v3.3.1.900
Deferred Charges, Goodwill And Other Assets, Net
 12 Months Ended
Dec. 31, 2015
Deferred Charges, Goodwill And Other Assets, Net [Abstract]  
Deferred Charges, Goodwill And Other Assets, Net

 

5.    DEFERRED CHARGES, GOODWILL AND OTHER ASSETS, NET

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        December 31,

(dollars in thousands)

 

 2015 

 

 

 2014 

Deferred leasing costs

$

 239,690 

 

$

 239,138 

Deferred financing costs

 

 23,723 

 

 

 24,042 

 

 

 263,413 

 

 

 263,180 

Accumulated amortization

 

 (126,816)

 

 

 (122,358)

Deferred charges, net

 

 136,597 

 

 

 140,822 

Notes receivable (1)

 

 13,496 

 

 

 21,491 

In-place lease values, related intangibles and other assets, net (2)(3)

 

 10,931 

 

 

 6,565 

Goodwill

 

 2,945 

 

 

 2,945 

Prepaid expenses and other assets, net (4)

 

 49,408 

 

 

 32,827 

 

 

 

 

 

 

Total deferred charges, goodwill and other assets, net

$

 213,377 

 

$

 204,650 

 

(1)Includes as of December 31, 2015: a mortgage receivable for $10.4 million which bears interest at LIBOR plus six percent and matures in August 2016; and an interest-free note receivable with a net present value of $3.1 million and matures in April 2023.  The Company believes these balances are fully collectible.

(2)In accordance with ASC 805, Business Combinations, the Company recognizes rental revenue of acquired above and below market lease intangibles over the terms of the respective leases.  The impact of amortizating the acquired above and below-market lease intangibles increased revenue by approximately $0.2 million, $0.7 million and $1.5 million for the years ended December 31, 2015,  2014 and 2013, respectively.  The following table summarizes, as of December 31, 2015, the scheduled amortization of the Company’s acquired above and below-market lease intangibles for each of the five succeeding years (dollars in thousands). 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired Above-

 

 

Acquired Below-

 

 

 

 

 

Market Lease

 

 

Market Lease

 

 

Total

Year

 

Intangibles

 

 

Intangibles

 

 

Amortization

2016

$

 (776)

 

$

 345 

 

$

 (431)

2017

 

 (708)

 

 

 339 

 

 

 (369)

2018

 

 (645)

 

 

 289 

 

 

 (356)

2019

 

 (529)

 

 

 156 

 

 

 (373)

2020

 

 (341)

 

 

 21 

 

 

 (320)

 

(3)In accordance with ASC 805, Business Combinations, the value of acquired in-place lease intangibles are amortized to expense over the remaining initial terms of the respective leases.  The impact of the amortization of acquired in-place lease values is included in depreciation and amortization expense and amounted to approximately $1.4 million, $6.9 million and $10.7 million for the years ended December 31, 2015,  2014 and 2013, respectively.  The following table summarizes, as of December 31, 2014, the scheduled amortization of the Company’s acquired in-place lease values for each of the five succeeding years (dollars in thousands). 

 

 

 

 

 

 

 

 

Year

 

 

 

2016

 

$

 2,399 

2017

 

 

 2,093 

2018

 

 

 1,175 

2019

 

 

 979 

2020

 

 

 -

 

 

(4)Includes as of December 31, 2015, deposits of $15.1 million for acquisitions and developments.

 

DERIVATIVE FINANCIAL INSTRUMENTS

The Company does not have any derivative instruments designated as cash flow hedges.  The following table summarizes the notional and fair value of the Company’s derivative financial instruments, designated as fair value hedges, as of December 31, 2015 and 2014 (dollars in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Fair Value

 

 

Notional

 

 

Strike

 

 

Effective

 

Expiration

 

 

December 31,

 

 

Value

(a)

 

Rate

 

 

Date

 

Date

 

 

 2015 

 

 

 2014 

LIBOR Cap

$

 51,000 

 

 

 1.5 

%

 

September 2014

 

October 2015

 

$

 -

 

$

 1 

LIBOR Cap

 

 24,000 

 

 

 1.5 

%

 

September 2014

 

October 2015

 

 

 -

 

 

 1 

LIBOR Cap

 

 51,000 

 

 

 1.75 

%

 

October 2015

 

October 2016

 

 

 1 

 

 

 64 

LIBOR Cap

 

 24,000 

 

 

 1.75 

%

 

October 2015

 

October 2016

 

 

 1 

 

 

 29 

 

 

 

 

 

 

 

 

 

 

 

 

$

 2 

 

$

 95 

 

(a)

The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks.

 

The Company includes these derivative financial instruments, which were recorded in the year ended December 31, 2014, in deferred charges, goodwill and other assets, net.  As changes in the fair value of these derivative financial instruments are recorded in earnings, the Company recorded a loss on the change in fair value of $93,000 and $79,000 during the years ended December 31, 2015 and 2014, respectively, which is included in interest and other investment income in the consolidated statements of operations.

 

v3.3.1.900
Restricted Cash
 12 Months Ended
Dec. 31, 2015
Restricted Cash [Abstract]  
Restricted Cash

6.    RESTRICTED CASH

 

Restricted cash generally includes tenant and resident security deposits for certain of the Company’s properties, and escrow and reserve funds for debt service, real estate taxes, property insurance, capital improvements, tenant improvements, and leasing costs established pursuant to certain mortgage financing arrangements, and is comprised of the following:  (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 2015 

 

 

 2014 

Security deposits

$

 7,785 

 

$

 7,795 

Escrow and other reserve funds

 

 27,558 

 

 

 26,450 

 

 

 

 

 

 

Total restricted cash

$

 35,343 

 

$

 34,245 

 

 

v3.3.1.900
Discontinued Operations
 12 Months Ended
Dec. 31, 2015
Discontinued Operations [Abstract]  
Discontinued Operations

 

7.    DISCONTINUED OPERATIONS

 

On January 1, 2014, the Company early adopted the new discontinued operations accounting standard and as the properties disposed of during the year ended December 31, 2015 and 2014 did not represent a strategic shift (as the Company is not entirely exiting markets or property types), they have not been reflected as part of discontinued operations.  See Note 3: Recent Transactions – Dispositions.

 

During the year ended December 31, 2013, the Company disposed of 24 office properties located in New York, New Jersey, Pennsylvania and Connecticut aggregating 3 million square feet and three developable land parcels for total net sales proceeds of approximately $390.6 million.  The Company has presented these properties as discontinued operations in its statements of operations for all periods presented.

 

The following table summarizes income from discontinued operations and the related realized gains (losses) and unrealized losses on disposition of rental property and impairments, net, for the year ended December 31, 2013: (dollars in thousands)

 

 

 

 

 

 

Total revenues

$

 33,601 

Operating and other expenses

 

 (13,454)

Depreciation and amortization

 

 (8,218)

Interest expense

 

 (118)

 

 

 

Income from discontinued operations

 

 11,811 

 

 

 

Loss from early extinguishment of debt

 

 (703)

Impairments (1)

 

 (23,851)

 

 

 

Realized gains on disposition of rental property

 

 83,371 

Realized gains (losses) and unrealized losses on

 

 

  disposition of rental property and impairments, net

 59,520 

 

 

 

Total discontinued operations, net

$

 70,628 

 

(1)Represents impairment charges recorded on certain properties prior to their sale.  

 

v3.3.1.900
Senior Unsecured Notes
 12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Senior Unsecured Notes

 

8.    SENIOR UNSECURED NOTES

 

On January 7, 2016, the Company obtained a new $350 million unsecured term loan, which matures in January 2019 with two one-year extension options. The interest rate for the new term loan is currently 140 basis points over LIBOR, subject to adjustment on a sliding scale based on the Company's unsecured debt ratings, or at the Company's option, a defined leverage ratio. The Company entered into interest rate swap arrangements to fix LIBOR for the duration of the term loan. Including costs, the loan provides for a current all-in fixed rate of 3.12 percent. The proceeds from the loan were used primarily to repay outstanding borrowings on its unsecured revolving credit facility and to repay the Company's $200 million, 5.8 percent senior unsecured notes that matured on January 15, 2016.

 

A summary of the Company’s senior unsecured notes as of December 31, 2015 and 2014 is as follows:  (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

Effective

 

 

 

 

 2015 

 

 

 2014 

 

Rate (1)

 

5.800% Senior Unsecured Notes, due January 15, 2016 (2)

 

$

 200,010 

 

$

 200,086 

 

 5.806 

%

2.500% Senior Unsecured Notes, due  December 15, 2017

 

 

 249,446 

 

 

 249,150 

 

 2.803 

%

7.750% Senior Unsecured Notes, due August 15, 2019

 

 

 249,227 

 

 

 249,013 

 

 8.017 

%

4.500% Senior Unsecured Notes, due April 18, 2022

 

 

 299,624 

 

 

 299,565 

 

 4.612 

%

3.150% Senior Unsecured Notes, due May 15, 2023

 

 

 270,537 

 

 

 269,930 

 

 3.517 

%

 

 

 

 

 

 

 

 

 

 

Total senior unsecured notes

 

$

 1,268,844 

 

$

 1,267,744 

 

 

 

 

(1)Includes the cost of terminated treasury lock agreements (if any), offering and other transaction costs and the discount/premium on the notes, as applicable.

(2)On January 15, 2016, the Company repaid these notes at their maturity using proceeds from a new unsecured term loan and borrowings under the Company’s unsecured revolving credit facility.  

 

The terms of the Company’s senior unsecured notes include certain restrictions and covenants which require compliance with financial ratios relating to the maximum amount of debt leverage, the maximum amount of secured indebtedness, the minimum amount of debt service coverage and the maximum amount of unsecured debt as a percent of unsecured assets.   The Company was in compliance with its debt covenants under the indenture relating to its senior unsecured notes as of December 31, 2015.

 

v3.3.1.900
Unsecured Revolving Credit Facility
 12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Unsecured Revolving Credit Facility

 

9.    UNSECURED REVOLVING CREDIT FACILITY

 

On July 16, 2013, the Company amended and restated its unsecured revolving credit facility with a group of 17 lenders.  The $600 million facility is expandable to $1 billion and matures in July 2017.   It has two six-month extension options each requiring the payment of a 7.5 basis point fee.  The interest rate on outstanding borrowings (not electing the Company’s competitive bid feature) and the facility fee on the current borrowing capacity payable quarterly in arrears are based upon the Operating Partnership’s unsecured debt ratings, as follows: 

 

 

 

 

 

 

 

 

 

 

Operating Partnership's

 

Interest Rate -

 

 

Unsecured Debt Ratings:

 

Applicable Basis Points

 

Facility Fee

Higher of S&P or Moody's

 

Above LIBOR

 

Basis Points

No ratings or less than BBB-/Baa3

 

 170.0 

 

 35.0 

BBB- or Baa3 (current)

 

 130.0 

 

 30.0 

BBB or Baa2

 

 110.0 

 

 20.0 

BBB+ or Baa1

 

 100.0 

 

 15.0 

A- or A3 or higher

 

 92.5 

 

 12.5 

 

The facility has a competitive bid feature, which allows the Company to solicit bids from lenders under the facility to borrow up to $300 million at interest rates less than those above. 

 

The terms of the unsecured facility include certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios of the facility described below, or (ii) the property dispositions are completed while the Company is under an event of default under the facility, unless, under certain circumstances, such disposition is being carried out to cure such default), and which require compliance with financial ratios relating to the maximum leverage ratio (60 percent), the maximum amount of secured indebtedness (40 percent), the minimum amount of fixed charge coverage (1.5 times), the maximum amount of unsecured indebtedness (60 percent), the minimum amount of unencumbered property interest coverage (2.0 times) and certain investment limitations (generally 15 percent of total capitalization).    If an event of default has occurred and is continuing, the Company will not make any excess distributions except to enable the Company to continue to qualify as a REIT under the Code.  The Company was in compliance with its debt covenants under its revolving credit facility as of December 31, 2015.

 

As of December 31, 2015, the Company had outstanding borrowings of $155 million under its unsecured revolving credit facility and had no outstanding borrowings under the facility as of December 31, 2014.

 

Through July 15, 2013, the Company had a $600 million unsecured revolving credit facility, which had an interest rate on outstanding borrowings of LIBOR plus 125 basis points and a facility fee of 25 basis points. 

 

v3.3.1.900
Mortgages, Loans Payable And Other Obligations
 12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Mortgages, Loans Payable And Other Obligations

 

10.   MORTGAGES, LOANS PAYABLE AND OTHER OBLIGATIONS

 

The Company has mortgages, loans payable and other obligations which primarily consist of various loans collateralized by certain of the Company’s rental properties, land and development projects.  As of December 31, 2015,  23 of the Company’s properties, with a total carrying value of approximately $739 million, and four of the Company’s land and development projects, with a total carrying value of approximately $215 million, are encumbered by the Company’s mortgages and loans payable.  Payments on mortgages, loans payable and other obligations are generally due in monthly installments of principal and interest, or interest only.  Except as noted below, the Company was in compliance with its debt covenants under its mortgages and loans payable as of December 31, 2015.

 

A summary of the Company’s mortgages, loans payable and other obligations as of December 31, 2015 and 2014 is as follows: (dollars in thousands) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective

 

 

 

December 31,

 

 

 

Property/Project Name

Lender

 

Rate (a)

 

 

 

 2015 

 

 

 2014 

 

Maturity

 

Overlook - Site IIID,IIIC, IIIA &

 

 

 

 

 

 

 

 

 

 

 

 

 

Overlook - Site IIB (b)

Wells Fargo Bank N.A.

 

-

 

 

 

 -

 

$

 23,047 

 

-

 

10 Independence, 4 Sylvan, 210 Clay &

 

 

 

 

 

 

 

 

 

 

 

 

 

5 Becker (c)

Wells Fargo CMBS

 

-

 

 

 

 -

 

 

 58,696 

 

-

 

6 Becker, 85 Livingston,

 

 

 

 

 

 

 

 

 

 

 

 

 

75 Livingston & 20 Waterview

Wells Fargo CMBS

 

 10.260 

%

 

$

 63,279 

 

 

 65,035 

 

08/11/14

(d)

9200 Edmonston Road

Principal Commercial Funding L.L.C.

 

 9.780 

%

 

 

 3,793 

 

 

 3,951 

 

05/01/15

(e)

Port Imperial South

Wells Fargo Bank N.A.

LIBOR+1.75

%

 

 

 34,962 

 

 

 44,119 

 

01/17/16

(f)

4 Becker

Wells Fargo CMBS

 

 9.550 

%

 

 

 40,083 

 

 

 39,421 

 

05/11/16

 

Curtis Center (g)

CCRE & PREFG

LIBOR+5.912

%

(h)

 

 64,000 

 

 

 64,000 

 

10/09/16

 

Various (i)   

Prudential Insurance

 

 6.332 

%

 

 

 143,513 

 

 

 145,557 

 

01/15/17

 

150 Main St.

Webster Bank

LIBOR+2.35

%

 

 

 10,937 

 

 

 1,193 

(j)

03/30/17

 

23 Main Street

JPMorgan CMBS

 

 5.587 

%

 

 

 28,541 

 

 

 29,210 

 

09/01/18

 

Harborside Plaza 5

The Northwestern Mutual Life

 

 6.842 

%

 

 

 217,736 

 

 

 221,563 

 

11/01/18

 

 

Insurance Co. & New York Life

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Co.

 

 

 

 

 

 

 

 

 

 

 

 

100 Walnut Avenue

Guardian Life Insurance Co.

 

 7.311 

%

 

 

 18,273 

 

 

 18,542 

 

02/01/19

 

One River Center (k)

Guardian Life Insurance Co.

 

 7.311 

%

 

 

 41,859 

 

 

 42,476 

 

02/01/19

 

Park Square

Wells Fargo Bank N.A.

LIBOR+1.872

%

(l)

 

 27,500 

 

 

 27,500 

 

04/10/19

 

Port Imperial South 4/5 Retail

American General Life & A/G PC

 

 4.559 

%

 

 

 4,000 

 

 

 4,000 

 

12/01/21

 

Port Imperial South 4/5 Garage

American General Life & A/G PC

 

 4.853 

%

 

 

 32,600 

 

 

 32,600 

 

12/01/29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total mortgages, loans payable and other obligations

 

 

 

 

$

 731,076 

 

$

 820,910 

 

 

 

 

 

 

 

 

 

(a)

Reflects effective rate of debt, including deferred financing costs, comprised of the cost of terminated treasury lock agreements (if any), debt initiation costs, mark-to-market adjustment of acquired debt and other transaction costs, as applicable.

(b)

On March 27, 2015, the Company repaid these loans, which had interest rates ranging from LIBOR plus 2.50 to 3.50 percent, at par, using borrowings on the Company's unsecured revolving credit facility.

(c)

During the year ended December 31, 2015, the Company transferred the deeds for these properties to the lender in satisfaction of its obligations on the loans with interest rates ranging from 10.260% to 19.450%.  See Note 3: Recent Transactions - Dispositions.

(d)

Mortgage is cross collateralized by the four properties.  The loan was not repaid at maturity and the Company is in discussions with the lender regarding potential options in satisfaction of the obligation. 

(e)

Excess cash flow, as defined, is being held by the lender for re-leasing costs.  The deed for the property was placed in escrow and is available to the lender in the event of default or non-payment at maturity.  The mortgage loan was not repaid at maturity on May 1, 2015.  The Company is in discussions with the lender regarding a further extension of the loan. 

(f)

The loan was repaid in full at maturity, using borrowings from the Company's revolving credit facility.

(g)

The Company owns a 50 percent tenants-in-common interest in the Curtis Center property.  The Company’s $64.0 million loan consists of its 50 percent interest in a $102 million senior loan with a current rate of 3.491 percent at December 31, 2015 and its 50 percent interest in a $26 million mezzanine loan (with a maximum borrowing capacity of $48 million) with a current rate of 9.831 percent at December 31, 2015.  The senior loan rate is based on a floating rate of one-month LIBOR plus 329 basis points and the mezzanine loan rate is based on a floating rate of one-month LIBOR plus 950 basis points.  The Company has entered into LIBOR caps for the periods of the loans.  The loans provide for three one-year extension options.

(h)

The effective interest rate includes amortization of deferred financing costs of 1.362 percent.

(i)

Mortgage is cross collateralized by seven properties. The Company has agreed, subject to certain conditions, to guarantee repayment of $61.1 million of the loan. 

(j)

This construction loan has a maximum borrowing capacity of $28.8 million. 

(k)

Mortgage is collateralized by the three properties comprising One River Center. 

(l)

The effective interest rate includes amortization of deferred financing costs of 0.122 percent.

 

SCHEDULED PRINCIPAL PAYMENTS

Scheduled principal payments for the Company’s senior unsecured notes (see Note 8), unsecured revolving credit facility (see Note 9) and mortgages, loans payable and other obligations as of December 31, 2015 are as follows: (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scheduled

 

 

Principal

 

 

 

Period

 

Amortization

 

 

Maturities

 

 

Total

2016

$

 8,125 

 

$

 406,465 

 

$

 414,590 

2017

 

 7,275 

 

 

 557,088 

 

 

 564,363 

2018

 

 7,311 

 

 

 231,536 

 

 

 238,847 

2019

 

 723 

 

 

 331,567 

 

 

 332,290 

2020

 

 569 

 

 

 -

 

 

 569 

Thereafter

 

 5,759 

 

 

 605,206 

 

 

 610,965 

Sub-total

 

 29,762 

 

 

 2,131,862 

 

 

 2,161,624 

Adjustment for unamortized debt

 

 

 

 

 

 

 

 

 discount/premium, net, as of

 

 

 

 

 

 

 

 

December 31, 2015

 

 (6,704)

 

 

 -

 

 

 (6,704)

 

 

 

 

 

 

 

 

 

Totals/Weighted Average

$

 23,058 

 

$

 2,131,862 

 

$

 2,154,920 

 

CASH PAID FOR INTEREST AND INTEREST CAPITALIZED

Cash paid for interest for the years ended December 31, 2015,  2014 and 2013 was $115,123,000, $119,664,000 and $123,213,000, respectively.  Interest capitalized by the Company for the years ended December 31, 2015,  2014 and 2013 was $16,217,000, $15,470,000, and $12,885,000, respectively (of which these amounts included $5,325,000,  $4,646,000 and $1,326,000 for the years ended December 31, 2015,  2014 and 2013, respectively, for interest capitalized on the Company’s investments in unconsolidated joint ventures which were substantially in development).

 

SUMMARY OF INDEBTEDNESS

As of December 31, 2015, the Company’s total indebtedness of $2,154,920,000 (weighted average interest rate of 5.22 percent) was comprised of $292,399,000 of revolving credit facility borrowings and other variable rate mortgage debt (weighted average rate of 2.81 percent) and fixed rate debt and other obligations of $1,862,521,000 (weighted average rate of 5.60 percent).

 

As of December 31, 2014, the Company’s total indebtedness of $2,088,654,000 (weighted average interest rate of 5.64 percent) was comprised of $159,860,000 of variable rate mortgage debt (weighted average rate of 3.83 percent) and fixed rate debt and other obligations of $1,928,794,000 (weighted average rate of 5.79 percent).

 

v3.3.1.900
Employee Benefit 401(k) Plans And Deferred Retirement Compensation Agreements
 12 Months Ended
Dec. 31, 2015
Employee Benefit 401(k) Plans And Deferred Retirement Compensation Agreements [Abstract]  
Employee Benefit 401(k) Plans And Deferred Retirement Compensation Agreements

 

11.  EMPLOYEE BENEFIT 401(k) PLANS AND DEFERRED RETIREMENT COMPENSATION AGREEMENTS

 

Employees of the Company, who meet certain minimum age and service requirements, are eligible to participate in the Mack-Cali Realty Corporation 401(k) Savings/Retirement Plan (the “401(k) Plan”).  Eligible employees may elect to defer from one percent up to 60 percent of their annual compensation on a pre-tax basis to the 401(k) Plan, subject to certain limitations imposed by federal law.  The amounts contributed by employees are immediately vested and non-forfeitable.  The Company may make discretionary matching or profit sharing contributions to the 401(k) Plan on behalf of eligible participants in any plan year.  Participants are always 100 percent vested in their pre-tax contributions and will begin vesting in any matching or profit sharing contributions made on their behalf after two years of service with the Company at a rate of 20 percent per year, becoming 100 percent vested after a total of six years of service with the Company.  All contributions are allocated as a percentage of compensation of the eligible participants for the Plan year.  The assets of the 401(k) Plan are held in trust and a separate account is established for each participant.  A participant may receive a distribution of his or her vested account balance in the 401(k) Plan in a single sum or in installment payments upon his or her termination of service with the Company.  Total expense recognized by the Company for the 401(k) Plan for the years ended December 31, 2015,  2014 and 2013 was  $970,000,  zero and $117,000,  respectively. 

 

On September 12, 2012, the Board of Directors of the Company approved multi-year deferred retirement compensation agreements for those executive officers in place on such date (the “Deferred Retirement Compensation Agreements”).  Pursuant to the Deferred Retirement Compensation Agreements, the Company was to make annual contributions of stock units (“Stock Units”) representing shares of the Company’s common stock on January 1 of each year from 2013 through 2017 into a deferred compensation account maintained on behalf of each participating executive.  Vesting of each annual contribution of Stock Units was to occur on December 31 of each year, subject to continued employment.  In connection with the separation from service to the Company of certain executive officers effective March 31, 2014, the Company agreed to make cash payments totaling $1.2 million for all vested and unvested Stock Units and future cash contributions pursuant to the Deferred Retirement Compensation Agreements.   In connection with the separation from service to the Company of its former president and chief executive officer effective June 30, 2015, the Company agreed to make cash payments of $2.3 million on the separation date for all vested and unvested Stock Units and future cash contributions pursuant to his Deferred Retirement Compensation Agreement. Total expense recognized by the Company under the Deferred Retirement Compensation Agreements for the years ended December 31, 2015,  2014 and 2013 was zero,  $2,957,000 and $595,000,  respectively. 

 

v3.3.1.900
Disclosure Of Fair Value Of Assets And Liabilities
 12 Months Ended
Dec. 31, 2015
Disclosure Of Fair Value Of Assets And Liabilities [Abstract]  
Disclosure Of Fair Value Of Assets And Liabilities

 

12.  DISCLOSURE OF FAIR VALUE OF ASSETS AND LIABILITIES

 

The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies.  However, considerable judgment is necessary to interpret market data and develop estimated fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the assets and liabilities at December 31, 2015 and 2014.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

 

Cash equivalents, receivables, notes receivables, accounts payable, and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of December 31, 2015 and 2014.

 

The fair value of the Company’s long-term debt, consisting of senior unsecured notes, an unsecured revolving credit facility and mortgages, loans payable and other obligations aggregated approximately $2,160,034,000 and $2,133,214,000 as compared to the book value of approximately $2,154,920,000 and $2,088,654,000 as of December 31, 2015 and 2014, respectively.  The fair value of the Company’s long-term debt was categorized as a level 3  basis (as provided by ASC 820, Fair Value Measurements and Disclosures).  The fair value was estimated using a discounted cash flow analysis valuation based on the borrowing rates currently available to the Company for loans with similar terms and maturities.  The fair value of the mortgage debt and the unsecured notes was determined by discounting the future contractual interest and principal payments by a market rate.  Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties.  The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments.  As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in level 2 of the fair value hierarchy.

 

The fair value measurements used in the evaluation of the Company’s rental properties are considered to be Level 3 valuations within the fair value hierarchy, as there are significant unobservable inputs.  Examples of inputs that were utilized in the fair value calculations include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, and third party broker information.  The valuation techniques and significant unobservable inputs used for the Company’s Level 3 fair value measurements at December 31, 2015 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at

 

Primary

 

 

 

 

 

 

 

 

 

December 31,

 

Valuation

 

Unobservable

 

Location

 

Range of

Description

 

 

2015

 

Techniques

 

Inputs

 

Type

 

Rates

Properties held and used on which the Company recognized impairment losses

 

$

 404,863,000 

 

Discounted cash flows

 

Discount rate

 

Suburban

 

8%  - 15%

 

 

 

 

 

 

 

 

 

Central Business District

 

6% - 9.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exit Capitalization rate

 

Suburban

 

7.5% - 9%

 

 

 

 

 

 

 

 

 

Central Business District

 

5%  - 5.75%

 

 

 

 

 

 

 

 

 

 

 

 

 

Disclosure about fair value of assets and liabilities is based on pertinent information available to management as of December 31, 2015 and 2014.  Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2015 and current estimates of fair value may differ significantly from the amounts presented herein. 

 

v3.3.1.900
Commitments And Contingencies
 12 Months Ended
Dec. 31, 2015
Commitments And Contingencies [Abstract]  
Commitments And Contingencies

 

13.  COMMITMENTS AND CONTINGENCIES

 

TAX ABATEMENT AGREEMENTS

Pursuant to agreements with certain municipalities, the Company is required to make payments in lieu of property taxes (“PILOT”) on certain of its properties and has tax abatement agreements on other properties, as follows: 

 

The Harborside Plaza 4-A agreement with the City of Jersey City, as amended, which commenced in 2002, is for a term of 20 years.  The annual PILOT is equal to two percent of Total Project Costs, as defined.  Total Project Costs are $49.5 million.  The PILOT totaled $990,000 for each of the years ended December 31, 2015,  2014 and 2013. 

 

The Harborside Plaza 5 agreement, also with the City of Jersey City, as amended, which commenced in 2002, is for a term of 20 years.  The annual PILOT is equal to two percent of Total Project Costs, as defined.  Total Project Costs are $170.9 million.  The PILOT totaled $3.4 million for each of the years ended December 31, 2015, 2014 and 2013.

 

The agreement with the City of Weehawken for its Port Imperial 4/5 garage development project has a term of five years beginning when the project is substantially complete, which occurred in the third quarter 2013.  The agreement provides that real estate taxes be paid initially on the land value of the project only and allows for a phase in of real estate taxes on the value of the improvements over a five year period.

 

The agreement with the City of Rahway for its Park Square multi-family rental property provided that real estate taxes would be partially abated, on a declining scale, for four years through 2015.

 

At the conclusion of the above-referenced agreements, it is expected that the properties will be assessed by the municipality and be subject to real estate taxes at the then prevailing rates.

 

LITIGATION

The Company is a defendant in litigation arising in the normal course of its business activities.  Management does not believe that the ultimate resolution of these matters will have a materially adverse effect upon the Company’s financial condition taken as whole.

 

GROUND LEASE AGREEMENTS

Future minimum rental payments under the terms of all non-cancelable ground leases under which the Company is the lessee, as of December 31, 2015, are as follows: (dollars in thousands)

 

 

 

 

 

 

Year

 

Amount

2016

$

 387 

2017

 

 267 

2018

 

 232 

2019

 

 235 

2020

 

 235 

2021 through 2084

 

 15,348 

 

 

 

Total

$

 16,704 

 

Ground lease expense incurred by the Company during each of the years ended December 31, 2015,  2014 and 2013 amounted to $406,000.

 

ROSELAND CONTINGENT CONSIDERATION

The purchase price for the Roseland transaction in 2012 included the fair value of contingent consideration pursuant to an earn-out (“Earn Out”) agreement of approximately $10 million.  Since the acquisition, the Company recognized charges and benefits related to changes in fair value in the Earn Out liability and, as a result of the achievement of certain of the defined criteria, paid certain amounts such that there was no remaining amount in the Earn Out as of December 31, 2015.   Related to changes in the fair value of the Earn Out liability, the Company recognized a net charge of $219,000 during the year ended December 31, 2015, and recognized benefits of $1.5 million and $2.3 million during the years ended December 31, 2014 and 2013, respectively.  The Earn Out liability was remeasured at fair value until the contingency was resolved, with any changes in fair value representing a charge or benefit directly to earnings (with no adjustment to purchase accounting).  The measures of the Earn Out were based on significant inputs that are not observable in the market, which ASC 820 refers to as level 3 inputs.  In addition to an appropriate discount rate, the key assumption affecting the valuation for the Roseland assets component was the probability of occurrence of the payment events under the relevant provisions (management assumed between 92 and 99 percent for completion/start criteria and 50 percent for the tax credit/grant criteria in its initial valuation).  The valuation of the TRS component included assumptions for the risk-free rate and various other factors (i.e., stock price, dividend levels and volatility) for the Company and the relevant peer group, as defined in the Earn Out agreement. 

 

DEPARTURE OF EXECUTIVE OFFICERS

The Company’s total estimated costs for the departure of the Company’s former president and chief executive officer and of the departure of certain of the Company’s executive officers of approximately $23.8 million during the year ended December 31, 2014 was included in general and administrative expense (approximately $11.7 million and $11.6 million was included in accounts payable, accrued expenses and other liabilities as of December 31, 2015 and 2014, respectively).    On January 4, 2016, the Company satisfied $11.4 million of the accrued expense balance from December 31, 2015. 

 

CONSTRUCTION PROJECTS

The Company owns a 76.25 percent interest in a consolidated joint venture which is constructing a 108-unit multi-family development rental property located in Eastchester, New York (the “Eastchester Project”).  The project is expected to be ready for occupancy by the second quarter of 2016.  The Eastchester Project is estimated to cost a total of $50 million (of which development costs of $29.6 million have been incurred through December 31, 2015).  The venture has a $28.8 million construction loan (with $10.9 million outstanding as of December 31, 2015).  The Company expects to fund costs of approximately $20.9 million for the development of the project (of which, as of December 31, 2015, the Company has incurred $14.7 million of the development costs and estimates it will need to fund an additional $6.2 million for the completion of the project). 

 

On April 1, 2015, the Company acquired vacant land to accommodate a two-phase development of the CitySquare Project for a purchase price of $3.1 million with an additional $1.25 million to be paid (which is accrued as of December 31, 2015), subject to certain conditions, in accordance with the terms of the purchase and sale agreement.  The purchase price for the acquisition was funded primarily through borrowing under the Company’s unsecured revolving credit facility.  The first phase with 237 units started construction in the third quarter 2015 with anticipated initial deliveries in the second quarter 2017.  The second phase, with 128 units, is projected to begin construction in 2017.  On December 10, 2015, the Company obtained a construction loan with a maximum borrowing amount of $41.5 million (with no outstanding balance as of December 31, 2015).  Total development costs are estimated to be approximately $92.5 million (of which $9.1 million was incurred by the Company through December 31, 2015 and estimates it will need to fund an additional $41.9 million for the completion of the project).

 

On October 6, 2015, the Company entered into a joint venture partnership with XS Port Imperial Hotel, LLC (“XS”) to form XS Hotel Urban Renewal Associates LLC (“XS Hotel URA”) for the development and ownership of a 364-key dual branded hotel property located in Weehawken, New Jersey (“Port Imperial Hotel”).  Concurrently, the Company and XS entered into a separate joint venture partnership to form XS Hotel Associates, L.L.C. (“XS Hotel”) for the management and operations of the completed hotel development.  The Company holds a 90 percent interest and XS holds the remaining 10 percent interest in the consolidated joint ventures, XS Hotel URA and XS Hotel, with the Company having full and complete authority, power, and discretion to manage and control the ventures’ business, affairs, and property.  The construction of the Port Imperial Hotel is estimated to cost a total of $105.9 million, which will be funded by a $94 million construction loan with the balance to be funded with members’ capital.  Upon closing, Mack-Cali’s initial contribution was $27.3 million, which included a capital credit of $23.7 million for its contributed Hotel Condominium Land unit, and XS Hotel’s initial contribution was $3 million.  As of December 31, 2015, the Company incurred development costs of $1.5 million and estimates it will need to fund an additional $3.3 million for the completion of the project.

 

The Company owns developable land to accommodate a multi-phase development project of approximately 1,034-unit multi-family rental property located in Malden, Massachusetts.  The initial phase commenced construction of 292 units in the third quarter of 2015 (the “Chase II Project”).  The Chase II Project is estimated to cost a total of $74.9 million (of which the Company has incurred $22.1 million through December 31, 2015) and is expected to be ready for occupancy by second quarter 2017.  On December 16, 2015, the Company obtained a construction loan with a maximum borrowing amount of $48 million (with no outstanding balance as of December 21, 2015).  The Company estimates it will need to fund additional costs of $4.8 million for the completion of the Chase II Project.   

 

OTHER

The Company may not dispose of or distribute certain of its properties, currently comprised of seven properties with an aggregate net carrying value of approximately $57.1 million, which were originally contributed by certain unrelated common unitholders, without the express written consent of such common unitholders, as applicable, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate specific common unitholders for the tax consequences of the recognition of such built-in-gains (collectively, the “Property Lock-Ups”).  The aforementioned restrictions do not apply in the event that the Company sells all of its properties or in connection with a sale transaction which the Company’s Board of Directors determines is reasonably necessary to satisfy a material monetary default on any unsecured debt, judgment or liability of the Company or to cure any material monetary default on any mortgage secured by a property.  The Property Lock-Ups expire in 2016.  Upon the expiration of the Property Lock-Ups, the Company is generally required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the specific common unitholders, which include members of the Mack Group (which includes William L. Mack, Chairman of the Company’s Board of Directors; David S. Mack, director; and Earle I. Mack, a former director), the Robert Martin Group (which includes Robert F. Weinberg, a former director and current member of its Advisory Board), and the Cali Group (which includes John R. Cali, a former director and current member of its Advisory Board).  110 of the Company’s properties, with an aggregate net book value of approximately $1.3 billion, have lapsed restrictions and are subject to these conditions.

  

v3.3.1.900
Tenant Leases
 12 Months Ended
Dec. 31, 2015
Tenant Leases [Abstract]  
Tenant Leases

 

14.  TENANT LEASES

 

The Properties are leased to tenants under operating leases with various expiration dates through 2035.  Substantially all of the commercial leases provide for annual base rents plus recoveries and escalation charges based upon the tenant’s proportionate share of and/or increases in real estate taxes and certain operating costs, as defined, and the pass‑through of charges for electrical usage.

 

Future minimum rentals to be received under non-cancelable commercial operating leases at December 31, 2015 are as follows (dollars in thousands):

 

 

 

 

 

 

 

Year

 

Amount

2016

$

 463,029 

2017

 

 423,654 

2018

 

 342,756 

2019

 

 280,123 

2020

 

 239,079 

2021 and thereafter

 

 902,403 

 

 

 

Total

$

 2,651,044 

 

 

 

 

 

Multi-family rental property residential leases are excluded from the above table as they generally expire within one year.

 

v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity
 12 Months Ended
Dec. 31, 2015
Mack-Cali Realty Corporation Stockholders' Equity [Abstract]  
Mack-Cali Realty Corporation Stockholders' Equity

 

15.  MACK-CALI REALTY CORPORATION STOCKHOLDERS’ EQUITY

 

To maintain its qualification as a REIT, not more than 50 percent in value of the outstanding shares of the Company may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any taxable year of the Company, other than its initial taxable year (defined to include certain entities), applying certain constructive ownership rules.  To help ensure that the Company will not fail this test, the Company’s Charter provides, among other things, certain restrictions on the transfer of common stock to prevent further concentration of stock ownership.  Moreover, to evidence compliance with these requirements, the Company must maintain records that disclose the actual ownership of its outstanding common stock and demands written statements each year from the holders of record of designated percentages of its common stock requesting the disclosure of the beneficial owners of such common stock.

 

SHARE REPURCHASE PROGRAM

In September 2012, the Board of Directors renewed and authorized an increase to the Company’s repurchase program (“Repurchase Program”).  The Company has authorization to repurchase up to $150 million of its outstanding common stock under the renewed Repurchase Program, which it may repurchase from time to time in open market transactions at prevailing prices or through privately negotiated transactions.  The Company has purchased and retired 394,625 shares of its outstanding common stock for an aggregate cost of approximately $11 million (all of which occurred in the year ended December 31, 2012), with a remaining authorization under the Repurchase Program of $139 million.

 

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The Company has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.5 million shares of the Company’s common stock have been reserved for future issuance.  The DRIP provides for automatic reinvestment of all or a portion of a participant’s dividends from the Company’s shares of common stock.  The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the Company waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the Company’s effective registration statement on Form S-3 filed with the SEC for the approximately 5.5 million shares of the Company’s common stock reserved for issuance under the DRIP. 

 

STOCK OPTION PLANS

In May 2013, the Company established the 2013 Incentive Stock Plan (the “2013 Plan”) under which a total of 4,600,000 shares have been reserved for issuance.  In May 2004, the Company established the 2004 Incentive Stock Plan (the “2004 Plan”) under which a total of 2,500,000 shares had been reserved for issuance.  The 2004 Plan was terminated upon establishment of the 2013 Plan.  No options were granted under the 2004 Plan.  In September 2000, the Company established the 2000 Employee Stock Option Plan (“2000 Employee Plan”) and the Amended and Restated 2000 Director Stock Option Plan (“2000 Director Plan” and together with the 2000 Employee Plan, the “2000 Plans”).  In May 2002, shareholders of the Company approved amendments to both of the 2000 Plans to increase the total shares reserved for issuance under both of the 2000 Plans from 2,700,000 to 4,350,000 shares of the Company’s common stock (from 2,500,000 to 4,000,000 shares under the 2000 Employee Plan and from 200,000 to 350,000 shares under the 2000 Director Plan).  As the 2000 Plans expired in 2010, stock options may no longer be issued under those plans.  Stock options granted under the 2000 Employee Plan became exercisable over a five-year period.  All stock options granted under the 2000 Director Plan became exercisable in one year.  All options were granted at the fair market value at the dates of grant and have terms of 10 years.  As of December 31, 2015 and 2014, the stock options outstanding had a weighted average remaining contractual life of approximately 9.4 years and 4.9 years, respectively.

 

On June 5, 2015, in connection with the Executive Employment Agreements, the Company granted options to purchase a total of 800,000 shares of the Company’s common stock, exercisable for a period of ten years with an exercise price equal to the closing price of the Company’s common stock on the grant date of $17.31 per share, with 400,000 of such options vesting in three equal annual installments commencing on the first anniversary of the grant date (“Time Vesting Options”), and 400,000 of such options vesting if the Company’s common stock trades at or above $25.00 per share for 30 consecutive trading days while the executive is employed (“Price Vesting Options”), or on or before June 30, 2019, subject to certain conditions.   

 

Information regarding the Company’s stock option plans is summarized below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Aggregate

 

 

 

 

Average

 

 

Intrinsic

 

Shares

 

 

Exercise

 

 

Value

 

Under Options

 

 

Price

 

 

$(000’s)

Outstanding at January 1, 2013

 183,870 

 

$

 29.51 

 

 

 -

Lapsed or Cancelled

 (168,870)

 

 

 28.53 

 

 

 

Outstanding at December 31, 2013  ($35.59 – $45.47)

 15,000 

 

$

 40.54 

 

 

 -

Granted

 5,000 

 

 

 21.25 

 

 

 

Lapsed or Cancelled

 (10,000)

 

 

 38.07 

 

 

 

Outstanding at December 31, 2014 ($21.25 - $45.47)

10,000 

 

$

 33.36 

 

 

 -

Granted

 800,000 

 

 

 17.31 

 

 

 

Lapsed or Cancelled

 (5,000)

 

 

 45.47 

 

 

 

Outstanding at December 31, 2015 ($17.31 – $21.25)

 805,000 

 

$

 17.33 

 

$

 4,843 

Options exercisable at December 31, 2015

 -

 

 

 

 

 

 

Available for grant at December 31, 2015

 3,416,581 

 

 

 

 

 

 

 

The weighted average fair value of options granted during the year ended December 31, 2015 and 2014 was $3.06 and $1.71 per option, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes model for Time Vesting Options granted during the year ended December 31, 2015 and for options granted during the year ended December 31, 2014 and the Monte Carlo method for Price Vesting Options granted during the year ended December 31, 2015.  The following weighted average assumptions are included in the Company’s fair value calculations of stock options granted during the year ended December 31, 2015 and 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 2014 

 

 

Time Vesting

 

Price Vesting

 

Stock

 

 

Options

 

Options

 

Options

 

Expected life (in years)

 6.0 

 

 5.8 

 

 6.0 

 

Risk-free interest rate

 2.04 

%

 1.96 

%

 1.50 

%

Volatility

 29.0 

%

 29.0 

%

 20.26 

%

Dividend yield

 3.5 

%

 3.5 

%

 5.65 

%

 

There were no stock options exercised under all stock option plans for the years ended December 31, 2015,  2014 and 2013.  The Company has a policy of issuing new shares to satisfy stock option exercises.

 

The Company recognized stock options expense of $432,000,  $4,000 and zero for the years ended December 31, 2015,  2014 and 2013, respectively.

 

RESTRICTED STOCK AWARDS

The Company has issued stock awards (“Restricted Stock Awards”) to officers, certain other employees, and non-employee members of the Board of Directors of the Company, which allow the holders to each receive a certain amount of shares of the Company’s common stock generally over a one to seven-year vesting period, of which 98,669 unvested shares were legally outstanding at December 31, 2015.  Of the Restricted Stock Awards issued to executive officers and certain other employees,  210,000 were contingent upon the Company meeting certain performance goals to be set by the Committee each year (“Performance Shares”), with the remaining based on time and service.    

 

On September 12, 2012, the Company granted Restricted Stock Awards totaling 319,667 shares for those executive officers in place on such date.  The Restricted Stock Awards were to vest commencing January 1, 2014 and with the number of Restricted Stock Awards scheduled to be vested and earned on each vesting date on an annual basis over a five to seven year vesting schedule, with each annual vesting of each tranche of Restricted Stock Awards being subject to the attainment of annual performance targets to be set by the Committee for each year.  In connection with the departure of two executive officers effective March 31, 2014, the Company agreed to grant and accelerate vesting of 109,667 shares of Restricted Stock Awards on April 1, 2014. In connection with the departure of the Company’s former president and chief executive officer effective June 30, 2015, the Company agreed to vest 84,000 Performance Shares and to grant and accelerate the vesting of 126,000 Performance Shares on the Separation Date.    

 

On June 5, 2015, in connection with the Executive Employment Agreements, the Company granted a total of 37,550.54 Restricted Stock Awards, which were valued in accordance with ASC 718 – Stock Compensation, at their fair value.  These awards are scheduled to vest equally over a three-year period on each annual anniversary date of the grant date.

 

All currently outstanding and unvested Restricted Stock Awards provided to the officers, certain other employees, and members of the Board of Directors of the Company were issued under the 2013 Plan. 

 

Information regarding the Restricted Stock Awards grant activity is summarized below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

Grant – Date

 

Shares

 

 

Fair Value

Outstanding at January 1, 2013

 134,328 

 

$

 31.65 

Granted (a) (b)

 168,841 

 

 

 23.99 

Vested

 (149,463)

 

 

 29.63 

Forfeited

 (146)

 

 

 26.36 

Outstanding at December 31, 2013

 153,560 

 

$

 25.20 

Granted (c) (d) (e)

 376,719 

 

 

 20.04 

Vested

 (183,214)

 

 

 22.37 

Forfeited

 (119)

 

 

 26.36 

Outstanding at December 31, 2014

346,946 

 

$

 21.09 

Granted (f)

 41,337 

 

 

 17.51 

Vested

 (250,132)

 

 

 21.44 

Forfeited

 (1,931)

 

 

 20.31 

Outstanding at December 31, 2015

136,220 

 

$

 19.36 

 

(a)Included in the 168,841 Restricted Stock Awards granted in 2013 were 106,933 awards granted to the Company’s then four executive officers, Mitchell E. Hersh, Barry Lefkowitz, Roger W. Thomas and Anthony Krug.

(b)Includes 63,933 Performance Shares which were legally granted in 2013 for which the 2013 performance goals were not met, which may be earned if subsequent years’ performance goals are met.

(c)Included in the 376,719 Restricted Stock Awards granted in 2014 were 8,211 awards granted to the Company’s two executive officers, Anthony Krug and Gary Wagner.

(d)Includes 42,000 Performance Shares which were legally granted in 2013 for which the 2014 performance goals were set by the Committee on March 31, 2014.  Also includes 87,734 shares which were additionally considered granted for accounting purposes to two executive officers in connection with their departure effective March 31, 2014, which vested on April 1, 2014.

(e)Includes 126,000 Performance Shares which were legally granted in 2013 for which future performance goals had not yet been set by the Committee.  These awards were not considered granted for accounting purposes until these goals are set.  These were considered granted in 2014 for accounting purposes in connection with the announcement of the departure of Mitchell E. Hersh in the fourth quarter 2014.

(f)Included in the 41,337 Restricted Stock Awards granted in 2015 were 37,551 awards granted to the Company’s two executive officers, Mitchell E. Rudin and Michael J. DeMarco.

 

As of December 31, 2015, the Company had $2.0 million of total unrecognized compensation cost related to unvested Restricted Stock Awards granted under the Company’s stock compensation plans.  That cost is expected to be recognized over a weighted average period of 1.8 years.

 

PERFORMANCE SHARE UNITS/TSR-BASED AWARDS

On September 12, 2012, the Board of Directors of the Company approved the recommendations and ratified the determinations of the Committee with respect to new multi-year TSR based awards (the “TSR-Based Awards”) totaling 5,160 performance shares (the “TSR Performance Shares”) for those executive officers in place on such date, each TSR Performance Share evidencing the right to receive $1,000 in the Company’s common stock upon vesting.  In accordance with the amended and restated TSR-Based Awards agreements entered into between the Company and those executive officers in June 2013, the TSR Performance Shares were to vest commencing December 31, 2014, with the number of TSR Performance Shares scheduled to be granted annually over the next four years.  The Company granted 1,032 TSR Performance Shares in the year ended December 31, 2013, which were valued in accordance with ASC 718, Compensation - Stock Compensation, at their fair value, utilizing a Monte-Carlo simulation to estimate the probability of the vesting conditions being satisfied.  In connection with the departure of two executive officers effective March 31, 2014, the Company agreed to vest 357 TSR Performance Shares and to grant and accelerate the vesting of 528 TSR Performance Shares, for which the Company issued 45,062 shares of common stock on April 2, 2014.  In connection with the departure of the Company’s former president and chief executive officer effective June 30, 2015, the Company agreed to vest 675 TSR Performance Shares on the Separation Date, for which it issued 41,811 shares of common stock. 

 

On June 5, 2015, in connection with the Executive Employment Agreements, the Company granted a total of 112,651.64 performance share units (“PSUs”) which will vest from 0 to 150 percent of the number of PSUs granted based on the Company’s total shareholder return relative to a peer group of equity office REITs over a three-year performance period starting from the grant date, each PSU evidencing the right to receive a share of the Company’s common stock upon vesting.  The PSUs are also entitled to the payment of dividend equivalents in respect of vested PSUs in the form of additional PSUs.  The PSUs were valued in accordance with ASC 718, Compensation - Stock Compensation, at their fair value on the grant date, utilizing a Monte-Carlo simulation to estimate the probability of the vesting conditions being satisfied. 

 

The Company has reserved shares of common stock under the 2004 Plan and 2013 Plan for issuance upon vesting of the TSR Performance Shares and PSUs in accordance with the terms and conditions of the TSR-Based Awards and PSUs. 

 

DEFERRED STOCK COMPENSATION PLAN FOR DIRECTORS

The Amended and Restated Deferred Compensation Plan for Directors, which commenced January 1, 1999, allows non‑employee directors of the Company to elect to defer up to 100 percent of their annual retainer fee into deferred stock units.  The deferred stock units are convertible into an equal number of shares of common stock upon the directors’ termination of service from the Board of Directors or a change in control of the Company, as defined in the plan.  Deferred stock units are credited to each director quarterly using the closing price of the Company’s common stock on the applicable dividend record date for the respective quarter.  Each participating director’s account is also credited for an equivalent amount of deferred stock units based on the dividend rate for each quarter.

 

During the years  ended December 31, 2015,  2014 and 2013,  19,702,  20,261 and 22,392 deferred stock units were earned, respectively.  As of December 31, 2015 and 2014, there were 178,039 and 157,730 deferred stock units outstanding, respectively.

 

EARNINGS PER SHARE

Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

 

The following information presents the Company’s results for the years ended December 31, 2015,  2014 and 2013 in accordance with ASC 260, Earnings Per Share: (dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

Computation of Basic EPS

 

 2015 

 

 

 2014 

 

 2013 

Income (loss) from continuing operations

$

 (142,052)

 

$

 31,391 

$

 (89,686)

Add: Noncontrolling interest in consolidated joint ventures

 

 1,044 

 

 

 778 

 

 2,199 

Add:  Noncontrolling interest in Operating Partnership

 

 15,256 

 

 

 (3,602)

 

 10,459 

Income (loss) from continuing operations available to common shareholders

 

 (125,752)

 

 

 28,567 

 

 (77,028)

Income from discontinued operations available to common shareholders

 

 -

 

 

 -

 

 62,119 

Net income (loss) available to common shareholders

$

 (125,752)

 

$

 28,567 

$

 (14,909)

 

 

 

 

 

 

 

 

Weighted average common shares

 

 89,291 

 

 

 88,727 

 

 87,762 

 

 

 

 

 

 

 

 

Basic EPS:

 

 

 

 

 

 

 

Income (loss) from continuing operations available to common shareholders

$

 (1.41)

 

$

 0.32 

$

 (0.88)

Income from discontinued operations available to common shareholders

 

 -

 

 

 -

 

 0.71 

Net income (loss) available to common shareholders

$

 (1.41)

 

$

 0.32 

$

 (0.17)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

Computation of Diluted EPS

 

 2015 

 

 

 2014 

 

 2013 

Income (loss) from continuing operations available to common shareholders

$

 (125,752)

 

$

 28,567 

$

 (77,028)

Add (deduct): Noncontrolling interest in Operating Partnership

 

 (15,256)

 

 

 3,602 

 

 (10,459)

Income (loss) from continuing operations for diluted earnings per share

 

 (141,008)

 

 

 32,169 

 

 (87,487)

Income from discontinued operations for diluted earnings per share

 

 -

 

 

 -

 

 70,628 

Net income (loss) for diluted earnings per share

$

 (141,008)

 

$

 32,169 

$

 (16,859)

 

 

 

 

 

 

 

 

Weighted average common shares

 

 100,222 

 

 

 100,041 

 

 99,785 

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

 

Income (loss) from continuing operations available to common shareholders

$

 (1.41)

 

$

 0.32 

$

 (0.88)

Income from discontinued operations available to common shareholders

 

 -

 

 

 -

 

 0.71 

Net income (loss) available to common shareholders

$

 (1.41)

 

$

 0.32 

$

 (0.17)

 

 

 

 

 

 

 

 

 

The following schedule reconciles the shares used in the basic EPS calculation to the shares used in the diluted EPS calculation:

(in thousands)

 

 

 

 

 

                     Year Ended December 31,

 

 2015  2014  2013 

Basic EPS shares

 89,291  88,727  87,762 

Add:   Operating Partnership – common units

 10,931  11,272  12,023 

         Restricted Stock Awards

 -

 42 

 -

Diluted EPS Shares

 100,222  100,041  99,785 

 

Contingently issuable shares under the PSU awards and Price Vesting Options were excluded from the denominator in 2015 because the criteria had not been met for the period.  Contingently issuable shares under the TSR Performance Shares were excluded from the denominator in 2013 because the criteria had not been met for the period.  Not included in the computations of diluted EPS were 405,000,  10,000 and 15,000 stock options as such securities were anti-dilutive during the years ended December 31, 2015,  2014 and 2013, respectively.  Unvested restricted stock outstanding as of December 31, 2015,  2014 and 2013 were 98,669,  136,946 and 409,294 shares, respectively.

 

Dividends declared per common share for the years ended December 31, 2015,  2014 and 2013 was $0.60,  $0.75 and $1.35 per share, respectively.

 

v3.3.1.900
Noncontrolling Interests In Subsidiaries
 12 Months Ended
Dec. 31, 2015
Noncontrolling Interests In Subsidiaries [Abstract]  
Noncontrolling Interests In Subsidiaries

 

16.   NONCONTROLLING INTERESTS IN SUBSIDIARIES

 

Noncontrolling interests in subsidiaries in the accompanying consolidated financial statements relate to (i) common units in the Operating Partnership, held by parties other than the Company, and (ii) interests in consolidated joint ventures for the portion of such ventures not owned by the Company.

 

OPERATING PARTNERSHIP

 

Common Units

Certain individuals and entities own common units in the Operating Partnership.  A common unit and a share of Common Stock of the Company have substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the Operating Partnership.  Common unitholders have the right to redeem their common units, subject to certain restrictions.  The redemption is required to be satisfied in shares of Common Stock, cash, or a combination thereof, calculated as follows:  one share of the Company’s Common Stock, or cash equal to the fair market value of a share of the Company’s Common Stock at the time of redemption, for each common unit.  The Company, in its sole discretion, determines the form of redemption of common units (i.e., whether a common unitholder receives Common Stock, cash, or any combination thereof).  If the Company elects to satisfy the redemption with shares of Common Stock as opposed to cash, it is obligated to issue shares of its Common Stock to the redeeming unitholder.  Regardless of the rights described above, the common unitholders may not put their units for cash to the Company or the Operating Partnership under any circumstances.  When a unitholder redeems a common unit, noncontrolling interest in the Operating Partnership is reduced and Mack-Cali Realty Corporation Stockholders’ equity is increased.

 

Unit Transactions

The following table sets forth the changes in noncontrolling interests in subsidiaries which relate to the common units in the Operating Partnership for the years  ended December 31, 2015,  2014 and 2013:

 

 

 

 

 

 

Common

 

Units

Balance at January 1, 2013

 12,141,836 

 Redemption of common units for shares of common stock

 (277,061)

Balance at December 31, 2013

 11,864,775 

Redemption of common units for shares of common stock

 (780,899)

Balance at December 31, 2014

 11,083,876 

Redemption of common units for shares of common stock

 (567,032)

 

 

Balance at December 31, 2015

 10,516,844 

 

Pursuant to ASC 810, Consolidation, on the accounting and reporting for noncontrolling interests and changes in ownership interests of a subsidiary, changes in a parent’s ownership interest (and transactions with noncontrolling interest unitholders in the subsidiary) while the parent retains its controlling interest in its subsidiary should be accounted for as equity transactions.  The carrying value of the noncontrolling interest shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the parent.  Accordingly, as a result of equity transactions which caused changes in ownership percentages between Mack-Cali Realty Corporation stockholders’ equity and noncontrolling interests in the Operating Partnership that occurred during the year ended December 31, 2015, the Company has increased noncontrolling interests in the Operating Partnership and decreased additional paid-in capital in Mack-Cali Realty Corporation stockholders’ equity by approximately $0.4 million as of December 31, 2015.

 

Noncontrolling Interest Ownership

As of December 31, 2015 and 2014, the noncontrolling interest common unitholders owned 10.5 percent and 11.1 percent of the Operating Partnership, respectively.

 

CONSOLIDATED JOINT VENTURES

The Company consolidates certain joint ventures in which it has ownership interests.  Various entities and/or individuals hold noncontrolling interests in these ventures.

 

PARTICIPATION RIGHTS

The Company’s interests in certain real estate projects (three properties and a future development) each provide for the initial distributions of net cash flow solely to the Company, and thereafter, other parties have participation rights in 50 percent of the excess net cash flow remaining after the distribution to the Company of the aggregate amount equal to the sum of: (a) the Company’s capital contributions, plus (b) an IRR of 10 percent per annum.

 

v3.3.1.900
Segment Reporting
 12 Months Ended
Dec. 31, 2015
Segment Reporting [Abstract]  
Segment Reporting

 

17.   SEGMENT REPORTING

 

The Company operates in three business segments: (i) commercial and other real estate, (ii) multi-family real estate, and (iii) multi-family services.  The Company provides leasing, property management, acquisition, development, construction and tenant-related services for its commercial and other real estate and multi-family real estate portfolio.  The Company’s multi‑family services business also provides similar services for third parties.  The Company no longer considers construction services as a reportable segment as it phased out this line of business in 2014.  The Company had no revenues from foreign countries recorded for the years ended December 31, 2015,  2014 and 2013.  The Company had no long lived assets in foreign locations as of December 31, 2015 and 2014.  The accounting policies of the segments are the same as those described in Note 2: Significant Accounting Policies, excluding depreciation and amortization.

 

The Company evaluates performance based upon net operating income from the combined properties in each of its real estate segments (commercial and other, and multi-family) and from its multi-family services segment.

 

Selected results of operations for the years ended December 31, 2015,  2014 and 2013, and selected asset information as of December 31, 2015 and 2014 regarding the Company’s operating segments are as follows.  Amounts for prior periods have been restated to conform to the current period segment reporting presentation: (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

Multi-family

 

 

 

Corporate

 

 

Total

 

 

& Other

 

 

Multi-family

 

 

Services

 

 

 

& Other (d)

 

 

Company

Total revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 538,323 

 

$

 27,787 

 

$

 33,112 

(e)

 

$

 (4,339)

 

$

 594,883 

2014

 

 585,491 

 

 

 24,971 

 

 

 30,533 

(f)

 

 

 (4,196)

 

 

 636,799 

2013

 

 621,352 

 

 

 12,792 

 

 

 25,710 

(g)

 

 

 7,177 

 

 

 667,031 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  interest expenses (a):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 264,967 

 

$

 17,642 

 

$

 37,090 

(h)

 

$

 105,452 

 

$

 425,151 

2014

 

 295,416 

 

 

 12,235 

 

 

 38,377 

(i)

 

 

 138,733 

 

 

 484,761 

2013

 

 285,755 

 

 

 6,482 

 

 

 32,415 

(j)

 

 

 135,963 

 

 

 460,615 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (loss) of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  unconsolidated joint ventures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 5,104 

 

$

 (9,879)

 

$

 1,603 

 

 

$

 -

 

$

 (3,172)

2014

 

 4,236 

 

 

 (8,790)

 

 

 2,131 

 

 

 

 -

 

 

 (2,423)

2013

 

 6,280 

 

 

 (10,615)

 

 

 2,008 

 

 

 

 -

 

 

 (2,327)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating income (loss) (b):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 278,460 

 

$

 266 

 

$

 (2,375)

 

 

$

 (109,791)

 

$

 166,560 

2014

 

 294,311 

 

 

 3,946 

 

 

 (5,713)

 

 

 

 (142,929)

 

 

 149,615 

2013

 

 341,877 

 

 

 (4,305)

 

 

 (4,697)

 

 

 

 (128,786)

 

 

 204,089 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 3,167,408 

 

$

 838,874 

 

$

 9,831 

 

 

$

 47,377 

 

$

 4,063,490 

2014

 

 3,636,126 

 

 

 492,362 

 

 

 11,158 

 

 

 

 52,601 

 

 

 4,192,247 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total long-lived assets (c):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 2,886,583 

 

$

 577,705 

 

$

 3,670 

 

 

$

 (1,531)

 

$

 3,466,427 

2014

 

 3,344,840 

 

 

 318,524 

 

 

 3,858 

 

 

 

 3,482 

 

 

 3,670,704 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  unconsolidated joint ventures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 76,140 

 

$

 225,850 

 

$

 1,467 

 

 

$

 -

 

$

 303,457 

2014

 

 81,649 

 

 

 164,912 

 

 

 907 

 

 

 

 -

 

 

 247,468 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)Total operating and interest expenses represent the sum of: real estate taxes; utilities; operating services; direct construction costs; real estate services expenses; general and administrative and interest expense (net of interest income).  All interest expense, net of interest and other investment income, (including for property-level mortgages) is excluded from segment amounts and classified in Corporate & Other for all periods.

(b)Net operating income represents total revenues less total operating and interest expenses (as defined in Note “a”), plus equity in earnings (loss) of unconsolidated joint ventures, for the period.

(c)Long-lived assets are comprised of net investment in rental property, unbilled rents receivable and goodwill.  The Company recorded an impairment charge of $197.9 million on assets included in the commercial and other real estate business segment for the year ended December 31, 2015.  See Note 3: Recent Transactions – Impairments on Properties Held and Used 

(d)Corporate & Other represents all corporate-level items (including interest and other investment income, interest expense, non-property general and administrative expense, construction services revenue and direct construction costs) as well as intercompany eliminations necessary to reconcile to consolidated Company totals.

(e)Includes $6.6 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation.

(f)Includes $2.3 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation. 

(g)Includes $2.2 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation.

(h)Includes $3.9 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.

(i)Includes $2.9 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.

(j)Includes $1.3 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.

 

The following schedule reconciles net operating income to net income available to common shareholders: (dollars in thousands) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

             Year Ended December 31,

 

 

 2015 

 

 

 2014 

 

 

 2013 

Net operating income

$

 166,560 

 

$

 149,615 

 

$

 204,089 

Add (deduct):

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 (170,402)

 

 

 (172,490)

 

 

 (182,766)

Realized gains on disposition of

 

 

 

 

 

 

 

 

  rental property, net

 

 53,261 

 

 

 54,848 

 

 

 -

Gain on sale of investment in unconsolidated joint venture

 

 6,448 

 

 

 -

 

 

 -

Loss from early extinguishment of debt

 

 -

 

 

 (582)

 

 

 (156)

Impairments

 

 (197,919)

 

 

 -

 

 

 (110,853)

Income (loss) from continuing operations

 

 (142,052)

 

 

 31,391 

 

 

 (89,686)

Discontinued operations

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 -

 

 

 -

 

 

 11,811 

Loss from early extinguishment of debt

 

 -

 

 

 -

 

 

 (703)

Realized gains (losses) and unrealized losses on

 

 

 

 

 

 

 

 

  disposition of rental property and impairments, net

 

 -

 

 

 -

 

 

 59,520 

Total discontinued operations, net

 

 -

 

 

 -

 

 

 70,628 

Net income (loss)

 

 (142,052)

 

 

 31,391 

 

 

 (19,058)

Noncontrolling interest in consolidated joint ventures

 

 1,044 

 

 

 778 

 

 

 2,199 

Noncontrolling interest in Operating Partnership

 

 15,256 

 

 

 (3,602)

 

 

 10,459 

Noncontrolling interest in discontinued operations

 

 -

 

 

 -

 

 

 (8,509)

Net income (loss) available to common shareholders

$

 (125,752)

 

$

 28,567 

 

$

 (14,909)

 

v3.3.1.900
Related Party Transactions
 12 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

 

18.   RELATED PARTY TRANSACTIONS

 

William L. Mack, Chairman of the Board of Directors of the Company, David S. Mack, a director of the Company, and Earle I. Mack, a former director of the Company, are the executive officers, directors and stockholders of a corporation that leases approximately 7,034 square feet at one of the Company’s office properties, which is scheduled to expire in May 2018, subject to two,  three-year renewal options.  The Company has recognized $204,000,  $231,000 and $226,000 in revenue under this lease for the years ended December 31, 2015,  2014 and 2013, respectively, and had no accounts receivable from the corporation as of December 31, 2015 and 2014. 

 

Certain executive officers of the Company’s Roseland subsidiary and/or their family members (“RG”) directly or indirectly hold small noncontrolling interests in a certain consolidated joint venture.  Additionally, the Company earned $2,542,000,  $2,401,000 and $2,272,000 from entities in which RG has ownership interests for the years ended December 31, 2015,  2014 and 2013, respectively.

 

v3.3.1.900
Condensed Quarterly Financial Information
 12 Months Ended
Dec. 31, 2015
Condensed Quarterly Financial Information [Abstract]  
Condensed Quarterly Financial Information

 

19.CONDENSED QUARTERLY FINANCIAL INFORMATION (unaudited)

 

The following summarizes the condensed quarterly financial information for the Company: (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended 2015

 

December 31

 

 

September 30

 

 

June 30

 

 

March 31

Total revenues

$

 146,443 

 

$

 146,158 

 

$

 148,567 

 

$

 153,715 

Operating and other expenses

 

 60,846 

 

 

 56,850 

 

 

 60,653 

 

 

 68,255 

Real estate service salaries

 

 6,063 

 

 

 6,673 

 

 

 6,208 

 

 

 6,639 

General and administrative

 

 12,589 

 

 

 13,670 

 

 

 11,877 

 

 

 11,011 

Acquisition-related costs

 

 1,449 

 

 

 -

 

 

 111 

 

 

 -

Depreciation and amortization

 

 43,136 

 

 

 44,099 

 

 

 42,365 

 

 

 40,802 

Impairments (1)

 

 33,743 

 

 

 164,176 

 

 

 -

 

 

 -

Total expenses

 

 157,826 

 

 

 285,468 

 

 

 121,214 

 

 

 126,707 

Operating Income (loss)

 

 (11,383)

 

 

 (139,310)

 

 

 27,353 

 

 

 27,008 

Interest expense

 

 (24,374)

 

 

 (24,689)

 

 

 (26,773)

 

 

 (27,215)

Interest and other investment income

 

 231 

 

 

 5 

 

 

 291 

 

 

 267 

Equity in earnings (loss) of unconsolidated

 

 

 

 

 

 

 

 

 

 

 

joint ventures

 

 (449)

 

 

 3,135 

 

 

 (2,329)

 

 

 (3,529)

Realized gains (losses) on disposition of rental properties

 

 -

 

 

 18,718 

 

 

 34,399 

 

 

 144 

Gain on sale of investment in unconsolidated joint venture

 

 -

 

 

 -

 

 

 6,448 

 

 

 -

Total other (expense) income

 

 (24,592)

 

 

 (2,831)

 

 

 12,036 

 

 

 (30,333)

Net income (loss)

 

 (35,975)

 

 

 (142,141)

 

 

 39,389 

 

 

 (3,325)

Noncontrolling interest in consolidated joint ventures

 

 462 

 

 

 (281)

 

 

 373 

 

 

 490 

Noncontrolling interest in Operating Partnership

 

 3,795 

 

 

 15,530 

 

 

 (4,383)

 

 

 314 

Net income (loss) available to common shareholders

$

 (31,718)

 

$

 (126,892)

 

$

 35,379 

 

$

 (2,521)

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common shareholders

$

 (0.35)

 

$

 (1.42)

 

$

 0.40 

 

$

 (0.03)

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common shareholders

$

 (0.35)

 

$

 (1.42)

 

$

 0.40 

 

$

 (0.03)

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

$

 0.15 

 

$

 0.15 

 

$

 0.15 

 

$

 0.15 

 

(1)

Amounts for the year ended December 31, 2015 relate to impairment charges as further described in Note 3: Recent Transactions – Impairments on Properties Held and Used.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended 2014

 

December 31

 

 

September 30

 

 

June 30

 

 

March 31

Total revenues

$

 151,414 

 

$

 155,489 

 

$

 160,300 

 

$

 169,596 

Operating and other expenses

 

 64,177 

 

 

 64,374 

 

 

 65,788 

 

 

 81,854 

Real estate service salaries

 

 5,923 

 

 

 6,933 

 

 

 6,571 

 

 

 6,709 

General and administrative

 

 23,775 

 

 

 12,665 

 

 

 11,730 

 

 

 22,881 

Acquisition-related costs

 

 175 

 

 

 -

 

 

 1,943 

 

 

 -

Depreciation and amortization

 

 40,811 

 

 

 41,983 

 

 

 44,711 

 

 

 44,985 

Total expenses

 

 134,861 

 

 

 125,955 

 

 

 130,743 

 

 

 156,429 

Operating Income

 

 16,553 

 

 

 29,534 

 

 

 29,557 

 

 

 13,167 

Interest expense

 

 (27,420)

 

 

 (27,353)

 

 

 (28,159)

 

 

 (29,946)

Interest and other investment income

 

 1,399 

 

 

 908 

 

 

 922 

 

 

 386 

Equity in earnings (loss) of unconsolidated

 

 

 

 

 

 

 

 

 

 

 

joint ventures

 

 (363)

 

 

 (1,268)

 

 

 443 

 

 

 (1,235)

Realized gains (losses) on disposition of rental properties

 

 -

 

 

 264 

 

 

 54,584 

 

 

 -

Loss from early extinguishment of debt

 

 (582)

 

 

 -

 

 

 -

 

 

 -

Total other (expense) income

 

 (26,966)

 

 

 (27,449)

 

 

 27,790 

 

 

 (30,795)

Net income (loss)

 

 (10,413)

 

 

 2,085 

 

 

 57,347 

 

 

 (17,628)

Noncontrolling interest in consolidated joint ventures

 

 21 

 

 

 145 

 

 

 290 

 

 

 322 

Noncontrolling interest in Operating Partnership

 

 1,152 

 

 

 (248)

 

 

 (6,514)

 

 

 2,008 

Net income (loss) available to common shareholders

$

 (9,240)

 

$

 1,982 

 

$

 51,123 

 

$

 (15,298)

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common shareholders

$

 (0.10)

 

$

 0.02 

 

$

 0.58 

 

$

 (0.17)

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common shareholders

$

 (0.10)

 

$

 0.02 

 

$

 0.58 

 

$

 (0.17)

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

$

 0.15 

 

$

 0.15 

 

$

 0.15 

 

$

 0.30 

 

v3.3.1.900
Real Estate Investments And Accumulated Depreciation
 12 Months Ended
Dec. 31, 2015
Real Estate Investments And Accumulated Depreciation [Abstract]  
Real Estate Investments And Accumulated Depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MACK-CALI REALTY CORPORATION

 

 

 

 

 

 

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE III

 

 

 

 

 

 

Gross Amount at Which

 

 

 

 

 

 

 

 

 

Costs

Carried at Close of

 

 

 

 

 

 

 

Initial Costs

Capitalized

Period (a)

 

 

 

Property

Year

 

Related

 

Building and

Subsequent

 

Building and

 

Accumulated

Property Location

Type

Built

Acquired

Encumbrances

Land

Improvements

to Acquisition

Land

Improvements

Total

Depreciation (b)

 

 

 

 

 

 

 

 

 

 

 

 

NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

Bergen County

 

 

 

 

 

 

 

 

 

 

 

Fort Lee

 

 

 

 

 

 

 

 

 

 

 

One Bridge Plaza

Office

 1981  1996 

 -

 2,439  24,462  7,444  2,439  31,906  34,345  14,813 

2115 Linwood Avenue

Office

 1981  1998 

 -

 474  4,419  7,017  474  11,436  11,910  4,083 

Montvale

 

 

 

 

 

 

 

 

 

 

 

135 Chestnut Ridge Road

Office

 1981  1997 

 -

 2,587  10,350  (4,659) 1,437  6,841  8,278  3,026 

Paramus

 

 

 

 

 

 

 

 

 

 

 

15 East Midland Avenue

Office

 1988  1997  12,438  10,375  41,497  2,490  10,374  43,988  54,362  19,632 

140 East Ridgewood Avenue

Office

 1981  1997  11,720  7,932  31,463  7,578  7,932  39,041  46,973  17,789 

461 From Road

Office

 1988  1997 

 -

 13,194  52,778  10,587  13,194  63,365  76,559  24,838 

650 From Road

Office

 1978  1997  22,484  10,487  41,949  8,189  10,487  50,138  60,625  22,344 

61 South Paramus Road (c)

Office

 1985  1997  22,005  9,005  36,018  9,162  9,005  45,180  54,185  20,390 

Rochelle Park

 

 

 

 

 

 

 

 

 

 

 

120 West Passaic Street

Office

 1972  1997 

 -

 1,354  5,415  431  1,357  5,843  7,200  2,582 

365 West Passaic Street

Office

 1976  1997  11,720  4,148  16,592  5,497  4,148  22,089  26,237  9,804 

395 West Passaic Street

Office

 1979  2006 

 -

 2,550  17,131  1,020  2,550  18,151  20,701  4,324 

Upper Saddle River

 

 

 

 

 

 

 

 

 

 

 

1 Lake Street

Office

 1994  1997  40,184  13,952  55,812  (37,797) 6,268  25,699  31,967  15,132 

10 Mountainview Road

Office

 1986  1998 

 -

 4,240  20,485  4,743  4,240  25,228  29,468  11,358 

Woodcliff Lake

 

 

 

 

 

 

 

 

 

 

 

400 Chestnut Ridge Road

Office

 1982  1997 

 -

 4,201  16,802  (6,770) 2,312  11,921  14,233  6,579 

50 Tice Boulevard

Office

 1984  1994  22,962  4,500 

 -

 27,862  4,500  27,862  32,362  19,320 

300 Tice Boulevard

Office

 1991  1996 

 -

 5,424  29,688  6,385  5,424  36,073  41,497  16,438 

 

 

 

 

 

 

 

 

 

 

 

 

Burlington County

 

 

 

 

 

 

 

 

 

 

 

Burlington

 

 

 

 

 

 

 

 

 

 

 

3 Terri Lane

Office/Flex

 1991  1998 

 -

 652  3,433  1,549  658  4,976  5,634  2,285 

5 Terri Lane

Office/Flex

 1992  1998 

 -

 564  3,792  2,272  569  6,059  6,628  2,856 

Moorestown

 

 

 

 

 

 

 

 

 

 

 

2 Commerce Drive

Office/Flex

 1986  1999 

 -

 723  2,893  544  723  3,437  4,160  1,461 

101 Commerce Drive

Office/Flex

 1988  1998 

 -

 422  3,528  436  426  3,960  4,386  1,893 

102 Commerce Drive

Office/Flex

 1987  1999 

 -

 389  1,554  482  389  2,036  2,425  732 

201 Commerce Drive

Office/Flex

 1986  1998 

 -

 254  1,694  349  258  2,039  2,297  922 

202 Commerce Drive

Office/Flex

 1988  1999 

 -

 490  1,963  384  490  2,347  2,837  919 

1 Executive Drive

Office/Flex

 1989  1998 

 -

 226  1,453  772  228  2,223  2,451  979 

2 Executive Drive

Office/Flex

 1988  2000 

 -

 801  3,206  980  801  4,186  4,987  1,530 

101 Executive Drive

Office/Flex

 1990  1998 

 -

 241  2,262  701  244  2,960  3,204  1,328 

102 Executive Drive

Office/Flex

 1990  1998 

 -

 353  3,607  420  357  4,023  4,380  1,812 

225 Executive Drive

Office/Flex

 1990  1998 

 -

 323  2,477  457  326  2,931  3,257  1,280 

97 Foster Road

Office/Flex

 1982  1998 

 -

 208  1,382  389  211  1,768  1,979  885 

1507 Lancer Drive

Office/Flex

 1995  1998 

 -

 119  1,106  209  120  1,314  1,434  612 

1245 North Church Street

Office/Flex

 1998  2001 

 -

 691  2,810  110  691  2,920  3,611  1,078 

1247 North Church Street

Office/Flex

 1998  2001 

 -

 805  3,269  175  805  3,444  4,249  1,287 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MACK-CALI REALTY CORPORATION

 

 

 

 

 

 

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE III

 

 

 

 

 

 

Gross Amount at Which

 

 

 

 

 

 

 

 

 

Costs

Carried at Close of

 

 

 

 

 

 

 

Initial Costs

Capitalized

Period (a)

 

 

 

 

Year

 

Related

 

Building and

Subsequent

 

Building and

 

Accumulated

Property Location

 

Built

Acquired

Encumbrances

Land

Improvements

to Acquisition

Land

Improvements

Total

Depreciation (b)

 

 

 

 

 

 

 

 

 

 

 

 

1256 North Church Street

Office/Flex

 1984  1998 

 -

 354  3,098  658  357  3,753  4,110  1,678 

840 North Lenola Road

Office/Flex

 1995  1998 

 -

 329  2,366  499  333  2,861  3,194  1,286 

844 North Lenola Road

Office/Flex

 1995  1998 

 -

 239  1,714  298  241  2,010  2,251  957 

915 North Lenola Road

Office/Flex

 1998  2000 

 -

 508  2,034  215  508  2,249  2,757  985 

2 Twosome Drive

Office/Flex

 2000  2001 

 -

 701  2,807  225  701  3,032  3,733  1,077 

30 Twosome Drive

Office/Flex

 1997  1998 

 -

 234  1,954  510  236  2,462  2,698  1,251 

31 Twosome Drive

Office/Flex

 1998  2001 

 -

 815  3,276  258  815  3,534  4,349  1,303 

40 Twosome Drive

Office/Flex

 1996  1998 

 -

 297  2,393  160  301  2,549  2,850  1,180 

41 Twosome Drive

Office/Flex

 1998  2001 

 -

 605  2,459  214  605  2,673  3,278  1,016 

50 Twosome Drive

Office/Flex

 1997  1998 

 -

 301  2,330  98  304  2,425  2,729  1,133 

 

 

 

 

 

 

 

 

 

 

 

 

Essex County

 

 

 

 

 

 

 

 

 

 

 

Millburn

 

 

 

 

 

 

 

 

 

 

 

150 J.F. Kennedy Parkway

Office

 1980  1997 

 -

 12,606  50,425  8,203  12,606  58,628  71,234  25,768 

Roseland

 

 

 

 

 

 

 

 

 

 

 

4 Becker Farm Road

Office

 1983  2009  40,083  5,600  38,285  (9,089) 4,271  30,525  34,796  6,756 

6 Becker Farm Road

Office

 1983  2009  13,829  2,600  15,548  (7,006) 1,556  9,586  11,142  2,055 

101 Eisenhower Parkway

Office

 1980  1994 

 -

 228 

 -

 21,850  228  21,850  22,078  14,063 

103 Eisenhower Parkway

Office

 1985  1994 

 -

 -

 -

 16,898  2,300  14,598  16,898  9,448 

105 Eisenhower Parkway

Office

 2001  2001 

 -

 4,430  42,898  5,670  3,835  49,163  52,998  22,616 

75 Livingston Avenue

Office

 1985  2009  10,599  1,900  6,312  (1,630) 1,281  5,301  6,582  1,206 

85 Livingston Avenue

Office

 1985  2009  14,862  2,500  14,238  (8,238) 1,234  7,266  8,500  1,622 

 

 

 

 

 

 

 

 

 

 

 

 

Hudson County

 

 

 

 

 

 

 

 

 

 

 

Jersey City

 

 

 

 

 

 

 

 

 

 

 

Harborside Plaza 1

Office

 1983  1996 

 -

 3,923  51,013  27,985  3,923  78,998  82,921  39,183 

Harborside Plaza 2

Office

 1990  1996 

 -

 17,655  101,546  25,245  12,844  131,602  144,446  58,486 

Harborside Plaza 3

Office

 1990  1996 

 -

 17,655  101,878  24,911  12,843  131,601  144,444  58,486 

Harborside Plaza 4A

Office

 2000  2000 

 -

 1,244  56,144  14,601  1,244  70,745  71,989  30,770 

Harborside Plaza 5

Office

 2002  2002  217,736  6,218  170,682  56,368  5,705  227,563  233,268  86,807 

101 Hudson Street

Office

 1992  2005 

 -

 45,530  271,376  4,723  45,530  276,099  321,629  76,102 

Weehawken

 

 

 

 

 

 

 

 

 

 

 

500 Avenue at Port Imperial

Other

 2013  2013  36,600  13,099  56,669  (21,005) 13,099  35,664  48,763  2,174 

 

 

 

 

 

 

 

 

 

 

 

 

Mercer County

 

 

 

 

 

 

 

 

 

 

 

Hamilton Township

 

 

 

 

 

 

 

 

 

 

 

3 AAA Drive

Office

 1981  2007 

 -

 242  3,218  1,391  242  4,609  4,851  1,321 

100 Horizon Center Boulevard

Office/Flex

 1989  1995 

 -

 205  1,676  730  325  2,286  2,611  1,029 

200 Horizon Drive

Office/Flex

 1991  1995 

 -

 205  3,027  715  357  3,590  3,947  1,845 

300 Horizon Drive

Office/Flex

 1989  1995 

 -

 379  4,355  1,428  531  5,631  6,162  2,641 

500 Horizon Drive

Office/Flex

 1990  1995 

 -

 379  3,395  901  496  4,179  4,675  2,152 

600 Horizon Drive

Office/Flex

 2002  2002 

 -

 -

 7,549  709  685  7,573  8,258  2,478 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MACK-CALI REALTY CORPORATION

 

 

 

 

 

 

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE III

 

 

 

 

 

 

Gross Amount at Which

 

 

 

 

 

 

 

 

 

Costs

Carried at Close of

 

 

 

 

 

 

 

Initial Costs

Capitalized

Period (a)

 

 

 

 

Year

 

Related

 

Building and

Subsequent

 

Building and

 

Accumulated

Property Location

 

Built

Acquired

Encumbrances

Land

Improvements

to Acquisition

Land

Improvements

Total

Depreciation (b)

 

 

 

 

 

 

 

 

 

 

 

 

700 Horizon Drive

Office

 2007  2007 

 -

 490  43  16,663  865  16,331  17,196  4,028 

2 South Gold Drive

Office

 1974  2007 

 -

 476  3,487  846  476  4,333  4,809  967 

Princeton

 

 

 

 

 

 

 

 

 

 

 

103 Carnegie Center

Office

 1984  1996 

 -

 2,566  7,868  3,304  2,566  11,172  13,738  5,460 

2 Independence Way

Office

 1985  2009 

 -

 1,300  7,246  (4,079) 702  3,765  4,467  166 

3 Independence Way

Office

 1983  1997 

 -

 1,997  11,391  4,374  1,997  15,765  17,762  7,732 

100 Overlook Center

Office

 1988  1997 

 -

 2,378  21,754  3,666  2,378  25,420  27,798  11,149 

5 Vaughn Drive

Office

 1987  1995 

 -

 657  9,800  2,962  657  12,762  13,419  6,823 

 

 

 

 

 

 

 

 

 

 

 

 

Middlesex County

 

 

 

 

 

 

 

 

 

 

 

East Brunswick

 

 

 

 

 

 

 

 

 

 

 

377 Summerhill Road

Office

 1977  1997 

 -

 649  2,594  324  649  2,918  3,567  1,349 

Edison

 

 

 

 

 

 

 

 

 

 

 

333 Thornall Street

Office

 1984  2015 

 -

 5,542  40,762 

 -

 5,542  40,762  46,304  247 

343 Thornall Street

Office

 1991  2006 

 -

 6,027  39,101  3,349  6,027  42,450  48,477  12,243 

New Brunswick

 

 

 

 

 

 

 

 

 

 

 

Richmond Court

Multi-Family

 1997  2013 

 -

 2,992  13,534  1,601  2,992  15,135  18,127  689 

Riverwatch Commons

Multi-Family

 1995  2013 

 -

 4,169  18,974  729  4,169  19,703  23,872  965 

Plainsboro

 

 

 

 

 

 

 

 

 

 

 

500 College Road East (c)

Office

 1984  1998 

 -

 614  20,626  4,839  614  25,465  26,079  11,312 

Woodbridge

 

 

 

 

 

 

 

 

 

 

 

581 Main Street

Office

 1991  1997 

 -

 3,237  12,949  26,135  8,115  34,206  42,321  16,730 

 

 

 

 

 

 

 

 

 

 

 

 

Monmouth County

 

 

 

 

 

 

 

 

 

 

 

Freehold

 

 

 

 

 

 

 

 

 

 

 

2 Paragon Way

Office

 1989  2005 

 -

 999  4,619  (864) 720  4,034  4,754  1,263 

3 Paragon Way

Office

 1991  2005 

 -

 1,423  6,041  (979) 1,020  5,465  6,485  1,809 

4 Paragon Way

Office

 2002  2005 

 -

 1,961  8,827  (3,107) 1,404  6,277  7,681  1,585 

100 Willow Brook Road

Office

 1988  2005 

 -

 1,264  5,573  (1,543) 869  4,425  5,294  1,442 

Holmdel

 

 

 

 

 

 

 

 

 

 

 

23 Main Street

Office

 1977  2005  28,541  4,336  19,544  9,133  4,336  28,677  33,013  12,775 

Middletown

 

 

 

 

 

 

 

 

 

 

 

One River Center, Building 1

Office

 1983  2004  10,721  3,070  17,414  4,065  2,451  22,098  24,549  7,840 

One River Center, Building 2

Office

 1983  2004  12,026  2,468  15,043  3,894  2,452  18,953  21,405  5,441 

One River Center, Building 3

Office

 1984  2004  19,112  4,051  24,790  6,171  4,627  30,385  35,012  9,435 

Neptune

 

 

 

 

 

 

 

 

 

 

 

3600 Route 66

Office

 1989  1995 

 -

 1,098  18,146  11,397  1,098  29,543  30,641  11,448 

Wall Township

 

 

 

 

 

 

 

 

 

 

 

1305 Campus Parkway

Office

 1988  1995 

 -

 335  2,560  707  291  3,311  3,602  1,618 

1325 Campus Parkway

Office/Flex

 1988  1995 

 -

 270  2,928  725  270  3,653  3,923  1,914 

1340 Campus Parkway

Office/Flex

 1992  1995 

 -

 489  4,621  1,836  489  6,457  6,946  3,434 

1345 Campus Parkway

Office/Flex

 1995  1997 

 -

 1,023  5,703  1,772  1,024  7,474  8,498  3,841 

1350 Campus Parkway

Office

 1990  1995 

 -

 454  7,134  1,049  454  8,183  8,637  4,016 

1433 Highway 34

Office/Flex

 1985  1995 

 -

 889  4,321  1,655  889  5,976  6,865  2,972 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MACK-CALI REALTY CORPORATION

 

 

 

 

 

 

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE III

 

 

 

 

 

 

Gross Amount at Which

 

 

 

 

 

 

 

 

 

Costs

Carried at Close of

 

 

 

 

 

 

 

Initial Costs

Capitalized

Period (a)

 

 

 

 

Year

 

Related

 

Building and

Subsequent

 

Building and

 

Accumulated

Property Location

 

Built

Acquired

Encumbrances

Land

Improvements

to Acquisition

Land

Improvements

Total

Depreciation (b)

 

 

 

 

 

 

 

 

 

 

 

 

1320 Wyckoff Avenue

Office/Flex

 1986  1995 

 -

 255  1,285  291  216  1,615  1,831  908 

1324 Wyckoff Avenue

Office/Flex

 1987  1995 

 -

 230  1,439  317  190  1,796  1,986  853 

 

 

 

 

 

 

 

 

 

 

 

 

Morris County

 

 

 

 

 

 

 

 

 

 

 

Florham Park

 

 

 

 

 

 

 

 

 

 

 

325 Columbia Parkway

Office

 1987  1994 

 -

 1,564 

 -

 17,770  1,564  17,770  19,334  11,013 

Morris Plains

 

 

 

 

 

 

 

 

 

 

 

250 Johnson Road

Office

 1977  1997 

 -

 2,004  8,016  (3,806) 930  5,284  6,214  4,265 

201 Littleton Road

Office

 1979  1997 

 -

 2,407  9,627  3,351  2,407  12,978  15,385  5,661 

Parsippany

 

 

 

 

 

 

 

 

 

 

 

4 Campus Drive

Office

 1983  2001 

 -

 5,213  20,984  3,953  5,213  24,937  30,150  8,914 

6 Campus Drive

Office

 1983  2001 

 -

 4,411  17,796  3,368  4,411  21,164  25,575  8,231 

7 Campus Drive

Office

 1982  1998 

 -

 1,932  27,788  6,298  1,932  34,086  36,018  15,795 

8 Campus Drive

Office

 1987  1998 

 -

 1,865  35,456  4,823  1,865  40,279  42,144  17,257 

9 Campus Drive

Office

 1983  2001 

 -

 3,277  11,796  16,882  5,842  26,113  31,955  10,295 

4 Century Drive

Office

 1981  2004 

 -

 1,787  9,575  (3,432) 1,086  6,844  7,930  2,188 

5 Century Drive

Office

 1981  2004 

 -

 1,762  9,341  (3,796) 953  6,354  7,307  2,109 

6 Century Drive

Office

 1981  2004 

 -

 1,289  6,848  (631) 990  6,516  7,506  1,966 

2 Dryden Way

Office

 1990  1998 

 -

 778  420  110  778  530  1,308  264 

4 Gatehall Drive

Office

 1988  2000 

 -

 8,452  33,929  4,055  8,452  37,984  46,436  15,223 

2 Hilton Court

Office

 1991  1998 

 -

 1,971  32,007  4,434  1,971  36,441  38,412  16,638 

1633 Littleton Road

Office

 1978  2002 

 -

 2,283  9,550  507  2,355  9,985  12,340  6,117 

600 Parsippany Road

Office

 1978  1994 

 -

 1,257  5,594  3,102  1,257  8,696  9,953  4,631 

1 Sylvan Way

Office

 1989  1998 

 -

 1,689  24,699  2,914  1,021  28,281  29,302  13,702 

3 Sylvan Way

Office

 1988  2015 

 -

 5,590  4,710 

 -

 5,590  4,710  10,300 

 -

5 Sylvan Way

Office

 1989  1998 

 -

 1,160  25,214  2,866  1,161  28,079  29,240  12,067 

7 Sylvan Way

Office

 1987  1998 

 -

 2,084  26,083  1,185  2,084  27,268  29,352  11,760 

20 Waterview Boulevard

Office

 1988  2009  23,989  4,500  27,246  (4,222) 3,816  23,708  27,524  4,895 

35 Waterview Boulevard

Office

 1990  2006 

 -

 5,133  28,059  1,161  5,133  29,220  34,353  8,100 

5 Wood Hollow Road

Office

 1979  2004 

 -

 5,302  26,488  15,538  5,302  42,026  47,328  15,275 

 

 

 

 

 

 

 

 

 

 

 

 

Passaic County

 

 

 

 

 

 

 

 

 

 

 

Totowa

 

 

 

 

 

 

 

 

 

 

 

1 Center Court

Office/Flex

 1999  1999 

 -

 270  1,824  490  270  2,314  2,584  990 

2 Center Court

Office/Flex

 1998  1998 

 -

 191 

 -

 2,476  191  2,476  2,667  1,089 

11 Commerce Way

Office/Flex

 1989  1995 

 -

 586  2,986  1,000  586  3,986  4,572  2,086 

20 Commerce Way

Office/Flex

 1992  1995 

 -

 516  3,108  111  516  3,219  3,735  1,600 

29 Commerce Way

Office/Flex

 1990  1995 

 -

 586  3,092  961  586  4,053  4,639  1,809 

40 Commerce Way

Office/Flex

 1987  1995 

 -

 516  3,260  1,509  516  4,769  5,285  2,293 

45 Commerce Way

Office/Flex

 1992  1995 

 -

 536  3,379  497  536  3,876  4,412  1,940 

60 Commerce Way

Office/Flex

 1988  1995 

 -

 526  3,257  507  526  3,764  4,290  2,048 

80 Commerce Way

Office/Flex

 1996  1996 

 -

 227 

 -

 1,348  227  1,348  1,575  638 

100 Commerce Way

Office/Flex

 1996  1996 

 -

 226 

 -

 1,348  226  1,348  1,574  637 

120 Commerce Way

Office/Flex

 1994  1995 

 -

 228 

 -

 1,284  229  1,283  1,512  657 

140 Commerce Way

Office/Flex

 1994  1995 

 -

 229 

 -

 1,282  228  1,283  1,511  657 

999 Riverview Drive

Office

 1988  1995 

 -

 476  6,024  2,766  1,102  8,164  9,266  4,367 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MACK-CALI REALTY CORPORATION

 

 

 

 

 

 

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE III

 

 

 

 

 

 

Gross Amount at Which

 

 

 

 

 

 

 

 

 

Costs

Carried at Close of

 

 

 

 

 

 

 

Initial Costs

Capitalized

Period (a)

 

 

 

 

Year

 

Related

 

Building and

Subsequent

 

Building and

 

Accumulated

Property Location

 

Built

Acquired

Encumbrances

Land

Improvements

to Acquisition

Land

Improvements

Total

Depreciation (b)

 

 

 

 

 

 

 

 

 

 

 

 

Somerset County

 

 

 

 

 

 

 

 

 

 

 

Basking Ridge

 

 

 

 

 

 

 

 

 

 

 

222 Mt. Airy Road

Office

 1986  1996 

 -

 775  3,636  1,848  697  5,562  6,259  2,747 

233 Mt. Airy Road

Office

 1987  1996 

 -

 1,034  5,033  1,254  915  6,406  7,321  2,677 

Bridgewater

 

 

 

 

 

 

 

 

 

 

 

440 Route 22 East

Office

 1990  2010 

 -

 3,986  13,658  4,940  3,986  18,598  22,584  4,638 

721 Route 202/206

Office

 1989  1997 

 -

 6,730  26,919  (952) 5,067  27,630  32,697  14,895 

 

 

 

 

 

 

 

 

 

 

 

 

Union County

 

 

 

 

 

 

 

 

 

 

 

Clark

 

 

 

 

 

 

 

 

 

 

 

100 Walnut Avenue

Office

 1985  1994  18,273 

 -

 -

 17,801  1,822  15,979  17,801  10,958 

Cranford

 

 

 

 

 

 

 

 

 

 

 

6 Commerce Drive

Office

 1973  1994 

 -

 250 

 -

 1,728  250  1,728  1,978  704 

11 Commerce Drive

Office

 1981  1994 

 -

 470 

 -

 5,490  470  5,490  5,960  4,644 

12 Commerce Drive

Office

 1967  1997 

 -

 887  3,549  1,543  887  5,092  5,979  2,566 

14 Commerce Drive

Office

 1971  2003 

 -

 1,283  6,344  1,613  1,283  7,957  9,240  2,477 

20 Commerce Drive

Office

 1990  1994 

 -

 2,346 

 -

 21,663  2,346  21,663  24,009  11,901 

25 Commerce Drive

Office

 1971  2002 

 -

 1,520  6,186  864  1,520  7,050  8,570  3,239 

65 Jackson Drive

Office

 1984  1994 

 -

 541 

 -

 6,377  542  6,376  6,918  4,381 

New Providence

 

 

 

 

 

 

 

 

 

 

 

890 Mountain Road

Office

 1977  1997 

 -

 2,796  11,185  (4,798) 1,719  7,464  9,183  3,212 

Rahway

 

 

 

 

 

 

 

 

 

 

 

Park Square

Multi-Family

 2011  2013  27,500  4,000  40,670  256  4,000  40,926  44,926  2,148 

 

 

 

 

 

 

 

 

 

 

 

 

NEW YORK

 

 

 

 

 

 

 

 

 

 

 

New York County

 

 

 

 

 

 

 

 

 

 

 

New York

 

 

 

 

 

 

 

 

 

 

 

125 Broad Street

Office

 1970  2007 

 -

 50,191  207,002  (48,039) 33,829  175,325  209,154  37,852 

 

 

 

 

 

 

 

 

 

 

 

 

Westchester County

 

 

 

 

 

 

 

 

 

 

 

Elmsford

 

 

 

 

 

 

 

 

 

 

 

11 Clearbrook Road

Office/Flex

 1974  1997 

 -

 149  2,159  602  149  2,761  2,910  1,278 

75 Clearbrook Road

Office/Flex

 1990  1997 

 -

 2,314  4,716  57  2,314  4,773  7,087  2,259 

100 Clearbrook Road

Office

 1975  1997 

 -

 220  5,366  1,617  220  6,983  7,203  3,352 

125 Clearbrook Road

Office/Flex

 2002  2002 

 -

 1,055  3,676  (445) 1,055  3,231  4,286  1,145 

150 Clearbrook Road

Office/Flex

 1975  1997 

 -

 497  7,030  2,221  497  9,251  9,748  4,104 

175 Clearbrook Road

Office/Flex

 1973  1997 

 -

 655  7,473  762  655  8,235  8,890  3,863 

200 Clearbrook Road

Office/Flex

 1974  1997 

 -

 579  6,620  1,888  579  8,508  9,087  3,852 

250 Clearbrook Road

Office/Flex

 1973  1997 

 -

 867  8,647  2,395  867  11,042  11,909  4,697 

50 Executive Boulevard

Office/Flex

 1969  1997 

 -

 237  2,617  441  237  3,058  3,295  1,404 

77 Executive Boulevard

Office/Flex

 1977  1997 

 -

 34  1,104  212  34  1,316  1,350  677 

85 Executive Boulevard

Office/Flex

 1968  1997 

 -

 155  2,507  516  155  3,023  3,178  1,284 

101 Executive Boulevard

Office

 1971  1997 

 -

 267  5,838  (3,528) 101  2,476  2,577  2,468 

300 Executive Boulevard

Office/Flex

 1970  1997 

 -

 460  3,609  306  460  3,915  4,375  1,802 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MACK-CALI REALTY CORPORATION

 

 

 

 

 

 

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE III

 

 

 

 

 

 

Gross Amount at Which

 

 

 

 

 

 

 

 

 

Costs

Carried at Close of

 

 

 

 

 

 

 

Initial Costs

Capitalized

Period (a)

 

 

 

 

Year

 

Related

 

Building and

Subsequent

 

Building and

 

Accumulated

Property Location

 

Built

Acquired

Encumbrances

Land

Improvements

to Acquisition

Land

Improvements

Total

Depreciation (b)

 

 

 

 

 

 

 

 

 

 

 

 

350 Executive Boulevard

Office/Flex

1970

 1997 

 -

 100  1,793  175  100  1,968  2,068  942 

399 Executive Boulevard

Office/Flex

1962

 1997 

 -

 531  7,191  163  531  7,354  7,885  3,502 

400 Executive Boulevard

Office/Flex

1970

 1997 

 -

 2,202  1,846  938  2,202  2,784  4,986  1,407 

500 Executive Boulevard

Office/Flex

1970

 1997 

 -

 258  4,183  434  258  4,617  4,875  2,268 

525 Executive Boulevard

Office/Flex

1972

 1997 

 -

 345  5,499  837  345  6,336  6,681  3,082 

700 Executive Boulevard

Land Lease

N/A

 1997 

 -

 970 

 -

 -

 970 

 -

 970 

 -

1 Warehouse Lane (c)

Industrial/Warehouse

1957

 1997 

 -

 3  268  233  3  501  504  238 

2 Warehouse Lane (c)

Industrial/Warehouse

1957

 1997 

 -

 4  672  232  4  904  908  378 

3 Warehouse Lane (c)

Industrial/Warehouse

1957

 1997 

 -

 21  1,948  363  21  2,311  2,332  1,181 

4 Warehouse Lane (c)

Industrial/Warehouse

1957

 1997 

 -

 84  13,393  3,405  85  16,797  16,882  7,261 

5 Warehouse Lane (c)

Industrial/Warehouse

1957

 1997 

 -

 19  4,804  943  19  5,747  5,766  2,745 

6 Warehouse Lane (c)

Industrial/Warehouse

1982

 1997 

 -

 10  4,419  2,381  10  6,800  6,810  2,764 

1 Westchester Plaza

Office/Flex

1967

 1997 

 -

 199  2,023  469  199  2,492  2,691  1,318 

2 Westchester Plaza

Office/Flex

1968

 1997 

 -

 234  2,726  686  234  3,412  3,646  1,510 

3 Westchester Plaza

Office/Flex

1969

 1997 

 -

 655  7,936  1,343  655  9,279  9,934  4,453 

4 Westchester Plaza

Office/Flex

1969

 1997 

 -

 320  3,729  1,244  320  4,973  5,293  2,455 

5 Westchester Plaza

Office/Flex

1969

 1997 

 -

 118  1,949  425  118  2,374  2,492  1,219 

6 Westchester Plaza

Office/Flex

1968

 1997 

 -

 164  1,998  166  164  2,164  2,328  1,012 

7 Westchester Plaza

Office/Flex

1972

 1997 

 -

 286  4,321  681  286  5,002  5,288  2,187 

8 Westchester Plaza

Office/Flex

1971

 1997 

 -

 447  5,262  1,917  447  7,179  7,626  3,157 

Hawthorne

 

 

 

 

 

 

 

 

 

 

 

200 Saw Mill River Road

Office/Flex

1965

 1997 

 -

 353  3,353  533  353  3,886  4,239  1,831 

1 Skyline Drive

Office

1980

 1997 

 -

 66  1,711  210  66  1,921  1,987  943 

2 Skyline Drive

Office

1987

 1997 

 -

 109  3,128  1,474  109  4,602  4,711  2,270 

4 Skyline Drive

Office/Flex

1987

 1997 

 -

 363  7,513  2,873  363  10,386  10,749  5,320 

5 Skyline Drive

Office/Flex

1980

 2001 

 -

 2,219  8,916  1,747  2,219  10,663  12,882  4,706 

6 Skyline Drive

Office/Flex

1980

 2001 

 -

 740  2,971  1,498  740  4,469  5,209  2,380 

7 Skyline Drive

Office

1987

 1998 

 -

 330  13,013  2,564  330  15,577  15,907  6,690 

8 Skyline Drive

Office/Flex

1985

 1997 

 -

 212  4,410  769  212  5,179  5,391  2,557 

10 Skyline Drive

Office/Flex

1985

 1997 

 -

 134  2,799  732  134  3,531  3,665  1,903 

11 Skyline Drive (c)

Office/Flex

1989

 1997 

 -

 -

 4,788  761 

 -

 5,549  5,549  2,409 

12 Skyline Drive (c)

Office/Flex

1999

 1999 

 -

 1,562  3,254  200  1,320  3,696  5,016  1,497 

15 Skyline Drive (c)

Office/Flex

1989

 1997 

 -

 -

 7,449  1,060 

 -

 8,509  8,509  3,620 

17 Skyline Drive (c)

Office

1989

 1997 

 -

 -

 7,269  1,484 

 -

 8,753  8,753  3,998 

Tarrytown

 

 

 

 

 

 

 

 

 

 

 

230 White Plains Road

Retail

1984

 1997 

 -

 124  1,845  107  124  1,952  2,076  919 

White Plains

 

 

 

 

 

 

 

 

 

 

 

1 Barker Avenue

Office

1975

 1997 

 -

 208  9,629  2,590  207  12,220  12,427  5,489 

3 Barker Avenue

Office

1983

 1997 

 -

 122  7,864  1,848  122  9,712  9,834  4,473 

50 Main Street

Office

1985

 1997 

 -

 564  48,105  14,554  564  62,659  63,223  29,323 

11 Martine Avenue

Office

1987

 1997 

 -

 127  26,833  8,561  127  35,394  35,521  16,002 

1 Water Street

Office

1979

 1997 

 -

 211  5,382  1,341  211  6,723  6,934  3,043 

Yonkers

 

 

 

 

 

 

 

 

 

 

 

100 Corporate Boulevard

Office/Flex

1987

 1997 

 -

 602  9,910  1,397  602  11,307  11,909  5,342 

200 Corporate Boulevard South

Office/Flex

1990

 1997 

 -

 502  7,575  1,472  502  9,047  9,549  4,473 

1 Enterprise Boulevard

Land Lease

N/A

 1997 

 -

 1,379 

 -

 1  1,380 

 -

 1,380 

 -

1 Executive Boulevard

Office

1982

 1997 

 -

 1,104  11,904  2,998  1,105  14,901  16,006  6,732 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MACK-CALI REALTY CORPORATION

 

 

 

 

 

 

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE III

 

 

 

 

 

 

Gross Amount at Which

 

 

 

 

 

 

 

 

 

Costs

Carried at Close of

 

 

 

 

 

 

 

Initial Costs

Capitalized

Period (a)

 

 

 

 

Year

 

Related

 

Building and

Subsequent

 

Building and

 

Accumulated

Property Location

 

Built

Acquired

Encumbrances

Land

Improvements

to Acquisition

Land

Improvements

Total

Depreciation (b)

 

 

 

 

 

 

 

 

 

 

 

 

2 Executive Boulevard

Retail

1986

 1997 

 -

 89  2,439  107  89  2,546  2,635  1,182 

3 Executive Boulevard

Office

1987

 1997 

 -

 385  6,256  1,772  385  8,028  8,413  3,625 

4 Executive Plaza

Office/Flex

1986

 1997 

 -

 584  6,134  1,142  584  7,276  7,860  3,294 

6 Executive Plaza

Office/Flex

1987

 1997 

 -

 546  7,246  2,206  546  9,452  9,998  4,218 

1 Odell Plaza

Office/Flex

1980

 1997 

 -

 1,206  6,815  2,221  1,206  9,036  10,242  4,058 

3 Odell Plaza

Office

1984

 2003 

 -

 1,322  4,777  2,332  1,322  7,109  8,431  3,259 

5 Odell Plaza

Office/Flex

1983

 1997 

 -

 331  2,988  535  331  3,523  3,854  1,760 

7 Odell Plaza

Office/Flex

1984

 1997 

 -

 419  4,418  1,249  419  5,667  6,086  2,482 

 

 

 

 

 

 

 

 

 

 

 

 

CONNECTICUT

 

 

 

 

 

 

 

 

 

 

 

Fairfield County

 

 

 

 

 

 

 

 

 

 

 

Stamford

 

 

 

 

 

 

 

 

 

 

 

419 West Avenue

Office/Flex

 1986  1997 

 -

 4,538  9,246  1,298  4,538  10,544  15,082  5,417 

500 West Avenue

Office/Flex

 1988  1997 

 -

 415  1,679  654  415  2,333  2,748  899 

550 West Avenue

Office/Flex

 1990  1997 

 -

 1,975  3,856  185  1,975  4,041  6,016  1,956 

600 West Avenue

Office/Flex

 1999  1999 

 -

 2,305  2,863  754  2,305  3,617  5,922  1,426 

650 West Avenue

Office/Flex

 1998  1998 

 -

 1,328 

 -

 3,524  1,328  3,524  4,852  1,601 

 

 

 

 

 

 

 

 

 

 

 

 

DISTRICT OF COLUMBIA

 

 

 

 

 

 

 

 

 

 

 

Washington,

 

 

 

 

 

 

 

 

 

 

 

1201 Connecticut Avenue, NW

Office

 1940  1999 

 -

 14,228  18,571  6,895  14,228  25,466  39,694  11,390 

1400 L Street, NW

Office

 1987  1998 

 -

 13,054  27,423  7,910  13,054  35,333  48,387  18,841 

 

 

 

 

 

 

 

 

 

 

 

 

MARYLAND

 

 

 

 

 

 

 

 

 

 

 

Prince George’s County

 

 

 

 

 

 

 

 

 

 

 

Greenbelt

 

 

 

 

 

 

 

 

 

 

 

Capital Office Park Parcel A

Land

N/A

 2009 

 -

 840 

 -

 7  847 

 -

 847 

 -

9200 Edmonston Road

Office

1973/03

 2006  3,793  1,547  4,131  (2,484) 610  2,584  3,194  1,376 

6301 Ivy Lane

Office

1979/95

 2006 

 -

 5,168  14,706  (9,924) 2,431  7,519  9,950  1,988 

6303 Ivy Lane

Office

1980/03

 2006 

 -

 5,115  13,860  (10,097) 2,436  6,442  8,878  1,584 

6305 Ivy Lane

Office

1982/95

 2006 

 -

 5,615  14,420  (10,137) 2,599  7,299  9,898  1,972 

6404 Ivy Lane

Office

 1987  2006 

 -

 7,578  20,785  (14,343) 3,437  10,583  14,020  3,376 

6406 Ivy Lane

Office

 1991  2006 

 -

 7,514  21,152  (14,034) 3,158  11,474  14,632  2,570 

6411 Ivy Lane

Office

1984/05

 2006 

 -

 6,867  17,470  (12,445) 3,216  8,676  11,892  2,452 

Lanham

 

 

 

 

 

 

 

 

 

 

 

4200 Parliament Place

Office

 1989  1998 

 -

 2,114  13,546  (6,173) 774  8,713  9,487  4,258 

 

 

 

 

 

 

 

 

 

 

 

 

MASSACHUSETTS

 

 

 

 

 

 

 

 

 

 

 

Suffolk County

 

 

 

 

 

 

 

 

 

 

 

Revere

 

 

 

 

 

 

 

 

 

 

 

Alterra at Overlook Ridge IA

Multi-Family

 2004  2013 

 -

 9,042  50,671  879  9,042  51,550  60,592  3,859 

Alterra at Overlook Ridge II

Multi-Family

 2008  2013 

 -

 12,055  71,409  250  12,055  71,659  83,714  5,236 

Andover Place

Multi-Family

 1988  2014 

 -

 8,535  27,609  2,263  8,534  29,873  38,407  1,623 

 

 

 

 

 

 

 

 

 

 

 

 

Projects Under Development

 

 

 

 

 

 

 

 

 

 

 

 and Developable Land

 

 

 

 45,899  204,041  237,906 

 -

 204,041  237,906  441,947  323 

 

 

 

 

 

 

 

 

 

 

 

 

Furniture, Fixtures

 

 

 

 

 

 

 

 

 

 

 

 and Equipment

 

 

 

 -

 -

 -

 15,167 

 -

 15,167  15,167  5,418 

 

 

 

 

 

 

 

 

 

 

 

 

TOTALS

 

 

 

 667,076  796,691  3,531,729  479,298  735,696  4,072,022  4,807,718  1,464,482 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)The aggregate cost for federal income tax purposes at December 31, 2015 was approximately $3.3 billion.

(b)Depreciation of buildings and improvements are calculated over lives ranging from the life of the lease to 40 years.

(c)This property is located on land leased by the Company.

 

 

MACK-CALI REALTY CORPORATION

NOTE TO SCHEDULE III

 

 

 

Changes in rental properties and accumulated depreciation for the periods ended December 31, 2015, 2014 and 2013 are as follows: (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 2015 

 

 

 2014 

 

 

 2013 

Rental Properties

 

 

 

 

 

 

 

 

Balance at beginning of year

$

 4,958,179 

 

$

 5,129,933 

 

$

 5,379,436 

Additions

 

 219,227 

 

 

 193,005 

 

 

 317,994 

Rental property held for sale

 

 -

 

 

 -

 

 

 (107,205)

Properties sold

 

 (82,015)

 

 

 (331,181)

 

 

 (256,335)

Impairment charge

 

 (255,849)

 

 

 -

 

 

 (149,030)

Retirements/disposals

 

 (31,824)

 

 

 (33,578)

 

 

 (54,927)

Balance at end of year

$

 4,807,718 

 

$

 4,958,179 

 

$

 5,129,933 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Depreciation

 

 

 

 

 

 

 

 

Balance at beginning of year

$

 1,414,305 

 

$

 1,400,988 

 

$

 1,478,214 

Depreciation expense

 

 147,447 

 

 

 143,278 

 

 

 155,846 

Rental property held for sale

 

 -

 

 

 -

 

 

 (35,594)

Properties sold

 

 (7,517)

 

 

 (96,383)

 

 

 (104,196)

Impairment charge

 

 (57,929)

 

 

 -

 

 

 (38,353)

Retirements/disposals

 

 (31,824)

 

 

 (33,578)

 

 

 (54,929)

Balance at end of year

$

 1,464,482 

 

$

 1,414,305 

 

$

 1,400,988 

 

 

v3.3.1.900
Significant Accounting Policies (Policy)
 12 Months Ended
Dec. 31, 2015
Significant Accounting Policies [Abstract]  
Rental Property

Rental

PropertyRental properties are stated at cost less accumulated depreciation and amortization.  Costs directly related to the acquisition, development and construction of rental properties are capitalized.  Acquisition–related costs are expensed as incurred.  Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development.  Capitalized development and construction salaries and related costs approximated $4.2 million, $3.1 million and $4.4 million for the years ended December 31, 2015,  2014 and 2013, respectively.  Included in total rental property is construction, tenant improvement and development in-progress of $88.7 million and $62.8 million as of December 31, 2015 and 2014, respectively.  Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  Fully-depreciated assets are removed from the accounts.

 

The Company considers a construction project as substantially completed and held available for occupancy upon the substantial completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup).  If portions of a rental project are substantially completed and occupied by tenants, or held available for occupancy, and other portions have not yet reached that stage, the substantially completed portions are accounted for as a separate project.  The Company allocates costs incurred between the portions under construction and the portions substantially completed and held available for occupancy, primarily based on a percentage of the relative square footage of each portion, and capitalizes only those costs associated with the portion under construction.

 

Properties are depreciated using the straight-line method over the estimated useful lives of the assets.  The estimated useful lives are as follows:

 

Leasehold interests

Remaining lease term

Buildings and improvements

5 to 40 years

Tenant improvements

The shorter of the term of the

 

related lease or useful life

Furniture, fixtures and equipment

5 to 10 years

 

Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships.  The Company allocates the purchase price to the assets acquired and liabilities assumed based on their fair values.  The Company records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction.  In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information.  The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. 

 

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

 

Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant.  Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases.  In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions.  In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses.  Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals.  The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases.  The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.

 

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s rental properties held for use may be impaired.  In addition to identifying any specific circumstances which may affect a property or properties, management considers other criteria for determining which properties may require assessment for potential impairment.  The criteria considered by management include reviewing low leased percentages, significant near-term lease expirations, recently acquired properties, current and historical operating and/or cash flow losses, near-term mortgage debt maturities or other factors that might impact the Company’s intent and ability to hold the property.  A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the property over the fair value of the property.  The Company’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions.  These assumptions are generally based on management’s experience in its local real estate markets and the effects of current market conditions.  The assumptions are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property.  As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved, and actual losses or impairments may be realized in the future.  See Note 3: Recent Transactions – Impairments on Properties Held and Used.

 

Rental Property Held For Sale

Rental Property

Held for Sale

When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets.  If, in management’s opinion, the estimated net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established. 

 

If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used.  A property that is reclassified is measured and recorded individually at the lower of (a) its carrying value before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell. 

 

Investments In Unconsolidated Joint Ventures

Investments in

Unconsolidated

Joint VenturesThe Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting.  The Company applies the equity method by initially recording these investments at cost, as Investments in Unconsolidated Joint Ventures, subsequently adjusted for equity in earnings and cash contributions and distributions.  The outside basis portion of the Company’s joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed.  Generally, the Company would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Company has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee.    If the venture subsequently generates income, the Company only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses.

 

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired.  An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the value of the investment.  The Company’s estimates of value for each investment (particularly in real estate joint ventures) are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and operating costs.  As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its impairment analyses may not be realized, and actual losses or impairment may be realized in the future.  See Note 4: Investments in Unconsolidated Joint Ventures. 

  

Cash And Cash Equivalents

Cash and Cash

EquivalentsAll highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. 

 

Deferred Financing Costs

 

Deferred

Financing CostsCosts incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. Amortization of such costs is included in interest expense and was $3,790,000, $3,274,000 and $3,172,000 for the years ended December 31, 2015,  2014 and 2013, respectively.  If a financing obligation is extinguished early, any unamortized deferred financing costs are written off and included in gains (losses) from early extinguishment of debt.  Included in Loss from early extinguishment of debt of $582,000 and $156,000 for the years ended December 31, 2014 and 2013 were unamortized costs which were written off amounting to $12,000 and $156,000, respectively. 

 

Deferred Leasing Costs

Deferred

Leasing CostsCosts incurred in connection with commercial leases are capitalized and amortized on a straight-line basis over the terms of the related leases and included in depreciation and amortization.  Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease.  Certain employees of the Company are compensated for providing leasing services to the Properties.  The portion of such compensation related to commercial leases, which is capitalized and amortized, approximated $3,521,000, $3,840,000 and $4,223,000 for the years ended December 31, 2015,  2014 and 2013, respectively. 

 

Goodwill

GoodwillGoodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. Goodwill is allocated to various reporting units, as applicable.  Each of the Company’s segments consists of a reporting unit. Goodwill is not amortized.  Management performs an annual impairment test for goodwill during the fourth quarter and between annual tests, management evaluates the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying value of goodwill may not be fully recoverable.  In its impairment tests of goodwill, management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.  If based on this assessment, management determines that the fair value of the reporting unit is not less than its carrying value, then performing the additional two-step impairment test is unnecessary. If the carrying value of goodwill exceeds its fair value, an impairment charge is recognized.  The Company determined that its goodwill was not impaired at December 31, 2015 after management performed its impairment tests.

 

Derivative Instruments

Derivative

InstrumentsThe Company measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract.  For derivatives designated and qualifying as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings.  For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period. 

 

Revenue Recognition

Revenue

RecognitionBase rental revenue is recognized on a straight-line basis over the terms of the respective leases.  Unbilled rents receivable represents the cumulative amount by which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements.

 

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed-rate renewal options for below-market leases.  The capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases. 

 

Escalations and recoveries from tenants are received from tenants for certain costs as provided in the lease agreements.  These costs generally include real estate taxes, utilities, insurance, common area maintenance and other recoverable costs.  See Note 14: Tenant Leases. 

 

Construction services revenue includes fees earned and reimbursements received by the Company for providing construction management and general contractor services to clients.  Construction services revenue is recognized on the percentage of completion method.  Using this method, profits are recorded on the basis of our estimates of the overall profit and percentage of completion of individual contracts.  A portion of the estimated profits is accrued based upon estimates of the percentage of completion of the construction contract.  This revenue recognition method involves inherent risks relating to profit and cost estimates. 

 

Real estate services revenue includes property management, development, construction and leasing commission fees and other services, and payroll and related costs reimbursed from clients.  Fee income derived from the Company’s unconsolidated joint ventures (which are capitalized by such ventures) are recognized to the extent attributable to the unaffiliated ownership interests. 

 

Parking income includes income from parking spaces leased to tenants and others. 

 

Other income includes income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.

 

Allowance For Doubtful Accounts

Allowance for

Doubtful AccountsManagement performs a detailed review of amounts due from tenants to determine if an allowance for doubtful accounts is required based on factors affecting the collectability of the accounts receivable balances.  The factors considered by management in determining which individual tenant receivable balances, or aggregate receivable balances, require a collectability allowance include the age of the receivable, the tenant’s payment history, the nature of the charges, any communications regarding the charges and other related information. Management’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income. 

 

Income And Other Taxes

Income and

Other TaxesThe Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”).  As a REIT, the Company generally will not be subject to corporate federal income tax (including alternative minimum tax) on net income that it currently distributes to its shareholders, provided that the Company satisfies certain organizational and operational requirements including the requirement to distribute at least 90 percent of its REIT taxable income (determined by excluding any net capital gains) to its shareholders.  If and to the extent the Company retains and does not distribute any net capital gains, the Company will be required to pay federal, state and local taxes on such net capital gains at the rate applicable to capital gains of a corporation.  The Company has elected to treat certain of its corporate subsidiaries as taxable REIT subsidiaries (each a “TRS”).  In general, a TRS of the Company may perform additional services for tenants of the Company and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated).  A TRS is subject to corporate federal income tax.   The Company has conducted business through its TRS entities for certain property management, development, construction and other related services, as well as to hold a joint venture interest in a hotel and other matters. 

 

As of December 31, 2015, the Company had a deferred tax asset related to its TRS activity with a balance of approximately $22.4 million which has been fully reserved for through a valuation allowance.  If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.  The Company is subject to certain state and local taxes.

 

Pursuant to the amended provisions related to uncertain tax provisions of ASC 740, Income Taxes, the Company recognized no material adjustments regarding its tax accounting treatment.  The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense, which is included in general and administrative expense.

 

In the normal course of business, the Company or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates, where applicable.  As of December 31, 2015, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are generally from the year 2011 forward.

 

Earnings Per Share

Earnings

Per ShareThe Company presents both basic and diluted earnings per share (“EPS”).  Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS from continuing operations amount.  Shares whose issuance is contingent upon the satisfaction of certain conditions shall be considered outstanding and included in the computation of diluted EPS as follows (i) if all necessary conditions have been satisfied by the end of the period (the events have occurred), those shares shall be included as of the beginning of the period in which the conditions were satisfied (or as of the date of the grant, if later) or (ii) if all necessary conditions have not been satisfied by the end of the period, the number of contingently issuable shares included in diluted EPS shall be based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period (for example, the number of shares that would be issuable based on current period earnings or period-end market price) and if the result would be dilutive. Those contingently issuable shares shall be included in the denominator of diluted EPS as of the beginning of the period (or as of the date of the grant, if later).

 

Dividends And Distributions Payable

Dividends and

Distributions

PayableThe dividends and distributions payable at December 31, 2015 represents dividends payable to common shareholders (89,584,008 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (10,516,844 common units) for all such holders of record as of January 6, 2016 with respect to the fourth quarter 2015.  The fourth quarter 2015 common stock dividends and common unit distributions of $0.15 per common share and unit were approved by the Board of Directors on December 8, 2015 and paid on January 15, 2016.  

 

The dividends and distributions payable at December 31, 2014 represents dividends payable to common shareholders (88,866,652 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (11,083,876 common units) for all such holders of record as of January 6, 2015 with respect to the fourth quarter 2014.  The fourth quarter 2014 common stock dividends and common unit distributions of $0.15 per common share and unit were approved by the Board of Directors on December 9, 2014 and paid on January 14, 2015.  

 

The Company has determined that the $0.60 dividend per common share paid during the year ended December 31, 2015 represented approximately 90 percent ordinary income and approximately 10 percent capital gain to its stockholders; the $0.90 dividend per common share paid during the year ended December 31, 2014 represented approximately 77 percent ordinary income and approximately 23 percent return of capital; and the $1.50 dividend per common share paid during the year ended December 31, 2013 represented approximately 53 percent ordinary income, approximately 33 percent return of capital and approximately 14 percent capital gain to its stockholders.

 

Costs Incurred For Stock Issuances

Costs Incurred

For Stock

IssuancesCosts incurred in connection with the Company’s stock issuances are reflected as a reduction of additional paid‑in capital.

 

Stock Compensation

Stock

CompensationThe Company accounts for stock compensation in accordance with the provisions of ASC 718, Compensation-Stock Compensation.  These provisions require that the estimated fair value of restricted stock (“Restricted Stock Awards”), restricted stock units (“RSUs”), performance share units (“PSUs”), total stockholder return based performance shares (“TSR”) and stock options at the grant date be amortized ratably into expense over the appropriate vesting period.  The Company recorded stock compensation expense of $2,219,000, $8,139,000 and $2,387,000 for the years ended December 31, 2015,  2014 and 2013, respectively.  The amount for 2014 included $5,824,000 related to the departure of certain executive officers.  

 

Other Comprehensive Income

Other

Comprehensive

IncomeOther comprehensive income (loss), if any, includes items that are recorded in equity, such as unrealized holding gains or losses on marketable securities available for sale.  There was no difference in other comprehensive income to net income for the years ended December 31, 2015,  2014 and 2013, and no accumulated other comprehensive income as of December 31, 2015 and 2014.

Fair Value Hierarchy

Fair Value

HierarchyThe standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs).  The following summarizes the fair value hierarchy:

 

·

Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

·

Level 2: Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and

·

Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

 

Discontinued Operations

Discontinued

OperationsIn April 2014, the Financial Accounting Standards Board (“FASB”) issued guidance related to the reporting of discontinued operation and disclosures of disposals of components of an entity.  This guidance defines a discontinued operation as a component or group of components disposed or classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and final result; the guidance states that a strategic shift could include a disposal of a major geographical area of operations, a major line of business, a major equity method investment or other major parts of an entity.  The guidance also provides for additional disclosure requirements in connection with both discontinued operations and other dispositions not qualifying as discontinued operations.  The guidance is effective for all companies for annual and interim periods beginning on or after December 15, 2014.  The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date.  All entities could early adopt the guidance for new disposals (or new classifications as held for sale) that had not been reported in financial statements previously issued or available for issuance.    The Company elected to early adopt this standard effective with the interim period beginning January 1, 2014.  Prior to January 1, 2014, properties identified as held for sale and/or disposed of were presented in discontinued operations for all periods presented.  See Note 7: Discontinued Operations.

Impact Of Recently-Issued Accounting Standards

Impact Of

Recently-Issued

Accounting

StandardsIn May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.  ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2017, and early adoption is permitted for periods beginning after December 15, 2016.  The Company is currently in the process of evaluating the impact the adoption of ASU 2014-09 will have on the Company’s financial position or results of operations. 

 

In June 2014, the FASB issued ASU 2014-12 Compensation—Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). The amendments in ASU 2014-12 apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. That is, the employee would be eligible to vest in the award regardless of whether the employee is rendering service on the date the performance target is achieved. Current GAAP does not contain explicit guidance on how to account for those share-based payments. ASU 2014-12 is intended to resolve the accounting treatment of such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 with early adoption permitted.  The adoption of ASU 2014-12 is not expected to impact the Company’s consolidated financial statements. 

 

In August 2014, the FASB issued ASU 2014-15, which requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU 2014-15 is effective for the annual period ended December 31, 2016 and for annual periods and interim periods thereafter with early adoption permitted. The adoption of ASU 2014-15 is not expected to materially impact the Company’s consolidated financial statements.

 

In February 2015, the FASB issued ASU 2015-02, Consolidation–Amendments to the Consolidation Analysis (Topic 810) (“ASU 2015-02”).  ASU 2015-02 updates guidance related to accounting for consolidation of certain limited partnerships. ASU 2015-02 does not add or remove any of the five characteristics that determine if an entity is a VIE; however, it changes the manner in which a reporting entity assesses its ability to make decisions about the entity's activities. Additionally, ASU 2015-02 removes three of the six criteria that must be met for a fee arrangement to not be a VIE and modifies how an entity assesses interests held through related parties. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted.  The adoption of ASU 2015-02 is not expected to impact the Company’s consolidated financial statements.

 

In April 2015, the FASB issued ASU 2015-03, Interest–Imputation of Interest-Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) (“ASU 2015-03”).  ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts.  The recognition and measurement guidance for debt issuance costs are not affected by this update.  Debt issuance costs related to revolving lines of credit are not within the scope of this new guidance. Additionally, in August 2015 the FASB issued guidance expanding the April 2015 update (ASU 2015-15).  It states that, given the absence of authoritative guidance within the update, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset for revolving lines of credit and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line of credit.  This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted for financial statements that have not been previously issued.  Full retrospective application is required.  The adoption of ASU 2015-03 will result in debt issuance costs, currently included in Deferred charges, goodwill and other assets, being presented in the balance sheet as a direct deduction from the carrying value of the related debt liabilities.    

v3.3.1.900
Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2015
Significant Accounting Policies [Abstract]  
Estimated Useful Lives Of Assets

Leasehold interests

Remaining lease term

Buildings and improvements

5 to 40 years

Tenant improvements

The shorter of the term of the

 

related lease or useful life

Furniture, fixtures and equipment

5 to 10 years

 

v3.3.1.900
Recent Transactions (Tables)
 12 Months Ended
Dec. 31, 2015
Schedule Of Purchase Price Allocation

The purchase prices were allocated to the net assets acquired during the year ended December 31, 2015, as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

City

 

 

 

Parsippany

 

Edison

 

Square

 

Land

$

 5,590 

$

 5,542 

$

 4,380 

 

Buildings and improvements

 

 4,710 

 

 40,762 

 

 -

 

Furniture, fixtures and equipment

 

 -

 

 -

 

 -

 

Above market leases (1)

 

 

 

 2,097 

 

 -

 

In-place lease values (1)

 

 -

 

 4,699 

 

 -

 

 

 

 

 

 

 

 

 

Net cash paid at acquisition

$

 10,300 

$

 53,100 

$

 4,380 

 

 

(1)In-place lease values will be amortized over four years or less, and above market leases will be amortized over 10 years or less.

 

The purchase price was allocated to the net assets acquired, as follows during the year ended December 30, 2014 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Andover

 

 

 

Place

 

Land

$

 8,535 

 

Buildings and improvements

 

 27,609 

 

Furniture, fixtures and equipment

 

 459 

 

In-place lease values (1)

 

 1,118 

 

 

 

 37,721 

 

 

 

 

 

Less: Below market lease values (1)

 

 (25)

 

 

 

 

 

Net cash paid at acquisition

$

 37,696 

 

 

(1)In-place lease values and below market lease values will be amortized over one year or less.

Schedule Of Real Estate Properties Sold And Disposed

2015

The Company disposed of the following office properties during the year ended December 31, 2015 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rentable

 

 

Net

 

 

Net

 

 

 

 

Disposition

 

 

# of

Square

 

 

Sales

 

 

Book

 

 

Realized

 

Date

Property/Address

Location

Bldgs.

Feet

 

 

Proceeds

 

 

Value

 

 

Gain (loss)

 

01/15/15

1451 Metropolitan Ave

West Deptford, New Jersey

 1  21,600 

 

$

 1,072 

 

$

 929 

 

$

 143 

 

05/27/15

10 Independence Blvd

Warren, New Jersey

 1  120,528 

 

 

 18,351 

(a)    

 

 15,114 

 

 

 3,237 

 

06/11/15

4 Sylvan Way

Parsippany, New Jersey

 1  105,135 

 

 

 15,961 

(a)    

 

 9,522 

 

 

 6,439 

 

06/26/15

14 Sylvan Way

Parsippany, New Jersey

 1  203,506 

 

 

 79,977 

 

 

 55,253 

 

 

 24,724 

 

07/21/15

210 Clay Ave

Lyndhurst, New Jersey

 1  121,203 

 

 

 14,766 

(a)    

 

 5,202 

 

 

 9,564 

 

08/24/15

5 Becker Farm Rd

Roseland, New Jersey

1  118,343 

 

 

 18,129 

(a)    

 

 8,975 

 

 

 9,154 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

 

 6  690,315 

 

$

 148,256 

(f)

$

 94,995 

 

$

 53,261 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)     The Company transferred the deeds for these properties to the lender in satisfaction of its mortgage loan obligations totaling $59.7 million. The Company recorded an impairment charge of $25.2 million during the year ended December 31, 2013 as it estimated that the carrying value of the properties may not be recoverable over their anticipated holding periods.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

The Company sold the following office properties during the year ended December 31, 2014 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rentable

 

 

Net

 

 

Net

 

 

 

 

Sale

 

 

# of

Square

 

 

Sales

 

 

Book

 

 

Realized

 

Date

Property/Address

Location

Bldgs.

Feet

 

 

Proceeds

 

 

Value

 

 

Gain

 

04/23/14

22 Sylvan Way

Parsippany, New Jersey

 1  249,409 

 

$

 94,897 

 

$

 60,244 

 

$

 34,653 

 

06/23/14

30 Knightsbridge Road (a)

Piscataway, New Jersey

 4  680,350 

 

 

 54,641 

 

 

 52,361 

 

 

 2,280 

 

06/23/14

470 Chestnut Ridge Road (a) (b)

Woodcliff Lake, New Jersey

 1  52,500 

 

 

 7,195 

 

 

 7,109 

 

 

 86 

 

06/23/14

530 Chestnut Ridge Road (a) (b)

Woodcliff Lake, New Jersey

 1  57,204 

 

 

 6,299 

 

 

 6,235 

 

 

 64 

 

06/27/14

400 Rella Boulevard

Suffern, New York

 1  180,000 

 

 

 27,539 

 

 

 10,938 

 

 

 16,601 

 

06/30/14

412 Mount Kemble Avenue (a)

Morris Township, New Jersey

 1  475,100 

 

 

 44,751 

 

 

 43,851 

 

 

 900 

 

07/29/14

17-17 Route 208 North (a) (b)

Fair Lawn, New Jersey

 1  143,000 

 

 

 11,835 

 

 

 11,731 

 

 

 104 

 

08/20/14

555, 565, 570 Taxter Road (a)

Elmsford, New York

 3  416,108 

 

 

 41,057 

 

 

 41,057 

 

 

 -

 

08/20/14

200, 220 White Plains Road (a)

Tarrytown, New York

 2  178,000 

 

 

 12,619 

 

 

 12,619 

 

 

 -

 

08/20/14

1266 East Main Street (a) (b)

Stamford, Connecticut

 1  179,260 

 

 

 18,406 

 

 

 18,246 

 

 

 160 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

 16  2,610,931 

 

$

 319,239 

 

$

 264,391 

 

$

 54,848 

 

 

(a)The Company completed the sale of these properties for approximately $221 million, comprised of: $192.5 million in cash from a combination of affiliates of Keystone Property Group’s (“Keystone Entities”) senior and pari-passu equity and mortgage financing; Company subordinated equity interests in each of the properties sold with capital accounts aggregating $21.2 million; and Company pari-passu equity interests in five of the properties sold aggregating $7.3 million.  Net sale proceeds from the sale aggregated $196.8 million which was comprised of the $221 million gross sales price less the subordinated equity interests of $21.2 million and $3 million in closing costs.  The purchasers of these properties are unconsolidated joint ventures formed between the Company and the Keystone Entities.  The senior and pari-passu equity will receive a 15 percent internal rate of return (“IRR”) after which the subordinated equity will receive a 10 percent IRR and then all distributable cash flow will be split equally between the Keystone Entities and the Company.  See Note 4: Investments in Unconsolidated Joint Ventures.  In connection with certain of these partial sale transactions, because the buyer received a preferential return on certain of the ventures for which the Company received subordinated equity interests, the Company only recognized profit to the extent that they received net proceeds in excess of their entire carrying value of the properties, effectively reflecting their retained subordinated equity interest at zero.    

(b)The Company recorded an impairment charge of $20.8 million on these properties at December 31, 2013 as it estimated that the carrying value of the properties may not be recoverable over their anticipated holding periods.

 

Properties Sold Year To Date [Member]  
Summary Of Income (Loss) From Properties Disposed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

 2015 

 

 

 2014 

 

 

 2013 

Total revenues

 

$

 9,137 

 

$

 53,975 

 

$

 79,379 

Operating and other expenses

 

 

 (5,532)

 

 

 (24,311)

 

 

 (34,835)

Depreciation and amortization

 

 

 (11,700)

 

 

 (9,955)

 

 

 (20,927)

Interest expense

 

 

 (7,008)

 

 

 (10,369)

 

 

 (9,784)

 

 

 

 

 

 

 

 

 

 

Income (loss) from properties disposed of

 

$

 (15,103)

 

$

 9,340 

 

$

 13,833 

 

 

 

 

 

 

 

 

 

 

Impairments

 

 

 -

 

 

 -

 

 

 (79,378)

Realized gains on dispositions

 

 

 53,261 

 

 

 54,848 

 

 

 -

 

 

 

 

 

 

 

 

 

 

Total income (loss)  from properties disposed of

 

$

 38,158 

 

$

 64,188 

 

$

 (65,545)

 

v3.3.1.900
Investments In Unconsolidated Joint Ventures (Tables)
 12 Months Ended
Dec. 31, 2015
Investments In Unconsolidated Joint Ventures [Abstract]  
Summary Of Unconsolidated Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property Debt

 

 

Number of

Company's

 

 

Carrying Value

 

 

As of December 31, 2015

 

 

Apartment Units

Effective

 

 

December 31,

 

 

December 31,

 

 

 

Maturity

Interest

 

Entity / Property Name

or Square Feet (sf)

Ownership % (a)

 

 

 2015 

 

 

 2014 

 

 

Balance

Date

Rate

 

Multi-family

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marbella RoseGarden, L.L.C./ Marbella  (b)

 412 

units

 24.27 

%

 

$

 15,569 

 

$

 15,779 

 

$

 95,000 

05/01/18

 4.99 

%

 

RoseGarden Monaco Holdings, L.L.C./ Monaco   (b)

 523 

units

 15.00 

%

 

 

 937 

 

 

 2,161 

 

 

 165,000 

02/01/21

 4.19 

%

 

Rosewood Lafayette Holdings, L.L.C./ Highlands at Morristown Station (c)

 217 

units

 25.00 

%

 

 

 -

 

 

 62 

 

 

 -

 -

-

 

 

PruRose Port Imperial South 15, LLC /RiversEdge at Port Imperial (b)

 236 

units

 50.00 

%

 

 

 -

 

 

 -

 

 

 57,500 

09/01/20

 4.32 

%

 

Rosewood Morristown, L.L.C. / Metropolitan at 40 Park  (d) (e)

130 

units

 12.50 

%

 

 

 5,723 

 

 

 6,029 

 

 

 45,982 

(f)

(f)

 

 

Overlook Ridge JV 2C/3B, L.L.C./The Chase at Overlook Ridge  (b)

 371 

units

 50.00 

%

 

 

 2,039 

 

 

 2,524 

 

 

 52,662 

01/26/16

L+2.50

%

(g)

PruRose Riverwalk G, L.L.C./ RiverTrace at Port Imperial   (b)

 316 

units

 25.00 

%

 

 

 -

 

 

 955 

 

 

 79,393 

07/15/21

 6.00 

%

(h)

Elmajo Urban Renewal Associates, LLC / Lincoln Harbor (Bldg A&C)  (b)

 355 

units

 7.50 

%

 

 

 -

 

 

 -

 

 

 128,100 

03/01/30

 4.00 

%

(i)

Crystal House Apartments Investors LLC / Crystal House  (j)

 798 

units

 25.00 

%

 

 

 28,114 

 

 

 27,051 

 

 

 165,000 

04/01/20

 3.17 

%

 

Portside Master Company, L.L.C./ Portside at Pier One - Bldg 7  (b)

 176 

units

 38.25 

%

 

 

 -

 

 

 1,747 

 

 

 42,500 

12/04/17

L+2.50

%

(k)

PruRose Port Imperial South 13, LLC / RiverParc at Port Imperial  (b)

 280 

units

 20.00 

%

 

 

 -

 

 

 1,087 

 

 

 70,386 

06/27/16

L+2.15

%

(l)

Roseland/Port Imperial Partners, L.P./ Riverwalk C  (b) (m)

 363 

units

 20.00 

%

 

 

 1,678 

 

 

 1,800 

 

 

 -

-

-

 

 

RoseGarden Marbella South, L.L.C./ Marbella II 

311 

units

 24.27 

%

 

 

 16,728 

 

 

 11,282 

 

 

 68,046 

03/30/17

L+2.25

%

(n)

Estuary Urban Renewal Unit B, LLC / Lincoln Harbor (Bldg B)  (b)

 227 

units

 7.50 

%

 

 

 -

 

 

 -

 

 

 81,900 

03/01/30

 4.00 

%

(o)

Riverpark at Harrison I, L.L.C./ Riverpark at Harrison  (c)

 141 

units

 45.00 

%

 

 

 2,544 

 

 

 4,744 

 

 

 30,000 

08/01/25

 3.70 

%

(p)

Capitol Place Mezz LLC / Station Townhouses

 378 

units

 50.00 

%

 

 

 46,267 

 

 

 49,327 

 

 

 100,700 

07/01/33

 4.82 

%

(q)

Harborside Unit A Urban Renewal, L.L.C. / URL Harborside

 763 

units

 85.00 

%

 

 

 96,799 

 

 

 34,954 

 

 

 63,871 

08/01/29

 5.197 

%

(r)

RoseGarden Monaco, L.L.C./ San Remo Land

 250 

potential units

 41.67 

%

 

 

 1,339 

 

 

 1,283 

 

 

 -

-

-

 

 

Grand Jersey Waterfront URA, L.L.C./ Liberty Landing

 850 

potential units

 50.00 

%

 

 

 337 

 

 

 337 

 

 

 -

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Red Bank Corporate Plaza, L.L.C./ Red Bank

 92,878 

sf

 50.00 

%

 

 

 4,140 

 

 

 3,963 

 

 

 15,124 

05/17/16

L+3.00

%

(s)

12 Vreeland Associates, L.L.C./ 12 Vreeland Road

 139,750 

sf

 50.00 

%

 

 

 5,890 

 

 

 5,620 

 

 

 12,543 

07/01/23

 2.87 

%

 

BNES Associates III / Offices at Crystal Lake

 106,345 

sf

 31.25 

%

 

 

 2,295 

 

 

 1,993 

 

 

 6,133 

11/01/23

 4.76 

%

 

Hillsborough 206 Holdings, L.L.C./ Hillsborough 206

 160,000 

sf

 50.00 

%

 

 

 1,962 

 

 

 1,962 

 

 

 -

-

-

 

 

KPG-P 100 IMW JV, LLC / 100 Independence Mall West

 339,615 

sf

 33.33 

%

 

 

 -

 

 

 -

 

 

 61,500 

09/09/16

L+7.00

%

(t)

Keystone-Penn (c)

 1,842,820 

sf

(u)

 

 

 

 -

 

 

 -

 

 

 227,111 

(v)

(v)

 

 

Keystone-TriState

 1,266,384 

sf

(w)

 

 

 

 3,958 

 

 

 6,140 

 

 

 208,476 

(x)

(x)

 

 

KPG-MCG Curtis JV, L.L.C./ Curtis Center  (y)

 885,000 

sf

 50.00 

%

 

 

 59,858 

 

 

 59,911 

 

 

(z)

(z)

(z)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plaza VIII & IX Associates, L.L.C./ Vacant land (parking operations)

 1,225,000 

sf

 50.00 

%

 

 

 4,055 

 

 

 4,022 

 

 

 -

-

-

 

 

Roseland/North Retail, L.L.C./ Riverwalk at Port Imperial  (b)

 30,745 

sf

 20.00 

%

 

 

 1,758 

 

 

 1,828 

 

 

 -

-

-

 

 

South Pier at Harborside / Hyatt Regency Jersey City on the Hudson

350 

rooms

 50.00 

%

 

 

(aa)

 

 

(aa)

 

 

 63,741 

(ab)

(ab)

 

 

Stamford SM LLC / Senior Mezzanine Loan  (ac)

n/a

n/a

 80.00 

%

 

 

 -

 

 

 -

 

 

 -

-

-

 

 

Other (ad)

 

 

 

 

 

 

 1,467 

 

 

 907 

 

 

 -

-

-

 

 

Totals:

 

 

 

 

 

$

 303,457 

 

$

 247,468 

 

$

 1,840,668 

 

 

 

 

 

 

 

 

 

 

(a)      

Company's effective ownership % represents the Company's entitlement to residual distributions after payments of priority returns, where applicable.

(b)      

The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the Company is not expected to meaningfully participate in the venture's cash flows in the near term.

(c)      

See discussion in Recent Transactions following in this footnote.

(d)      

Through the joint venture, the Company also owns a 12.5 percent interest in a 50,973 square feet retail building ("Shops at 40 Park") and a 25 percent interest in a to-be-built 59-unit, five story multi-family rental development property ("Lofts at 40 Park"). 

(e)      

The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the payment of the outstanding balance remaining on a note ($975 as of December 31, 2015), and is not expected to meaningfully participate in the venture's cash flows in the near term.

(f)      

Property debt balance consists of: (i) a loan, collateralized by the Metropolitan at 40 Park, with a balance of $38,410, bears interest at 3.25 percent, matures in September 2020; (ii) an amortizable loan, collateralized by the Shops at 40 Park, with a balance of $6,455, bears interest at 3.63 percent, matures in August 2018; and (iii) a loan, collateralized by the Lofts at 40 Park, with a balance of $1,117, bears interest at LIBOR plus 250 basis points and matures in September 2016.  The Shops at 40 Park mortgage loan also provides for additional borrowing proceeds of $1 million based on certain preferred thresholds being achieved.

(g)      

The construction loan has a maximum borrowing amount of $55,500 and provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points each.  The joint venture has a swap agreement that fixes the all-in rate to 3.0875 percent per annum on an initial notional amount of $1,840, increasing to $52,000, for the period from September 3, 2013 to November 2, 2015.

(h)       

The permanent loan has a maximum borrowing amount of $80,249.

(i)       

The construction loan with a maximum borrowing amount of $91,000 converted to a permanent loan on February 27, 2015.  

(j)      

The Company also owns a 50 percent interest in a vacant land to accommodate the development of approximately 295 additional units of which 252 are currently approved.

(k)       

The construction loan has a maximum borrowing amount of $42,500 and provides, subject to certain conditions, two two-year extension options with a fee of 12.5 basis points for the first two-year extension and 25 basis points for the second two-year extension.

(l)     

The construction loan has a maximum borrowing amount of $73,350 and provides, subject to certain conditions, one-year extension option followed by a six-month extension option with a fee of 25 basis points each. The joint venture has a swap agreement that fixes the all-in rate to 2.79 percent per annum on an initial notional amount of $1,620, increasing to $69,500 for the period from July 1, 2013 to January 1, 2016.

(m)      

The Company also owns a 20 percent residual interest in undeveloped land parcels: parcels 6, I, and J ("Port Imperial North Land") that can accommodate the development of 836 apartment units.

(n)      

The construction loan has a maximum borrowing amount of $77,400 and provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points for each year.

(o)      

The construction loan with a maximum borrowing amount of $57,000 converted to a permanent loan on February 27, 2015.

(p)      

The construction loan with a maximum borrowing amount of $23,400 converted to a permanent loan on July 14, 2015.  See discussion in Recent Transactions following in this footnote.

(q)       

The construction/permanent loan has a maximum borrowing amount of $100,700 with amortization starting in August 2017.

(r)    

The construction/permanent loan has a maximum borrowing amount of $192,000.

(s)      

The joint venture has a swap agreement that fixes the all-in rate to 3.99375 percent per annum on an initial notional amount of $13,650 and then adjusting in accordance with an amortization schedule, which is effective from October 17, 2011 through loan maturity.

(t)       

The mortgage loan has two one-year extension options, subject to certain conditions.

(u)      

The Company’s equity interests in the joint ventures will be subordinated to Keystone Entities receiving a 15 percent internal rate of return (“IRR”) after which the Company will receive a 10 percent IRR on its subordinate equity and then all profit will be split equally.  See discussion in Recent Transactions following in this footnote.

(v)      

Principal balance of $127,600 bears interest at 5.114 percent and matures on August 27, 2023; principal balance of $45,500 bears interest at 5.01 percent and matures on September 6, 2025; principal balance of $32,336 bears interest at rates ranging from LIBOR+5.0 percent to LIBOR+5.75 percent and matures on August 27, 2016; principal balance of $11,250 bears interest at LIBOR+5.5 percent and matures on January 9, 2019; principal balance of $10,425 bears interest at LIBOR+6.0 percent matures on August 31, 2016.

(w)     

Includes the Company’s pari-passu interests of $4.0 million in five properties and Company’s subordinated equity interests to Keystone Entities receiving a 15 percent internal rate of return (“IRR”) after which the Company will receive a 10 percent IRR on its subordinate equity and then all profit will be split equally.

(x)      

Principal balance of $42,107 bears interest at 4.95 percent and matures on July 1, 2017; principal balance of $73,670 bears interest at rates ranging from 5.65 percent to 6.75 percent and matures on September 9, 2017; principal balance of $14,250 bears interest at 4.88 percent and matures on July 6, 2024; principal balance of $63,400 bears interest at 4.93 percent and matures on July 6, 2044; principal balance of $15,050 bears interest at 4.71 percent and matures on August 6, 2044.

(y)

Includes undivided interests in the same manner as investments in noncontrolling partnership, pursuant to ASC 970-323-25-12. 

(z)

See Note 10: Mortgages, Loans Payable and Other Obligations for debt secured by interests in these assets.

(aa)

The negative carrying value for this venture of $3,317 and $1,854 as of December 31, 2015 and 2014, respectively, were included in accounts payable, accrued expenses and other liabilities.

(ab)      

Balance includes: (i) mortgage loan, collateralized by the hotel property, with a balance of $60,147, bears interest at 6.15 percent and matures in November 2016, and (ii) loan with a balance of $3,594, bears interest at fixed rates ranging from 6.09 percent to 6.62 percent and matures in August 1, 2020.  The Company posted a $3.6 million letter of credit in support of this loan, half of which is indemnified by the partner.

(ac)      

The joint venture collected net proceeds of $47.2 million at maturity, of which the Company received its share of $37.8 million on August 6, 2014.

(ad)

The Company owns other interests in various unconsolidated joint ventures, including interests in assets previously owned and interest in ventures whose businesses are related to its core operations. These ventures are not expected to significantly impact the Company's operations in the near term. 

 

Summary Of Company's Equity In Earnings (Loss) Of Unconsolidated Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Year Ended December 31,

Entity / Property Name

 

 2015 

 

 

 2014 

 

 

 2013 

Multi-family

 

 

 

 

 

 

 

 

Marbella RoseGarden, L.L.C./ Marbella 

$

 231 

 

$

 (19)

 

$

 (540)

RoseGarden Monaco Holdings, L.L.C./ Monaco

 

 (1,224)

 

 

 (1,040)

 

 

 (1,560)

Rosewood Lafayette Holdings, L.L.C./ Highlands at Morristown Station

 

 (62)

 

 

 (853)

 

 

 (1,131)

PruRose Port Imperial South 15, LLC /RiversEdge at Port Imperial

 

 -

 

 

 -

 

 

 (606)

Rosewood Morristown, L.L.C. / Metropolitan at 40 Park

 

 (364)

 

 

 (345)

 

 

 (509)

Overlook Ridge JV 2C/3B, L.L.C./The Chase at Overlook Ridge

 

 (371)

 

 

 (384)

 

 

 293 

PruRose Riverwalk G, L.L.C./ RiverTrace at Port Imperial 

 

 (955)

 

 

 (2,139)

 

 

 (985)

Elmajo Urban Renewal Associates, LLC / Lincoln Harbor (Bldg A&C)

 

 -

 

 

 (203)

 

 

 (345)

Crystal House Apartments Investors LLC / Crystal House

 

 (123)

 

 

 (139)

 

 

 (2,639)

Portside Master Company, L.L.C./ Portside at Pier One - Bldg 7

 

 (1,736)

 

 

 (1,163)

 

 

 (421)

PruRose Port Imperial South 13, LLC / RiverParc at Port Imperial 

 

 (988)

 

 

 (863)

 

 

 (664)

Roseland/Port Imperial Partners, L.P./ Riverwalk C

 

 (474)

 

 

 (646)

 

 

 (740)

RoseGarden Marbella South, L.L.C./ Marbella II

 

 -

 

 

 -

 

 

 (57)

Estuary Urban Renewal Unit B, LLC / Lincoln Harbor (Bldg B)

 

 1 

 

 

 (15)

 

 

 (157)

Riverpark at Harrison I, L.L.C./ Riverpark at Harrison 

 

 (363)

 

 

 (150)

 

 

 -

Capitol Place Mezz LLC / Station Townhouses

 

 (3,687)

 

 

 (75)

 

 

 -

Harborside Unit A Urban Renewal, L.L.C. / URL Harborside

 

 -

 

 

 (218)

 

 

 -

RoseGarden Monaco, L.L.C./ San Remo Land

 

 -

 

 

 -

 

 

 -

Grand Jersey Waterfront URA, L.L.C./ Liberty Landing

 

 (32)

 

 

 (54)

 

 

 (77)

Office

 

 

 

 

 

 

 

 

Red Bank Corporate Plaza, L.L.C./ Red Bank

 

 392 

 

 

 380 

 

 

 372 

12 Vreeland Associates, L.L.C./ 12 Vreeland Road

 

 270 

 

 

 106 

 

 

 74 

BNES Associates III / Offices at Crystal Lake

 

 115 

 

 

 240 

 

 

 (14)

Hillsborough 206 Holdings, L.L.C./ Hillsborough 206

 

 (5)

 

 

 (10)

 

 

 (35)

KPG-P 100 IMW JV, LLC / 100 Independence Mall West

 

 (800)

 

 

 (1,887)

 

 

 (913)

Keystone-Penn

 

 3,812 

 

 

 -

 

 

 -

Keystone-TriState

 

 (2,182)

 

 

 (318)

 

 

 -

KPG-MCG Curtis JV, L.L.C./ Curtis Center

 

 475 

 

 

 624 

 

 

 -

Other

 

 

 

 

 

 

 

 

Plaza VIII & IX Associates, L.L.C./ Vacant land (parking operations)

 

 344 

 

 

 320 

 

 

 99 

Roseland/North Retail, L.L.C./ Riverwalk at Port Imperial

 

 (70)

 

 

 (102)

 

 

 (230)

South Pier at Harborside / Hyatt Regency Jersey City on the Hudson

 

 3,036 

 

 

 2,602 

 

 

 2,519 

Stamford SM LLC / Senior Mezzanine Loan

 

 -

 

 

 2,337 

 

 

 3,719 

Other

 

 1,588 

 

 

 1,591 

 

 

 2,220 

Company's equity in earnings (loss) of unconsolidated joint ventures

$

 (3,172)

 

$

 (2,423)

 

$

 (2,327)

 

Summary Of Financial Position Of Unconsolidated Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

 2015 

 

 

 2014 

Assets:

 

 

 

 

 

 

  Rental property, net

 

$

 1,781,621 

 

$

 1,534,812 

  Other assets

 

 

 307,000 

 

 

 398,222 

  Total assets

 

$

 2,088,621 

 

$

 1,933,034 

Liabilities and partners'/

 

 

 

 

 

 

members' capital:

 

 

 

 

 

 

  Mortgages and loans payable

 

$

 1,298,293 

 

$

 1,060,020 

  Other liabilities

 

 

 215,951 

 

 

 211,340 

  Partners'/members' capital

 

 

 574,377 

 

 

 661,674 

  Total liabilities and

 

 

 

 

 

 

  partners'/members' capital

 

$

 2,088,621 

 

$

 1,933,034 

 

Summary Of Results Of Operations Of Unconsolidated Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 2015 

 

 

 2014 

 

 

 2013 

Total revenues

$

 318,980 

 

$

 305,034 

 

$

 255,510 

Operating and other expenses

 

 (220,982)

 

 

 (233,320)

 

 

 (217,739)

Depreciation and amortization

 

 (71,711)

 

 

 (42,985)

 

 

 (32,889)

Interest expense

 

 (52,972)

 

 

 (32,862)

 

 

 (16,709)

Net loss

$

 (26,685)

 

$

 (4,133)

 

$

 (11,827)

 

v3.3.1.900
Deferred Charges, Goodwill And Other Assets, Net (Tables)
 12 Months Ended
Dec. 31, 2015
Deferred Charges, Goodwill And Other Assets [Line Items]  
Schedule Of Deferred Charges, Goodwill And Other Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        December 31,

(dollars in thousands)

 

 2015 

 

 

 2014 

Deferred leasing costs

$

 239,690 

 

$

 239,138 

Deferred financing costs

 

 23,723 

 

 

 24,042 

 

 

 263,413 

 

 

 263,180 

Accumulated amortization

 

 (126,816)

 

 

 (122,358)

Deferred charges, net

 

 136,597 

 

 

 140,822 

Notes receivable (1)

 

 13,496 

 

 

 21,491 

In-place lease values, related intangibles and other assets, net (2)(3)

 

 10,931 

 

 

 6,565 

Goodwill

 

 2,945 

 

 

 2,945 

Prepaid expenses and other assets, net (4)

 

 49,408 

 

 

 32,827 

 

 

 

 

 

 

Total deferred charges, goodwill and other assets, net

$

 213,377 

 

$

 204,650 

 

(1)Includes as of December 31, 2015: a mortgage receivable for $10.4 million which bears interest at LIBOR plus six percent and matures in August 2016; and an interest-free note receivable with a net present value of $3.1 million and matures in April 2023.  The Company believes these balances are fully collectible.

(2)In accordance with ASC 805, Business Combinations, the Company recognizes rental revenue of acquired above and below market lease intangibles over the terms of the respective leases.  The impact of amortizating the acquired above and below-market lease intangibles increased revenue by approximately $0.2 million, $0.7 million and $1.5 million for the years ended December 31, 2015,  2014 and 2013, respectively.  The following table summarizes, as of December 31, 2015, the scheduled amortization of the Company’s acquired above and below-market lease intangibles for each of the five succeeding years (dollars in thousands). 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired Above-

 

 

Acquired Below-

 

 

 

 

 

Market Lease

 

 

Market Lease

 

 

Total

Year

 

Intangibles

 

 

Intangibles

 

 

Amortization

2016

$

 (776)

 

$

 345 

 

$

 (431)

2017

 

 (708)

 

 

 339 

 

 

 (369)

2018

 

 (645)

 

 

 289 

 

 

 (356)

2019

 

 (529)

 

 

 156 

 

 

 (373)

2020

 

 (341)

 

 

 21 

 

 

 (320)

 

(3)In accordance with ASC 805, Business Combinations, the value of acquired in-place lease intangibles are amortized to expense over the remaining initial terms of the respective leases.  The impact of the amortization of acquired in-place lease values is included in depreciation and amortization expense and amounted to approximately $1.4 million, $6.9 million and $10.7 million for the years ended December 31, 2015,  2014 and 2013, respectively.  The following table summarizes, as of December 31, 2014, the scheduled amortization of the Company’s acquired in-place lease values for each of the five succeeding years (dollars in thousands). 

 

 

 

 

 

 

 

 

Year

 

 

 

2016

 

$

 2,399 

2017

 

 

 2,093 

2018

 

 

 1,175 

2019

 

 

 979 

2020

 

 

 -

 

 

(4)Includes as of December 31, 2015, deposits of $15.1 million for acquisitions and developments.

 

DERIVATIVE FINANCIAL INSTRUMENTS

The Company does not have any derivative instruments designated as cash flow hedges.  The following table summarizes the notional and fair value of the Company’s derivative financial instruments, designated as fair value hedges, as of December 31, 2015 and 2014 (dollars in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Fair Value

 

 

Notional

 

 

Strike

 

 

Effective

 

Expiration

 

 

December 31,

 

 

Value

(a)

 

Rate

 

 

Date

 

Date

 

 

 2015 

 

 

 2014 

LIBOR Cap

$

 51,000 

 

 

 1.5 

%

 

September 2014

 

October 2015

 

$

 -

 

$

 1 

LIBOR Cap

 

 24,000 

 

 

 1.5 

%

 

September 2014

 

October 2015

 

 

 -

 

 

 1 

LIBOR Cap

 

 51,000 

 

 

 1.75 

%

 

October 2015

 

October 2016

 

 

 1 

 

 

 64 

LIBOR Cap

 

 24,000 

 

 

 1.75 

%

 

October 2015

 

October 2016

 

 

 1 

 

 

 29 

 

 

 

 

 

 

 

 

 

 

 

 

$

 2 

 

$

 95 

 

(a)

The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks.

 

The Company includes these derivative financial instruments, which were recorded in the year ended December 31, 2014, in deferred charges, goodwill and other assets, net.  As changes in the fair value of these derivative financial instruments are recorded in earnings, the Company recorded a loss on the change in fair value of $93,000 and $79,000 during the years ended December 31, 2015 and 2014, respectively, which is included in interest and other investment income in the consolidated statements of operations.

 

Summary Of Notional And Fair Value Of Derivative Financial Instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Fair Value

 

 

Notional

 

 

Strike

 

 

Effective

 

Expiration

 

 

December 31,

 

 

Value

(a)

 

Rate

 

 

Date

 

Date

 

 

 2015 

 

 

 2014 

LIBOR Cap

$

 51,000 

 

 

 1.5 

%

 

September 2014

 

October 2015

 

$

 -

 

$

 1 

LIBOR Cap

 

 24,000 

 

 

 1.5 

%

 

September 2014

 

October 2015

 

 

 -

 

 

 1 

LIBOR Cap

 

 51,000 

 

 

 1.75 

%

 

October 2015

 

October 2016

 

 

 1 

 

 

 64 

LIBOR Cap

 

 24,000 

 

 

 1.75 

%

 

October 2015

 

October 2016

 

 

 1 

 

 

 29 

 

 

 

 

 

 

 

 

 

 

 

 

$

 2 

 

$

 95 

 

(a)

The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks.
Acquired Above And Below Market Lease Intangibles [Member]  
Deferred Charges, Goodwill And Other Assets [Line Items]  
Summary Of Scheduled Amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired Above-

 

 

Acquired Below-

 

 

 

 

 

Market Lease

 

 

Market Lease

 

 

Total

Year

 

Intangibles

 

 

Intangibles

 

 

Amortization

2016

$

 (776)

 

$

 345 

 

$

 (431)

2017

 

 (708)

 

 

 339 

 

 

 (369)

2018

 

 (645)

 

 

 289 

 

 

 (356)

2019

 

 (529)

 

 

 156 

 

 

 (373)

2020

 

 (341)

 

 

 21 

 

 

 (320)

 

In-Place Leases [Member]  
Deferred Charges, Goodwill And Other Assets [Line Items]  
Summary Of Scheduled Amortization

 

 

 

 

 

 

 

 

Year

 

 

 

2016

 

$

 2,399 

2017

 

 

 2,093 

2018

 

 

 1,175 

2019

 

 

 979 

2020

 

 

 -

 

v3.3.1.900
Restricted Cash (Tables)
 12 Months Ended
Dec. 31, 2015
Restricted Cash [Abstract]  
Schedule Of Restricted Cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 2015 

 

 

 2014 

Security deposits

$

 7,785 

 

$

 7,795 

Escrow and other reserve funds

 

 27,558 

 

 

 26,450 

 

 

 

 

 

 

Total restricted cash

$

 35,343 

 

$

 34,245 

 

v3.3.1.900
Discontinued Operations (Tables)
 12 Months Ended
Dec. 31, 2015
Discontinued Operations [Abstract]  
Summary Of Income From Discontinued Operations, Includes Realized Gains (Losses) And Unrealized Losses

 

 

 

 

 

 

Total revenues

$

 33,601 

Operating and other expenses

 

 (13,454)

Depreciation and amortization

 

 (8,218)

Interest expense

 

 (118)

 

 

 

Income from discontinued operations

 

 11,811 

 

 

 

Loss from early extinguishment of debt

 

 (703)

Impairments (1)

 

 (23,851)

 

 

 

Realized gains on disposition of rental property

 

 83,371 

Realized gains (losses) and unrealized losses on

 

 

  disposition of rental property and impairments, net

 59,520 

 

 

 

Total discontinued operations, net

$

 70,628 

 

(1)Represents impairment charges recorded on certain properties prior to their sale.  

v3.3.1.900
Senior Unsecured Notes (Tables)
 12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Summary Of Senior Unsecured Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

Effective

 

 

 

 

 2015 

 

 

 2014 

 

Rate (1)

 

5.800% Senior Unsecured Notes, due January 15, 2016 (2)

 

$

 200,010 

 

$

 200,086 

 

 5.806 

%

2.500% Senior Unsecured Notes, due  December 15, 2017

 

 

 249,446 

 

 

 249,150 

 

 2.803 

%

7.750% Senior Unsecured Notes, due August 15, 2019

 

 

 249,227 

 

 

 249,013 

 

 8.017 

%

4.500% Senior Unsecured Notes, due April 18, 2022

 

 

 299,624 

 

 

 299,565 

 

 4.612 

%

3.150% Senior Unsecured Notes, due May 15, 2023

 

 

 270,537 

 

 

 269,930 

 

 3.517 

%

 

 

 

 

 

 

 

 

 

 

Total senior unsecured notes

 

$

 1,268,844 

 

$

 1,267,744 

 

 

 

 

(1)Includes the cost of terminated treasury lock agreements (if any), offering and other transaction costs and the discount/premium on the notes, as applicable.

(2)On January 15, 2016, the Company repaid these notes at their maturity using proceeds from a new unsecured term loan and borrowings under the Company’s unsecured revolving credit facility.  

 

v3.3.1.900
Unsecured Revolving Credit Facility (Tables)
 12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Change In The Operating Partnership's Unsecured Debt Ratings

 

 

 

 

 

 

 

 

 

 

Operating Partnership's

 

Interest Rate -

 

 

Unsecured Debt Ratings:

 

Applicable Basis Points

 

Facility Fee

Higher of S&P or Moody's

 

Above LIBOR

 

Basis Points

No ratings or less than BBB-/Baa3

 

 170.0 

 

 35.0 

BBB- or Baa3 (current)

 

 130.0 

 

 30.0 

BBB or Baa2

 

 110.0 

 

 20.0 

BBB+ or Baa1

 

 100.0 

 

 15.0 

A- or A3 or higher

 

 92.5 

 

 12.5 

 

v3.3.1.900
Mortgages, Loans Payable And Other Obligations (Tables)
 12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Summary Of Mortgages, Loans Payable And Other Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective

 

 

 

December 31,

 

 

 

Property/Project Name

Lender

 

Rate (a)

 

 

 

 2015 

 

 

 2014 

 

Maturity

 

Overlook - Site IIID,IIIC, IIIA &

 

 

 

 

 

 

 

 

 

 

 

 

 

Overlook - Site IIB (b)

Wells Fargo Bank N.A.

 

-

 

 

 

 -

 

$

 23,047 

 

-

 

10 Independence, 4 Sylvan, 210 Clay &

 

 

 

 

 

 

 

 

 

 

 

 

 

5 Becker (c)

Wells Fargo CMBS

 

-

 

 

 

 -

 

 

 58,696 

 

-

 

6 Becker, 85 Livingston,

 

 

 

 

 

 

 

 

 

 

 

 

 

75 Livingston & 20 Waterview

Wells Fargo CMBS

 

 10.260 

%

 

$

 63,279 

 

 

 65,035 

 

08/11/14

(d)

9200 Edmonston Road

Principal Commercial Funding L.L.C.

 

 9.780 

%

 

 

 3,793 

 

 

 3,951 

 

05/01/15

(e)

Port Imperial South

Wells Fargo Bank N.A.

LIBOR+1.75

%

 

 

 34,962 

 

 

 44,119 

 

01/17/16

(f)

4 Becker

Wells Fargo CMBS

 

 9.550 

%

 

 

 40,083 

 

 

 39,421 

 

05/11/16

 

Curtis Center (g)

CCRE & PREFG

LIBOR+5.912

%

(h)

 

 64,000 

 

 

 64,000 

 

10/09/16

 

Various (i)   

Prudential Insurance

 

 6.332 

%

 

 

 143,513 

 

 

 145,557 

 

01/15/17

 

150 Main St.

Webster Bank

LIBOR+2.35

%

 

 

 10,937 

 

 

 1,193 

(j)

03/30/17

 

23 Main Street

JPMorgan CMBS

 

 5.587 

%

 

 

 28,541 

 

 

 29,210 

 

09/01/18

 

Harborside Plaza 5

The Northwestern Mutual Life

 

 6.842 

%

 

 

 217,736 

 

 

 221,563 

 

11/01/18

 

 

Insurance Co. & New York Life

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Co.

 

 

 

 

 

 

 

 

 

 

 

 

100 Walnut Avenue

Guardian Life Insurance Co.

 

 7.311 

%

 

 

 18,273 

 

 

 18,542 

 

02/01/19

 

One River Center (k)

Guardian Life Insurance Co.

 

 7.311 

%

 

 

 41,859 

 

 

 42,476 

 

02/01/19

 

Park Square

Wells Fargo Bank N.A.

LIBOR+1.872

%

(l)

 

 27,500 

 

 

 27,500 

 

04/10/19

 

Port Imperial South 4/5 Retail

American General Life & A/G PC

 

 4.559 

%

 

 

 4,000 

 

 

 4,000 

 

12/01/21

 

Port Imperial South 4/5 Garage

American General Life & A/G PC

 

 4.853 

%

 

 

 32,600 

 

 

 32,600 

 

12/01/29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total mortgages, loans payable and other obligations

 

 

 

 

$

 731,076 

 

$

 820,910 

 

 

 

 

 

 

 

 

 

(a)

Reflects effective rate of debt, including deferred financing costs, comprised of the cost of terminated treasury lock agreements (if any), debt initiation costs, mark-to-market adjustment of acquired debt and other transaction costs, as applicable.

(b)

On March 27, 2015, the Company repaid these loans, which had interest rates ranging from LIBOR plus 2.50 to 3.50 percent, at par, using borrowings on the Company's unsecured revolving credit facility.

(c)

During the year ended December 31, 2015, the Company transferred the deeds for these properties to the lender in satisfaction of its obligations on the loans with interest rates ranging from 10.260% to 19.450%.  See Note 3: Recent Transactions - Dispositions.

(d)

Mortgage is cross collateralized by the four properties.  The loan was not repaid at maturity and the Company is in discussions with the lender regarding potential options in satisfaction of the obligation. 

(e)

Excess cash flow, as defined, is being held by the lender for re-leasing costs.  The deed for the property was placed in escrow and is available to the lender in the event of default or non-payment at maturity.  The mortgage loan was not repaid at maturity on May 1, 2015.  The Company is in discussions with the lender regarding a further extension of the loan. 

(f)

The loan was repaid in full at maturity, using borrowings from the Company's revolving credit facility.

(g)

The Company owns a 50 percent tenants-in-common interest in the Curtis Center property.  The Company’s $64.0 million loan consists of its 50 percent interest in a $102 million senior loan with a current rate of 3.491 percent at December 31, 2015 and its 50 percent interest in a $26 million mezzanine loan (with a maximum borrowing capacity of $48 million) with a current rate of 9.831 percent at December 31, 2015.  The senior loan rate is based on a floating rate of one-month LIBOR plus 329 basis points and the mezzanine loan rate is based on a floating rate of one-month LIBOR plus 950 basis points.  The Company has entered into LIBOR caps for the periods of the loans.  The loans provide for three one-year extension options.

(h)

The effective interest rate includes amortization of deferred financing costs of 1.362 percent.

(i)

Mortgage is cross collateralized by seven properties. The Company has agreed, subject to certain conditions, to guarantee repayment of $61.1 million of the loan. 

(j)

This construction loan has a maximum borrowing capacity of $28.8 million. 

(k)

Mortgage is collateralized by the three properties comprising One River Center. 

(l)

The effective interest rate includes amortization of deferred financing costs of 0.122 percent.

 

Schedule Of Principal Payments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scheduled

 

 

Principal

 

 

 

Period

 

Amortization

 

 

Maturities

 

 

Total

2016

$

 8,125 

 

$

 406,465 

 

$

 414,590 

2017

 

 7,275 

 

 

 557,088 

 

 

 564,363 

2018

 

 7,311 

 

 

 231,536 

 

 

 238,847 

2019

 

 723 

 

 

 331,567 

 

 

 332,290 

2020

 

 569 

 

 

 -

 

 

 569 

Thereafter

 

 5,759 

 

 

 605,206 

 

 

 610,965 

Sub-total

 

 29,762 

 

 

 2,131,862 

 

 

 2,161,624 

Adjustment for unamortized debt

 

 

 

 

 

 

 

 

 discount/premium, net, as of

 

 

 

 

 

 

 

 

December 31, 2015

 

 (6,704)

 

 

 -

 

 

 (6,704)

 

 

 

 

 

 

 

 

 

Totals/Weighted Average

$

 23,058 

 

$

 2,131,862 

 

$

 2,154,920 

 

v3.3.1.900
Disclosure Of Fair Value Of Assets And Liabilities (Tables)
 12 Months Ended
Dec. 31, 2015
Disclosure Of Fair Value Of Assets And Liabilities [Abstract]  
Schedule Of Valuation Techniques And Significant Unobservable Inputs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at

 

Primary

 

 

 

 

 

 

 

 

 

December 31,

 

Valuation

 

Unobservable

 

Location

 

Range of

Description

 

 

2015

 

Techniques

 

Inputs

 

Type

 

Rates

Properties held and used on which the Company recognized impairment losses

 

$

 404,863,000 

 

Discounted cash flows

 

Discount rate

 

Suburban

 

8%  - 15%

 

 

 

 

 

 

 

 

 

Central Business District

 

6% - 9.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exit Capitalization rate

 

Suburban

 

7.5% - 9%

 

 

 

 

 

 

 

 

 

Central Business District

 

5%  - 5.75%

 

 

 

 

 

 

 

 

 

 

 

 

 

v3.3.1.900
Commitments And Contingencies (Tables)
 12 Months Ended
Dec. 31, 2015
Commitments And Contingencies [Abstract]  
Future Minimum Rental Payments Of Ground Leases

 

 

 

 

 

 

Year

 

Amount

2016

$

 387 

2017

 

 267 

2018

 

 232 

2019

 

 235 

2020

 

 235 

2021 through 2084

 

 15,348 

 

 

 

Total

$

 16,704 

 

v3.3.1.900
Tenant Leases (Tables)
 12 Months Ended
Dec. 31, 2015
Tenant Leases [Abstract]  
Future Minimum Rentals To Be Received Under Non-Cancelable Operating Leases

 

 

 

 

 

 

Year

 

Amount

2016

$

 463,029 

2017

 

 423,654 

2018

 

 342,756 

2019

 

 280,123 

2020

 

 239,079 

2021 and thereafter

 

 902,403 

 

 

 

Total

$

 2,651,044 

 

v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Tables)
 12 Months Ended
Dec. 31, 2015
Mack-Cali Realty Corporation Stockholders' Equity [Abstract]  
Schedule Of Stock Option Plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Aggregate

 

 

 

 

Average

 

 

Intrinsic

 

Shares

 

 

Exercise

 

 

Value

 

Under Options

 

 

Price

 

 

$(000’s)

Outstanding at January 1, 2013

 183,870 

 

$

 29.51 

 

 

 -

Lapsed or Cancelled

 (168,870)

 

 

 28.53 

 

 

 

Outstanding at December 31, 2013  ($35.59 – $45.47)

 15,000 

 

$

 40.54 

 

 

 -

Granted

 5,000 

 

 

 21.25 

 

 

 

Lapsed or Cancelled

 (10,000)

 

 

 38.07 

 

 

 

Outstanding at December 31, 2014 ($21.25 - $45.47)

10,000 

 

$

 33.36 

 

 

 -

Granted

 800,000 

 

 

 17.31 

 

 

 

Lapsed or Cancelled

 (5,000)

 

 

 45.47 

 

 

 

Outstanding at December 31, 2015 ($17.31 – $21.25)

 805,000 

 

$

 17.33 

 

$

 4,843 

Options exercisable at December 31, 2015

 -

 

 

 

 

 

 

Available for grant at December 31, 2015

 3,416,581 

 

 

 

 

 

 

 

Schedule Of Weighted Average Assumptions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 2014 

 

 

Time Vesting

 

Price Vesting

 

Stock

 

 

Options

 

Options

 

Options

 

Expected life (in years)

 6.0 

 

 5.8 

 

 6.0 

 

Risk-free interest rate

 2.04 

%

 1.96 

%

 1.50 

%

Volatility

 29.0 

%

 29.0 

%

 20.26 

%

Dividend yield

 3.5 

%

 3.5 

%

 5.65 

%

 

Schedule Of Restricted Stock Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

Grant – Date

 

Shares

 

 

Fair Value

Outstanding at January 1, 2013

 134,328 

 

$

 31.65 

Granted (a) (b)

 168,841 

 

 

 23.99 

Vested

 (149,463)

 

 

 29.63 

Forfeited

 (146)

 

 

 26.36 

Outstanding at December 31, 2013

 153,560 

 

$

 25.20 

Granted (c) (d) (e)

 376,719 

 

 

 20.04 

Vested

 (183,214)

 

 

 22.37 

Forfeited

 (119)

 

 

 26.36 

Outstanding at December 31, 2014

346,946 

 

$

 21.09 

Granted (f)

 41,337 

 

 

 17.51 

Vested

 (250,132)

 

 

 21.44 

Forfeited

 (1,931)

 

 

 20.31 

Outstanding at December 31, 2015

136,220 

 

$

 19.36 

 

(a)Included in the 168,841 Restricted Stock Awards granted in 2013 were 106,933 awards granted to the Company’s then four executive officers, Mitchell E. Hersh, Barry Lefkowitz, Roger W. Thomas and Anthony Krug.

(b)Includes 63,933 Performance Shares which were legally granted in 2013 for which the 2013 performance goals were not met, which may be earned if subsequent years’ performance goals are met.

(c)Included in the 376,719 Restricted Stock Awards granted in 2014 were 8,211 awards granted to the Company’s two executive officers, Anthony Krug and Gary Wagner.

(d)Includes 42,000 Performance Shares which were legally granted in 2013 for which the 2014 performance goals were set by the Committee on March 31, 2014.  Also includes 87,734 shares which were additionally considered granted for accounting purposes to two executive officers in connection with their departure effective March 31, 2014, which vested on April 1, 2014.

(e)Includes 126,000 Performance Shares which were legally granted in 2013 for which future performance goals had not yet been set by the Committee.  These awards were not considered granted for accounting purposes until these goals are set.  These were considered granted in 2014 for accounting purposes in connection with the announcement of the departure of Mitchell E. Hersh in the fourth quarter 2014.

(f)Included in the 41,337 Restricted Stock Awards granted in 2015 were 37,551 awards granted to the Company’s two executive officers, Mitchell E. Rudin and Michael J. DeMarco.

Schedule Of Basic And Diluted Earnings Per Share

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

Computation of Basic EPS

 

 2015 

 

 

 2014 

 

 2013 

Income (loss) from continuing operations

$

 (142,052)

 

$

 31,391 

$

 (89,686)

Add: Noncontrolling interest in consolidated joint ventures

 

 1,044 

 

 

 778 

 

 2,199 

Add:  Noncontrolling interest in Operating Partnership

 

 15,256 

 

 

 (3,602)

 

 10,459 

Income (loss) from continuing operations available to common shareholders

 

 (125,752)

 

 

 28,567 

 

 (77,028)

Income from discontinued operations available to common shareholders

 

 -

 

 

 -

 

 62,119 

Net income (loss) available to common shareholders

$

 (125,752)

 

$

 28,567 

$

 (14,909)

 

 

 

 

 

 

 

 

Weighted average common shares

 

 89,291 

 

 

 88,727 

 

 87,762 

 

 

 

 

 

 

 

 

Basic EPS:

 

 

 

 

 

 

 

Income (loss) from continuing operations available to common shareholders

$

 (1.41)

 

$

 0.32 

$

 (0.88)

Income from discontinued operations available to common shareholders

 

 -

 

 

 -

 

 0.71 

Net income (loss) available to common shareholders

$

 (1.41)

 

$

 0.32 

$

 (0.17)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

Computation of Diluted EPS

 

 2015 

 

 

 2014 

 

 2013 

Income (loss) from continuing operations available to common shareholders

$

 (125,752)

 

$

 28,567 

$

 (77,028)

Add (deduct): Noncontrolling interest in Operating Partnership

 

 (15,256)

 

 

 3,602 

 

 (10,459)

Income (loss) from continuing operations for diluted earnings per share

 

 (141,008)

 

 

 32,169 

 

 (87,487)

Income from discontinued operations for diluted earnings per share

 

 -

 

 

 -

 

 70,628 

Net income (loss) for diluted earnings per share

$

 (141,008)

 

$

 32,169 

$

 (16,859)

 

 

 

 

 

 

 

 

Weighted average common shares

 

 100,222 

 

 

 100,041 

 

 99,785 

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

 

Income (loss) from continuing operations available to common shareholders

$

 (1.41)

 

$

 0.32 

$

 (0.88)

Income from discontinued operations available to common shareholders

 

 -

 

 

 -

 

 0.71 

Net income (loss) available to common shareholders

$

 (1.41)

 

$

 0.32 

$

 (0.17)

 

 

 

 

 

 

 

 

 

The following schedule reconciles the shares used in the basic EPS calculation to the shares used in the diluted EPS calculation:

(in thousands)

 

 

 

 

 

                     Year Ended December 31,

 

 2015  2014  2013 

Basic EPS shares

 89,291  88,727  87,762 

Add:   Operating Partnership – common units

 10,931  11,272  12,023 

         Restricted Stock Awards

 -

 42 

 -

Diluted EPS Shares

 100,222  100,041  99,785 

 

v3.3.1.900
Noncontrolling Interests In Subsidiaries (Tables)
 12 Months Ended
Dec. 31, 2015
Noncontrolling Interests In Subsidiaries [Abstract]  
Changes In Noncontrolling Interests Of Subsidiaries

 

 

 

 

 

Common

 

Units

Balance at January 1, 2013

 12,141,836 

 Redemption of common units for shares of common stock

 (277,061)

Balance at December 31, 2013

 11,864,775 

Redemption of common units for shares of common stock

 (780,899)

Balance at December 31, 2014

 11,083,876 

Redemption of common units for shares of common stock

 (567,032)

 

 

Balance at December 31, 2015

 10,516,844 

 

v3.3.1.900
Segment Reporting (Tables)
 12 Months Ended
Dec. 31, 2015
Segment Reporting [Abstract]  
Schedule Of Segment Reporting Information, By Segment

Selected results of operations for the years ended December 31, 2015,  2014 and 2013, and selected asset information as of December 31, 2015 and 2014 regarding the Company’s operating segments are as follows.  Amounts for prior periods have been restated to conform to the current period segment reporting presentation: (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

Multi-family

 

 

 

Corporate

 

 

Total

 

 

& Other

 

 

Multi-family

 

 

Services

 

 

 

& Other (d)

 

 

Company

Total revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 538,323 

 

$

 27,787 

 

$

 33,112 

(e)

 

$

 (4,339)

 

$

 594,883 

2014

 

 585,491 

 

 

 24,971 

 

 

 30,533 

(f)

 

 

 (4,196)

 

 

 636,799 

2013

 

 621,352 

 

 

 12,792 

 

 

 25,710 

(g)

 

 

 7,177 

 

 

 667,031 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  interest expenses (a):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 264,967 

 

$

 17,642 

 

$

 37,090 

(h)

 

$

 105,452 

 

$

 425,151 

2014

 

 295,416 

 

 

 12,235 

 

 

 38,377 

(i)

 

 

 138,733 

 

 

 484,761 

2013

 

 285,755 

 

 

 6,482 

 

 

 32,415 

(j)

 

 

 135,963 

 

 

 460,615 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (loss) of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  unconsolidated joint ventures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 5,104 

 

$

 (9,879)

 

$

 1,603 

 

 

$

 -

 

$

 (3,172)

2014

 

 4,236 

 

 

 (8,790)

 

 

 2,131 

 

 

 

 -

 

 

 (2,423)

2013

 

 6,280 

 

 

 (10,615)

 

 

 2,008 

 

 

 

 -

 

 

 (2,327)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating income (loss) (b):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 278,460 

 

$

 266 

 

$

 (2,375)

 

 

$

 (109,791)

 

$

 166,560 

2014

 

 294,311 

 

 

 3,946 

 

 

 (5,713)

 

 

 

 (142,929)

 

 

 149,615 

2013

 

 341,877 

 

 

 (4,305)

 

 

 (4,697)

 

 

 

 (128,786)

 

 

 204,089 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 3,167,408 

 

$

 838,874 

 

$

 9,831 

 

 

$

 47,377 

 

$

 4,063,490 

2014

 

 3,636,126 

 

 

 492,362 

 

 

 11,158 

 

 

 

 52,601 

 

 

 4,192,247 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total long-lived assets (c):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 2,886,583 

 

$

 577,705 

 

$

 3,670 

 

 

$

 (1,531)

 

$

 3,466,427 

2014

 

 3,344,840 

 

 

 318,524 

 

 

 3,858 

 

 

 

 3,482 

 

 

 3,670,704 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  unconsolidated joint ventures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

$

 76,140 

 

$

 225,850 

 

$

 1,467 

 

 

$

 -

 

$

 303,457 

2014

 

 81,649 

 

 

 164,912 

 

 

 907 

 

 

 

 -

 

 

 247,468 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)Total operating and interest expenses represent the sum of: real estate taxes; utilities; operating services; direct construction costs; real estate services expenses; general and administrative and interest expense (net of interest income).  All interest expense, net of interest and other investment income, (including for property-level mortgages) is excluded from segment amounts and classified in Corporate & Other for all periods.

(b)Net operating income represents total revenues less total operating and interest expenses (as defined in Note “a”), plus equity in earnings (loss) of unconsolidated joint ventures, for the period.

(c)Long-lived assets are comprised of net investment in rental property, unbilled rents receivable and goodwill.  The Company recorded an impairment charge of $197.9 million on assets included in the commercial and other real estate business segment for the year ended December 31, 2015.  See Note 3: Recent Transactions – Impairments on Properties Held and Used 

(d)Corporate & Other represents all corporate-level items (including interest and other investment income, interest expense, non-property general and administrative expense, construction services revenue and direct construction costs) as well as intercompany eliminations necessary to reconcile to consolidated Company totals.

(e)Includes $6.6 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation.

(f)Includes $2.3 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation. 

(g)Includes $2.2 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation.

(h)Includes $3.9 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.

(i)Includes $2.9 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.

(j)Includes $1.3 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.

 

Schedule Of Reconciliation Of Net Operating Income To Net Income Available To Common Shareholders

The following schedule reconciles net operating income to net income available to common shareholders: (dollars in thousands) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

             Year Ended December 31,

 

 

 2015 

 

 

 2014 

 

 

 2013 

Net operating income

$

 166,560 

 

$

 149,615 

 

$

 204,089 

Add (deduct):

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 (170,402)

 

 

 (172,490)

 

 

 (182,766)

Realized gains on disposition of

 

 

 

 

 

 

 

 

  rental property, net

 

 53,261 

 

 

 54,848 

 

 

 -

Gain on sale of investment in unconsolidated joint venture

 

 6,448 

 

 

 -

 

 

 -

Loss from early extinguishment of debt

 

 -

 

 

 (582)

 

 

 (156)

Impairments

 

 (197,919)

 

 

 -

 

 

 (110,853)

Income (loss) from continuing operations

 

 (142,052)

 

 

 31,391 

 

 

 (89,686)

Discontinued operations

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 -

 

 

 -

 

 

 11,811 

Loss from early extinguishment of debt

 

 -

 

 

 -

 

 

 (703)

Realized gains (losses) and unrealized losses on

 

 

 

 

 

 

 

 

  disposition of rental property and impairments, net

 

 -

 

 

 -

 

 

 59,520 

Total discontinued operations, net

 

 -

 

 

 -

 

 

 70,628 

Net income (loss)

 

 (142,052)

 

 

 31,391 

 

 

 (19,058)

Noncontrolling interest in consolidated joint ventures

 

 1,044 

 

 

 778 

 

 

 2,199 

Noncontrolling interest in Operating Partnership

 

 15,256 

 

 

 (3,602)

 

 

 10,459 

Noncontrolling interest in discontinued operations

 

 -

 

 

 -

 

 

 (8,509)

Net income (loss) available to common shareholders

$

 (125,752)

 

$

 28,567 

 

$

 (14,909)

 

v3.3.1.900
Condensed Quarterly Financial Information (Tables)
 12 Months Ended
Dec. 31, 2015
Condensed Quarterly Financial Information [Abstract]  
Summary Of Condensed Quarterly Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended 2015

 

December 31

 

 

September 30

 

 

June 30

 

 

March 31

Total revenues

$

 146,443 

 

$

 146,158 

 

$

 148,567 

 

$

 153,715 

Operating and other expenses

 

 60,846 

 

 

 56,850 

 

 

 60,653 

 

 

 68,255 

Real estate service salaries

 

 6,063 

 

 

 6,673 

 

 

 6,208 

 

 

 6,639 

General and administrative

 

 12,589 

 

 

 13,670 

 

 

 11,877 

 

 

 11,011 

Acquisition-related costs

 

 1,449 

 

 

 -

 

 

 111 

 

 

 -

Depreciation and amortization

 

 43,136 

 

 

 44,099 

 

 

 42,365 

 

 

 40,802 

Impairments (1)

 

 33,743 

 

 

 164,176 

 

 

 -

 

 

 -

Total expenses

 

 157,826 

 

 

 285,468 

 

 

 121,214 

 

 

 126,707 

Operating Income (loss)

 

 (11,383)

 

 

 (139,310)

 

 

 27,353 

 

 

 27,008 

Interest expense

 

 (24,374)

 

 

 (24,689)

 

 

 (26,773)

 

 

 (27,215)

Interest and other investment income

 

 231 

 

 

 5 

 

 

 291 

 

 

 267 

Equity in earnings (loss) of unconsolidated

 

 

 

 

 

 

 

 

 

 

 

joint ventures

 

 (449)

 

 

 3,135 

 

 

 (2,329)

 

 

 (3,529)

Realized gains (losses) on disposition of rental properties

 

 -

 

 

 18,718 

 

 

 34,399 

 

 

 144 

Gain on sale of investment in unconsolidated joint venture

 

 -

 

 

 -

 

 

 6,448 

 

 

 -

Total other (expense) income

 

 (24,592)

 

 

 (2,831)

 

 

 12,036 

 

 

 (30,333)

Net income (loss)

 

 (35,975)

 

 

 (142,141)

 

 

 39,389 

 

 

 (3,325)

Noncontrolling interest in consolidated joint ventures

 

 462 

 

 

 (281)

 

 

 373 

 

 

 490 

Noncontrolling interest in Operating Partnership

 

 3,795 

 

 

 15,530 

 

 

 (4,383)

 

 

 314 

Net income (loss) available to common shareholders

$

 (31,718)

 

$

 (126,892)

 

$

 35,379 

 

$

 (2,521)

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common shareholders

$

 (0.35)

 

$

 (1.42)

 

$

 0.40 

 

$

 (0.03)

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common shareholders

$

 (0.35)

 

$

 (1.42)

 

$

 0.40 

 

$

 (0.03)

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

$

 0.15 

 

$

 0.15 

 

$

 0.15 

 

$

 0.15 

 

(1)

Amounts for the year ended December 31, 2015 relate to impairment charges as further described in Note 3: Recent Transactions – Impairments on Properties Held and Used.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended 2014

 

December 31

 

 

September 30

 

 

June 30

 

 

March 31

Total revenues

$

 151,414 

 

$

 155,489 

 

$

 160,300 

 

$

 169,596 

Operating and other expenses

 

 64,177 

 

 

 64,374 

 

 

 65,788 

 

 

 81,854 

Real estate service salaries

 

 5,923 

 

 

 6,933 

 

 

 6,571 

 

 

 6,709 

General and administrative

 

 23,775 

 

 

 12,665 

 

 

 11,730 

 

 

 22,881 

Acquisition-related costs

 

 175 

 

 

 -

 

 

 1,943 

 

 

 -

Depreciation and amortization

 

 40,811 

 

 

 41,983 

 

 

 44,711 

 

 

 44,985 

Total expenses

 

 134,861 

 

 

 125,955 

 

 

 130,743 

 

 

 156,429 

Operating Income

 

 16,553 

 

 

 29,534 

 

 

 29,557 

 

 

 13,167 

Interest expense

 

 (27,420)

 

 

 (27,353)

 

 

 (28,159)

 

 

 (29,946)

Interest and other investment income

 

 1,399 

 

 

 908 

 

 

 922 

 

 

 386 

Equity in earnings (loss) of unconsolidated

 

 

 

 

 

 

 

 

 

 

 

joint ventures

 

 (363)

 

 

 (1,268)

 

 

 443 

 

 

 (1,235)

Realized gains (losses) on disposition of rental properties

 

 -

 

 

 264 

 

 

 54,584 

 

 

 -

Loss from early extinguishment of debt

 

 (582)

 

 

 -

 

 

 -

 

 

 -

Total other (expense) income

 

 (26,966)

 

 

 (27,449)

 

 

 27,790 

 

 

 (30,795)

Net income (loss)

 

 (10,413)

 

 

 2,085 

 

 

 57,347 

 

 

 (17,628)

Noncontrolling interest in consolidated joint ventures

 

 21 

 

 

 145 

 

 

 290 

 

 

 322 

Noncontrolling interest in Operating Partnership

 

 1,152 

 

 

 (248)

 

 

 (6,514)

 

 

 2,008 

Net income (loss) available to common shareholders

$

 (9,240)

 

$

 1,982 

 

$

 51,123 

 

$

 (15,298)

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common shareholders

$

 (0.10)

 

$

 0.02 

 

$

 0.58 

 

$

 (0.17)

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common shareholders

$

 (0.10)

 

$

 0.02 

 

$

 0.58 

 

$

 (0.17)

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

$

 0.15 

 

$

 0.15 

 

$

 0.15 

 

$

 0.30 

 

v3.3.1.900
Organization And Basis Of Presentation (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2015
USD ($)
ft²
state
property
item
Dec. 31, 2014
USD ($)
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 275  
Aggregate square feet of the property owned or investment interest | ft² 29,900,000  
Number of states where properties are located | state 7  
Consolidated joint ventures, total real estate assets | $ $ 273.4 $ 242.9
Consolidated joint ventures, mortgages | $ 89.5 94.3
Consolidated joint ventures, other liabilities | $ $ 17.5 $ 15.7
Commercial Properties [Member]    
Real Estate Properties [Line Items]    
Number of tenants | item 1,900  
Multi-Family Properties [Member]    
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 19  
Number of units | item 5,644  
Office [Member]    
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 147  
Aggregate square feet of the property owned or investment interest | ft² 24,600,000  
Office Flex Buildings [Member]    
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 94  
Aggregate square feet of the property owned or investment interest | ft² 4,800,000  
Flex Properties [Member]    
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 109  
Unconsolidated Joint Venture Office Buildings [Member]    
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 36  
Aggregate square feet of the property owned or investment interest | ft² 5,600,000  
Unconsolidated Joint Venture Multi-Family Properties [Member]    
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 13  
Number of units | item 4,343  
Unconsolidated Joint Venture Office/Flex Buildings And Hotel [Member]    
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 1  
Unconsolidated Joint Venture Parking/Retail Buildings [Member]    
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 2  
Aggregate square feet of the property owned or investment interest | ft² 81,700  
Unconsolidated Joint Venture Hotel [Member]    
Real Estate Properties [Line Items]    
Number of units | item 350  
Office Flex And Industrial Warehouse Facilities [Member]    
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 6  
Aggregate square feet of the property owned or investment interest | ft² 387,400  
Office Flex And Parking/Retail [Member]    
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 5  
Aggregate square feet of the property owned or investment interest | ft² 121,700  
Office Flex And Land [Member]    
Real Estate Properties [Line Items]    
Number of properties owned or investment interests 3  
v3.3.1.900
Significant Accounting Policies (Narrative) (Details) - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Jan. 06, 2016
Jan. 06, 2015
Dec. 31, 2012
Significant Accounting Policies [Line Items]                
Capitalized development and construction salaries and other related costs     $ 4,200,000 $ 3,100,000 $ 4,400,000      
Construction, tenant improvement, and development in-progress $ 88,700,000 $ 62,800,000 $ 88,700,000 62,800,000        
Maximum period after cessation of major construction activity that projects are considered complete     1 year          
Threshold of investment value for discontinuation of equity method accounting 0   $ 0          
Amortization of deferred financing costs     3,790,000 3,274,000 3,172,000      
Loss from early extinguishment of debt   $ (582,000)   (582,000) (156,000)      
Write off of unamortized deferred financing costs       12,000 156,000      
Deferred leasing costs     3,521,000 $ 3,840,000 $ 4,223,000      
Deferred tax asset $ 22,400,000   22,400,000          
Income taxes, material adjustment amount     $ 0          
Common stock, shares outstanding 89,583,950 89,076,578 89,583,950 89,076,578     88,866,652  
Common units outstanding 10,516,844 11,083,876 10,516,844 11,083,876 11,864,775   11,083,876 12,141,836
Distributions payable, record date Jan. 06, 2016 Jan. 06, 2015            
Distributions payable, approved date Dec. 08, 2015 Dec. 09, 2014            
Common stock dividends and common unit distributions per share $ 0.15 $ 0.15            
Dividends paid per common share     $ 0.60 $ 0.90 $ 1.50      
Dividends paid, percent representing ordinary income     90.00% 77.00% 53.00%      
Dividends paid, percent representing return of capital to shareholders       23.00% 33.00%      
Dividends paid, percent representing capital gain     10.00%   14.00%      
Restricted stock expense     $ 2,219,000 $ 8,139,000 $ 2,387,000      
Distributions payable, pay date Jan. 15, 2016 Jan. 14, 2015            
Difference between other comprehensive income and net income     0 0 $ 0      
Accumulated other comprehensive income $ 0 $ 0 $ 0 0        
Executive Officer [Member]                
Significant Accounting Policies [Line Items]                
Restricted stock expense       $ 5,824,000        
Subsequent Event [Member]                
Significant Accounting Policies [Line Items]                
Common stock, shares outstanding           89,584,008    
Common units outstanding           10,516,844    
v3.3.1.900
Significant Accounting Policies (Estimated Useful Lives Of Assets) (Details)
 12 Months Ended
Dec. 31, 2015
Minimum [Member] | Buildings And Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of assets 5 years
Minimum [Member] | Furniture, Fixtures And Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of assets 5 years
Maximum [Member] | Buildings And Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of assets 40 years
Maximum [Member] | Furniture, Fixtures And Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of assets 10 years
v3.3.1.900
Recent Transactions (Acquisitions) (Narrative) (Details)
$ in Thousands
 12 Months Ended
Jan. 05, 2016
USD ($)
item
Dec. 23, 2015
USD ($)
ft²
Nov. 12, 2015
USD ($)
ft²
Dec. 02, 2014
USD ($)
Aug. 15, 2014
USD ($)
property
Apr. 10, 2014
USD ($)
item
Dec. 31, 2015
USD ($)
item
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Real Estate Properties [Line Items]                  
Purchase price of property             $ 94,073 $ 91,813 $ 89,869
Acquisition and other investment fundings handled by intermediary               $ 44,400  
Minimum [Member]                  
Real Estate Properties [Line Items]                  
Percentage of interest in venture             7.50%    
Maximum [Member]                  
Real Estate Properties [Line Items]                  
Percentage of interest in venture             85.00%    
Multi-Family Properties [Member]                  
Real Estate Properties [Line Items]                  
Number of units | item             5,644    
Conshohocken, Pennsylvania [Member]                  
Real Estate Properties [Line Items]                  
Purchase price of property       $ 15,300          
Andover Place [Member]                  
Real Estate Properties [Line Items]                  
Number of units | item           220      
Purchase price of property           $ 37,700      
Overlook Ridge Properties [Member]                  
Real Estate Properties [Line Items]                  
Purchase price of property         $ 16,600        
Overlook Ridge Properties [Member] | Consolidated Land [Member]                  
Real Estate Properties [Line Items]                  
Loans assumed         $ 23,000        
Percentage of interest in developable land         100.00%        
Overlook Ridge Properties [Member] | Consolidated Land [Member] | Minimum [Member]                  
Real Estate Properties [Line Items]                  
Spread over LIBOR         2.50%        
Overlook Ridge Properties [Member] | Consolidated Land [Member] | Maximum [Member]                  
Real Estate Properties [Line Items]                  
Spread over LIBOR         3.50%        
Overlook Ridge Properties [Member] | Multi-Family Properties [Member]                  
Real Estate Properties [Line Items]                  
Percentage of additional interest acquired         25.00%        
Indirect ownership interest         50.00%        
Number of properties in which additional interest was acquired during period | property         2        
Curtis Center [Member]                  
Real Estate Properties [Line Items]                  
Percentage of interest in venture               50.00%  
Acquisition and other investment fundings handled by intermediary               $ 40,100  
Overlook Ridge Apartments Investors, L.L.C. [Member] | Subsequent Event [Member]                  
Real Estate Properties [Line Items]                  
Percentage of interest in venture 50.00%                
Number of units | item 371                
Purchase price of property $ 39,800                
Parsippany [Member]                  
Real Estate Properties [Line Items]                  
Area of property (in square feet) | ft²   147,241              
Purchase price of property   $ 10,300              
Edison [Member]                  
Real Estate Properties [Line Items]                  
Area of property (in square feet) | ft²     196,128            
Purchase price of property     $ 53,100            
v3.3.1.900
Recent Transactions (Impairments On Properties Held and Used) (Narrative) (Details)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2015
USD ($)
ft²
property
Dec. 31, 2015
USD ($)
property
Sep. 30, 2015
USD ($)
ft²
Sep. 30, 2013
USD ($)
Dec. 31, 2015
USD ($)
property
Dec. 31, 2013
USD ($)
Dec. 31, 2014
USD ($)
Real Estate Properties [Line Items]              
Impairment charge   $ 33,743 [1] $ 164,176 [1]   $ 197,919 $ 110,853  
Aggregate carrying value   94,995     94,995   $ 264,391
Mortgage loan   731,076     731,076   $ 820,910
Non-core Properties [Member]              
Real Estate Properties [Line Items]              
Impairment charge $ 158,600            
Aggregate carrying value $ 554,300   554,300        
Number of impaired properties reduced to carrying value | property 22            
Estimated fair value $ 395,700   $ 395,700        
New Jersey [Member]              
Real Estate Properties [Line Items]              
Mortgage loan   $ 63,300     $ 63,300    
Number of real estate properties | property   4     4    
Roseland And Parsippany Properties [Member]              
Real Estate Properties [Line Items]              
Impairment charge $ 5,600     $ 12,500      
Number of impaired properties | property 3            
Area Of Real Estate Property | ft² 479,877   479,877        
New Jersey Hudson River [Member]              
Real Estate Properties [Line Items]              
Strategic initiative period 3 years            
[1] Amounts for the year ended December 31, 2015 relate to impairment charges as further described in Note 3: Recent Transactions - Impairments on Properties Held and Used.
v3.3.1.900
Recent Transactions (Appointment Of Executive Officers) (Narrative) (Details)
 12 Months Ended
Jun. 05, 2015
item
$ / shares
shares
Dec. 31, 2015
USD ($)
shares
Dec. 31, 2014
shares
Dec. 31, 2013
shares
 [5],[6]
Appointment Of Executive Officers [Line Items]        
Shares granted   41,337 [1] 376,719 [2],[3],[4] 168,841
Shares Under Options - Granted 800,000 800,000 5,000  
Exercisable period   10 years    
Share price | $ / shares $ 17.31      
Annual installments | item 3      
Common stock trade share price | $ / shares $ 25.00      
Common stock trading days   30 days    
Three Equal Annual Installment [Member]        
Appointment Of Executive Officers [Line Items]        
Shares Under Options - Granted 400,000      
Common Stock Trades [Member]        
Appointment Of Executive Officers [Line Items]        
Shares Under Options - Granted 400,000      
Messr Rudin And Messr DeMarco [Member]        
Appointment Of Executive Officers [Line Items]        
Annual base salary | $   $ 700,000    
Annual bonus opportunity percentage   100.00%    
Annual bonus opportunity amount | $   $ 700,000    
Annual bonus opportunity threshold percentage   50.00%    
Annual bonus opportunity threshold amount | $   $ 350,000    
Shares Under Options - Granted 400,000      
Exercisable period   10 years    
Share price | $ / shares $ 17.31      
Annual installments | item 3      
Common stock trade share price | $ / shares $ 25.00      
Common stock trading days 30 days      
Messr Rudin And Messr DeMarco [Member] | Maximum [Member]        
Appointment Of Executive Officers [Line Items]        
Annual bonus opportunity percentage   200.00%    
Annual bonus opportunity amount | $   $ 1,400,000    
Messr Rudin And Messr DeMarco [Member] | Three Equal Annual Installment [Member]        
Appointment Of Executive Officers [Line Items]        
Shares Under Options - Granted 200,000      
Messr Rudin And Messr DeMarco [Member] | Common Stock Trades [Member]        
Appointment Of Executive Officers [Line Items]        
Shares Under Options - Granted 200,000      
Restricted Stock [Member] | Minimum [Member]        
Appointment Of Executive Officers [Line Items]        
Stock compensation vesting period   1 year    
Restricted Stock [Member] | Maximum [Member]        
Appointment Of Executive Officers [Line Items]        
Stock compensation vesting period   7 years    
Restricted Stock [Member] | 2013 Incentive Stock Plan [Member]        
Appointment Of Executive Officers [Line Items]        
Shares granted 37,550.54      
Stock compensation vesting period   3 years    
Restricted Stock [Member] | Messr Rudin And Messr DeMarco [Member] | 2013 Incentive Stock Plan [Member]        
Appointment Of Executive Officers [Line Items]        
Shares granted 18,775.27      
Performance period   3 years    
Performance Shares [Member] | 2013 Incentive Stock Plan [Member]        
Appointment Of Executive Officers [Line Items]        
Shares granted 112,651.64      
Performance period   3 years    
Performance Shares [Member] | Three Years Period Award [Member] | 2013 Incentive Stock Plan [Member] | Minimum [Member]        
Appointment Of Executive Officers [Line Items]        
Percentage of shares vested 0.00%      
Performance Shares [Member] | Three Years Period Award [Member] | 2013 Incentive Stock Plan [Member] | Maximum [Member]        
Appointment Of Executive Officers [Line Items]        
Percentage of shares vested 150.00%      
Performance Shares [Member] | Messr Rudin And Messr DeMarco [Member] | 2013 Incentive Stock Plan [Member]        
Appointment Of Executive Officers [Line Items]        
Shares granted 56,325.82      
Performance Shares [Member] | Messr Rudin And Messr DeMarco [Member] | Three Years Period Award [Member] | 2013 Incentive Stock Plan [Member] | Minimum [Member]        
Appointment Of Executive Officers [Line Items]        
Percentage of shares vested 0.00%      
Performance Shares [Member] | Messr Rudin And Messr DeMarco [Member] | Three Years Period Award [Member] | 2013 Incentive Stock Plan [Member] | Maximum [Member]        
Appointment Of Executive Officers [Line Items]        
Percentage of shares vested 150.00%      
[1] Included in the 41,337 Restricted Stock Awards granted in 2015 were 37,551 awards granted to the Company's two executive officers, Mitchell E. Rudin and Michael J. DeMarco.
[2] Included in the 376,719 Restricted Stock Awards granted in 2014 were 8,211 awards granted to the Company's two executive officers, Anthony Krug and Gary Wagner.
[3] Includes 126,000 Performance Shares which were legally granted in 2013 for which future performance goals had not yet been set by the Committee. These awards were not considered granted for accounting purposes until these goals are set. These were considered granted in 2014 for accounting purposes in connection with the announcement of the departure of Mitchell E. Hersh in the fourth quarter 2014.
[4] Includes 42,000 Performance Shares which were legally granted in 2013 for which the 2014 performance goals were set by the Committee on March 31, 2014. Also includes 87,734 shares which were additionally considered granted for accounting purposes to two executive officers in connection with their departure effective March 31, 2014, which vested on April 1, 2014.
[5] Included in the 168,841 Restricted Stock Awards granted in 2013 were 106,933 awards granted to the Company's then four executive officers, Mitchell E. Hersh, Barry Lefkowitz, Roger W. Thomas and Anthony Krug.
[6] Includes 63,933 Performance Shares which were legally granted in 2013 for which the 2013 performance goals were not met, which may be earned if subsequent years' performance goals are met.
v3.3.1.900
Recent Transactions (Schedule Of Purchase Price Allocation) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Parsippany [Member]    
Business Acquisition [Line Items]    
Land $ 5,590  
Buildings and improvements 4,710  
Net cash paid at acquisition 10,300  
Edison [Member]    
Business Acquisition [Line Items]    
Land 5,542  
Buildings and improvements 40,762  
Above market leases [1] 2,097  
In-place lease values [1] 4,699  
Net cash paid at acquisition $ 53,100  
Andover Place [Member]    
Business Acquisition [Line Items]    
Land   $ 8,535
Buildings and improvements   27,609
Furniture, fixtures and equipment   459
In-place lease values [2]   1,118
Total assets acquired   37,721
Less: Below market lease values [2]   (25)
Net cash paid at acquisition   $ 37,696
In-Place Leases [Member]    
Business Acquisition [Line Items]    
Amortization period 4 years  
Above-Market Leases [Member]    
Business Acquisition [Line Items]    
Amortization period 10 years  
Andover Place [Member] | Maximum [Member]    
Business Acquisition [Line Items]    
Amortization period   1 year
[1] In-place lease values will be amortized over four years or less, and above market leases will be amortized over 10 years or less.
[2] In-place lease values and below market lease values will be amortized over one year or less.
v3.3.1.900
Recent Transactions (Schedule Of Property Sold And Disposed) (Details)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2015
USD ($)
ft²
Sep. 30, 2015
USD ($)
 [1]
Dec. 31, 2015
USD ($)
ft²
item
Dec. 31, 2014
USD ($)
ft²
property
Dec. 31, 2013
USD ($)
ft²
property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings     6 16 24
Rentable Square Feet | ft² 690,315   690,315 2,610,931 3,000,000
Net Sales Proceeds     $ 148,256 $ 319,239 $ 390,600
Net Book Value $ 94,995   94,995 264,391  
Realized Gain     $ 53,261 $ 54,848  
Ownership interest 10.50%   10.50% 11.10%  
Impairments $ 33,743 [1] $ 164,176 $ 197,919   110,853
Deferred tax asset 22,400   22,400    
Mortgage loans, carrying amount $ 1,840,668   $ 1,840,668    
Keystone Portfolio [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Net Sales Proceeds       $ 196,800  
Sale price of property       221,000  
Sale price of property, cash       192,500  
Sale price of property, capital accounts       21,200  
Closing costs paid       $ 3,000  
Ownership interest 0.00%   0.00%    
Number of properties with senior pari passu interest | property       5  
Capital balance in properties in which senior pari passu interest is held       $ 7,300  
Impairments         20,800
Keystone Portfolio [Member] | Keystone Entities [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Internal rate of return     15.00%    
Keystone Portfolio [Member] | Parent Company [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Internal rate of return     10.00%    
1451 Metropolitan Drive [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | item     1    
Rentable Square Feet | ft² 21,600   21,600    
Net Sales Proceeds     $ 1,072    
Net Book Value $ 929   929    
Realized Gain     $ 143    
10 Independence [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | item     1    
Rentable Square Feet | ft² 120,528   120,528    
Net Sales Proceeds [2]     $ 18,351    
Net Book Value $ 15,114   15,114    
Realized Gain     $ 3,237    
4 Sylvan Way [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | item     1    
Rentable Square Feet | ft² 105,135   105,135    
Net Sales Proceeds [2]     $ 15,961    
Net Book Value $ 9,522   9,522    
Realized Gain     $ 6,439    
14 Sylvan Way [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | item     1    
Rentable Square Feet | ft² 203,506   203,506    
Net Sales Proceeds     $ 79,977    
Net Book Value $ 55,253   55,253    
Realized Gain     $ 24,724    
210 Clay Ave [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | item     1    
Rentable Square Feet | ft² 121,203   121,203    
Net Sales Proceeds [2]     $ 14,766    
Net Book Value $ 5,202   5,202    
Realized Gain     $ 9,564    
5 Becker [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | item     1    
Rentable Square Feet | ft² 118,343   118,343    
Net Sales Proceeds [2]     $ 18,129    
Net Book Value $ 8,975   8,975    
Realized Gain     9,154    
22 Sylvan Way [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | property       1  
Rentable Square Feet | ft²       249,409  
Net Sales Proceeds       $ 94,897  
Net Book Value       60,244  
Realized Gain       $ 34,653  
30 Knightsbridge Road [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | property [3]       4  
Rentable Square Feet | ft² [3]       680,350  
Net Sales Proceeds [3]       $ 54,641  
Net Book Value [3]       52,361  
Realized Gain [3]       $ 2,280  
470 Chestnut Ridge Road [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | property [3],[4]       1  
Rentable Square Feet | ft² [3],[4]       52,500  
Net Sales Proceeds [3],[4]       $ 7,195  
Net Book Value [3],[4]       7,109  
Realized Gain [3],[4]       $ 86  
530 Chestnut Ridge Road [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | property [3],[4]       1  
Rentable Square Feet | ft² [3],[4]       57,204  
Net Sales Proceeds [3],[4]       $ 6,299  
Net Book Value [3],[4]       6,235  
Realized Gain [3],[4]       $ 64  
400 Rella Boulevard [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | property       1  
Rentable Square Feet | ft²       180,000  
Net Sales Proceeds       $ 27,539  
Net Book Value       10,938  
Realized Gain       $ 16,601  
412 Mt. Kemble Avenue [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | property [3]       1  
Rentable Square Feet | ft² [3]       475,100  
Net Sales Proceeds [3]       $ 44,751  
Net Book Value [3]       43,851  
Realized Gain [3]       $ 900  
17-17 Rte 208 North [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | property [3],[4]       1  
Rentable Square Feet | ft² [3],[4]       143,000  
Net Sales Proceeds [3],[4]       $ 11,835  
Net Book Value [3],[4]       11,731  
Realized Gain [3],[4]       $ 104  
555, 565 And 570 Seventy Taxter Road [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | property [3]       3  
Rentable Square Feet | ft² [3]       416,108  
Net Sales Proceeds [3]       $ 41,057  
Net Book Value [3]       $ 41,057  
200 And 220 White Plains Road [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | property [3]       2  
Rentable Square Feet | ft² [3]       178,000  
Net Sales Proceeds [3]       $ 12,619  
Net Book Value [3]       $ 12,619  
1266 East Main Street [Member]          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Buildings | property [3],[4]       1  
Rentable Square Feet | ft² [3],[4]       179,260  
Net Sales Proceeds [3],[4]       $ 18,406  
Net Book Value [3],[4]       18,246  
Realized Gain [3],[4]       $ 160  
10 Independence, 4 Sylvan, 210 Clay, And 5 Becker [Member}          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Impairments         $ 25,200
Mortgage loans, carrying amount $ 59,700   $ 59,700    
[1] Amounts for the year ended December 31, 2015 relate to impairment charges as further described in Note 3: Recent Transactions - Impairments on Properties Held and Used.
[2] The Company transferred the deeds for these properties to the lender in satisfaction of its mortgage loan obligations totaling $59.7 million. The Company recorded an impairment charge of $25.2 million during the year ended December 31, 2013 as it estimated that the carrying value of the properties may not be recoverable over their anticipated holding periods.
[3] The Company completed the sale of these properties for approximately $221 million, comprised of: $192.5 million in cash from a combination of affiliates of Keystone Property Group's ("Keystone Entities") senior and pari-passu equity and mortgage financing; Company subordinated equity interests in each of the properties sold with capital accounts aggregating $21.2 million; and Company pari-passu equity interests in five of the properties sold aggregating $7.3 million. Net sale proceeds from the sale aggregated $196.8 million which was comprised of the $221 million gross sales price less the subordinated equity interests of $21.2 million and $3 million in closing costs. The purchasers of these properties are unconsolidated joint ventures formed between the Company and the Keystone Entities. The senior and pari-passu equity will receive a 15 percent internal rate of return ("IRR") after which the subordinated equity will receive a 10 percent IRR and then all distributable cash flow will be split equally between the Keystone Entities and the Company. See Note 4: Investments in Unconsolidated Joint Ventures. In connection with certain of these partial sale transactions, because the buyer received a preferential return on certain of the ventures for which the Company received subordinated equity interests, the Company only recognized profit to the extent that they received net proceeds in excess of their entire carrying value of the properties, effectively reflecting their retained subordinated equity interest at zero.
[4] The Company recorded an impairment charge of $20.8 million on these properties at December 31, 2013 as it estimated that the carrying value of the properties may not be recoverable over their anticipated holding periods.
v3.3.1.900
Recent Transactions (Summary Of Income (Loss) From Properties Disposed) (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Real Estate Properties [Line Items]                      
Total revenues $ 146,443 $ 146,158 $ 148,567 $ 153,715 $ 151,414 $ 155,489 $ 160,300 $ 169,596 $ 594,883 $ 636,799 $ 667,031
Depreciation and amortization (43,136) (44,099) (42,365) (40,802) (40,811) (41,983) (44,711) (44,985) (170,402) (172,490) (182,766)
Interest expense                     (118)
Income (loss) from properties disposed of (11,383) (139,310) 27,353 27,008 16,553 29,534 29,557 13,167 (96,332) 88,811 33,595
Impairments (33,743) [1] (164,176) [1]             (197,919)   (110,853)
Realized gains on dispositions   18,718 34,399 144   264 54,584   53,261 54,848  
Total Income from properties disposed of $ (31,718) $ (126,892) $ 35,379 $ (2,521) $ (9,240) $ 1,982 $ 51,123 $ (15,298) (125,752) 28,567 (14,909)
Disposal Group, Not Discontinued Operations [Member]                      
Real Estate Properties [Line Items]                      
Total revenues                 9,137 53,975 79,379
Operating and other expenses                 (5,532) (24,311) (34,835)
Depreciation and amortization                 (11,700) (9,955) (20,927)
Interest expense                 (7,008) (10,369) (9,784)
Income (loss) from properties disposed of                 (15,103) 9,340 13,833
Impairments                     (79,378)
Realized gains on dispositions                 53,261 54,848  
Total Income from properties disposed of                 $ 38,158 $ 64,188 $ (65,545)
[1] Amounts for the year ended December 31, 2015 relate to impairment charges as further described in Note 3: Recent Transactions - Impairments on Properties Held and Used.
v3.3.1.900
Investments In Unconsolidated Joint Ventures (Narrative) (Details)
 3 Months Ended 12 Months Ended
Aug. 28, 2015
USD ($)
ft²
Jul. 14, 2015
USD ($)
item
Jun. 01, 2015
USD ($)
item
Sep. 30, 2015
USD ($)
Jun. 30, 2015
USD ($)
Mar. 31, 2015
USD ($)
Sep. 30, 2014
USD ($)
Jun. 30, 2014
USD ($)
Dec. 31, 2015
USD ($)
ft²
property
item
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Nov. 12, 2015
ft²
Oct. 06, 2015
Aug. 27, 2015
USD ($)
Schedule of Equity Method Investments [Line Items]                            
Company's investments in unconsolidated joint ventures, net                 $ 303,457,000 $ 247,468,000        
Area of mixed use project (in square feet) | ft²                 81,700          
Amount outstanding                 $ 155,000,000 0        
Management, leasing, development and other services fees                 5,500,000 6,200,000        
Accounts receivable due from unconsolidated joint ventures                 800,000 1,000,000        
Maximum exposure to loss                 207,100,000          
Estimated future funding commitments                 33,700,000          
Mortgage loan                 1,840,668,000          
Proceeds from mortgages and loans payable                 10,752,000 130,135,000 $ 3,170,000      
Realized gains on disposition of rental property       $ 18,718,000 $ 34,399,000 $ 144,000 $ 264,000 $ 54,584,000 $ 53,261,000 54,848,000        
Unconsolidated Joint Venture Office Buildings [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Number of properties | property                 36          
Unconsolidated Joint Venture Office And Retail Buildings [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Area of property (in square feet) | ft²                 5,600,000          
Unconsolidated Joint Venture Retail Buildings [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Number of properties | property                 2          
Unconsolidated Joint Venture Multi-Family Properties [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Number of properties | property                 13          
Number of units | item                 4,343          
Unconsolidated Joint Venture Hotel [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Number of units | item                 350          
Percentage of interest in venture                         90.00%  
Unconsolidated Joint Venture Development Projects [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Number of units | item                 1,074          
Unconsolidated Joint Venture Land Parcels [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Number of units | item                 2,910          
Unconsolidated Joint Ventures [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Maximum borrowing capacity                 $ 547,600,000          
Amount outstanding                 309,900,000          
Unconsolidated Joint Ventures [Member] | Parent Company [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Maximum borrowing capacity                 74,700,000          
Amount outstanding                 $ 53,100,000          
Minimum [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Percentage of interest in venture                 7.50%          
Maximum [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Percentage of interest in venture                 85.00%          
Variable Interest Entity [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Company's investments in unconsolidated joint ventures, net                 $ 173,400,000          
Number of VIEs | property                 5          
Office [Member] | Unconsolidated Joint Venture Land Parcels [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Area of property (in square feet) | ft²                 1,400,000          
South Pier At Harborside [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Number of units | item [1],[2]                 350          
Percentage of interest in venture [1],[2],[3]                 50.00%          
Letter of credit                 $ 3,600,000          
Mortgage loan [1],[2]                 63,741,000          
Keystone-Penn [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Company's investments in unconsolidated joint ventures, net                 $ 0          
Area of property (in square feet) | ft² 236,417               1,842,820 [4]          
Percentage of interest in venture [3],[4],[5]                          
Mortgage loan $ 45,500,000               $ 227,111,000 [4],[6]         $ 31,800,000
Proceeds from mortgages and loans payable $ 3,700,000                          
RiverPark At Harrison I, L.L.C. [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Company's investments in unconsolidated joint ventures, net [4]                 $ 2,544,000 4,744,000        
Number of units | item   141             141 [4]          
Percentage of interest in venture   36.00%             45.00% [3],[4]          
Proceeds from loans   $ 1,700,000                        
Mortgage loan   30,000,000             $ 30,000,000 [4]          
RiverPark At Harrison I, L.L.C. [Member] | Construction Loan [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Construction loan   $ 23,400,000                        
RiverPark At Harrison I, L.L.C. [Member] | Unconsolidated Joint Venture Multi-Family Properties [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Percentage of interest in venture   44.00%                        
Percentage of additional interest acquired   20.00%                        
Third party ownership percentage   55.00%                        
Capital balance   $ 2,100,000                        
Rosewood Lafayette Holdings, L.L.C. [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Company's investments in unconsolidated joint ventures, net [4]                   $ 62,000        
Number of units | item     217           217 [4]          
Percentage of interest in venture     25.00%           25.00% [3],[4]          
Realized gains on disposition of rental property     $ 6,400,000                      
Edison [Member]                            
Schedule of Equity Method Investments [Line Items]                            
Area of property (in square feet) | ft²                       196,128    
[1] Balance includes: (i) mortgage loan, collateralized by the hotel property, with a balance of $60,147, bears interest at 6.15 percent and matures in November 2016, and (ii) loan with a balance of $3,594, bears interest at fixed rates ranging from 6.09 percent to 6.62 percent and matures in August 1, 2020. The Company posted a $3.6 million letter of credit in support of this loan, half of which is indemnified by the partner.
[2] The negative carrying value for this venture of $3,317 and $1,854 as of December 31, 2015 and 2014, respectively, were included in accounts payable, accrued expenses and other liabilities.
[3] Company's effective ownership % represents the Company's entitlement to residual distributions after payments of priority returns, where applicable.
[4] See discussion in Recent Transactions following in this footnote.
[5] The Company's equity interests in the joint ventures will be subordinated to Keystone Entities receiving a 15 percent internal rate of return ("IRR") after which the Company will receive a 10 percent IRR on its subordinate equity and then all profit will be split equally. See discussion in Recent Transactions following in this footnote.
[6] Principal balance of $127,600 bears interest at 5.114 percent and matures on August 27, 2023; principal balance of $45,500 bears interest at 5.01 percent and matures on September 6, 2025; principal balance of $32,336 bears interest at rates ranging from LIBOR+5.0 percent to LIBOR+5.75 percent and matures on August 27, 2016; principal balance of $11,250 bears interest at LIBOR+5.5 percent and matures on January 9, 2019; principal balance of $10,425 bears interest at LIBOR+6.0 percent matures on August 31, 2016.
v3.3.1.900
Investments In Unconsolidated Joint Ventures (Summary Of Unconsolidated Joint Ventures) (Details)
 12 Months Ended
Aug. 15, 2014
property
Sep. 03, 2013
USD ($)
Jul. 30, 2013
USD ($)
Dec. 31, 2015
USD ($)
ft²
$ / item
property
item
Dec. 31, 2014
USD ($)
property
Dec. 31, 2013
USD ($)
Aug. 28, 2015
USD ($)
ft²
Aug. 27, 2015
USD ($)
Jul. 14, 2015
USD ($)
item
Jun. 01, 2015
item
Schedule of Equity Method Investments [Line Items]                    
Carrying Amount       $ 303,457,000 $ 247,468,000          
Property Debt, Balance       1,840,668,000            
Amount outstanding       155,000,000 0          
Accounts payable, accrued expenses and other liabilities       135,057,000 126,971,000          
Sales proceeds       148,256,000 319,239,000 $ 390,600,000        
Collection of notes receivable       $ 8,250,000 62,526,000 $ 333,000        
Minimum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Company's Effective Ownership %       7.50%            
Maximum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Company's Effective Ownership %       85.00%            
Marbella RoseGarden, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [1]       412            
Company's Effective Ownership % [1],[2]       24.27%            
Carrying Amount [1]       $ 15,569,000 15,779,000          
Property Debt, Balance [1]       $ 95,000,000            
Property Debt, Maturity Date [1]       May 01, 2018            
Property Debt, Interest Rate [1]       4.99%            
RoseGarden Monaco Holdings, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [1]       523            
Company's Effective Ownership % [1],[2]       15.00%            
Carrying Amount [1]       $ 937,000 2,161,000          
Property Debt, Balance [1]       $ 165,000,000            
Property Debt, Maturity Date [1]       Feb. 01, 2021            
Property Debt, Interest Rate [1]       4.19%            
Rosewood Lafayette Holdings, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item       217 [3]           217
Company's Effective Ownership %       25.00% [2],[3]           25.00%
Carrying Amount [3]         62,000          
PruRose Port Imperial South 15, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [1]       236            
Company's Effective Ownership % [1],[2]       50.00%            
Property Debt, Balance [1]       $ 57,500,000            
Property Debt, Maturity Date [1]       Sep. 01, 2020            
Property Debt, Interest Rate [1]       4.32%            
Rosewood Morristown, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [4],[5],[6]       130            
Company's Effective Ownership % [2],[4],[5],[6]       12.50%            
Carrying Amount [4],[5],[6]       $ 5,723,000 6,029,000          
Property Debt, Balance [4],[5],[6]       45,982,000            
Note payable       $ 975,000            
Overlook Ridge JV 2C/3B, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [1]       371            
Company's Effective Ownership % [1],[2]       50.00%            
Carrying Amount [1]       $ 2,039,000 2,524,000          
Property Debt, Balance [1]       $ 52,662,000            
Property Debt, Maturity Date [1]       Jan. 26, 2016            
Property Debt, Interest Rate, LIBOR [1],[7]       L+2.50            
Property Debt, Interest Rate, Spread Over LIBOR [1],[7]       2.50%            
Overlook Ridge JV 2C/3B, L.L.C. [Member] | Construction Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Interest Rate       3.0875%            
Number of extension options | item       2            
Loan extension period       1 year            
Extension fee       25.00%            
Maximum borrowing capacity       $ 55,500,000            
Notional amount   $ 1,840,000   $ 52,000,000            
PruRose Riverwalk G, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [1]       316            
Company's Effective Ownership % [1],[2]       25.00%            
Carrying Amount [1]         955,000          
Property Debt, Balance [1]       $ 79,393,000            
Property Debt, Maturity Date [1]       Jul. 15, 2021            
Property Debt, Interest Rate [1],[8]       6.00%            
PruRose Riverwalk G, L.L.C. [Member] | Permanent Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Maximum borrowing capacity       $ 80,249,000            
Elmajo Urban Renewal Associates, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [1]       355            
Company's Effective Ownership % [1],[2]       7.50%            
Property Debt, Balance [1]       $ 128,100,000            
Property Debt, Maturity Date [1]       Mar. 01, 1930            
Property Debt, Interest Rate, LIBOR [1],[9]       4.00            
Elmajo Urban Renewal Associates, L.L.C. [Member] | Permanent Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Maximum borrowing capacity       $ 91,000,000            
Crystal House Apartments Investors LLC [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [10]       798            
Company's Effective Ownership % [2],[10]       25.00%            
Carrying Amount [10]       $ 28,114,000 27,051,000          
Property Debt, Balance [10]       $ 165,000,000            
Property Debt, Maturity Date [10]       Apr. 01, 2020            
Property Debt, Interest Rate [10]       3.17%            
Percentage of interest in developable land       50.00%            
Number of units available for development | $ / item       295            
Number of approved units available for development | item       252            
Portside Master Company, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [1]       176            
Company's Effective Ownership % [1],[2]       38.25%            
Carrying Amount [1]         1,747,000          
Property Debt, Balance [1]       $ 42,500,000            
Property Debt, Maturity Date [1]       Dec. 04, 2017            
Property Debt, Interest Rate, LIBOR [1],[11]       L+2.50            
Property Debt, Interest Rate, Spread Over LIBOR [1],[11]       2.50%            
Portside Master Company, L.L.C. [Member] | Construction Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of extension options | item       2            
Maximum borrowing capacity       $ 42,500,000            
Portside Master Company, L.L.C. [Member] | Construction Loan Extension Number 1 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Loan extension period       2 years            
Extension fee       0.125%            
Portside Master Company, L.L.C. [Member] | Construction Loan Extension Number 2 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Loan extension period       2 years            
Extension fee       0.25%            
PruRose Port Imperial South 13, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [1]       280            
Company's Effective Ownership % [1],[2]       20.00%            
Carrying Amount [1]         1,087,000          
Property Debt, Balance [1]       $ 70,386,000            
Property Debt, Maturity Date [1]       Jun. 27, 2016            
Property Debt, Interest Rate, LIBOR [1],[12]       L+2.15            
Property Debt, Interest Rate, Spread Over LIBOR [1],[12]       2.15%            
PruRose Port Imperial South 13, L.L.C. [Member] | Construction Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Interest Rate       2.79%            
Maximum borrowing capacity       $ 73,350,000            
Notional amount     $ 1,620,000 $ 69,500,000            
PruRose Port Imperial South 13, L.L.C. [Member] | Construction Loan Extension Number 1 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Loan extension period       1 year            
Extension fee       0.25%            
PruRose Port Imperial South 13, L.L.C. [Member] | Construction Loan Extension Number 2 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Loan extension period       6 months            
Extension fee       0.25%            
Roseland/Port Imperial Partners, L.P. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [1],[13]       363            
Company's Effective Ownership % [1],[2],[13]       20.00%            
Carrying Amount [1],[13]       $ 1,678,000 1,800,000          
RoseGarden Marbella South, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item       311            
Company's Effective Ownership % [2]       24.27%            
Carrying Amount       $ 16,728,000 11,282,000          
Property Debt, Balance       $ 68,046,000            
Property Debt, Maturity Date       Mar. 30, 2017            
Property Debt, Interest Rate, LIBOR [14]       L+2.25            
Property Debt, Interest Rate, Spread Over LIBOR [14]       2.25%            
RoseGarden Marbella South, L.L.C. [Member] | Construction Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of extension options | item       2            
Loan extension period       1 year            
Extension fee       0.25%            
Maximum borrowing capacity       $ 77,400,000            
Estuary Urban Renewal Unit B, LLC [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [1]       227            
Company's Effective Ownership % [1],[2]       7.50%            
Property Debt, Balance [1]       $ 81,900,000            
Property Debt, Maturity Date [1]       Mar. 01, 1930            
Property Debt, Interest Rate, LIBOR [1],[15]       4.00            
Estuary Urban Renewal Unit B, LLC [Member] | Permanent Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Maximum borrowing capacity       $ 57,000,000            
RiverPark At Harrison I, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item       141 [3]         141  
Company's Effective Ownership %       45.00% [2],[3]         36.00%  
Carrying Amount [3]       $ 2,544,000 4,744,000          
Property Debt, Balance       $ 30,000,000 [3]         $ 30,000,000  
Property Debt, Maturity Date [3]       Aug. 01, 2025            
Property Debt, Interest Rate, LIBOR [3],[16]       3.70            
RiverPark At Harrison I, L.L.C. [Member] | Permanent Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Maximum borrowing capacity       $ 23,400,000            
Capitol Place Mezz LLC [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item       378            
Company's Effective Ownership % [2]       50.00%            
Carrying Amount       $ 46,267,000 49,327,000          
Property Debt, Balance       $ 100,700,000            
Property Debt, Maturity Date       Jul. 01, 2033            
Property Debt, Interest Rate [17]       4.82%            
Capitol Place Mezz LLC [Member] | Construction/Permanent Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Maximum borrowing capacity       $ 100,700,000            
Harborside Unit A Urban Renewal, LLC [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item       763            
Company's Effective Ownership % [2]       85.00%            
Carrying Amount       $ 96,799,000 34,954,000          
Property Debt, Balance       $ 63,871,000            
Property Debt, Maturity Date       Aug. 01, 2029            
Property Debt, Interest Rate [18]       5.197%            
Harborside Unit A Urban Renewal, LLC [Member] | Construction/Permanent Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Maximum borrowing capacity       $ 192,000,000            
RoseGarden Monaco, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item       250            
Company's Effective Ownership % [2]       41.67%            
Carrying Amount       $ 1,339,000 1,283,000          
Grand Jersey Waterfront Urban Renewal Associates, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item       850            
Company's Effective Ownership % [2]       50.00%            
Carrying Amount       $ 337,000 337,000          
Red Bank Corporate Plaza, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Square feet | ft²       92,878            
Company's Effective Ownership % [2]       50.00%            
Carrying Amount       $ 4,140,000 3,963,000          
Property Debt, Balance       $ 15,124,000            
Property Debt, Maturity Date       May 17, 2016            
Property Debt, Interest Rate       3.99375%            
Property Debt, Interest Rate, LIBOR [19]       L+3.00            
Property Debt, Interest Rate, Spread Over LIBOR [19]       3.00%            
Notional amount       $ 13,650,000            
12 Vreeland Associates, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Square feet | ft²       139,750            
Company's Effective Ownership % [2]       50.00%            
Carrying Amount       $ 5,890,000 5,620,000          
Property Debt, Balance       $ 12,543,000            
Property Debt, Maturity Date       Jul. 01, 2023            
Property Debt, Interest Rate       2.87%            
BNES Associates III [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Square feet | ft²       106,345            
Company's Effective Ownership % [2]       31.25%            
Carrying Amount       $ 2,295,000 1,993,000          
Property Debt, Balance       $ 6,133,000            
Property Debt, Maturity Date       Nov. 01, 2023            
Property Debt, Interest Rate       4.76%            
Hillsborough 206 Holdings, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Square feet | ft²       160,000            
Company's Effective Ownership % [2]       50.00%            
Carrying Amount       $ 1,962,000 1,962,000          
KPG-P 100 IMW JV, LLC [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Square feet | ft²       339,615            
Company's Effective Ownership % [2]       33.33%            
Property Debt, Balance       $ 61,500,000            
Property Debt, Maturity Date       Sep. 09, 2016            
Property Debt, Interest Rate, LIBOR [20]       L+7.00            
Property Debt, Interest Rate, Spread Over LIBOR [20]       7.00%            
Number of extension options | item       2            
Loan extension period       1 year            
Keystone-Penn [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Square feet | ft²       1,842,820 [3]     236,417      
Company's Effective Ownership % [2],[3],[21]                  
Carrying Amount       $ 0            
Property Debt, Balance       227,111,000 [3],[22]     $ 45,500,000 $ 31,800,000    
Keystone-Penn [Member] | Principal Balance Due August 27, 2023 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 127,600,000            
Property Debt, Maturity Date       Aug. 27, 2023            
Property Debt, Interest Rate       5.114%            
Keystone-Penn [Member] | Principal Balance Due September 6, 2026 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 45,500,000            
Property Debt, Maturity Date       Sep. 06, 2025            
Property Debt, Interest Rate       5.01%            
Keystone-Penn [Member] | Principal Balance Due August 27, 2016 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 32,336,000            
Property Debt, Maturity Date       Aug. 27, 2016            
Keystone-Penn [Member] | Principal Balance Due August 27, 2016 [Member] | Minimum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Interest Rate, Spread Over LIBOR       5.00%            
Keystone-Penn [Member] | Principal Balance Due August 27, 2016 [Member] | Maximum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Interest Rate, Spread Over LIBOR       5.75%            
Keystone-Penn [Member] | Principal Balance Due January 9, 2019 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 11,250,000            
Property Debt, Maturity Date       Jan. 09, 2019            
Property Debt, Interest Rate, Spread Over LIBOR       5.50%            
Keystone-Penn [Member] | Principal Balance Due August 31, 2016 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 10,425,000            
Property Debt, Maturity Date       Aug. 31, 2016            
Property Debt, Interest Rate, Spread Over LIBOR       6.00%            
Keystone-Penn [Member] | Keystone Property Group [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Internal rate of return       15.00%            
Keystone-Penn [Member] | Parent Company [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Internal rate of return       10.00%            
Keystone-TriState [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Square feet | ft²       1,266,384            
Company's Effective Ownership % [2],[23]                  
Carrying Amount       $ 3,958,000 6,140,000          
Property Debt, Balance [24]       $ 208,476,000            
Property Debt, Interest Rate       4.88%            
Capital balance in properties in which senior pari passu interest is held       $ 4,000,000            
Number of properties with senior pari passu interest | property       5            
Keystone-TriState [Member] | Principal Balance Due July 1, 2017 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 42,107,000            
Property Debt, Maturity Date       Jul. 01, 2017            
Property Debt, Interest Rate       4.95%            
Keystone-TriState [Member] | Principal Balance Due September 9, 2017 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 73,670,000            
Property Debt, Maturity Date       Sep. 09, 2017            
Keystone-TriState [Member] | Principal Balance Due September 9, 2017 [Member] | Minimum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Interest Rate       5.65%            
Keystone-TriState [Member] | Principal Balance Due September 9, 2017 [Member] | Maximum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Interest Rate       6.75%            
Keystone-TriState [Member] | Principal Balance Due July 6, 2024 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 14,250,000            
Property Debt, Maturity Date       Jul. 06, 2024            
Keystone-TriState [Member] | Principal Balance Due July 6, 2044 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 63,400,000            
Property Debt, Maturity Date       Jul. 06, 2044            
Property Debt, Interest Rate       4.93%            
Keystone-TriState [Member] | Principal Balance Due August 6, 2044 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 15,050,000            
Property Debt, Maturity Date       Aug. 06, 2044            
Property Debt, Interest Rate       4.71%            
Keystone-TriState [Member] | Keystone Property Group [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Internal rate of return       15.00%            
Keystone-TriState [Member] | Parent Company [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Internal rate of return       10.00%            
KPG-MCG Curtis JV, LLC [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Square feet | ft² [25],[26]       885,000            
Company's Effective Ownership % [2],[25],[26]       50.00%            
Carrying Amount [25],[26]       $ 59,858,000 59,911,000          
Plaza VIII & IX Associates, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Square feet | ft²       1,225,000            
Company's Effective Ownership % [2]       50.00%            
Carrying Amount       $ 4,055,000 4,022,000          
Roseland/North Retail, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Square feet | ft² [1]       30,745            
Company's Effective Ownership % [1],[2]       20.00%            
Carrying Amount [1]       $ 1,758,000 1,828,000          
South Pier At Harborside [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item [27],[28]       350            
Company's Effective Ownership % [2],[27],[28]       50.00%            
Property Debt, Balance [27],[28]       $ 63,741,000            
Accounts payable, accrued expenses and other liabilities       3,317,000 1,854,000          
Letter of credit       3,600,000            
South Pier At Harborside [Member] | Variable Rate Loan Due August 1, 2020 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 3,594,000            
Property Debt, Maturity Date       Aug. 01, 2020            
Letter of credit       $ 3,600,000            
South Pier At Harborside [Member] | Variable Rate Loan Due August 1, 2020 [Member] | Minimum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Interest Rate       6.09%            
South Pier At Harborside [Member] | Variable Rate Loan Due August 1, 2020 [Member] | Maximum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Interest Rate       6.62%            
Stamford SM LLC [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Company's Effective Ownership % [2],[29]       80.00%            
Stamford SM LLC [Member] | Mezz Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Collection of notes receivable       $ 47,200,000            
Stamford SM LLC [Member] | Parent Company [Member] | Mezz Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Collection of notes receivable       37,800,000            
Other [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Carrying Amount [30]       $ 1,467,000 907,000          
The Shops At 40 Park Property [Member] | Rosewood Morristown, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Square feet | ft²       50,973            
Residual ownership interest       12.50%            
Additional borrowing capacity       $ 1,000,000            
The Shops At 40 Park Property [Member] | Rosewood Morristown, L.L.C. [Member] | Amortization Loan [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 6,455,000            
Property Debt, Maturity Date       Aug. 01, 2018            
Property Debt, Interest Rate       3.63%            
Lofts At 40 Park Property [Member] | Rosewood Morristown, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item       59            
Property Debt, Balance       $ 1,117,000            
Property Debt, Maturity Date       Sep. 01, 2016            
Property Debt, Interest Rate, Spread Over LIBOR       2.50%            
Indirect ownership interest       25.00%            
Number of stories | item       5            
Metropolitan Property [Member] | Rosewood Morristown, L.L.C. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 38,410,000            
Property Debt, Maturity Date       Sep. 01, 2020            
Property Debt, Interest Rate       3.25%            
Port Imperial North Land [Member] | Roseland/Port Imperial Partners, L.P. [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item       836            
Residual ownership interest       20.00%            
Hotel [Member] | South Pier At Harborside [Member] | 6.15% Mortgage Loan Due November 2016 [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Balance       $ 60,147,000            
Property Debt, Maturity Date       Nov. 01, 2016            
Property Debt, Interest Rate       6.15%            
Multi-Family Properties [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Number of apartments | item       5,644            
Overlook Ridge Properties [Member] | Consolidated Land [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Percentage of interest in developable land 100.00%                  
Overlook Ridge Properties [Member] | Consolidated Land [Member] | Minimum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Interest Rate, Spread Over LIBOR 2.50%                  
Overlook Ridge Properties [Member] | Consolidated Land [Member] | Maximum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Property Debt, Interest Rate, Spread Over LIBOR 3.50%                  
Overlook Ridge Properties [Member] | Multi-Family Properties [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Indirect ownership interest 50.00%                  
Number of properties in which additional interest was acquired during period | property 2                  
Keystone Portfolio [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Capital balance in properties in which senior pari passu interest is held         $ 7,300,000          
Number of properties with senior pari passu interest | property         5          
Sales proceeds         $ 196,800,000          
Keystone Portfolio [Member] | Parent Company [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Internal rate of return       10.00%            
Keystone Portfolio [Member] | Keystone Entities [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Internal rate of return       15.00%            
[1] The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the Company is not expected to meaningfully participate in the venture's cash flows in the near term.
[2] Company's effective ownership % represents the Company's entitlement to residual distributions after payments of priority returns, where applicable.
[3] See discussion in Recent Transactions following in this footnote.
[4] Property debt balance consists of: (i) a loan, collateralized by the Metropolitan at 40 Park, with a balance of $38,410, bears interest at 3.25 percent, matures in September 2020; (ii) an amortizable loan, collateralized by the Shops at 40 Park, with a balance of $6,455, bears interest at 3.63 percent, matures in August 2018; and (iii) a loan, collateralized by the Lofts at 40 Park, with a balance of $1,117, bears interest at LIBOR plus 250 basis points and matures in September 2016. The Shops at 40 Park mortgage loan also provides for additional borrowing proceeds of $1 million based on certain preferred thresholds being achieved.
[5] The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the payment of the outstanding balance remaining on a note ($975 as of December 31, 2015), and is not expected to meaningfully participate in the venture's cash flows in the near term.
[6] Through the joint venture, the Company also owns a 12.5 percent interest in a 50,973 square feet retail building ("Shops at 40 Park") and a 25 percent interest in a to-be-built 59-unit, five story multi-family rental development property ("Lofts at 40 Park
[7] The construction loan has a maximum borrowing amount of $55,500 and provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points each. The joint venture has a swap agreement that fixes the all-in rate to 3.0875 percent per annum on an initial notional amount of $1,840, increasing to $52,000, for the period from September 3, 2013 to November 2, 2015.
[8] The permanent loan has a maximum borrowing amount of $80,249.
[9] The construction loan with a maximum borrowing amount of $91,000 converted to a permanent loan on February 27, 2015.
[10] The Company also owns a 50 percent interest in a vacant land to accommodate the development of approximately 295 additional units of which 252 are currently approved.
[11] The construction loan has a maximum borrowing amount of $42,500 and provides, subject to certain conditions, two two-year extension options with a fee of 12.5 basis points for the first two-year extension and 25 basis points for the second two-year extension.
[12] The construction loan has a maximum borrowing amount of $73,350 and provides, subject to certain conditions, one-year extension option followed by a six-month extension option with a fee of 25 basis points each. The joint venture has a swap agreement that fixes the all-in rate to 2.79 percent per annum on an initial notional amount of $1,620, increasing to $69,500 for the period from July 1, 2013 to January 1, 2016.
[13] The Company also owns a 20 percent residual interest in undeveloped land parcels: parcels 6, I, and J ("Port Imperial North Land") that can accommodate the development of 836 apartment units.
[14] The construction loan has a maximum borrowing amount of $77,400 and provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points for each year.
[15] The construction loan with a maximum borrowing amount of $57,000 converted to a permanent loan on February 27, 2015.
[16] The construction loan with a maximum borrowing amount of $23,400 converted to a permanent loan on July 14, 2015. See discussion in Recent Transactions following in this footnote.
[17] The construction/permanent loan has a maximum borrowing amount of $100,700 with amortization starting in August 2017.
[18] The construction/permanent loan has a maximum borrowing amount of $192,000.
[19] The joint venture has a swap agreement that fixes the all-in rate to 3.99375 percent per annum on an initial notional amount of $13,650 and then adjusting in accordance with an amortization schedule, which is effective from October 17, 2011 through loan maturity.
[20] The mortgage loan has two one-year extension options, subject to certain conditions.
[21] The Company's equity interests in the joint ventures will be subordinated to Keystone Entities receiving a 15 percent internal rate of return ("IRR") after which the Company will receive a 10 percent IRR on its subordinate equity and then all profit will be split equally. See discussion in Recent Transactions following in this footnote.
[22] Principal balance of $127,600 bears interest at 5.114 percent and matures on August 27, 2023; principal balance of $45,500 bears interest at 5.01 percent and matures on September 6, 2025; principal balance of $32,336 bears interest at rates ranging from LIBOR+5.0 percent to LIBOR+5.75 percent and matures on August 27, 2016; principal balance of $11,250 bears interest at LIBOR+5.5 percent and matures on January 9, 2019; principal balance of $10,425 bears interest at LIBOR+6.0 percent matures on August 31, 2016.
[23] Includes the Company's pari-passu interests of $4.0 million in five properties and Company's subordinated equity interests to Keystone Entities receiving a 15 percent internal rate of return ("IRR") after which the Company will receive a 10 percent IRR on its subordinate equity and then all profit will be split equally.
[24] Principal balance of $42,107 bears interest at 4.95 percent and matures on July 1, 2017; principal balance of $73,670 bears interest at rates ranging from 5.65 percent to 6.75 percent and matures on September 9, 2017; principal balance of $14,250 bears interest at 4.88 percent and matures on July 6, 2024; principal balance of $63,400 bears interest at 4.93 percent and matures on July 6, 2044; principal balance of $15,050 bears interest at 4.71 percent and matures on August 6, 2044.
[25] Includes undivided interests in the same manner as investments in noncontrolling partnership, pursuant to ASC 970-323-25-12.
[26] See Note 10: Mortgages, Loans Payable and Other Obligations for debt secured by interests in these assets.
[27] Balance includes: (i) mortgage loan, collateralized by the hotel property, with a balance of $60,147, bears interest at 6.15 percent and matures in November 2016, and (ii) loan with a balance of $3,594, bears interest at fixed rates ranging from 6.09 percent to 6.62 percent and matures in August 1, 2020. The Company posted a $3.6 million letter of credit in support of this loan, half of which is indemnified by the partner.
[28] The negative carrying value for this venture of $3,317 and $1,854 as of December 31, 2015 and 2014, respectively, were included in accounts payable, accrued expenses and other liabilities.
[29] The joint venture collected net proceeds of $47.2 million at maturity, of which the Company received its share of $37.8 million on August 6, 2014.
[30] The Company owns other interests in various unconsolidated joint ventures, including interests in assets previously owned and interest in ventures whose businesses are related to its core operations. These ventures are not expected to significantly impact the Company's operations in the near term.
v3.3.1.900
Investments In Unconsolidated Joint Ventures (Summary Of Company's Equity In Earnings (Loss) Of Unconsolidated Joint Ventures) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures $ (3,172) $ (2,423) $ (2,327)
Marbella RoseGarden, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures 231 (19) (540)
RoseGarden Monaco Holdings, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (1,224) (1,040) (1,560)
Rosewood Lafayette Holdings, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (62) (853) (1,131)
PruRose Port Imperial South 15, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures     (606)
Rosewood Morristown, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (364) (345) (509)
Overlook Ridge JV 2C/3B, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (371) (384) 293
PruRose Riverwalk G, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (955) (2,139) (985)
Elmajo Urban Renewal Associates, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures   (203) (345)
Crystal House Apartments Investors LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (123) (139) (2,639)
Portside Master Company, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (1,736) (1,163) (421)
PruRose Port Imperial South 13, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (988) (863) (664)
Roseland/Port Imperial Partners, L.P. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (474) (646) (740)
RoseGarden Marbella South, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures     (57)
Estuary Urban Renewal Unit B, LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures 1 (15) (157)
RiverPark At Harrison I, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (363) (150)  
Capitol Place Mezz LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (3,687) (75)  
Harborside Unit A Urban Renewal, LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures   (218)  
Grand Jersey Waterfront Urban Renewal Associates, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (32) (54) (77)
Red Bank Corporate Plaza, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures 392 380 372
12 Vreeland Associates, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures 270 106 74
BNES Associates III [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures 115 240 (14)
Hillsborough 206 Holdings, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (5) (10) (35)
KPG-P 100 IMW JV, LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (800) (1,887) (913)
Keystone-Penn [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures 3,812    
Keystone-TriState [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (2,182) (318)  
KPG-MCG Curtis JV, LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures 475 624  
Plaza VIII & IX Associates, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures 344 320 99
Roseland/North Retail, L.L.C. [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures (70) (102) (230)
South Pier At Harborside [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures 3,036 2,602 2,519
Stamford SM LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures   2,337 3,719
Other [Member]      
Schedule of Equity Method Investments [Line Items]      
Company's equity in earnings (loss) of unconsolidated joint ventures $ 1,588 $ 1,591 $ 2,220
v3.3.1.900
Investments In Unconsolidated Joint Ventures (Summary Of Financial Position Of Unconsolidated Joint Ventures) (Details) - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Investments In Unconsolidated Joint Ventures [Abstract]    
Rental property, net $ 1,781,621 $ 1,534,812
Other assets 307,000 398,222
Total assets 2,088,621 1,933,034
Mortgages and loans payable 1,298,293 1,060,020
Other liabilities 215,951 211,340
Partners'/members' capital 574,377 661,674
Total liabilities and partners'/members' capital $ 2,088,621 $ 1,933,034
v3.3.1.900
Investments In Unconsolidated Joint Ventures (Summary Of Results Of Operations Of Unconsolidated Joint Ventures) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Investments In Unconsolidated Joint Ventures [Abstract]      
Total revenues $ 318,980 $ 305,034 $ 255,510
Operating and other expenses (220,982) (233,320) (217,739)
Depreciation and amortization (71,711) (42,985) (32,889)
Interest expense (52,972) (32,862) (16,709)
Net loss $ (26,685) $ (4,133) $ (11,827)
v3.3.1.900
Deferred Charges, Goodwill And Other Assets, Net (Schedule Of Deferred Charges, Goodwill And Other Assets) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Deferred Charges, Goodwill And Other Assets [Line Items]      
Deferred leasing costs $ 239,690 $ 239,138  
Deferred financing costs 23,723 24,042  
Deferred charges, gross 263,413 263,180  
Accumulated amortization (126,816) (122,358)  
Deferred charges, net 136,597 140,822  
Notes receivable [1] 13,496 21,491  
In-place lease values, related intangibles and other assets, net 10,931 6,565  
Goodwill 2,945 2,945  
Prepaid expenses and other assets, net [2] 49,408 32,827  
Total deferred charges, goodwill and other assets, net 213,377 204,650  
Lease revenue 487,041 516,727 $ 540,165
Acquired Above And Below Market Lease Intangibles [Member]      
Deferred Charges, Goodwill And Other Assets [Line Items]      
Lease revenue 200 $ 700 $ 1,500
Acquisition-related Costs [Member]      
Deferred Charges, Goodwill And Other Assets [Line Items]      
Deposits for acquisitions and developments 15,100    
Mortgage Receivable [Member]      
Deferred Charges, Goodwill And Other Assets [Line Items]      
Notes receivable $ 10,400    
Spread over LIBOR 6.00%    
Interest-Free Notes Receivable [Member]      
Deferred Charges, Goodwill And Other Assets [Line Items]      
Notes receivable $ 3,100    
[1] Includes as of December 31, 2015: a mortgage receivable for $10.4 million which bears interest at LIBOR plus six percent and matures in August 2016; and an interest-free note receivable with a net present value of $3.1 million and matures in April 2023. The Company believes these balances are fully collectible.
[2] Includes as of December 31, 2015, deposits of $15.1 million for acquisitions and developments.
v3.3.1.900
Deferred Charges, Goodwill And Other Assets (Summary Of Scheduled Amortization) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]      
2016 $ (431)    
2017 (369)    
2018 (356)    
2019 (373)    
2020 (320)    
Above-Market Leases [Member]      
Finite-Lived Intangible Assets [Line Items]      
2016 (776)    
2017 (708)    
2018 (645)    
2019 (529)    
2020 (341)    
Acquired Below-Market Lease Intangibles [Member]      
Finite-Lived Intangible Assets [Line Items]      
2016 345    
2017 339    
2018 289    
2019 156    
2020 21    
In-Place Leases [Member]      
Finite-Lived Intangible Assets [Line Items]      
2016 2,399    
2017 2,093    
2018 1,175    
2019 979    
Amortization expense $ 1,400 $ 6,900 $ 10,700
v3.3.1.900
Deferred Charges, Goodwill and Other Assets, Net (Summary Of Notional Amount And Fair Value Of Derivative Financial Instruments) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Derivatives, Fair Value [Line Items]    
Fair Value $ 2,000 $ 95,000
Loss In Derivative Financial Instruments [Member]    
Derivatives, Fair Value [Line Items]    
Interest and other investment income (loss) (93,000) (79,000)
LIBOR Cap One [Member]    
Derivatives, Fair Value [Line Items]    
Notional Value [1] $ 51,000,000  
Strike Rate 1.50%  
Effective Date Sep. 01, 2014  
Expiration Date Oct. 01, 2015  
Fair Value   1,000
LIBOR Cap Two [Member]    
Derivatives, Fair Value [Line Items]    
Notional Value [1] $ 24,000,000  
Strike Rate 1.50%  
Effective Date Sep. 01, 2014  
Expiration Date Oct. 01, 2015  
Fair Value   1,000
LIBOR Cap Three [Member]    
Derivatives, Fair Value [Line Items]    
Notional Value [1] $ 51,000,000  
Strike Rate 1.75%  
Effective Date Oct. 01, 2015  
Expiration Date Oct. 01, 2016  
Fair Value $ 1,000 64,000
LIBOR Cap Four [Member]    
Derivatives, Fair Value [Line Items]    
Notional Value [1] $ 24,000,000  
Strike Rate 1.75%  
Effective Date Oct. 01, 2015  
Expiration Date Oct. 01, 2016  
Fair Value $ 1,000 $ 29,000
[1] The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks.
v3.3.1.900
Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Restricted Cash [Abstract]    
Security deposits $ 7,785 $ 7,795
Escrow and other reserve funds 27,558 26,450
Total restricted cash $ 35,343 $ 34,245
v3.3.1.900
Discontinued Operations (Narrative) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2015
USD ($)
ft²
item
Dec. 31, 2014
USD ($)
ft²
property
Dec. 31, 2013
USD ($)
ft²
property
item
Discontinued Operations [Abstract]      
Number of properties sold 6 16 24
Area of property sold (in square feet) | ft² 690,315 2,610,931 3,000,000
Number of land parcels sold | item     3
Sales proceeds | $ $ 148,256 $ 319,239 $ 390,600
v3.3.1.900
Discontinued Operations (Summary Of Income From Discontinued Operations And Related Realized And Unrealized Gains (Losses)) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Discontinued Operations [Abstract]      
Total revenues     $ 33,601
Operating and other expenses     (13,454)
Depreciation and amortization     (8,218)
Interest expense     (118)
Income from discontinued operations     11,811
Loss from early extinguishment of debt     (703)
Impairments [1]     (23,851)
Realized gains on disposition of rental property     83,371
Realized gains (losses) and unrealized losses on disposition of rental property and impairments, net     59,520
Total discontinued operations, net     70,628
Valuation allowance $ 22,400    
Sales proceeds 148,256 $ 319,239 $ 390,600
Gain (loss) on sale of property 53,261 54,848  
Rental property held for sale, net 94,995 264,391  
Accumulated depreciation $ 1,464,482 $ 1,414,305  
[1] Represents impairment charges recorded on certain properties prior to their sale.
v3.3.1.900
Senior Unsecured Notes (Narrative) (Details)
$ in Thousands
 12 Months Ended
Jan. 07, 2016
USD ($)
item
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Debt Instrument [Line Items]        
Senior Unsecured Notes   $ 1,268,844 $ 1,267,744  
Repayments of senior unsecured notes     350,000 $ 100,000
3.12% Senior Unsecured Notes Due January 2019 [Member]        
Debt Instrument [Line Items]        
Maturity date of the senior unsecured notes   Jan. 01, 2019    
5.800% Senior Unsecured Notes, Due January 15, 2016 [Member]        
Debt Instrument [Line Items]        
Senior Unsecured Notes [1]   $ 200,010 $ 200,086  
Interest rate of senior unsecured notes [1]   5.80%    
Maturity date of the senior unsecured notes [1]   Jan. 15, 2016    
Subsequent Event [Member] | 3.12% Senior Unsecured Notes Due January 2019 [Member]        
Debt Instrument [Line Items]        
Senior Unsecured Notes $ 350,000      
Interest rate of senior unsecured notes 3.12%      
Number of extension options | item 2      
Loan extension period 1 year      
Spread over LIBOR 1.40%      
Subsequent Event [Member] | 5.800% Senior Unsecured Notes, Due January 15, 2016 [Member]        
Debt Instrument [Line Items]        
Repayments of senior unsecured notes $ 200,000      
[1] On January 15, 2016, the Company repaid these notes at their maturity using proceeds from a new unsecured term loan and borrowings under the Company's unsecured revolving credit facility.
v3.3.1.900
Senior Unsecured Notes (Summary Of Senior Unsecured Notes) (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Debt Instrument [Line Items]        
Senior Unsecured Notes $ 1,267,744 $ 1,268,844 $ 1,267,744  
Loss from early extinguishment of debt 582   582 $ 156
5.800% Senior Unsecured Notes, Due January 15, 2016 [Member]        
Debt Instrument [Line Items]        
Senior Unsecured Notes [1] 200,086 $ 200,010 200,086  
Effective rate [1],[2]   5.806%    
Interest rate of senior unsecured notes [1]   5.80%    
Maturity date of the senior unsecured notes [1]   Jan. 15, 2016    
2.500% Senior Unsecured Notes Due December 15, 2017 [Member]        
Debt Instrument [Line Items]        
Senior Unsecured Notes 249,150 $ 249,446 249,150  
Effective rate [2]   2.803%    
Interest rate of senior unsecured notes   2.50%    
Maturity date of the senior unsecured notes   Dec. 15, 2017    
7.750% Senior Unsecured Notes, Due August 15, 2019 [Member]        
Debt Instrument [Line Items]        
Senior Unsecured Notes 249,013 $ 249,227 249,013  
Effective rate [2]   8.017%    
Interest rate of senior unsecured notes   7.75%    
Maturity date of the senior unsecured notes   Aug. 15, 2019    
4.500% Senior Unsecured Notes Due April 18, 2022 [Member]        
Debt Instrument [Line Items]        
Senior Unsecured Notes 299,565 $ 299,624 299,565  
Effective rate [2]   4.612%    
Interest rate of senior unsecured notes   4.50%    
Maturity date of the senior unsecured notes   Apr. 18, 2022    
3.150% Senior Unsecured Notes, Due May 15, 2023 [Member]        
Debt Instrument [Line Items]        
Senior Unsecured Notes $ 269,930 $ 270,537 $ 269,930  
Effective rate [2]   3.517%    
Interest rate of senior unsecured notes   3.15%    
Maturity date of the senior unsecured notes   May 15, 2023    
[1] On January 15, 2016, the Company repaid these notes at their maturity using proceeds from a new unsecured term loan and borrowings under the Company's unsecured revolving credit facility.
[2] Includes the cost of terminated treasury lock agreements (if any), offering and other transaction costs and the discount/premium on the notes, as applicable.
v3.3.1.900
Unsecured Revolving Credit Facility (Narrative) (Details)
 12 Months Ended
Jul. 15, 2013
USD ($)
Dec. 31, 2015
USD ($)
item
entity
Dec. 31, 2014
USD ($)
Line of Credit Facility [Line Items]      
Outstanding borrowings under the facility   $ 155,000,000 $ 0
Unsecured Revolving Credit Facility [Member]      
Line of Credit Facility [Line Items]      
Number of lending institutions | entity   17  
Borrowing capacity under the credit facility   $ 600,000,000  
Expandable borrowing capacity under the credit facility   $ 1,000,000,000  
Credit facility maturity date   Jul. 01, 2017  
Number of extension options | item   2  
Credit facility, extension period   6 months  
Line of credit facility, bid feature, current borrowing capacity   $ 300,000,000  
Terms of the unsecured facility   The terms of the unsecured facility include certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios of the facility described below, or (ii) the property dispositions are completed while the Company is under an event of default under the facility, unless, under certain circumstances, such disposition is being carried out to cure such default), and which require compliance with financial ratios relating to the maximum leverage ratio (60 percent), the maximum amount of secured indebtedness (40 percent), the minimum amount of fixed charge coverage (1.5 times), the maximum amount of unsecured indebtedness (60 percent), the minimum amount of unencumbered property interest coverage (2.0 times) and certain investment limitations (generally 15 percent of total capitalization).  
Terms of dividend restriction   If an event of default has occurred and is continuing, the Company will not make any excess distributions except to enable the Company to continue to qualify as a REIT under the Code. The Company was in compliance with its debt covenants under its revolving credit facility as of December 31, 2015.  
Unsecured Revolving Credit Facility Extension 1 [Member]      
Line of Credit Facility [Line Items]      
Credit facility extension fee, basis points   0.075%  
Unsecured Revolving Credit Facility Extension 2 [Member]      
Line of Credit Facility [Line Items]      
Credit facility extension fee, basis points   0.075%  
Previous Unsecured Revolving Credit Facility [Member]      
Line of Credit Facility [Line Items]      
Borrowing capacity under the credit facility $ 600,000,000    
Credit facility extension fee, basis points 0.25%    
Spread over LIBOR 1.25%    
Minimum [Member] | Unsecured Revolving Credit Facility [Member]      
Line of Credit Facility [Line Items]      
Fixed charge coverage ratio | item   1.5  
Unencumbered property interest coverage | item   2.0  
Maximum [Member] | Unsecured Revolving Credit Facility [Member]      
Line of Credit Facility [Line Items]      
Leverage ratio   60.00%  
Secured indebtedness   40.00%  
Unsecured indebtedness   60.00%  
Investment limitations as a percentage of total capitalization   15.00%  
v3.3.1.900
Unsecured Revolving Credit Facility (Change In The Operating Partnership's Unsecured Debt Ratings) (Details) - Unsecured Revolving Credit Facility [Member]
 12 Months Ended
Dec. 31, 2015
No Ratings Or Less Than Baa3 [Member] | No Ratings Or Less Than BBB- [Member]  
Line of Credit Facility [Line Items]  
Unsecured Debt Ratings No ratings or less than BBB-/Baa3
Interest Rate - Applicable Basis Points Above LIBOR 1.70%
Facility Fee Basis Points 0.35%
Baa3 [Member] | BBB- [Member]  
Line of Credit Facility [Line Items]  
Unsecured Debt Ratings BBB- or Baa3 (current)
Interest Rate - Applicable Basis Points Above LIBOR 1.30%
Facility Fee Basis Points 0.30%
Baa2 [Member] | BBB [Member]  
Line of Credit Facility [Line Items]  
Unsecured Debt Ratings BBB or Baa2
Interest Rate - Applicable Basis Points Above LIBOR 1.10%
Facility Fee Basis Points 0.20%
Baa1 [Member] | BBB+ [Member]  
Line of Credit Facility [Line Items]  
Unsecured Debt Ratings BBB+ or Baa1
Interest Rate - Applicable Basis Points Above LIBOR 1.00%
Facility Fee Basis Points 0.15%
A3 Or Higher [Member] | A- Or Higher [Member]  
Line of Credit Facility [Line Items]  
Unsecured Debt Ratings A- or A3 or higher
Interest Rate - Applicable Basis Points Above LIBOR 0.925%
Facility Fee Basis Points 0.125%
v3.3.1.900
Mortgages, Loans Payable And Other Obligations (Narrative) (Details)
 12 Months Ended
Dec. 31, 2015
USD ($)
property
item
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Debt Instrument [Line Items]      
Cash paid for interest $ 115,123,000 $ 119,664,000 $ 123,213,000
Interest capitalized 16,217,000 15,470,000 12,885,000
Total indebtedness $ 2,154,920,000 $ 2,088,654,000  
Total indebtedness, weighted average interest rate 5.22% 5.64%  
Projects Under Development And Developable Land [Member]      
Debt Instrument [Line Items]      
Number of projects with encumbered company mortgages | item 4    
Carrying value of encumbered properties $ 215,000,000    
Other Property [Member]      
Debt Instrument [Line Items]      
Number of properties with encumbered company mortgages | property 23    
Carrying value of encumbered properties $ 739,000,000    
Revolving Credit Facility Borrowing And Other Variable Rate Mortgage Debt [Member]      
Debt Instrument [Line Items]      
Total indebtedness $ 292,399,000 $ 159,860,000  
Total indebtedness, weighted average interest rate 2.81% 3.83%  
Fixed Rate Debt And Other Obligations [Member]      
Debt Instrument [Line Items]      
Total indebtedness $ 1,862,521,000 $ 1,928,794,000  
Total indebtedness, weighted average interest rate 5.60% 5.79%  
Unconsolidated Joint Venture [Member]      
Debt Instrument [Line Items]      
Interest capitalized $ 5,325,000 $ 4,646,000 $ 1,326,000
v3.3.1.900
Mortgages, Loans Payable And Other Obligations (Summary Of Mortgages, Loans Payable And Other Obligations) (Details)
$ in Thousands
 12 Months Ended
Mar. 27, 2015
Aug. 15, 2014
Dec. 31, 2015
USD ($)
property
item
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Debt Instrument [Line Items]          
Mortgages, loans payable and other obligations     $ 731,076 $ 820,910  
Loss from early extinguishment of debt         $ 703
Repayment of mortgages, loans payable and other obligations     $ 43,133 83,808 $ 20,715
Minimum [Member]          
Debt Instrument [Line Items]          
Percentage of interest in venture     7.50%    
Maximum [Member]          
Debt Instrument [Line Items]          
Percentage of interest in venture     85.00%    
Overlook - Site IIID, IIIC, IIIA, And IIB [Member]          
Debt Instrument [Line Items]          
Property Name [1]     Overlook - Site IIID,IIIC, IIIA & Overlook - Site IIB    
Lender [1]     Wells Fargo Bank N.A.    
Mortgages, loans payable and other obligations [1]     23,047  
10 Independence, 4 Sylvan, 210 Clay, And 5 Becker [Member}          
Debt Instrument [Line Items]          
Property Name [2]     10 Independence, 4 Sylvan, 210 Clay, & 5 Becker    
Lender [2]     Wells Fargo CMBS    
Mortgages, loans payable and other obligations [2]     58,696  
10 Independence, 4 Sylvan, 210 Clay, And 5 Becker [Member} | Minimum [Member]          
Debt Instrument [Line Items]          
Property Debt, Interest Rate, Spread Over LIBOR     10.26%    
10 Independence, 4 Sylvan, 210 Clay, And 5 Becker [Member} | Maximum [Member]          
Debt Instrument [Line Items]          
Property Debt, Interest Rate, Spread Over LIBOR     19.45%    
6 Becker, 85 Livingston, 75 Livingston & 20 Waterview [Member]          
Debt Instrument [Line Items]          
Property Name     6 Becker, 85 Livingston, 75 Livingston & 20 Waterview    
Lender     Wells Fargo CMBS    
Effective rate [3]     10.26%    
Mortgages, loans payable and other obligations     $ 63,279 65,035  
Loan maturity date [4]     Aug. 11, 2014    
Number of properties used to collateralized mortgage | property     4    
9200 Edmonston Road [Member]          
Debt Instrument [Line Items]          
Property Name     9200 Edmonston Road    
Lender     Principal Commercial Funding L.L.C.    
Effective rate [3]     9.78%    
Mortgages, loans payable and other obligations     $ 3,793 3,951  
Loan maturity date [5]     May 01, 2015    
Port Imperial South [Member]          
Debt Instrument [Line Items]          
Property Name     Port Imperial South    
Lender     Wells Fargo Bank N.A.    
LIBOR [3]     LIBOR+1.75    
Property Debt, Interest Rate, Spread Over LIBOR     1.75%    
Mortgages, loans payable and other obligations     $ 34,962 44,119  
Loan maturity date [6]     Jan. 17, 2016    
4 Becker [Member]          
Debt Instrument [Line Items]          
Property Name     4 Becker    
Lender     Wells Fargo CMBS    
Effective rate [3]     9.55%    
Mortgages, loans payable and other obligations     $ 40,083 39,421  
Loan maturity date     May 11, 2016    
Curtis Center [Member]          
Debt Instrument [Line Items]          
Property Name [7]     Curtis Center (g)    
Lender [7]     CCRE & PREFG    
LIBOR [3],[7],[8]     LIBOR+5.912    
Property Debt, Interest Rate, Spread Over LIBOR [8]     5.912%    
Mortgages, loans payable and other obligations [7]     $ 64,000 64,000  
Loan maturity date [7]     Oct. 09, 2016    
Percentage of interest in venture     50.00%    
Number of extension options | item     3    
Loan extension period     1 year    
Deferred financing costs amortization interest rate     1.362%    
Curtis Center [Member] | Senior Loan [Member]          
Debt Instrument [Line Items]          
Effective rate     3.491%    
Property Debt, Interest Rate, Spread Over LIBOR     3.29%    
Mortgages, loans payable and other obligations     $ 102,000    
Percentage of interest in venture     50.00%    
LIBOR measurement period     1 month    
Curtis Center [Member] | Mezzanine Loan [Member]          
Debt Instrument [Line Items]          
Effective rate     9.831%    
Property Debt, Interest Rate, Spread Over LIBOR     9.50%    
Mortgages, loans payable and other obligations     $ 26,000    
Percentage of interest in venture     50.00%    
Maximum borrowing capacity     $ 48,000    
LIBOR measurement period     1 month    
Various [Member]          
Debt Instrument [Line Items]          
Property Name [9]     Various (i)    
Lender [9]     Prudential Insurance    
Effective rate [3],[9]     6.332%    
Mortgages, loans payable and other obligations [9]     $ 143,513 145,557  
Loan maturity date [9]     Jan. 15, 2017    
Number of properties used to collateralized mortgage | property     7    
Repayment of mortgages, loans payable and other obligations     $ 61,100    
150 Main St [Member]          
Debt Instrument [Line Items]          
Property Name     150 Main St.    
Lender     Webster Bank    
LIBOR [3]     LIBOR+2.35    
Property Debt, Interest Rate, Spread Over LIBOR     2.35%    
Mortgages, loans payable and other obligations     $ 10,937 1,193 [10]  
Loan maturity date     Mar. 30, 2017    
150 Main St [Member] | Construction Loan [Member]          
Debt Instrument [Line Items]          
Maximum borrowing capacity     $ 28,800    
23 Main Street [Member]          
Debt Instrument [Line Items]          
Property Name     23 Main Street    
Lender     JPMorgan CMBS    
Effective rate [3]     5.587%    
Mortgages, loans payable and other obligations     $ 28,541 29,210  
Loan maturity date     Sep. 01, 2018    
Harborside Plaza 5 [Member]          
Debt Instrument [Line Items]          
Property Name     Harborside Plaza 5    
Lender     The Northwestern Mutual Life Insurance Co. & New York Life Insurance Co.    
Effective rate [3]     6.842%    
Mortgages, loans payable and other obligations     $ 217,736 221,563  
Loan maturity date     Nov. 01, 2018    
100 Walnut Avenue [Member]          
Debt Instrument [Line Items]          
Property Name     100 Walnut Avenue    
Lender     Guardian Life Insurance Co.    
Effective rate [3]     7.311%    
Mortgages, loans payable and other obligations     $ 18,273 18,542  
Loan maturity date     Feb. 01, 2019    
One River Center [Member]          
Debt Instrument [Line Items]          
Property Name [11]     One River Center (k)    
Lender [11]     Guardian Life Insurance Co.    
Effective rate [3],[11]     7.311%    
Mortgages, loans payable and other obligations [11]     $ 41,859 42,476  
Loan maturity date [11]     Feb. 01, 2019    
Number of properties used to collateralized mortgage | property     3    
Park Square [Member]          
Debt Instrument [Line Items]          
Property Name     Park Square    
Lender     Wells Fargo Bank N.A.    
LIBOR [3],[12]     LIBOR+1.872    
Property Debt, Interest Rate, Spread Over LIBOR [12]     1.872%    
Mortgages, loans payable and other obligations     $ 27,500 27,500  
Loan maturity date     Apr. 10, 2019    
Deferred financing costs amortization interest rate     0.122%    
Port Imperial South 4/5 Retail [Member]          
Debt Instrument [Line Items]          
Property Name     Port Imperial South 4/5 Retail    
Lender     American General Life & A/G PC    
Effective rate [3]     4.559%    
Mortgages, loans payable and other obligations     $ 4,000 4,000  
Loan maturity date     Dec. 01, 2021    
Port Imperial South 4/5 Garage [Member]          
Debt Instrument [Line Items]          
Property Name     Port Imperial South 4/5 Garage    
Lender     American General Life & A/G PC    
Effective rate [3]     4.853%    
Mortgages, loans payable and other obligations     $ 32,600 $ 32,600  
Loan maturity date     Dec. 01, 2029    
Unsecured Revolving Credit Facility [Member]          
Debt Instrument [Line Items]          
Maximum borrowing capacity     $ 600,000    
Number of extension options | item     2    
Unsecured Revolving Credit Facility [Member] | Overlook - Site IIID, IIIC, IIIA, And IIB [Member] | Minimum [Member]          
Debt Instrument [Line Items]          
Property Debt, Interest Rate, Spread Over LIBOR 2.50%        
Unsecured Revolving Credit Facility [Member] | Overlook - Site IIID, IIIC, IIIA, And IIB [Member] | Maximum [Member]          
Debt Instrument [Line Items]          
Property Debt, Interest Rate, Spread Over LIBOR 3.50%        
Consolidated Land [Member] | Overlook Ridge Properties [Member]          
Debt Instrument [Line Items]          
Percentage of interest in developable land   100.00%      
Consolidated Land [Member] | Overlook Ridge Properties [Member] | Minimum [Member]          
Debt Instrument [Line Items]          
Property Debt, Interest Rate, Spread Over LIBOR   2.50%      
Consolidated Land [Member] | Overlook Ridge Properties [Member] | Maximum [Member]          
Debt Instrument [Line Items]          
Property Debt, Interest Rate, Spread Over LIBOR   3.50%      
[1] On March 27, 2015, the Company repaid these loans, which had interest rates ranging from LIBOR plus 2.50 to 3.50 percent, at par, using borrowings on the Company's unsecured revolving credit facility.
[2] During the year ended December 31, 2015, the Company transferred the deeds for these properties to the lender in satisfaction of its obligations on the loans with interest rates ranging from 10.260% to 19.450%. See Note 3: Recent Transactions - Dispositions.
[3] Reflects effective rate of debt, including deferred financing costs, comprised of the cost of terminated treasury lock agreements (if any), debt initiation costs, mark-to-market adjustment of acquired debt and other transaction costs, as applicable.
[4] Mortgage is cross collateralized by the four properties. The loan was not repaid at maturity and the Company is in discussions with the lender regarding potential options in satisfaction of the obligation.
[5] Excess cash flow, as defined, is being held by the lender for re-leasing costs. The deed for the property was placed in escrow and is available to the lender in the event of default or non-payment at maturity. The mortgage loan was not repaid at maturity on May 1, 2015. The Company is in discussions with the lender regarding a further extension of the loan.
[6] The loan was repaid in full at maturity, using borrowings from the Company's revolving credit facility.
[7] The Company owns a 50 percent tenants-in-common interest in the Curtis Center property. The Company's $64.0 million loan consists of its 50 percent interest in a $102 million senior loan with a current rate of 3.491 percent at December 31, 2015 and its 50 percent interest in a $26 million mezzanine loan (with a maximum borrowing capacity of $48 million) with a current rate of 9.831 percent at December 31, 2015. The senior loan rate is based on a floating rate of one-month LIBOR plus 329 basis points and the mezzanine loan rate is based on a floating rate of one-month LIBOR plus 950 basis points. The Company has entered into LIBOR caps for the periods of the loans. The loans provide for three one-year extension options.
[8] The effective interest rate includes amortization of deferred financing costs of 1.362 percent.
[9] Mortgage is cross collateralized by seven properties. The Company has agreed, subject to certain conditions, to guarantee repayment of $61.1 million of the loan.
[10] This construction loan has a maximum borrowing capacity of $28.8 million.
[11] Mortgage is collateralized by the three properties comprising One River Center
[12] The effective interest rate includes amortization of deferred financing costs of 0.122 percent.
v3.3.1.900
Mortgages, Loans Payable And Other Obligatons (Schedule Of Principal Payments) (Details) - USD ($)
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Debt Disclosure [Abstract]      
Scheduled Amortization, 2016 $ 8,125,000    
Scheduled Amortization, 2017 7,275,000    
Scheduled Amortization, 2018 7,311,000    
Scheduled Amortization, 2019 723,000    
Scheduled Amortization, 2020 569,000    
Scheduled Amortization, Thereafter 5,759,000    
Scheduled Amortization, Sub-total 29,762,000    
Adjustment for unamortized debt discount, net, as of December 31, 2015 (6,704,000)    
Scheduled Ammortization, Total 23,058,000    
Principal Maturities, 2016 406,465,000    
Principal Maturities, 2017 557,088,000    
Principal Maturities, 2018 231,536,000    
Principal Maturities, 2019 331,567,000    
Principal Maturities, Thereafter 605,206,000    
Principal Maturities, Sub-total 2,131,862,000    
Principal Maturities, Total 2,131,862,000    
Total, 2016 414,590,000    
Total, 2017 564,363,000    
Total, 2018 238,847,000    
Total, 2019 332,290,000    
Total, 2020 569,000    
Total, Thereafter 610,965,000    
Total, Sub-total 2,161,624,000    
Adjustment for unamortized debt discount/premium, net, as of December 31, 2015     $ (6,704,000)
Total $ 2,154,920,000 $ 2,088,654,000  
v3.3.1.900
Employee Benefit 401(k) Plans And Deferred Retirement Compensation Agreements (Details) - USD ($)
 12 Months Ended
May. 11, 2015
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Minimum employee subscription rate, percentage of compensation   1.00%    
Maximum employee subscription rate, percentage of compensation   60.00%    
Employee pre-tax contributions vested percentage   100.00%    
Vesting rate   20.00%    
Percentage vested after total service period   100.00%    
Employees' vesting rights   Participants are always 100 percent vested in their pre-tax contributions and will begin vesting in any matching or profit sharing contributions made on their behalf after two years of service with the Company at a rate of 20 percent per year, becoming 100 percent vested after a total of six years of service with the Company.    
Expenses for employee benefit plan   $ 970,000 $ 0 $ 117,000
Minimum [Member]        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Employer contribution vesting period   2 years    
Maximum [Member]        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Employer contribution vesting period   6 years    
Messr Lefkowitz And Messr Thomas [Member]        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Expenses for employee benefit plan     1,200,000  
Messr Hersh [Member]        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Expenses for employee benefit plan $ 2,300,000      
Deferred Retirement Compensation Units [Member]        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Expenses for employee benefit plan   $ 0 $ 2,957,000 $ 595,000
v3.3.1.900
Disclosure Of Fair Value Of Assets And Liabilities (Narrative) (Details) - USD ($)
Dec. 31, 2015
Dec. 31, 2014
Disclosure Of Fair Value Of Assets And Liabilities [Abstract]    
Fair value of Company's long-term debt $ 2,160,034,000 $ 2,133,214,000
Book value of Company's long-term debt $ 2,154,920,000 $ 2,088,654,000
v3.3.1.900
Disclosure Of Fair Value Of Assets And Liabilities (Schedule Of Valuation Techniques And Significant Unobservable Inputs) (Details) - Level 3 [Member] - Discounted Cash Flow [Member]
 12 Months Ended
Dec. 31, 2015
USD ($)
Discount Rate [Member] | Suburban [Member]  
Fair Value Inputs, Assets, Quantitative Information [Line Items]  
Fair value $ 404,863,000
Discount Rate [Member] | Suburban [Member] | Minimum [Member]  
Fair Value Inputs, Assets, Quantitative Information [Line Items]  
Discount rate 8.00%
Discount Rate [Member] | Suburban [Member] | Maximum [Member]  
Fair Value Inputs, Assets, Quantitative Information [Line Items]  
Discount rate 15.00%
Discount Rate [Member] | Central Business District [Member] | Minimum [Member]  
Fair Value Inputs, Assets, Quantitative Information [Line Items]  
Discount rate 6.00%
Discount Rate [Member] | Central Business District [Member] | Maximum [Member]  
Fair Value Inputs, Assets, Quantitative Information [Line Items]  
Discount rate 9.50%
Exit Capitalization Rate [Member] | Suburban [Member] | Minimum [Member]  
Fair Value Inputs, Assets, Quantitative Information [Line Items]  
Discount rate 7.50%
Exit Capitalization Rate [Member] | Suburban [Member] | Maximum [Member]  
Fair Value Inputs, Assets, Quantitative Information [Line Items]  
Discount rate 9.00%
Exit Capitalization Rate [Member] | Central Business District [Member] | Minimum [Member]  
Fair Value Inputs, Assets, Quantitative Information [Line Items]  
Discount rate 5.00%
Exit Capitalization Rate [Member] | Central Business District [Member] | Maximum [Member]  
Fair Value Inputs, Assets, Quantitative Information [Line Items]  
Discount rate 5.75%
v3.3.1.900
Commitments And Contingencies (Tax Abatement Agreements) (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Harborside Financial Center Plaza 4-A [Member]      
Commitments And Contingencies [Line Items]      
Project period 20 years    
Percentage of PILOT on project costs 2.00%    
Total project costs $ 49,500,000    
Payments in lieu of property taxes (PILOT) $ 990,000 $ 990,000 $ 990,000
Harborside Financial Center Plaza 5 [Member]      
Commitments And Contingencies [Line Items]      
Project period 20 years    
Percentage of PILOT on project costs 2.00%    
Total project costs $ 170,900,000    
Payments in lieu of property taxes (PILOT) $ 3,400,000 $ 3,400,000 $ 3,400,000
Port Imperial South 4/5 Garage [Member]      
Commitments And Contingencies [Line Items]      
Project period 5 years    
Period of real estate taxes phase in 5 years    
Park Square [Member]      
Commitments And Contingencies [Line Items]      
Period of partial abatement of real estate taxes 4 years    
v3.3.1.900
Commitments And Contingencies (Ground Lease Agreements) (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Commitments And Contingencies [Abstract]      
Ground lease expense incurred $ 406,000 $ 406,000 $ 406,000
v3.3.1.900
Commitments And Contingencies (Roseland Contingent Consideration) (Narrative) (Details) - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Oct. 23, 2012
Business Acquisition, Contingent Consideration [Line Items]                        
(Increase) decrease in accounts receivable, net                 $ 2,178,000 $ (355,000) $ (248,000)  
Interest and other investment income $ 231,000 $ 5,000 $ 291,000 $ 267,000 $ 1,399,000 $ 908,000 $ 922,000 $ 386,000        
Roseland Partners, L.L.C. [Member]                        
Business Acquisition, Contingent Consideration [Line Items]                        
Fair value of contingent consideration $ 0               0     $ 10,000,000
Benefit related to change in fair value of Earn Out liability                 219,000      
Interest and other investment income                   $ 1,500,000 $ 2,300,000  
Purchase accounting adjustments                 $ 0      
Completion/Start Of Certain Developments [Member] | Minimum [Member]                        
Business Acquisition, Contingent Consideration [Line Items]                        
Probability of occurrence 92.00%               92.00%      
Completion/Start Of Certain Developments [Member] | Maximum [Member]                        
Business Acquisition, Contingent Consideration [Line Items]                        
Probability of occurrence 99.00%               99.00%      
Obtaining Of Tax Credits/Grants [Member]                        
Business Acquisition, Contingent Consideration [Line Items]                        
Probability of occurrence 50.00%               50.00%      
v3.3.1.900
Commitments And Contingencies (Departure Of Executive Officer) (Narrative) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 04, 2016
Dec. 31, 2014
Dec. 31, 2015
Commitments And Contingencies [Line Items]      
Severance benefits   $ 23,800  
Accounts payable, accrued expenses and other liabilities   126,971 $ 135,057
Employee Severance [Member]      
Commitments And Contingencies [Line Items]      
Accounts payable, accrued expenses and other liabilities   $ 11,600 $ 11,700
Subsequent Event [Member] | Employee Severance [Member]      
Commitments And Contingencies [Line Items]      
Payment to former executive officers $ 11,400    
v3.3.1.900
Commitments And Contingencies (Construction Projects) (Narrative) (Details)
 12 Months Ended
Oct. 06, 2015
USD ($)
item
Apr. 01, 2015
USD ($)
Aug. 15, 2014
USD ($)
Dec. 31, 2015
USD ($)
item
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 10, 2015
USD ($)
Commitments And Contingencies [Line Items]              
Amount outstanding       $ 155,000,000 $ 0    
Investment in unconsolidated joint ventures       78,027,000 67,325,000 $ 86,504,000  
Development of rental property       81,073,000 25,140,000 13,772,000  
Purchase price of property       $ 94,073,000 $ 91,813,000 $ 89,869,000  
Eastchester Project [Member]              
Commitments And Contingencies [Line Items]              
Percentage of interest in venture       76.25%      
Number of properties | item       108      
Costs of the project incurred       $ 14,700,000      
Delivery date to tenant       second quarter of 2016      
Project costs incurred to date       $ 29,600,000      
Amount of project costs funded by members       20,900,000      
Total project costs       50,000,000      
Amount to fund       6,200,000      
City Square Project [Member]              
Commitments And Contingencies [Line Items]              
Costs of the project incurred       9,100,000      
Total project costs       92,500,000      
Purchase price of property   $ 3,100,000          
Contingent consideration   $ 1,250,000          
Amount to fund       $ 41,900,000      
City Square Project Phase One [Member]              
Commitments And Contingencies [Line Items]              
Delivery date to tenant       second quarter 2017      
Number of units | item       237      
City Square Project Phase Two [Member]              
Commitments And Contingencies [Line Items]              
Number of units | item       128      
Construction Loan [Member] | City Square Project [Member]              
Commitments And Contingencies [Line Items]              
Maximum borrowing capacity       $ 0     $ 41,500,000
150 Main Street, L.L.C. [Member] | Construction Loan [Member] | Eastchester Project [Member]              
Commitments And Contingencies [Line Items]              
Maximum borrowing capacity       28,800,000      
Amount outstanding       10,900,000      
Overlook Ridge Properties [Member]              
Commitments And Contingencies [Line Items]              
Purchase price of property     $ 16,600,000        
Development Property [Member]              
Commitments And Contingencies [Line Items]              
Amount to fund $ 3,300,000            
Development Property [Member] | Chase II Project [Member]              
Commitments And Contingencies [Line Items]              
Costs of the project incurred       $ 22,100,000      
Delivery date to tenant       second quarter 2017      
Number of units | item       1,034      
Total project costs       $ 74,900,000      
Amount to fund       $ 4,800,000      
Development Property [Member] | Chase II Project, Initial Phase [Member]              
Commitments And Contingencies [Line Items]              
Number of units | item       292      
Development Property [Member] | Construction Loan [Member] | Chase II Project [Member]              
Commitments And Contingencies [Line Items]              
Maximum borrowing capacity       $ 48,000,000      
Amount outstanding       $ 0      
Unconsolidated Joint Venture Hotel [Member]              
Commitments And Contingencies [Line Items]              
Percentage of interest in venture 90.00%            
Costs of the project incurred $ 1,500,000            
Number of units | item       350      
Cash consideration 27,300,000            
Capital credit $ 23,700,000            
Unconsolidated Joint Venture Hotel [Member] | XS Port Imperial Hotel, LLC [Member]              
Commitments And Contingencies [Line Items]              
Number of units | item 364            
Ownership percentage of third party venture 10.00%            
Total project costs $ 105,900,000            
Unconsolidated Joint Venture Hotel [Member] | XS Hotel [Member]              
Commitments And Contingencies [Line Items]              
Cash consideration 3,000,000            
Unconsolidated Joint Venture Hotel [Member] | Construction Loan [Member] | Port Imperial Hotel [Member]              
Commitments And Contingencies [Line Items]              
Amount to fund $ 94,000,000            
v3.3.1.900
Commitments And Contingencies (Other) (Narrative) (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2015
USD ($)
property
Property Lock-Ups [Member]  
Commitments And Contingencies [Line Items]  
Number of properties | property 7
Properties aggregate net book value | $ $ 57.1
Expiration year 2016
Property Lock-Ups Expired [Member]  
Commitments And Contingencies [Line Items]  
Number of properties | property 110
Properties aggregate net book value | $ $ 1,300.0
v3.3.1.900
Commitments And Contingencies (Future Minimum Rental Payments Of Ground Leases) (Details)
$ in Thousands
Dec. 31, 2015
USD ($)
Commitments And Contingencies [Abstract]  
2016 $ 387
2017 267
2018 232
2019 235
2020 235
2021 through 2084 15,348
Total $ 16,704
v3.3.1.900
Tenant Leases (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2015
USD ($)
Property Subject to or Available for Operating Lease [Line Items]  
2016 $ 463,029
2017 423,654
2018 342,756
2019 280,123
2020 239,079
2020 and thereafter 902,403
Total $ 2,651,044
Tenant Leases [Member]  
Property Subject to or Available for Operating Lease [Line Items]  
Operating leases with various expiration dates through year Dec. 31, 2035
Multi-Family Properties [Member]  
Property Subject to or Available for Operating Lease [Line Items]  
Lease period 1 year
v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Share Repurchase Program And Dividend Reinvestment And Stock Purchase Plan) (Narrative) (Details)
 12 Months Ended 40 Months Ended
Dec. 31, 2015
USD ($)
shares
Dec. 31, 2015
USD ($)
shares
Stockolders Equity [Line Items]    
Date share repurchase program was initiated September 2012  
Capacity of share repurchase program $ 150,000,000 $ 150,000,000
Shares purchased and retired | shares   394,625
Aggregate cost of stock repurchased   $ 11,000,000
Capacity available for additional repurchase of outstanding common stock $ 139,000,000 $ 139,000,000
Dividend Reinvestment And Stock Purchase Plan [Member]    
Stockolders Equity [Line Items]    
Common stock reserved for future issuance | shares 5,500,000 5,500,000
Monthly cash investment without restriction, maximum $ 5,000  
v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Stock Options Plans) (Narrative) (Details)
 12 Months Ended
Jun. 05, 2015
item
$ / shares
shares
Dec. 31, 2015
USD ($)
$ / shares
shares
Dec. 31, 2014
USD ($)
$ / shares
shares
Dec. 31, 2013
USD ($)
May. 31, 2013
shares
May. 31, 2004
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock option terms   10 years        
Weighted average remaining contractual life   9 years 4 months 24 days 4 years 10 months 24 days      
Share price | $ / shares $ 17.31          
Share price - weighted average fair value of options granted | $ / shares   $ 3.06 $ 1.71      
Proceeds from stock options exercised | $   $ 0 $ 0 $ 0    
Stock options expense | $   $ 432,000 $ 4,000 $ 0    
Shares Under Options - Granted 800,000 800,000 5,000      
Common stock trade share price | $ / shares $ 25.00          
Annual installments | item 3          
Exercisable period   10 years        
Common stock trading days   30 days        
Three Equal Annual Installment [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Shares Under Options - Granted 400,000          
Common Stock Trades [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Shares Under Options - Granted 400,000          
2013 Incentive Stock Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Reserved stocks for issuance         4,600,000  
2004 Incentive Stock Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Reserved stocks for issuance           2,500,000
Shares issued   0        
Employee And Director Plan [Member] | Minimum [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Reserved stocks for issuance   2,700,000        
Employee And Director Plan [Member] | Maximum [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Reserved stocks for issuance   4,350,000        
2000 Employee Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Exercisable time period   5 years        
2000 Employee Plan [Member] | Minimum [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Reserved stocks for issuance   2,500,000        
2000 Employee Plan [Member] | Maximum [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Reserved stocks for issuance   4,000,000        
2000 Director Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Exercisable time period   1 year        
2000 Director Plan [Member] | Minimum [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Reserved stocks for issuance   200,000        
2000 Director Plan [Member] | Maximum [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Reserved stocks for issuance   350,000        
v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Restricted Stock Awards And Performance Share Units/TSR-Based Awards) (Narrative) (Details)
$ / shares in Units, $ in Millions
 12 Months Ended
Jun. 05, 2015
shares
May. 11, 2015
shares
Sep. 12, 2012
shares
Dec. 31, 2015
USD ($)
item
$ / shares
shares
Dec. 31, 2014
shares
Dec. 31, 2013
shares
Dec. 31, 2012
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Unvested performance shares         42,000 63,933  
Number of executive officers who departed | item       2      
Shares vested   84,000   250,132 183,214 149,463  
Shares granted and vested   126,000          
Unvested restricted stock outstanding       136,220 346,946 153,560 134,328
Shares granted       41,337 [1] 376,719 [2],[3],[4] 168,841 [5],[6]  
Messr Hersh [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Unvested performance shares         126,000    
Restricted Stock [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Restricted stock awards unvested shares outstanding, performance contingent       210,000      
Restricted Stock [Member] | 2013 Incentive Stock Plan [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock compensation vesting period       3 years      
Shares granted 37,550.54            
Restricted Stock [Member] | Minimum [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock compensation vesting period       1 year      
Restricted Stock [Member] | Maximum [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock compensation vesting period       7 years      
Unvested Restricted Stock [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Unvested restricted stock outstanding       98,669 136,946 409,294  
Ratified Restricted Stock Awards [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Shares vested       109,667      
Shares granted     319,667        
Ratified Restricted Stock Awards [Member] | Minimum [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock compensation vesting period       5 years      
Ratified Restricted Stock Awards [Member] | Maximum [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock compensation vesting period       7 years      
Total Stockholder Return Based Awards [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock compensation vesting period       4 years      
Shares vested   675   357      
Shares granted and vested       528      
Shares granted     5,160   1,032    
Value of common stock received upon vesting of awards | $ / shares       $ 1,000      
Shares issued   41,811   45,062      
Total unrecognized compensation cost | $       $ 2.0      
Total unrecognized compensation cost, period of recognition       1 year 9 months 18 days      
Performance Shares [Member] | 2013 Incentive Stock Plan [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Shares granted 112,651.64            
Performance period       3 years      
Performance Shares [Member] | Minimum [Member] | 2013 Incentive Stock Plan [Member] | Three Years Period Award [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Percentage of shares vested 0.00%            
Performance Shares [Member] | Maximum [Member] | 2013 Incentive Stock Plan [Member] | Three Years Period Award [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Percentage of shares vested 150.00%            
[1] Included in the 41,337 Restricted Stock Awards granted in 2015 were 37,551 awards granted to the Company's two executive officers, Mitchell E. Rudin and Michael J. DeMarco.
[2] Included in the 376,719 Restricted Stock Awards granted in 2014 were 8,211 awards granted to the Company's two executive officers, Anthony Krug and Gary Wagner.
[3] Includes 126,000 Performance Shares which were legally granted in 2013 for which future performance goals had not yet been set by the Committee. These awards were not considered granted for accounting purposes until these goals are set. These were considered granted in 2014 for accounting purposes in connection with the announcement of the departure of Mitchell E. Hersh in the fourth quarter 2014.
[4] Includes 42,000 Performance Shares which were legally granted in 2013 for which the 2014 performance goals were set by the Committee on March 31, 2014. Also includes 87,734 shares which were additionally considered granted for accounting purposes to two executive officers in connection with their departure effective March 31, 2014, which vested on April 1, 2014.
[5] Included in the 168,841 Restricted Stock Awards granted in 2013 were 106,933 awards granted to the Company's then four executive officers, Mitchell E. Hersh, Barry Lefkowitz, Roger W. Thomas and Anthony Krug.
[6] Includes 63,933 Performance Shares which were legally granted in 2013 for which the 2013 performance goals were not met, which may be earned if subsequent years' performance goals are met.
v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Deferred Stock Compensation Plan For Directors) (Narrative) (Details) - shares
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Mack-Cali Realty Corporation Stockholders' Equity [Abstract]      
Maximum percentage of retainer fee that directors may defer 100.00%    
Deferred stock units earned 19,702 20,261 22,392
Deferred stock units outstanding 178,039 157,730  
v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Earnings Per Share) (Narrative) (Details) - $ / shares
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Anti-dilutive securities excluded from the computation of earnings per share                 405,000 10,000 15,000  
Dividends declared per common share $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.30 $ 0.60 $ 0.75 $ 1.35  
Unvested restricted stock outstanding 136,220       346,946       136,220 346,946 153,560 134,328
Unvested Restricted Stock [Member]                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Unvested restricted stock outstanding 98,669       136,946       98,669 136,946 409,294  
v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Stock Option Plans) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jun. 05, 2015
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Mack-Cali Realty Corporation Stockholders' Equity [Abstract]        
Shares Under Options - Outstanding, beginning balance   10,000 15,000 183,870
Shares Under Options - Granted 800,000 800,000 5,000  
Shares Under Options - Lapsed or Cancelled   (5,000) (10,000)  
Shares Under Options - Exercised/Cancelled       (168,870)
Shares Under Options - Outstanding, ending balance   805,000 10,000 15,000
Shares Under Options - Available for grant   3,416,581    
Weighted Average Exercise Price - Outstanding, beginning balance   $ 33.36 $ 40.54 $ 29.51
Weighted Average Exercise Price - Granted   17.31 21.25  
Weighted Average Exercise Price - Lapsed or Cancelled   45.47 38.07 28.53
Weighted Average Exercise Price - Outstanding, ending balance   $ 17.33 33.36 40.54
Aggregate Intrinsic Value, Outstanding, ending balance   $ 4,843    
Outstanding stock option price range, lower range   $ 17.23 21.25 35.59
Outstanding stock option price range, upper range   $ 21.25 $ 45.47 $ 45.47
v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Weighted Average Assumptions) (Details)
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected life (in years)   6 years
Risk-free interest rate   1.50%
Volatility   20.26%
Dividend yield   5.65%
Time Vesting Options [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected life (in years) 6 years  
Risk-free interest rate 2.04%  
Volatility 29.00%  
Dividend yield 3.50%  
Price Vesting Options [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected life (in years) 5 years 9 months 18 days  
Risk-free interest rate 1.96%  
Volatility 29.00%  
Dividend yield 3.50%  
v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Restricted Stock Awards) (Details)
 12 Months Ended
May. 11, 2015
shares
Dec. 31, 2015
item
$ / shares
shares
Dec. 31, 2014
$ / shares
item
shares
Dec. 31, 2013
$ / shares
item
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares, Outstanding, Beginning balance   346,946 153,560 134,328
Shares, Granted   41,337 [1] 376,719 [2],[3],[4] 168,841 [5],[6]
Shares, Vested (84,000) (250,132) (183,214) (149,463)
Shares, Forfeited   (1,931) (119) (146)
Shares, Outstanding, Ending balance   136,220 346,946 153,560
Weighted-Average Grant-Date Fair Value, Outstanding beginning balance | $ / shares   $ 21.09 $ 25.20 $ 31.65
Weighted-Average Grant-Date Fair Value, Granted | $ / shares   17.51 [1] 20.04 [2],[3],[4] 23.99 [5],[6]
Weighted-Average Grant-Date Fair Value, Vested | $ / shares   21.44 22.37 29.63
Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares   20.31 26.36 26.36
Weighted-Average Grant-Date Fair Value, Outstanding ending balance | $ / shares   $ 19.36 $ 21.09 $ 25.20
Number of executive officers that were granted restricted stock awards | item     2 4
Unvested performance shares     42,000 63,933
Number of executive officers who departed | item   2    
Messr Krug And Messr Wagner [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares, Granted     8,211  
Executive Officer [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares, Granted   37,551 87,734 106,933
Number of executive officers that were granted restricted stock awards | item   2    
[1] Included in the 41,337 Restricted Stock Awards granted in 2015 were 37,551 awards granted to the Company's two executive officers, Mitchell E. Rudin and Michael J. DeMarco.
[2] Included in the 376,719 Restricted Stock Awards granted in 2014 were 8,211 awards granted to the Company's two executive officers, Anthony Krug and Gary Wagner.
[3] Includes 126,000 Performance Shares which were legally granted in 2013 for which future performance goals had not yet been set by the Committee. These awards were not considered granted for accounting purposes until these goals are set. These were considered granted in 2014 for accounting purposes in connection with the announcement of the departure of Mitchell E. Hersh in the fourth quarter 2014.
[4] Includes 42,000 Performance Shares which were legally granted in 2013 for which the 2014 performance goals were set by the Committee on March 31, 2014. Also includes 87,734 shares which were additionally considered granted for accounting purposes to two executive officers in connection with their departure effective March 31, 2014, which vested on April 1, 2014.
[5] Included in the 168,841 Restricted Stock Awards granted in 2013 were 106,933 awards granted to the Company's then four executive officers, Mitchell E. Hersh, Barry Lefkowitz, Roger W. Thomas and Anthony Krug.
[6] Includes 63,933 Performance Shares which were legally granted in 2013 for which the 2013 performance goals were not met, which may be earned if subsequent years' performance goals are met.
v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Earnings Per Share Tables - Basic Computation Of EPS) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Mack-Cali Realty Corporation Stockholders' Equity [Abstract]                      
Income (loss) from continuing operations                 $ (142,052) $ 31,391 $ (89,686)
Add: Noncontrolling interest in consolidated joint ventures $ 462 $ (281) $ 373 $ 490         1,044 778 2,199
Add: Noncontrolling interest in Operating Partnership 3,795 15,530 (4,383) 314 $ 1,152 $ (248) $ (6,514) $ 2,008 15,256 (3,602) 10,459
Income (loss) from continuing operations available to common shareholders                 (125,752) 28,567 (77,028)
Income from discontinued operations available to common shareholders                     62,119
Net income (loss) available to common shareholders $ (31,718) $ (126,892) $ 35,379 $ (2,521) $ (9,240) $ 1,982 $ 51,123 $ (15,298) $ (125,752) $ 28,567 $ (14,909)
Weighted average common shares                 89,291 88,727 87,762
Income (loss) from continuing operations available to common shareholders                 $ (1.41) $ 0.32 $ (0.88)
Income from discontinued operations available to common shareholders                     0.71
Net income (loss) available to common shareholders $ (0.35) $ (1.42) $ 0.40 $ (0.03) $ (0.10) $ 0.02 $ 0.58 $ (0.17) $ (1.41) $ 0.32 $ (0.17)
v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Earnings Per Share Tables - Diluted Computation Of EPS) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Mack-Cali Realty Corporation Stockholders' Equity [Abstract]                      
Income (loss) from continuing operations attributable to common shareholders                 $ (125,752) $ 28,567 $ (77,028)
Add (deduct): Noncontrolling interest in Operating Partnership $ (3,795) $ (15,530) $ 4,383 $ (314) $ (1,152) $ 248 $ 6,514 $ (2,008) (15,256) 3,602 (10,459)
Income (loss) from continuing operations for diluted earnings per share                 (141,008) 32,169 (87,487)
Income from discontinued operations for diluted earnings per share                     70,628
Net income (loss) for diluted earnings per share                 $ (141,008) $ 32,169 $ (16,859)
Weighted average common shares                 100,222 100,041 99,785
Income (loss) from continuing operations available to common shareholders                 $ (1.41) $ 0.32 $ (0.88)
Income from discontinued operations available to common shareholders                     0.71
Net income (loss) available to common shareholders $ (0.35) $ (1.42) $ 0.40 $ (0.03) $ (0.10) $ 0.02 $ 0.58 $ (0.17) $ (1.41) $ 0.32 $ (0.17)
v3.3.1.900
Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Reconciliation Of Shares Used In Basic EPS Calculation To Shares Used In Diluted EPS Calculation) (Details) - shares
shares in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Mack-Cali Realty Corporation Stockholders' Equity [Abstract]      
Basic EPS shares 89,291 88,727 87,762
Add: Operating Partnership - common units 10,931 11,272 12,023
Restricted Stock Awards   42  
Diluted EPS Shares 100,222 100,041 99,785
v3.3.1.900
Noncontrolling Interests In Subsidiaries (Narrative) (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2015
USD ($)
property
shares
Dec. 31, 2014
Noncontrolling Interest [Line Items]    
Number of common shares received upon redemption of common units | shares 1  
Rebalance of ownership percentage | $ $ 0.4  
Percentage of noncontrolling interest 10.50% 11.10%
Participation Rights [Member]    
Noncontrolling Interest [Line Items]    
Number of properties 3  
Excess net cash flow remaining after the distribution to the Company 50.00%  
Internal rate of return 10.00%  
Future Developments [Member] | Participation Rights [Member]    
Noncontrolling Interest [Line Items]    
Number of properties 1  
v3.3.1.900
Noncontrolling Interests In Subsidiaries (Changes In Noncontrolling Interests Of Subsidiaries) (Details) - shares
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Noncontrolling Interests In Subsidiaries [Abstract]      
Balance, Beginning 11,083,876 11,864,775 12,141,836
Redemption of common units for shares of common stock (567,032) (780,899) (277,061)
Balance, Ending 10,516,844 11,083,876 11,864,775
v3.3.1.900
Segment Reporting (Narrative) (Details)
 12 Months Ended
Dec. 31, 2015
USD ($)
segment
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Segment Reporting Information [Line Items]      
Number of business segments | segment 3    
Foreign Locations [Member]      
Segment Reporting Information [Line Items]      
Revenue $ 0 $ 0 $ 0
Long lived assets $ 0 $ 0  
v3.3.1.900
Segment Reporting (Selected Results Of Operations And Asset Information) (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Segment Reporting Information [Line Items]                      
Total revenues $ 146,443 $ 146,158 $ 148,567 $ 153,715 $ 151,414 $ 155,489 $ 160,300 $ 169,596 $ 594,883 $ 636,799 $ 667,031
Total operating and interest expenses [1]                 425,151 484,761 460,615
Equity in earnings (loss) of unconsolidated joint ventures                 (3,172) (2,423) (2,327)
Net operating income (loss) [2]                 166,560 149,615 204,089
Total assets 4,063,490       4,192,247       4,063,490 4,192,247  
Total long-lived assets [3] 3,466,427       3,670,704       3,466,427 3,670,704  
Total investments in unconsolidated joint ventures 303,457       247,468       303,457 247,468  
Impairment charge 33,743 [4] $ 164,176 [4]             197,919   110,853
Corporate & Other, Including Eliminations [Member]                      
Segment Reporting Information [Line Items]                      
Total revenues [5]                 (4,339) (4,196) 7,177
Total operating and interest expenses [1],[5]                 105,452 138,733 135,963
Net operating income (loss) [2],[5]                 (109,791) (142,929) (128,786)
Total assets [5] 47,377       52,601       47,377 52,601  
Total long-lived assets [3],[5] (1,531)       3,482       (1,531) 3,482  
Real Estate - Commercial And Other [Member]                      
Segment Reporting Information [Line Items]                      
Total revenues                 538,323 585,491 621,352
Total operating and interest expenses [1]                 264,967 295,416 285,755
Equity in earnings (loss) of unconsolidated joint ventures                 5,104 4,236 6,280
Net operating income (loss) [2]                 278,460 294,311 341,877
Total assets 3,167,408       3,636,126       3,167,408 3,636,126  
Total long-lived assets [3] 2,886,583       3,344,840       2,886,583 3,344,840  
Total investments in unconsolidated joint ventures 76,140       81,649       76,140 81,649  
Real Estate - Multi Family [Member]                      
Segment Reporting Information [Line Items]                      
Total revenues                 27,787 24,971 12,792
Total operating and interest expenses [1]                 17,642 12,235 6,482
Equity in earnings (loss) of unconsolidated joint ventures                 (9,879) (8,790) (10,615)
Net operating income (loss) [2]                 266 3,946 (4,305)
Total assets 838,874       492,362       838,874 492,362  
Total long-lived assets [3] 577,705       318,524       577,705 318,524  
Total investments in unconsolidated joint ventures 225,850       164,912       225,850 164,912  
Fee revenue                     2,200
Multi Family Services [Member]                      
Segment Reporting Information [Line Items]                      
Total revenues                 33,112 [6] 30,533 [7] 25,710 [8]
Total operating and interest expenses [1]                 37,090 [9] 38,377 [10] 32,415 [11]
Equity in earnings (loss) of unconsolidated joint ventures                 1,603 2,131 2,008
Net operating income (loss) [2]                 (2,375) (5,713) (4,697)
Total assets 9,831       11,158       9,831 11,158  
Total long-lived assets [3] 3,670       3,858       3,670 3,858  
Total investments in unconsolidated joint ventures $ 1,467       $ 907       1,467 907  
Fee revenue                 6,600 2,300  
Management fee and salary reimbursement expenses                 $ 3,900 $ 2,900 $ 1,300
[1] Total operating and interest expenses represent the sum of: real estate taxes; utilities; operating services; direct construction costs; real estate services expenses; general and administrative and interest expense (net of interest income). All interest expense, net of interest and other investment income, (including for property-level mortgages) is excluded from segment amounts and classified in Corporate & Other for all periods.
[2] Net operating income represents total revenues less total operating and interest expenses (as defined in Note "a"), plus equity in earnings (loss) of unconsolidated joint ventures, for the period.
[3] Long-lived assets are comprised of net investment in rental property, unbilled rents receivable and goodwill. The Company recorded an impairment charge of $197.9 million on assets included in the commercial and other real estate business segment for the year ended December 31, 2015. See Note 3: Recent Transactions - Impairments on Properties Held and Used
[4] Amounts for the year ended December 31, 2015 relate to impairment charges as further described in Note 3: Recent Transactions - Impairments on Properties Held and Used.
[5] Corporate & Other represents all corporate-level items (including interest and other investment income, interest expense, non-property general and administrative expense, construction services revenue and direct construction costs) as well as intercompany eliminations necessary to reconcile to consolidated Company totals.
[6] Includes $6.6 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
[7] Includes $2.3 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
[8] Includes $2.2 million of fees and salary reimbursements earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
[9] Includes $3.9 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.
[10] Includes $2.9 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.
[11] Includes $1.3 million of management fees and salary reimbursement expenses for this period for the multi-family real estate segment, which are eliminated in consolidation.
v3.3.1.900
Segment Reporting (Schedule Of Reconciliation Of Net Operating Income To Income From Continuing Operations) (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Segment Reporting [Abstract]                      
Net operating income [1]                 $ 166,560 $ 149,615 $ 204,089
Depreciation and amortization $ (43,136) $ (44,099) $ (42,365) $ (40,802) $ (40,811) $ (41,983) $ (44,711) $ (44,985) (170,402) (172,490) (182,766)
Realized gains (losses) on disposition of rental property, net   18,718 34,399 144   264 54,584   53,261 54,848  
Gain on sale of investment in unconsolidated joint ventures     6,448           6,448    
Loss from early extinguishment of debt         (582)         (582) (156)
Impairments (33,743) [2] (164,176) [2]             (197,919)   (110,853)
Income (loss) from continuing operations                 (142,052) 31,391 (89,686)
Income from discontinued operations                     11,811
Loss from early extinguishment of debt                     (703)
Realized gains (losses) and unrealized losses on disposition of rental property and impairments, net                     59,520
Total discontinued operations, net                     70,628
Net income (loss) (35,975) (142,141) 39,389 (3,325) (10,413) 2,085 57,347 (17,628) (142,052) 31,391 (19,058)
Noncontrolling interest in consolidated joint ventures 462 (281) 373 490         1,044 778 2,199
Noncontrolling interest in Operating Partnership 3,795 15,530 (4,383) 314 1,152 (248) (6,514) 2,008 15,256 (3,602) 10,459
Noncontrolling interest in discontinued operations                     (8,509)
Net income (loss) available to common shareholders $ (31,718) $ (126,892) $ 35,379 $ (2,521) $ (9,240) $ 1,982 $ 51,123 $ (15,298) $ (125,752) $ 28,567 $ (14,909)
[1] Net operating income represents total revenues less total operating and interest expenses (as defined in Note "a"), plus equity in earnings (loss) of unconsolidated joint ventures, for the period.
[2] Amounts for the year ended December 31, 2015 relate to impairment charges as further described in Note 3: Recent Transactions - Impairments on Properties Held and Used.
v3.3.1.900
Related Party Transactions (Details)
 12 Months Ended
Dec. 31, 2015
USD ($)
ft²
property
item
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Related Party Transaction [Line Items]      
Lease revenue $ 487,041,000 $ 516,727,000 $ 540,165,000
Mack [Member]      
Related Party Transaction [Line Items]      
Due from related parties 0 0  
RG [Member]      
Related Party Transaction [Line Items]      
Related party revenue $ 2,542,000 2,401,000 2,272,000
Leased Property [Member]      
Related Party Transaction [Line Items]      
Number of real estate properties | property 1    
Lease expiration date May 2018    
Number of lease options | item 2    
Lease extension period 3 years    
Leased Property [Member] | Mack [Member]      
Related Party Transaction [Line Items]      
Area Of Real Estate Property | ft² 7,034    
Lease revenue $ 204,000 $ 231,000 $ 226,000
v3.3.1.900
Condensed Quarterly Financial Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Condensed Quarterly Financial Information [Abstract]                      
Total revenues $ 146,443 $ 146,158 $ 148,567 $ 153,715 $ 151,414 $ 155,489 $ 160,300 $ 169,596 $ 594,883 $ 636,799 $ 667,031
Operating and other expenses 60,846 56,850 60,653 68,255 64,177 64,374 65,788 81,854      
Real estate service salaries 6,063 6,673 6,208 6,639 5,923 6,933 6,571 6,709      
General and administrative 12,589 13,670 11,877 11,011 23,775 12,665 11,730 22,881 49,147 71,051 47,040
Acquisition-related costs 1,449   111   175   1,943   1,560 2,118 642
Depreciation and amortization 43,136 44,099 42,365 40,802 40,811 41,983 44,711 44,985 170,402 172,490 182,766
Impairments 33,743 [1] 164,176 [1]             197,919   110,853
Total expenses 157,826 285,468 121,214 126,707 134,861 125,955 130,743 156,429 691,215 547,988 633,436
Operating income (loss) (11,383) (139,310) 27,353 27,008 16,553 29,534 29,557 13,167 (96,332) 88,811 33,595
Interest expense (24,374) (24,689) (26,773) (27,215) (27,420) (27,353) (28,159) (29,946) (103,051) (112,878) (123,701)
Interest and other investment income 231 5 291 267 1,399 908 922 386      
Equity in earnings (loss) of unconsolidated joint ventures (449) 3,135 (2,329) (3,529) (363) (1,268) 443 (1,235) (3,172) (2,423) (2,327)
Realized gains (losses) on disposition of rental property, net   18,718 34,399 144   264 54,584   53,261 54,848  
Gain on sale of investment in unconsolidated joint ventures     6,448           6,448    
Loss from early extinguishment of debt         (582)         (582) (156)
Total other (expense) income (24,592) (2,831) 12,036 (30,333) (26,966) (27,449) 27,790 (30,795) (45,720) (57,420) (123,281)
Income (loss) from continuing operations                 (142,052) 31,391 (89,686)
Net income (loss) (35,975) (142,141) 39,389 (3,325) (10,413) 2,085 57,347 (17,628) (142,052) 31,391 (19,058)
Noncontrolling interest in consolidated joint ventures         21 145 290 322 (3,128) (552) (1,040)
Noncontrolling interest in Operating Partnership 3,795 15,530 (4,383) 314 1,152 (248) (6,514) 2,008 15,256 (3,602) 10,459
Net income (loss) available to common shareholders $ (31,718) $ (126,892) $ 35,379 $ (2,521) $ (9,240) $ 1,982 $ 51,123 $ (15,298) $ (125,752) $ 28,567 $ (14,909)
Basic earnings per common share:                      
Net income (loss) available to common shareholders $ (0.35) $ (1.42) $ 0.40 $ (0.03) $ (0.10) $ 0.02 $ 0.58 $ (0.17) $ (1.41) $ 0.32 $ (0.17)
Diluted earnings per common share:                      
Net income (loss) available to common shareholders (0.35) (1.42) 0.40 (0.03) (0.10) 0.02 0.58 (0.17) (1.41) 0.32 (0.17)
Dividends declared per common share $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.30 $ 0.60 $ 0.75 $ 1.35
[1] Amounts for the year ended December 31, 2015 relate to impairment charges as further described in Note 3: Recent Transactions - Impairments on Properties Held and Used.
v3.3.1.900
Real Estate Investments And Accumulated Depreciation (Schedule Of Real Estate Investments And Accumulated Depreciation) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Related Encumbrances $ 667,076      
Initial Costs, Land 796,691      
Initial Costs, Building and Improvements 3,531,729      
Costs Capitalized Subsequent to Acquisition 479,298      
Gross Amount at Which Carried at Close of Period, Land [1] 735,696      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,072,022      
Total 4,807,718 $ 4,958,179 $ 5,129,933 $ 5,379,436
Accumulated depreciation 1,464,482 [2] $ 1,414,305 $ 1,400,988 $ 1,478,214
Real Estate Aggregate Cost, Tax Purpose $ 3,300,000      
Office [Member] | One Bridge Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1981      
Acquired 1996      
Initial Costs, Land $ 2,439      
Initial Costs, Building and Improvements 24,462      
Costs Capitalized Subsequent to Acquisition 7,444      
Gross Amount at Which Carried at Close of Period, Land [3] 2,439      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 31,906      
Total 34,345      
Accumulated depreciation [2] $ 14,813      
Office [Member] | 2115 Linwood Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1981      
Acquired 1998      
Initial Costs, Land $ 474      
Initial Costs, Building and Improvements 4,419      
Costs Capitalized Subsequent to Acquisition 7,017      
Gross Amount at Which Carried at Close of Period, Land [3] 474      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 11,436      
Total 11,910      
Accumulated depreciation [2] $ 4,083      
Office [Member] | 135 Chestnut Ridge Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1981      
Acquired 1997      
Initial Costs, Land $ 2,587      
Initial Costs, Building and Improvements 10,350      
Costs Capitalized Subsequent to Acquisition (4,659)      
Gross Amount at Which Carried at Close of Period, Land [3] 1,437      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 6,841      
Total 8,278      
Accumulated depreciation [2] $ 3,026      
Office [Member] | 15 East Midland Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 1997      
Related Encumbrances $ 12,438      
Initial Costs, Land 10,375      
Initial Costs, Building and Improvements 41,497      
Costs Capitalized Subsequent to Acquisition 2,490      
Gross Amount at Which Carried at Close of Period, Land [3] 10,374      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 43,988      
Total 54,362      
Accumulated depreciation [2] $ 19,632      
Office [Member] | 140 East Ridgewood [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1981      
Acquired 1997      
Related Encumbrances $ 11,720      
Initial Costs, Land 7,932      
Initial Costs, Building and Improvements 31,463      
Costs Capitalized Subsequent to Acquisition 7,578      
Gross Amount at Which Carried at Close of Period, Land [3] 7,932      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 39,041      
Total 46,973      
Accumulated depreciation [2] $ 17,789      
Office [Member] | 461 From Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 1997      
Initial Costs, Land $ 13,194      
Initial Costs, Building and Improvements 52,778      
Costs Capitalized Subsequent to Acquisition 10,587      
Gross Amount at Which Carried at Close of Period, Land [3] 13,194      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 63,365      
Total 76,559      
Accumulated depreciation [2] $ 24,838      
Office [Member] | 650 From Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1978      
Acquired 1997      
Related Encumbrances $ 22,484      
Initial Costs, Land 10,487      
Initial Costs, Building and Improvements 41,949      
Costs Capitalized Subsequent to Acquisition 8,189      
Gross Amount at Which Carried at Close of Period, Land [3] 10,487      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 50,138      
Total 60,625      
Accumulated depreciation [2] $ 22,344      
Office [Member] | 61 South Paramus Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1985      
Acquired [3] 1997      
Related Encumbrances [3] $ 22,005      
Initial Costs, Land [3] 9,005      
Initial Costs, Building and Improvements [3] 36,018      
Costs Capitalized Subsequent to Acquisition [3] 9,162      
Gross Amount at Which Carried at Close of Period, Land [3] 9,005      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 45,180      
Total [3] 54,185      
Accumulated depreciation [2],[3] $ 20,390      
Office [Member] | 120 West Passaic Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1972      
Acquired 1997      
Initial Costs, Land $ 1,354      
Initial Costs, Building and Improvements 5,415      
Costs Capitalized Subsequent to Acquisition 431      
Gross Amount at Which Carried at Close of Period, Land [3] 1,357      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 5,843      
Total 7,200      
Accumulated depreciation [2] $ 2,582      
Office [Member] | 365 West Passaic Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1976      
Acquired 1997      
Related Encumbrances $ 11,720      
Initial Costs, Land 4,148      
Initial Costs, Building and Improvements 16,592      
Costs Capitalized Subsequent to Acquisition 5,497      
Gross Amount at Which Carried at Close of Period, Land [3] 4,148      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 22,089      
Total 26,237      
Accumulated depreciation [2] $ 9,804      
Office [Member] | 395 West Passaic Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1979      
Acquired 2006      
Initial Costs, Land $ 2,550      
Initial Costs, Building and Improvements 17,131      
Costs Capitalized Subsequent to Acquisition 1,020      
Gross Amount at Which Carried at Close of Period, Land [3] 2,550      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 18,151      
Total 20,701      
Accumulated depreciation [2] $ 4,324      
Office [Member] | 1 Lake Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1994      
Acquired 1997      
Related Encumbrances $ 40,184      
Initial Costs, Land 13,952      
Initial Costs, Building and Improvements 55,812      
Costs Capitalized Subsequent to Acquisition (37,797)      
Gross Amount at Which Carried at Close of Period, Land [3] 6,268      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 25,699      
Total 31,967      
Accumulated depreciation [2] $ 15,132      
Office [Member] | 10 Mountainview Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1986      
Acquired 1998      
Initial Costs, Land $ 4,240      
Initial Costs, Building and Improvements 20,485      
Costs Capitalized Subsequent to Acquisition 4,743      
Gross Amount at Which Carried at Close of Period, Land [3] 4,240      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 25,228      
Total 29,468      
Accumulated depreciation [2] $ 11,358      
Office [Member] | 400 Chestnut Ridge Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1982      
Acquired 1997      
Initial Costs, Land $ 4,201      
Initial Costs, Building and Improvements 16,802      
Costs Capitalized Subsequent to Acquisition (6,770)      
Gross Amount at Which Carried at Close of Period, Land [3] 2,312      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 11,921      
Total 14,233      
Accumulated depreciation [2] $ 6,579      
Office [Member] | 50 Tice Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1984      
Acquired 1994      
Related Encumbrances $ 22,962      
Initial Costs, Land 4,500      
Costs Capitalized Subsequent to Acquisition 27,862      
Gross Amount at Which Carried at Close of Period, Land [3] 4,500      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 27,862      
Total 32,362      
Accumulated depreciation [2] $ 19,320      
Office [Member] | 300 Tice Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1991      
Acquired 1996      
Initial Costs, Land $ 5,424      
Initial Costs, Building and Improvements 29,688      
Costs Capitalized Subsequent to Acquisition 6,385      
Gross Amount at Which Carried at Close of Period, Land [3] 5,424      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 36,073      
Total 41,497      
Accumulated depreciation [2] $ 16,438      
Office [Member] | 150 J.F. Kennedy Parkway [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1980      
Acquired 1997      
Initial Costs, Land $ 12,606      
Initial Costs, Building and Improvements 50,425      
Costs Capitalized Subsequent to Acquisition 8,203      
Gross Amount at Which Carried at Close of Period, Land [1] 12,606      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 58,628      
Total 71,234      
Accumulated depreciation [2] $ 25,768      
Office [Member] | 4 Becker Farm Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1983      
Acquired 2009      
Related Encumbrances $ 40,083      
Initial Costs, Land 5,600      
Initial Costs, Building and Improvements 38,285      
Costs Capitalized Subsequent to Acquisition (9,089)      
Gross Amount at Which Carried at Close of Period, Land [1] 4,271      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 30,525      
Total 34,796      
Accumulated depreciation [2] $ 6,756      
Office [Member] | 6 Becker Farm Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1983      
Acquired 2009      
Related Encumbrances $ 13,829      
Initial Costs, Land 2,600      
Initial Costs, Building and Improvements 15,548      
Costs Capitalized Subsequent to Acquisition (7,006)      
Gross Amount at Which Carried at Close of Period, Land [1] 1,556      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 9,586      
Total 11,142      
Accumulated depreciation [2] $ 2,055      
Office [Member] | 101 Eisenhower Parkway [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1980      
Acquired 1994      
Initial Costs, Land $ 228      
Costs Capitalized Subsequent to Acquisition 21,850      
Gross Amount at Which Carried at Close of Period, Land [1] 228      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 21,850      
Total 22,078      
Accumulated depreciation [2] $ 14,063      
Office [Member] | 103 Eisenhower Parkway [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1985      
Acquired 1994      
Costs Capitalized Subsequent to Acquisition $ 16,898      
Gross Amount at Which Carried at Close of Period, Land [1] 2,300      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 14,598      
Total 16,898      
Accumulated depreciation [2] $ 9,448      
Office [Member] | 105 Eisenhower Parkway [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2001      
Acquired 2001      
Initial Costs, Land $ 4,430      
Initial Costs, Building and Improvements 42,898      
Costs Capitalized Subsequent to Acquisition 5,670      
Gross Amount at Which Carried at Close of Period, Land [1] 3,835      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 49,163      
Total 52,998      
Accumulated depreciation [2] $ 22,616      
Office [Member] | 75 Livingston Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1985      
Acquired 2009      
Related Encumbrances $ 10,599      
Initial Costs, Land 1,900      
Initial Costs, Building and Improvements 6,312      
Costs Capitalized Subsequent to Acquisition (1,630)      
Gross Amount at Which Carried at Close of Period, Land [1] 1,281      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 5,301      
Total 6,582      
Accumulated depreciation [2] $ 1,206      
Office [Member] | 85 Livingston Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1985      
Acquired 2009      
Related Encumbrances $ 14,862      
Initial Costs, Land 2,500      
Initial Costs, Building and Improvements 14,238      
Costs Capitalized Subsequent to Acquisition (8,238)      
Gross Amount at Which Carried at Close of Period, Land [1] 1,234      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,266      
Total 8,500      
Accumulated depreciation [2] $ 1,622      
Office [Member] | Harborside Plaza 1 [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1983      
Acquired 1996      
Initial Costs, Land $ 3,923      
Initial Costs, Building and Improvements 51,013      
Costs Capitalized Subsequent to Acquisition 27,985      
Gross Amount at Which Carried at Close of Period, Land [1] 3,923      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 78,998      
Total 82,921      
Accumulated depreciation [2] $ 39,183      
Office [Member] | Harborside Plaza 2 [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1996      
Initial Costs, Land $ 17,655      
Initial Costs, Building and Improvements 101,546      
Costs Capitalized Subsequent to Acquisition 25,245      
Gross Amount at Which Carried at Close of Period, Land [1] 12,844      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 131,602      
Total 144,446      
Accumulated depreciation [2] $ 58,486      
Office [Member] | Harborside Plaza 3 [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1996      
Initial Costs, Land $ 17,655      
Initial Costs, Building and Improvements 101,878      
Costs Capitalized Subsequent to Acquisition 24,911      
Gross Amount at Which Carried at Close of Period, Land [1] 12,843      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 131,601      
Total 144,444      
Accumulated depreciation [2] $ 58,486      
Office [Member] | Harborside Plaza 4A [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2000      
Acquired 2000      
Initial Costs, Land $ 1,244      
Initial Costs, Building and Improvements 56,144      
Costs Capitalized Subsequent to Acquisition 14,601      
Gross Amount at Which Carried at Close of Period, Land [1] 1,244      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 70,745      
Total 71,989      
Accumulated depreciation [2] $ 30,770      
Office [Member] | Harborside Plaza 5 [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2002      
Acquired 2002      
Related Encumbrances $ 217,736      
Initial Costs, Land 6,218      
Initial Costs, Building and Improvements 170,682      
Costs Capitalized Subsequent to Acquisition 56,368      
Gross Amount at Which Carried at Close of Period, Land [1] 5,705      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 227,563      
Total 233,268      
Accumulated depreciation [2] $ 86,807      
Office [Member] | 101 Hudson Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1992      
Acquired 2005      
Initial Costs, Land $ 45,530      
Initial Costs, Building and Improvements 271,376      
Costs Capitalized Subsequent to Acquisition 4,723      
Gross Amount at Which Carried at Close of Period, Land [1] 45,530      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 276,099      
Total 321,629      
Accumulated depreciation [2] $ 76,102      
Office [Member] | 3 AAA Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1981      
Acquired 2007      
Initial Costs, Land $ 242      
Initial Costs, Building and Improvements 3,218      
Costs Capitalized Subsequent to Acquisition 1,391      
Gross Amount at Which Carried at Close of Period, Land [1] 242      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,609      
Total 4,851      
Accumulated depreciation [2] $ 1,321      
Office [Member] | 700 Horizon Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2007      
Acquired 2007      
Initial Costs, Land $ 490      
Initial Costs, Building and Improvements 43      
Costs Capitalized Subsequent to Acquisition 16,663      
Gross Amount at Which Carried at Close of Period, Land [1] 865      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 16,331      
Total 17,196      
Accumulated depreciation [2] $ 4,028      
Office [Member] | 2 South Gold Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1974      
Acquired 2007      
Initial Costs, Land $ 476      
Initial Costs, Building and Improvements 3,487      
Costs Capitalized Subsequent to Acquisition 846      
Gross Amount at Which Carried at Close of Period, Land [1] 476      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,333      
Total 4,809      
Accumulated depreciation [2] $ 967      
Office [Member] | 103 Carnegie Center [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1984      
Acquired 1996      
Initial Costs, Land $ 2,566      
Initial Costs, Building and Improvements 7,868      
Costs Capitalized Subsequent to Acquisition 3,304      
Gross Amount at Which Carried at Close of Period, Land [1] 2,566      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 11,172      
Total 13,738      
Accumulated depreciation [2] $ 5,460      
Office [Member] | 2 Independence Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1985      
Acquired 2009      
Initial Costs, Land $ 1,300      
Initial Costs, Building and Improvements 7,246      
Costs Capitalized Subsequent to Acquisition (4,079)      
Gross Amount at Which Carried at Close of Period, Land [1] 702      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,765      
Total 4,467      
Accumulated depreciation [2] $ 166      
Office [Member] | 3 Independence Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1983      
Acquired 1997      
Initial Costs, Land $ 1,997      
Initial Costs, Building and Improvements 11,391      
Costs Capitalized Subsequent to Acquisition 4,374      
Gross Amount at Which Carried at Close of Period, Land [1] 1,997      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 15,765      
Total 17,762      
Accumulated depreciation [2] $ 7,732      
Office [Member] | 100 Overlook Center [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 1997      
Initial Costs, Land $ 2,378      
Initial Costs, Building and Improvements 21,754      
Costs Capitalized Subsequent to Acquisition 3,666      
Gross Amount at Which Carried at Close of Period, Land [1] 2,378      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 25,420      
Total 27,798      
Accumulated depreciation [2] $ 11,149      
Office [Member] | 5 Vaughn Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1995      
Initial Costs, Land $ 657      
Initial Costs, Building and Improvements 9,800      
Costs Capitalized Subsequent to Acquisition 2,962      
Gross Amount at Which Carried at Close of Period, Land [1] 657      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 12,762      
Total 13,419      
Accumulated depreciation [2] $ 6,823      
Office [Member] | 377 Summerhill Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1977      
Acquired 1997      
Initial Costs, Land $ 649      
Initial Costs, Building and Improvements 2,594      
Costs Capitalized Subsequent to Acquisition 324      
Gross Amount at Which Carried at Close of Period, Land [1] 649      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,918      
Total 3,567      
Accumulated depreciation [2] $ 1,349      
Office [Member] | 333 Thornall Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1984      
Acquired 2015      
Initial Costs, Land $ 5,542      
Initial Costs, Building and Improvements 40,762      
Gross Amount at Which Carried at Close of Period, Land [1] 5,542      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 40,762      
Total 46,304      
Accumulated depreciation [2] $ 247      
Office [Member] | 343 Thornall Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1991      
Acquired 2006      
Initial Costs, Land $ 6,027      
Initial Costs, Building and Improvements 39,101      
Costs Capitalized Subsequent to Acquisition 3,349      
Gross Amount at Which Carried at Close of Period, Land [1] 6,027      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 42,450      
Total 48,477      
Accumulated depreciation [2] $ 12,243      
Office [Member] | 500 College Road East [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1984      
Acquired [3] 1998      
Initial Costs, Land [3] $ 614      
Initial Costs, Building and Improvements [3] 20,626      
Costs Capitalized Subsequent to Acquisition [3] 4,839      
Gross Amount at Which Carried at Close of Period, Land [1],[3] 614      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1],[3] 25,465      
Total [3] 26,079      
Accumulated depreciation [2],[3] $ 11,312      
Office [Member] | 581 Main Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1991      
Acquired 1997      
Initial Costs, Land $ 3,237      
Initial Costs, Building and Improvements 12,949      
Costs Capitalized Subsequent to Acquisition 26,135      
Gross Amount at Which Carried at Close of Period, Land [1] 8,115      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 34,206      
Total 42,321      
Accumulated depreciation [2] $ 16,730      
Office [Member] | 2 Paragon Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1989      
Acquired 2005      
Initial Costs, Land $ 999      
Initial Costs, Building and Improvements 4,619      
Costs Capitalized Subsequent to Acquisition (864)      
Gross Amount at Which Carried at Close of Period, Land [1] 720      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,034      
Total 4,754      
Accumulated depreciation [2] $ 1,263      
Office [Member] | 3 Paragon Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1991      
Acquired 2005      
Initial Costs, Land $ 1,423      
Initial Costs, Building and Improvements 6,041      
Costs Capitalized Subsequent to Acquisition (979)      
Gross Amount at Which Carried at Close of Period, Land [1] 1,020      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 5,465      
Total 6,485      
Accumulated depreciation [2] $ 1,809      
Office [Member] | 4 Paragon Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2002      
Acquired 2005      
Initial Costs, Land $ 1,961      
Initial Costs, Building and Improvements 8,827      
Costs Capitalized Subsequent to Acquisition (3,107)      
Gross Amount at Which Carried at Close of Period, Land [1] 1,404      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 6,277      
Total 7,681      
Accumulated depreciation [2] $ 1,585      
Office [Member] | 100 Willowbrook Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 2005      
Initial Costs, Land $ 1,264      
Initial Costs, Building and Improvements 5,573      
Costs Capitalized Subsequent to Acquisition (1,543)      
Gross Amount at Which Carried at Close of Period, Land [1] 869      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,425      
Total 5,294      
Accumulated depreciation [2] $ 1,442      
Office [Member] | 23 Main Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1977      
Acquired 2005      
Related Encumbrances $ 28,541      
Initial Costs, Land 4,336      
Initial Costs, Building and Improvements 19,544      
Costs Capitalized Subsequent to Acquisition 9,133      
Gross Amount at Which Carried at Close of Period, Land [1] 4,336      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 28,677      
Total 33,013      
Accumulated depreciation [2] $ 12,775      
Office [Member] | One River Center, Building 1 [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1983      
Acquired 2004      
Related Encumbrances $ 10,721      
Initial Costs, Land 3,070      
Initial Costs, Building and Improvements 17,414      
Costs Capitalized Subsequent to Acquisition 4,065      
Gross Amount at Which Carried at Close of Period, Land [1] 2,451      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 22,098      
Total 24,549      
Accumulated depreciation [2] $ 7,840      
Office [Member] | One River Center, Building 2 [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1983      
Acquired 2004      
Related Encumbrances $ 12,026      
Initial Costs, Land 2,468      
Initial Costs, Building and Improvements 15,043      
Costs Capitalized Subsequent to Acquisition 3,894      
Gross Amount at Which Carried at Close of Period, Land [1] 2,452      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 18,953      
Total 21,405      
Accumulated depreciation [2] $ 5,441      
Office [Member] | One River Center, Building 3 [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1984      
Acquired 2004      
Related Encumbrances $ 19,112      
Initial Costs, Land 4,051      
Initial Costs, Building and Improvements 24,790      
Costs Capitalized Subsequent to Acquisition 6,171      
Gross Amount at Which Carried at Close of Period, Land [1] 4,627      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 30,385      
Total 35,012      
Accumulated depreciation [2] $ 9,435      
Office [Member] | 3600 Route 66 [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1989      
Acquired 1995      
Initial Costs, Land $ 1,098      
Initial Costs, Building and Improvements 18,146      
Costs Capitalized Subsequent to Acquisition 11,397      
Gross Amount at Which Carried at Close of Period, Land [1] 1,098      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 29,543      
Total 30,641      
Accumulated depreciation [2] $ 11,448      
Office [Member] | 1305 Campus Parkway [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 1995      
Initial Costs, Land $ 335      
Initial Costs, Building and Improvements 2,560      
Costs Capitalized Subsequent to Acquisition 707      
Gross Amount at Which Carried at Close of Period, Land [1] 291      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,311      
Total 3,602      
Accumulated depreciation [2] $ 1,618      
Office [Member] | 1350 Campus Parkway [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1995      
Initial Costs, Land $ 454      
Initial Costs, Building and Improvements 7,134      
Costs Capitalized Subsequent to Acquisition 1,049      
Gross Amount at Which Carried at Close of Period, Land [1] 454      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 8,183      
Total 8,637      
Accumulated depreciation [2] $ 4,016      
Office [Member] | 325 Columbia Parkway [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1994      
Initial Costs, Land $ 1,564      
Costs Capitalized Subsequent to Acquisition 17,770      
Gross Amount at Which Carried at Close of Period, Land [1] 1,564      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 17,770      
Total 19,334      
Accumulated depreciation [2] $ 11,013      
Office [Member] | 250 Johnson Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1977      
Acquired 1997      
Initial Costs, Land $ 2,004      
Initial Costs, Building and Improvements 8,016      
Costs Capitalized Subsequent to Acquisition (3,806)      
Gross Amount at Which Carried at Close of Period, Land [1] 930      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 5,284      
Total 6,214      
Accumulated depreciation [2] $ 4,265      
Office [Member] | 201 Littleton Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1979      
Acquired 1997      
Initial Costs, Land $ 2,407      
Initial Costs, Building and Improvements 9,627      
Costs Capitalized Subsequent to Acquisition 3,351      
Gross Amount at Which Carried at Close of Period, Land [1] 2,407      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 12,978      
Total 15,385      
Accumulated depreciation [2] $ 5,661      
Office [Member] | 4 Campus Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1983      
Acquired 2001      
Initial Costs, Land $ 5,213      
Initial Costs, Building and Improvements 20,984      
Costs Capitalized Subsequent to Acquisition 3,953      
Gross Amount at Which Carried at Close of Period, Land [1] 5,213      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 24,937      
Total 30,150      
Accumulated depreciation [2] $ 8,914      
Office [Member] | 6 Campus Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1983      
Acquired 2001      
Initial Costs, Land $ 4,411      
Initial Costs, Building and Improvements 17,796      
Costs Capitalized Subsequent to Acquisition 3,368      
Gross Amount at Which Carried at Close of Period, Land [1] 4,411      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 21,164      
Total 25,575      
Accumulated depreciation [2] $ 8,231      
Office [Member] | 7 Campus Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1982      
Acquired 1998      
Initial Costs, Land $ 1,932      
Initial Costs, Building and Improvements 27,788      
Costs Capitalized Subsequent to Acquisition 6,298      
Gross Amount at Which Carried at Close of Period, Land [1] 1,932      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 34,086      
Total 36,018      
Accumulated depreciation [2] $ 15,795      
Office [Member] | 8 Campus Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1998      
Initial Costs, Land $ 1,865      
Initial Costs, Building and Improvements 35,456      
Costs Capitalized Subsequent to Acquisition 4,823      
Gross Amount at Which Carried at Close of Period, Land [1] 1,865      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 40,279      
Total 42,144      
Accumulated depreciation [2] $ 17,257      
Office [Member] | 9 Campus Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1983      
Acquired 2001      
Initial Costs, Land $ 3,277      
Initial Costs, Building and Improvements 11,796      
Costs Capitalized Subsequent to Acquisition 16,882      
Gross Amount at Which Carried at Close of Period, Land [1] 5,842      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 26,113      
Total 31,955      
Accumulated depreciation [2] $ 10,295      
Office [Member] | 4 Century Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1981      
Acquired 2004      
Initial Costs, Land $ 1,787      
Initial Costs, Building and Improvements 9,575      
Costs Capitalized Subsequent to Acquisition (3,432)      
Gross Amount at Which Carried at Close of Period, Land [1] 1,086      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 6,844      
Total 7,930      
Accumulated depreciation [2] $ 2,188      
Office [Member] | 5 Century Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1981      
Acquired 2004      
Initial Costs, Land $ 1,762      
Initial Costs, Building and Improvements 9,341      
Costs Capitalized Subsequent to Acquisition (3,796)      
Gross Amount at Which Carried at Close of Period, Land [1] 953      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 6,354      
Total 7,307      
Accumulated depreciation [2] $ 2,109      
Office [Member] | 6 Century Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1981      
Acquired 2004      
Initial Costs, Land $ 1,289      
Initial Costs, Building and Improvements 6,848      
Costs Capitalized Subsequent to Acquisition (631)      
Gross Amount at Which Carried at Close of Period, Land [1] 990      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 6,516      
Total 7,506      
Accumulated depreciation [2] $ 1,966      
Office [Member] | 2 Dryden Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1998      
Initial Costs, Land $ 778      
Initial Costs, Building and Improvements 420      
Costs Capitalized Subsequent to Acquisition 110      
Gross Amount at Which Carried at Close of Period, Land [1] 778      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 530      
Total 1,308      
Accumulated depreciation [2] $ 264      
Office [Member] | 4 Gatehall Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 2000      
Initial Costs, Land $ 8,452      
Initial Costs, Building and Improvements 33,929      
Costs Capitalized Subsequent to Acquisition 4,055      
Gross Amount at Which Carried at Close of Period, Land [1] 8,452      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 37,984      
Total 46,436      
Accumulated depreciation [2] $ 15,223      
Office [Member] | 2 Hilton Court [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1991      
Acquired 1998      
Initial Costs, Land $ 1,971      
Initial Costs, Building and Improvements 32,007      
Costs Capitalized Subsequent to Acquisition 4,434      
Gross Amount at Which Carried at Close of Period, Land [1] 1,971      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 36,441      
Total 38,412      
Accumulated depreciation [2] $ 16,638      
Office [Member] | 1633 Littleton Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1978      
Acquired 2002      
Initial Costs, Land $ 2,283      
Initial Costs, Building and Improvements 9,550      
Costs Capitalized Subsequent to Acquisition 507      
Gross Amount at Which Carried at Close of Period, Land [1] 2,355      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 9,985      
Total 12,340      
Accumulated depreciation [2] $ 6,117      
Office [Member] | 600 Parsippany Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1978      
Acquired 1994      
Initial Costs, Land $ 1,257      
Initial Costs, Building and Improvements 5,594      
Costs Capitalized Subsequent to Acquisition 3,102      
Gross Amount at Which Carried at Close of Period, Land [1] 1,257      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 8,696      
Total 9,953      
Accumulated depreciation [2] $ 4,631      
Office [Member] | 1 Sylvan Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1989      
Acquired 1998      
Initial Costs, Land $ 1,689      
Initial Costs, Building and Improvements 24,699      
Costs Capitalized Subsequent to Acquisition 2,914      
Gross Amount at Which Carried at Close of Period, Land [1] 1,021      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 28,281      
Total 29,302      
Accumulated depreciation [2] $ 13,702      
Office [Member] | 3 Sylvan Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 2015      
Initial Costs, Land $ 5,590      
Initial Costs, Building and Improvements 4,710      
Gross Amount at Which Carried at Close of Period, Land [1] 5,590      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,710      
Total $ 10,300      
Office [Member] | 5 Sylvan Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1989      
Acquired 1998      
Initial Costs, Land $ 1,160      
Initial Costs, Building and Improvements 25,214      
Costs Capitalized Subsequent to Acquisition 2,866      
Gross Amount at Which Carried at Close of Period, Land [1] 1,161      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 28,079      
Total 29,240      
Accumulated depreciation [2] $ 12,067      
Office [Member] | 7 Sylvan Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1998      
Initial Costs, Land $ 2,084      
Initial Costs, Building and Improvements 26,083      
Costs Capitalized Subsequent to Acquisition 1,185      
Gross Amount at Which Carried at Close of Period, Land [1] 2,084      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 27,268      
Total 29,352      
Accumulated depreciation [2] $ 11,760      
Office [Member] | 20 Waterview Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 2009      
Related Encumbrances $ 23,989      
Initial Costs, Land 4,500      
Initial Costs, Building and Improvements 27,246      
Costs Capitalized Subsequent to Acquisition (4,222)      
Gross Amount at Which Carried at Close of Period, Land [1] 3,816      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 23,708      
Total 27,524      
Accumulated depreciation [2] $ 4,895      
Office [Member] | 35 Waterview Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 2006      
Initial Costs, Land $ 5,133      
Initial Costs, Building and Improvements 28,059      
Costs Capitalized Subsequent to Acquisition 1,161      
Gross Amount at Which Carried at Close of Period, Land [1] 5,133      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 29,220      
Total 34,353      
Accumulated depreciation [2] $ 8,100      
Office [Member] | 5 Wood Hollow Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1979      
Acquired 2004      
Initial Costs, Land $ 5,302      
Initial Costs, Building and Improvements 26,488      
Costs Capitalized Subsequent to Acquisition 15,538      
Gross Amount at Which Carried at Close of Period, Land [1] 5,302      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 42,026      
Total 47,328      
Accumulated depreciation [2] $ 15,275      
Office [Member] | 999 Riverview Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 1995      
Initial Costs, Land $ 476      
Initial Costs, Building and Improvements 6,024      
Costs Capitalized Subsequent to Acquisition 2,766      
Gross Amount at Which Carried at Close of Period, Land [1] 1,102      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 8,164      
Total 9,266      
Accumulated depreciation [2] $ 4,367      
Office [Member] | 222 Mt. Airy Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1986      
Acquired 1996      
Initial Costs, Land $ 775      
Initial Costs, Building and Improvements 3,636      
Costs Capitalized Subsequent to Acquisition 1,848      
Gross Amount at Which Carried at Close of Period, Land [1] 697      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 5,562      
Total 6,259      
Accumulated depreciation [3] $ 2,747      
Office [Member] | 233 Mt. Airy Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1996      
Initial Costs, Land $ 1,034      
Initial Costs, Building and Improvements 5,033      
Costs Capitalized Subsequent to Acquisition 1,254      
Gross Amount at Which Carried at Close of Period, Land [1] 915      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 6,406      
Total 7,321      
Accumulated depreciation [3] $ 2,677      
Office [Member] | 440 Route 22 East [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 2010      
Initial Costs, Land $ 3,986      
Initial Costs, Building and Improvements 13,658      
Costs Capitalized Subsequent to Acquisition 4,940      
Gross Amount at Which Carried at Close of Period, Land [1] 3,986      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 18,598      
Total 22,584      
Accumulated depreciation [3] $ 4,638      
Office [Member] | 721 Route 202/206 [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1989      
Acquired 1997      
Initial Costs, Land $ 6,730      
Initial Costs, Building and Improvements 26,919      
Costs Capitalized Subsequent to Acquisition (952)      
Gross Amount at Which Carried at Close of Period, Land [1] 5,067      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 27,630      
Total 32,697      
Accumulated depreciation [3] $ 14,895      
Office [Member] | 100 Walnut Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1985      
Acquired 1994      
Related Encumbrances $ 18,273      
Costs Capitalized Subsequent to Acquisition 17,801      
Gross Amount at Which Carried at Close of Period, Land [1] 1,822      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 15,979      
Total 17,801      
Accumulated depreciation [3] $ 10,958      
Office [Member] | 6 Commerce Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1973      
Acquired 1994      
Initial Costs, Land $ 250      
Costs Capitalized Subsequent to Acquisition 1,728      
Gross Amount at Which Carried at Close of Period, Land [1] 250      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 1,728      
Total 1,978      
Accumulated depreciation [3] $ 704      
Office [Member] | 11 Commerce Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1981      
Acquired 1994      
Initial Costs, Land $ 470      
Costs Capitalized Subsequent to Acquisition 5,490      
Gross Amount at Which Carried at Close of Period, Land [1] 470      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 5,490      
Total 5,960      
Accumulated depreciation [3] $ 4,644      
Office [Member] | 12 Commerce Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1967      
Acquired 1997      
Initial Costs, Land $ 887      
Initial Costs, Building and Improvements 3,549      
Costs Capitalized Subsequent to Acquisition 1,543      
Gross Amount at Which Carried at Close of Period, Land [1] 887      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 5,092      
Total 5,979      
Accumulated depreciation [3] $ 2,566      
Office [Member] | 14 Commerce Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1971      
Acquired 2003      
Initial Costs, Land $ 1,283      
Initial Costs, Building and Improvements 6,344      
Costs Capitalized Subsequent to Acquisition 1,613      
Gross Amount at Which Carried at Close of Period, Land [1] 1,283      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,957      
Total 9,240      
Accumulated depreciation [3] $ 2,477      
Office [Member] | 20 Commerce Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1994      
Initial Costs, Land $ 2,346      
Costs Capitalized Subsequent to Acquisition 21,663      
Gross Amount at Which Carried at Close of Period, Land [1] 2,346      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 21,663      
Total 24,009      
Accumulated depreciation [3] $ 11,901      
Office [Member] | 25 Commerce Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1971      
Acquired 2002      
Initial Costs, Land $ 1,520      
Initial Costs, Building and Improvements 6,186      
Costs Capitalized Subsequent to Acquisition 864      
Gross Amount at Which Carried at Close of Period, Land [1] 1,520      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,050      
Total 8,570      
Accumulated depreciation [3] $ 3,239      
Office [Member] | 65 Jackson Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1984      
Acquired 1994      
Initial Costs, Land $ 541      
Costs Capitalized Subsequent to Acquisition 6,377      
Gross Amount at Which Carried at Close of Period, Land [1] 542      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 6,376      
Total 6,918      
Accumulated depreciation [3] $ 4,381      
Office [Member] | 890 Mountain Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1977      
Acquired 1997      
Initial Costs, Land $ 2,796      
Initial Costs, Building and Improvements 11,185      
Costs Capitalized Subsequent to Acquisition (4,798)      
Gross Amount at Which Carried at Close of Period, Land [1] 1,719      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,464      
Total 9,183      
Accumulated depreciation [3] $ 3,212      
Office [Member] | 125 Broad Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1970      
Acquired 2007      
Initial Costs, Land $ 50,191      
Initial Costs, Building and Improvements 207,002      
Costs Capitalized Subsequent to Acquisition (48,039)      
Gross Amount at Which Carried at Close of Period, Land [1] 33,829      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 175,325      
Total 209,154      
Accumulated depreciation [3] $ 37,852      
Office [Member] | 100 Clearbrook Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1975      
Acquired 1997      
Initial Costs, Land $ 220      
Initial Costs, Building and Improvements 5,366      
Costs Capitalized Subsequent to Acquisition 1,617      
Gross Amount at Which Carried at Close of Period, Land [1] 220      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 6,983      
Total 7,203      
Accumulated depreciation [3] $ 3,352      
Office [Member] | 101 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1971      
Acquired 1997      
Initial Costs, Land $ 267      
Initial Costs, Building and Improvements 5,838      
Costs Capitalized Subsequent to Acquisition (3,528)      
Gross Amount at Which Carried at Close of Period, Land [1] 101      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,476      
Total 2,577      
Accumulated depreciation [3] $ 2,468      
Office [Member] | 1 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1980      
Acquired 1997      
Initial Costs, Land $ 66      
Initial Costs, Building and Improvements 1,711      
Costs Capitalized Subsequent to Acquisition 210      
Gross Amount at Which Carried at Close of Period, Land [1] 66      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 1,921      
Total 1,987      
Accumulated depreciation [2] $ 943      
Office [Member] | 2 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1997      
Initial Costs, Land $ 109      
Initial Costs, Building and Improvements 3,128      
Costs Capitalized Subsequent to Acquisition 1,474      
Gross Amount at Which Carried at Close of Period, Land [1] 109      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,602      
Total 4,711      
Accumulated depreciation [2] $ 2,270      
Office [Member] | 7 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1998      
Initial Costs, Land $ 330      
Initial Costs, Building and Improvements 13,013      
Costs Capitalized Subsequent to Acquisition 2,564      
Gross Amount at Which Carried at Close of Period, Land [1] 330      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 15,577      
Total 15,907      
Accumulated depreciation [2] $ 6,690      
Office [Member] | 17 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1989      
Acquired [3] 1997      
Initial Costs, Building and Improvements [3] $ 7,269      
Costs Capitalized Subsequent to Acquisition [3] 1,484      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1],[3] 8,753      
Total [3] 8,753      
Accumulated depreciation [2],[3] $ 3,998      
Office [Member] | 1 Barker Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1975      
Acquired 1997      
Initial Costs, Land $ 208      
Initial Costs, Building and Improvements 9,629      
Costs Capitalized Subsequent to Acquisition 2,590      
Gross Amount at Which Carried at Close of Period, Land [1] 207      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 12,220      
Total 12,427      
Accumulated depreciation [2] $ 5,489      
Office [Member] | 3 Barker Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1983      
Acquired 1997      
Initial Costs, Land $ 122      
Initial Costs, Building and Improvements 7,864      
Costs Capitalized Subsequent to Acquisition 1,848      
Gross Amount at Which Carried at Close of Period, Land [1] 122      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 9,712      
Total 9,834      
Accumulated depreciation [2] $ 4,473      
Office [Member] | 50 Main Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1985      
Acquired 1997      
Initial Costs, Land $ 564      
Initial Costs, Building and Improvements 48,105      
Costs Capitalized Subsequent to Acquisition 14,554      
Gross Amount at Which Carried at Close of Period, Land [1] 564      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 62,659      
Total 63,223      
Accumulated depreciation [2] $ 29,323      
Office [Member] | 11 Martine Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1997      
Initial Costs, Land $ 127      
Initial Costs, Building and Improvements 26,833      
Costs Capitalized Subsequent to Acquisition 8,561      
Gross Amount at Which Carried at Close of Period, Land [1] 127      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 35,394      
Total 35,521      
Accumulated depreciation [2] $ 16,002      
Office [Member] | 1 Water Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1979      
Acquired 1997      
Initial Costs, Land $ 211      
Initial Costs, Building and Improvements 5,382      
Costs Capitalized Subsequent to Acquisition 1,341      
Gross Amount at Which Carried at Close of Period, Land [1] 211      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 6,723      
Total 6,934      
Accumulated depreciation [2] $ 3,043      
Office [Member] | 1 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1982      
Acquired 1997      
Initial Costs, Land $ 1,104      
Initial Costs, Building and Improvements 11,904      
Costs Capitalized Subsequent to Acquisition 2,998      
Gross Amount at Which Carried at Close of Period, Land [1] 1,105      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 14,901      
Total 16,006      
Accumulated depreciation [2] $ 6,732      
Office [Member] | 3 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1997      
Initial Costs, Land $ 385      
Initial Costs, Building and Improvements 6,256      
Costs Capitalized Subsequent to Acquisition 1,772      
Gross Amount at Which Carried at Close of Period, Land [1] 385      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 8,028      
Total 8,413      
Accumulated depreciation [2] $ 3,625      
Office [Member] | 3 Odell Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1984      
Acquired 2003      
Initial Costs, Land $ 1,322      
Initial Costs, Building and Improvements 4,777      
Costs Capitalized Subsequent to Acquisition 2,332      
Gross Amount at Which Carried at Close of Period, Land [1] 1,322      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,109      
Total 8,431      
Accumulated depreciation [2] $ 3,259      
Office [Member] | 1201 Connecticut Avenue, NW [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1940      
Acquired 1999      
Initial Costs, Land $ 14,228      
Initial Costs, Building and Improvements 18,571      
Costs Capitalized Subsequent to Acquisition 6,895      
Gross Amount at Which Carried at Close of Period, Land [1] 14,228      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 25,466      
Total 39,694      
Accumulated depreciation [2] $ 11,390      
Office [Member] | 1400 L Street, NW [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1998      
Initial Costs, Land $ 13,054      
Initial Costs, Building and Improvements 27,423      
Costs Capitalized Subsequent to Acquisition 7,910      
Gross Amount at Which Carried at Close of Period, Land [1] 13,054      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 35,333      
Total 48,387      
Accumulated depreciation [2] $ 18,841      
Office [Member] | 9200 Edmonston Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Acquired 2006      
Related Encumbrances $ 3,793      
Initial Costs, Land 1,547      
Initial Costs, Building and Improvements 4,131      
Costs Capitalized Subsequent to Acquisition (2,484)      
Gross Amount at Which Carried at Close of Period, Land [1] 610      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,584      
Total 3,194      
Accumulated depreciation [2] $ 1,376      
Office [Member] | 6301 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Acquired 2006      
Initial Costs, Land $ 5,168      
Initial Costs, Building and Improvements 14,706      
Costs Capitalized Subsequent to Acquisition (9,924)      
Gross Amount at Which Carried at Close of Period, Land [1] 2,431      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,519      
Total 9,950      
Accumulated depreciation [2] $ 1,988      
Office [Member] | 6303 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Acquired 2006      
Initial Costs, Land $ 5,115      
Initial Costs, Building and Improvements 13,860      
Costs Capitalized Subsequent to Acquisition (10,097)      
Gross Amount at Which Carried at Close of Period, Land [1] 2,436      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 6,442      
Total 8,878      
Accumulated depreciation [2] $ 1,584      
Office [Member] | 6305 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Acquired 2006      
Initial Costs, Land $ 5,615      
Initial Costs, Building and Improvements 14,420      
Costs Capitalized Subsequent to Acquisition (10,137)      
Gross Amount at Which Carried at Close of Period, Land [1] 2,599      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,299      
Total 9,898      
Accumulated depreciation [2] $ 1,972      
Office [Member] | 6404 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 2006      
Initial Costs, Land $ 7,578      
Initial Costs, Building and Improvements 20,785      
Costs Capitalized Subsequent to Acquisition (14,343)      
Gross Amount at Which Carried at Close of Period, Land [1] 3,437      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 10,583      
Total 14,020      
Accumulated depreciation [2] $ 3,376      
Office [Member] | 6406 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1991      
Acquired 2006      
Initial Costs, Land $ 7,514      
Initial Costs, Building and Improvements 21,152      
Costs Capitalized Subsequent to Acquisition (14,034)      
Gross Amount at Which Carried at Close of Period, Land [1] 3,158      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 11,474      
Total 14,632      
Accumulated depreciation [2] $ 2,570      
Office [Member] | 6411 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Acquired 2006      
Initial Costs, Land $ 6,867      
Initial Costs, Building and Improvements 17,470      
Costs Capitalized Subsequent to Acquisition (12,445)      
Gross Amount at Which Carried at Close of Period, Land [1] 3,216      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 8,676      
Total 11,892      
Accumulated depreciation [2] $ 2,452      
Office [Member] | 4200 Parliament Place [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1989      
Acquired 1998      
Initial Costs, Land $ 2,114      
Initial Costs, Building and Improvements 13,546      
Costs Capitalized Subsequent to Acquisition (6,173)      
Gross Amount at Which Carried at Close of Period, Land [1] 774      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 8,713      
Total 9,487      
Accumulated depreciation [2] $ 4,258      
Office And Office/Flex Buildings [Member] | 3 Terri Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1991      
Acquired 1998      
Initial Costs, Land $ 652      
Initial Costs, Building and Improvements 3,433      
Costs Capitalized Subsequent to Acquisition 1,549      
Gross Amount at Which Carried at Close of Period, Land [3] 658      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 4,976      
Total 5,634      
Accumulated depreciation [2] $ 2,285      
Office And Office/Flex Buildings [Member] | 5 Terri Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1992      
Acquired 1998      
Initial Costs, Land $ 564      
Initial Costs, Building and Improvements 3,792      
Costs Capitalized Subsequent to Acquisition 2,272      
Gross Amount at Which Carried at Close of Period, Land [3] 569      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 6,059      
Total 6,628      
Accumulated depreciation [2] $ 2,856      
Office And Office/Flex Buildings [Member] | 2 Commerce Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1986      
Acquired 1999      
Initial Costs, Land $ 723      
Initial Costs, Building and Improvements 2,893      
Costs Capitalized Subsequent to Acquisition 544      
Gross Amount at Which Carried at Close of Period, Land [3] 723      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 3,437      
Total 4,160      
Accumulated depreciation [2] $ 1,461      
Office And Office/Flex Buildings [Member] | 101 Commerce Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 1998      
Initial Costs, Land $ 422      
Initial Costs, Building and Improvements 3,528      
Costs Capitalized Subsequent to Acquisition 436      
Gross Amount at Which Carried at Close of Period, Land [3] 426      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 3,960      
Total 4,386      
Accumulated depreciation [2] $ 1,893      
Office And Office/Flex Buildings [Member] | 102 Commerce Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1999      
Initial Costs, Land $ 389      
Initial Costs, Building and Improvements 1,554      
Costs Capitalized Subsequent to Acquisition 482      
Gross Amount at Which Carried at Close of Period, Land [3] 389      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 2,036      
Total 2,425      
Accumulated depreciation [2] $ 732      
Office And Office/Flex Buildings [Member] | 201 Commerce Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1986      
Acquired 1998      
Initial Costs, Land $ 254      
Initial Costs, Building and Improvements 1,694      
Costs Capitalized Subsequent to Acquisition 349      
Gross Amount at Which Carried at Close of Period, Land [3] 258      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 2,039      
Total 2,297      
Accumulated depreciation [2] $ 922      
Office And Office/Flex Buildings [Member] | 202 Commerce Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 1999      
Initial Costs, Land $ 490      
Initial Costs, Building and Improvements 1,963      
Costs Capitalized Subsequent to Acquisition 384      
Gross Amount at Which Carried at Close of Period, Land [3] 490      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 2,347      
Total 2,837      
Accumulated depreciation [2] $ 919      
Office And Office/Flex Buildings [Member] | 1 Executive Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1989      
Acquired 1998      
Initial Costs, Land $ 226      
Initial Costs, Building and Improvements 1,453      
Costs Capitalized Subsequent to Acquisition 772      
Gross Amount at Which Carried at Close of Period, Land [3] 228      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 2,223      
Total 2,451      
Accumulated depreciation [2] $ 979      
Office And Office/Flex Buildings [Member] | 2 Executive Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 2000      
Initial Costs, Land $ 801      
Initial Costs, Building and Improvements 3,206      
Costs Capitalized Subsequent to Acquisition 980      
Gross Amount at Which Carried at Close of Period, Land [3] 801      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 4,186      
Total 4,987      
Accumulated depreciation [2] $ 1,530      
Office And Office/Flex Buildings [Member] | 101 Executive Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1998      
Initial Costs, Land $ 241      
Initial Costs, Building and Improvements 2,262      
Costs Capitalized Subsequent to Acquisition 701      
Gross Amount at Which Carried at Close of Period, Land [3] 244      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 2,960      
Total 3,204      
Accumulated depreciation [2] $ 1,328      
Office And Office/Flex Buildings [Member] | 102 Executive Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1998      
Initial Costs, Land $ 353      
Initial Costs, Building and Improvements 3,607      
Costs Capitalized Subsequent to Acquisition 420      
Gross Amount at Which Carried at Close of Period, Land [3] 357      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 4,023      
Total 4,380      
Accumulated depreciation [2] $ 1,812      
Office And Office/Flex Buildings [Member] | 225 Executive Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1998      
Initial Costs, Land $ 323      
Initial Costs, Building and Improvements 2,477      
Costs Capitalized Subsequent to Acquisition 457      
Gross Amount at Which Carried at Close of Period, Land [3] 326      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 2,931      
Total 3,257      
Accumulated depreciation [2] $ 1,280      
Office And Office/Flex Buildings [Member] | 97 Foster Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1982      
Acquired 1998      
Initial Costs, Land $ 208      
Initial Costs, Building and Improvements 1,382      
Costs Capitalized Subsequent to Acquisition 389      
Gross Amount at Which Carried at Close of Period, Land [3] 211      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 1,768      
Total 1,979      
Accumulated depreciation [2] $ 885      
Office And Office/Flex Buildings [Member] | 1507 Lancer Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1995      
Acquired 1998      
Initial Costs, Land $ 119      
Initial Costs, Building and Improvements 1,106      
Costs Capitalized Subsequent to Acquisition 209      
Gross Amount at Which Carried at Close of Period, Land [3] 120      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 1,314      
Total 1,434      
Accumulated depreciation [2] $ 612      
Office And Office/Flex Buildings [Member] | 1245 North Church Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1998      
Acquired 2001      
Initial Costs, Land $ 691      
Initial Costs, Building and Improvements 2,810      
Costs Capitalized Subsequent to Acquisition 110      
Gross Amount at Which Carried at Close of Period, Land [3] 691      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 2,920      
Total 3,611      
Accumulated depreciation [2] $ 1,078      
Office And Office/Flex Buildings [Member] | 1247 North Church Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1998      
Acquired 2001      
Initial Costs, Land $ 805      
Initial Costs, Building and Improvements 3,269      
Costs Capitalized Subsequent to Acquisition 175      
Gross Amount at Which Carried at Close of Period, Land [3] 805      
Gross Amount at Which Carried at Close of Period, Building and Improvements [3] 3,444      
Total 4,249      
Accumulated depreciation [2] $ 1,287      
Office And Office/Flex Buildings [Member] | 1256 North Church Street [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1984      
Acquired 1998      
Initial Costs, Land $ 354      
Initial Costs, Building and Improvements 3,098      
Costs Capitalized Subsequent to Acquisition 658      
Gross Amount at Which Carried at Close of Period, Land [1] 357      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,753      
Total 4,110      
Accumulated depreciation [2] $ 1,678      
Office And Office/Flex Buildings [Member] | 840 North Lenola Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1995      
Acquired 1998      
Initial Costs, Land $ 329      
Initial Costs, Building and Improvements 2,366      
Costs Capitalized Subsequent to Acquisition 499      
Gross Amount at Which Carried at Close of Period, Land [1] 333      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,861      
Total 3,194      
Accumulated depreciation [2] $ 1,286      
Office And Office/Flex Buildings [Member] | 844 North Lenola Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1995      
Acquired 1998      
Initial Costs, Land $ 239      
Initial Costs, Building and Improvements 1,714      
Costs Capitalized Subsequent to Acquisition 298      
Gross Amount at Which Carried at Close of Period, Land [1] 241      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,010      
Total 2,251      
Accumulated depreciation [2] $ 957      
Office And Office/Flex Buildings [Member] | 915 North Lenola Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1998      
Acquired 2000      
Initial Costs, Land $ 508      
Initial Costs, Building and Improvements 2,034      
Costs Capitalized Subsequent to Acquisition 215      
Gross Amount at Which Carried at Close of Period, Land [1] 508      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,249      
Total 2,757      
Accumulated depreciation [2] $ 985      
Office And Office/Flex Buildings [Member] | 2 Twosome Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2000      
Acquired 2001      
Initial Costs, Land $ 701      
Initial Costs, Building and Improvements 2,807      
Costs Capitalized Subsequent to Acquisition 225      
Gross Amount at Which Carried at Close of Period, Land [1] 701      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,032      
Total 3,733      
Accumulated depreciation [2] $ 1,077      
Office And Office/Flex Buildings [Member] | 30 Twosome Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1997      
Acquired 1998      
Initial Costs, Land $ 234      
Initial Costs, Building and Improvements 1,954      
Costs Capitalized Subsequent to Acquisition 510      
Gross Amount at Which Carried at Close of Period, Land [1] 236      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,462      
Total 2,698      
Accumulated depreciation [2] $ 1,251      
Office And Office/Flex Buildings [Member] | 31 Twosome Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1998      
Acquired 2001      
Initial Costs, Land $ 815      
Initial Costs, Building and Improvements 3,276      
Costs Capitalized Subsequent to Acquisition 258      
Gross Amount at Which Carried at Close of Period, Land [1] 815      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,534      
Total 4,349      
Accumulated depreciation [2] $ 1,303      
Office And Office/Flex Buildings [Member] | 40 Twosome Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1996      
Acquired 1998      
Initial Costs, Land $ 297      
Initial Costs, Building and Improvements 2,393      
Costs Capitalized Subsequent to Acquisition 160      
Gross Amount at Which Carried at Close of Period, Land [1] 301      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,549      
Total 2,850      
Accumulated depreciation [2] $ 1,180      
Office And Office/Flex Buildings [Member] | 41 Twosome Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1998      
Acquired 2001      
Initial Costs, Land $ 605      
Initial Costs, Building and Improvements 2,459      
Costs Capitalized Subsequent to Acquisition 214      
Gross Amount at Which Carried at Close of Period, Land [1] 605      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,673      
Total 3,278      
Accumulated depreciation [2] $ 1,016      
Office And Office/Flex Buildings [Member] | 50 Twosome Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1997      
Acquired 1998      
Initial Costs, Land $ 301      
Initial Costs, Building and Improvements 2,330      
Costs Capitalized Subsequent to Acquisition 98      
Gross Amount at Which Carried at Close of Period, Land [1] 304      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,425      
Total 2,729      
Accumulated depreciation [2] $ 1,133      
Office And Office/Flex Buildings [Member] | 100 Horizon Center Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1989      
Acquired 1995      
Initial Costs, Land $ 205      
Initial Costs, Building and Improvements 1,676      
Costs Capitalized Subsequent to Acquisition 730      
Gross Amount at Which Carried at Close of Period, Land [1] 325      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,286      
Total 2,611      
Accumulated depreciation [2] $ 1,029      
Office And Office/Flex Buildings [Member] | 200 Horizon Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1991      
Acquired 1995      
Initial Costs, Land $ 205      
Initial Costs, Building and Improvements 3,027      
Costs Capitalized Subsequent to Acquisition 715      
Gross Amount at Which Carried at Close of Period, Land [1] 357      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,590      
Total 3,947      
Accumulated depreciation [2] $ 1,845      
Office And Office/Flex Buildings [Member] | 300 Horizon Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1989      
Acquired 1995      
Initial Costs, Land $ 379      
Initial Costs, Building and Improvements 4,355      
Costs Capitalized Subsequent to Acquisition 1,428      
Gross Amount at Which Carried at Close of Period, Land [1] 531      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 5,631      
Total 6,162      
Accumulated depreciation [2] $ 2,641      
Office And Office/Flex Buildings [Member] | 500 Horizon Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1995      
Initial Costs, Land $ 379      
Initial Costs, Building and Improvements 3,395      
Costs Capitalized Subsequent to Acquisition 901      
Gross Amount at Which Carried at Close of Period, Land [1] 496      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,179      
Total 4,675      
Accumulated depreciation [2] $ 2,152      
Office And Office/Flex Buildings [Member] | 600 Horizon Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2002      
Acquired 2002      
Initial Costs, Building and Improvements $ 7,549      
Costs Capitalized Subsequent to Acquisition 709      
Gross Amount at Which Carried at Close of Period, Land [1] 685      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,573      
Total 8,258      
Accumulated depreciation [2] $ 2,478      
Office And Office/Flex Buildings [Member] | 1325 Campus Parkway [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 1995      
Initial Costs, Land $ 270      
Initial Costs, Building and Improvements 2,928      
Costs Capitalized Subsequent to Acquisition 725      
Gross Amount at Which Carried at Close of Period, Land [1] 270      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,653      
Total 3,923      
Accumulated depreciation [2] $ 1,914      
Office And Office/Flex Buildings [Member] | 1340 Campus Parkway [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1992      
Acquired 1995      
Initial Costs, Land $ 489      
Initial Costs, Building and Improvements 4,621      
Costs Capitalized Subsequent to Acquisition 1,836      
Gross Amount at Which Carried at Close of Period, Land [1] 489      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 6,457      
Total 6,946      
Accumulated depreciation [2] $ 3,434      
Office And Office/Flex Buildings [Member] | 1345 Campus Parkway [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1995      
Acquired 1997      
Initial Costs, Land $ 1,023      
Initial Costs, Building and Improvements 5,703      
Costs Capitalized Subsequent to Acquisition 1,772      
Gross Amount at Which Carried at Close of Period, Land [1] 1,024      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,474      
Total 8,498      
Accumulated depreciation [2] $ 3,841      
Office And Office/Flex Buildings [Member] | 1433 Highway 34 [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1985      
Acquired 1995      
Initial Costs, Land $ 889      
Initial Costs, Building and Improvements 4,321      
Costs Capitalized Subsequent to Acquisition 1,655      
Gross Amount at Which Carried at Close of Period, Land [1] 889      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 5,976      
Total 6,865      
Accumulated depreciation [2] $ 2,972      
Office And Office/Flex Buildings [Member] | 1320 Wyckoff Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1986      
Acquired 1995      
Initial Costs, Land $ 255      
Initial Costs, Building and Improvements 1,285      
Costs Capitalized Subsequent to Acquisition 291      
Gross Amount at Which Carried at Close of Period, Land [1] 216      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 1,615      
Total 1,831      
Accumulated depreciation [2] $ 908      
Office And Office/Flex Buildings [Member] | 1324 Wyckoff Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1995      
Initial Costs, Land $ 230      
Initial Costs, Building and Improvements 1,439      
Costs Capitalized Subsequent to Acquisition 317      
Gross Amount at Which Carried at Close of Period, Land [1] 190      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 1,796      
Total 1,986      
Accumulated depreciation [2] $ 853      
Office And Office/Flex Buildings [Member] | 1 Center Court [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1999      
Acquired 1999      
Initial Costs, Land $ 270      
Initial Costs, Building and Improvements 1,824      
Costs Capitalized Subsequent to Acquisition 490      
Gross Amount at Which Carried at Close of Period, Land [1] 270      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,314      
Total 2,584      
Accumulated depreciation [2] $ 990      
Office And Office/Flex Buildings [Member] | 2 Center Court [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1998      
Acquired 1998      
Initial Costs, Land $ 191      
Costs Capitalized Subsequent to Acquisition 2,476      
Gross Amount at Which Carried at Close of Period, Land [1] 191      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,476      
Total 2,667      
Accumulated depreciation [2] $ 1,089      
Office And Office/Flex Buildings [Member] | 11 Commerce Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1989      
Acquired 1995      
Initial Costs, Land $ 586      
Initial Costs, Building and Improvements 2,986      
Costs Capitalized Subsequent to Acquisition 1,000      
Gross Amount at Which Carried at Close of Period, Land [1] 586      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,986      
Total 4,572      
Accumulated depreciation [2] $ 2,086      
Office And Office/Flex Buildings [Member] | 20 Commerce Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1992      
Acquired 1995      
Initial Costs, Land $ 516      
Initial Costs, Building and Improvements 3,108      
Costs Capitalized Subsequent to Acquisition 111      
Gross Amount at Which Carried at Close of Period, Land [1] 516      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,219      
Total 3,735      
Accumulated depreciation [2] $ 1,600      
Office And Office/Flex Buildings [Member] | 29 Commerce Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1995      
Initial Costs, Land $ 586      
Initial Costs, Building and Improvements 3,092      
Costs Capitalized Subsequent to Acquisition 961      
Gross Amount at Which Carried at Close of Period, Land [1] 586      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,053      
Total 4,639      
Accumulated depreciation [2] $ 1,809      
Office And Office/Flex Buildings [Member] | 40 Commerce Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1995      
Initial Costs, Land $ 516      
Initial Costs, Building and Improvements 3,260      
Costs Capitalized Subsequent to Acquisition 1,509      
Gross Amount at Which Carried at Close of Period, Land [1] 516      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,769      
Total 5,285      
Accumulated depreciation [2] $ 2,293      
Office And Office/Flex Buildings [Member] | 45 Commerce Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1992      
Acquired 1995      
Initial Costs, Land $ 536      
Initial Costs, Building and Improvements 3,379      
Costs Capitalized Subsequent to Acquisition 497      
Gross Amount at Which Carried at Close of Period, Land [1] 536      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,876      
Total 4,412      
Accumulated depreciation [2] $ 1,940      
Office And Office/Flex Buildings [Member] | 60 Commerce Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 1995      
Initial Costs, Land $ 526      
Initial Costs, Building and Improvements 3,257      
Costs Capitalized Subsequent to Acquisition 507      
Gross Amount at Which Carried at Close of Period, Land [1] 526      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,764      
Total 4,290      
Accumulated depreciation [2] $ 2,048      
Office And Office/Flex Buildings [Member] | 80 Commerce Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1996      
Acquired 1996      
Initial Costs, Land $ 227      
Costs Capitalized Subsequent to Acquisition 1,348      
Gross Amount at Which Carried at Close of Period, Land [1] 227      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 1,348      
Total 1,575      
Accumulated depreciation [2] $ 638      
Office And Office/Flex Buildings [Member] | 100 Commerce Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1996      
Acquired 1996      
Initial Costs, Land $ 226      
Costs Capitalized Subsequent to Acquisition 1,348      
Gross Amount at Which Carried at Close of Period, Land [1] 226      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 1,348      
Total 1,574      
Accumulated depreciation [2] $ 637      
Office And Office/Flex Buildings [Member] | 120 Commerce Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1994      
Acquired 1995      
Initial Costs, Land $ 228      
Costs Capitalized Subsequent to Acquisition 1,284      
Gross Amount at Which Carried at Close of Period, Land [1] 229      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 1,283      
Total 1,512      
Accumulated depreciation [2] $ 657      
Office And Office/Flex Buildings [Member] | 140 Commerce Way [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1994      
Acquired 1995      
Initial Costs, Land $ 229      
Costs Capitalized Subsequent to Acquisition 1,282      
Gross Amount at Which Carried at Close of Period, Land [1] 228      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 1,283      
Total 1,511      
Accumulated depreciation [2] $ 657      
Office And Office/Flex Buildings [Member] | 11 Clearbrook Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1974      
Acquired 1997      
Initial Costs, Land $ 149      
Initial Costs, Building and Improvements 2,159      
Costs Capitalized Subsequent to Acquisition 602      
Gross Amount at Which Carried at Close of Period, Land [1] 149      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,761      
Total 2,910      
Accumulated depreciation [3] $ 1,278      
Office And Office/Flex Buildings [Member] | 75 Clearbrook Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1997      
Initial Costs, Land $ 2,314      
Initial Costs, Building and Improvements 4,716      
Costs Capitalized Subsequent to Acquisition 57      
Gross Amount at Which Carried at Close of Period, Land [1] 2,314      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,773      
Total 7,087      
Accumulated depreciation [3] $ 2,259      
Office And Office/Flex Buildings [Member] | 125 Clearbrook Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2002      
Acquired 2002      
Initial Costs, Land $ 1,055      
Initial Costs, Building and Improvements 3,676      
Costs Capitalized Subsequent to Acquisition (445)      
Gross Amount at Which Carried at Close of Period, Land [1] 1,055      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,231      
Total 4,286      
Accumulated depreciation [3] $ 1,145      
Office And Office/Flex Buildings [Member] | 150 Clearbrook Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1975      
Acquired 1997      
Initial Costs, Land $ 497      
Initial Costs, Building and Improvements 7,030      
Costs Capitalized Subsequent to Acquisition 2,221      
Gross Amount at Which Carried at Close of Period, Land [1] 497      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 9,251      
Total 9,748      
Accumulated depreciation [3] $ 4,104      
Office And Office/Flex Buildings [Member] | 175 Clearbrook Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1973      
Acquired 1997      
Initial Costs, Land $ 655      
Initial Costs, Building and Improvements 7,473      
Costs Capitalized Subsequent to Acquisition 762      
Gross Amount at Which Carried at Close of Period, Land [1] 655      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 8,235      
Total 8,890      
Accumulated depreciation [3] $ 3,863      
Office And Office/Flex Buildings [Member] | 200 Clearbrook Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1974      
Acquired 1997      
Initial Costs, Land $ 579      
Initial Costs, Building and Improvements 6,620      
Costs Capitalized Subsequent to Acquisition 1,888      
Gross Amount at Which Carried at Close of Period, Land [1] 579      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 8,508      
Total 9,087      
Accumulated depreciation [3] $ 3,852      
Office And Office/Flex Buildings [Member] | 250 Clearbrook Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1973      
Acquired 1997      
Initial Costs, Land $ 867      
Initial Costs, Building and Improvements 8,647      
Costs Capitalized Subsequent to Acquisition 2,395      
Gross Amount at Which Carried at Close of Period, Land [1] 867      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 11,042      
Total 11,909      
Accumulated depreciation [3] $ 4,697      
Office And Office/Flex Buildings [Member] | 50 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1969      
Acquired 1997      
Initial Costs, Land $ 237      
Initial Costs, Building and Improvements 2,617      
Costs Capitalized Subsequent to Acquisition 441      
Gross Amount at Which Carried at Close of Period, Land [1] 237      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,058      
Total 3,295      
Accumulated depreciation [3] $ 1,404      
Office And Office/Flex Buildings [Member] | 77 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1977      
Acquired 1997      
Initial Costs, Land $ 34      
Initial Costs, Building and Improvements 1,104      
Costs Capitalized Subsequent to Acquisition 212      
Gross Amount at Which Carried at Close of Period, Land [1] 34      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 1,316      
Total 1,350      
Accumulated depreciation [3] $ 677      
Office And Office/Flex Buildings [Member] | 85 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1968      
Acquired 1997      
Initial Costs, Land $ 155      
Initial Costs, Building and Improvements 2,507      
Costs Capitalized Subsequent to Acquisition 516      
Gross Amount at Which Carried at Close of Period, Land [1] 155      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,023      
Total 3,178      
Accumulated depreciation [3] $ 1,284      
Office And Office/Flex Buildings [Member] | 300 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1970      
Acquired 1997      
Initial Costs, Land $ 460      
Initial Costs, Building and Improvements 3,609      
Costs Capitalized Subsequent to Acquisition 306      
Gross Amount at Which Carried at Close of Period, Land [1] 460      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,915      
Total 4,375      
Accumulated depreciation [3] $ 1,802      
Office And Office/Flex Buildings [Member] | 350 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1970      
Acquired 1997      
Initial Costs, Land $ 100      
Initial Costs, Building and Improvements 1,793      
Costs Capitalized Subsequent to Acquisition 175      
Gross Amount at Which Carried at Close of Period, Land [1] 100      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 1,968      
Total 2,068      
Accumulated depreciation [2] $ 942      
Office And Office/Flex Buildings [Member] | 399 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1962      
Acquired 1997      
Initial Costs, Land $ 531      
Initial Costs, Building and Improvements 7,191      
Costs Capitalized Subsequent to Acquisition 163      
Gross Amount at Which Carried at Close of Period, Land [1] 531      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,354      
Total 7,885      
Accumulated depreciation [2] $ 3,502      
Office And Office/Flex Buildings [Member] | 400 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1970      
Acquired 1997      
Initial Costs, Land $ 2,202      
Initial Costs, Building and Improvements 1,846      
Costs Capitalized Subsequent to Acquisition 938      
Gross Amount at Which Carried at Close of Period, Land [1] 2,202      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,784      
Total 4,986      
Accumulated depreciation [2] $ 1,407      
Office And Office/Flex Buildings [Member] | 500 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1970      
Acquired 1997      
Initial Costs, Land $ 258      
Initial Costs, Building and Improvements 4,183      
Costs Capitalized Subsequent to Acquisition 434      
Gross Amount at Which Carried at Close of Period, Land [1] 258      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,617      
Total 4,875      
Accumulated depreciation [2] $ 2,268      
Office And Office/Flex Buildings [Member] | 525 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1972      
Acquired 1997      
Initial Costs, Land $ 345      
Initial Costs, Building and Improvements 5,499      
Costs Capitalized Subsequent to Acquisition 837      
Gross Amount at Which Carried at Close of Period, Land [1] 345      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 6,336      
Total 6,681      
Accumulated depreciation [2] $ 3,082      
Office And Office/Flex Buildings [Member] | 1 Westchester Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1967      
Acquired 1997      
Initial Costs, Land $ 199      
Initial Costs, Building and Improvements 2,023      
Costs Capitalized Subsequent to Acquisition 469      
Gross Amount at Which Carried at Close of Period, Land [1] 199      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,492      
Total 2,691      
Accumulated depreciation [2] $ 1,318      
Office And Office/Flex Buildings [Member] | 2 Westchester Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1968      
Acquired 1997      
Initial Costs, Land $ 234      
Initial Costs, Building and Improvements 2,726      
Costs Capitalized Subsequent to Acquisition 686      
Gross Amount at Which Carried at Close of Period, Land [1] 234      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,412      
Total 3,646      
Accumulated depreciation [2] $ 1,510      
Office And Office/Flex Buildings [Member] | 3 Westchester Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1969      
Acquired 1997      
Initial Costs, Land $ 655      
Initial Costs, Building and Improvements 7,936      
Costs Capitalized Subsequent to Acquisition 1,343      
Gross Amount at Which Carried at Close of Period, Land [1] 655      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 9,279      
Total 9,934      
Accumulated depreciation [2] $ 4,453      
Office And Office/Flex Buildings [Member] | 4 Westchester Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1969      
Acquired 1997      
Initial Costs, Land $ 320      
Initial Costs, Building and Improvements 3,729      
Costs Capitalized Subsequent to Acquisition 1,244      
Gross Amount at Which Carried at Close of Period, Land [1] 320      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,973      
Total 5,293      
Accumulated depreciation [2] $ 2,455      
Office And Office/Flex Buildings [Member] | 5 Westchester Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1969      
Acquired 1997      
Initial Costs, Land $ 118      
Initial Costs, Building and Improvements 1,949      
Costs Capitalized Subsequent to Acquisition 425      
Gross Amount at Which Carried at Close of Period, Land [1] 118      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,374      
Total 2,492      
Accumulated depreciation [2] $ 1,219      
Office And Office/Flex Buildings [Member] | 6 Westchester Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1968      
Acquired 1997      
Initial Costs, Land $ 164      
Initial Costs, Building and Improvements 1,998      
Costs Capitalized Subsequent to Acquisition 166      
Gross Amount at Which Carried at Close of Period, Land [1] 164      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,164      
Total 2,328      
Accumulated depreciation [2] $ 1,012      
Office And Office/Flex Buildings [Member] | 7 Westchester Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1972      
Acquired 1997      
Initial Costs, Land $ 286      
Initial Costs, Building and Improvements 4,321      
Costs Capitalized Subsequent to Acquisition 681      
Gross Amount at Which Carried at Close of Period, Land [1] 286      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 5,002      
Total 5,288      
Accumulated depreciation [2] $ 2,187      
Office And Office/Flex Buildings [Member] | 8 Westchester Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1971      
Acquired 1997      
Initial Costs, Land $ 447      
Initial Costs, Building and Improvements 5,262      
Costs Capitalized Subsequent to Acquisition 1,917      
Gross Amount at Which Carried at Close of Period, Land [1] 447      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,179      
Total 7,626      
Accumulated depreciation [2] $ 3,157      
Office And Office/Flex Buildings [Member] | 200 Saw Mill River Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1965      
Acquired 1997      
Initial Costs, Land $ 353      
Initial Costs, Building and Improvements 3,353      
Costs Capitalized Subsequent to Acquisition 533      
Gross Amount at Which Carried at Close of Period, Land [1] 353      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,886      
Total 4,239      
Accumulated depreciation [2] $ 1,831      
Office And Office/Flex Buildings [Member] | 4 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1997      
Initial Costs, Land $ 363      
Initial Costs, Building and Improvements 7,513      
Costs Capitalized Subsequent to Acquisition 2,873      
Gross Amount at Which Carried at Close of Period, Land [1] 363      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 10,386      
Total 10,749      
Accumulated depreciation [2] $ 5,320      
Office And Office/Flex Buildings [Member] | 5 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1980      
Acquired 2001      
Initial Costs, Land $ 2,219      
Initial Costs, Building and Improvements 8,916      
Costs Capitalized Subsequent to Acquisition 1,747      
Gross Amount at Which Carried at Close of Period, Land [1] 2,219      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 10,663      
Total 12,882      
Accumulated depreciation [2] $ 4,706      
Office And Office/Flex Buildings [Member] | 6 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1980      
Acquired 2001      
Initial Costs, Land $ 740      
Initial Costs, Building and Improvements 2,971      
Costs Capitalized Subsequent to Acquisition 1,498      
Gross Amount at Which Carried at Close of Period, Land [1] 740      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,469      
Total 5,209      
Accumulated depreciation [2] $ 2,380      
Office And Office/Flex Buildings [Member] | 8 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1985      
Acquired 1997      
Initial Costs, Land $ 212      
Initial Costs, Building and Improvements 4,410      
Costs Capitalized Subsequent to Acquisition 769      
Gross Amount at Which Carried at Close of Period, Land [1] 212      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 5,179      
Total 5,391      
Accumulated depreciation [2] $ 2,557      
Office And Office/Flex Buildings [Member] | 10 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1985      
Acquired 1997      
Initial Costs, Land $ 134      
Initial Costs, Building and Improvements 2,799      
Costs Capitalized Subsequent to Acquisition 732      
Gross Amount at Which Carried at Close of Period, Land [1] 134      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,531      
Total 3,665      
Accumulated depreciation [2] $ 1,903      
Office And Office/Flex Buildings [Member] | 11 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1989      
Acquired [3] 1997      
Initial Costs, Building and Improvements [3] $ 4,788      
Costs Capitalized Subsequent to Acquisition [3] 761      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1],[3] 5,549      
Total [3] 5,549      
Accumulated depreciation [2],[3] $ 2,409      
Office And Office/Flex Buildings [Member] | 12 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1999      
Acquired [3] 1999      
Initial Costs, Land [3] $ 1,562      
Initial Costs, Building and Improvements [3] 3,254      
Costs Capitalized Subsequent to Acquisition [3] 200      
Gross Amount at Which Carried at Close of Period, Land [1],[3] 1,320      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1],[3] 3,696      
Total [3] 5,016      
Accumulated depreciation [2],[3] $ 1,497      
Office And Office/Flex Buildings [Member] | 15 Skyline Drive [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1989      
Acquired [3] 1997      
Initial Costs, Building and Improvements [3] $ 7,449      
Costs Capitalized Subsequent to Acquisition [3] 1,060      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1],[3] 8,509      
Total [3] 8,509      
Accumulated depreciation [2],[3] $ 3,620      
Office And Office/Flex Buildings [Member] | 100 Corporate Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1997      
Initial Costs, Land $ 602      
Initial Costs, Building and Improvements 9,910      
Costs Capitalized Subsequent to Acquisition 1,397      
Gross Amount at Which Carried at Close of Period, Land [1] 602      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 11,307      
Total 11,909      
Accumulated depreciation [2] $ 5,342      
Office And Office/Flex Buildings [Member] | 200 Corporate Boulevard South [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1997      
Initial Costs, Land $ 502      
Initial Costs, Building and Improvements 7,575      
Costs Capitalized Subsequent to Acquisition 1,472      
Gross Amount at Which Carried at Close of Period, Land [1] 502      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 9,047      
Total 9,549      
Accumulated depreciation [2] $ 4,473      
Office And Office/Flex Buildings [Member] | 4 Executive Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1986      
Acquired 1997      
Initial Costs, Land $ 584      
Initial Costs, Building and Improvements 6,134      
Costs Capitalized Subsequent to Acquisition 1,142      
Gross Amount at Which Carried at Close of Period, Land [1] 584      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 7,276      
Total 7,860      
Accumulated depreciation [2] $ 3,294      
Office And Office/Flex Buildings [Member] | 6 Executive Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1987      
Acquired 1997      
Initial Costs, Land $ 546      
Initial Costs, Building and Improvements 7,246      
Costs Capitalized Subsequent to Acquisition 2,206      
Gross Amount at Which Carried at Close of Period, Land [1] 546      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 9,452      
Total 9,998      
Accumulated depreciation [2] $ 4,218      
Office And Office/Flex Buildings [Member] | 1 Odell Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1980      
Acquired 1997      
Initial Costs, Land $ 1,206      
Initial Costs, Building and Improvements 6,815      
Costs Capitalized Subsequent to Acquisition 2,221      
Gross Amount at Which Carried at Close of Period, Land [1] 1,206      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 9,036      
Total 10,242      
Accumulated depreciation [2] $ 4,058      
Office And Office/Flex Buildings [Member] | 5 Odell Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1983      
Acquired 1997      
Initial Costs, Land $ 331      
Initial Costs, Building and Improvements 2,988      
Costs Capitalized Subsequent to Acquisition 535      
Gross Amount at Which Carried at Close of Period, Land [1] 331      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,523      
Total 3,854      
Accumulated depreciation [2] $ 1,760      
Office And Office/Flex Buildings [Member] | 7 Odell Plaza [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1984      
Acquired 1997      
Initial Costs, Land $ 419      
Initial Costs, Building and Improvements 4,418      
Costs Capitalized Subsequent to Acquisition 1,249      
Gross Amount at Which Carried at Close of Period, Land [1] 419      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 5,667      
Total 6,086      
Accumulated depreciation [2] $ 2,482      
Office And Office/Flex Buildings [Member] | 419 West Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1986      
Acquired 1997      
Initial Costs, Land $ 4,538      
Initial Costs, Building and Improvements 9,246      
Costs Capitalized Subsequent to Acquisition 1,298      
Gross Amount at Which Carried at Close of Period, Land [1] 4,538      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 10,544      
Total 15,082      
Accumulated depreciation [2] $ 5,417      
Office And Office/Flex Buildings [Member] | 500 West Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 1997      
Initial Costs, Land $ 415      
Initial Costs, Building and Improvements 1,679      
Costs Capitalized Subsequent to Acquisition 654      
Gross Amount at Which Carried at Close of Period, Land [1] 415      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,333      
Total 2,748      
Accumulated depreciation [2] $ 899      
Office And Office/Flex Buildings [Member] | 550 West Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1990      
Acquired 1997      
Initial Costs, Land $ 1,975      
Initial Costs, Building and Improvements 3,856      
Costs Capitalized Subsequent to Acquisition 185      
Gross Amount at Which Carried at Close of Period, Land [1] 1,975      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 4,041      
Total 6,016      
Accumulated depreciation [2] $ 1,956      
Office And Office/Flex Buildings [Member] | 600 West Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1999      
Acquired 1999      
Initial Costs, Land $ 2,305      
Initial Costs, Building and Improvements 2,863      
Costs Capitalized Subsequent to Acquisition 754      
Gross Amount at Which Carried at Close of Period, Land [1] 2,305      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,617      
Total 5,922      
Accumulated depreciation [2] $ 1,426      
Office And Office/Flex Buildings [Member] | 650 West Avenue [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1998      
Acquired 1998      
Initial Costs, Land $ 1,328      
Costs Capitalized Subsequent to Acquisition 3,524      
Gross Amount at Which Carried at Close of Period, Land [1] 1,328      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 3,524      
Total 4,852      
Accumulated depreciation [2] $ 1,601      
Industrial/Warehouse Facilities [Member] | 1 Warehouse Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1957      
Acquired [3] 1997      
Initial Costs, Land [3] $ 3      
Initial Costs, Building and Improvements [3] 268      
Costs Capitalized Subsequent to Acquisition [3] 233      
Gross Amount at Which Carried at Close of Period, Land [1],[3] 3      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1],[3] 501      
Total [3] 504      
Accumulated depreciation [2],[3] $ 238      
Industrial/Warehouse Facilities [Member] | 2 Warehouse Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1957      
Acquired [3] 1997      
Initial Costs, Land [3] $ 4      
Initial Costs, Building and Improvements [3] 672      
Costs Capitalized Subsequent to Acquisition [3] 232      
Gross Amount at Which Carried at Close of Period, Land [1],[3] 4      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1],[3] 904      
Total [3] 908      
Accumulated depreciation [2],[3] $ 378      
Industrial/Warehouse Facilities [Member] | 3 Warehouse Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1957      
Acquired [3] 1997      
Initial Costs, Land [3] $ 21      
Initial Costs, Building and Improvements [3] 1,948      
Costs Capitalized Subsequent to Acquisition [3] 363      
Gross Amount at Which Carried at Close of Period, Land [1],[3] 21      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1],[3] 2,311      
Total [3] 2,332      
Accumulated depreciation [2],[3] $ 1,181      
Industrial/Warehouse Facilities [Member] | 4 Warehouse Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1957      
Acquired [3] 1997      
Initial Costs, Land [3] $ 84      
Initial Costs, Building and Improvements [3] 13,393      
Costs Capitalized Subsequent to Acquisition [3] 3,405      
Gross Amount at Which Carried at Close of Period, Land [1],[3] 85      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1],[3] 16,797      
Total [3] 16,882      
Accumulated depreciation [2],[3] $ 7,261      
Industrial/Warehouse Facilities [Member] | 5 Warehouse Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1957      
Acquired [3] 1997      
Initial Costs, Land [3] $ 19      
Initial Costs, Building and Improvements [3] 4,804      
Costs Capitalized Subsequent to Acquisition [3] 943      
Gross Amount at Which Carried at Close of Period, Land [1],[3] 19      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1],[3] 5,747      
Total [3] 5,766      
Accumulated depreciation [2],[3] $ 2,745      
Industrial/Warehouse Facilities [Member] | 6 Warehouse Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built [3] 1982      
Acquired [3] 1997      
Initial Costs, Land [3] $ 10      
Initial Costs, Building and Improvements [3] 4,419      
Costs Capitalized Subsequent to Acquisition [3] 2,381      
Gross Amount at Which Carried at Close of Period, Land [1],[3] 10      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1],[3] 6,800      
Total [3] 6,810      
Accumulated depreciation [2],[3] $ 2,764      
Retail [Member] | 230 White Plains Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1984      
Acquired 1997      
Initial Costs, Land $ 124      
Initial Costs, Building and Improvements 1,845      
Costs Capitalized Subsequent to Acquisition 107      
Gross Amount at Which Carried at Close of Period, Land [1] 124      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 1,952      
Total 2,076      
Accumulated depreciation [2] $ 919      
Retail [Member] | 2 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1986      
Acquired 1997      
Initial Costs, Land $ 89      
Initial Costs, Building and Improvements 2,439      
Costs Capitalized Subsequent to Acquisition 107      
Gross Amount at Which Carried at Close of Period, Land [1] 89      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 2,546      
Total 2,635      
Accumulated depreciation [2] $ 1,182      
Land [Member] | Capital Office Park Parcel A [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Acquired 2009      
Initial Costs, Land $ 840      
Costs Capitalized Subsequent to Acquisition 7      
Gross Amount at Which Carried at Close of Period, Land [1] 847      
Total $ 847      
Multi-Family Properties [Member] | Richmond Court [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1997      
Acquired 2013      
Initial Costs, Land $ 2,992      
Initial Costs, Building and Improvements 13,534      
Costs Capitalized Subsequent to Acquisition 1,601      
Gross Amount at Which Carried at Close of Period, Land [1] 2,992      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 15,135      
Total 18,127      
Accumulated depreciation [2] $ 689      
Multi-Family Properties [Member] | Riverwatch Commons [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1995      
Acquired 2013      
Initial Costs, Land $ 4,169      
Initial Costs, Building and Improvements 18,974      
Costs Capitalized Subsequent to Acquisition 729      
Gross Amount at Which Carried at Close of Period, Land [1] 4,169      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 19,703      
Total 23,872      
Accumulated depreciation [2] $ 965      
Multi-Family Properties [Member] | Park Square [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2011      
Acquired 2013      
Related Encumbrances $ 27,500      
Initial Costs, Land 4,000      
Initial Costs, Building and Improvements 40,670      
Costs Capitalized Subsequent to Acquisition 256      
Gross Amount at Which Carried at Close of Period, Land [1] 4,000      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 40,926      
Total 44,926      
Accumulated depreciation [3] $ 2,148      
Multi-Family Properties [Member] | Alterra At Overlook Ridge IA [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2004      
Acquired 2013      
Initial Costs, Land $ 9,042      
Initial Costs, Building and Improvements 50,671      
Costs Capitalized Subsequent to Acquisition 879      
Gross Amount at Which Carried at Close of Period, Land [1] 9,042      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 51,550      
Total 60,592      
Accumulated depreciation [2] $ 3,859      
Multi-Family Properties [Member] | Alterra at Overlook Ridge II [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2008      
Acquired 2013      
Initial Costs, Land $ 12,055      
Initial Costs, Building and Improvements 71,409      
Costs Capitalized Subsequent to Acquisition 250      
Gross Amount at Which Carried at Close of Period, Land [1] 12,055      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 71,659      
Total 83,714      
Accumulated depreciation [2] $ 5,236      
Multi-Family Properties [Member] | Apartments At Andover Place [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1988      
Acquired 2014      
Initial Costs, Land $ 8,535      
Initial Costs, Building and Improvements 27,609      
Costs Capitalized Subsequent to Acquisition 2,263      
Gross Amount at Which Carried at Close of Period, Land [1] 8,534      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 29,873      
Total 38,407      
Accumulated depreciation [2] $ 1,623      
Other Property [Member] | 500 Avenue At Port Imperial [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2013      
Acquired 2013      
Related Encumbrances $ 36,600      
Initial Costs, Land 13,099      
Initial Costs, Building and Improvements 56,669      
Costs Capitalized Subsequent to Acquisition (21,005)      
Gross Amount at Which Carried at Close of Period, Land [1] 13,099      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 35,664      
Total 48,763      
Accumulated depreciation [2] 2,174      
Projects Under Development And Developable Land [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Related Encumbrances 45,899      
Initial Costs, Land 204,041      
Initial Costs, Building and Improvements 237,906      
Gross Amount at Which Carried at Close of Period, Land [1] 204,041      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 237,906      
Total 441,947      
Accumulated depreciation [2] 323      
Furniture, Fixtures And Equipment [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Costs Capitalized Subsequent to Acquisition 15,167      
Gross Amount at Which Carried at Close of Period, Building and Improvements [1] 15,167      
Total 15,167      
Accumulated depreciation [2] $ 5,418      
Buildings And Improvements [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Useful Live 40 years      
Land Lease [Member] | 700 Executive Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Acquired 1997      
Initial Costs, Land $ 970      
Gross Amount at Which Carried at Close of Period, Land [1] 970      
Total $ 970      
Land Lease [Member] | 1 Enterprise Boulevard [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Acquired 1997      
Initial Costs, Land $ 1,379      
Costs Capitalized Subsequent to Acquisition 1      
Gross Amount at Which Carried at Close of Period, Land [1] 1,380      
Total $ 1,380      
Minimum [Member] | Office [Member] | 9200 Edmonston Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1973      
Minimum [Member] | Office [Member] | 6301 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1979      
Minimum [Member] | Office [Member] | 6303 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1980      
Minimum [Member] | Office [Member] | 6305 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1982      
Minimum [Member] | Office [Member] | 6411 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1984      
Maximum [Member] | Office [Member] | 9200 Edmonston Road [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2003      
Maximum [Member] | Office [Member] | 6301 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1995      
Maximum [Member] | Office [Member] | 6303 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2003      
Maximum [Member] | Office [Member] | 6305 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 1995      
Maximum [Member] | Office [Member] | 6411 Ivy Lane [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Year Built 2005      
[1] The aggregate cost for federal income tax purposes at December 31, 2015 was approximately $3.3 billion.
[2] Depreciation of buildings and improvements are calculated over lives ranging from the life of the lease to 40 years.
[3] This property is located on land leased by the Company.
v3.3.1.900
Real Estate Investments And Accumulated Depreciation (Schedule Of Changes In Rental Properties And Accumulated Depreciation) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Real Estate Investments And Accumulated Depreciation [Abstract]      
Rental Properties, Balance at beginning of year $ 4,958,179 $ 5,129,933 $ 5,379,436
Rental Properties, Additions 219,227 193,005 317,994
Rental Properties, Rental property held for sale     (107,205)
Rental Properties, Properties sold (82,015) (331,181) (256,335)
Rental Properties, Impairment charge (255,849)   (149,030)
Rental Properties, Retirements/disposals (31,824) (33,578) (54,927)
Rental Properties, Balance at end of year 4,807,718 4,958,179 5,129,933
Accumulated Depreciation, Balance at beginning of year 1,414,305 1,400,988 1,478,214
Accumulated Depreciation, Depreciation expense 147,447 143,278 155,846
Accumulated Depreciation, Rental property held for sale     (35,594)
Accumulated Depreciation, Properties sold (7,517) (96,383) (104,196)
Accumulated Depreciation, Impairment charge (57,929)   (38,353)
Accumulated Depreciation, Retirements/disposals (31,824) (33,578) (54,929)
Accumulated Depreciation, Balance at end of year $ 1,464,482 [1] $ 1,414,305 $ 1,400,988
[1] Depreciation of buildings and improvements are calculated over lives ranging from the life of the lease to 40 years.
IDEA: XBRL DOCUMENT 
begin 644 Financial_Report.xlsx
M4$L#!!0    ( *R)6$BR/"*.@P(  &@Z   3    6T-O;G1E;G1?5'EP97-=
M+GAM;,W;W6Z;,!3 \5>I. D*'S)=M/T[6>2=MJB
M=&JW1OK?A)!CGW/@P.\NU]\?1^.N]EW;N^5LX_WX40A7;4RG732,I@^1U6 [
M[<.I78M15UN]-D(N%DI40^]-[^=^RC&[N?ZZ,]8VM;GZ= Q,N91->UAC=LTXU.IS_N0
MQ87?EK,0=:^J<+KQ;YTUW32TL5__L6,Z_\=K.;F)NZZ]M?JA.2FPN]B8IF/4
MZ:8_-ZJ'P6Y_#,/V/1\3,UU5;>KY:,-"ZYLS3TE8?!>B3H34_U7[^4FI!FM>
M57!:>,&78J.MJ;]Y&^9[_MWX?<'E^ICF>OC^TM /02<.APLB\:8^)*2/!-)'
M"NDC@_2A('WDD#X*2!\EI(]X06F$(FI,(36FF!I34(TIJL845F.*JS$%UI@B
MJZ3(*BFR2HJLDB*KI,@J*;)*BJR2(JNDR"HILB8461.*K E%UH0B:T*1-:'(
MFE!D32BR)A19$XJL*476E")K2I$UI[%    *P(   L 
M  !?.0Q
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M018)"0K300$)BM-!$0E*TT$)"EM&;ROTMHS>5NAM&;VMT-LR>ENAMV7T
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MI(!+(Q9ST+Y^T&@'%@\X@^Y:O%ZUUS\(NYWFNI.!>&MV]E<(:9R:>7;T(
M4&?U]P8% E<>@5A8Z5?=1FFS.578C 17T,.]NA.N')16OR8+FYZ9YUROZN73
MC=3/[B$?FTON81.U_:)[+MU@\
M@G7!T^;!]P;^6X?@;;Y<&W@F]73(I77=LZ4_78+PQKZF:>F_FJ7,B)!T]SC&
M\[D:>^(.PO!';3Q7#3
M=G,LV]UFHUF8X'#;M+YVK?L:MRW'P\Q8>@5N,!ERZ_^G6!1.O44"SU[;\/]M
M#7:N,W:E/1*2]76Y%Z9O,RCK4<]H9Y3,D%X9N^"*:P%LM!/$S]BSO2'_&#/R
M^%\XI6.#"1L@%2M@ J0@;=5]>MS-2,S 3KF6/XL %7&[X$X6D*&%H!@",Y)3
M+3%I/(1:"+/ 4.LI&^+> FL+B;D'$/S<
M(] 2B?^@72B%:']G?"04OVSN86G4,L2NAX_2LVLN)(FY-=9/>>';C<$0LB%?
M\2<%A8,#3V*NYKDR*P!V 1HFN'J[T=Q[WF=#%18XC[JLC,/3!0I+
MXNGM'ML!75RZ(EFUJ( 04-59=AP>=+V"./ZM=
MMC<.]'/[U47<:E07<:OY&1&G#Q51\QNH@JK3^R3EW3JL+N_6476IMNCL)Z7*
M]CX6:]KUI&K;=-Z3JFW3>=]1;?I823VV6]7OQ7:[NK;:=.;3&#KSI![/Q3\+
MZ20^?1[3QQY8I>IE
MZ9#F01I#\R"-H7F0QM \2&/H"I LLX=T_4]C3JIBN#ZB2\%..;\$SZ6J6L_O
MN,5Q-4S)G$IW0+D-W:[%,*\$K7YO'-$,2&-H!B3OFB.: 6D,S8 DID,S(-FR
M=NA*D+P'.P=?P-"5('EW=NA*D,;0E2"-H7F0QGRA%^C0/$AC:!XD,<[Z._5W8QZ]YK$OL2
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MV[:3=DIU<>"G^EL4FT""B,AJH+FV#F8)Z?.K].[^^5#4A59/DNS(BVN
ME_D-SPM>S-X/DYWY&PTW_1#_UO')(&T7-=9PX6Y)HVBY]$D@!4%Z[5!;#FH%])EVT+76J]"1?=KC XO)ZYL;7UW3/V(SEY5]0502P,$
M%     @ K(E82)E&UL
M[5I;<]HX%'[OK]!X9_9M"\8V@;:T$W-I=MNTF83M3A^%$5B-;'EDD81_OTV23;J;/ 0LZ?O.14?GZ#AY\^XN8NB&B)3R>	+]O6N[!3+UES@6QHO(];JM-O=5H1I
M;*$81V1@?5XL:$#05%%:;U\@M.4?,_@5RU2-9:,!$U=!)KF(M/+Y;,7\VMX^
M9<_I.ATR@6XP&U@@?\YOI^1.6HCA5,+$P&IG/U9KQ]'22(""R7V4!;I)]J/3
M%0@R#3LZG5C.=GSVQ.V?C,K:=#1M&N#C\7@XMLO2BW A(5M>5 TR  6'!VULS2 Y9>*?IUE!K9
M';O=05SP6.XYB1'^QL4$UFG2&98T1G*=D 4. #?$T4Q0?*]!MHK@PI+27)#6
MSRFU4!H(FLB!]4>"(<7K;YH]5Z%82=J$^!!&&N*<<^9S
MT6S[!Z5&T?95O-RCEU@5 9<8WS2J-2S%UGB5P/&MG#P=$Q+-E L&08:7)"82
MJ3E^34@3_BNEVOZKR2.FJW"$2M"/F(9-AIRM1:!MG&IA&!:$L;1
M>$[2M!'\6:PUDSY@R.S-D77.UI$.$9)>-T(^8LZ+D!&_'H8X2IKMHG%8!/V>
M7L-)P>B"RV;]N'Z&U3-L+([W1]072N0/)J<_Z3(T!Z.:60F]A%9JGZJ'-#ZH
M'C(*!?&Y'C[E>G@*-Y;&O%"N@GL!_]':-\*K^(+ .7\N?<^E[[GT/:'2MSAD6R4)RU3393>*$IY"&V[I4_5*E=?EK[DH
MN#Q;Y.FOH70^+,_Y/%_GM,T+,T.WF)&Y"M-2D&_#^>G%>!KB.=D$
MN7V85VWGV-'1^^?!4;"C[SR6'<>(\J(A[J&&F,_#0X=Y>U^89Y7&4#04;6RL
M)"Q&MV"XU_$L%.!D8"V@!X.O40+R4E5@,5O& RN0HGQ,C$7H<.>77%_CT9+C
MVZ9EM6ZO*7<9;2)2.<)IF!-GJ\K>9;'!51W/55ORL+YJ/;053L_^6:W(GPP1
M3A8+$DACE!>F2J+S&5.^YRM)Q%4XOT4SMA*7&+SCYL=Q3E.X$G:V#P(RN;LY
MJ7IE,6>F\M\M# DL6XA9$N)-7>W5YYNTB42%(JP# 4A%W+C[^^3:G>,U_HL@6V$
M5#)DU1?*0XG!/3-R0]A4)?.NVB8+A=OB5,V[&KXF8$O#>FZ=+2?_VU[4/;07
M/4;SHYG@'K.'YA,L0Z1^P7V*BH 1JV*^
MNJ]/^26<.[1[\8$@F_S6VZ3VW> ,?-2K6J5D*Q$_2P=\'Y(&8XQ;]#1?CQ1B
MK::QK<;:,0QY@%CS#*%F.-^'19H:,]6+K#F-"F]!U4#E/]O4#6CV#30
M,9FV-J/D3@H\W/[O#;#"Q([A[8N_ 5!+ P04    " "LB5A(TW?[KWD"   ^
M#0  #0   'AL+W-T>6QE1A;T6.94>@BR?+F=-?/UT<.PGUDG8WYT5'Y_*=3]*)=!R6:D/Q?(6Q C6C
MO(S@2JGBD^>5RQ5FJ!R) G-MR81D2.FIS+VRD!BEI0EBU!O[_L1CB' 8A[QB
M,Z9*L!055Q&R74[3O@QK,/9V?^T\7MH?[<&BX@T >O(ZZ%\@'P!/>X [H)[ ZR.,YKA0F"58]NSDH?W%
M';TYDN0>;7K@.\M+P%/? 'M-3<1A)GA7&F/H%'%8/H,UHMH_,.Y+084$2M>>
M9F U'#'L/.X0)8DD1IDA1NC&J<=&849^ETGF203]YG=Z
MNJ1#MX-9'J%T?WE:$8<%4@I+/M,3T,B+3:$7QP7'CJ3U.^*=2[0)QE<[ 7;0
M>1,A4RS;S '=;^IA"66H$E!&LL%5GN:GY(5"QPK9H*
M]NJLC^%;E_PW.?WY7>O8Z!+\U]OS7Y/OGHW]&\(#/B<ES!DOM>KC4AGN@T]^]U;SFI=]I)_::B58+DHI0
M1?B6 S+MWX/A3??>^:Z1T)AIW?40UJI0HC]F]K)HL!1GJ*+JD:R%LL8(=O)7
M0S^8M%Z+%B*"G7R/4U(QVRA[W1=3_!-02P,$%     @ K(E82,3W;-CB!@  
M@Q\   \   !X;"]W;W)K8F]O:RYX;6R5F5U3VS@4AO^*)E?MS.X2?]M,Z0P$
MZ++3 DO8[K6PE42#8F4E!TI__4H.M*_)B4JNB$/\1!^/WAS)'^SAHS;W=UK?
MLV]+U=I#,.O5R5HJ?Y&-L]&!A[UT]=JP
M6C=B [M=2/OO\S]&K!$SOE;=K6OLR_<>C:(XC>-\P_ ?^RK%HT6@?X/QNI,/
MXI;?'8W&(\;7G3Z7JA/FE'?BD]'KE6SGCC5B,VEL-_7=[3^YE*U[*
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M6@F@&M]:O$==3N+F"FZOMFR_:![>N-V-QT;)_VAH'ZB\4<(P&
MCK=1IV(FC'%WN:DQ4:W>SEXV_'I$(Y8T(>Z>BE=JXL;"B7OL.7>IN,"$16AL1VOZ\]48\
M:/7@)W;B+F7'SGDM$87>1H2X7[3IYKP?SL_:S3"[YD_<94P_IE<=HM#/LM+6==&;?\ZE85^Y6O=7
MQW8P5FAO1.@[T;X&7?IARC4."8T#@9G
M7" *-8[WS>"X1!1J'+\MA=F[6[]2[7ODH,7QOH&IW\
M.I"IGB4H=/+V9'YA(6I07KPYH/)OE&=9(A"QY-]HSK)$86.)X3CP7Q-
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MYX3G.TN-2V[<:T2AY_D^5YU2J[T ]KV5$H>!VNI'#W/T?.<\#R,0L]S]#RGRI<0JD#/
M"_2\(#P/;L8+3/4";2]VV+ZS6"QB1*'MQ0[;=Z,PU0NTO2#/  -U9X&I7J#M
M!;D/#:$PU0NTO2#/ 4,HM+U VPO"]C *;2\&1X'[UN@%VEZ@[<6^QRD%VEZ@
M[05A>Q!5HNTEVEX2MK_:.1"97J+E)6%Y<.M0HN4E6EX2EH=1:'F)EI>$Y6$4
M6EZBY25A>1B%EI=H>4GM1(,HM+Q$RTO"\C *+2_1\I+*]" *+2\'1]Y4I@=1
M:'F)EI?[;DDKM+Q"RZM]#Q(KS/0*;:_VM;U"VRNTO2)L#VZ4*[2]0MLKPO8P
M"FVOT/:*K&"V]MS/=="#>#\XEJC0]HK:EVZCID*)OH:\&1PL56A[19TM$J@?
MF[89/L.HT/:*W)?N.H+M\P]1:'M%9GK@9*%"VZO!XQYR7[K['#8:H^W]%3SP
M(6OU$"P:P :/?,;1\R/2_@/]4]'&%4&M:/PS8]M_4&PO=V]R:W-H965T&ULE5;;CILP
M$/T5Q 
M\0R>\D;9&S\3(H+WMNGX*CP+T2^CB._/I,7\B?:DDV^.E+58R"D[1;QG!!\T
MJ6TB&,=9U.*Z"ZM2K[VPJJ07T=0=>6$!O[0M9K_7I*&W50C"^\)K?3H+M1!5
M933R#G5+.E[3+F#DN J?P7(+<@71B!\UN7%K'*C-[RA]4Y-OAU48JSV0ANR%
M,H'EXTHVI&F4):G\:S#ZH:F(]OAN_8MV5VY_ASG9T.9G?1!GN=LX# [DB"^-
M>*6WKV3P(54&][3A^C_87[B@[9T2!BU^-\^ZT\^;>8.2@>8GP($ 1P)$GQ*2
M@9",!/ Y 0T$]$'0GD3&%1V(+1:X*AF]!;S'*CW 4L*9,B(M!])[KJJ+I
MZ6,Z$5L!'%8X',$<@L.O"?\@0RXYAS1R*W
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M    >&PO=V]R:W-H965T&ULC9C;;N,V$(9?Q?#]KCDS/"EP
M##0NBO:BP&(OVFLE5F)C)K>=WGWI=MOV=:A/Y^I+M^I?FZ;L_GVHZO9ZOX;U^XNOIY?C,+[8
M[+:;6]SAU%3G_M2>5UWU?+_^!>[V9$;)I/CK5%U[=K\:S3^V[;?QX8_#_5J,
M'JJZ>AK&(DIW>:OV55V/);F:_UD*_5'G&,COWTO_;6JNL_]8]M6^K?\^'8:C
M^Z%MWD/6JZ;\/E]/Y^EZG?^Q
M8@F+!^ 2@+> 6SWQ %H"* C8S,ZF=OU:#N5NV[7757\IQ]&&.R?OQD)1O+\20/LP1G24RQYPH2-\G&U1\U@8$)G.)ICH?_CZ<@
MGJ9X.<<'%L]S(V:)F22&E"ZT$"*FW'M*+:Q27)GT) -/DGNBJ*=9HF>)EA;)
MIDQY4J.(A,ARI0)7BKN245>*526%U6!2ICPE0:&++$\Z\*2Y)Q7UI%E-H$ G
M+7E"%)EC9P)'ACO244>&M]T*8R Y=IZT4!9,7C_9P)7EKDS4E655?0*II9M4
M*5N!%B2)O-XJ E\%]V6CO@H^?4D24G+Y>5(ER1J9Y0I$2#;!?1517XOF?5VY
M84S9\I18*)DWAO"!M\!%_NI"
MF1S%0$K6YLTM"-$.G.TRSO9%LW0"$/UD&#VID%KE<11"O /GNXSS'3QJ*S?O
MD[8\I429V5LAWH'S7<;Y#AS;((R225=<:971>:9"O@,'O(P#'CBXI= TK:^$
M+4\+!;IYG^L(3\ZF/_T"7>8:"Y&
M:5*9*;I-EM)35/DK#2DO4: 0FL1AI^.G N2=/VCKMH[DL8"O
MM8[[D#E#0X@2/Z_0\21TT9B;@]U-7S,-X:=]_-IZOSP]!>W@^+;R?6N_\ 4$L#!!0 
M   ( *R)6$B>S.HZY@$  %X%   8    >&PO=V]R:W-H965T&ULA93-CILP%(5?!?$ L?F'B"!UJ$;MHM)H%NW:"2:@L3%C.V'Z]O4/H00Y
M,UE@7W/.\7>)[')B_$UT&$OO@Y)!'/Q.RG$/@#AUF"*Q8R,>U)N6<8JD*OD9
MB)%CU!@3)2"$, 44]8-?E6;MA5^)"*>)_GS!AT\$/_-O":W_N
MI%X 50D67]-3/(B>#1['[<'_%NSK5"N,X'>/)[&:>YK]R-B;+GXV!Q]J!$SP
M2>H$I(8KKC$A.DAM_#YG_M]2&]?S6_JSZ5;1'Y' -2-_^D9V"A;Z7H-;="'R
ME4T_\-Q"H@-/C CS]$X7(1F]67R/H@\[]H,9)_LF+6:;VQ#.AG Q!/&GAF@V
M1!L#L&2FK^](HJKD;/+$B/2?'>R5G.L0E>RI9H0IS>>RJ](\XV":L)#.2((:9
M2U2O16&2QU^3Q!N2>$T2.$FL)#<2N(-.4?U0]) DV9 D:Y+026(EJ?TF!;0_
M)\[GRH=,Z88I73-%3J9TM5->)'E4)&ZD>R',TB3+-T1@=11&=,:_$#_W@_".
M3*I390Y4RYC$*@[N5(N=NNR6@N!6ZFFFYMR>?UM(-MYNL^5*K?X!4$L#!!0 
M   ( *R)6$@6M\]V. 8  )H@   8    >&PO=V]R:W-H965T&ULE5I-;^,V$/TKAN^).T82^QI3S./%+#]TC1Z]?F]*U]JNMN\>.P/[:WRZ>N>[Y9K=J[I_I0M=?-
M'E?M\ZFN[H=&A_T*E7*K0[4[+C?KX=[GTV;=O'3[W;'^
M?%JT+X=#=?IW6^^;U]LE+-]N?-D]/G7G&ZO->G5I=[\[U,=VUQP7I_KA=OD)
M;DH[0 ;$7[OZM27?%V?R7YOFV_GBC_O;I3ISJ/?U77<.4?4?W^NBWN_/D?K,
M_TQ!WW.>&]+O;]%_&[K;T_]:M771[/_>W7=//5NU7-S7#]7+OOO2O/Y>3WVP
MYX!WS;X=_B[N7MJN.;PU62X.U8_QNB?:[.Y0$W/?QT#M)'7O2];X?+87S'
MN]\WWJQ7W\]Q&&0[0G" P 6QZH.+&9!GV")ICE*"@B*TDB EA7C[,0F==%,/
M[?78WGWC.T]IW@<^SE"_  QP2L#$JR@, O.HQBM9#"CP&5TVB:D
M+24=1-(CQ T0AR;(G"G*!VN-2)FAT-OP,6.7,':4<12S.)(%K+/JXRP^R>))
MEJ#$
M!;E@,D8X)GPCY8LBWTB2& .<5SI#7.$G_0:B;,%D1, T M*^6[GO2+@&=$&L](+!HO)6
MG#8ECV:MSZ&=*CIH2MO)M#5]9#8ZL7<%@WD,*%9LR6#]@R6P>=JID0!UDB [
MR829YK+RTI"0!U@2!.
MGBU0&T!KY^8B@SG08IV4'(8>,E8(D+H*4%N)LJT ]0(3PPLP<[%.=D.&0H"9$F'N8G+F4.HN0.TERO8"U!7@/#8B
MKDAP:.0G5W)<0.\R:@13GT'J,U'V&:2^ -%'D/V#XT %F^%\F/H' F4D+AJV
M$V9Z9!$09!UE.&M\G%$)'D]KHW/&,O4MI+X59=]"ZC17L<\E5P'#A1! GG ,
MIK6-&?*&J7$AW8O$G)ZG'H+40Z+L(4@U_PJ4GA&1(@$"!GFK4"9 U%[E[ 93
M&T%J(U'>E2#;2LA563"0=G)-E@R%4>7,D=20D!J2O)K;(K60*]TKB4R:P="@
MO*1-8)IL$N=IIX:$U)! R8Z$U$.L[CU2YLU@)IB,%02F5H.!$9*]!KD_9"5*
M#0(C2S3S**BB7UEYFU)R5.]]&>\>4M77BM&195]3.;\RUL_L.3FN7SO+N)+C
M^NF*(6.ZZM0?-##NLD%H8+EZ2E8>A"SK"G!J&1"&V_B,H(
M\=-K(\UZ+Z\>-=T7],L>R!GG5-.U^;AD2\TDV.>(F4[U5UN62'X#H*EJ]C:'
M&2M+G:J)DF
M@BS2FJV_E9$-D:'\C(MKOD@G;C;/.957S>157BMM-5LP6[3BY"D8[$J[N3!U'7(F(KFIW?\
M3()GUI,3*$Y\?(;6FU2"CF*W*">ZA/C\-1>+NX:UZ.W7@&>KE[.6[_A.<3X.3^%F[*
M\=#\/W7P)7Y>=FRMUQ?G_;__;]?'];O[;[W;'Z?IXUKX=#>?YW5>WK][NYGG_\
M\&/W_-)V/RSO;Y>7=MO=H3HVN_HX.U=/=_/?]$V!22?I%7_MJOOL/
M95.MZ_W?NVW[XMVJ^6Q;/96O^_9'_?Y[-<[!=AT^UONF_SM[?&W:^O#19#X[
ME+^&S]VQ_WP?_I.JL9G!%L_3S%2=M
MV*1-WP&.'5@ZR'&8]*!)>DV:B)IUJ#$6E.,3'W2;4+=('%H^^4&7ASI0V@)(
MLH(,JUQJ5?+U&@!; R!KX,0UN8PW ?3T,LF$P'$9EXO)@,,Q"8R;+QG/:8.)6)'19$IS,?8.R4&\.1
MK@G30?2TTB&O_5+@! 1J3FQ-D!U)"70(6Y-:%]D$5&;$8U00%?C)Z0FV.;HU
M87T47SV(YYPWA?"0M,(IL.+3R-KHBBQOBK#>$]9'$P(2L
MMU8\3T54%#?S*\B(JBIOAN#44MY%'T"38G.)66)N0R,[*>[/@J@D!PG!L&YIIRQF""4F+
M4PX QZRA*;*<(!B"3YN(9G*B"D7Q9V1.6""$E1]B5J-H9$@FWR@@F;1U2J?B
M/M\0X2+S&)$?Y'+68V)DQ!5$IWW4GA1L@+,="-M1)A.$V$XS->7Q!3BX@8 [
MDB  Q:V?OQQ)6V%8/%G((1<)/4VL!OE)-B$ZXJ3LQ"D%%"2U$91+$3E1A:*X&XY.).A$\;BLD!10Y#+&
MFHA\-%>0B7=^0X0+K;5U6H[\M$N3*IE?!=%IET*B)H01Y$Q&PF244WHD%93,
MIOSMU3)X?77C:
M#ZN[4Z'M9DE*N>5VM=Y=W%R?KGW>WUR/S]-FO1L^[Q>'Y^UVM?^O'3;CR\<+
M??%ZX:_UP^-TO+"\N5Z^E;M;;X?=83WN%OOA_N/%)WW56SI*3HJ_U\/+(?F^
M.)K_,HY?CS_^N/MXH8X>ALUP.QVK6,6/;T,W;#;'FF++_YXK_='FL6#Z_;7V
MWT[=C?:_K Y#-V[^6=]-C]&MNEC<#?>KY\WTU_CR^W#N@SU6>#MN#J>_B]OG
MPS1N7XM<++:K[_/G>G?Z?)G_X]6YF%R S@7HK8!VORS YP+\HX#Y90%S+F"R
M LNY*Z>!Z%?3ZN9Z/[XL#D^KX_305U&^/U82:U[$WA]./T_C.U_]=J.-NUY^
M.U8$FG;6T*QY4RQC[6(3A$VTE!0GJ8$N5;"2)'TJ:>S[)CCK)Y_*\[F?S?L5
MF*P"B+(>9)Y9\?NNF\QUD[JV2FRG2=KQI"O&
MQF>M>&A%O(FM3UKAT(@#DVJ,$C5]JK$4WC<;,K,!S(KSL@U)(T1:O-M=*M)Q
M)8_BF>:C M-M2=
M1>1>"2E;FD4Y166VZ9L=#.48(,.)D]E$:^8TGF7V@
MBFM BY7U((MQM&:2Y!@AP(B3X4=IV-1]7X^ZX%VH"*648X0<
MA-*:WN=\(,@UG$PB:G!6%WL/.J<#%U9)@Z'94Z@)23E)"#*81ERX+:6IQV6(
M"8IX1[I,IWUAYX(Z?[QU%=9S@A$0K)$)1L !
M.W*ZUC&@PA$U!C+BH"H0SCE1&!(3>?O6,B0F6@5YZY')8O<*QD&7LJ7L.\<8 \8:&6,,
MV"&*<"XLS51H%1=2[ZP^'YJ:(<\IQI /^8H-(^NC.0
M%+%5!?<]"K52=:9R^AB@CYJT161SN1@,0 6
M+X/%P"F5+F0U'1]@<4!8 53C_M7#2%FPA64,9Q<@K
M;_Q!9SW53'2;0\P"Q()\='<6G9]$-TK>9G<@*_:O1QGV;S:^3%Y.V [[A]-;
M'H?%[?B\F^:G^V]7W]XD^71ZD22[WNJK?GX?Y$WK2Y
M^1]02P,$%     @ K(E82-4T?7J? 0  L0,  !@   !X;"]W;W)KF9QSYHPOQ8CFQ78 CKPIJ>V6=L[U&\9LU8'B]@I[T/Y/
M@T9QYU/3,ML;X'4D*\27D/RIMS0+
M%D!"Y8("]\L![D#*(.0;OTZ:GRT#\30^JC_$:;W[/;=PA_*_J%WGS6:4U-#P
M0;IG'!]A&F$=!"N4-GY)-5B'ZDBA1/&WM H=US']66<3[6M"/A'RF? K$EAJ
M%&W><\?+PN!(;,_#V2TV'FZ"B%Z8(<@=(;9)4R>,#."
M>?4O6^3G+7;Y"3W_F;Z\<+B,].7D\/IG@=6%P"H*K+X=\1QS<]&$G>RI M/&
MJV-)A8-V:?/FZGP[;_-X)I_PLNAY"W^Y:86V9(_.GVP\U ;1@3>17:TIZ?S[
MF1,)C0OAC8]-NE(I<=@?'\C\2LL/4$L#!!0    ( *R)6$@/#N^^H0$  +$#
M   8    >&PO=V]R:W-H965T&ULA5/;;IPP$/T5RQ\0LRQI
MDQ6+E$U4M0^5HCRTSUX8P(KM(;99TK^O+RPAJRAYP3/#.6?.^%).:)YM#^#(
MJY+:[FGOW+!CS-8]*&ZO< #M_[1H%'<^-1VS@P'>1)*2+,^R;TQQH6E5QMJC
MJ4H!)=[T*!525;>(U0H*U 30RT>WJWV1V*
M@(B /P(FNXI)\'Y$? [)KV9/LV !)-0N*'"_G. >I Q"OO'+K/G6,A#7\5G]
M1YS6NS]R"_\+I)\PC7 ?!&J6-7U*/UJ$Z4RA1_#6M
M0L=U2G^*[4S[F)#/A'PAW&31>&H4;3YPQZO2X$3LP,/9;78>;H*(5R;>FXUI
MG#Y53]7F]J9DIR#T#G-(F#QA%@3SZA^VR-^W..0K>OXU?7OAR1N\*@?>P6]N
M.J$M.:+S)QL/M45TX$UD5]>4]/[]+(F$UH7PNX]-NE(I<3B<'\CR2JO_4$L#
M!!0    ( *R)6$A'J,CSGP$  +$#   8    >&PO=V]R:W-H965T&ULC5/;;IPP$/T5RQ\0@]FTU8I%RJ:*VH=*41[:9R\,8,7V$-LLZ=_7
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MO*A*BQ-Q@XAGEV\#W$:1H$R"-Y?2-/UC%XO _!#8W ILDL/GKB->8XJ8)N]A3#;9+5\>1&D?C
MY\U;J^OM?.#I3,[PJAQ$!S^$[:1QY( ^G&PZU!;10S"1W=U3TH?WLR8*6A_#
MSR&V\Y6:$X_#Z8&LK[3Z U!+ P04    " "LB5A(J[?8NZ$!  "Q P  &0  
M 'AL+W=OM#)N
M3SOO^QUCKNI "W>'/9CPIT&KA0^I;9GK+8@ZD;1B/,NV3 MI:%FDVK,M"QR\
MD@:>+7&#UL+^.X#"<4]7]%QXD6WG8X&5!5MXM=1@G$1#+#1[>K_:'?*(2(#?
M$D9W$9/H_8CX&I.?]9YFT0(HJ'Q4$&$YP0,H%85"X[^SYGO+2+R,S^J/:=K@
M_B@LX
M_=EL9]K'!#X3^$+XGB7C4Z-D\X?PHBPLCL3U(I[=:A?@-HH$91*\N92FZ:?J
MJ>197K!3%+K"'"8,3YC5@F!!_<,6_+K%@5_0^=?T]8W#=:*O9X>;KP7R&X$\
M">2?CGB-V=XT81=[JL&VZ>HX4N%@_+1Y2W6YG?<\G;#K5!]!!,9'<;2KKP?I9$0>-C^"W$=KI24^*Q/S^0Y966_P%02P,$%   
M  @ K(E82*6L/+R? 0  L0,  !D   !X;"]W;W)K&ULA5/;3N,P$/T5RQ^ 4[?!O\=VTM!6
M"%[BFEHE!H_'_2_&H9B9>7;8#:CI():],H_X_ 7IA$N
MHV")RJ4O*7OG41\HE&CQ/J[2I'48_UQE$^U[ I\(?";<) (;&R6;#\*+(K)>':+=8#;*!*42?#F4IJF'ZO[@F?7.=M'H1/,=L3PA%G,"!;4OVW!3UML
M^1&=_TY?GCE<)OIR^''S
MYNI\.^]X.I,O>)%WHH%'81MI'-FA#R>;#K5&]!!,9!>7E+3A_ EGIF<<^:,+\6(]L5U )Z\:67
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MB.>82Y?L9$\UV#9='4712]:^"UL*XTC>_3A9-.A
M-H@>@HGLZIJ2+KR?)5'0^!C>A-A.5VI*//;'![*\TO(_4$L#!!0    ( *R)
M6$@6:K_=GP$  +$#   9    >&PO=V]R:W-H965TA<*K"K9RFN$
M FT%:F*@W=&[=+LO B("?@N8[%E,@O<#XEM(GIH=38(%D%"[H,#]K4.U4"A1_&->A8[K-/_)%]K7A.Q$R%;"SR0:GQM%F[^XXU5I<")VX.'L
MTJV'FR#BE8GW9F,:IY^KQRI+\Y(=@] %9C]CLHA)5P3SZE^VR"Y;[+,S>O8]
M/;]RF$=Z?G)8?"]07 D44:#X[XB7F,U5$W:VIPI,%Z^.)36.VLV;MU;7VWF7
MQ3/YA%?EP#MXYJ83VI(#.G^R\5!;1 ?>1'*SH:3W[V=-)+0NA#]\;.8K-2<.
MA^6!K*^T^@=02P,$%     @ K(E82&ZZGI:A 0  L0,  !D   !X;"]W;W)K
M&ULA5/;;J,P$/T5RQ]0@Y,V5420FE:KW8>5JC[L
M/CLP@%7;0VT3NG^_MB$TB:KV!<\,YYPYXTLQHGUU'8 G[UH9MZ.=]_V6,5=U
MH(6[P1Y,^-.@U<*'U+;,]19$G4A:,9YE=TP+:6A9I-JS+0LWQ7L&(4N
M,/L)PQ,F7Q LJ'_:@E^VV/,S.O^>OKIRN$KTU>QP\[W ^DI@G0367XYXB;F_
M:L+.]E2#;=/5<:3"P?AI\Y;J#J3#WA9]**%W\*VTCAR0!].-AUJ@^@A
MF,AN;BGIPOM9$@6-C^$FQ':Z4E/BL3\]D.65EO\!4$L#!!0    ( *R)6$@=
M!)F-H0$  +$#   9    >&PO=V]R:W-H965T[#2HB'Y=E-)HF%[MC-O2SOM^PYBK.M#"76$/)OQIT&KA0VI;YGH+HDXDK1C/
MLANFA32T+%+MT98%#EY) X^6N$%K8=]VH'#"T^R[7PLL+)@"Z^6&HR3
M:(B%9DOO\\UN'1$)\$_"Z$YB$KWO$5]B\J?>TBQ:  65CPHB+ =X *6B4&C\
M?];\:!F)I_%1_5>:-KC?"P-3HV3SI_"B+"R.Q/4BGEV^
M"7 ;18(R"=Y<2M/T4_50\ORN8(,/F"8$']TQ;\O,6.G]#Y]_35
MA<-5HJ]FA[??"ZPO!-9)8/WEB&<8GETT82=[JL&VZ>HX4N%@_+1Y2W6YG?<\
MG;#K5!]!!,9%?7E'3A_2R)@L;'\#;$=KI24^*Q
M/SZ0Y966[U!+ P04    " "LB5A(D@6J\I\!  "Q P  &0   'AL+W=O##+&34MS\
MVX'$>9L5V:GP*OK!A0*M*[KP6J% 6X&:&.BVV4.QV94!$0&_!-<\M _$R/JD_Q6F]^SVW\(CRCVC=
MX,WF&6FAXY-TKS@_PW&$^R#8H+3Q2YK).E0G2D84?T^KT'&=TY]R?:1]3&!'
M EL(W_-H/#6*-G]PQ^O*X$SLR,/9%1L/-T'$*Q/OS<8T3I^JAYJQHJ*'('2%
MV24,BY@S@GKU#UNPZQ8[=D%G7]-7-PY7D;Y*]&+]M4!Y(U!&@?+3$:\QMR[I
MQ9XJ,'V\.I8T.&F7-F^I+K?S@<4S.&PO=V]R:W-H965T<.>-+
M,:)]<1V )V]:&;>CG??]EC%7=:"%N\$>3/C3H-7"A]2VS/461)U(6C&>93^8
M%M+0LDBU)UL6.'@E#3Q9X@:MA7W?@\)Q1U?T5'B6;>=C@94%6WBUU&"<1$,L
M-#MZO]KN\XA(@+\21G<6D^C]@/@2D]_UCF;1 BBH?%0083G" R@5A4+CUUGS
MLV4DGL4/V3M>^"V8R2&AHQ*/^,XR^81]A$P0J52U]2#)M6J5)ZSC]N+>':K;8#;*!*4
M2?#F4IJFGZK'DO-UP8Y1Z *SGS \858+@@7U+UOPRQ9[?D;GW]/75P[7B;Z>
M'>;?"^17 GD2R/\[XB5F<]6$G>VI!MNFJ^-(A8/QT^8MU>5VWO-T)I_PLNA%
M"W^$;:5QY( ^G&PZU ;10S"1W6PHZ<+[61(%C8_A;8CM=*6FQ&-_>B#+*RT_
M %!+ P04    " "LB5A(GI"2\* !  "Q P  &0   'AL+W=O^=1'RF4:/$^KM*D=1C_K/E$^Y[ )P*?";=9,CXV
M2C;_""^*W.) 7"?BV2TV 6ZC2% FP9M+:9I^K!X*SM.%PF^G)R>/.[P.I"8)4$5C^.>(ZYO6C"3O94@VW2
MU7&DQ-[XB@7_"-M(XLD*7&Q&-W?"#S*RT^ 5!+ P04    " "LB5A(=#4HGJ$!  "Q
M P  &0   'AL+W=O#]N&',-0-HX6YP!!/^=&BU\"&U/7.C!=$FDE:,9]D7IH4TM*Y2
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MSP7**X$R"90?CGB!*:Z'9&=[JL'VZ>HXTN!D_+)Y:W6]G7<\G;#K5#]!!,9#>WE SA_:R)@L['\&N([7*EEL3C>'H@ZRNM_P-0
M2P,$%     @ K(E82"K+3\F? 0  L0,  !D   !X;"]W;W)K&ULA5/+;MLP$/P5@A\0RI32!H8L($Y1-(< 00[MF996$A&2JY*4
ME?Y]2,I2;"-H+N+N:F9VEH]R0OOJ>@!/WK0R;D=[[XV8&RR()I&T8CS+OC$MI*%5F6K/MBIQ]$H:>+;$C5H+^V\/"J<=W="E
M\"*[WL<"JTJV\AJIP3B)AEAH=_1^L]T7$9$ OR5,[BPFT?L!\34FC\V.9M$"
M**A]5!!A.<(#*!6%0N._)\V/EI%X'B_J/].TP?U!.'A ]4:K!=NCJ.
MU#@:/V_>6EUOYSU/9_(!K\I!=/ D;">-(P?TX633H;:('H*)[.:6DCZ\GS51
MT/H8?@^QG:_4G'@ROM+J'5!+ P04    " "LB5A(08JSK0PMUA#R;\:=!JX4-J6^9Z"Z).)*T8S[(MTT(:6A:I]FS+
M @>OI(%G2]R@M;!_#Z!PW-. 2EHE!H_#9K?K2,Q,OXK/Z4
MI@WNC\+!(ZH_LO9=,)M14D,C!N5?8PX3A"9,O"!;4/VW!KUL<^ 6=?TU?W3A<)?IJ=KC]6F!]
M([!. NO_CGB-N;]IPB[V5(-MT]5QI,+!^&GSENIR.Q]X.I,/>%GTHH5?PK;2
M.')$'TXV'6J#Z"&8R.XVE'3A_2R)@L;'\#[$=KI24^*Q/S^0Y966_P!02P,$
M%     @ K(E82+ J1>VB 0  L0,  !D   !X;"]W;W)K&ULA5/+;MLP$/P5@A\0RK3+3$#5H+^[8'A>..KNBI\"3;
MSL<"*PNV\&JIP3B)AEAH=O1NM=WG$9$ SQ)&=Q:3Z/V ^!*3/_6.9M$"**A\
M5!!A.<(]*!6%0N-_L^9'RT@\CT_JO]*TP?U!.+A']5?6O@MF,TIJ:,2@_!..
MOV$>81,%*U0N?4DU.(_Z1*%$B]=IE2:MX_1GPV?:YP0^$_A"N,V2\:E1LOE3
M>%$6%D?B>A'/;K4-)OIX=_OA:(+\2R)- _M\1+S!Y=M6$G>VI!MNFJ^-(
MA8/QT^8MU>5VWJ5#9!_PLNA%"P_"MM(XXCM=*6FQ&-_>B#+*RW? 5!+ P04    " "LB5A(!C 8N* !  "Q P  
M&0   'AL+W=OQ-W5S.PL'\6(]LUU )Z\
M:V7]QO&7-6!%NX&>S#A3X-6"Q]2VS+76Q!U(FG%>);=,2VDH661:B^V
M+'#P2AIXL<0-6@O[9P<*QRU=T6/A5;:=CP56%FSAU5*#<1(-L=!LZ?UJL\LC
M(@%^2AC=64RB]SWB6TR>ZRW-H@504/FH(,)R@ =0*@J%QK]GS5/+2#R/C^J/
M:=K@?B\XC8(5*I>^I!J<1WVD4*+%^[1*
MD]9Q^L._S;2/"7PF\(7P-4O&IT;)YG?A15E8'(GK13R[U2; ;10)RB1X@"LYLP/&%."!;4/VS!+UOL^!F=_YN^OG*X3O3U[/ _!/(K
M@3P)Y)^.>(E97S5A9WNJP;;IZCA2X6#\M'E+=;F=]SR=R0E>%KUHX8>PK32.
M[-&'DTV'VB!Z"":RFUM*NO!^ED1!XV/X)<1VNE)3XK$_/I#EE99_ 5!+ P04
M    " "LB5A(R1?" *$!  "Q P  &0   'AL+W=O+7&#UL*^[T'AN*,K>BH\R;;S
ML<#*@BV\6FHP3J(A%IH=O5]M]WE$),"SA-&=Q21Z/R"^QN1/O:-9M  **A\5
M1%B.\ !*1:'0^-^L^=DR$L_CD_JO-&UP?Q .'E"]R-IWP6Q&20V-&)1_PO$W
MS"-LHF"%RJ4OJ0;G49\HE&CQ-JW2I'6<_JSO9MK7!#X3^$*XRY+QJ5&R^5-X
M41861^)Z$<]NM0UP&T6",@G>7$K3]%/U6/(\+]@Q"EU@]A.&)\QJ0;"@_F4+
M?MEBS\_H_'OZ^LKA.M'7L\/-]P+YE4">!/+_CGB)N;UJPL[V5(-MT]5QI,+!
M^&GSENIR.^]Y.I-/>%GTHH6_PK;2.') 'TXV'6J#Z"&8R&XVE'3A_2R)@L;'
M\$>([72EIL1C?WH@RRLM/P!02P,$%     @ K(E82*X*/C:A 0  L0,  !D 
M  !X;"]W;W)K&ULA5/+;MLP$/P5@A\0RK2"4-/%OB!JV%_;<'A>..KNBI\"+;SL<"*PNV\&JIP3B)AEAH=O1AM=WG$9$ 
MOR6,[BPFT?L!\34F/^L=S:(%4%#YJ"#"81,%*U0N?4DU.(_Z1*%$B[=IE2:M
MX_1GLYYI'Q/X3. +X3Y+QJ=&R>9WX4596!R)ZT4\N]4VP&T4"',I3=-/
MU6/)\[N"':/0!68_87C"K!8$"^H?MN"7+?;\C,Z_IJ^O'*X3?3T[O/]:(+\2
MR)- _NF(EYAO5TW8V9YJL&VZ.HY4.!@_;=Y276[G T]G\@XOBUZT\$O85AI'
M#NC#R:9#;1 ]!!/9S8:2+KR?)5'0^!C>A=A.5VI*//:G![*\TO(_4$L#!!0 
M   ( *R)6$B BQV!H $  +$#   9    >&PO=V]R:W-H965T/*NE7$[VGG?;QES50=:N!OLP80_#5HM?$AM
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M>&PO=V]R:W-H965TUE,,JBL2NIAT13VR@O?KGP'A'I-KR8R0&3LG>!'5MA.,XBSK2]&%5FK-7
M7I7L)-NFIZ\\$*>N(_S?AK;LL@Y1>#MX:XZUU =15493W+[I:"\:U@><'M;A
M,UIM,-80@_C=T(NX6PE.:@JB'F?Z0MM6,RGEOU?2
M3TT=>+^^L7\WUU7I;XF@+ZS]T^QEK;*-PV!/#^34RC=V^4&O=T@UX8ZUPOP&
MNY.0K+N%A$%'/L9GTYOG9?PGR:]A[@!\#>:1#$'*C=AMN;VX^FYPNFBC,Z:"& V(P8;#)H0D6)W2F HL<%WX7@^
M?&%EN##ABU%]N9PG2"R"Q! DURLFSBM"3#HODEHB*2#(G"(0D\^+9)9(=D\0
MNV\",&DQ+Y);(CD@6#I% ":+YT4*2Z0 !,@I C$>SEE:(DM X/8VQ"3S(BBV
M*R@&%*F[A" H\]#Y4JD(4.1N'0CR>/T(VSH84+@- $&YAP.07==H 2C<'K! 
M'B9 =ODC4-OY@Q8'03X^L#L  N6=/_ !!/GXP&X""%1X_L '$.3C [L/(%#D
M^0,? %#AXP.[%2!0Y\4#'T"0CP_L;H! J1WQQL]P,,2KTHW#H09'^EH[NAI*/\:&8O$>S8J9?C]#&=
M3O/=LQGOHD]X50[D2'\1?FQZ$6R95*.1F8H.C$FJLHB?5'75:@*=-BT]2+W,
MU9J/,]FXD6RXC9C3G%O]!U!+ P04    " "LB5A(,^D=R:(!  "Q P  &0  
M 'AL+W=OP6
M]\X-&T)LW8-D]D8/H/R?5AO)G$]-1^Q@@#61) 6A679').,*5V6LO9JJU*,3
M7,&K07:4DIG_.Q!ZVN(<'PMOO.M=*)"J) NOX1*4Y5HA ^T6/^2;71$0$?"7
MPV1/8A2\[[5^#\GO9HNS8 $$U"XH,+\L^=TR$$_CH_ISG-:[
MWS,+CUK\XXWKO=D,HP9:-@KWIJ<7F$>X#8*U%C9^43U:I^61@I%DGVGE*JY3
M^E.L9MIU IT)="'<9]%X:A1M/C''JM+H"=F!A;/+-QYN@HA71MZ;C6F8L=/:'3G^FK"X>K2%^E[NOUSP+%A4 1
M!8IYQ/SJB.>82Y?D9$\EF"Y>'8MJ/2J7-F^I+K?S@<8S^897Y< Z^,-,QY5%
M>^W\R<9#;;5VX$UD-[<8]?[]+(F UH7PEX]-NE(I<7HX/I#EE59?4$L#!!0 
M   ( *R)6$AFJ0N\O $  'L$   9    >&PO=V]R:W-H965T\!8YS5PJA]D"\*^*:7BU-A255BW
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M P04    " "LB5A(:4"LF<@!  #@!   &0   'AL+W=OX4T-*3.,,DCO>8TU9$>>9S;RK/9&]8*^!-(=US3M7?$S Y'*--=$V\
MMW5C7 +G&9YX9@3$G9(W_C)HW2T>\WU_5O_EN;?5GJN%5LM]M:1I;;!RA$BK:
M,_,NA^\PMK!S@H5DVC]1T6LC^942(4X_P]H*OP[AS7,\TM8)9"20!0$'(U_F
M5VIHGBDY(-U1]^\V!PM73L0J(UN;]J'O/F0O>1)O,GQQ0C/,*6"(Q]P0V*JO
M6I"YQ8GK*H,/'T)-#CW6.![4)@ZP6V8XMDM<4Y)GELLEN8[&8"VU63
M.>8_.MDO3/8S@?VJR1R3/C9)%R;I3.!YU62.^;(PP7='D(.J_:1I5,A>F'#6
MINPTS"_$'^$;/,\Z6L-/JNI6:'26Q@Z"GX%*2@.VB/C)?L_&7C=3P* R;IO:
MO0H3& (CN^M],EUJ^3]02P,$%     @ K(E82(2PK4#J 0  Z@4  !D   !X
M;"]W;W)K&ULE53=;ILP%'X5BP>HP20AB0A2TVG:
M+B95O=BN'3C\J#9FM@G=V\\VA :*1'L3^YCO[Q!\XD[(5U4":/3&6:U.7JEU
M<\18I25PJAY$ [5YD@O)J3:E++!J)-#,D3C#Q/=WF-.J]I+8G3W+)!:M9E4-
MSQ*IEG,J_YV!B>[D!=[MX*4J2FT/8W \!P[B$+\K
MZ-3='MGP%R%>;?$S.WF^S0 ,4FTEJ%FN\ 2,627C_'<0??>TQ/O]3?V[:]?$
MOU %3X+]J3)=FK2^AS+(:W6
MKG\2!0-MF4 & AD)>]\%[XUSA*&CAX."3_AOYD);)S 
M9A @BRU.,>&ZR79FLIT(;!9-IICMNLEN9K*;".S6!:*90/35=[F?">PG":+%
M-J>8_;K)869RF @7;CP=Q]HC<7?Y'9[$#2W@%Y5%52MT$=I,!#<,?J.)"9W45:Z^F
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M!!0    ( *R)6$A0/47XH0$  +$#   9    >&PO=V]R:W-H965T6CFM&\V0' D7',B BX+> V5[$)'@_(KZ%Y&>[IUFP !(:
M%Q2X7T[P#%(&(=_X[Z+YT3(0+^.S^O4?X1K1N\V8R2%CH^2?>*
M\P]81M@&P0:EC5_23-:A.E,H4?P]K4+'=4Y_OF8+[3ZA6 C%#8&E1M'F-^YX
M71F2
M!B?MTN:MU?5V/A7Q3#[@=37R'GYQTPMMR1&=/]EXJ!VB V\B>]A2,OCWLR82
M.A?"+SXVZ4JEQ.%X?B#K*ZW_ U!+ P04    " "LB5A(F?\:%:0!  "Q P  
M&0   'AL+W=O'!NW!)BFP$DLW=Z!.7_=-I(YGQJ>F)' ZR-)"D(S;('(AE7N*YB[=74
ME9Z#;*3E,S\VX/0\P[G^%1XX_W@0H'4%5EY+9>@+-<*&>AV^"G?[LN 
MB(#?'&9[%J/@_:#U>TA^MCN'4L:O2D7-J\M;K>SB<:S^037E&ULA5/+;MLP$/P5@A\0ZN$DA2$+B!,4[:% D$-[IJ651(3DJB1E
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MZC=;%)8JY=LK,]56#Z
M>'4L:7#2+FW>6EUOYU,1S^037E<.:.Q*294'[H#
M,.13BE[OHLZ884NIKCJ03-_A +T]:5!)9FRH6JH'!:SV)"EH&L?W5#+>1V7A
MI63J:P\"IUV41*?$*V\[XQ*T+.C"J[F$7G/LB8)F%STE
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M;"]W;W)K&ULA5/;;J,P$/T5RQ]0$T-O$4%JNJJZ
M#RM5?6B?'1C JB^L;4+[]_6%T"2*U!<\,YQSYHPOY:3-A^T!'/J40MD-[IT;
MUH38N@?)[)4>0/D_K3:2.9^:CMC! &LB20I"L^R&2,85KLI8>S%5J4>=>[4"!5219>PR4HR[5"!MH-?EBMMT5 1, ;A\D>
MQ2AXWVG]$9*_S09GP0((J%U08'[9PR,($81\X_^SYD_+0#R.#^I/<5KO?L[,91@VT;!3N54_/,(]P'01K+6S\HGJT3LL#!2/)/M/*55RG].?F
M?J9=)M"90!?"71:-IT;1YA_F6%4:/2$[L'!VJ[6'FR#BE9'W9F,:IT_5?97G
M=R79!Z$3S#9A:,2L%@3QZA=;T-,66WI$I[_3\S.'>:3GB4YO?QC@\D.655M]02P,$%   
M  @ K(E82'@@7IVB 0  L0,  !D   !X;"]W;W)K&ULA5/;;IPP$/T5RQ\0LT#::,4B95-5[4.E* _MLQ<&L&)[J&V6]._K"\M>
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M 'AL+W=O*ED6HO>BRP-&*
M7L&+)F:4DNO_>Q X[>B*G@JO?=M97V!EP19>W4M0ID=%-#0[^KC:[G./"("W
M'B9S%A/O_8#XX9,_]8XFW@((J*Q7X&XYPA,(X85$+QWM>VE,2!?"0Q*,QT;!YC.WO"PT3L0,W)_=:NO@VHLX9>*\F9"&Z6/U
M6&9Y7K"C%[K [",F#9C5@F!._6:+]++%/CVCIS_3LRN'6:!GD9YE/POD5P)Y
M$,CG$=4EUNYV,:SN0;7A8#;^$OUVVO
M##F@=2<;#K5!M.!,)'=K2CKW?I9$0&-]>.]B':]43"P.IP>RO-+R"U!+ P04
M    " "LB5A(%(!K&\P!  #@!   &0   'AL+W=OL 13Z8K251Z=6JCM@+/,:&)%WO(-6ORFY8$3I4%18
M=@)(84F,8M]U8\Q(TSI9:G.O(DMYKVC3PJM LF>,B'\GH'PX.IYS3;PU5:U,
M FP" 7>V1J/W/^88*7XNBXI@2@D"NC
M0/1R@4>@U AIX\])\\?2$)?[J_J3[597?R82'CG]VQ2JUL6Z#BJ@)#U5;WQX
MAJF%R CFG$K[1'DO%6=7BH,8^1K7IK7K,+Z)O8FV3_ G@C\3[EU;^&ADR_Q-
M%,E2P0C/0@OBT0;@1"*Q!.+=[OMKC&_+IM$FU,HJ5 Y.Z:
MK#'_\27CC4F\$O!W3=:8X+9)LC%)5@+AKLD:$VU,\.((,A"5G32)Y@??'N$?>)9VI((_1%1-*]&9*ST(=@9*SA7H(MP[_3UK?=W, 852F6VB
M]V*)_.EEGT#4$L#!!0    ( *R)6$B^;3:EI $  +$#   9    
M>&PO=V]R:W-H965T6CG-"\VQ[ D0\EM=W1
MWKEARYBM>U#9?=,<:%I5<;:JZE*')T4
M&EX-L:-2W/S;@\1I1U?T5'@37>]"@54E6WB-4*"M0$T,M#OZM-KNUP$1 ;\%
M3/8L)L'[ ?$])#^;'!Z?U+_':;W[
M [?PC/*/:%SOS6:4--#R4;HWG'[ /,(F"-8H;?R2>K0.U8E"B>(?:14ZKE/Z
ML\EGVFU"/A/RA?"81>.I4;3YPAVO2H,3L0,/9[?:>K@)(EZ9>&\VIG'Z5#U6
MQ>:^9,<@=('9)TP>,:L%P;SZS1;Y98M]?D;/OZ875PZ+2"\2O?CVM<#Z2F =
M!=;SB \W1[S$/%XU86=[JL!T\>I84N.H7=J\I;K7
MA 84:?N"/>-SSIS1V!0CZE?3 5CR+H4RNZ2SMM]2:JH.)#,WV(-R)PUJR:P+
M=4M-KX'5@20%S=+TEDK&55(6(?>LRP('*[B"9TW,("73'WL0..Z257).O/"V
MLSY!RX).O)I+4(:C(AJ:77*WVNXW'A$ ?SF,YF)/O/<#XJL/GNI=DGH+(*"R
M7H&YY0CW((07Q3]>V\Z931-20\,&85]P
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MN93CHP$  +$#   9    >&PO=V]R:W-H965T[#2E4?VF<'AHMJ>UC;A/;OZPNA212I+WAF..?,
M&5^*"?6[Z0 L^9!"F1WMK!VVC)FJ \G-'0Z@W)\&M>36I;IE9M# ZT"2@J5)
MLF&2]XJ61:@]Z[+ T8I>P;,F9I22Z\\]")QV=$5/A9>^[:POL+)@"Z_N)2C3
MHR(:FAU]6&WWN4<$P&L/DSF+B?=^0'SWR=]Z1Q-O 014UBMPMQSA$83P0J[Q
M_UGSNZ4GGL:)0(OE'7'L5UBG^66VB?V<1)T %.P=EN[]U]=NGWX[T6G=Z;ZJSS8?^1_MK9TU]'[**ZN+'^%DV[O,V?I.):=C\ #X-X(\!P/YW@)@&
MB,< /F8Z1N;R^J6PQ7;3FEO478KAUV8OO7D[..D]1WTRG;MUY1J??FQ%FFWB
MC\%18/,VVG!GPQX6<>]]5H*'$F_<&RY2-2>Q"VWRYR("Y2&< S$ZR)+G#@ Y
M .< )@$&:!0."H(1\Z&,]JP<;JK?#UKM0NL
M82PZL!@\7I8M:9)*PH3 ;I$F0PZ"P@727S
M,C[J,@4@"&'<6<"[(C0"AA%E:G%5,5@LIU0U]ZL*A/G.,3(\(2S5D]&T5D-*
M7*LYAHNSH+2$TDY&Z;0V$F0P6APHE?5;+2AJ83&#/&!0
M$19RCOGBZ>+"8G)X1BELYL_9A+ 4<(P7#UJ@HOPX&"^>+\U68')$0LA6^.2(
ME""#F1&,,(TFH_NZ1YQ& L,E@LZE"!L_\6E_NGB#*C X@K)%%3XXC##A!69&
M2$)#$7[? @$4(4R6"#L791)@LD2VN*H8&J$H555^50DJF"L1M"U%Z$B N8)D
M\2L.9@88(5?PF2&T(L"T ">0"?X^3[&,PB5@J"#H6$H17'QZ[5N\T0,,#%" 
M 1\8(2DZF!<(>2%T","\P&)> /,"%%[ YX4 -F!>(*?,(7^;UT,%E$DD,57!L['IP]GC[.,K]P=Q[WTWR[
MN10G_4?1GLJFB]Z-M:9V!WI'8ZSN8TC6?:YG71P>-Y4^VN$RZZ_;\?QQO+'F
M&PO=V]R
M:W-H965T[U<5&]ML3_H[_6L>2O+O/YOI8OJ=#<7\_.+'_O77=N_\)8+[V*WW9?Z
MT.RKPZS6+W?S;^+V4&8B?>WUJK/M9+_ZIJG[U#X_;N[G?:]"%?FY[%WEW
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M9J+K49-D\.3@0!H'\74' 7$0# X"XT!AE8BM$RLV?X4*IH0GEJ!/N QQ(HR1C/BAVI1!^*"(5L!-_C4GA
M*ZGBB=%T]9DZ^\P(J:(@IINC<_AY?#5X*">5E@(D'IVDJT(Q$ZR-8%<)ADM;8!*&_V0
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M4$L#!!0    ( *R)6$B,[-ZB @(  +0&   9    >&PO=V]R:W-H965TQ\7^8E,"*?> .U
M?G/B@A&EM^+LRT8 *:R(43\,@K7/2%5[66K/7D66\E;1JH97@63+&!'_#D!Y
MM_>P=SUXJ\ZE,@=^EOJCKJ@8U++B-1)PVGO/>'? L0FQ$;\KZ.1DC8SY(^?O
M9O.SV'N!\0 4 ?N8TPNGZ2O]NR]7VCT3""Z=_JD*5
MVFW@H0).I*7JC7<_8*AA98 YI])^HKR5BK.KQ$.,?/3/JK;/KG^3)(/LMB <
M!.$HP&MKO$]D;7XCBF2IX!V2#3$_'M[I<&$@FHRT-VFWMOK^])+%49SZ%P.:
MQ1SZF-#&X#'"U_2;*<)YBD,XD8?+\LAQ&%EY/#A<+0-B!Q!;0#0 ULN E0-8
MS1PD-[^C> ;;+@,0!)(^6N7$ FSO*W#Q:YM9)LIT"XF 9@ .W
M8X-'"\5?FA[?4>H\*+ZC\7'HY@EGB#N:'[O=CZ.'JW7['\?W5#L+BB,GCS^9
M*@S$V0Y/B7+>UJH?'^/I.*"?0SN5/L.SM"%G^$7$N:HE.G*E9YL=:R?.%6@7
MP9/^&Y7Z"ADW%$[*+!.]%OU0[3>*-]<[8KRHLO]02P,$%     @ K(E82#QK
M>^(W!   AA<  !D   !X;"]W;W)K&ULG9C9;IM,
M%,=?!?D!"K,"D6.I=NHL4J6J%]]W3>)QC,KB HG;MR_+V.$<3^U#;\SB_UF'
MW\S _%!6/^J=,8WW*\^*^G:V:YK]C>_7+SN3)_6G5)TUY6KWZ]
MKTRRZ8WRS.=!H/T\28O98M[?^U8MYN5;DZ6%^59Y]5N>)]7OIONZ:[X2_F_LEND^:FJ-.R\"JSO9U]9C=/2G627O%?:@[UZ-SKDG\NRQ_=
MQ>/F=A9T.9C,O#2=BZ0]O)N5R;+.4QOYIW7Z$;,S')\?O:_[ZJ;,CR8S+T]^#<>TZ(^'
MX9\HL&9N VX-^,F JXL&PAJ(#P-YT4!: TDU4-9 ?1BPBP;:&N@/@_BB06@-
M0FK1D36(J :Q-8BI-71C/HQ<@$S\8O.C^M
MH(:Y-(]CC=#.6$_0#S]I_'8 W*/ T2CPWH,8HH0!P8- 'D3O
M0=H<)/#XA\A""')Q\/$!-2(@2H2@1\! 1/,3(0SRY4A;@
M*24@U(I$E,>'GGFR]6-+#+E""QRS X#%"A&<4'QH)%TTO&8+#X^B#?
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M  @ K(E82/N%\@*S P  !A$  !D   !X;"]W;W)K&ULE5C;1S/%">IDYG.=/K0\TQLV68*R =PW//WY2(3
M26>'*"\&Y+777I+V7EA>757]NSE)V09_RJ)J[A:GMCTOP[#9G629-5_465;=
M-P=5EUG;/=;'L#G7,ML/0641XBAB89GEU6*]&L9^U.N5NK1%7LD?==!V'PC7JW"*V^>EK)I<54$M#W>+KVCYC%D/&1"_7]C?QRF
MV\E_R1JY4<4_^;X]=6JC1;"7A^Q2M#_5=2OU'&A/N%-%,WP&NTO3JO(6L@C*
M[,]XS:OA>AV_22(=!@=@'8!] V(=$$\!6,P&$!U I@ RBZ<:3]\2S SXIMG(P4*N-X1#FP<8DX'QLC #GXY'KR<)0#&&>34S,A,?*
MQ,Y.QP-#/#+PR(.!. QD8""C3A'9.JMQ;4<,'[/$G("5<&\S(8CIP61"C" .
M;N:C!]76HA)<( '!GBP8BA(:>RP2=1:)6GHPN$@CA@T8082@H&HOU#,U1&-&
M8N'3-W&=P,YI<0T6QI8G[<+B6BLBG"Q"Y
MCH.H1_@
MSYL$AMCU!XRL-.#K
M.<6F/Q N$L[!OIW#S6ARO01C2Y./'V&W]_'G?TUAM_Y<3X%ONBG>3OSAVQ36JW-VE-^S
M^IA73?"BVNZ<-AS1#DJULEN9Z$OGHR>9[:>'0A[:_I9W]_5X3!\?6G6^_>LP
M_?6Q_@M02P,$%     @ K(E82!$6E]2A!P  32T  !D   !X;"]W;W)K&ULC9K1:VWO^[JY6,W:+,>PV3"X\UR
MM;VZN^V._;&[NVW>#NO5MOYC-]J_;3;+W?_NZW7S_NTJ7'T<^'/U_')H#XSO
M;L>G<8^K3;W=KYKM:%<_?;OZ1Y@N4M6&=!'_7M7O^[/?1^W%_VJ:O]H__OGX
M[6K27D.]KA\.[11+^?&[GM7K=3N39/YO/^EGSG;@^>\?L__LEBN7_VNYKV?-
M^C^KQ\.+7.WD:O18/RW?UH<_F_=%W:^!V@D?FO6^^W_T\+8_-)N/(5>CS?+O
MX\_5MOOY?CQ33?IA]@#H!T#I@-@/B*4KXGX 
MGP8$N#@@]0-2:8:J'U!]0NHV][@9W59^7QZ6=[>[YGVT?UVV-WB82O2NG4,F
M'LG^[;L_NSOD>/3W'4WX=OR[G2B+N3_&0!^3K)A9'E-9,3_RF!LK9I[%A(D5
ML\ACPBEF+.LU%PUJT=!-$/L)($^R/5Y(.^;BI%%-&KM)L9\T6I/.CC'@VAN])R\Q*P26]4WIOS
MO& :9I;'V)QOO,1AHET[R::UO=.-NCSO%X>' I]UHR[/JS49H*"J^Z#>:8/U
M.@^N4(,V:LCL!?9]UXVZ/*^65< 27JX[@I9'H!)>5,C+54C0#@F91,"V?7#]
M$+0@0BKAY0H@: .$3 %V?<_"N0/2!5ZN"((V0!* [0T(&3YS8YME@5ALA ^=B46
MM<3BI."5(;IRBEI.,128.0\:N$&C*Z>HY12AP,SQ7$[A@AVB_T;RRSO)S$YQ
M@*IKG:BM$TOZGN@*)6JAQ)*^)Y[W/7"!EVN4J(T2,Z-$6Q?1U474NH@E?4]T
M51"U"F)5PJLJY.7:(&H;Q-P& Y\*N#9 ;0,LL0&Z-D!M \P+G4P;9$$XL6V 
MK@U0VP S&T2[!4*WR%$7.<826&Z1XY=/8K $5AYD*FZ.K@E0FP S$T3SM7V.
M;H6CKG#D$EANA:.N<,P; M,<]WW0S;$72423:[)K!ET7H'8!5B7;E05-!I*[
M(D M LQ%8/9#-+!=Y"J#M#(HZPO05ARYRB"M#"KI"\C_+/7+AZE4LEUTOET!F,(U
M#R!SQ4%:',0E^\4E^^7:A;1=*+,+#G!UG4':&525[)>K ](ZH$P'^@UG_Q9%
M!0W V#4!:Q-P;@);
M;^R:@+4)N,0$[)J M0FXQ 1\;@+B"'1=#5R!__7*E^]7?(@*,BCRSME
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M&; P8)-!$@;)9)#:1W M!M+MR1F+@?1K_EC73X?VU[9CVQV?]CW^<6A>/QY>/CU!??=_4$L#!!0    ( *R)
M6$A6NOLG=P,    0   9    >&PO=V]R:W-H965TR:V;#,!Y((%JJ=>>N]52G&1=M?RY"_I3TY3=OR=>B_-CB,++
MPJ]J?Y##0K1:1E>[;=7PMJ]$&W1\]QA^18N") -$(WY7_-Q;[\$0_(L0K\/'
MC^UC& \Q\)IOY."B5(\WON9U/7A2S'^-TQOG8&B_7[Q_T^FJ\%_*GJ]%_:?:
MRH.*-@Z#+=^5IUK^$N?OW.2@(]R(NM=_@\VIEZ*YF(1!4[Z/SZK5S_.XD\7&
M;-H &P/L:T", ;D:H/13 VH,Z,V ZJ,94]$'492R7"T[<0[Z8SF4!UHH>#00(<)%8$24K<+-OQ'$8,&S%)[A%F"EA2
MBX5,DXR0=#P*ACQ(&"!A3BITDH59+"@FL0=-!F@RY\X\CCP'#O)[[PS%L/9C
MCULSH-1<&_4A^B R-']Q!F-N+F9>&6%(A)V,DBFU/3D@FJ/I<+ 5#HYSYA$-
ME"4B3C3I=#3$)QIB'TZ:YQ[10(TCZE'8!F1$2I!/92/8#)#=#6CJT3(15#I*
M[ZYNJ&/$YJN[,* QWRPAB0<15#+*9JN[,!A33BR-?6X0*A[E-E$R393;E9)X
MT%G#L4;8N*)DLVP+;O0,AE'E$ WL'1DXT;)K(;AZ$,>SS,PV;!W:;1S:=
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M4,IL6 \  %1A   9    >&PO=V]R:W-H965T=I\5F[95D42O2,?9OU]@.&30P,%,:_,0
M2<-N3./,],'!I>DW/W8O?^R_;K>'B[^>'I_W;R^_'@[?KJ^N]A^_;I_N]S_M
MOFV?\R>?=R]/]X?\Y\N7J_VWE^W]I\GIZ?%**^6OGNX?GB_?O9FN_?KR[LWN
M^^'QX7G[Z\O%_OO3T_W+?W_>/NY^O+VDR].%WQZ^?#V4"U?OWER=_3X]/&V?
M]P^[YXN7[>>WE_^@ZP]D8[&93/[UL/VQKWZ_*-'_OMO]4?[X\.GMI2I!;!^W
M'P^EC?O\X\_MS?;QL325;_V?N=6_;UHK+B\^;3_??W\\_+;[L=G.G7"EP8^[Q_WT_XN/W_>'W=/)Y?+BZ?ZOX\^'
MY^GGC^,G4>(,P
MVX>_;Q 7'>+L$,\.1B\ZI-DA-0Y7QZJ>/5/]^YX-Y<_5D:8C8W1QL]V9ADD,W[VH;.%E3 V8N8$F
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MJXFRS+3%9)<@VR^9\6CF-
MAT:K0(A+SN,X6Z*SM)1O1Z.?N9'#S\>BZ>+L>9J&&2?!LB5-JP59:=F$SQ'A
MM],B;K6,6YGO.,J67ZT19*9%Q#E[SMI;FR"X>[=&:]FKCI6_7958MF5$*Y%8
M=E5BV9;'K!>DID4\9OTK4[-E,1LDJ6R>G!#@+B85OS,',=;P"T5.R4(#$=HEA7K]V5
MI5_!W5N"=<1>],'=5Y6D:TG1:4%B.KW:;DMCS@@2TR$:<^9UB>E:#G-6D)B.
M;0@IXT:0(HVXY#R.L]M2DBRR.;A;5$O'D%(04+UKJ=-Y0KM[1T3:(=OU:\G21O<9XN<6M2DK7$IY+DK1+:^WZ
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MOY,D/G1P)2;V6HJ.[:26>Y,2I#:Q@-)9$EJF3QI07(SHV&(B,E3/4&/@MEY:ED\L;7-P0Y16I6BJ67>)#G-
MEU8W7U++ELD)4KLQ&@"*V#*YUZ5V:JDR>4%J)R^)#XG5Q-8A@U8">9%:VDU!
MDMI!$B-2M*E>K/0Z2?*F9? 4):DM8?"$&#S5#.ZU9"\J=>?#DR2U)22>$(FG
M>HHO658BU9__YO0\./NH5@4TJ>Y0M9*BG%STTC/CSYBO.7
M5'>\60D.!=T>_?K;L_V>**M5(=4=A5:2(S]'OSZ&>D52!R?9HB/5G9I6@G,_
MMT>_/@3&HBH9R3ESU1V<5I*#/4>_/@1VM,?7AP870NC.3BO.@J,05B4JJ>Y8
MM)*<\#GZK33='7E623!(@_O*P\#45^<0HO'@4Y!(57KUA9 0?UY2LD.7/$
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M0EVU$O%RI7:X/=^*T9R6S%2Z@B-JBHD&1,6L?'PUY2[
M3;#?E#M.L.>4NTZP[Y0[3[#WE+M/L/^4 2"( &4("&*@,P8:8J S!AIBH#,&
M&F*@,P8:8J S!AIBH#,&&F*@,P8:8J S!AIBH#,&&F*@,P8:8F R!@9B8#(&
M!F)@,@8&O_WE]8<8F(R!@1B8C(&!&)B,@8$8F(R!@1B8C(&!&)B,@8$8V(R!
MA1C8C(&%&-B,@848V(R!Q1Q02 !B8#,&%F)@,P868F S!A9B8#,&%F)@,P86
M8N R!@YBX#(&#F+@,@8.8N R!@YBX#(&#C-AH4*(@(B!SQAXB('/&'B(@<\8>#P>E $!8N S!AYB
MX#,&'F+@,P8>8A R!@%B$#(& 6(0,@8!8A R!@%B$#(& 6(0,@8!8A R!@&/
MBF58A!B$C$& &(2,08 8Q(Q!A!C$C$&$&,2,0808Q(Q!A!C$C$&$&,2,0808
MQ(Q!A!C$C$'$VJ"( XA!S!A$B$'*&"2(0I(I045DJJ2"6%
MM9(J8DEAM:2*7%)8+ZDBF!163*I()H4UDRJB26'5I(IL4AB723R.U.,D'S$N
MDX <*,A)0@XTY"0B!RIRDI$#'3D)R8&2G*3D0$M.8G*@)BA+4G%?%)6'U2D9\$]6=9Z[C>$%2@9;&B
M?(9P*:L+Y3.$2UD.*)\A7,K\O7PVX7)U_G#_[LVW^R_;?]Z_?'EXWE_\OCL<
M=D]ORQ?$?][M#ML\\5<_N?#^774M3V_0]02P,$%     @ K(E82!6TTT\>!0  RQ@  !D   !X;"]W;W)K
M&ULG9G=<^(X#,#_%8;W72Q_FZ',;,OV,V1V]N'N
M.6W3EED@O21M]_[[RQ?4\@GPW4M)W)]D69(M868?1?FK>LGS>O1[L]Y69^.7
MNGZ=3B;5PTN^R:JOQ6N^;?[S5)2;K&Y>R^=)]5KFV6,GM%E/.&-ZLLE6V_%\
MUHW]*.>SXJU>K[;YCW)4O6TV6?GW>;XN/L[&,-X-_%P]O]3MP&0^F^SE'E>;
M?%NMBNVHS)_.QM]@FG+>(AWQQRK_J+SG46O\?5'\:E]N'L_&K+4A7^\XM\O6XU-3/_-2C]G+,5])]WVB^[Y3;FWV=5?E&L_UP]UB^-M6P\>LR?
MLK=U_;/XN,Z'-:A6X4.QKKJ_HX>WJBXV.Y'Q:)/][C]7V^[SH_^/98,8+< '
M 1XK( 8!L1>01WDY\'+/PW$!-0BHR GTP.O8"R# M.7+5D^C?-0D?-6]=ENJ'WV?:ZYFD_=6$V+.>X9WC'""8A*?@3TQ:4R@
M[>#8CG/NR7-JAH5/:*XIYM)G)$5<82V&8JY]1C *N<%J+,7<8L91S!UBZ+F2
MDZY9GC8X]1&C(@(D@D01G0+1SV%8A 89:)"=!MEIL$$6;?LLZ!'39Y'44I+8
M(L! 60J[Q)A5VE#8%<*4,* H[!IC($%2V W&E+2.PFX1IIE@C,+N,.:4TQ26
M^)ARTM+N7?J8%MHXTK848=HP$;.A51!MY47;<3+:/:([Y(L4(,C%+3 F&6WU
M)<:XT&08KS#&+"-MNPXQ #+:& -'._XV6(*AM=T%F+/D$A*$@6&27L,RX+AT
M9)*EF+/<:!T1G@#5 5TN?$E+0I^P5TB7I
M$N@S7-/)ZS-**DM2":($UZ3'EUB7E3'G"K"P$6;(DW3*#9 9<@X.^'*!.>#:
MTB7P$H'-T6)HKV-]7''2$=<8ZMC30U]0V%Q/V?WW_ 11V&:.#ASKX?^Z-(6RO09SLCI.!
MZ9?L0)".62)*"6?()B)%F'%^YATQ.^SI02+WT?W*  VA:HK>@< CC#<-(5U>
M,">D%3$%!L(&%4YWJ G@UJCIM<@=M<2<:XHQ;3G".'/>%] CEH>=%IQNM1) 
MO=:A?F2),6!"T\4*<\[8J(T2-F\0T;TE@/LRU1A%F^YS3M!G70JX_[$BILA"
MV(W Z78D!530VQT558?"@@X1%3V!N,((_Z[K?(AQ4+C)MXEW"8OG[O[
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M_FF7+^\:H\UZ)K,,9IOE:CL]/VVNW>S.3XOG[R?YYLUGN_KO(U\7+
MV51,NPL_5@^/97UA=GXZ>[6[6VWR[7Y5;">[_/YL^I]?Z
M^Z:_5?P_E_O\LEC_L[HK'ZMPL^GD+K]?/J_+'\7+QSQTPM0-WA;K??/_Y/9Y
M7Q:;SF0ZV2S_M)^K;?/YTMYQ63!+&\A@(+D&*ABH5P.I!PUT,- ' S-H8(*!
MX1I ,("#@1@TL,' <@U<,'!< Q\,/->@GO-VYC*VR>MD'V9;P;!)-]TBFN]A
MBVZ^A6+'UG
MN^)ELG]:UEHE3FK\KFZG:GQ247'?_&S(WE[]?0X*3F>_ZY80YK+%R("Q*DX*I/TM6@QT&"L)ZP-"*JV\[T%^Q&UJW8/[A' 2^G"?$2X.2J:)%K3AM,&Y854X[M+>2$UI[L:*2O'#^6.-*B_:6V1
M,7>TTBQ/E#T2D"?6J%#VR/'LD90]TG%Z'+-'&0YS)&6.C)FC:1(*6P$,$IPZ
M7U%ZJ;@^ . $JRB]E!B_6Z#<49(QLBK./E7=P,D:ZFAC@G8F(#AM4(:I\9E'
M4?8H#GM4S![I!6M^*'L4RCW T39%V:/<=1]BA49$.Z%@V@KFJQ[.RC*(<4
MSC[I5*=0H9TUU1EO9TF9I#&3.&M34R;I\4S2E$E:,D99QTRRFKV_T)1-6C$&
M6@RA X2](<'6V-YX^A_#&(&CV[$!,?-0G^V%(.&738
M!*R *8?,> X9RB$3T^,HX;>@"P0">I;B$AUT8 .4VQ-P^.A/KNBX9$P%Q&@5EM6"&1/D/B/^6
M4Z(!)3>,+TJ!DAL,0_8@/KEF=??H0)K!_TN(^2\5Q#L<% [2":>ED\F%^@5Y
M-:SJ :B8@.70!BF.33]80B##8@U5)7!#"[D;QKB@U@-'^PN$E-(*<7P.V TE
M*N5M\KS\.VI/"<+
M6,H6#C$7I=\*61.0)R%ZRC%':*X2VX+YRZFN&0?KCA*<8>."1UG<^@HT]SX
M8T)W]"@>U18]B0^!>A+?M8L+$)#,<:&L=8/[MM;5E8NW9+*G4AT&!<%#[GB"
MYRGU/6-S=X5!M(8+V8P#^H) O&SFJ=)X_(PNN=2O?+P#!+8T>BI)'DD22VT\
M51L__DF=IT+B4=61W@=]\^A)G0M60;?-47WK"ADN!QUD^67Q<>ZP8K
M.*H;'FV&Z#%RYPBE<<=)XYZ*B\>ZD=[[(Q!XUA([>LFGC\;($2H(/"=%5_I.
M/-578E=)6;G */"<-5^_=$Y]">0K+5NV
MKTN]7GU] _ZB>0^67%^(DR^IZ]5B/[GQ)G&G6JW5'4C>L=4=F[SCJCLN><=7
M=WSJ3C7>)S?UH"?OB?I>^V;O80#.3Y^6#_GUPVNXG/XNR+#;-R\'W15'F
MU&PO=V]R:W-H965T'SQGX^WGQZ^?OG^
M\?'WKUZ]>OCI_>'CS;Q^-_WO_ZZN'W^\/-ST\'?;Q]
M)=.47GV\^?#IY9O73W_[U_V;UW=_/-Y^^'3XU_V+AS\^?KRY_[^KP^W=YZ]?
MAI?+'_[]X=?WC_,?7KUY_>I\W,\?/AX^/7RX^_3B_O#+UR__*WSU@^4\:YXD
M__WA\/EA]>\OYM+_>'?WV_P?W_W\]SJ_?KK?8_E_O'DXO+V[_9\//S^^/Q9W>OGBY\,O-W_<
M/O[[[O.[P^DFXGS"G^YN'Y[^_\5/?SP\WGU<#GGYXN/-?Y[_^>'3TS\_/_]2
MIM-A_0/D=("P!^CI #T?(+)Y@)T.L"\'A,T#XNF R!Z03@>D\P%FFP?DTP'Y
M?$#=U)>3OGPIT?8!]71 96]A?N3/#V[ZWGIOC4D+^Y>;QY\_K^[O.+A]]OYOX=OIKU]_-YCB=_<6R^#T__
M^=1!GO_ZYYM4[?6K/^;MLT9.FMC3?(.:U-/\'36YI[E&3>EIWJ&F]C3?
MK346I:?Y!YQ'N^7Y)VBLJ_D>S],M\P]K39ZFL^;5\2'UGY0T3TJ>SJ"GDA3B
M#-J<09_.8*_M>M@K62*4UJ2I-6I1D4)JT+HW$:
M/P]0RK%_!:Z*"@^B4>%/
MHN?"UW80W"A2ZR:";M)]<%<@J5D
MP@^$\4I91SA5AX&D"-VC=52KC!IONNCQ;
M.%,PHC3:VJ5.A!OHIEV>2M.! =)RP]HL,9PK=A8P?AF?:*'+KN1H)
M7P'1H +?Z=ISDW ]4UO757!=[C&T7JGY\M;7NI:6K=:WU OC6KJ>O8DRT;:V
M?J7UKQO6%8A&8Q&(+#.EL=:OC GOC GO;!W>Q1Q90[?6M(P)[XP)[_!,@6D\
MUMJ?,>&=,>%=MD1H8J5#UZU;'+@_OK+4:8\([%,F@V<#:F%)WU!J-
M,>$=BJ3;TJ\;$1-L6FM9QH1W*!K5388N)3J*[VP=WZ5)R,F>M4YI3'R'HE'1
MUTYIL19R$+'6+@WL4OJ+;[:>%]A>(1@,6B+@!*[;N%8WH72 :UHVMMQNFX3+R
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MM^-8>**T/E(N]Y':^DAE? 1%+31YJIJZ]I%:_7.JF87*HY10(/T75$#>;UO.J0#WM,#DF=>^PH",G9ITG>$ ]
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MK". 7U(NHY7W1;DD):!]TR'( ?%B;N'.T<#!+@=@@@-X@VTB,.=:0KR%S)!0E:GPT7'"(3([S(TJ][?R%M4IQ,[9\\["@:MVF^BV>:_ F]O?C
MBYJ!.#HW9&H>!JI!35XOJA,"%6U(0"W*4Y?-1K[P%1P9''+>N_$PUFLT3;MV!LT+$C4?F#"I7K'/[0L/D>K(SPUP91[R;-WE&] .+=2
MLP!'YX:Z8]O(4;6A)L:3ZCKD(/D+!]8&)&M'GE0SXTF@(K-3.@(W((([\J2Z
M[O5)=YY9(6M@DN.( 7YDFPI(:564F>^(P
M8)F('>NK1M5/Q'W=JICA21P&+(CN5B9*$H?NRG3Y/$X<:BL T8XL20"B/9HA
MGZ3.4;2"Y"OUK"G*H TM:5 L8S]VWRQB('.HH]>)4"$MJ
MSE492Q+'M,JTF8[U?/>0:E7'V4$6Y9(FNY"O^HKC9 4XV4*>Q6='O7P>(0YL
ME; )X2VU%-9X7>':B,-?)2C31D U;".@XD)I<2BMA$V\[GSW:W_0C?2; ;;)
ME0RCQ6&W D!MH38EQ &ULB/ALSB@5B";LX2M'(O:(I/==SD.AZ8(*B&)H@ID3D3='BM8);BD0DJY 8M=6R"
MNGX)*#:4Z5;)G"'"HL@ H7*N^[.%18=J#"XE!A,6.Z&T# (;&6[3A@H3A@
M5 V[&ZC(X':MH-\A8)\A8)\456H'/7B(%^)5*P!D._Q[NG51$?N2J1B
MC8A6PGW(Q5D)XKBC21"H2AB5""9!5/YR<6BO1&H2%(TJ$:B$BFXQSS=IJ_5L7=%:1J=5=4!7A
M;LZ91:96=S,: +6(XI!@@8RXA?KTB#@D6/*.KNH 7I8!3L6-: XXE.0^!P^5.Q^7$7Z3S_"$*B4YSHJ4W9DC!7'6TJE
MAL *&YS32S4ZW'J.$;=D:A4':&H$^( _4ZLF(+T.'50ZO4W=?RA4FE(457:G.,/
M2ZG6*FH*K@YEU.TLI.<*T'7,5^,P,X!")M+4H"9;)6L[M%*92%%5+ [*CY_9
M*I;)H%4=1*D(40YF!Z@J5&9S=:BE0OK06/L W*(Z3;-H0%0=E*D 9<;:YR@4
MH$SJF\ .R53 *(LQL8.Q%3'/6JX?"171REJ8&+N1;5D,'MZ#XDKMNNK
M@8FY454B$^RHPQX5L4R5)'QBF5S!)5A.DG3G3O<-WZ8GEHU4 >3
M*7QUOE 9AM7!9+KCN_/J&#$U? -F,#5%51I,WN#;\Z60RX/J,#&E/D"/JK)*
M:(R/[/)< .KP,*4^0H^J<37!9^AKV5B"@ _1'UME(%^658>F*7QFOE#)E-6A
M:6H[9JF..%.DQ$8C1URSZT'8Y69U/)DV/-F@/8%J1+BABFQ/#CC3!C@;K%5!
MJDB;XI [5O@PO4U"@I#J\#1%\(Q*$:T.*=.XPYP!*IQ+:V]*>0-:XIK:PH%,ZQNE=\Y$V2J
M3%1B>G5 F\8=SN2X,FVXLCZ^SI,30%3*U1R='7HF:;+7VI6!Y5IDXMR,-(GR*\6*UW7SDL2D5[M
M&E6%^I:H.OQ,(8OD^+FN%S4N>*X.5-.,KD.-7XX^T[QCNN2X,J6X,E05SF\<
M5Z;(E5'YJ]5Q9;J#*U/'E6FF=LPR]D#N6JX'(BQ&9*:(E%')DM4A95IV;+T[I$R;KZ7W/URPJ$[1?!;:"AQ]
MILB5<8&CX\KTQ)5==O.N8^%7Q8A*4)HA3)H!Z'I#@A-'82FE5H4
M@(^2QZERX8TCT!39LM(-]*]1E86[ENNM%7MK&=S9.A3F/T2OCD)3I-"H)(SJ
M*#3=0:&IH]"T4EML=;W%EBRR2SV.1--*[; AKU:Y:[G.7YDW)E!5J 24ZJ@V
M!5ZM4 DHU?%J6B_OJ>9X-9LV)\FG9[JHEK5+ZE)M-[6)>1-T42VX<2 -T1S4
M9@W4UF\^J"I4/DQSO)HAKS8 4U'%?;[8'(%F^)7KP<>>6A4SLIJCR@QYL=H/
M"!853UZ98\ILPF[,G:7MQC9='B&;H\"L28 YN O _C+J/P1YN OVP%_F8._3(F \FVKHMJYX[X,B"YKOZ/S:;G6I=E 
MS%%?IOB2 O><7(_2'3W*\5RF^!Y3]Z[?&:0FR\JN&I@COZPAO[HO3+Q;5!>$
M[8[[LB;56#??Q+M%=:__-51KL9]#K:R!J/H;1:BJ
M$^76#J(R@*AB[,,:J*I4FF1S6)0!%A5CM_5>H:I2:9+-P5,&.;3J8+.M55%C
MJT.L#."I.@!>6A7E  Z=,L"=ZN#;9XV*RK)J#HHRA*)L=%\9KL6U>><; ##5
MT =B6A77#IUO0)ZM&KKOTUZU*FJ<=C"4 >94^U\FO&I5U"S$84Z&F%/_,\U7
MJ*K<:I8#F S0I-K/9'?5J*C<>N:H) ,JJHMN% )0-0JA\ Z"GVL]+>=6JJ#;OT"B#+^?6]I,#
MYVOARC/EO0Z@,D"CJ@[:/'[MEMK!-@=0&0!450=MOE%QUW*^D3<1C_.UP#=<
MEIE7#^\/A\=O;AYOWKS^>+C_]?#V<'O[\.*GNS\^/&7XX7#
M5U?AY2OW]^OPU;>]O\]3HZ^^G^='_K=Y:C/_5OJ_U?FWVOTM3L??CO.'[F]A
M_JU7ECDTGW^3_F\Z_Z;]WVS^S?J_Q?FWV/\MS;^E_F]SO<1^O<2Y7F*_7N)<
M+[%?+VFNE]2OES372^K72YKK)?7K)4K]>
MTEPOJ5\O::Z7U*^7--=+ZM=+GNLE]^LES_62^_62YWK)_7K)<[WD?KWDN5YR
MOU[R7"^Y7R]YKI?_W_QZ^.'F_M_'CW^'CW
M\6@<+U_\#AZP/2WH[6]/]S\?/Z/V\,OC_._SIYW_^'7]^?_>+S[?3YT
MOL#GN_O?GKSAS?\#4$L#!!0    ( *R)6$BZ0G,?6 8  *TH   9    >&PO
M=V]R:W-H965T8+6Z\1R]/%P-!Z([75K4:CY5M]_-X\5U4[^[G?
M'9K;^7/;OMPL%LW]<[4OFT_U2W7HOGFLC_NR[3X>GQ;-R[$J'X9&^]U"%H5=
M[,OM8;Y:#M>^'%?+^K7=;0_5E^.L>=WOR^-_=]6N?KN=B_GIPM?MTW/;7UBL
MEHOW=@_;?75HMO5A=JP>;^>?Q5F]-]'[6=_Y;77_O/_SY<#LO
M^CY4N^J^[4N4WRJ=;U[I_M
M0_O<];:8SQZJQ_)UUWZMW_ZHIC&8ON!]O6N&O[/[UZ:M]Z'
M$DG*8LQO(B0)(QBCB^N]]=!;'_,EU/4" 0J$7+Y$@7(L&(Q-H!,=4NHD:0 K
M=)'D#6#&,I@39S8BHGY;SYBL0F()FBEPH#GLJ'J]-:Y2"O$EKE**$4 QW
M%&@L0I-IQZ$.A2Y,-G4H=6&O4[>90"?J.)8BT!)$[ E.43Q*\(2@9&+XLT1AD; Q.,30F4:929S.',I6&PYR).0DF.9W6%"6%2J^)
M4,QSI@PZ@XR=P46]OEP"-2]=-G>H>>FO<[>>0"=6BK1K4U0LV,O=0?^0@9#"
M,$*%:E9%+BD*U:P$8T)-H/>TD"1E#:@+\XFBI%4,&U-H("HV$&<8>E9G:3X[
MSBO4L^($^@ET8L4IFR:/PH1-3SP*TY*1%A1ZB"*AWG+(0T&K[%BO4-"*$^R5
MH^;CT]P1E+]$'4'9:"F^W&FT$$7RO>-0A[)7V0E?H^PU)^%KDLFU2R,I5Z?_=0GB=PS5CR-
M,M79B5RC3#4CD=_I.)&G0Q:!=+_OTJP!B$,;FH*.3<%R-FDT2E1G)WN-$M6<
M9*\AV:?71(H2AJ$<@W(W)+-[QH@,BL]D9W:#XC.L4!CGWVQ0
MR(;$<4ZB-ZA1DQW'S=GV&"..KPT$;.,,&A5JLP.V185:3L"V<226+DG)FH!$D8XY!.08^="B']C8
M#[S@3+>S#?/L:&U1Z983K6T<(+0Q,K5#H;OL3.U0Z(ZS9>[H
M;GB1EBE%"9_.#QL*"YSG+ Z]Q<7>8CDFZ5#M+CNA.U2[XR1T9XGI"TY?SQZC
MQ9[@-8HXR=J1S-SEI?122&&*$ZL\*M['BO>6(2"/&O39T=JC
M!CTG6OLX,VN7-AX"LI)AQ1[5[!6AA+$[YU%:/CM8>Y26Y^QS^SA8*YW>X: @
MF?9B @J<,:.0/0GHCO/H&"7JLP.Z/WO\S GHGL;JM!-3D"C2.R44)15GV.@)
M/O8$:QG##BCCD!W1 \HX<")Z(,&ZN+"52U#27J".HHQ@3+J QA%(2G><$BCW
MD)W2 \H],%+Z.I"4KE1Z82^.CX-I^.:V7W]>FC'4U'O5]]/X'V6_:$P
MN'XG;C;C.;J/,JOE2_E4_54>G[:'9O:M;MMZ/YPV>ZSKMNJZ5WSJ_BO/5?GP
M_F%7/;;]VSY$'&ULC97;CILP$(9?
M!?$ ZQ/'B"!UJ:KVHM)J+]IK)W$"6L#4=L+V[6L;DAKDW>0FV.;_9[X9'+L8
MN7B3-6,J>._:7F[#6JEA X#FU.MS (H"W#S'9J.
M];+A?2#8<1M^09LJ-PHK^-6P43KCP+#O.'\SDQ^';0@- FO97ID(5#\NK&)M
M:P+IQ'_FF/]3&J,[OD;_9JO5]#LJ6<7;W\U!U1H6AL&!'>FY5:]\_,[F$F(3
M<,];:7^#_5DJWETM8=#1]^G9]/8Y3F\R.-O\!CP;\,V HD\-9#:0E0%,9+:N
MKU31LA!\#.1 S<=&&RT7)HB.'.ABI)W:=DVKES*/2 $N)M!"\SQIL-5@GZ)R
M%03>)$ #>"GPB@);/YDRP/A^ +(*0&R :"XC6D+V4QF3)K4:E&8HP!HA50M "*O4"3)IF[ED((O3P+69YA_ !.O,*)'9P/:&(G#899]E%[
M7!W*"8$DNL^3K'B217L2+U#B)L*Z\)QX@18ZF$"(']B!Z0HH70"E7J#4[1"*
M\]C?H*4,D>@!G&R%DRUP,B].YN2)TXBD7NK*E24)2M('/E>^PLD7.+D7)W?^
M-I_M'U?GWS_ .<(&>F(_J3@UO0QV7.G3T!Z$1\X5T]'@D]Z.M;ZD;I.6'949
MIGHLIG-[FB@^7&^AVU58_@-02P,$%     @ K(E82)QXVX=I @  F0<  !D 
M  !X;"]W;W)K&ULC95=;YLP&(7_"N)^Q1^ 3460
MFJ!INYA4]6*[=A,G006B_BM+T*^J"/G.GD;
M^E&MTJ/6I_LL4]LC'YBZ$R<^FC=[(0>FS50>,G62G.V<:>@S!$"9#:P;TZ9V
M:X^RJ<59]]W('V6BSL/ Y+\U[\5EE<+TMO#4'8[:+F1-G4V^73?P475B3"3?
MK]('>-]2JW""WQV_J&"<6/9G(5[LY.=NE0*+P'N^U3:!F<_EE#8P*WHE?M-
MMF>EQ7"SI,G WORS&]WSXM]0<+7%#>AJ0),!EA\:\-6 WPWYAX;\:L@7ALR7
MX@ZB99HUM1271)V8_3K@O9%+&V*2$U.]O-FBF67L-Y#(($PBCV3Y:BBT5-H9S*,
M*/T"-%E DQ":1*%)N$V!*A(_:[*@*:.R=B:#)0%?@*8+:!I"%]$S7-/@4_R&
MRC)^AIN9+(8YKZQ [\%Y.';E3)L]#F?G57ZUX(S0T?N#,?\-'TR6G2\[VV0V+&
MTK<./]'B=&N$4S=N_@-02P,$%     @ K(E82)YXU;;! P  GA   !D   !X
M;"]W;W)K&ULE5A-=VN5"GOBH;^=PFW:FNB_;_1UFI\\,,SRX#W\O]H1\&TN4BO=IMRUHV
M7:F:I)6[A]E?>/Y$T  9$3]*>>ZL^V0@_Z+4K^'AW^W## T<9"4W_>"BT)=7
MN9)5-7C2D?\S3M]C#H;V_<7[WV.ZFOY+TU1>365(7;].U;,;K>7J3(6,6-@!C +$&Q!B0JP'F
M=PVH,:#O!O2N 3,&S#-(I]S'RJV+OE@N6G5.NF,QK"<\U_!V<*(])[IS]@%.&H)>EO"-C>$8BE9K==^#*.^6Q++Q8Q!13.7(4W
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M    " "LB5A(+ FYGA4#   ;#@  &0   'AL+W=O*_UX3%)U'HOFE(]R(-HS3];
MV36E-LUNEZA#)\J-#6KJA""4)TU9M?%\:ON>N_E4'G5=M>*YB]2Q:*EV>]UW)/-I$]Q"+^%6)DW+>HW[P
MKU*^]8T?FUF,^C&(6JQU3U&:Q[M8BKKNF8SRGS/I3;,/=-\O[-]LNF;XKZ42
M2UG_KC9Z;T:+XF@CMN6QUB_R]%V<<\AZPK6LE?V-UD>E97,)B:.F_!B>56N?
MI^&? IW#Q@/(.8!< W#^:0 ]!]!;0/II0'H.2(. 9$C%3L2JU.5\VLE3I YE
M;P_\:.!=3V*8(Y.]LDT[OT/O^YSGQ31Y[XD\S&+ $(O!5T1BV$"U!+D0Q8(Y_XH!]!B #$+
MFJ04,%E9()/Y,FQ4Q@5-*"2;/)#)?9EB5";W9++\O@P+9)@OPT=EF"?#Z'V9
M(I I/!F"1F4*3\8!_5>&!Q[BEB&U#!D#?%R,PFI#7[4AQD&N&$.,Z*$FC &^
M'2:A$H%XT4--&"H 2C14HA [>JA)G@)6 1Q6,4XACO10DXQ OE-8R#B#F!+[
MI9Q"3)6'ILH=7W(&,#9F(07[LB_#&L0%R)=%$80\Y+)*QG4H!,Z:(X@TQ>
MN*L2[BU?>%R'.RS=Q$5K>6QU<,9
M]-I[O>\\D?X('O0OS#UHN+7<:.;30[D3/\MN5[4J>I7:'/#MV7XKI19F?.C!
M.')O;FK71BVVNG]EYKT;[BY#0\O#Y2IVO0_._P%02P,$%     @ K(E82/ W
M&!EP P  A!$  !D   !X;"]W;W)K&ULG5A=DYHP
M%/TK#.]=2,*GH\YT=3KM0V=V]J%]9C4JLT LB>OVWS<$1'(7UTM]$!+./?9Y\G-@9>9?!!'7NDK.U&7F=+#>N_)8\VS
MK0DJ"X_Z?N2565ZYR[F9>ZJ7^(H71<.D,__I2*\YF\#A^87]FUFN+O\EDWPEBM_Y5AUTM;[K
M;/DN.Q7J69R_\VX-84.X$84TW\[F))4H+R&N4V;O[3&OS/'<7DG\+FP\@'8!
M%!O N@#6!Y#HTX"@"PBN 8'9FG8I9B/6F6T-D858MAAH,Z1&>9A]-0>T4*SH('TVP'B*8?S\# XM@
M)IYUBV#W"0) $!B"H",(["*K=ADM)FZ7X?O^&&@]!*7A$'6SEA#4$EJUA/<)
M(D 03=V-&!#$5@71Z&ZTF,A@OJ3LUGY8L#A%;4@"RDFL!X;
M1!%YH(4)LRC8>!X;%"#R0*<3A-77':B5+<']0-#&Q/)Q@O Q@48FDYU,H)5)
MC!%NC!%N/.Q_ 5JXT,TDP0@WF2Q<:'J28H2;3A4NA:V!^@CA A!"N!0:GA*$
M<#O0%.%2Z'AJFSE"4$ ST\E_R!3ZE 8(X5J@6\*EP7]U7 H-34.$<&U0@OBS
MHM#U-$((%X P@H*M@<88X=J@!)$'&IXF]X6[ZD#Q1^%:\DX&\HX"W.\(&P.U
M/9_>IV#0\\R?JF\&[/JJNGF?@\!+8"]ND-P$6,
M5BM(86G>X+FSY/7>/,!+9R-.E6JC^MG^)<$C;9Y;P?R*S-9D9%XO;+9BT<@5
M79J^8MXW>-?4R_DQV_.?6;W/*^F\"*6?I,U#]$X(Q?6*_ >]W0>>;?M!P7>J
M.8WU>=V^)&@'2APO[SSZ%R_+?U!+ P04    " "LB5A(S5ERE\X!  #+!   
M&0   'AL+W=ONC,FUI(3K49R@M6O01:.1-G. [#'>:T[8(B=W,O
MLLC%5;.V@Q>)U)5S*G\_ 1/#,8B"^\1K>VFTG?O17[?93CFPU::)Z\)G::>$M1SA5).$FP =BDB%<4L?,G
M?H4H^CP@604D+B =RUA!=KX,K\F<)LL>R9:H7(KVY'.4=(62+E"2312OV?EZ
M,T(>-UD6JEU*_F-CR0J&+ç@R*SDA2;J)7"Y4:9RN=P;/SEU/+_"#RDO;
M*702VAQA=WIK(328K/#!A#7F9ID&#&IMNYGI2_^S^8$6_?WJF.ZOX@]02P,$
M%     @ K(E82$#]Z88Q @  BP8  !D   !X;"]W;W)K&ULC57;CILP$/T5Q >%6RJVR;CKSP0%PIQ?SOEK1LV(0@
MO"=>FTLM=2*JRFCBG1I*.M&P+N#DO F?P7J?:X0!_&K(()Q]H+T?&'O3P8_3
M)HRU!=*2H]0*6"TWLB-MJX54X3^CYD=)373W=_5OIEOE_H %V;'V=W.2M3(;
MA\&)G/&UE:]L^$[&%E(M>&2M,/_!\2HDHW=*&%#\;M>F,^M@KV1@I/D)<"3 
MB0!77Q+02$ 3 <$O"&T&+7I$10$8 @N2Q0+(02(Q ,CK(YRX[VZW%9 :3^1 [%P&\D+T+@?]A
M-%T836=&5UZCJ6NTB!%(O6Y=&,Q 7"#@M>SB4&Q^CWUG"]_9S'?A+92YA1Z7
MR!&PO=V]R:W-H965T30GHDMVTP N2#'Z;^OA&0L*:K-)8!X;]_N2CQO
MYF?>O?4'QD3TT=1MOX@/0AQG2=)O#JPI^P=^9*U\L^-=4PKYV.V3_MBQ=N.>^ZB_M0T9??WD=7\O(AA?%EXJ?8'H1:2
MY3P9>=NJ86U?\3;JV&X1?X6S)P049$#\JMBYM^XCE?PKYV_JX<=V$0.5 ZO9
M1J@0I;R\LQ6K:Q5)*O\Q0:^:BFC?7Z)_&\J5Z;^6/5OQ^G>U%0>9+8BC+=N5
MIUJ\\/-W9FI(5< -K_OA;[0Y]8(W%TH<->6'OE;M<#WK-SDPM# !&0*:2L"&
M@$<"I#<)Q!#(E4!N$E)#2#U"HFL?.KO*M(#FBE04B#1D0BPP^%@G H(9DN U,PH5>IIY):*A2G01F-
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M*8J@7:\=&*($%U,^#]_EH&MS(*BU,JC,;# EQN$KDEUI33L&X_S)=]M.&G5FC:N#K.L(](34G>^DK.
MMC"P+BN;K65UG]_(W&9K/0XG5^GE_%CNV<^RVU=M'[UR(>>V863;<2Z8+ D\
MR'X&ULE5?;DJ(P
M$/T5B@\8DA N6FC5R(RU^[!54_.P^\QH5&J N"2.LW^_(4$D,6KT04@X??IT
MTMV$[$C;3[8CA'O?==6PF;_C?#\- K;:D;I@3W1/&O%D0]NZX&+8;@.V;TFQ
MED9U%2  XJ NRL:?9W+NK9UG],"KLB%OK<<.=5VT_Q:DHL>9#_W3Q'NYW?%N
M(IAGP6"W+FO2L)(V7DLV,_\93I<(=Q")^%V2(QO=>YWX#TH_N\'/]?7:&X_L3^U*&*^1_%(SDM/I3KOE.J 6^MR:;
MXE#Q=WK\0?H8HHYP12LF_[W5@7%:GTQ\KRZ^U;5LY/6HGJ2@-[,;H-X N1J$
MO4$X&*#HI@'N#?#9 -XTB'J#R-4@[@UBPR!0BR67^J7@Q3QKZ=%C^Z)+0#@5
M\+8C$6%\FAW('U>S7' *09,%7QZ2!<@5")U!J [T8H(D-]#H&A;$5LQQC
M<(0&3"#"L<:$C)B0) A[)1#<9P@-AE R8,F 8*S+;%2\"I,H+RA.4XQMN%<#
MER0CW%5!V!"$1X)$2-#J28%BM;@1$#\;;(G'@H &NZHG,O1$NAZ'38H-AOCA
M34H,AD37$%JST@ Y+'UJN$EUAN@^P\1@F#P<*@1FF8);&:E "PV$)]8D>>E!
M:OO%:V:L9YQ,%[@T=M!]T5Z@OGI7A,-;PD_]Q:!*'.28G0$BAYQ9:*BK'*9Q0RC^^TN[T&)K;M<=V56/8P=\B$W41,'3V9W
M@./*3\+0'E0R:ID.30R:S0&FFA=L#V<,P@ Z^#%;")R,*6+K&SC70! @APU"
M9J-!0.=P$(O,HD?PX9Q$%^]PHU*MS2SO4>&044VO+M-Q'VK
M3NAJP.G^],$Q?/7,_P-02P,$%     @ K(E82$!Y$2H0!   #A4  !D   !X
M;"]W;W)K&ULE5A=DZ(Z%/PKE#]@(0D$L!RKUE'K
M[L.MVMJ'W6=&XTS
MY:(;^UXM%_+:Y.=2?*^\^EH46?5W)7)Y>YF1V7W@Q_EX:MH!?[GPA[K]N1!E
M?9:E5XG#R^PKF6]9TD(ZQ,^SN-7&L=>*?Y/R=WOR;?\R"UH-(A>[IJ7(U->[
M>!5YWC*IF?_3I!]SMH7F\9U]V]VNDO^6U>)5YK_.^^:DU 8S;R\.V35O?LC;
M/T+?0]02[F1>=Y_>[EHWLKB7S+PB^]-_G\ON^]9?20)=YBZ@NH!B"Y@N8$/!
M(,Q=$.J"\*. 3Q9$NB#Z* @G"[@NX*# [YO5M7J=-=ER4Z7R1XS! "AK!C"/O;(-Q66?;=Z#%Q
M/POE<1R&+MP:X)+$C=M,\8T*CX#PR!"NK.(4WF-XAXD2)V:#P&PC4W#$'XOE
M0"RWQ!+$2L> (7YZI1/ D$RM=(]9F9@P)N5W*39>F*8?.N;MT@F]<.HP4&J-<&F-<:E,Q
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MXB>1[8>37!R:]C!6QU6_7=>?-/)RWWT&ULG5?;5;]1:E$0T#_&%L^?L
M2CXK:7Y1]4MSE%(';V51-8OPJ/7I,8J:[5&6HGE0)UF97_:J+H4VC_4A:DZU
M%+LNJ"PB@A"+2I%7X7+>O7NJEW-UUD5>R:H_*UFHRR+$X?CB.3\<
M=?LB6LZC:]PN+V75Y*H*:KE?A%_PXYHF+:1#_,SEI9GVH?ONT6(
MVAQD(;>ZI1#F\BHS610MDU'^/9#^TVP#I_N7)/^1C0R4\6O?*>/)EL4
M!CNY%^="/ZO+-SG4T&6X5473_0^VYT:K<@P)@U*\]=>\ZJZ7_A59],3V(]Z D0=V?"[F>(M'GV<0@F]C.AG_.D "&
MY.X188"!V3FDSA'I0:P'>:3)@0BW169.$3X93(80&/9WM5*@E5I:B7/BLG0Z
MQMC=G?WP-#9V+9V,G-7;*.8SRQ"7V/;V Q[<$"[XMG=%1/H18)\
M*@8HGXH)]".Q_<@\K$9NELS[UTP"_4.H1_M>$?I__9M $Y'88X!7%HI[C0WT
M$)EZ*&:I6\0M!HQ%YD6>S! 8U&^/T3"2U$@(429]\=4'C8%S[X*$&C
M$7MA9.Z-UH#R7K$H]"(%+O/HI!2ZC.+[=Y709=1>T-R?4@91'CM@>K.!M;W(
MD5L)H#QZ)84VI+8-N7LW %!>-4$?4MMBW'W$L%#LIK-$DZ//21SD#U$?\JH)
M-DJ;4U1W@-HKI:6A0@^&ZFB.P]>'0NYU>\O-?=T?$/L'K4[C>?=ZZ%[^!5!+
M P04    " "LB5A(2/O:BXD"  #9"P  &0   'AL+W=O17E>BY?I)[D5G
MO]E*U7)CEVH7Z;T2?..+VB:".)Y%+:^[L"S\M5=5%O)@FKH3KRK0A[;EZM]2
M-/*T"%EXN?!6[RKC+D1E$0UUF[H5G:YE%RBQ783/;+Z$U$F\XG>RVP5P+H"A8)+XQOL@W^8W;GA9*'D*])Z[S6-S*U?.Q#H'MC?ME_[N
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MLI6=LX=%([;&G:;V7/639[\P&PO=V]R:W-H965TZ9:E2F0#S VOOW%PAZ9(LUO@B)WW[[93>[
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MO?JZ&W;Q-;/O2U$9VD6;$"1 4$(R!EC8\BEC4R$
M"*X@5Q82.8+%>55_2/2'0_TP[FMA0,* !$)T3;X%#(,6-Z[> F(Q
M P?M0'!_"P+:@R"P=8PWH1YEHHO9F]W'>>L#V"D_F%O@>9H_E_FOGT
MD.[DS[3:967MO:I&'_"[L_U6J49JA>Q!1W>O;VJ702ZW3?L:Z??*W%W,H%&'
M\U7L&ULG5Q=<]LX$OPK+O^ %0;?2-FN.B7RYAZN:FL?
M[IZ56(E=:UD^28GW_OV1$N5P9@"YZ9/3[OKR?K]__C";[;[>K];+W6^;Y]53=^3;9KM>[KN/V^^SW?-VM;P[G+1^
MG%ECXFR]?'BZO+DZ?/?']N9J\V/_^/"T^F-[L?NQ7B^W_YNO'C?KB
MSX?O]_O^B]G-U>SUO+N']>II][!YNMBNOEU?_H,^?*:<>\P!\N^'UQMOU_\MRM_JX>?S/P]W^ONNNN;RX6WU;_GC<_[EY^;P:!A'Z@%\WC[O#
MOQ=??^SVF_7IE,N+]?+OX]^'I\/?E^.1;(;3ZB?8X02+GN"&$]SK">3/GN"'
M$SQZ0AA."*\G)'?VA#B<$%]/L'3VA#2;G8/2_[%*.073:YVN%Q+&L2A;>['$67X_A7"D" ) *D
MR8F2183,NA"KQ."8]'8C13126(#\=@ R4@K,Y)&2DA,"QBI !6A'LI?L.!/)
M(GV5_"4W?;R2=>1Y/Z@VX#E#^5(%+60H0--(\I,"C^'JW0E(=T0H#W1'Y(D;'T=EHQ3+,S]'9:#9AC6H4<"])C
M-=D0<@6DII5R9:?+E95R9<<:DYRI7Q4A1$ ML5*(K% /0..M5 \;IP]8\MDF
M9,")==8A#4G6V\QC ,IA)>MMF3XGE51U!E".A4 YH-8XR4)'@"@L) I@CY/L
M<8P]9E2*QHQGJ! :W;&3<]NI>3\R\1]/Z:.SJ0J['6!'<8G!.$"=G22UXWR5
M$^[3Y?'L\H3ZY1&A@*+O)/4=I[X+]0LT7@ @S4AU<)$W@R265 (G3S7(VJ^RH+$=))R% S"N,#EJ+[_*$)YH-X&
M*4>!3VD\4'F"%)$P??LQ2.8'AS!.H)!5<9#Z$#S".(E"KHO:8 Q(Y6&H%N."
MD!J@$ 8I->'E)$P?3D3)?4CLIR9,U0Q];FM"!60[DCJ1V3-,V>H9G=X*&0J$J6*1#%_
M:'2'HX*M]\>R A6 NP-1*E(<:TVC0,T9J)CZS"ARU0I N8Q2M:(_0]Y39_RY
MGVI@>!S?-XD=Q4V5X0,L5F#M3DL!C %@^)RAFAG&0R'W/J*Z>\)OG]3W\SDH
M ;H?I;!%OD]3E=#% !HD%&A%BEKD$ZAJ<5DPD#<(+Z7R1;X&:UTV@0(JR3_)0K(_RP9G7GIC8,M8?>%'/NX@QL&4!#6?(N4'U-.N#B@ L!,IY(12I\)=.8LA8"?E41
M*@&3KR)UJXC]V?JJL-M 1(AL%2E;A0M2 @2I2$$J
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MFA'55V91LN_PD2N/)UF"%Z11S^I&ROY*9OL9!RM9*#-EDD
MK"#U7ME?R4'[+ J&:(CRR9*PP#:V6B2L_HCHX@0[[;84I.XK1RTY8+]ESE&%
MZC>1.*J;!$&/DRE9\\CZR[/U5PH-0\()%RNX,WU2LN:Q]1>'6>3..2EW+0E/
M;.L10@ZS!M$8Y9TE;IZUR".QI-RS] [[+"G_+&$&6@&S!B&CLM 2YJ$5,&N0
MQ9YRT1*WT39+->2C%<&L0<1:.6F)N62;-,OC&MRR_9Q@41\$X1'!5Y99DI[9QE4.;GK>*]A_%C]Z[W#]03_PSN3)^4%H4(93Z'64+*BS+0
M$O?&8@\)*W,LA>G>%%+^6 IC+C=W],/8:=][.:#+K)RT%+E#I=%:9%,&I"$E
M"]S9:@F*HF0A3G?(DS*D$N)(_$Z (%=]!*&6[).:H]+&ZUO\D4<@$0ODNB1LO+?)F
M$E+.2WJ']9*4]Y*8K;+Q:W_B*"S)E?F2N+'2$G3Q%%72.R;,RC5)S!'9'G:8
MG.2_C)-/IZ;Z;]XX2;]*@M]0:&SC)<$?Z*T5BC^).Q1:;67>%C+M4YY*2L#M
MR#E'=6TA^:9@"/EV21NQZQOLLXYJFL+T0UER"3NM:QO
M;/;!_6QOI>YUL^>L_TQ
M6S_F^F.N?LSWQWS]6.B/A?JQ_KKD^G7)_77)]>N2^^MR?,_D[-=O=G/UO/R^
M^M=R^_WA:7?Q9;/?;];7_9L'OVTV^U67#.:WCD_WJ^7=ZX?'U;=]_]^^T&Z/
M+X<\?MAOGJ^'EUV^OG'SYO]02P,$%     @ K(E82%4XW_<[ P  6 X  !D 
M  !X;"]W;W)K&ULG9??;YLP$(#_%<3[BN^P#51)
MI#71M#U,JOJP/=/$25 !9T":[K^?,32U74OU^A)^Y.X^GP6?\>(BNZ?^*,00
MO31UVR_CXS"<;I.DWQY%4_8W\B1:]<]>=DTYJ,OND/2G3I0[G=34"1+"DZ:L
MVGBUT/?NN]5"GH>Z:L5]%_7GIBF[OW>BEI=E#/'KC8?J.(_&P3]*^31>_-@M8S*.0=1B.XPE2G5X
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M""GDH:^=*Q.P;4+]-H'\LSQ7*6 [A?J= J94*%#MKP #,,[3$^*0_E0?QL^P.5=M'
MCW)0NP.],=A+.0A5D=RHJ3VJ;=[UHA;[83S-U'DW;7RFBT&>7O=QU\WDZA]0
M2P,$%     @ K(E82&*1"'&U @  ]PL  !D   !X;"]W;W)K&ULE5;1!;5U25$4$HC2I>U.%BYN8>F\5,GG19U.*Q"=2IJGCS
M[T&4\CP/<=A//!7[@[83T6(67>JV125J5<@Z:,1N'G[#]VN26(A#_"[$60WN
M [OX9RE?[.#G=AXBNP91BHVV%-Q<7L52E*5E,LI_.])W35LXO._9OSN[9OG/
M7(FE+/\46WTPJT5AL!4[?BKUDSS_$)T':@DWLE3N.]BS1IX#
M=>3V?<+W!MY8$L,2#O[NL"$)K/HU3*-0 \MB/0@.@5:#D%D"K$:
M(F(T!5D/(>Q=)S).)NT08(>X^KA?:7J=(08,L6-(>@8VZ74$0CFY+I, F60L
MDTW*C$ HS:_+4"!#QS+YI,P0E*0>>Y8"E72DDDX^VN40E&;Q=14&5-A8!4^J
ML%N]9$ E&ZM,OLE+ /(PDP.9?,P W,BV(.5#.D/E,P59#V"1B/41@S(9$
MGZX8(]@JT'!OJ4OD%*!\E&&,,I0:8="R.^MAD'$((D>
MCYG 9!!TLVD"HT&PA^F'#M4FF<2>ILF'OTF0(8]X$!@/$M]N&N:#)#YML$-]
MT>!6(PC)*?ND5ZY'0)K3C_L7#0Y01[X7OWBS+VH5/$MMSF+N&+:34@O#ANZ,
MKX,YA5\&I=AI>\NLX?9&PO=V]R:W-H965TEV&.MC#8+I.]E!:T\JJ00S-E0GK#L%K/0DP3$E9(T%
M:]HHSWSN5>69/!O>M/"JD#X+P=2_!^"RWT=Q-";>FE-M7 +G&9YX92.@U8UL
MD8)J']W'NR)U" _XTT"OK_;(>3](^>Z"EW(?$69/],PPMK)S@47+MG^AX
MUD:*D1(AP3[#VK1^[\L7#D1JXQL,]J'_G6%["6/Z89D^.*49J"' *(>1)<0Q34B^1+!UL&B
M#7IC@WI^$BK0S<\"R8U X@72L8]X[K(-?030)E2)UX0D*2%D"5K,H4E"XQGT
M6U_IC:]T[HLN^DIGQ5;I+WO5OO$U@Y+M=KU:\(6O9J!C)_C-U*EI-3I(8\?)
M3U(EI0$K2.Y6$:KM+9\"#I5QVXW=JS#X(3"R&Z_Q]"_)_P-02P,$%     @ 
MK(E82)[>FDN5 @  @@L  !D   !X;"]W;W)K&UL
ME5;;;J,P$/T5Q <4>R!@*H+4=+7:?5BIZL/NLYLX"2K@K.TTW;]?8Q(:3RO%
MO. +9\[,P3YHJI-4KWHOA(G>N[;7RWAOS.$^2?1Z+SJN[^1!]/;-5JJ.&[M4
MNT0?E. ;%]2U"1"2)QUO^KBNW-Z3JBMY-&W3BR<5Z6/7!1M.S#9S'_/I!\YA\#K^87]NY-KRW_A6CS*]D^S,7M;
M+8FCC=CR8VN>Y>F'.&M8#(1KV6KWC-9';61W"8FCCK^/8].[\32^8>0<]G4 
MG -@"H"Q\#&1*_,;-[RNE#Q%^L"'PZ/W%JX&$LLP-( #VX*6
MLQ4#]@60$,4>*EL$_&L FP=\\[" _S-@7P#,%XQ] 6F08!_%0C)A]X#O'I8'
M<&!CP&*^8FP,R(,47Z-8&G ? ;L'?/>PD&N"?0%LOF#L"RB#!)>>8)PHN>J1
M.J%VKA74T5H>>S,V0]/NU&X^@.NQ/N!U=> [\8NK7=/KZ$4:VZFY)FTKI1&V
M"G)G#WAO&^)IT8JM&::%G:NQ11P71AXN'>_4=M?_ 5!+ P04    " "LB5A(
M@PQRD*<"   4"P  &0   'AL+W=ON7UAS@R)IW/LJC$PCU*>9I[GM@>64G%"S^Q2CW9\[JD4DWK@R=.-:,[
M0RH+CR T\TJ:5VZ6FK6W.DOY619YQ=YJ1YS+DM9_EZS@UX6+W=O">WXX2KW@
M9:G7\G9YR2J1\\JIV7[AON+YFAB(0?S*V55TQHX.?L/YAY[\V"U6IB=WQ3_V:VJ\+?4,%6O/B=[^1118M<9\?V]%S(
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M(:^$L^%2=3:FJ=ES+IF*#KVH+#VJ%K6=%&PO]3!2X]HV;78B^>G6@[:-/V@$  ,0$   9    >&PO=V]R:W-H965TZ:EU0,A186D
MK/3ORX9I:+7K&GA52+5R"
M,+@DWIJJUC:!LQ1/O*+AT*I&M$A"N0N>P^TQL0@'^-7 H&9[9+V?A'BWP8]B
M%Q!K 1CDVBI0LYSA (Q9(5/X8]2\EK3$^?ZB_N*Z->Y/5,%!L-]-H6MCE@2H
M@)+V3+^)X3N,+:RL8"Z8??FU:MP[^RS$I*1D"P(V+?B#N)(-SP?[#C YBWC6=_
M-@=9N:E1*!=]J_UA3=EI,)\C>UD6^;T96#]?5YDL[6@%/ZFLFE:AD]#F*KI;
M6 JAP?@C3ZL U>9)F0(&I;;;C=E+/V4^T**[O!G3PY7]!5!+ P04    " "L
MB5A(FW4;,EP#  !M#P  &0   'AL+W=O U
MV^X:7N!-QUZO6V<%*>N,EDY%-A/W&HZ6"'"D)7YFY%A+]PX/_T;I.W]X7$]<
MP#.0G*P:;I&RRP>9DSSG3JSFWYWIN4XNE.]/[G=MZH<5)XCI%^D=AD9@'J
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M& !@XIYD[@<.@@'N6>&0K_@-)P^TY(&4/(E-%QII%K*8(C>,?2^TU]LA"$.$PL90]^*@#NUY+M+R)FC"5-OV%%<[*WHH&]&*OK0_*5XC_NVKE<_@Z!$:RA=P]"S.@6?[Z7B?;LDR
MK;9963MOM&'?W.WG]H;2AK#4X(K-TAT[^_8/.=DT_#9B]Y4X#8J'ANY/A]O^
MA#W]!U!+ P04    " "LB5A(1SX$L <"  !T!@  &0   'AL+W=O*YR\8&L:#8NO03^$"=8%$GF-0)T6H5"XGZ,%$:K\(.
MP<0,\D,8QO?=A LWX3QU>3K+P
MDLS[D=Y72!<*Z9?[@>#RPX,S%]YJVEV/&N(&G^*"R>?>X@OYB?FE:H1S9%*=
M'.;0.#,FB1*#3^I%*-4O8%Q0B74C6#F?\^*/)_P)02P,$%   
M  @ K(E82(&=$X=,!0  %B   !D   !X;"]W;W)K&ULG9K)Z-=$4$<8[3+MOOYE,?KN9B?OOB^?=TTW1?1F;-MMX/EOG+]E;T7POCX^Y'4.?X7-9
MU/WOV?-;W92[D\E\MLM^#Z_;??]Z'/Z2Q-8L; #6 ,X&H#\TD-9 _C$0'QHH
M:Z"X!MH::&Y*: V0&\%8 \,U2*Q!0@RB83GZQ;S-FFRYJ,KCK#YDW24NKEIY
MU3EI/<_:%:S[C_TU,GS[OA02Q")Z[SQYHM4@@I,(0J(;(I(AT2T1J9#HSA4I
M'4SIWM5(3$.:!]]/,.M'DI ^BZ)V\H(S"&0&H?<@!P^0QI][D,2#[#VHW@/2
M\>Z'.1DT9HBB==S_A)3WKI*1C"+)*"<983"8S*#!7F.2&,Q8+JX033N](\('
MY22=H(Z5*QS-79/722
M5UH&Z>4"1B3/C@"I,TP925NR&Y&W_BS><>$N(AF4Q12CRDWOQA
ML+*D?I[)YU%$3 MF[/M(@PME5?::B#F!+BJS\ +)X/K=694M#,KX=6$\&JUB
M OQHP:I[1U7 B$2KG9"^C_"5+MPR!BERQT7+F5!^-!6.YA8JB%-N-%J A%>!
M(-7A:&[!L*6<$XU6#('^V$:BH5N$@1N,(BY\QB4R?%#(Q73*!<5+DJSJQ0?B&=OE^F6,J8,5[IM6!.KY<42.FW8"48/BAH\G^<#RX.
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MX,VBE2\2C TS4G*03V<,.-1K%%_Q:R8K0UQA6Y[%+'F]D=# 3=^?]2,DYNA\!HQ>1T-
M9=( AQ7C0MWNZ]E3V33EKG\D^E*63=[ZB[^T_C9YMCY_*/*7IGO;!:J&Q];#AZ8\
MG)["G_\58/D?4$L#!!0    ( *R)6$@ ;;_:" (  !L&   9    >&PO=V]R
M:W-H965T3.JY1JM[XO
MRPH8D2O>0J/?G+A@1.E0G'W9"B!'F\2HCX,@]1FI&Z_([=JK*')^4;1NX%4@
M>6&,B#][H+S;>:%W6WBKSY4R"WZ1^T/>L6;0R)HW2,!IYSV%VWUH(1;QJX9.
MCN;(F#]P_FZ"'\>=%Q@/0*%4AH+HX0K/0*EATLH?/>F7IDDJ-=]^AKR$QA"6GTCY1>9&*LUN*AQCY=&/=V+%S
M;[*X3[N?@/L$/"3@C37NA*S-%Z)(D0O>(=D2]JY.-:L%!F#Z66<]DUE.9!1NRF3%L_OO4[+Y,ON]@P;GU(%=L&"[1
M^><>A4L.KT=E/2J8*_FCR\M G&V/DJCDET:Y6SJL#GWP"=O+_P4O\I:YPX5Z!M!"O]H5:Z4P\!A9,RTTS/A>M=+E"\O;7BX7]0_ 50
M2P,$%     @ K(E82/$0_1+J 0  HP4  !D   !X;"]W;W)K&ULE91=CYP@%(;_BO$'+(C?$\>DL\VFO6BRV8OVFAEQ- OB C-N
M_WWY&*T:$]L;X>![WN<0X!0#%^^R(41YGXQV\N@W2O4' .2E(0S+)]Z33O^I
MN6!8Z5!<@>P%P95-8A0@"!/ <-OY96'77D59\)NB;4=>A2=OC&'Q^T0H'XY^
MX(\+;^VU468!E 68\JJ6D4ZVO/,$J8_^E^!PRHW""GZV9)"SN6=J/W/^;H+O
MU=&'I@1"R449!ZR'.WDFE!HC#?YX>/Y%FL3Y?'1_L;O5U9^Q),^<_FHKU>AB
MH>]5I,8WJM[X\(T\MA ;PPNGTGZ]RTTJSL84WV/XTXUM9\?!_ DEJ9::KGPC41%RC>CRUQ
MZLOE'U!+ P04    " "LB5A(!1'IJUH"   6"   &0   'AL+W=OW+_;RK9,Z__5$=5ZFQ!&!S9B5YJ]O2'D%K8<@&X!: Q +G$'LFE^HXH6N>!](#MJ/AY\U')A3+1SH'.3=FJK
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MM_A"_T8"  "Y!P  &0   'AL+W=OR\\2]E9ED5-7[@GSE5%^+\-+5F[]I%_W7@M3KG4&R!+
M01]W*"I:BX+5'J?'M?^(5EN$-<0@?A>T%8.YI\WO&'O3BY^'M0^U!UK2O=04
M1 T7NJ5EJ9F4\M^.]$-3!P[G5_8GDZZROR.";EGYISC(7+F%OG>@1W(NY2MK
MGVF70Z@)]ZP4YM_;GX5DU37$]RKR;L>B-F-KGR2P"YL.P%T [@-P?#,@Z *"
M40"PSDQ>/X@D6RH989:F7';WDJ$@BE-PT4P.:&-!
MV(*F$%L'$41)#P+*PZ01[!K9X %#")-)E3G,K$@PRC8P!,'5YO(^PV+$L# ,
MBXXAAJ[/VN9B0<@:Q1#A^SKA2"=T=="DC@7%%A1"^YM";F\C9UU%(U>1ZPI/
M:EE09$#!)H6^FE,RDDIG;R%E7
MRY&KI>OJ"R5$C3]8!<']%D=3J4/?(PG"_.3>"\*SQVA5U7\;0K
M/#B*\+,2&-R4%>4GTT&$MV?G6MHKL=_MN]2C:5+@ YZE#3G17X2?BEIX.R;5
M?6VNZB-CDBH;\$%]>[GJH_VBI$>II[&:<]M9[$*RYMHH^VZ=_0=02P,$%   
M  @ K(E82'.#N?KU P  Y14  !D   !X;"]W;W)K&ULG5C;:7OZZ!Y+LNL_GNE
M"W.X7-#%\<:/_&G7]C?"]2H\Q6WR4E=-;JJ@UMO+Q1=Z<2=)#QD0/W-]:";G
M04_^P9C?_<6WS>6"]!QTH1_;/D76'5YTJHNBS]15_F.3OM7L Z?GQ^RW@]R.
M_D/6Z-04O_)-N^O8DD6PT=OLN6A_F,-7;37(/N&C*9KA-WA\;EI3'D,609F]
MCL>\&HZ'\9^8V#!_ +,![!3 Q8C@=9^DRQQT$](,E\.4CW=?
MUI2K>!6^])DT6%@=-B0@1\S\,\S<)"!#QG$,8/PCMT4) 2BB@!5A%M%>JL 4.2=
M(0!2GW.1@(N<9) 4+)9J7% C)AZKJ"6GGY>)0)G()1K[ZJ31I Y?DL@'NIZ"
MZ%(AN"C 1;E<$B^7$:0&$/$2^11QXT>\RS,&/&.'9^*MD<:3&H)W.Y>?K -[
M!W03S^.; +Z)LY2D=RF-F&C Q(2\PR3%P:ZG,#D%O-?_E06->A!]A<(&2)E3Q=LS4@>$ZE\4MDDZ;8&2>3>&%( 0
M1J6P45+AI$!L"13V-RIG;PH4-B\:(5:V!44GBZ&6(^Q-5#F*,6QAVZ#Q?,70
MRA3C99K\AV(&#WA@+@_FTWQK459SA!4-#<38,M!"S-W?$T2[9M!#
M;+Z'&/002Q!CF[*IB9A"CBV'+N+ 11$B!W01G^\B#EW$,2Y*N>,B+I&BSY[6
M@8L0C[\"@!)$#VH.K^8*A/7B,FN7X
M?]H&AS[BCH\$)H> ]A!DMF@![2$H1K2@9YLBAC#TD6"N:,2N** ]!)\O^NQ5
M56"6MH/"D84>$M(5C'C6$] >(IHO&-I#*-0LJ^G2QDXRM)&(7J.Z_'KY#C16OVQX^JIR^[ZW]02P,$%     @ K(E82$1(Q#I^
M!0  S1X  !D   !X;"]W;W)K&ULG5G;9A]=H(3J,&8M9TP^_9/55N<]WMN6EK(JLL8_5:U3O
MJSQ;=4;%-A*,F:C(-KOQ;-J]^U[-IN5;L]WL\N_5J'XKBJSZ;YYOR\/UF(^/
M+WYL7M=-^R*:3:.3W6I3Y+MZ4^Y&5?YR/?Z+3QZ-:B$=XN[U';^:>R
M_-4^/*RNQZSM0[[-GYO616;_O>>+?+MM/=G(_SJG'S%;0__WT?MMEZ[M_E-6
MYXMR^\]FU:QM;]EXM,I?LK=M\Z,\W.#,1E ^4,%-5 .P-],E#\HH%Q!N;#X"(^
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M2T_CX[A,?&9P*5%=N?4]J11=U'>^)QF;F*/*SP..@(NBE8AB!O>W$A$!0 
M3E" N0.ECKA:LRM-B@;)Q-,@+8H/  LUM>D9)6.>2E2,*^4Z1(0+J)=,#F&?)-,L)61?R]&-]&NG2T&<%-";DH*-P.0(M4F";DI0VX*2I&4
MD)MR #0 (BE(),4(*8>@F#)!"I)(<0)C
M%\IGD8DU2NL )#5E!A3DF0(\PT\9#M5'TJ3#C()D5)*@'LH_PVN.GZ[N A1G
MDG(&5V6SCP\!3#-#RA[J
MA I/Z>*3>3=>]J0X4$I46.8%^IEM"5&4$XV"8J*"W;*B:(F"6J(&:(F&6J+9
MURM][D#]MIW;PZ#F5X:R&]%04710EA7ZL6\9@DC'$0VU0H=:(2C[90UE0 ^H
MR1IR5PG8N>!\J2E*:B"U3$ MC0<"((IN&4@J$_!%X\,-0)059B"I
M3' &U>C&8PY E'DUD'@FJ+\:_5 X!R!*H3>0G";@G48_(\Y#D(&+(?(NNVN&^O1<_FV:]PWO-/K_DYSR2>WW:T9>'_')_?8^P<^^8:]M^M_\J@3I,4N
M8-N28BV&31X-0UO:JU8LCIU3VR+0%FE;)-JBCA>WT<>HS*;[[#7_.ZM>-[MZ
M]%0V35ETUV8O9=GD=K#9E56Q=9ZM3@_;_*5I?\;V=]7?MO8/3;D_7AZ?;K!G
M_P-02P,$%     @ K(E82" !9GT) @  MP4  !D   !X;"]W;W)K&ULC53;CILP$/T5BP]8@R&01 1IDZAJ'RJM]J%]=I))0&MC
M:CMA^_?UA1! :-,7[!G..7,\LB=OA?Q0)8!&GYS5:A.46C=KC-6Q!$[5BVB@
M-G_.0G*J32@O6#42Z,F1.,,D#%/,:54'1>YR;[+(Q56SJH8WB=256>\'(3YL
M\..T"4)K 1@$^$%(OB0D'2&9$+ _BFO$GFI:Y%*T2#74WHYH;>#2BAAE9$ZO
M7.CZZ[.W(DK(,L%"/P$9^M@89U]B2 9W,%=@-$7$X!]D/(=GB
MN8EX
M#Q[<;P[RX@:%0D=QK;6_'WVVGT6OQ+Z/27YK9I0?*0^9(F_H!7Y2>:EJA0Y"
MF]?G'MY9" W&7_AB^E6:*=H'#,[:;C.SEWZP^$"+YCXF^UE=_ -02P,$%   
M  @ K(E82 _3PH+U @  D@P  !D   !X;"]W;W)K&ULE9?;$!A' (Q%%GJJVMIYE.+_:^IAJ5*1 WB;7[[7<.B(2)
M;?:-0/S6RD_6CX;1A=0?](@Q<[[*HJ)C]\C8:>AY='O$948'Y(0K_LV>U&7&
M^&5]\.BIQME.BLK""WP?>F665^YD),=>Z\F(G%F15_BU=NBY++/Z[Q07Y#)V
M@7L=>,L/1R8&O,G(:W6[O,05S4GEU'@_=A_ <(,$(8%?.;[0SKDC:G\GY$-<
M+'9CUQ;>\^O>,XADI?N<[
M=N3%^JZSP_OL7+ WV9,E)>):Y39E_JF%?R>%'?I'XC
M,PN"1A"T@G8>LR!L!.%-$'TKB!I!9"N(&T%L*X"- -H*DD:0V K21I#:"E C
M0+8"D;E*SK])X/>2-FQ@/A:1M(BN#=EKMDJMB(*@
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M$[DIV1/",*_;'_"G[:WVS.J"D=/U#:!]#9G\ U!+ P04
M    " "LB5A($58*=>T"  #G"P  &0   'AL+W=O-MVP]H^:5L- 3O13ORR
M9WU;V&FG5>3_=K_RMX* $>D8GX5=/+H-U[
MH_D7QE['AQ^[M1^-'FA#MWQ,48G+&\UITXR9A/(?E?1#:V[
MZ7J1OY!(A;D#8A40WP( NAL 50!<&H!4 %H:@%4 M@)"6?O4N:+BU6;5LXLW
MG*IQ/X$'@?=C$I'9$^T:IL=I0>3;MPU $*_"MS&3 3U**+Y"B0O*=2AV$85.
MP,B%E#J2?I@)127.LG<2RDYAV,N=:)8900A8M5FHII882GXBS "SR#R)ZBD>D:.ETK*I-4&D!G&PL#BT$0+YB#X+^Y#DQ'SMIS14DI
MA /DG'>%@4$21$ZL-+"8!!@N,&Y/%@=I]I2ZL9%1=HG?WW"V@=9!\?&/_KKZ9"9WM,=H#WF'U;\.-A#-%(IF!W S74WU86IEE_1+N[BS>[ A[*S[ PX.
M]-**X:J95J<>Y!FI>]18+U1OHN_7#YH\Z_"9_,+L7+4<[*F0M[2^H$^4"B*S
M\YZDBTK9/4V3FIR$&L9RS(9^8I@(VMW:HZE'R_\#4$L#!!0    ( *R)6$@2
M]/FI8 0  &T4   9    >&PO=V]R:W-H965T [-!*XR@7&Z2O
M6U^WU ^TN%3US^:@5.O]+O*R>9@=VO8T#X+FY:"*K/&KDRKUS&M5%UFK7^M]
MT)QJE>UZH2(/:!B*H,B.Y6RYZ,>^U75YF)'9
M=>#[<7]HNX%@N0ANK5X?9G^3^98F':1'_#BJ2S-Z]CKRSU7U
MLWOY9__A_UCV
M_Y=A)@Z-&"Y C0!U%6!&@-T$6'17(#("T4W@/IX;/'==0!@!<1,@]*Z - +2
M=878",3O3NHW=]B,?BL?LS9;+NKJXC6GK#O@9*[1=:=#*_;T_C7]:W]"AM&W
M)8D$601OG28 6@T@:D"AP$ I! F*@=86B&&@C06*;J! &X1:12VK:*^!#1I8
MS#[7P"P-K-<073EP2+0<3!Y H@>Q2"21P&#K,8QPQD6(P38 QB)&X\]I1Q;M
M"-)&^:31:*&(,":Q77@DAB9%1^1^2N.PA#=L13 * \)HZB; ([$C$[X .*B9!P@DP8*
MRT !#8Q1Y@*LE#!\>R'*WEQ#&H)&(3#)6%J,)62,+I-*$!V"4G1+UM(I)#=R
M.B0G:<<6[1C0EO@1&4!Q#Z+$#U'CU@#%??04;<8@1OQ13IJDG%B4$T@9W?5T
M "4#2/H<#<3'Q"$]C#71T \C-#LD#MD!:&)^@N:9;?+5Y$!"NQR&T$/H3J0&
ME5QW-4))KR&,^G:B-;9!6.*[!#WY4,<)),YPX@3NR$3<0YCP&1Y$=V#3Q.U2
M32@DCKHR-:CA\)-D@M$:P";#;0-AXWB;YFTW" 1V"!+M$-9D7-3QL 80AUZ'
MV#6?P*)/\,1(0-6G$R5M V"")FA=JQ23E0,;$.!+FXP Y.*H *]$MO98%0T!BK0;Z:5!7+X@*-VB%/0Q'"TT5E!T(?F-1C= 12JWO?708WW
M4IW+UC0]M^'ASBDE\\?^AL@:7Y/Y$S:^(?,M-JY/_GRK3__'&7UV]4R$SG ]
MP]$9H6<$.B/UC$1G8CT3HS/)]6(M>/?*J
M:I5V=NCK8#BH;'=[R=5KVSU*_5P/MV'#2UN=KI=[MQO&Y?]02P,$%     @ 
MK(E82,YH ^;Y P  HA$  !D   !X;"]W;W)K&UL
MC5C;+?H[I4QGG0
MBG\KBE_MQ6K[,(I:#2I5F[H-D32'=S57:=I&:C+_UD$_\.U[Z?T2D:3 !:P(>"$,>F$ T@7P0XB\)L2;$O@2J"=27P#2!^1*X)G!?
M@M $X4N0FB!]"6W-^\I%'Q3V-64H-O+. ]"H(\X@0.Q'B+D+(>Y
M0S&.*(9P+R:.("(1A'JUH@G)A(]LZLBFINR8"RC3C!J98@9JGIN8.RQ R8\F
MB' "89ZL9#("C>PQ[&HVZ/:+">+PS%Y-#$92>CC(' >9[: $'61&'L(E!2TT
M08A2M]>UAR;J+B8"=M%*B$"#%LQP&B&X%Y^95=<8M'%I@1B%\ZU,5+-A D.M
M;1,P96!M+1,(BT#MK\QN$^I37NZ4EUOE%7 _!XX7-UO*
MQ-UN*3M:>G8SP@V/IH"BX1%>?
M,H(=O/[DQ8VN(EY==3MG7^K0>$?*5+GO7OVK8%.<\[K?X0ZCP^>%;[A]QW+&
M9^A^A8#Q=?LYHGLG^P@_G9R2O?HG*??'O K>BKIYM^M>ZW9%4:M&=^/A*#BH
M9#M\.2_[3PC]15V&PO=V]R:W-H965TVQ$
MOM6BJHP(0BRJ\J(.%W,]]JU9S.6I*XM:?&N"]E15>?-[*4IYO@UQ>!GX7NP/
M73\0+>;1I-L6E:C;0M9!(W:WX1=\\XI)CVCBWT*<6^,ZZ,V_2?FCOUEM;T/4
M>Q"EV'1]B%Q]O8L[499]))7YYQCT(V;4=K*Z2,*@RG\-WT6MO\_#+RD:9;" 
MC (R":8\L" >!?&'(/FC(!D%B:^ C@+J*V"C@/D*^"C@OH)T%*2^@FP49+Z"
MON=#Y]"'A/U9,C4;>V>YM!L31Q(-$TM/R_N\RQ?S1IZ#]ICW+RN^Z?FFCZ."
M!VHRMOI63_=A]'V!DS2>1^]]* M:#A#14)R!S-ID\$1$R@-LA-A&EL30$RC#
MG4DPPB#FWF02B'BPHW"(>329&$'(DQTFA9AGF\D@9F4Q<*[U7TOS\G?#KR;"
MJ4>#8F>FQ#I /+B(F4>$Q(F0Z C)9:XY_:F'AQT@KJ%_,*&<$HA[,3F24L8A
MZM6*QCDR.G7=-W5\4]LWA3(MJ9DIYAE(W5D4IM1MUH#=FU@2NV_E #W8&3%8
MSD<[(8:+^612)$DAYMED&(73K:QTZA\?#+4>*':I J$,;+&)Q0R!UE_M6"BA
MF4>'F=-A9G<8M+-F5J8$7WFZ%Y.+"689Z-N*EO(DY1Z^N>.;V[[A=X ;F3AB
M7J] ZB1*[41P6U-KKETOD,E=+Y =C:5>C&ULC57;CILP$/T5Q >LP1 <(H*T252U#Y56^] ^.\0):&U,;2=L_[Z^
M$ +(VO0EMH=SSIR9F*'HN?B0-2$J^&2TE=NP5JK; ""KFC L7WA'6OWDS 7#
M2A_%!4&J$=.(_@^8CI2%.]W?U;[9:[?Z()=ES^KLYJ5J;C<+@
M1,[X2M4[[[^3H825$:PXE?8WJ*Y2<7:GA '#GVYM6KOV[LDZ&FA^ AP(<"3$
MV9>$9" D#T+Z)2$=".F" %PIMA$'K'!9"-X'LL/F=L0;#1=&1"L'NGIIC[:_
M+GHKXW2=%^!FE&:@G0-!!QH10,M[<\!YCAVI F06MUXM/*_FGKUN=JM)GCC*$[_G&2J&"'H]SU P@LESS]G"8[6RSL,)B\N(^)B)Z ,*GYME;OX
M8W0$+^8G%I6EE<.1*CQ4[4&ULE57+CILP%/T5BP\(
M&$P($4&:I*K:1:71+-JU0YR !F-J.V'Z]_4C,)C2";.)'YS'O;ZY=M8Q_BI*
M0B1XHW4C=EXI9;OU?5&4A&*Q8BUIU)077[2>9^PJZZHASQR(*Z68_]F3FG4[#WK]QDMU*:7>\//,'WBGBI)&5*P!
MG)QWWA/<'B#2$(/X69%.C.9 !W]D[%4OOI]V7J!C(#4II); :KB1 ZEKK:2<
M?]]%WSTU<3SOU;^:=%7X1RS(@=6_JI,L5;2!!T[DC*^U?&'=-W+/(=:"!:N%
M^07%54A&>XH'*'ZS8]68L;-?DN1.FR>$=T(X$*+X0T)T)T0#P1Z=;R,S>7W!
M$N<99QT0+=;5AEL%YUI$*0.5C#!+VZPG-FO7)IVMZA@4;S:S57$QZ>-(DDDDR3B2.%A0
MV,U$8?/IPJ83A=2- >CHJ;/38PU3'::3 =0GG.VF,0LF"9. _'0O'-?E/
M;1T0"A?\A6 X]0G=A)8>[$D[;$J(EY8,?-:8_NA,IX1?S5@A0L&LC
M[>4W[ [OT5-H[M1W>)ZU^$)^8'ZI&@&.3*J;V5S*9\8D43$$*]6XI7HQAT5-
MSE)/$S7G]@VQ"\G:_DD3J_JB<"  !!!@  
M&0   'AL+W=O]<&C"$1
M0=HDJMI#I=4>VK,3G(#68&H[8?OOZP]" *%D+[%G>._-&V,F6._
M!NL]-@@+^%W13H[VGO%^X/S#!#^+C0^-!P4]D0M3[[S[0?L68B-XY$S:7^]XD8K7
M-XKOU>33K55CU\X]26%/6R:$/2$<" %^2(AZ0G0GH(<$U!/0C !<*_8@]D21
M/!.\\V1+S.T(UAHNC(A6]G3WTH;V?%WVF@MO&HU+<8)S *
M%[U/<$D*T]5JT?H$%R8)Q%^X/'CF'$^=)XO.\?B08!S@%*%%Z_B+[V>/'[T?
M9QZ,OK2:BK,=6=([\DNCW$T=LL-4? W-ESK+;_6T=,/M+I-G+3G37T2+M;6 /_QKY?U!+ P04
M    " "LB5A(,J<6[@8"   I!@  &0   'AL+W=OX9PS9Y ]Y"T7;[($4.B=T5INO%*I9HVQ/); B'SB#=3ZS9D+1I0.
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M$C_+\N)_F:NQ&X*B=!:S'V+B)%QV$DVZ
MC:Q U#D)_&6%>*(06X7XKA",?=:N80=*72_+-9))C61HMD^'6AE0?X<8K>(V,\C/O2937QF8Y_QK,]LT><\PKG @QO%0%SL:)+H
MR*^UQS_;3[SDT-W*2W^JIZ&[J0Z;(&W*!'T1+-?3#W?X?B+U!+ P04    " "LB5A(1]\^
MU+@(   \,@  &0   'AL+W=O7^LM%E/C5)^NEFNMA=7E\=G7W97E\W+8;W:UE]VD_W+
M9K/<_7U=KYO7=Q?ZHG]PNWI\.K0/IE>7TW.]^]6FWNY7S7:RJQ_>7?Q'SVZ]
M:B%'Q']7]>L^^SQI._^U:?YHO]SEZOURU3:OG/
MCO1[FVW%_'//_O$XW-3]K\M]/6_6_UO='YY2;]7%Y+Y^6+ZL#[?-ZZ>Z&X-K
M">^:]?[X=W+WLC\TF[[*Q62S_.OT?[4]_G\]E4355>,KF*Z"D5: K@*<*YP[
MQE>P705[KF!'\:[#N^\-C%?P704O;"!T^"!M('85HK1"T54HI!5:CY_\IL15
MSJ[6XBJ]L[415^G=K3-_^_$JO<.UU..Z=[D6^USW3M??O3X^#77O=BWVN^X=
MKR-N9'I:A<YH&)T@XM6*]M2SL X%I%SG8+Q@6G0\<[!.".0AT
M&9Q@-QBFK;8<[%<,-MEWD[F8A?L=0ZRA6;'=L+X$\:D(,7"*@2+-G@6MD PK[R6
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MM@'"0(C-8*%4*ECF'@6K5T=17ILJ!X;-Q+&N]!D$U/UWIC"!FK4<:1
M85)--EX2J1%J:.-C/%H/T3L^U-P@(("UT;(N+Z6,U2CCB#6H=ANRA>D !O,/G(!VA_%M+.GA\>@AD#_#$/
M@GE9S@)4;B$7T@$Q@ESW?BIBX#=/&)90[+Q>8)@6GA;"F[-SP&[A!0FAA@0)
M6D/%58WPCEJ""#$20
M>0D"I(PFY>&\!B%<*QIZP-TROFJ,;V205&IXEF!XEET#II27/8V\G=$Y1P?@#&7("[C
M@F:O0&\)E\36E@JL%0FLE0BL12>X05$)ZJVI4:\'K(FXXIOSD]Z:.5?@;S86
MF,M8_J6 6]POT4JS5-"M0-"M08M:#5QLHNVNYD].%ABEE.1XWE(QMR(QMQ(Q
MMTB!#00^>&-8FM_\02B&65^(9OB;2WJ!GMM<5XLX<.B%4%H/7-*7(K)JA&QD
M<%3)K4C)K43)+=[C!E[B,"H.F4#"50USC5B *K@5*7B'.K]@P1_N(E0>4-'8
MD"@/4%4()8S-5+>M1+=+F^NV]_QK%Q5"&1"INZ7J;HFZ#S@_9E:$8JA#.*U[_L@6]OC>20P%$%=GHLL/8M89D&
MB1T<52=GQL) WQ(^ I:]*4,EQ6&QX*]E,$BT67,TN+O1^\>^(7Q\"A)I=V_>
M_L$QE'W[[=KA< R2BSM'(YI#+^/0%+%O"8<]D.Q^' TP+J"6!JR'HQ"(_$0C
MAXNHI0'KX? "DB-61SI,2]BWARR*0A&=/0X1'Z3>_=[CV.$0 U;AI
M]G[KIMX]'M]QWT_NFI?MH;N@.C\^OTA_;=H79,GSN9Y]ULSS4L]NN>=S,WO/
M\7PPLX_<\]+,?N>>5V;VA7N^,+-;[GD*Q[-%"LEO2U(\G2V<8DMT*N%&D>)5
M*N':2?$EE0!;8E.)94M<*G%LB4\EGBT)J22P)3&51+8DV<"Q-O#)!J??24R_
MSX>KR^?E8UTN=X^K[7[RM3DJ'ICG4:9ZIGU/D>:J7]^&ULC9E;<]HZ$,>_"L-[BU9W
M,829AI [T.E#S[.;. E3P#G827J^_9%O5*LLB5X R[_=_TJKR]I,WHK][_(I
MSZO!G^UF5YX,GZKJ>3P:E7=/^38KOQ;/^<[?>2CVVZSRE_O'4?F\S[/[QFB[
M&7'&]&B;K7?#Z:1I^[Z?3HJ7:K/>Y=_W@_)EN\WV_YWFF^+M9 C#ON''^O&I
MJAM&T\GH8'>_WN:[;VI-7_K=S^E>S-@Q_]][/F^[Z\']E93XK-O^L
M[ZLG'RT;#N[SA^QE4_THWB[SK@^J=GA7;,KF@,Q,'@$!AM(#L#>3"0'_*JX]5?@8\-=&>@$P5,QYM4
M =L9V%0#UQFX5(,ZXVW>6++)(=60;-(G&WBR29]N"/*M/S;I$PXR6:7/.<1)
M'[7SO5DM9UF532?[XFU0/F?U'@+CFM_7?KSS@5\C97/9K,*V]74*2KC)Z+5V
MA:!9"_$&$DY0S")DX$",? QT(!P',N.!/:<4YB&AN::8BY"1%'&)O1B*N0H9
MP2CD&KNQ%'.#&7)H;Q%#:RT^'9KEYP&O0L2HA 2):*:(QH%HHY \P8.,/,C&
M@^SFFB3C/ TAZ0 SNW9 6L:TCK16FE'8$F'2:5 4M@HQSB2S+J%O*NJ;"L)V
MG-*9J4#GBQ0@-(7-,2:9AX['8*!:+8J%7B@UGC[+T5$R!5@@"E3()712P"W<=E**3,,A
MU-*3OH-Z,J@;G^ < /_0(K'
M4OSS%;#JH*Y;AB4E)*XF0" E0RN)<(-QBK,4J;CL %1W,'+W6'50*V586-)]
M(!57 :"0%#FE9X .(*&<(<^].>;\= 1);X\(]/6YI4^02%=P4O8JDF42R(WE
M&G&4]+@8 50- 5@,S
M"(]+J4B (PIWE Z6XV.)AL?6N3NZ5$,3B%S>CX'7?
M-M\_-B_7R\%=\;*KVN>;0^OA!?YI\_X^:I_!^!:(]@6,5U3[C(_/*#]S/CZG
MVGTNQDO.B#M^,/T=2L-WWM]IO(W^=FXZ>\T6V?USORL&OHJJ*;?-^]*$H
MJMR/&?OJ!_PIS^X/%YO\H:I_FCH3[5\$[455//?_>!S^=IG^#U!+ P04    
M" "LB5A(V@M8'LX"  #T"@  &0   'AL+W=ON+-A9U%5+'[N GYN&=/]6M&:790C#
MZ\%3=3@*=1"51338[:J&MKQB;=#1_3)\@/<;!!1$(_Y4],)'ZT")?V;L16U^
M[98A4!IH3;="41#Y>*-K6M>*27I^[4D_?"K#\?K*_D.'*^4_$T[7K/Y;[<11
MJ@5AL*-[5:M?E[,&XQ[,[\!
MZ@W08!"G7QK$O4$\&"#XI0'N#;!C$)E0="(V1)"RZ-@EX">BR@/>2WBG2"1S
M(*/G>JOS:T[?2IA@6$1OBLD"K0P(&=" B"2]UP>R?:S0R#S%V.=B/<;$:>[#
M;,88G*#OA<1.L+$FB*_!SF# #@/6#%@SY*F3K=:$:S"9D;G( (8  !]R/48F
M,,U0-H'<6$@,8)J,D9/R$T=^,I(O$Q!_SY Z#.G-*9/Q])3U/EU --3I"LDJEJ
MLH$H0[.*"7ZZ.Z M/YO!@5P.='L:W;:&\4@'SA?^+,:CF&=<8M!M?8CM:"?<
M&!0T 2$ %S-T!JMG#.5W+ ,S/'!TU9G,B!_B;=
MH6IY\,R$G%STT+)G3% I$-S)@CW*$738U'0OU#*3Z\X,968CV.DZ8PZ#;OD?
M4$L#!!0    ( *R)6$CW25=#AP@  %,O   9    >&PO=V]R:W-H965T'Z8ZN)(<
MMV]?2KM2"/BGP\E,)*T_ E@ ) 'NWKQM=W_OG^KZT/EWO=KLOUP]'0XOU]WN
M_NZI7B_WG[?NL;M_V=7+^].@]:HKJ\IVU\OGS=7MS>G:
M[[O;F^WK8?6\J7_?=?:OZ_5R]U^O7FW?OER)J_.%/YX?GP['"]W;F^YEW/WS
MNM[LG[>;SJY^^'+U55POU DY$7\^UV_[Y'OG:/SW[?;OXX_Q_9>KZFA#O:KO
M#D<1R_CQH_Y6KU9'25'S/ZW0GSJ/ ]/O9^F#T^U&\[\O]_6W[>JOY_O#4[2V
MNNK=WR^L*+CP>8=H I5&!;WI8J<.T 5SK MP-\
MZ8#0#@BE XX1;^)6%0^YA%H4#SD'6_R,MK ?#SF'6ZAB+>>("Q[R;I.\I]3O
M+P_+VYO=]JVS?UD>%P1Q?>1W1SE1>",1,*!,0,R4,UC7[I6OFOS9XD2+.% 1(L4Q1)P&JL4+[ @F:2= G"?HDP;,L
MVC19T""NR2)MM898GV'">(0-*.:-=0@;$LPH)PS"1A036FB$C2EFM \(FQ#,
M5JJJ$#:E6##!(FR68B9HC]T[3S&KK O0M@7!K*M4R80V+-HFB;95T*6]AK$-
M4WD-;ZZ?4L9Z STUH+*L@1X8$LI+@T--*"TINHTI;SP
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M,HVJ3T(HO*3T&1=;,@N5QAP:WFN9UG"9:R/ZG+.X
MH!PPSCIBUSKL8S.UX*P2@-J!R\V0TIA"?2B$!Q
M:8'1&1,JX/5B0B$))^240,H7K:W\J$&D9PW8XIY(.^Q/F6*]3ZA8D&:\361)
MA7>B(<64P=B(8;@E'U,J[L\9GZ=8YOALRF7AVYPQPV(EB2<6]8;&_?OBG=-<
M2:CY&8<@AQSXT*POT@X_MLNXQ1D0+.[K.'.&5)K&IWX$DC:SY9&##FT\Q&84
M4Q(76',FS1>=R0I^DB$<<2A4-1!I0VVUAOZZH$ GBL%=<9]Q'F\+ X()6>'N>4BEJ4KAH[,1
MTVJ#A?+&C'.9I71"..D<;D*GW#R':^,9Y;1QN Z94\[DZI4%Y>(:*'W18RO>
M_LJ*1![/:%D19=$F_J2MM9Z C4A#;\<8I!0F0"?A\
MJD^Y>(]"X[PE8.Q=<"$[9'J5Q/4I4UMI@?=/PLD*'[!,"&604Z;4O7L"
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M,IL!U8CGXH11^,V-Z3N-^-3OG2]PI\1TXJ/!Q0D(^E25)?Q'DCZ
MDG1IH/"K="%8/EU2+)LN3&4N71B621>J,9821?NBTRZ4)VY=,GK
M_"#4O'&4I''4^*R\UU+G!,9'M?TB:E!$#8NH41$U+J(F1=244?@I.(,RM0.%
M<%>S()1()]D';\Y=>L1&R-?3A5^,X;V92GNS=X\OVY1ET7>\>
M3^]1[SMWV]?-H=D8+U72=GUGKB>"G!])JX7Z'I/7G]#J$J)$E=7A_O_KR%VYN7Y6,]7^X>GS?[SO?MX;!=G]Z1?=AN#W7T3%PI
MKCI/]?+^\F-5/QR.7UW\OFO>^6Y^'+8OYU?8+^_1W_X/4$L#!!0    ( *V)
M6$A"GHJ&8X0  +QX!  :    >&PO=V]R:W-H965T)D_^M5/__2O/_S^^Y_^KQ__[8<_//X___+C'W___9\>__6/__-7
M/_W;'W_X_I\_#OK][W[5CR-^]?OO?_N'7_[=KS]>^Z]__+M?__CO?_K=;__P
MPW_]XR]^^O??__[[/_Y__^F'W_WXY[_]9?OE^<)_^^W__-<_?7OA5W_WZU^]
MCOOGW_[^AS_\]-L?__"+/_[P+W_[R_^[_[;__6
MX[W_]_.?_T?_*QY@KP-:?'F /P_PUP'^
M9?UXUH^_O,'7!\3S@% /F,\#9CK@5S\/[L>E^<_?_^G[O_OU'W_\\R]^^K?O
MOWUDV]\\RO_X[1]Y_,N_>%R/GS[^Z\<5__G5__B[-H;_^E?_\>U?@J+?_%S4
M?RYZ5?SJ\<]_^AX=W^,W_>WP_MD;_/U[A1V?E?S#>\D+MC6Q8FWW_]7>:Z9TFOM/^])WFVSOYW'VO
MO_Y&*[W1@C>*3S]O_^F]R-\&[OUDUOOXV@CE,[?3R6P\F?;IR6SA9/;[R!RS
M'[W_];-I1^;!\7X^W3]]JV?1\[W6,6?[]'/Q]\_"^3SQL=K\]++^ Q2.UO>_
MUMP^?]M_2(7'L=>GP_N/J7"NWEP8C)X'H^-GL'\^&/WMS"<%)2T3M$WE5^%9
M]?.%[&X"JEM&:%O*ST)[!V1W#X5(&9!M*[\+[1U_TUWX'O3,OGXH/PQ0-<:G
MF/I-/^ O5\:X9T;UIOPT]*:A9^&9]'SG=Q<^&[VS(AN
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M\*LER!A ,DW)1!SHQP4YCEIIS..TEBN? Y=EH_<@%9SZ*?WVCU*?SL
M>D:$#X584%41ZUGTO#$\NH!JS[3Q-+-1_J1,&Y_7E^\R1WPIQ'+DR%+.-G/$
MMT(LWY>)-3)'1N+(YXN2XWUAY?'),^&/&IDCHREP' V1-84K-3)'1E?H.-X1
MX!ID848W:)5Y*'0<0SF?]Y64
MQPVQ\J49&1,C!#R.]_N?\9@Z"JL.(\-D3(6/4%7Q<;ROM[0=IIQ/!M-(8!)^
M>D=&SMB7 1D9)G$H@(P# :GL.V261%, &>TR(".C)+H"R'A?_VQM=N$+'ADE
M80H@XQTE8RNF\WP39/I398V1(Q!+P&.^3%X\]E4N>41);P2-457B,]UNE
M-N=2M@XSEB9B:0K?S9F!,]ME/,Z,DMD5/,Z.>!2^"C.39)J"QVF7\3@S2:8K
MS)KOZQ;-VA;F&S.39 X%6O.=)*-/!24SHV2& JT):ZF'=",_:6-[*M2:"B8F
MK)6(HYPQ,9>"+:@JS^<=)F$6RI9 O171L[JE[&U,DR6*=A:"!/E:[
M";":\NN],@#65@"YM@"DM:\/\LZ8V(<"R*UL!._W.Z%Q- 43.V-B-P&0^_U.
M*([H @AVALGN"B!W%P"Y.WRS3-F2WQE,&\$TA5GZSLC9UVV1G6&RO[9%SG%1
M%D)V4DJ4T\G V5\K)>?I*/=!.RZC=F-O:Z9#B]_7.\WDZ"M[V.]XLCB;@Y/$U3B?T[96OT/X\(RRK
M3NFL>@Y1DR2?@X2\0]K*QK+ZE-KEJ]8.TN(.:3\;R^I3@I7HT98BSQUDSQU?
M[FF_3DG9KSJKSH72IJ#H\9-*IR1M?F/9;)]/Q\ZJY_?_,&49_7%?1N>$O%;6
M.-I!XMYQ?0^\'23E'=(N^%GVFEU+7R/R\@YI(_PLNT+]=I"9=TA[X6?9N30P
M%$>5Q>0F;8=>;*U,^DG=;E_;+&_B[+<96/JXD\#8T>$M^=IR!:%>-
MT)#UW *@7=DV/ZNNC381I$L;YUA6G]+['>/CGDA98VDD#[>N;)XWL(=[=,6J
M:N0/-Q2(2X1"68G0_GY3N->).&6+>$"H6  ?VM95MZ,.),DX IJ!JM#0[$6&PF^S4R"&CJ^LTD3-9)\
MF[D$-4/S1OIQ((6W98>W@)I)!#$@B#C:!! +"6JF+#N=5<]16FU(UX0X@XIQ
M!350C/LQ#^G-B"!H&9=0LZ5 S:"EP;H"-;*16]*1I4D6F<;M*1%?@AI)Q"U9
MQ!74/"D[RA].&G'+'G$!-72$M7DA2<(M6<+5O/!9=KK[3=E,:N0 -YD&)G(?L949 KG(S94=^ 8RLK6M])4TTI';D#;A
ML:RD*&K+HRD>5R-ON25Q>4I_&3%I7-^*;V0;MZ0;EYW)N!N_%/*3<-RR<5Q@
M=*0->>6C3S9Q2SIQ!;;QOF+BW979"JG";4C)%0ULX7ZXM A.NG!#7[CDVH"-
M^2FMA9$+W+(,7%!M2 @9X .*HTT$&5*.!9;5I[2!:KTK'S=2E1NZRA75P%7N
MVR6LDZW<4%I!X,$X%F*>DR9]7S%K1+O7V-=.>&OG-)-2@KJ;;>5WW:-FG!E\3HELQHR0\B
MZ;FMZS$SC7SFMJ2@F;82:93?,S*:6U*:*ZR!TRP&9)'3W++47(!FO2_.#I<6
M9TEK;NMK\>_U9@":'4H_4"-IN>VOI;[SWS 31Q2 89Z6*:OM]*4?L4F_D.;>MB7C;%:IMZ.<**0^@
MD3?=DC@M!>B1[MSV#1&/+.66-.6*:AM!(X&8%.2V-1%OWQ#Q2#!NV3 NJ+9!
MQ.LAQ<"1/=RS/5PD:1W8^N!*0T(G,;@?DHK70?E=_5!RWDCY[5GYK2( W\NJ
M0-8.RJ\\W!2&A\IOF0,(9?4Y@7'SF*PIF6WD_/9#L?'.JJ>-U[I)J8R4G'=(
M.AZ6E7F !^IX4UGNZZ0&]P-G2,HZ52W-TG(P[*26*#T>E=Z9#LIO3W'
M_59AJD,ZI??E'#N&],M&3F]OBI#7(1C8?"HW/IW4WX[9P"5$H:R$*$0(QQS2
M*1&WDD>L?6L)2.VZD-CTEIG4
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M$HU (6X^M&$B'J%!7'WW00V6KPF!QJ4&@^Y*@\%9]>R::W4WY
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M%@ %X_>;QBY]T @@FO+;0?G];FGO1LIOUY1?+"MQ!(AF_73)^.QB_2_NTD?#;->&W2\)O1^$WE._9]%4*0[]MO
M^+Z=?-^N^;X]^;[2[B?YOEWS??L-W[>3[]LUW[>#[VN[2W\944;S?3OXOJ,=
MTC-)R??MFN_;P?=]$$[ZW2/AMVO"+Y:5  'A5QQN$GZ[)OQB67U*[YR92[O9
M)>&W2\)O!^%W=:D3K)/PVS7AMTO";P?AUW:3OMTD_/8D_"KYG9V$WWY#^.TD
M_'9-^.U)^-5.F4BC";\]"[\*UDCX[9KPVU'X_?;4A+_^;D;"KVG"KX'P^\#:
M<.6IK63\FF;\&AB_?73E4=-&RJ]IRJ])RJ\EY7=&RJ]IRJ])RJ^!\MNL
MA=(,;.3\FN3\&CB_S1__(WT(Z!&VFO1KDO1K(/V.Y8ALIO98S?ZO+D7H,%+:1^6O9_"W8!N:O^F9$&RWR]RQ[
M/8Q7^9B1^6M:Y*]!Y._C^ZB]&[%&B_PU,'^;:U]84G]-R_S%LI(B* B+PTT,
MT3)_L:P^)7A:YC&ER2U9Q"9E_AKHP;-M92W*R \V+?/7I,Q?@\S?QYQ)$0*,
M!&%+H;];^HR
MIK0Q&OF_IOF_)OF_!O[OF,I3=XP$8-,$8),$8$,!N,^A"#-&!K!)!K"A ?SX
MN&M7A7"C*< F*< &"O"*=0BNBY$";$D!5A17(P78;BC 1@JP:0JPY>Q?Y0M)
M"K!I"K"! JP]M\Q( 38M^M=  ?8Q%-/#2 $V+?K74.Z=S924:2.]U[3L7P-Q
MUZ>R.6#D[9J6_(ME)49 [Y7'FRBB1?]B67U. )L9AZ)-&0F^)F7_&F;_]A9*
M?Z"1"&Q:^*])X;\&X;\SFC1[(:W8DE:\E:\N^<)V(_S72 0V+?S7".F^BL1>TR)_31)[
M#<3>%TQ)_L:P\(TS\#5,>/&3D_YJ4^&N8^#N;]+TGL]>TQ%^3$G\-
M$G_]4'J"C31A2XF_2DB:D29L-Q)_C?Q?TQ)_+27^*L]K-/)_34O\-4C\%8%&
M^J]I^J]!XJ]+MX)D_YIF_QK8OX\['ND/(\AH\J^!_+LD;8'47]/47Y/47\.T
M7VFHR?PUS?PUR?PU,'_=E%!Q(_/7)//7P/SU)?:'D_+KFO+KDO+KH/Q.90G:2?AU3?AU2?AU
M$'X?-P?")]M)]W5)]W70?=V5*9&3[.N:[.N2[.L@^S;E1\9)]754?:6 0B?5
MUV^HODZJKVNJK]_(]W52?5U3?3VKOLIU)]77-=774?45WXP8HYF^CJ:OME#O
M)/JZ)OHZB+YNRCJ!D^?KFN?KDN?KZ/F*HTWXT#1?ES1?1\UW:$@CR]<.CF^CHZOI%XZ.;Y^P_%U4
MG $GQ]R
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M>D[U+:[%0,(H&YY.,J]GF;? &LYTU=9E2&AUW.F;X$9R/1]W)-+EY0PDR-]"\R T&N[20N;9/1Z-GJ+>1-D
M^IKVHTA*KR>EMV):2  !\5<=;>)'#OXMF"8%_SH(PMY=>?2*DR#LH70G.9B_
MOERZ_2#WUZ?4G(1E)=,F;%KUKOC83NZOH_LK/4/62>KU>;TYR3A9JJ]
MQL=@?#Y_PO99=6F*15*OY^S?ZI*Y=$J8$"RMD9(A[//K1J?7*0WIE-XWLZ-)
M@T1@RS'"JSBCD,X(9>/HTB>2^)=MXUV4[K4*X<*,X]-*.')&=?4A<6
MELWV>4S%677N2TBI_4Z6LZ/E'(="$_*7_:D<7R(W.<>^I#:LL^S2?)349%]2
M&]99=FD5CPQF7U(;UEGVC)/I)KT902L9S-5\% WFOJ4I(BG,GA7F8CZZP"V,
MICRGQLEA]B6U8F%9.?L#TWDU:4F#3&??4B\6EI6GA#ZT2P\^ID]-)=?8M]6)A63DAW?"$WYA*B(&3ZNRH.DLMNDX.L^_KS5A.VK%OJ1GK
M+'M--:53)M)LJ1GK++L2!.(D,7N2F"NL[?8>MM" /\IP'>L[1I.N:232.
MZ^U8@ZSC<4CM6&?9E6G:(#EY'%/AV5EVA6>#'.9Q2.U89]GY)!ME_WR0PSP.
MJ1UK@,,32I'0O+2GRD3&.):"0ZCR:U
M8V%9?4J012K=H [2H0?JT!71P',.5QJ !GG.HTG-6%A6$JW!D_"DEM=!FO- 
MS3F4[.A!_O)HUYNQ!BG'(\4*5T1K"3+"'?<@,WDTJ1GK++M$-!*81Y.:LPO$EI)%O/+K4CG667>E<&*0ECRZU8YUE
MEY!&]O(PJ1WK+'O-NY4O&=G+PZ1VK 'V\N.4E!DAVS9
M#?*71_*7*Z29Q ^PG%'G:]%VN0;SQ,ZL4ZRZXXOH.T
MY.%2+]99=HEH9"^/9"\7P>1GV=,_6D.Z%21]>;C4(S$<>SZ5$/1!^O+(^G+!
M3\@E;GLH#S<8)#"/+# 7  6!>3)$(*FO(8U_LD!NG)8TA]$F?9E2;]01;SR!9SP5"PF!\,E<:'0),LYHJA U9C
MCZEL>0W2F(>F,0_()+9#>3K(((UY:!KS&-@1[MH'C1B24XD+AH*@[(>T!D:"
M\LB"("AW5Z)R!_G)(V<7%PR5LHL'9A?W0Y&U!FG,8RA^X8!8XL??
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MN7THH=I!8FXWK(,4W\@QQ=6U2(11OHBD^$:3MJP#%%\19Z3X1HXI+G#6WK>L7='Q@]S=
MR"'%!<[ RIU-Z3,(LG(CA117.,/XX4-9:@_2+0A
M\:PIF]H!&<6K*6O@08IO8$1QQ;/VOGZS0FF=#!*! T7@DF=05O*LO:_R^*$L
MN07IPH&Z<"C^>Y ''.UZ<&B0X!LYH;BX%BFA6 D.#1)\(PF^%<\Z[E4KJ^A!
M?F_DA.*"9QVZ$XV'BNS=T"** [S<[VPI'>Y!8FYH&<4A910'^+M;:3D/TG=#RR@.*:,X(*-X
M=&7O*TC?#2FB.""B^/&]E]Z+\*$E%(>44!R04.Q=L8N"C.%("<5=N<0>IN:#'%(<44!\04CU!Z+(,\X$@QQ4KO>9 ''#=BBH,$
MW]!BBB/'%$NG3)C18HHCQ10K(9M!?F]H?F]@3'&7)M[D]X;F]P;XO=]44N5W
MFOS>T/S> +_7).LJR.\-S>\-R>\-\'O5T2: :'YO2'YOH-_K6UIV(K\W)+\W
MP.^UHREAI4%^;VA^;TA^;X#?N[8T=R2_-Y+?JZ3\!_F]<VQ\?2N5;2WIOH-Y;0@W*2JC-]UVKU4VY)B0!!TK H30@!WF[\?1V+T&-
MO-W( <35Q&UGO+:"6]%Y%*0K2>R.G!A=0F["WO)5'4P;IO9'U
MW@)J$/3;YU3\E""]-[+>6T -(WR[-HY$D)SA6T!M2@29N*$MC38YP+&D-@(L
M*T\)3&'S8RD_-*0*QU+:" (<8(M#4AE( HXEM1%@60FUA5M74]KX)PDX4 *6
M=+!DG @1*PMEY,=F_LZ_&:03YNY 3?ZFH@:*0;4-)V(R7X5E3;,*/1
M;D#)[HTR!5
MF!E-$GQGSN?]'&M3RN>=H &/I20%3=* YR$U+&%9?4H0"1%-6>J;I M/U(4+
MK$WP@*UMY6L[R02>A]2PA&45ULZJL[NE*Y.U22KP1!4XNC 9F23YSN-ZQ](D
M+W?F(-_J:DS$FD":2?KN/*2.I;/L2M/G),MWYB#?S[%VEIT_55V;Y(-
M/),-7%$-RNI3>@?-XQ9(^;21,SR;TJ\T00:>DM(RR0:>36I7PK*2:>U]7;DW
M95%DD@T\T0:.+DQX)WF^\ZGF7D(:J;DS)_E6UV)=1QH9O+-)W4IGV26DD>@[
MYP!-=X)!03?;N[-<;EB;9NS,'^5;78E\G&DF^,TN^
M!=% \A6)1I+OS$&^!=$,GJK6E8;Y29+OS))O030(\GU,")1?1))\9Y9\"Z*!
MY/M=*)M:DR3?F2-Z"Z!)$;T35&"I[6V2"#RS"%P 31*!)XC ,103>I()/$UI
M)9B@^,ZA>-"3%-^)BF\)-"@K@6:PGKQ#.B5"$9K XB>-4&37&PDFR;LSY_@6
MU\)34Z3R423'=V;'MP!:4QXC.DGNG5I\[Y3B>R?$]TKY_Y,,X)G">Z65#9)VYXWPWDG2[M3"
M>V<.[U4N!;F]4POOG3F\5_F,D=L[ &6;WVI96
M&DCNG5GN+7 &$Z#&D'@(L*^D!!K ZVH2/;  70),,X D&\..F7%&@
M)RG >D6\DPG"3W
MSBSW%E0+Z%5Z %M91B&[=V:[MZ :V+WN2K/T)+EW)KFWHEI(",&(7W&TB2!9
M 2ZH)BG $W. 0TIXG>0 SU":"";(O;9<)/?.*3418%E)M0G+R!&F?-_(
M 9[H (?T:2-M=\[K7023M-TY3:+:1-!(-PUD]\YL]Q94FZF+0+KR!)HI=1&<
M9<_9=U?TE$EV[\QV;T$U"._=0VF,F63WSFSW%E #NW=( "6W=TZIAP#+2H" 
M =Q-^\@2/[(!7#!-,H G&,"/'U#EE,@ GDMI(9B@]K9NRD,&)JF]+U;V^LE
MK7=NJ7\ RTJB[?>%9-=6]4G^G2C_AG1/3;KNW-?;!R;ING-+[0-GV6L]35D'
M(JMW9JNW(-J^WCXPR>J=R>JMB+9ANR>TOXP@DZW>@F@;6Z5C2^]&E,E:;X$T
MT'J[U)>\R.I=A]0^@&45/Q:ZOX>2K[5(_5U9_?T<:4M2?Q4Z=A+N!15+O
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M:Q.5/J]3C5S0NJF800B.\51YO,WF52FR.6U:<$H)E=R2-:)  O%( KJH'_^[C]
M4GR.10+P,JG-$YKC(QUTV):H9@D:Z
M_2+3=IG4YGB6O3;^%.J3D+LL@>;S9UN>94^JF38-)7%WN=2!M$#<]2%-]DG<
M72YU("T0=Q_?5^4Q<(O,W97-W8*AD,[[G7AYBL]WVZ1P+O\>A?2(NEVN=2%=)9=D?87N;EK2%U(9]F+H-:0NI+/LN835%#]OD<*[AM2%M%#A7<=0@$T.[\H.;T$UR.<5;R[)X5U#
M:D/"LI(@8/JJHTT &5(?$I;5IP24-.V?\C@79M%I,#N\*J1T)RTJ$@.FK#C<1)*1^)"RK3PETX'XHX8&+?."%/G!%-1!]
M?9H2?K/(]%TAM21A64FU>%_Q::,KL2R+3-^%IF\H#SY>I/"N>;TI:9%TNZ;4
ME'267;K?)3=W3:DIZ2Q[30REOXQ(DQ3>"FOS?676I_*1)H-W3:DG:8'!&X=T
M]T$&[\H&;P&UB?4^E(6N#Y[JY=$:+'E!J2L*PDVGQ?[7&3MB7(\UWH^8:2C+1(X%WK
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M2Z(?.;YK2YU(6%:?$4#&E87;32;P/I1.I V*[^.64UCI%PG+2JBUU(LD_?V$HZ3X*G.]38KOOJ'X;E)\MZ;X[AN*
M[R;%=VN*[\Z*KS0^Q!E-\=V@^,94PJHV*;Y;4WPW*KZQFS2.Q!E-\=V@^'ZW
M%?%JD^*[-<5W2XKO!L5W2#;I)L5W:XKOEA3?C8KOE')0-RF^6U)\-RB^UJ4[
M[TV*[]84WYT4WP)JJ/AJ(L3X[IS+
M6Y#&)-*@";P4B6V3";RS"5R01C*!-YC ;4A[[)M4X&T2:<#QE:\)D<8TTIA$
M&@/2'%N:TY,*O"V11AI&(HW=( W)N]LTTAB21OHZDN.[L^-;D,9ND(8.YBTPXQ)FP /6_GS2@'?.[RTH
MXQ)E,.57'"2"C$N0<=R,4D)7-IG"VS7&N,08?V?,5,RB3:+P1E$XM,M*A/$;
MA"%G=^=DWNI2I+F,@GNR<;=KA/$;A"%I=[M&&,C3]2E="R*,:X0!M7>XM'A'
M:N_.:F]!F"$1!@1@[<\G_W?G"-^",$,B# 3]JH-$A!D284 2'EMIU-GD".^A
M$69(A($T8)>D@4TF\1X),3?/6X@AG3=G>-[JVN!B)%NWDG7W3F8MT#,
M2(B1WHP0,S3$C'?$+&4/)W'%NY521!>*,@7/$,_&#Q%I#T
MX!U2,R26E3R#'. ^%+MKDT.\T2$.:;&1M-\=UWLA-XFZ.P?W5M<"$:-$\FX2
M=7>.Y"UX%JD74OHF$F-B2SP+B.N60E WB;I['A+0YCMCPJ3?0_)Y=_)Y*Z"A
MSQO* UHW^;P[^[P%T*:$#[1^Q<$F?.3@WH)H4%:?TCMEYE92##?)P1OEX(IH
MX 9KH16;W."-;G!)-"@KB889P"ZY!V00;S2(0^E.VB3][J>G>XEHY.GN'-M;
M70M\XJ,T,R=1=^= WH)H,[5!*M][4G#WDOJMS[*SNUL20]7'0"B3/9^"\HLB3)@!\O#1)A9$F8@W_=!&25,8),?
MO)?&F25Q9H'AU[:TQDX:\5X)--(7B4"S;H"&G-Z=G=[J:B!HI*D3V;H[)_<6
MH %=5\N/WZ3K[JV!!D3<-I0&V$TB[MX)-,74">)VHTF.#_FZ>TNY#F?9\\9+
M:1C99/7N;/463-L20-#]%<>:^)'=WX)I6^G)WF (ST-:^25#>&\EU&%#P.\:
MTM(>"<)[2YD.6%82;8/BUY6$I#VJKLR>7H!)=15Y7F5G1Y^R@?4X*+/GXR6 CS::F3X?
M+UW%S^.@S)^/EP0 O>I>4RKI*T/"[\=+$H%:(I#V?DR@)A*H04. ]&#[QT&,
MH)80]/G4ZE5W]NQ*68"/HYA!J.O6S&OO?T<1#C):O"%?6:$A/Q*GO.M%R9CSX.8@RA5%Q2#Z3B!_2$>]7'08P7U(IK
MZD%=33W0CZTK3T5[',2T0@$YE!6_QT%,JW8]ZEY3&B6S?CY,883J<,@QE&.!Z[PAU:P..DC*_CC)0E_
M8/Q*:7+?&J7Y[:28FE?=F3VE;&4_#F(0F914\ZI[[49JP\F R19Q!3[3  .V
ML3KJ3)>L&U?8@[HOSNJ=0K&U&1AYR1\O*="#\.'9E0WWQT&,%G23:^1!78T\
MB"DV*0V['20Q?[P$Q)-^VT@]_GCI.O'(%_YX22)>5H:E^1 YPQ\O2<2#Y&"5
M>&0$?[PD$<_!IE$=4_B+:4C]7$0$RA9QB7Q0#/^[O'QU=Z0
MX9)-XPIYKL$%C61E(^YQ#+/%I4B;5/?%6>&SY[25/9*7/UY2D ?VK[-XR!&4$H>+I&'T<-[
M:>?-",KAPQ7RAM] 'KG%'R])R!OOV^#:G(L,E
M!7OPU:4Z\?SQDD2[@,=Q*QK2XQC&3W*42]R!
MI&Q-FV^1I?SQDH0[\)2;3VFEB$3ECY/[.>/ER3@05T-O/F^QMV[MH9/!O3'2T \;329
M5/-Z,L[C(";0E+)Q7G77B$>^\<=+$O$PC5AZ6-SC($90RB,NB3=ACTK)1WD<
MPP2:4D;.J^Y,_CH4Q_]Q%"-H2CV?K[KSMDG;B223^>,E"7E+@\MZAXLX[*0\
M?[PD(6\IW5NOLGA]:*1/.\G1'R\IS,.\X[&U'3LRGS]>DJ '=37TUOO*=H2B
MVC\.8EBA_2PYU(^#&%;K>B?HXR"&T/JZ%_0OPZ19/2NUI4L_W"0W?[ST%1O_
MDE"$=7%4/TS[G9!K*ATZCX,8D?O+Z==?3DL)/GV573PK!N069VE0
M-]OGB5"OLC.]4YLUD #^\1( 2_LP,/CVG5D:J=8?+TFSM(VS-&VKE73KCY>D
M6=J.&X@AE_KC)6F6MM]G:5UY&N'C&";:%F=I&+@O;'2](D;>,D3?J]
M;2QHMRQH%Y,TK"NG0PT\[BY-3AIKW.W0)FE8]\59P22M:UO C7WO=DB3M'9@
M"ZQW;1P(+@U][Y)Y6%=.TLZRTWJ79A^-A>]VI$F:PH[&AG8[;DS2&JO7[9 "
M.UYUK]F7\E/4V*ENQ]>SK[^\WXUI56/WNN74YH)Y9]W9YZXLM-LA)7>\
MZIY*@=1"U1HKVBTIVA7S6LI;5B(U'PV-Z/;Y;V66"T-"G*(]75Q&OO^H&[$C3X.(A)
MA;)W2#M,C>WLUJX'>CP.8@*E-.>2> T))$G_C7WJUJ14CU?=->*Q=]URI'-%
MO/:N#VE+58WU[);T[))XH&?[:H_6E1[\5]G9J=:[A!MF4E/^J^Z\JXNE/$[I<113R+1^V09>]AK29G]C
M+[LE+[NDGFE\,3"7Q&%GNIC6+XMU7YS5.X5LF-0\W5CS;B8US#:PO&T,R6MI
MK'DWTSIFL:ZFGH&)$%JG3V/1NZ'H'9*@U]C,;G:C9;:Q\:>5!7(\]!13@DN:ZQY]W0\PYIHZVQF-W\1KML8^.ZY<3H
MZK*,I#Q*7U%6J5O.@ZZ(-]H-XK%RW8;6+GO6G8E:2GS[XR!&4%*S2^2AFMVV
M^(;,H*$URS9PL[NV"]?8S6Y#:Y7%NIHN S;'Q-M\EKA;3I*NH#>D1K:&KK=+
M 6N/HQA#*'N7U,/0Z<>,2EKV8MN[#:U/%NMJ[$$^=4S3OO:,*_2]0S+U&@O:
M+6ZTR38VKUL.EJZN2R"&M-M;=JI;CHVNL!O.]3F;9HR8IV
M"ZU-MH&B'5V*R&FL:+?0VF0;*MIS2A]?5K1;:&VR6%?3)=[IHHXZLR6G35?,
M@[HOSNJ=0>N0A._&PG<+J4VV@>^]7)(M&_O>+;0V6:RKB0<)UA920D)CX;NA
M\!U2NVEC0[O-&VVRC=7KEI.GJ\N"H=):'EUCI[KE6.F*>) 8K<63/PYB!$VM
M3?:L>T[T3-M$9$>[3:U/MH&C[5.R5AL[VFUJ?;(-'.UNVB\V.]HM.=HE\J8&
MEPD3''78&2XYC[IBWI2ZV1HHWU-K[VAL?+7!?*DF_00[L=!S*"E]='>VVM%;9AO+U&MJO']O7+=G7)?5 JP[I2;*/
M@Q@O.86ZHM[2\()IU?+ ,U]R8'6%O24UM34,MAZN618L5K=KY&/'N>5HZO+"W.B9
M;>Q"M^Q"5^1++K2V"L4N=-M:SVR#6.EFAV9UL S=L@Q=D6^_@ZA/UY;+68=N
M68>NR A^:$T96%>2[RP[G].]I#VPSN)T1W$ZI+;MSJ9S
M/VYT970VG?NAD:A#&'77%EP[&]$]&='%<]%?=6?BX-8^=P2BGHSHBGP=C>CA
MVN>..-2S$5V [ZQ[?M";=&O368GN68DNN-=!B?ZN:[UAG9WHGF.K"_!A70T8
M4*=#PG%G<[IG<[K"GF9.=S"G^Q 'BRG4I+:,#DJT-6FZUUF)[JA$U]"#NAIZ
M[7VUNVEY]YW5Z8[J=$@=79U=Y]YN=&5T=IU[TSK#.D11J\QC)[HWD4&0,3V:
MI/=T=J)[$QG44H2(^ \:A4"=WEMYI,[C(*90%RG4-0IUH-!>TK>"
MU>G>$X6D#SLKT;W?H1 KS#V'55<4ZGY=I! XT=]]>Z"'--EC*[J;B"'3,&0)0]*59GNZYU#K"D.F80@DZW#I
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M9-.Z#ZUA'NMJ\(UW$8^M(;YL^X$7Y/FUZP\]] ZYCN$4O=O'0W2&S*&
M0NN8[^!&/\!W2+TZG>WHGNWH"GRA$29P]5EZ)E-GB;HGB;H$']1]<5H (C'A
MN+-MW4/JF>^8A^TAJ8"=;>L>6L\\UM7@"^B9EYX^_3B(@852=DA/-^BL4?>G
M]WP-?.P]]Q!!%'= Q.)S#Q%$8#3'DJ(%.AO-?8H@@FSJ-EV[P*P^]RF":"*(
M'K<"TB5D2;IG2;H"T=1 !"ZU]29=:7:I>W:I*Q!-#42@7"]QX9B5ZSXU#DW@
M4%M;XA KUWV*')H:AR9PR+7?2S:S^TP8=#K$CWK$B7UR5%=T@3
M1W:?^]2B._I,T1W2SS++SSVE79?< ZOY,2&2?F[9:NXIQ[KD'@94VW#I>\7Z
M'A.KOHDG686=/NF=/NL+>TO@".O74ICEL4_=L4U?46U)W?0?I>DVI
MWZBS=-V7E-UQECV7VUQ;UV'ENB\MNJ,O*;KC+'O&M'5M;LQB=DZCATF\6^]$]^]$5\3:NY13)VQTT:NTAP)TM
MZIXMZHIX>VAG!:UG6YOGL6S=MY3H2V&L"J=4?5NB8>U-7$PWCJKJT'
MLY#=4<@.;=F21>N^;R1W&(O1EL7HXK+8D0BD(,%8>+:<%%T0SS "6B.>L?!L
MAY;<86 R:P&)QAZS'281[ZQ[$F^*PTD$LD/+[3CKGJL%7=H?,_:B+7O1!?&P
MKF2+@3X]I!@;8WO:
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M =+E54DQ'=J'@/F3HZ$KWOF-F YC"=I"=
M-%@L4QO*U"7O0)+N7>J<,Y:D;6CQ'%A7\P[BJ+=VQ\.*M*$B'=J-(:O/-FZ$
MG0E>\P[AG<7['[K,E][GDW7C?DW(I=M2WL?IL67VN>#?>R6+:NC&;SQ9:&QC6U60!05H<=-:C+4='5[R+
MIIT5 ,BDG!9CA]I"Z@(S<*/[TA8,V8TV=*-KWD%=S3O(H=Y2,("Q&6UH1H)&$YBQHFPY-[J\*C<>5F^L,EM.A*YX!U'/ZOR.E6<+K0GLK#OWX*7I
M*QO/EHWGBG>!CXV7'H1N;#Q;-IXKWH'QK*6,&_O.-K7^+ZRKR3)Q:B-=8W:B
M+3O1%>]FU\X* *0]R,_8B39THDO>8;RT#VEK@%UGFUKS%];5O(,4:NWY4<9&
MM*$1'=IO&BO,-F_T?ADKS)9#H\NK@OS1YG>L.EM6G2O>S=1RH8T3 VAJ+1=G
MW<^7=TD/#S$VG2V;SA7O%H0:=JFCQ-ATMFPZ5[P#TWE+C3?&GK,MK=L"ZVJR
M@ ZM#CJ#)^6:6?U#B!OVM(-V]"VI&8+ \O9Q95QMIQM:;T66%?S#A.H
MAVD?&085VM AZ;O&^K(]]>5KP&-]V7)>='E9TM.:M;^? 90UYPIX67.6 ,N:
MLVVMU^*L.WMII,O"EK-ER[D"WL:I34@S+M:<+6O.%?! >L^7LV7(N@.?9@^6L14BQ<&%MJ$- I'%LPI= ,\U%=I!A7Y<*>VS0 3R0VJS\ -M(6GV
M[>PX.SK.)?"PK@3>678J*4T!E;,+[>A"AZ2V.,O+?MQHLW"6ESW'0U>7I1TW
M@,>2LV?)N0)>N]%FX2PY>]/:+,ZZ\QE!TF5AQ]FSXUP!K^'<1DH5=):PX>].Z++"N1DO#R8UR[^BL0GM6H2O@:2JT8XSTEM*%G5UH1Q>Z
M!!XZSEV\-DR6IG598%T-O/:^IOVMVUPZ+085NM":C. L+WN_T67A+"][SGRN
M+DM/7182\%ER]BPY5\!+DK,&/):AT5MJ3G"685V5*%#>E2;L[OL=J/)PME=
M=M.:+-P2?[3W8_YDQ[GB77*<-=ZQX^RF-5F<=>>ST*0/'2O.GA7GBG>6'OPN
MS6W8\2W'/VI_'9$F*<\D[T\@")G33[K/9A/9L0E>\TTQHQ^AHDY)S
MG%5H-ZG)P@VWZZ7@ &?%V5UKLL"ZFG?^OJ8=V@TMF]".)G1LZ8/.[K+[C1X+
M9W?9W33>^1W^L./LV7&N> >.\@
MY[DOZ<%0SHZS9\>YXATZSN+;,5E&
M85:A?4@]%@Z*LX4VRV7%V8?68X%U->\&/ SUD)*ZG55H1Q4Z)*7:65[VI[Q\
M#7@L+_O0FBS.NFO 8\G9L^1< 0\D9Q5X+#G[T)HLSKI32M&&DP&4'><*>)#O
M;%V*"'&6G#U+SA7P4'*6GLGF[#C[T)HLL*Y&"ZC0XJ"S"NU9A:Z IZG0#BJT
MN;1U[.Q">TA-%@Z.LW>I <;9P#-0N^3*.+O0CBYT:.!@>]GC
M1I>%L[WLH759G'6O%3SM4\  RI9S!;QD.8OCQ 1*EG,)O'C?DC*IJ\Q9<*>& Y:Z%SSI*S3ZW+ NO*F$T'%UK6<9
MVK,,70$/ZKXX*^SSDB*1G&UH1QNZ!!Y8SN(#GYTM9U]:FP76UU'UQ5B ,'=J4BVUHWU*?A:/EW*6^,F?+V;?69^%;ZK,XRYY]
M9=KLFV5H1QE:$]Z=[65_VLO7>,?VLF^MS>*LN\8?MIP]6\X5[\!R%OO*!EO.
MX]#:+,ZZ9]:QY*0,EIQ'EIP+W@V((=U7YP5 DA:4QLL0X]#:K,8(#GW*9%EL.0\
M#JW-8AQ2F\59]N2=Y*0,=J$'NM#S4/9Z!\O+X[C193%87AZ'UF5QUEWC#TO.
M(TO.!>\&2,[BEL5@R7DTK63)N>(=
M2LY2UMI@QWDTK^@[HNS E_QD"+@!KO0HTE=%@,<
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MY#RRY%P!#X*9C693%,ZK(XR\[@ &UFQC+T
M0!EZ2N;18'UY^(TVB\'Z\G"MS>*L>P%/^H:RYCRRYEP![X[F/%AS'JZU69QU
MSQF>-H%ERWEDR[D"GN/<1FJG'JPYCZPY5\ #S5E[0,Q@RWDDR[D$GFMH 1G:
MM!\UEJ%'EJ$KX$'=%V<%J63:PRP'V]##I3:+@9;S&M*U8(L
M._N.I#[:P3;T0!MZ2@U%@_7E,6[T60S6E\?A?8[Q);SR)9S!;R!MTW2(P ':\XC:\X5\$!S[M*6\&#+>0RM
MSP+K:K2 #*T..I,ER] 5\*#NB[," H7TO/+!-O0(J<]BH.7<)=UML.4\0NNS
M&"'U69QEYQI>DT#%-O1 &WIJJ]6L+X^GOGP->*POC]#Z+,ZZ:VMXK#F/K#E7
MP$N:LP98UIQ':'T69]V\,ME@RWEDR[D"'F0Y=Y.B%0=KSB-KSA7P0',6!Y/)
M$EJ;!=;59 $7VK35'7:A1W:A*]YI+O0 %UI\F,Y@&7I,JWG,&VT6@^WE,;4VB[/NU6:A71;F
M3[:<*][=L9P'6\XC6\@RSG%MH2'EO.(UO.%>_ 
M M,O" ,J66G"O@+9S;=&F^S);SR)9S
M!3RPG*>V.\"2\]A:FP76U6@!%UKK*QOL0H_L0E? TUSH 2ZT#2GU<; ,/5"&
M+H$'DK-MZ6%!@R7GL;4VB[&E-HNS[,S^=.TCPZ!"&7IJ?@#KRV/?:+,8K"^/
M/37@;020-L-CS7EDS;D"7M:>T@PV
M6&".I\!\B7C! G,<6J/%6?NT..M>NZ;2>;/H'%ETKH#7CSOOQP3J(H$Z=%IH
M+D*PZ!Q9=*X(!&G.VM)&L.@<7210UP@$/G1([43!.G1TD4!=(Q!8TW-(VZ;!
MVG1TC4"@0R]-6@SVH:.+!.H:@3H0R*7=W& ?.GHBD#::3*!^AT!L)D<7"=1Q
M"B0],S'88 X3"62IU4+Z^]AT#M-ZOVDT?B\Z1
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MN-'L%:PFQ]":O
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MP\D$FEK#5Z#NW+4?$-:=(^O.%?$@U+E+?I>B8
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MB\,(0G.Z)!X8T3ZDQ?K)2O3L6L(BCP*1")?HQN-*_PZ3J-SI.
M)\O)LT^->#T12#MO)E#7.D[/NFO$8]EY=JWC]*Q[$D]:SI[L.D_3.DXGN,[6
MI"7:R:[SS*YS13Q,=9:Z_B:[SC.'.E? ,PTMH$2K@\YD249T"3RH^^*LW@ED
M75H&FFQ.3Y,:3BO6^J?6N1EDZ+085*])04K,FN
M\WS*R=> QW+R-*WA=-J-AM/)$O,TK>'TK+L&/):=IVL-IV?=I2D>N\[3M7:O
M":ZS'=KO![O.,[O.%? @U7E+3R.=[#K/'.I< <\UM( 2K0XZD\6U=B^L^^*L
MH.'TD-;/)XO3TZ5VKXE"=$C[29.-Z.E:NQ?6U<#S]UVUMJ0.PDK+
MQY-5Y^DWVKTFN\G3M7:OZ:G=2UIJ8(=Y#JW=ZZR[!CQVG>?0VKW.NDLS/%:=
MY]#:O2:HSM:E8/+)JO/,JG,%/$QU'MK'EU7GF5.=*^(-C2UH1(NCSF@96K\7
MUGUQ5H"@&=I@,8*&U.\UP8<>FC$TV8>>Z$/7Q(.ZFG@#]M6Z%-4_V8>>Z$-K
MK8:31>9]TUXK'I/$/K]SKKGL23^J$F
MB\XSB4ZMW>NLNP8\%IUG$IU+X,WW
M;:DA7A8&T-2ZO29XSM:E'LK)GO/,GG,%/,AU'E+\_F3/>>98YPIX4T/+Q,F-
M-NA,EF1#E\"#NB_.ZIU -D.Z"V-K>DZIUVN"#>U=6RUB'7I.K=<+ZVK@S?=5
M[7ZX](5G'7JB#CVE1-C)GO-<-WJ])IO)Y(M#2" 3QS^HH,(%R^G-%H*41
M"+5I=;"80$LC$%C3WYX!(+T=$VB)!%H:@=8[@<*D06!M>NX$(.W?80#M.P!B
M@7GF5.?JJNP[ &(U>6X10/L.@%AAGEL$T$8 :6_' -HB@/8= +'I/+/I7 %H
M:P#:""!M%!A .?VY M#6 +3O (B]Z;DU .T$(&G&Q=KTW"* M@:@C0!2?AP6
MV]7K2 !2%C<6^]#KN &@Q0+SRM'/Q5591P*0$D *VL.A< PKKRJ[X.!)#VX20 K2Q$
M%P#"NB_.:N)@*>O+B[WI=4@ 6A@1/:1%I\7>]#HT &%=":"S[ D@:9%@L5V]
MT*[6'@NTV(=>[0Z 6&!>3010NP,@-IA7CGZN -3N (C5Y-5$ #4$D/358X-Y
M-1% +0%(^I"SZ;RRZ5P!J&D :@@@"+M>G51  U#4#M!H!8KEX] 4CZZUB:7OT.@%AS7EESKJY*1P!)\]+%_O+*
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M;-H3CQ*TS7SH*YFWL"'O&N?&?:K%_K54XH 
M7^Q-KW$C]&>QZ;RRZ5Q>%@S]D?9[%RO,*T<_5\S#3&=QEL<.\TJ9SB7S0$[6
M[,[%;O(:2T,>A#7/0UM>98=YC:TA;\"]4Y>2#Q:[SBN[SA7R0F,+*-'BJ+,1
MO;(171$OI,;X!>+T[D,;+$902*$;"Q*B]Y0V3A>+TPO%Z9IX4%<3[UGV_$:T
M0R(5^]4+_6JMX72Q.+WB1NC&8M5Y9=6YO"Q((&VNSP[SRLG/%?% 8E:)QQ+S
M"BUT8X&=K 5;+Y:35VR->!#6/%T;3I:8U]1"-\ZZY_M)S]5=[#JO[#I7P)L:
M6D")%@>=C>B5C>@*>%-JC%\@3J^N?459G%XH3I? @X#HM;05(Q:GU]0R-["N
M!MY\7]FV!_^DTV)0H5\]I9Z,Q>+TFC:5,YQ)X8"679N2+>TM@"3K0ZZHR6K$17Q(.Z+\X*$#2D0)3%YO1:4NC&@HCH+2[D
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M@LJ,670(/ZTK@G66GL"6MXVW6HC=J
MT5/*4=KL.^_C1NS&9D-YY_SGZK*D8.H>^LK0IO]IUW]ITKWC4@BR39;_:==]-2-["N)@MHT>*8
M,U>R%%WA3I.B-Z9$FR0.;;:B-UK1)>[0=K:AK&]LMIUWTT(WL*[&'61)A_AM
M9TJA%#VE[([-&O/N-S(W-FO,.V<_5U>E(WU"^LUCW7EGW;FB7=*=-=JQ[KR3
M[ES2KK_O2C5Q.!D_V7:N<-6?=N<(=Z,Y:?MEFVWEWK=T"ZVJR
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M_$:_Q6;;>;O6;W'6G?:Q]N=R9*-Z IXFA&]4T:T=C/#1O0>4KO%!M.Y'^+;,5F&UFZ!
M=65#[88DZ:UQBH7HC4+T=.F#S@;S?AK,UWC'!O/.R<_E54'^2";79M-Y9].Y
MXETRG37>L>F\A]9M<=:=L;G2O)M%YYU%YXIWXYT_4WO0W6;3>6?3N>(=F,Y-
MDJHVB\Y[:+T66%>3!7QH<=!9A]Y9AZYXI^G0&W3H:4.ZEV,?>H?4:K'!1(V] F>.Q#;_2AIVNCR:"*&ZT6FP7FG9.?R\N26BVD
M'V,6G7<6G2O@Q8U6B\VB\TZB-^0ZEV\ODR@+#I7Q M\P+)+]YAL.N]L
M.E?$ ]-Y2V+ 9M%Y3ZW5 NMJMH /K8XZ"]$["]$5\C0A>H,0W:>V?,5&])Y2
MK\4&T]FUIPMN-ITWFLXU\J"N1AXD23?7EIG9B-YH1$^I2VVSPKSGC5Z+S0KS
MSMG/Y66)&\ACU7EGU;E"7E*=->2QZKRGUFMQUCV1IXD(;#KO;#I7Q)NPH,/[:(P
MQ$+T1B&Z!!Z(SKZT]086G??2>BVPK@9>2I+6;K59B-XH1$_MMYT-YKUN]%IL
M-IAW#G4N+PL"2'KL[&;3>6?3N0+>NM%KL=ETWDOKM=B0PVS:[Q"+SCN+SA7P
M]CN AF]IUX)-YYU-YPIX:#IKOAN+SCO'.E? VQI:P(=6!YW)DG7H"GB:#KU!
MAPZ3VJ$V^]![2ZT6&SSGB"7=VK/FO+?6:H%U-? VM%H<4I#B9AMZHPT])<=^
ML[Z\G_KR->"QOKRWUFJQ,:YY2U;\9LUY9\VY MZ^WFK1#]*J.Y_U
M(P#H<4P&T,=+ O!>=>=2M>(^? N.X?>36BU>=>>L1?OS,EH^7A* E^HJM+S*
MXM*@9[)\O"0 +]5]<5;@#+GRG+?'09E 'R_]=>"]RDX#75G0?1R4R?+QD@"\
M5% N!I_TX&U<=+5X'W."@#Z.,E 7BONBM[5_T@
MS?GC)0%XK[IKP"/-^>,E"7@-^RR$>[[',0R@;#E7P(-\X5
M\,!S#F6=Z'$,HZ5)?1:IKD8+VM#BH#-9L@U= 4^RH5]EY[Q3D;0?!S&!FM)G
M\2H[%27EGN]Q$),%/><:>%!7 Z^]+VNWH<23/@YB4*$//96PU\=!#*IVO<_B
M,9%@ '6IS^)5=Z6Q['$0 RB;SA7P^O4^B\=!3* N]5F\ZB[DI7R;E_';F08\
MR'6>6[EM>AS$!,JF!Q$",(C>B2>& Z/VZH)>Z3Z?SQDD2\OB3B]?=5;?>A?6285&A$
M3Z63I!^D,'^\=)UXI#!_O"01S]H-XI'J_/&21#R[WFOQ.(@1E%3GDGCVOBME
M2H#)XQ@F4#:=*^)!L+-)SSQZ',0$RJIS13Q0G1]?/NE;1:KSQTL2\4QC"QK1
MXJ@S6K(171%/,J)?9>?&J1*5\3B($61*L\6K[+F@*STK_G$0H\6D9HM45Q//
MX &GKA&&E.B/EX!XTCT[.DHCW_W=V=LNR(\45?I4)[FV4/Z62)@@N#.$[/\38
M/@R$@2&&X_#K6Z?9ZNZ5:U*LK3NF3PK5EEI?ETK?2B6:/MI4GUSGQT<2\^+8R6HCJWP$L-+6A$BP>=R5*-Z YXDA']+'NV-)!^'4B)?GRD  ]49W71
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M&P90-9T[X$UL=&3*"J.G? F_B87=%I?2'5^?&11+Q-8PL:T=I1)R/Z
M\9%$/,F(?I:=V3_ML04IT8^/%.*!ZCQ7[9D]JBID8H.6G>L0VC99?"%J6N1PL8T>I!
M8+)4([H#GF1$/\L^1K5I,T]2HA\?*< #U3E=:9%Y;,1DV:6P1:GK@;?#JO:F
MI)V/C1A4J$3/H1U-!M7^^;#%L1$#:)\:\'8$D#;%)=?Y\9$$O/WS88MC(R;0
M+H4MGG4?P%,B]FZL.EM5G1O@&71TGL.T_1&!K+K.#? ,7>=->O1H[#K;(J4M
M2EW+%@,E6CWJA!:K2G1#/-.4:$,E>@D)><92M"U*W.)9=NY/T]6,;6=;I+Q%
MJ6N9=Y:=736DQ^C&5K2A%3VER:*QQFP?&O.GF&>L,=LBY2V>=4_F:7\_,^,Y:SN?8B/%2?.<6>J;A!;1H^; S7:H7W5%/\Z+-D$*K1F,VH\VDS(49
MJD.;$N>@8OMYA*.\5C(Z85JM%3R4X?&S&M[$;HPMAE-M-"
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M,#:C#BI]+AV8Y79\D;H
MPEAEMM1"%V?=YX#'RK-5Y;D#7MX(71@KSU:4YQ9X^?YTRJ2HC['Q;-5X[H '
MW9U]2AEZ8^79JO+< 0^4YQD26MAXMM0R%UC7HP6;0(L'G@.>)H8;2!&
MA]2E]-B("912YL+ >(Y5>BYH;#Q;:ID+K.N!E_""BWV1;NW9C#8TH^="B21C&7O65CWKO1N6\D+F9]DY'=2^HDS'(4Z\L&Y=NM\D
MT+;'T-;X6=NV<3GS>@UK:@=KWAD5XW&($S2HFV\KP&58,$%+[4:9]6X;98(F
M_52RCVWKG0D:B]:V7D_0GH>IB-;=V5O+C:1TF%BTMO5Z'O<:EH;1U>\,BS&*
MS:=INO<:EH;1%6:%0_PR,$97$:.KAE&PQ<,EZ=/8%K=5Q.BJ812D9G%L
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M.MOVOFB-6K"N)9Y#__%,29)WEO(=I?PIM?1D2\1Q]=N4U6<JQS?$P[J6+0X6O7K4"2U>)?J&>%AW,:IW!$V?
MTG>=77LWJ5.+0V?QN4FK ,ZJO9O6J07K>N)! _+P73HY;.0[&OE3>3/%L1&3
MZD.-_QSQ6(WWJL:WIP4))-W7.BOO7IN!=\1#YUTD'BOO;JM&/'#9A]3EVUEE
M=YL:\6S"127NCPEDFT8\@_YR+JGZSFJ\5S6^(YYI; CSJ+-![%>@[XKG4
M3L'!L]]3:A_G[-F[2ZU:'%J+[UJ;,F?/WM&S[XGG+A$/.I"G2YT2G75\1QU_
M2DWMG#5[]QNM6IS%>*]B?'M:D$"2Z^ULO'MM!MX1#Y1WE7BLO+M/C7C@LIN(
M!';9W3<->5Z:16GGCQ'D6J^6L^Y$GM0,R]F-]^K&=\@+#2ZHT(N'G15ZKPI]
MQ[R0.BHXF/;[(KT P-FT=S3M6^9A<_'%M2DXJ_:.JGT//:CKH0=-R'.1HFC.
M1KZCD:^I]LZJO<>-;BW.:.\J]%A[]]@T
MZ('/'I+CZJRS>VC=6LZZ,](FB7_.VKNGUJWEK#M3!-*WA>UXKW9\A[S4V (2
MO7C0V:'WZM!WQ$NIHX*#:A]#>JF=LVKOJ-JWQ(/FXK%)\I*S:N^HVO? RY2 
MASW(M6"&LY'O:.1/Y9W:QT8,JKS1K<59COG!0&D+;JP]>ZU'W@'O-QN
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M*J7CG85K+\)U"STPJ5?MYHE%:B\B=B,EMH\O$/>E/HI.'C4
M'E+/5F>/VM&/;HD'>K1KK\QVUJ,=]>@>>,6/;H_"^_+V)B6KG/5H1SUZ:J8+
M^\P^;W1J^YXM]WHU.+L/7OQGEO>;>]/IVR7
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M_P_#^$,V_QS463:/N,[PO8Z21L_(&U!G=SUJF_CVY>C!N)P& 5/N(Z$?@:
ME@;0@%>\2U,J]N6C^/(MU4/C9]'JI6>RP5I]5*V^PWKI)M\."WL^2]-BMN\C
MM!!BJ>L)BI:^= K9T8_40HBEKA\5N/S?;NNE<3%#\S*%^!J6U$@UP.7_AD)I
M5,S0U,**6->3/>%QL&W:P6(DH\P_):\EV-*/O!%6#-;J(Z_#BJ_#I#$TQPVT
MLZ4?M2%^>_8TAN:-Z&.P]!]%^F_1GAI%$Q02:6+%R8#(ZWSD:U :0S% <+!+
MHB@G"*(F"#JVIW8;G_!BZI2>DP4G#6)H<Q_NC[^E2J_K@
MY$)@[@2$*,&[',X Q!U-;Y[>G3.#K6&WCG2$)@Y_P>[UKK_!CS!MXY
MX1#C.N3Y&I9&TH&^C#0HQNBXCH*^!J5A%-(2N6FW\YR6B)J6Z.B^:O?S*[;$
MD'YS.%,1M:M_!_=5Q&AIZR^-BAE:F_IW<,>ZBU&]4W1H;],-3F@$)C1:MFM-
M_0,"&D/KM18N- &IP4")J
MV_SV[&D,79&AV@\SYRYBOAUG?0U+HRBVS9=^Y3GK
M$?,Z]/H
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MEK'%NAXLD$(1CSEC9=7R
M[NNUMX0#KNV-X)-+69K2OI=$BUQN+$TEQT"RQD#:/__&NGUROB-KF_SV>H(F
MU8LITY[D@$ZBV'!_&>8]#.;G 5)
MT^B"+?4W<^GZXIQ'FK9JDR7GT1Z']U6;59IR)><\TLJBC3)'2DYFI-U8M$D.
M4V0-4[2GI2QI:_MC"M56^1WU(/^@4H\#$.G:HDU"LN$X2]+YY6A#NK9JDXZK
M-KO43R Y Y$NSEL/(>32PDU"5_UO*QT2_#D'D:ZMW*1+*S=GV0<1&(.8DJO24E.
M+J3?6+E)#AMD#1NTIZ5 2)HI<(H@:[/\#GJQW( >!P2R=,$?S9.(!//?YY">
MVR2[_QFN418:W!]WBMK^F$+8W[ZG; !>EE5JP)P<)L@2)F@I"RD!EYK-)(<$
MLH8$.LJ&M#"3$!*0#SO3I?;+[R@;4H _H:W^<=\A-:I(S@DDY@1:RH+_GZGN
MCSF$ 8">LEH (*']OIN42TA. "2:_5/JYICL[&?>:%&4[-AG;9C?G1>TYQ?)
M[DJVY[.VPN\P"SWN5=Z5*;YG?4@[J+8;U3:!Q'5:(Q
M*_294H.0!#5^78:VL,!J?*(:WU.OJ/'M<7A?9XIM2-\:5N,3E?>IW9FSS)[C
M1H>09/<\:]/\[KP,I)"4!DV6RK.VP^^H!WWN5>JQ+9XC->H-Z%+DBWA F4)C
M:-@;T"G-4GORP/YY%O^\Q1Z(Y:Y=Q^R59_7*.^P-C2_HEFADD<:[XP"=^(=+[Q1+ML83
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MC;YZZ-EQSMI'OV,MU%V,"UZI>)PBZ3> 7>C<+O/#K_W!B>
MM5#7LQ9D:#?MV2+;T(DVM(E?/V;6=B,8G.PEYR:R"#O?#^T]%\G*<6XBBZ#W
MO2]BL_UD.3DW$48;6$%Q3/^E^PC6F+-JS"T;M/G.MM\Z%.P[9_6=.SCL&K1 
MB]:/&(O1B6)T2P?HO/\MV::IBK=><=9_R:P?[Q:-VMV]^N\^ZCZ=S
MDB$P6$,>8G/[H36W']#<7AT5H6 L$@K.LL\= P+!0*5Y[LH/[&!5>2PW(@N#
M%>1AFG
M\4"O.*2F0X.UXJ%IQ0-:Q\N[8ZJ@5:QUJ!KL 0^[D5H8[ &/VJ&]_?OAQWZ7
M5B$'^\+#RB6N_#@/]H"'W;G$V>\=Q>]M_W['2UR[Y-CO':5UN71G.5C;'7=:
MEP_V<<<_:5W^^OO+4Q?I^\^B[4#15NOT,%B,'7YC26"P\#I*X^_^[\KK$-468>7$+*R)#1891VHLFZ+=!Q941UQP[88
M;)Z.T&R+$<6VD/C'YNE \W03_W_X.HH;-[V#3=%13='V[R]]HK7]\?6&"JC6
MB6VPLCD^7,Q/_OU\'8667QFQW3G_?+VA8[E)2Z*#'N:MD)W*D]OAM)#Y^$\_;\WK[ZW-_WS[Z9YOQ97.M
M+#[GSEFN+FEVRO7?TS=GY]^]_.7/QR[MN__S7_U
M:_K\=_;][^V7/O?O?_]+]8_S^OV_/\XN_^OCO#S^=6W^=3[^=3;_NCW^=?OV
MK[]^_5F__&_G__QYR]_^/KM?WY[M/OSGW[\X_,_OO[TMV^;?MO!__WT\_\\
M#N-O_Q]02P,$%     @ K8E82#WZ*U>* P  F0X  !H   !X;"]W;W)K$R-O+3W6_W2-UH>S?-]_:B=1?\K,JZ?=Y^-+NM
MN75E4>LO3=#>JBIO_DMU:>[/&[IY+'PMSI?.+82[;3C9'8M*UVUAZJ#1I^?-
M9_JTI\HA/?%OH>_M['O@Q+\:\]T]_'U\WA"G09?ZT#D7N?UXTR^Z+)TG&_G'
MZ/173&?KI7_FK?ZQ93?BF-WL6K))CCJ4WXKNZ_F_I<>&RO,MWV\;<@_::N^U$GRS>."?6<#Q6@D><@F5
M,U3Y $5#?:AB+$:%SS&J."$2U3W'N"V"$A_+CCS9$92-%RB:!?J#DIB1%7LC
M]B+%,)) "Q3/(R6,4#3S#&"<4^L/%0XX)B/.5PA//.$)%(XJ2A,8228"W9-[
MP%&AR.PD+BI2GB(%%46H(@5J1!.&5CR#&)=Q@NH&F!1JMG,795/B]T$"A:.[
M/QVI(99(2!Q35%,&P>5&L >@WPF6Y?_6QBF4CZI*1VH\O8(*CA_?S ,)40E>
M>P^,$T97G'3*?/D,RD=KE8[4%$P(O$=Y'&<+&P=R[F"L:*[4'RR4 ^V,X+$X
MV,Q2KNF(U)]!% XAA@^AD1ICQ1+?S!G$5,03O,5"CA)!U9HZ^5.(PC'$\#%$
M)3C-L6(+YP9P5KI<M7'K?8L"#G.I9:H=T?6A1.+5Q3
M.E+Q>!8B(1+T%>P%N!,*W5F9YVVQ@>P]$#:0Y1RG^5:/.;J%]TW\ 435>WD\
M7FCAF"*^MG#V$EWIYMS?7MK@8&YU-[Q?3:O3#>DSB;H-7T]GK0G]3.!G3:9LJ^63K=+'WQ.FA
MU*?.?8U= 8>;T_#0F>OC(CC=1G?_ U!+ P04    " "MB5A(8R1NYYML 0 R
MA04 %    'AL+W-H87)E9%-T&UL[+W;,A6\,V\*)?I&OXL[PZKAS)+9]5]EJV7B\.HWQ\>+M-\]9V_6>5_
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MB__G[*G^W/&F+&E]>36%YW[-TK)SRH.#,#J(PXZIWN6+K/2/X;V[HFS,E+ U?KLNU^[P".[O\H>BG*=K^[\ZW6Z
M;@[P:];X2$;X)5LL#CZMBL>5?YVE5;&"G9U6U::Y-7GAYV(!ES$M!6"-<<^+
MCA+? J(5*3KKNT4RR7MU,?T4^-?W:9E5_L5F7:W3U0QVUSC\8E45
MBWQ&Y_$F7:2K:0:O 16INN^_?<$']2^O )IP& \E$*ERW8(%@%KX_P)@E=T7
MBYF?K]89+'/= ,2;3;[ 15?T0KZ$,3]G>.*-)V^R%5[K;8^\VY2K?+TIL\"?
MYU_P%QXV^\LF?\ WZB^\+XNJ@L5]AJ41FN4KO]RQN:Q"L*530,S-@F ZRX P
M3W,F4;3W)>+97^F#QLEGZY=->)Q6]S3J%'_!K7Q.%VV[/]6CXI: *4SM@_^M
M@#/P/\.W");ZNQ]7M_EB 8^5]#IL)X-I;A< R576 -O;;)[!E8(EW>.%KP+_
MKBAFCS "+;18WP.-2*L*,*SU_2M89YE/<5FXJ08]G4Z1E366X1=S/UTLBD?"
M8. *_JS8W*[GFP4>![\"C[P*@T%_1"MY%07)N(&^-P7"F]?7.-[3HS>G9Z[^J_(?T"7=M0;, LG!'"-6DD?GG? 8WN*R\[8=FF/*\);[Z>PSG0Z^
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M*M"UE[PL0?1MB_\7-CR=7_IX<
MV+Y_>GY\\>&D*6D*OY;9.K\W0H0C\K9AT G11>)#PGEDBG@@@"7W-!P,/LMN&PO@&J?+4_%HM &3[[05*]Y62IY#C9A
M'FLP7QF?!IZUO_/\
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M^PELWT_#<[)C/XWGMRB39*!]!UIS]7S5_.CZ1__=V<4OU_Z[JXL/
M_L7ER=71S>GY>__H^.;T9S(_-HG];QMEW@5.C;HAX!NP[95AZ? Y_D668C23
MPSV;^;=/EG !*C].F9D9"OL
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M[=77+;W+L7IJ!
MM$.3+=I KH.:^M=QNW!3C
M51O1GSXW2J(SG"( !>TN7ZU$A7N@2*,7O(T:;>=[%^5=NE*"'0:WH?&*M(=+
M=$$#]6P[S>>]M<69%_;\BZOW1^>G_P=H%Q?G%-'PYNCZ]-J_>.=?7IU>/96WS;L+?-__D)9/"_:S6Y^OB[N,4/HQ7]_[:'VPU5M_;PIXE>'99@L0
MZ) +_/UO_]^.0LA 137)V&;AN)-PYN^*T9T<[CM#@@EL75JB\ONO[O)RAYH^?]/PCHD0@"I&=3"N=
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M3B]:=U*[/5$8C%R U+>V?BPZL&G3NR=)5
MVWS[0C#+C. YS19$+!OU7A13T:2 +,,B?.(,2$9* 'N)* 9?
MX6+.03R[AR'70F+P,Q;@IR3='!>+S?(V3WM>.]/$R5$OIBVQI&5!020:(&.5
ML1>J4TT7;M"B!9N &,@R_:U [?> X0R[/R1;/LMGF6L[#@3"P@=PIS#S TSR
MA(/7^7G@G_4N>_Z>D,Q6UR-S9 3Z9YB"J*Y6J)$Z$[B1V[6?[2R#9X%CXSFL
MD5OCH=UF]!R?PQ/\N"[ R:/7_G5^M\KA"8S[E9!%
M6B6 & /[8.W_[M?TP(\N)OY$F/BSX'U "[:6^O>__4\X=9 ?UDJ@W8')@KK)NM[N**?"UIHB;[2BA;6C1"P7I17X)F?3T^( +Z$XBO4[:A&/S](H
M;"'CP'D2+^%EI,$+A @\ E_F^-AK?R_@WA,C1LMZL2(<*G"4O/31A5(L
M\ZDE7"MTM=;J@ 0G+18P&RR'94D0A B4<$JWV7VZ(#> 9FV%J$,I6;CM90!I
MKI;(!F3=:@W,TQ0MM7"_(L0W[#1?(_ 5WC-;[*:P/&S+%SC(#/X0;FYM%:"*
M"[L%8J" ,"\P/)18W7V**B=HNZ!W3"MS?QZ*1R0=!6R8(O!JT,1S"?CFK>'>
MK+3:"*I8 :2D,C0?&35 0<;HH#J,6L#!*$L,T.XUG:%"W-8[)->&S*YMUT-=
M!FVN1*)!"/5(! F@;"U3\ D? M+>H=GA7.@G=54\6GON]!+W
MY]V^HXX%2.47V<,.F-VL?ID3S6*G49-OQ09NA_GPFD$6D0U>F.OC\Z
MNE37!)_2K*1#DFL= )8$U D/R%@6-)- Z^N2KC)Y0ZMJPW$;BES-Y^K&E)2K
MEI'+5,F([0XH97F; E:CD.):"[O>X5F(I:JKW;9)10[;EJ.B?3FL73F!9IL2
MR8-Y"?]BHQC!MMH&!:2HMR3B ^ -_.B:W.=(33$$GB8#L5?S&'H-!"P69 CQ
M2TK38ULK[Q7FS'K^CT"=/B.QNJL\PV)=K@7LU_D#7060%_3%7*0V\P6
M:>FTIZ!SI' E10!I"#AFFQHEF/>BH:0BN/^VF=WA!AV:3[N=@NQ/>TV-K/B@
MY%[<+_!/&(,I@(SO(A2!89FBKD$""2P%%F@QQGL@?0O2%'DC/=!]8-,4G&+6
M/B6*1Q0QYN.5(F^;E=+/$
M",!I5J&POMZ8W0@\^&7%( H;J7O^,>\/6?["LP+U&\-)VY>F%CV\Q,D>@M)V^/S]]=WI\='[C
M'QT?7WP\)W?HY<79Z?'IR;7'GDOO4CD<74^F0FFB.S.\K^BQ &6_JIZ?9PE@
M1S>'2!UD:N2WA#MWV795OI@Q[S;\F=INR+&5&'/0\ZWX?E!#';\I/2P$$>D;
M*OUX_HW3+639M%^;&0C*4E"+7L<+ .),6@.W,:F!@. /
M>I$1$%[Y<2]T)8B!)=\!3EI:H@Z);JLTL3Z*;R'"Q7Y,[_%,^)A(JE%#E
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M1].9:#_SM;AEV[>U#)W: Y1
M_"S56G%0^=U3_(RGP^@4M>1YYNVL:L'SAVK^CP]TX;5XTAI/:1L-C$Q->B!P
M @FBQDL])=4"<-0-]:W[G-$]$V@_50-$C$S*.-T6.]Q445&905__G3+TUJ9L
M+A9MLZ#L?,Z$%\$)^QPHRY!5QE7DK,BWY%,V&+'%E,^.KPC,=I\_5%T7GK!=
MY2K W9MF6M:4'2G8=6S-7%/F:F8SM3DQUAM=!#H$%&D3)=21U3$MZ5>]%FVP
MSAE(&!)>6])AVW(P5"V;N?MJF-53V\&!HH]"'W5_W2,A3-%F3BY2&
M#>=6 :CB%C4K!"GIM$RO=!AC13R(5$*,+41M %8Q@WW>98I],3XH')4P$(O_
M,:9N,/$8:1Y:'8M-11OB)3!%PCP$892&T%!0T!RQ3G@%$WT:2_M^ 5.0FSA1
MW9K*\A0E^RO-O:0;K$4MH;Y2$<76BGCQAD$(\EL09,3:=D;:!)BN# 9K&)MC
M89NL-81]#CF"WW\$>@K/H$X)>C1>3(E;-_?SP+Z?@OS,>VM3*Z8!=%E8(]^*
MVC52.K$L;8_Y2FK 3:QU$W-1*Q/FB&CSO$79@*Y<2%J@+11<5-A(/@/47$N?BM]JWCZ!R&*U\K_7&;33@S9%E6C.M%,U;=/Z6E
M6YZ0WC:7K6[$1.BB:\Y9EB8(%E1X-% \4TI&E$MN^>1 M;'\ !B#3:).NGC"
M2$Z*@&\#C0;BRKGTT[0LGW1(KS*OW#\]H$*TUK;QJ98E#S8/%T.B
M8(*Q@(K43\,C=?J233=8&$-\U.K&N6S?75;@[I@V4CENIKI)R0Z'UK$H3EJ)
MPPH7:!WD^T">#-D$TS_+Y-0)"K2%P>!$& %U4*!;-$'1V.5VH#C;-FQ221@8
M(9E7%<-XD=VE=B*/DO_5GGN83NZ@[S:40IQAJM047DT8&0J"*?DZV%^SMHR$
M-NYG7T3$UJ$9[H#Z&O!T()^7Q>.:Q#"Z%GSCQ9"%XP!E,6,UWC:_B]^#8O^1
M#>62F<+'F&K")-R.*990?RV(-$1[A[;2X1&(=Q/03A+H3MA&P*P .RB$=)K>V"GS!?]B$1YYA0&O06PKE 6J(
M;S8.-.W?9'F8LV9*KA<@\XF#@^
M4R-#%J43KMQZM?CNH*<,73^"=NR$PYEY>&L/[#'2KC* %@V([P$!%4NZJ2TB
M4TR72!C$ZUX*7.>*I2&V+"E,
MPHK&< ,8UFHY5E04V51LO:#G'^G?Z3U&/PP@$D1B"U,^WR;WTHV1(%CMO=4[
MK4#B7RE97S1O%6NDXT8DI7)?N#7;%]8F_,6VVI,3B@RN+,\)HVM5? !A"F$\
M!!"#2A02B9:Z4NNYE*Q:W:.4@7Y:)8ZGRDFLLL9V3VLH25.MLY96)_,V1]T&
M4,U%6Z!5T[]M22WU5QMR0W#@@O)+JQB NM??&'DZ93WC]!T]-RK&29T3B9V. (Y;Q5<]<^%-:";O,U=TE*VN.L7EH
M$R%W,[#7J=Q5=YMN( 3?>B3-"[19UL["@A9C!<+#/U
MCV1PAR5\K#!P5_S6RH_M_:BXXG6ZR+Q?,*C-+4AO[*!TK
M.@YIS>&:W(79FO@&:^_UW3;)*@Y]6Q2?7-JE#,VI97PSY7]S0K'T=D%>K)YW
M.J])%RG&$C,>/R!K+C854!(,QW"(Z&:C1-:LZJBS9Z=.!G(C?YCWA[78X.:Q
MOJ.=BRTJ2STZMK*TKE95J\U_2(!?\*60D6#PYSHPNOP\C5P%=6B/$DNFZ3T=
MXY.V7SCGR"'3]TZ*ZQYQ1SQ^KIL!,BW1B-EFR@+;7[.R8"&8II)8>$P=X1MK
MPN^%N0(]9-+LIO/<;5)LJH'N(2MA78%-Y<<@KHM:]IB3\PC+_G'6Y0SU'73)OL'1'9P'T
ME_S]8L[*&I'L5D;2.EMBUGGYSU:XK*UJBM+QP Y]B]_2KAK[1E...(CK5"&6
M@DB[,@#VGZ5P^3K>]W])E<88+4A&_8_48<3T_FV*BU)#=BHNV_46WU)IYJ&N*]TY4^.&+WV V:=Q:M]-QCV>16O*;HU&4<&@F$R?#;X++B1R5
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MJTQ2B"0&4$<V!!0JKV06@3 _;4@VM =[!&<_\[RL+(6&?;4<4CPW<1 Z
M74YK/)RPO$0KDQC=2)PGBXO:1"WZM'; KHK1-&(1J[3"P?+*]"KJ[KF
MYK.JSXZ+W;8"SN]=*1335ENC:*\?BP/0;1\:*)>C]@U< T/YRR>M^FXY5EM1
M-8L/*'[(#,YT6XR'HK:ZQB,KLY'MC&LKUA0%'MRUUA*Y5'(]QV3NBM@* -FL
M%;>0E98@&R+2>*<4(\[7VUZ6Z&BH"*IG,69$/6N7)!;5I>-)'Q<[$V8H7F.)
MT$,*M';,A-J.2M=U*?%81 -) A;[SE,MB*3A0NXU0Y->G2B8?=/GP?I$#R-1/J&.+1Q&]*ZR>+:!O,M N-QL-#
M1%"4F6UCUC:][:NM+$>TO3IVSE'9)"N+I+8BGE(2-ZW36P+'@WM6\:JYGP66
MLCD^U55'TKJ]R+6=KRCX4HR2VKCF;%>\AV:;5EU@%Y@=>(?WQ@4%CJ\#Y%?M
M(& @:6B+H=Q3RMU"0,QQWKK;,MHK5.@J.52\M^,V!.DEI(WG+\B)+;Y[G! Z;@
M,IZPOKD/FIYKM<=O560XCT![ZUP A:,J1[R1.,FO[SHRC^8L
M;%VI+V?;W,(#[!Q_)5S>W.<&JJ4E+(BO48IW@
ME'C=9\B4)O3<+IX&WKG5O$\*E;(+I[+J:FH*J2!JI7QT#V=33[NDFSI[4&%1
M<&9K7HV(B+&R=2RV)IHD7+$SH2!GMZGUWJHVM;JQ=:NU!Q7=-&'3XWEE(2AAIM
M6SY ,PC:(D,Z7KTQ 07.F$C0UB=T^'1] U9@EI5PX&2=FZXCS/EUS+\JF,^Q
MS!(C(;D*BHZI+BB<&KI<;E:ZJ ZN5\>TJ"=;DBN<+,@/.R*,=W9!;BWRI6L[
MV9'>JLB351ARC;5 [P) .%).IWP+L%JM^%"I$88#"OTF>IJY/
MR%@;HZNP/T(6R^:&2.0\1]9FJY]!;]MEH9+!YGP9[@8IG;X'&& BAT$GXS9%
M("TYQ5MQN!!-8\D4MBOA]S.D8'1 >?56J%SYCQ317.G$G;2C]#4[_[@6O!E2:@MVES]U+SD&^*;&
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MQ6 46=%X@+HJ&0&%2-2"74LJ"":U$4;[+\AA=DM-QSE8O:5A
M.8<+HR?JY%+8.;"9,<%-L
MZ.%0>_+:ZH:S8@7H^=*O^I&*G.%Z5:Z155+9U/ C23_5]GEC-];U9'6\L:6O
MVV=0C]1BTP!B@^D!:QV+*5Q&7AZD/:@?J9@!>V:36:,4$JN\^\RR'Z+'A30S
M"3JA%U7H]#[>7(2%X(_>CUYTJF5,IWV:-;A3J-Q:(9V]6=P>%]Q3?BU+&;\K
MJ5) /N?ZA_O2X. 9^V?-\5DP$*N#OC#FP-&0CYB ]T_ X 376>>CP>-X ^NW
MT# -MZ:\GB6?U]=8+Z7-P*L]I)<\?=('2U8T(*L/RN[2( D=:] [J-4[I74HSQQORPW8V0C1-']L"9RP'N1E#O=%![O?\\21(
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M[8VJ?'2NK 9R\C^H34Q^ITT,MFQB-'K!)J)8/\R-84@\
MX.W\H*,I7H6]Y'=:>;QEY4G-'U_30R &UIH-?GF
M95)'6_,ASW:$NFS%3?L:;Q#!Y?>N/\I#5LO<.E653=R
M!^'W;ZZO=!0FKT"%[LA>2O6#B\"!@(,Z$F",QN%LJSRJ:J1N=59IE8N
M5^_>.58]*!+T*(C"B<[;& =A/+'R-J( VY7^?EE<-_U7/LJ"<81
MYY#5&E?,L/ZX\H4J%9-+T*'!B%NZ:C<](;P.C55^P(MU=]0LNA?WC4IB_/OK
M;&EECSIQOY28;BK@8D*T1#@@EN"YB%.EU+F/*@>4Q7MC*G"KF6-5"8(4YFI1
MX+D=X;@]_A>E%F,S^=HS(P=!X?0=V3+GSI8+/>\=WN:?\39[/^8@(I73^R?"
MA4I:/_KF"?\#1T2R>5/*IB&0_'O]JJ0/2T^S;'J_RO^"@7I6F)"58@X+?=BL
M)4^JD+"^QKM"9IV\86799[V.LI+S!_(IL2Y'#7_-G/(@W.G45&DFBPNF7V*@
M/+*6"@0RI.U[Q2U:XL5JC2O<5Q*;:C '*\%J]G_-&F7)-2Q>>__O_^.=H=D/9F51?67.8%W5SW7.M+5NX/:THP $VOJ JA9E]W U:!1V
M_04[9MVT";6#& 2-J!B"/KI FF>:ICM4ZU7]90B$5A\X/!A7]Y1CT18@ Y\S
M:XL66J1*V8!A9;\TS&>J^@G*N(9P_-J_9$@4I<%O;65F/JON@>X7AM;&>BUP8\#:ZWKMI%P*AG"&16]V:CW$),S7:@6N!>M3;6A.[F&
M.9W13$BOM61X&(*!LHMC@^O8HB2X(V("D^=%5L:#9D<0V-8MM*]6:[V.AXUD
MW?20U"LY&NZ3+S+HR=&0[P"&[M@I@#'^ [?0M;VP*S HE2U;NCZSH[RI6.T@_HSU2_$BF;9W>DI0\,YZ %6?)JXYOK)?J'7,O<2$CC?G9(Z*+
M-VN8,G[R&NZR L3?AWNF_ACIC;'&>@&!?I#R8!R/G]Z&4QC(+DM2:K:-S^&%
M:!Z@M1LX;568)VM$;UH])6LA2@U5CHAI.PK8D7@,#C'0HVW>S6+K&*"V9BQY
MH-.FE UI2J1"A4A()JZD,8.&L-1%L"V;,,6H<-ZB%N#$2#>HPTFJ:ZD:QR31
ML\#Y:%T#V?*UJ?NG=H>S1HZ(=.@*$,8SC8M,9J%4N
M>N)P[IKVY)/ZFNH+V%>79V:\)G;B76M[4*LHDA E!*DCT2M]ON:%-[%4[EZ0
M:RBYV !"J]_N<5JGJ8UFZOPNJ;$BC%_[)K S;K95*90BNH8VS=G"9RPSY/QI
MQWF%EPKM]$M6NL;HM6^S"=^P"1 NN-+NQ=R[DE+ !Z<$8*MWO&>8!+"5#R!6
M6$P%>(4ZDE:V\O&!!%ON,_^1V J^?="?Z#A.$MZ/M0.7SN 8Q&;0>]"D?%,\
M -T;]H?[_MYW,(9Z_SN,BC)_"+$ZVA7J4(
M[8=<*A)36YHYN[8P>9FD03O)!$:3U:-LB>'J:=G.A.9M3:^%&NC*Y[-\-H>;0ZT#@$TBTLHC NNLMVZ;X)'1-
M/Z[]BJ4W*<) .=PM#%)G4#6PQ*7J)+A1H8':G1=Q5FA\W3%J4_AVVCYB'=\B
M.U)(YP'%V[6N.?+,X8:->"H319RK;-!"%>10#2L$TE9!;;T2,BL:P&@I9GNS
M7<57$554JUI'KB"%Y:<-B!0=5$+-&4:.Z?+O?_L?37NFNOVC<+SO']@4AHKA
MHB7PX TI"9<0A4);UBHNK2,BC<8S+^&N9'KOG:X0#DYF7:IG;%T3@W*FQ-RS+VQJG\(M&*A8U:FOL2
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MA@2(#<9YPC]2_9Z$;8[#_K[-GG!428@R'_@;$M&K5CM/ZG+BB%@B
M?SHDHW)GT306-'\6'I;<0%,G)$6\R@#%[
M4MFZK'.J3 1UP&3(S&H'U;BG\QRK'8B#:R%CE?_HC_K_^4TN7AV<\XO_;T6U%BLI_KS\=]_RKD^.3\QO_
MYNKH_/KH^.;TXOP:-''=8K?"\L_*T"!Z@1.@KW@<5ZKW$Q,78R?6B+) :3T'
MQ>/*7(? OX![M, >"5?Y#+3.(\01PC^N#8N&Z;.SX\"JTD<)$J;^AIV_$X]"
M_X""EI:@*>0'\W2);:--,5Z=7*1*^.5H85C,,F"#'P"-06 #G74M[J)7\<2T
MH>]Y>"P($(U<41Q8IV@B,%39=.D1ZH>#41 -0FE,?8"-J<6_W;H@'.Q#.OUT
M<)PN&_WGVZ/\$%#"#W^DBN\E#8;\7JQVHPT('
M]'PC&2ZJM;:ZJ[=%69*CTLY%< L$D)>;D\U!K"11@KN;J5PR,:?;'2$
M-OESD"^[6Q.0"I"2.X >Q+WPG\^V"F>SJV+*>'H3LU*LH4T>R<_-X@N<,/U
MB1!O*B#4U;[_VC.XZ3&LO#-T:KX"\I%,^OQS$&WK.CX(1F'?&_2#T3#BPE9N
MLVM_+]SW#KPHZ$]&0$W;VDSR$X-@.)EXYY0Z6]US,!5JG8:^P7+"?A#W:5UQ
M$,(O\*K?/JB2;VO5F3$64[B0%)*6&MDM*^\80K4X5P,0J1FXI":P%([&/9#K
M1'+W@EDFB6KWQ7TQ_83$[3);K:JGQ>=TE:?MA"+92BBDU)#H% ?-7]_!:J>-35AD<5GF+N9JJ?P&4%G+03X3ERJG;:'-OS:$L?
MJMJ\,O$$=K5HR[TA G('6;J-B1ZL9D)$\R(TRS[]P42AR.\ :29SS!LED"U<.@S <>_$H&$6A=P:\
M[K7_!LOC^6TU^O"%O2C9W\7#8;CA9+B%=>N*F*W3='!E;8[27/GDBT2UZK1;
M4P'66 GM",W.&'YJMS 86(G]Z#FP:(.)+K#B(! WZ7CVR%B-*/MJT#>B9CUD
MID9L+**JZFA0T .%\[LD%'%[ ]  M0/]N[IK[1/3@FV$T%4_\]57$=-]AV'=
M S06F3$HI!)AD2O2#_0Q1QV5Q11R3&%95:X)1AYS;O''=2/HDLXE_QIN(SK"
MR3 I-8& 4,4A.UYE&Q3YI&,\6!.TW6.V-WWMA'NZ:@8T;LF;ZK1X^'1; ; 
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M]#F85GXJZ4 ,GZ(6VANL5#/J;R%>D,&XAZEVA\
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MX(AAHT-8[AA^!OUDI'X+2!',$.
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MH@OY--;JS#OG;+K6>9T91L8 V///I2MV39;6YZOKJ6)7L86*2Q#&(]:M41U_Y8/(%H\F*M%.8M79*B@)_Y6WEX L'J&A%*2T$"VFH.V 
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M?,!2( 9YX70VO 5Q%A0 Y_&.8@XJDS\R&HX_-7*O)5$!I36
MV+Y,.28X8BW8R50RQ!&(6 1V'HU@%V[*^(^:T+6*)F(EZBF>J-2C4:NSTP0=
MMS&P.[/%N-\6'J,BBU6SJ'I?SB:[M&1BO2!;5*"TVEIMIME&]^ZH[C&=SJY(
MIT/E5,P>YFPHMS:%35(5#%W@D(+49YMIUK6X**JY_8P%,2];:\P@X*C0#0RD
MO-3/ETZ +)@(@7:@\XH5IS$-)CI!:ZO"2)9>));>H\:BF\
M%ZB*0E2>4*RH? I 9S)3)D-78'P.>O!P.O?)QE0W@[T5?;I ;X4"M)]"'%O;
M]=YAI$T+O6@A7R5W(D&Z!X//)<_,-B5S%&S*OJ#"Q+%HX4X<[>TN]F%L'5Q'
ML116_F@RU6L4Y#!Q8.IF]#4UB5,W2%#:5!P*;/7*6W&E(I749@K8JCI$+59T
M?-/JK+Y7?;TK?U]50MY)@9XGGYL(Y:I&;RR[Q "D@?%H)!%^&*:\UO6NO
M_!ST>5=PY+?)_\C-$&_+W:2J)IENO]8=EZ-Q'?C^)[MHDLDYP?OJ>*HE 6F6
M32D!'X/HI>N4+D6?FH*GI:J14-N-R2RN5_R?V6%%6S?2KNLU-A-S,:O0,@+V
MO*.'!S0.*'+3K!=%BAJF [;'YFI)C&BV&8SV^B%?3^^Q8>/TOLF'DF][Q(R2QT'F)$[>ZVK
M:^EK18*YZO%*^6EN%[Z^*.$I%T
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MBZP.I>>M$$(2&!<@KAW03'8LV/ZB:
M8S?J?!IP5X?\GKY%MSZ3_F>=X5S+IDA75>2CH@*J?4-3J'<;)$A7!%U]1?=4
MQC>SE5PBIGDKTT.!_4I.WV7E&N*O=DRLCN?\U^L3];N!@NJ&:<(X7X6C7AR:
MCAG[0H1@&?1QD-:
MM.S&K# 08^6.V7<  6C:XF8X,%TN"1Y*W*@^E#:.X%\*3S +D!/N.<[5=%\)N F,3_VIYZA:LG3#0N($5_^L835Q%@=)
M3=30+;]4DP*'\%O"EBX<9P21MO[!['(R-NWLRT->.IIW;0'[O7I^GNTD.]WA
M)/N6=[>D" Y \3G_^>3ZYL/)^W1S\M;_Z>+T_,;_
M&;[]>'5R_9(^62O+9&*7^FKTOXK[L1L&0-7MG%)AKJO6%9K%;\LJA_;CT;5T
M>LZN[_-2IZARSU"=-_V8'!SNS*D/0JU_4!; L*G;F]-;#L?]C8RY
M>(4WE(!3*R<>]$<#:U4_F QE0A"IKF7:\S62=>#5*1;$5$42T!4(Q)8J'?",
M43 )^]8<-$5HA8K;IA"# ]3SN%EALC-3AK,_2'09]4S8 2Q@;/ZRY"E5MG?&
M$=6J.ZXJO)8WG.:U6TD2AFI+;-R#JL2GZ_UKMF!T2JH3SS%B#X77*%B2J'K ";G8CP;3BDKP4G8(4\)9=KMNV^5V"FEZLI$#'?N+2G,[
M73I#&7H,7G/1,!3=^$,ZW >^1:(FD<0F?2A5R>&5&,V7>;5A;Q,FAJ K:O4Y
M+XO5DHF_*2,3B&E/>@W">SHBP/; VZTXR*9$J','Q 95%JK *BVM2?FM882"
M&V+Y5EAM8T6T71J)FVFR,J2;E$II.[*%#D86>]'Y,([ZW;(')K&O1@/'D;*5
M-=J-S2PG@%DJ+1(CX>+^I#=IKLE)!R=%0:^G+CNZI(;KF!9'W_F7.A0%_3,O;HJ0+[1Q' )!>S,UBR0$QRY:K7/45
M^_$)T _6I'L(!XV[T9K"Z^Y%5,]LYC1V%1NTRX5-E(/;^]+9ZLF%13TOF*2U/X(M^6+#G;$[?6@2-GUIT"%<
M4O>JGZG*E3NOUW.*]Y_6^HYMH>9?.5LIG#$4#F7"I&E7;
MM&KG'QI6%T7>OF=,HGD'UYX)K:@!0H$;>%(<""L XAK4B!1ZT)
M+37&:TPF[D8?[/ZH655%]W5IF+#$X5F[LY87=D/,2G)J15PFLG>HV7/58H_P
MG:B$1M]S/$>1MF>=XK;:=1U1+1>JJB_+EGTI(FC+\N23%K$S4+OA6X5!D-95
MPY'EBIH<6L?>H0.DY"XZ"0F:+G ):.51MIT<%! BZH)&\O964Q1<;"H ZUH7
MHG%B,$(]'I0*KW$XZ%--,O_^FYEA9QBGSAUY"S*>=ZZL^)Z>V3M6SG].6^N0
M(CU3T^HCNA*\$^7I]9SH4.>/#Q(?HH,QO1.NM79H\HRR@
M:K[O76B@_H'RC$S.T:B02\:>7_ <,XD2(83_F4THDR\A#*9^LDAY@V/_4%O,H%'S>C^
M!^!/T\+_D<,M*FLV_@+G2J)8Y@K1Z@P#3.*1%P7A,/3"H4P1X111"%.$:HK'
MHL!Z&O/T"67EECE^S._NT29#MFW.3,-L+"PGSK$RTWT_"D=JHS+Y@3>,*$[U
M %!D@Q/YEWBS3YR?3^,^PJ26.<#
MQH.3 N@.@WXT\09),!E'WAY@$/Z_HY#.(1$^\N; 3+6'<5_Q**SM*PKZ\03^
M3:(!9CL. 8ZXN>%A./3._D56M'>WK^%*H'M,%Y_\]^;4Z,.;$HL\M,(S#H>-
M$YLD"69BQY,8,PG#!#%ER%_NW5-V7_I;X7\L;P%N5T!2'[%M25454THIDX/T
MSS"V>+$2598QGR3/G
M^]YQ^81.'D!.U.2/C,W/*7\'<[L/[OVV[X\FX]H^<1X,+A\%_<2Z&@-!(5!"
M\:(BQ(A0?T@K5"&U84(!6#^ X$7M\6*5^0<^[79$VPQ'"L3QN!WV->Y\(?NB*JG*^[^4B$78=PQS;:WA$,=QK49PV X&L._8_B+*8%-
MTA2=I(VUT,_34\#1L$8^PR'"\MP)LK=:4
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M 0S&7C4W!Q.$@[X7!Q. 'N:#8"V,!!"#6% @BOVH-T8@OCD_N;;&AZMY"D?-.R6I
M0)%=S*GWP_XPB <)SA&'?!^C()HD< J3"7+1,(9MA3+%H =4\@_>CR!95X U
M)'1'_6&K'%)[)!SRS; V U, N^1_^3S^?/G^X)+JPYU^^(6KX-$-H4_L$BH?
M,+63ZK( Q@3#D#<0]V"Q?/>'H98U)GP2(SF)];ZG,CL/L(0@7^I@#&1^'.'Z
MO+W-/HT!1 683^CM?=ZG__5K-V5^3<8 0-4AP&\\H-<>]Q$-DC%"#5 BZH^#
M ]OWQ.*F#*YD$8Q@*QC)#I[7W4 RX5QDHB],G12".*5Z(
MC1V2+83U+= S:BC 7@KJ _T#]&PTP'HOM_O\CZHSX%]_4*29\YR16*.L/:8 .@;).^(CA]$&&I'($1BFSXF@+2PVRVJNYVB-99Q:ZY#6%[FY2*Q6:\S4I
MSUKWO^#\'O:!*WU)^VU'C9*!;I1:\;C#)# "E[1,,QX5@9T!6"54,PA3WJ
MU=+D=07HI!],1K'C(9>0@5NI;>?O?7=]7SQ4EG[TW;X$N$9=PZZ+@]OL (=8
M^\F$BQ(&;.!&(;V1$4?^MUI@ 2OM>]^=%?.U.SL (OL/PA3+H=?EZC+%MM$P
M2/Y2?\]_-1DE7<:5??8W_@.Q;VZ99\@%IQ8K,:>XKM<^*%BP8,S ":QT('(!
MB;&Y0V'6X=-VSD\,'"K$P.7;C(U%)@D^[MFE3#FKJ*IG(X(&]@,L"=>TTJFX
M%!:R98%U5&U=V1"(8]*QL&'NX@ES%N'0 +AR*W;D.C%I*U]:NCZ9ZIRZ>0(O5)F]M_5=1+.;RZ"!ZC/SC
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MR5=2"5#O9(PO@U^/;
M"!.P_ID<1Z>KX=L]LB=^/7%-1E]/7!^^9>(H)KCMG)@Q<* 2P'\'#>DOS64?
MOIRYB0E4]FJ5@<'R0Z7*03%"X:A'ALK?8^8)<_4>F?5^)\EC,HF_5O2(@Z$0
MW#55/9O]MM$Y.'5OM26G,ZRF]]EL@RDI.E3.:EV%%.ABNBZH;PWC7:B][00N
ME?3?(\,:PL(58!$6.V[;CMO:(WMI*U;U'A!V7<:UJE\G-=1:R]7]+K?Q,^J=;04A0JJ/WV]1>I)>
M& [T9FPUQU2=8#(5Q:"*M=>;&+"FT#9Z/^P:W(C,0QH^Z1P^CH(8>$US^)*L
MXI@IH&M_D!+W+S"OG3&@/K1NY;:=@D;7M11T@"5M.U53=,Z@N/U$$L,Z9^@'
M ^12'3,,K9TUUZ][1/;(A'W:%7UD%7IT*U<.W%!/,B'5"B\YF0Y;2V'^_^=R
MDM&__6J!NA#V1RWG->A-NI'!B(*C3DP Z7LX:L.U%K1/>D,G1V:X!=?-Q9OL
M6 &("NW8/NB-QUOWQE=ZT#GRD"665JC%NT<>=(\<)D&_8\VC3EHDUT>-#>?]
M9-V>#6?>M*3:^56ZU'TUTT9P\JI8V>&25CO0 ).-JTW*IW5T?>Q/1OV#.(H/
MHN0 ]$/R!7U#6QL2;,GTJ+J^W#8Y;*424WKL1+DA,^8=9W'7*N*P0F-9=XDP
M!S%@#\>(!^-DL#.BO75L^0/O#CLK3DNLQZ@J"EKA]U8&38^]
M/A) IL,NVE)0Z@TO*PN9)3W-6^_N$ US5S
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M#O1UP8B([71P21\QX071A?!F,!R//(F\>-SWXE'TXF \+QKUO1";7PU>%F'GA<@&!MB%%U;^
M%9%SL&4J4XW7/-G_BA YN#%]IOYC.O1)&-="X+PX&(<Y/)U\>@ 0X13/I49CR&W[\]V S V(^I
MXTP_PJ#@8SQ<,J&F3+!A*\3KJ\4A%"3B(!Q%
M)%)$P2"*Y;<8"Z7OELJX2XV3"*8K5NM"!]ODL7S5(G1C%K&3W*>KCWQULE-W
M)I(1S8Y(FI9V8+8F!TH$!>2-QNBS"^GW!*O0PSUAQ9D%<2_NDP,'B,L8SBB2
MBNWR)4AP07\\UB-,8D21@7=FEW%@OQLQK.\/O24ML_I>A3>]]K02+S5B48\7
M39<&C7!FD$^H!R%&V0*F7-1U72_")H )-BP,J53]I9ZR/J.7C 9!/!IYPR$F
M!4CW/+?T!%#RA^X!NK;] N3B+$M)S;/TB&=A6,V1^C*$JW>DZ%89:LT37JXY
M[&J> !0WF(S[%"V:$ 0!LAAA$_9W-%"(L/'!F&E;##<;:5T4CD LF^QLHC "
MK*>F"X,H(%D5&"^PCDE;%X4$'AE%\@AI!)CT@9(W=EM"BD2T90CR1D)D9H !
MY?0;]BU#BM/BL/#^?/+K]M:,2#1^;?=U?V>=W7Z\\G5Y='5G_VC&__'
MHZNKT^N+2R);CNF@(V-'CT-. ?T,5_-T4"4&J#^KX\BKN?RNFA!:FZ-1F!SUZV$A/99.;8NSXB%H^53"Q"*:"
M%L<,IE@WK2UZ2T,XT$G4M1(JDB%.!7S;(H*=0NF6EU&50<(U12VA8X4J_J]"
M>V4^*2B*/.%59)+MG1X4ZF4G8&:6+1_:2\,TEZTB>M@T-C!F70U*B^N@RC<\'GRNJG>2[A8*C61;B_OTHZL5I%@BB&JE*R!
M3I9QV*?&DS(B1/K^
MQ[.C\[?72+@^7"#ANKGXY=R_OCFZ.54D;)7Y[04EJ9DA9\)J9*KW*I,^ 1VV
M/,T1TQH(++)'RLMV2Q^^#Z)#&VUL99J6P24F\DI5JI
MUINOAH:,-LJ*OE5AS<=+97UZ 2F20O7@2#"=]^2V,Q^913=7EX2BF-/EH$/0'H*VB;Q5$4/P9@L1Y
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M8 9")5YF74J2ZRDMJ'X,^?ARSD2+$'P-UD$4&[0E_XUXO'!\U5:WI3<)"#VJ5'CIV^\H('_JF^K$URP+7'JQ>UVF=7UW[8J<=T=
M$(-.G.=#4I&)+@%J\PV^'%YVPPD.H<>LM\T4A6/=!JVK>7P/J*-,>(03'IB_
MW]"TZ-[#><]P7OL'RQ6:D :O?.616. Y1@)K4K9U_"_\@[-_CJ*]<.RV^\7W0_
M!/5!QIA,&-FCH#^)&<7#(!PEC-B3T821^< #=KV3HV)93K)72[)<8C&JN:J0
M+NTXI4F@3F"H>M[;DZO3GT%^__G$?W=Z?G1^?'ITYI^>7]]Y\53GZZW^QXC&+.PM/X;PSG#0-MO.UR(L0191&3*"PXU]\GQ$:%9'T6V6
M3YWK*^VWL;CZ!B.23-U"'=AGHV2J2D7FRRSPL464521U"AU7V#+R4)C59F5GMV$PEVPZJ.0B8H+],9F?[Q3U6E-?A
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MSW/%&F)]78O[;T^OCB_.;T_./@(P7ER=79/J[)MN?
MD\DYJ'4;34M,3IX5#ZKG,?J1.GK-JP!H/#$J=8'-X$@RK91)4^5B;.DIOYM4
MS/)9C?[;W>*J^WR^)G>1O1%5,(,:%&&AZB\YK9.90H7\02/Z^NDAJ_8)$$\L
M,G%STVQE]=9(N1@(;: =')P513'P\>O6?*B__^W?_;=6VW40ZYX%B]@])!N8
MT(;11U7(N<)\/=Q:=H7+<<(:8S;[UG+#?9ZFS)0EH%
MW0NTTZ QM7*"H^N-B29]$\'==$/(N6>J]Y"=Y5-UHJ?T-^KB!2QV8S:---;6
ML]2#A!N"KW >U$R$MS=&.VI8?V_G,7I?<8Q^,@F22#&6#G H ^^H'PRC,5EUKTQEKI9FP5K,
M#1 QD&TM6$COYE1CH)DGYZ>@
MCGP\OSXY_HC.B_.+FQ.'44F:HTL#ZY$.6/I!D:J-7AYU&F!W-\N7ECE8#4\)
MCNS]VYXOK K]VVJ&NFZX!CT9"2NZTDTM9-2A$.&O?"R'5=
M:P[CAA^0XK9! )JN$E2@[B%]B81L>*K9,9?D9^*=%_&TIF=B1LFJO#&T;9TE8Y1=YI-\LIJ
M-OW,T$9C-S&2]17U\@3R"EO%UL7M!".@%BSUK:$7C=Q4_: ?]M5OXR&-A>4_
ML?SQCC'U F70D1>A'VTPI)\A".L1#(;%.D>]4;)C,)5[QD--: @L^(L_,6YN
MW.M3%>C![G6Q[RFD,+(H\J+)), 09?R)OL)!;QAB&5W Z%V+^I JB*$7%8A_
M@@75:ZLL+:",&J5XD(1\3;0(4X!,:US+GLA%@5Q=SG
M%(&,]OV+YIVH6S/(P\J"HJ#_6IB:RL#S-Y53OHS(!7.2%N;!GAU#&MH[.S^#
M4K!;92-+64.06.@IIX)4Q.&ER0PKS(C3_%6(F(,%?2!9F+
M >%B5/414^2#N(IB$T''0VJYF#UY"UB"KAIY-E^U#2CF!UHX\1^%#LVQ:PR.
M@@*MIM#F:TD.=GC88\J]%&MPR,GR?;NV &>.%#?!02(V=$B/>!EM;0A/YCI?
M:00Y9@1Y)PA2?V72LP2CJY.?+\Y^/CU_[Q_#GZL!X@]:,VJX3-YFSC;=7/L< 3H@, 24+_RAX;#F=>PG,N7!S0)2&M.(#3^
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M+76@@6Z_QM*4?1$\[-Q&ZJ&:+?FQ=MW3MXG-E
M06Q-Z=<4F=#"=@R:F"O[4C:SR)?H=P%:C>'LS.COZ>B8CO*!<)D *V"SR27<
M1Q=YMG($!%=[;C260]UU3QB8^)I0B.9J"M1\4.O:UF"5=!6O'0YH1BG%Y:[(
M;:K=R#7&J3Y7L)NAR3V_S73S4\RYQ*H)EAFT-GVJ&'2&Y)A[NM<,F(P/<)9H
MD!'NRFPT:8%TUS58<6H>BQ[0#WB"B16
MF6K+27-*(>+?2<)P-4]_#[B(8NO[+Q$SX,U!X\V&T,%J(]M!C-"QYV/H$?H9
MJ\XYS3VIS=I<;V/6S0I0FEI=D>*IO2IR8:UU1+V^K(,OFIR=Y>JBNR:&Q3WC
M1[+J>"!*DM0OOAJQN^T#3YVWXA"2L&)*-V]F7"QD9ZK'X'/(,W+$)?9N(/, 
M=V)V2[M+.UX,K%DQXW=OEQTTC<6*\OD32W17)R#.V&+U+/LV22ZGCI^="GN7
MR-;5=ZSF,,4#HJZ)K@A8FT1%;T]/UX%DXE" >
M/V[935H3Y)ZS5IV9D3I!F[LD*UBJ%1D:UHM7_T_@0#Z2^.SJ_]RZ-?C]ZM[J)8F@4X
MJ9*6&FRW'6?0&7.4%%O'O:HZ+3Q,LP#0%D^P:UPFA_""8VK==K'P )H=M[:/
MCN)=OF;1#139J6=EU>- 1_'$F,(H6@@#0EKFV+KDETX;A8DU:XD]1#51=OM%
MC;B&I2[4<^-OHV@'^. _SUB L,M#SU!GO/>+]DBT4%
MRGYY5W#MB//>48_*'V#B1- ?8+N6T*VG$/@#_YI#?QQXI]124,LMQ!X(_M/J8\0];DVQN<\
M>VR."[0R&O:I2^4P#J+1Q,/F>'&"_;G"\!"@A:U()FCX/IDM,>^P6'$I"U.3
M$!!C"7(+"HKOI&IYF5!KCY8J+AUPY1J4$MR&
MK<2&D3<8!&$XP5:)W"@+NU\,!#;-K4YZ"35U&Z =&E8S"081+0?W.?1JW9/N
M]KWCXZL3 >+EU"+9?)U8SP@^/)^F65K[Z=+X*EWP-@)%$DOH2Y?T3A(!A@/
M&  R2DO-<&R7@%3%,O 0SA.HQ0/2+E:@O1R1^]I[OTG+&1 \>MIWGQ[UL&L@
M &,,"!SCCP26PXU/L0[&2JHMZ;/]M/^L\09867""G1NQ 9<>CQIL<&O9';@Z
M'D729#'BIJ7R SM ]FFHEB)&@\-$*I!X1W"ML#2:_YYY#2^6P7=T^-Z_/$9O
M13+AQEHPL*"AM'SM'/Y]BJK*\X8?)^A?B;$<25_]D DFXIEX&3- )S=0[?X(
MX[+'6&$ 4(^B<3DZQRX=K7R#R-KL6G:SCGRTH!E6]G5N#^*EG#1@_!P!Q1L=
MK N5$F([>:W, +9M=_M+FIX0X"875#<*NTN,5(AYIQ^$H&P+[#6[4;,LL?26
MZ0%5H3KAIFM&@':GAQ1X"7M17*=IEW]ZBU,$V=?S J%J6R0XZ<8R&(V4S705
M#C=,2.P/;&JCBI!P3-5<@"PU!&P!1+;"Z,D2TQ:0,5/\ TX33GH#=.+M#@<[
MJ 6#(=]4>@QIXR5&NK17 "79V>R/M65V=J!;@(AO&B!R+ZX3MA3HY +"98E "(S]Z3Y;Z,W)Y'B0
M97;@1)/R1O&@3;4595K!G5-2" <[FQ!.E!4_ WE4S@@7$\AP6+>.P-BK8G6@
MG H6%'D%;K7Y+3 O5NRR57T,;KX2_J 3@[C!D5?:&V(J<' C+P<)9#$8-K'!
M8'.[ &GCYM9;T7^_Q7YB6C4Y)4>=SCH<&UP=Y*L#ZLMAV0<$Y*[TI [1 1 I
M#J^&=IUOVIW5FA?W_C[UWV6XD2;($]_85MO">(<\Q1\#>9I$K
M!IT1P2Q_-4G/J)P=2!J=J  !-@ Z@[7*7^A3V^Z?RR\9N5=4U=0> .D>435Y
M>O)D53CQ4E,5597G%9&V JN)W_F%;&U(ID649+57=WF[PP#9_\RD+45[YZIM
M\:D'._MCN$@0Z\:ZRBZ'NR9:3ZIT_T25D/Z:^5O<-PLEFN$^JGO6CDOXDP;=
M/"F0)O7024.G9W=]W_Z$NM?#; @![>"1])="M'[-I8U_)SRNN+' (O/]-<-R
MNZ%>KOE5JUET_5L.P=_/6-NE:#!X.DG;2L?:'>LE_'X#[C1@]CYQJ)%7IT?_WSRYM/;DS=BV)V^/S[]>/06#D+-
MO3MW^8NMY\8U.+4'] 5(CX.-U1BJP^A%/MCV%[7&#OXH-\NZ>8E[Q2V\M>V#
MC[R(W71BXS]!/3C-1#9)EE44)TBZR*9%E!7\*\ZBO)YJXF4IUED>Y&A55%5!
M+C8S^LU/")R'\O
MT%^6'1J"/"K%'"JF>82:EP7,8YG(^;/?B^.CCZ<71V]/_
MY^1-P-PF:@LWOH^Q R9_>6XPE(]78'9W]-?SPHQRP-R<_7)R\>7]R?OZR>!HGIN[\3I25L31W
MJ$FQ@T=[%V8F>MH+.]V$^:3EVX?<[(Z%+R/6S.WF>(04[&*NGGK<U933//7D[[(MM+^QC-Y(NII?VW$3,5Y?=W$+-.JJBL=ZVI74K;:_%P$&X\
MN;M?K)Y$]O[0+!NTXLFFL:@V<'[*@Q!S=,6)SAJDH%%*@.:B:*K^<>2\2/^I
M@^_)OHCC27CR[N/;#W\].0E_.'E_\N/IA7O66X1 (3!<5:FSDXO3LQ-H/.'Q
MAW1_>"L\3.E8WVS;KT^(E#/S38D(-M,2F?B)@
M)SLX-Y;[2)_K=[.K7U\?"\<+D9HCU]86Y 8=S&K.63QR\YU'+A S/,  ?__;
M__((C J-0A;[S,:MZ$ZL> ("#4X(#@H6B5TVSA!3D%9["PT9YMI4#^%*?Y-H
M((EN\'H[^\U8/\8YXV<7L46T$*YA8#@\P#?U>
MNRC0=WYWAX*C#)=".!@X"-P?(EENFOE6HY^^T0%B$ L"'6?=$-J%UNVS[=4M
MJYNN;8\JE-]3Q7KI(46&ZP0U+AO;D<7L>=BT.VXD%ON^X/ML@DD$H_N86NOB
MYFM'\NZ4B&[2AEJ?V<>D[66X_(J5W)3'F56I,W 
M@&K5['BBF?2\.X^/@^LBO=7)C785:,V(7Z/5CAPC/'EDD?HD&QW'<^:_/?_0
M27AD:AIZ]" Q;2JI#[S&E97!NF?9%'NP]Z:S;5;/^=CN&T^GMI0Q/_7/ IY-
MAR#V;/U@"@#,9/XR+DAC,H^),_;2RUW]%^_QLC;_)8]NVW^M7\04AB[0GY#T
MAJ+F49>N7=-@NO3[P#C5+%&-T_M1_=8:)(37>X@-,IC'[]X@#9S8^C]>F=T=
M2K$_OV\K\:-Z$!R!
MA#4RRF_X_U?(4Y4/'[TZ!ACC*P88HC-D#(.K,S+"OX8X%%M$G;2E.*H)G_,U
M6F9P-FU>/-,%4>YT-+W$^&%U-#^UC S7]A56H:9MGV]M,XBX5+_;S*MFTMD%
M>=.:[\Y0@@"R=MU6[H1P(AG><>YLYRN^'1I
MM"H![Y@X>$HG&=/?5\OVYAE>,[?%C.W5-#ON7-\W3BJ/'+O6):6ANG2TZH*Z
M[]PYN%)K_,GF5L*<$^J\BKUV8C9WW1/8#TOSPJ<3M>,'[52&8;N'Z_[;CW'X
M!Q#.U#:YH__?EC\A O9VWMP,Z>F1DQ5LT^E85' O->F1G+1E#6RUUW;.US:O
M]X\E+WC^R\G[+WC[#/!DJT6,K;#^>?SD[@O_CQZ/0L_,O1VT]\9:KEPA!Z
M>WKT _*M3D_.>_4AKML9@?<(,[NCTN3537KL%M.^A$:YG&G^M(G&M2%* Q:8
M+W$YO'H*$)!B3>. 8E3]Y*X1H7>]6JP^,S3P\^H1V/I(@V2P!S#BOSUU$7:^P
M>>5]50_:4K>H\="K7KR)QMJ.+J]?V'I4TTY,J@4 %ZOEY]=,LE6PCHGJ&D5@1X@DTD+K+T/2?VTPQ!2^$:MV
M %Z&UW^*5BB>_QJ^=WBPS7NA>KM8;=[(NDN 0'<"HKNN33NF[W)[ELZC93B_
M@NKJHT,EI=7:-NV8,3MG$:;&)W$P<]%3,BZ6995)^ZSW'?%11KA@=BV31F7-
M_KSPU/9:&/;GDL&;:Z\4I7#)Q1.FT7*\3BV,-NJHL)RV\,8 \N&;2!ZN9S,7
M9<"T!]VTR:GS-M0ZI&C756G#X?W#.F3Z=HD6ZV1U!Z@-(IX>Z(;U:MZ-Q!-1
M8=G5-I0EPW9'2.YSO\_0>/<&M']%\RBK1'*"_+D/E$
MXR=A_U88F>UUV[77Z"4S&-VJ3NN3?@[2<(XOVGTWB4WKW].B;Y !N%H+V03M
MZ/RRMR;O@5>SQ15:,1CB
M:G9PR[5OM=V'!=Y$CKUR_C\>C-[S#$UT%\> &78W=FW_J%9)0OH)]IY@G&T!
MC4!2S+"DL&(C/GGS"]ZNM'AN<,;:J\0)(+7XWE9ESX,+M]3@E*L)+I[N&V:M
M;&QB"TX;_:#-B&S>N'>Y<0!-/*"!
M:U#]M_!U&.?_+0!"!P$)5\#]S5R3RH,"7ZDG\IV3WX0)'0\/23M<*5_#M_>-
MQV_DDU(&].S#V272F;OB>X>]X,/62,*E0OL\$\S7)SSK[7EEN)70WL]LXZ1'
MTTN-FLE,/:-Z/VG\=-N=S]2RZ-U4H\5;F6=T^FXE2P9BFUO@W&B8K\F]S#6X
M?U@CB&3=AAN?VWKE$[6]T_A*K63MB%O_&LV>C*'56Y)#GMIY]^W'@0L!V4-S
M(Z>.M'@E%*I&YCOT%NS]\C['0#I!F//=Z05#F_0 :$G5GT[>'],'OJZPG"^L5'0UHOEU#]&_YH'31.T!4Q1
MN9>NX8^G;S]^#K7&N3<8KF?A.RV6*S^C^#JBCB4N\GJ]^]\(\@[9YS^4O3W,X>
M?VWT0;@JW30H)$!]9@+46$:R0<%:6K+EA$Z0@60V$WD4OFMS%?@;-L'S$56V
M%(AK#FDK,QB]3-4A4Q^(ZS*;Y9;E*B=2> P*>T/7-/D <_-,F^("2G6L6SM+
MY!BKBIN;_5OBH*GNH_Q@S:&<^O$*[E+VPNG2'"^-26S5"EV-IK'LPTVH;4I32# DR2Z
M69>-'_,:KM<,O;TEJ+R!5N/<)\A$O# U#KHM$S8F^+>\GFGK!DBNST8S,M#L
MN2W>)RH3PG3#NNE@;87/HA12]8+1X\>VL#
MM6*[1:"-U.GY85G)_ O8H_7(N@):OL[?JCH.*R^4 CN8P3&Z0K[=3VF+#X/NJC 5V1L]VL$*ZUQB#Z79)"P<5Q2)D5IG+2 WYY"3G2,T3.W
M;22&O_6#@C/MR?$:5@K4MQ-Y$7YXV%*#:WGAT'<<3UOI>>Z:KGH]A'8TG'-=
M2 RG(+YPXVJ4(T;>=A[Q%F1NMIV?LYS(<53MZ+6TG2&&^\7-OU>TQ%8@%M.6
M=S52V62_94T!VC.6$:P;DV?G=>DRU9;ZT]M9HR(\&UWI^5]J8,@@;A^-8^ALPB- X0
MQHL\(L&+O;"RSIA43R;Q<(,>/]>V5 L">:.GJ@-WBQ6 $5DBK-;OF
M-9I%M^Q4S 8TU%[@MBO%H]FHLBN__DX4D_76L0%^V'']BO[@//_YX>GQRUBE9Y<'^6X^NYKZY\NV Q&P-
MIF&@,WT-:H?1UIOAH'L*68U J89",$G;S,(7,MK,E$-J6TR9HDQJYEQ#D6-K
MF7GXI559#OK2-QXT,8W;]B6#1XP$[%\8K'_&L]AEY'+DO>+8V5AM;,W71RP$
M,\[Z"9^]:3G(*UUTPPSC %K4Q=FG8Z8!?#S[\.>3XUXG0I,87A83KYUX-U]Z
M3\]TUQ.L33VEH(BGU5A;<-\X[UN!7DNW7+HC116U/&0D&]3ZWK0B&?
M%UWSO;75&,9!'%&-4W!36;O(0J/@;AK8%P:1]1&^P4\*M%C\\9):#FKU0+TEM?M>OH=;4SW38!*YGMG2KXC[JN@!.U6ILC*RMXA#PJQ-
M0X%1_*.M*O-E1E5&S9<5V=#=W8KXQAF<>:_5DS-"+_A
MQVVC[W46%^/JVR_H9:&N?^!NMV4[.P_'LXGM\V'SX([1O?4-/ 8(T5-EYJ$M
M=UN GE%%SHX-;#J=1,P5:I$HW]X@0.$F\[5<>-TW=O%TN
MPMSNATV9>'G^7(P
M/PQ'\=0VZ!C%[GIM?8;,96?UC+;F[JO,-Y6]UT
M&3.\<5V&A'+A([SY5>U?$I^G])P@N]GQUW,5(<60.3[#5FS;UV)L>5T"@*W[X]IJ_C7\_IY<#D19G$U_F%\!-BOF*G+YM'
M^=&1A01MO!_:;YX=<8@QQD^%ZM%.")(C3(LL? UCZAKQC$NQ(ZX)8\!08WJ"
M"POXO?,TRC9(Z'+9]I-RP%]6HI$IFABARH=BOB6
MV;+3GFFFUN(8"4(^4O3%KTZ^H#6/],_%XE1SC-=B5>!Z%
M_A[;\H>T1U^PR%MLXOOG=
MJ4O#SD08M_-<1S"]9\*;(P/-\RL6=;B5(>[(,7E>MXNG^<2KDVM2\(WOW\@>
M0@!?U=D>1Y2:TWI )4=G;0<
M)HDE9>N.UFJ2BVY3]=(=41GH+>:A,&6 ]Z!
M>&9J:>LGW5&+H!=[MXQY7)WN.^*^CB.GGM?N688\&1I2@VZ; ZU.[:&A7NGT5.@:F>2QPZM/TD\X;W'7K*EYEYF&8[K
M6QT-:50(_WX-J?HF_2CQ]"-?)WCF K2GO[U$F6="[KX&_9T5_01%V#NW J B
M>&9-1UPZ,]=M3F^S&P(3>4#Q3HV*?K&MUJ9QV0%T]3];[CPOVV/3Z2 O(DE4
M9!/U[^3EV]FBC^C"N.28LXFK O':K$W]S.\N$2U6_<%WB,._!:?\R%*Z[F&L_'\\@-TX
M[:8W75*D,]]->( "9&TI'<-O;'WP\.U*)."G^TW+<&;R4&I4,FASW>V2<[U2
M2)]0]ZE;6=(%LYTGCF6 $0P>HK,T?;R?6CE3H]6O#3O@7!2&(YG6#EJ]47"9
M2_/IY(*I=_#)SV02BC=;?-QKC--M,Q6U^66KM1= ZCIV0VTOR\XRIJ3"_H>X
M) O[+.H]7;UKL%.X$FA-HT8GW&R?;-"?GW2B 8-?#X!X;VY]?FT_^1!EZ,EL+'4_MAS,;;;#?,AUWSF"I;I%8+339,5'S
MG1\G8LW-E_+WYY'Q.OA5)8*]E4?77^:;E1Q-+N+00M-E@2@X,_[,/Z]NQ7Z=
M\"N_ZVF3,(ZG8Q0=-N'HBZ?]B6>QZ*&75C+1*;R8W6_ZW(P1D74'3*28F];S
M-H#F7K#L:_B64):]'^Z#WF9RMT_>'[V_4,"-AA0^=A,I""K11+M.^XJ5:VYG
M\#0DD(W;>2S@>J;]=BV*)04\X+P#RC/LV>@GMF.!&=7S]=BMMC5!-<+2D%;QU*G.FH/E(/-&L_:[0":=N"9PN_'$$T9TA>26E%-69(BLU*136F61&5>&'13
M-46M0HMPJJ-I62O*R1#(5HNLITF435,'=$ID0#&ALBQXM\]XLF%2[_C0F?B;
ML9%;##P;(VYMHQ5YZ\D304:TF6KDK#S%:CJ#9DC[2F*Q?(&1 /]W>")";=AW
M]*L'V'>;'9R]/;BK^'QA[./'Q1]%9Y??#C^EY\_O'US
M=NHR=_$\OI4S
M6B:%>JN<7S@.KZ,6?<(+9U]%K+3%T/0ZO&D>&_U0>,$#;L!,Q3W:N?DQZ<5L
M Z2PED/A%V:_<9<9K.Y.(W+=%&===$/G-P<6$< L_F[O1APU<$H(+"BCO/UM
MW,18C5\:ST6Z?E@P@W&%Q*%[&8$)- .]U76"NYD1_0-4(GL3]664: 1K4]B;
ML.2Q1I'1>+-)RPR=KG33K5WC:5:V)CK@MLP-=,KSX-'6".(*&S,0U-5 6*BZ=@6ZW)UTCM/Q")-W1TZSSLU+.@Y
M) A+^337T;'N-X56C-N6L+JEDW2])&Z38NG%[%:?UZ*1PA5^UK[]4=_V_$5^=JYYT,PZ
M@[WQ;+O5V(NU/[>'/DQ*ES.VD3*K=\[ BTX
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M>;)(T%N/
M]D1Z/2!?8:%@":QZ%#S7=D-J/ALXV\H3)Q"P/R*F>/XZ-:.Y<-'YR7&+?/B]
M)ZQSKNR!\BM6R??BH*#+4G87D0-.482][O]@CWB?P_Y2R'^LU5\R_
M6?R&+>S:O4!M4"!#DRH>!K.R'7>CO11NAM/LN1E.L^=F*-]X;H8)VH!U9WB]
M=X(7]ME\%I&_;3\K&IQNIC[RQY%K$KY?N58_]%L3>>N,NFUG?!+$%_8RV>?(
M,@U=H6.ER@<%."MQE##>=QR%K,UZI(F.?'VFYN^UCFOUBGWCNN^8<778U>>&
M]]'=A^$8=L]GYY3T2*AE
M\[3.I!NA-X?>[SO;=@BXP)<&_K\B)4Q/)'H(T*..\T0W-'
M76%1C,X[/QP]]OT%7397LIF +:^OYAL::7Z>XVL_T9&U=C49GT6//\)T 
M'';TPLZ\@@%&ES1U _2#:YNNK]AZ30[_XL'G8IOU>0BD[GSNI\95&;
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M<6/94\2KEYOY57#.HQVR
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M^&]A/*D+_L-NXW]Q68)@@_*.^P=-9@,4N#(NIJ-&LGPC;VI1KRLX?UJ,;_2@M^R_]BC9?-H=2,/=]*9
MA9WFIHN#]#*DW==#LRY-6J-++TL3U]JK+=G*VM7?5OJZKUVBA=K9Z?'%B?4+
M'OUR=/;F?. 0-%:&);K=)"QZF'?:
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MY#()
M?P8 )PI_0+Y&^+:Y^55,T^V_1^'9"G& 7\ I5GDS,JJ3]U=VL_(IN?&NH_QES#:!@5U+( -*,.C*_8=5(
MICELU8 !8&XX%(LB-F@Q?Q4.]\8HQVO>$MKL.7T%+5Y-LX]\$>9@=VYII_0'M4=\U
M\ X5230"^>I5XT?0.UKE@!.Y:G,K(!?]]#]LRLWPLBHG?^%=-;7HJ7G]GLOJ
M3_OLX7JN$=MWLL>S9A'^>2)" >=MM:O)]+","FO6=:!TJBAW*R-P
MS"M,^*SN- RB#H,?G2>8<.\%T)M\VECRIIN<41,'/LTV4A=/*A,G#3Z>G/WX
MX>S=T?OCDU#QD9_>GUZ+99P#
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ME"RRZVF'["D89C"4A_WQY.S,!2R//[S[>/+^_,C!KD/16,,WIVK#CN0>-X[I#-$MJ\$PIA__]O_='',ZUWJ+K9Z8913=B(W
M4/YXVN4*RP!!5.0J]>H;N5ZF'N-U?60CWUBV[9]0?*Q@BY-Y7;BW%J>
MM>N#+L'6\G
MR.?9WO,H) FVZ)9C4I%:%NC%KD_#)!KP2!Q68EF7?/3.(YFCU"/H;>>(L&YO?P_GGN:WNN+/+Z#68E/\94U\W-0HO,X@NKK4G/=A/?
MJEL O6&8DD;O*PJ1S&V1%I>Z0\"R(O6IK76N@&Z> ]VP_#F9B37UNHI<%T'E
M]Y\SM?(W@QNG=4&^M:G[#CF>%-.(5<8I)B&F5#SMZ"?BZ@BUB%F3!:6=1L*3
MP72"8YX)QP/=*?)@69AA<*I'Y "-"0^512K2@EBBMJAA\ H!G"2:YLDA(T)R
MHV*\6=51416'P='U]??A^]72L,Z%4K@M2[BG)&&@6?YE605)),+KV;$^N-(&
M']MJCNB3DN1%<)!&Q50F&4^C+*]?O,!G;TEP$"=Y5&+]217E11D@M.@QXBX(#O46'
M+U_ #8O$*2%<6Q''N&3 #'Y F6B*MN]U<""'+:O*EVW_,X-C\\MI5"35R/8_
M\UO>%3,UX6\Z.;Q91%7^_ 42+3E*DH3_3K,X$ V\K/+ %XK_/[]$7>%KG9I4
M5<6@7YCR=#9#S6L%?>G8D(=5=B6XAM^_]FCN_>+[XI&OL5O>N;LL%S;-&
M>25%UNB5(@+CJBT0MD&20IW&01Q'22DG1H1JD@8[(B_!ZS!+9#O\@V1,V1U'
MSC5A!4B&)C)V:Y#Y!V_*S#-C1T'J1K_J5](1W7U%"TNKZ5'U00;=@TFC=!UD
M;&R2<G#QF>G"Y:F^&NX6HKQ69?E+\](>5,_BJL-/-LJW;L^:F= +VDCT
M1^=,#88X(FZES@J3,H8;8N/X?1OGC2M.@.:/,UA']U3U6U[RC=HVDU2FDX+0
M=.%?N4U627,_XZXSG7Y%I9[ /#4"<\,<[(?+C1A7L_5(*^27_FY?,:="#MR'
M]^BD=_;A[5NQ \/3]QS?;RA>\/.X+;".&ZE*]PO^3X,-'=B,4@J*)T_N3L_.?3S]">\.J
M/F%5P;&! ';*3<'):ZH]8>27TV$2'OE?#DW+,.N:-D\VN=!=-QRS@[O]:RGG
MF)XL]!'.=L7Z<7*$A$L)O[Y29^8FO&.'R8TG'PR*QFLK<=<1?-\V=\1+Z]!K-L_0K=JB7$+\WS=AZK;H!JW8MEN9^
MG0R?G!$KDD3&H;>ZN[2.0'IJ5C>14PF:ZTXG3V1.[(P==)\ -P/*GG22@X<9
MX"S-\J(A7=M8)!*PYI0E0M1ZQSQB=@*[#$>Q?\EJT7@5^"._,JT?@O!(W/I3
M37A)FZT]WFJEAMFPL*F-M/1ITE)]^31&=]1PZ![T9F';$-DT#CD?KGU^5Y<+M,[5#]1EU"VOU!G';)Z>6FTO8U>*?I; YJ(IK-U 
M'G,(+B'R_!(G" G-D=4+^M?#EM"^?[ !&27SC3U!7=A0:#C5^ 5YSUMTC+&?3W3\4\]MI#.Y^+&^A6),F4O'BZH5PQ)MPX'SC
MJFQ<3P+PV_#"JY;5LPRT0".[*VJI'A*W[7&Y8Q5#R6?+7UM)UMND_1S\6W/T
MOC=B)5"Q\H,M^#X"KQ83$X'GM!#=?^>-Q#1V!#\.$MC\A9A:WE-&H-3RC"*+
MRC+_UN>4U32JZGKO3UZ4P*;L?4X.I3J'49YEP4>OW2\;A*(T
MR;'3(<@$5ZW^8X"'"AJB&F'=,UX#QB^KS%MM:RCWYT"N3H$\UX;E-VP!DY.;/M9:6G?[F
MUG9L-Q2SP9Z-OOW4+W8L0G;?-%MGBUEEU"9@X-UU.[<1J@V6[J&I
M5C)IT&=Y9+4VYCJCMV'T7/B%(2W,
M;"_+W(RS3). NI/1[>9;#*VX.G\O;Y'-NKQ+/KA(]H FJ7Q--)
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MV+@S^M\QT),>$M?5^D2YD;;(;1AV+9X8*5_F?::WZ^=,]F
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M?\.W8\145=XNN)K ZHK&2:
M1=.J-D=$!8F;GA!%3E V18I_E:+N'R@H!$R![,I*[BYK/!6IG%LSPS3"(8V3
M(LAJ64^1() =YU60)T+Q.,!)EO.1E>:A$&2O.X+LX,HCD=P.E+'#7J60.J1XU_%R&RLP4_/KD
M\^4+3U0IB\RX=W(%JIPI^3*)TARI="K/RLUT*CEL61W$N%;"!.II*=\1$LCW
M*Z;PCUS1<'A%UXUA@1V]?-""Z$^*W(> ^U.';RLS^Y/!\'85)38H^E-/ AJI
M92?P)UM02@7U-3H0:8GS+\WHE,,#BN0;WS>#RW"H%7/[7X_"_M=;;=2K6BU"18XJR:\7T(5=!SNY<\PM]5$ 3ODS$HM^O(4L'W1?A]T\>34KO[^M_\UTY)3-+*:/:PQW'N0
MHSZ:(4#QC+>#VZ@0?*]+IP8&O=WHMUR*Y,%H<4;M1J/%B EI64M9Z.?5ZAI9
M25V]UFG):#PB;\W7VO^7K;"TLEQ\NL7@N
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M7PDT!V\!)B)/$+JQMR((\N"U0T%G8QA4><75 '#NR55YIRY%
MDQ9[1[X3BQE6Y>G+,>A!FZEB\E19P
M"=!F^/Q!V3U[AMFWC6+\Y\B*^>,3;?I!BC/CDL=2GCK*Y,N_N2\&
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MK>Z.5,\Z+5W'F=HD//+*TO5:_"J)\LQ52T=[8W\OD?[!ERI);&3=Q>//
M?MH5C_]C"JWWFY5+?WF'^[C9/4D//[P_LW)>Q3P
M^N^?A)F=G+W]:_CCZ?NC]\>G1V_#T_%2S].@J$1[VF%O],Z^&FGJP">_URTUE@=M+&ZGX'\$Z7HJ(U7NT@T
M?0,B_+.LIO8$3_M^)3=+HS@M@DSXGZ@)&3S,>9#)$J>)KR**P!7=1*@CM(/;
M-2X+2G8EL*,-$O&KI& H K[8.(E1'39 5<82+68<84][^H^H/14][VD=I3$"
M!664"F'E'P0#3GO>EN @R:*TS [Y1U'5^$.>46(,^4V".,+I"QPY@?#[0(P*
MA(GD#.P+C?34\:"GY1BXPIU34PWJW/CJP&GJ:)XZ-[&,EIQ)M
MWD4UE,,@BMWO,!N8]VQ,!^,FUS"RA)0P(F]>P%Q*$* Z9.8=(3CJ-TC0=
MT>;DHSRJ$7&A/ALC+1';*2=8")$F^3>KLUF1R#0JC">7![&1KU9HY>S6.=3:
M7!@$(C@X;JF$"J,;,9._JL_X/??
M^/3I)#5QK4F6:.XG8R?R YPG0]&4_2[1E O?CC/^)=RSJNG*D+NF':X*L33KXAG1
ME&F@FJPQ*,1LJBH$RZH\VR^:Y-HF$$IUBO_F91R 7^\534E*C#MJJ(G$$/Y=
MRNH2Q!?WBJ827;?BJ!8Y\JQHFM+XS^3;50H)5>*5V'U5/I [PANK(@Y@*M8B
MAV/A4115.8*8]4#N!.CE!>DB1$TS_I.7$+.QR( 165/**%.5+&E.$5.)\D"A
M4R-R_$)9$Y.!UR+/ZB0)TJKX7?(F+2@PHZ00/@2E!G_C?OX^:9,4&?Q3>96]
MW+6DCJ77GDJP4ZC((8/[C#2%P 2B T ([%B=CTH5.!\0EA?Y(ULO*D::E?#)
MP9GRS2(ED=.20?!/@U0VX^L=)'( ()0RF<*!G";6P*>N\FVLM8Z2;*I BKH"
M%$3804S,"VM$U-5_HC")I\K+IPG_H59LR@C\)XJ2O4_]'8(DG0Y]/0[$) R@
M!2</%ROV(Q,^
MIY!M^PWBE<%L@H\:BCB8'09&9#[1D1\83UOPP\-\8=N'!.>N^'_W?8^4;ICP
MK<%?!A=/]PV_OU49(P"H)*V^;>0JM>)HY N*6>ML
MV\&EL)637\(_GYR=G_PU^*$1?0(8!J'1$WI-;,.W31-\$(G^PWI^_9F-D_]]
M%GQ0;U9!@AVI &*3*)<
M' !@X?&M'-GEPS8\XXS/5K/K_M@E)YQ7)=R]:4XUN8"4P]BB5K#]B!BZ)8 _
M4S'SA!_.[AY@]H4G,V&6[^;7=!\-IE[I\#'67G%TT0-$L&?R)B,K^EX&9'+C,U;-6MWH-V(&!(Q
MT(1B]19Q^"-D7(\HE24*%(,Z ^(*'G5DQ%6J+G34'GN$)(3123:7"V8J7\!N/_
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MQR1I,FQ<+8=0U$LY%*\!YZW<2_,B3>S=3V5?Q/K9.6CMV*R1;./KP&"BKD96 __SPL(:2MUTYGMZ^$Z3A12-B3VBUM/SENQ\7S6_N>=B 
M(@?J,9.5QU$N=[<0,@-D7,AC"Q@448(I[!DJL4/E14;?1!+001WD10U/88[_
M(E@H%E5>""M?01U=/2Z#)#0X["9\LX8EUAU93TDM(Y>B/1;@54H^
MGJ&) 7@Z#*9I_,QPE3MT,%FB7*8$09,)^Y?S7>"2PI")^:!X^MSL2CL[>(6$
M>,(W""'%;:9[";A@8:=R&Y)GY^8N1"+#Q'*AA)2R&TE><3 ,FEV%^A 2SB$K1,I]S/_>-A<69N:"8FS$@4
MDRE \CBVV% \ ^1$,S)LZ$O'@[L6X6(Y8;BX.4X:2FWA@("BX())DK]\/*53
M*>/(6"G%V&/XHF*@S:XV&.=.Z2P=D.#[,Y:#&X?@D.&6$+
M*DC-?%KBHJ(X_NBTP93?=4N$^2IH0MC<2K-
M"DCVH@:SP6+3>/]@[?V->7]%IX \TU=P5L)B!#73J>SQ,S-K!20-K10B&AR>
MB\Y), 0Q8QH#V4MG5@@O28@'0FQ/7R&HF=(T1'2RH"[X(IKI7%*17?(RG69&
M 9"=3,AG91=.-AOYD5'5WLT7B\N']1(<._SSY,=)^"_-9P]>4KG
MU!DHR)7!I#BVF+!"._M>136KA.\T8]*7R 4+A BR\(?FZE=A9S_.U@/[$&EF
M(@)$W8>U+9J?'*NTHNIW4,- .02S-9EG\EPQ]DO9$M&C1:,K7C"R6! 5[R)&
M1NA*3)\#!$2+0^I.H@F(746K/\YPS*;P?4,%F&^:Y>WJ48;?096,R@F/1LPS
M0-W$_JD2AYE(,EZZ?[SRH+D:4]FJ7C9P1N,EH25#JZ@"[$W^X69$T54(C+15ZR:\&@R:>*36U@\*MKJ=(CEM!BS)CF <5@,1>
M9IWB.)/-R7AY,CE_@Y'39T:N $Q$\E:L(Z=FY-B,G.T<.3ORCLK4R@.A,'Z#
M%+(,U.=(? ^):3+_$E[U&A=1;-CAJ+DW*&P%_ ?.H12W-8GEU *Z6<$Z$[F(
MTXC$N41HGLM!% N8-GU54)#@ IJM'7@(.'B.PZV!:.$.45I"AX=]YMXLB,9(
M$YR3&KXET<.#7YKF=O;X:[,4/C8U!Q%:T4:N?CA9(!V)&80H:4=$*UYC8X1?"I.ACPC^ UG)SZOU_-]Q#]@U;F#H
M=XVJG-I\3KU&+GV*Z$U.>QO"UJC+"3T];N!1 13[H\&=60: _JC^E",J%-49
MS(Q*CD_ZS&CMW!#^%PF-RR+A+H-V< STY>=Y8VYPW^MG/*XB_.#@0^Q 
MU3R\ \T%?F2HVV"K2-].PM/E=7,/S <*4OS24S8H;NESGL+1GR!O6U:'+/1R
M2L4="#:F#L?RA'3?:&GKP39N9[ JA4^8MW*.%VO9<8@$5@ //WQIUHO5ZM?A
MFEW4 -GGU*E*6FA% 0[%M^";G&KDNU+E33AS^)?9P^?;Y8"CEI85%+FZNJ>!
M.E'Q&K4*"M(/X2"1/R)%WLWAJO949L9.?E@_+#>/\ZM?@[0LP_,'N,)NTAT8;IZ%L9;),IA!E\1RB>D"%7
MZ-$CP9DPD[O5$IF/#^NM*5+QHX*;-7X"T8DMI*=6#2]54,Q;.7%^B!?($POA
M_XP,/,ZV8K!K2Q-X)\='T;/
M2,YKG1'7A)C?05TRE(EHCU*B8/PD)E?+QH:RHE.'J@M$/RO9;]2WF):,B\J9
M%0U1SIDHMPA"BN&0DT$@%V2%,PN:47K6_)Y 9=&2J,![$/4
M".48C"X@J,VC;!A;%#IYV+5!T"D0YE29T&52,IZ6L=['M,B-@QN6)!T^JG6P
M@L2>)R0C3T@8:4XTH)7+3L+/4-7T$Z!8BUPB +FP%0SZR.+W/"'M\24\H68E
M&9EVSE(Q0"/)R2Y!Q (<9LIXDJC(4]2:$*,T%VYROWU8-J)*2$@9.$:C6-+L+^O9A
M6@)@ $,PF^X?3R-<-'4JWF6P!9;?Q>N"Q3S8PX!1*8[XS SKO)76B"ODY)8B
M7J% R#LPL0&%$+X/5Q+1"L*@=LRSHV5G.7X?'W,'<#Q8*YQS'H^P'C*:-DSHSG=+DD9D24P"&_B
M%7R%<%O !04PCVS%QDG2Q6I].[M3I ;O]FHA%)G/1AA%:?U](F"*3!TQ\(+H
M2_NB%O&0:6Z)>YBJ'Z(X3,,_KVZ7\&CLTA:!-\&=P3T1\5C!15FGD+1)11&I
ME: *ZD#AV_EV"X$S&*]NQ\NF4'?)@<6>AN*%=Z![E)0$&N0O1"C+DC?S>Q80
MR^QE[VO1J?4JRH3H&HD@ %(*#_-6%M4IV7TLVF-%-E<\.QQP6#2RL%LIG4/Z
MEDBDN*#2E9=T.]%P!#FE
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M5F_>DL4#_9 Q U#T,'F^C K)\!N+%#1"5;2"U>-,#I/Q1/NWQRFAM84))12A56(@0E2:4^XF4B>XSKT#
M.6!57,N,J7Y?P/]@6HSD$+BVH%B
M#B3W2^UW\I"A3+1&&PTJV'TLR4-05@)V4<#E@6 K4.3_!#G] QI:YZL[1+NW
M#G\[V_R*^1&.+&LX;=B;52&Z$19KJDJP"\N-Y!0(& V
M17'9-53I M-T+.;RWY0:1@8T$EP44ZAYL.,3.LTTV>,1TBW(,NOXDU_QP=G4L&,4457H F1%1B6K3&([XC3Y#L[4GMY I[RF61:HUA0<
MU*B*DU-%$!E<,!B*DK1$(\@=^;2+RT+U"GALY[A(.3_)G9)6KU)U2\X4B P<_7I8A?6+DYW7O YQ5Y^.?9
MU:^;?I2Q!>\+U3/BOUBI&,&;@N"%@G$AP'QCQED^:OL!X1E!5;6H)F2"4X9N3E<<= ^DN!L!O<;;/Y?PW,6&>K&61+4QD@,(@::*RO[
MP-X%@"BA&6S>J!,6OJCI7T9:"7*^_OKA[%^XBK^NY GF[MC70&?"I3^['CK@
MIS9\BMP=AB" U$ID016PZ"R? 3177.81,0M3618B@W*?.F!*2O#-S+$J=[6I5$<-:JC(P.B)N1;H/\$)H@
M\(P QAX!"%MS6U*>J>3Y-;L95@4-ZTQQHC*S0BO-9)KK0]P.9>S4 _#OPNH4
MK1\O+8G+*0.X%? J16$[;%"=FP!:6;Y@R)9=T%>!#0 [X(N4WE=D+$),5_E+
M9M@F]^4,GT!AQS"YHH%P&.-2==.LEU8Q8M66;0)EP:U-EY>E
MB64!4O2"5;N;F#$S _BI%'%6OH*:DC&7,F:*UC\UW7\X33=]_KX$V.;0GL:I
MNOY39FWH*QQ6.(+D<@-4)];1\R,6B1T1"+22$HF@6;Y27VA%O&@.[\CSA[$S
M2V&+],8!'U2G1-^#)TPS@K$K@@#@H:R(=H,S*T^>
MO=\8TZT?^=70$85!@OMDT.Q3 CL1L)>[7B6$6(V-B6T.WZ+,7_#^NR,[(F[E
M:_NO>16+5HWZ!FAZCWP_(C-.E]^#N>7!'"7TILG\QV!^559R31XS10A-C;F
M(7ANO,IM%I-.2]%D"WCX4CC,X;\2B0'@081\E/3Y\>JPHZ_4J;J+4FHL-2-&
MM;S+\@/PWGW%B$SF-4D= &:G1/1  A%Y.N _ :/ JIT$ +R7K
M\@)@^?QXL;O>/,G(UP0& PI5RSQ[#=T3Y
M$0_3UP"Q_MSM4*X:.(2$_,57%=>@Z5N5!EI^?6(W-]]&Q%5Q/)S:?RZVM%2K0$1,XT-
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MLOT7Z RM10+2*;3N;6,P''KSS]"@>H%!,[BP5.&%ZE4@CR8SH"B>P*1)4MT$!%\;,:[:8BX&!
M17^\9CBOEC^A+Y:(_A3DSUEWK@3((D6@.D?E1^@RX/6Q!D,'I@.)2-2X-/"&?BT:48\1U:;_1'3&5%0=CQZ5K>.
M&8J3?S'A2MW%_#?89X%W=37USF!Y+&E #(W9^WIJMH9IF.D_3>9_0),Y&=WH
MEG<5SI*H33$ML"Z^8,9B5# \':/:PS-GIM41JIQQH\+@2?&Z8LH,@#"L:Y$ 
MSM0.-Z:KM5/+"7I30"E2<_&Z9#(W^!E=[J@=]=QX;GY8F"(P$N+L\;HF *CF
M <\TTR[\<(V>4*-CM2X&C@#+)3?^37VG9OT5(+TJD*N=$**O96\1-S7O,6&F0(H1*@L1O8_<;B'/6R/0NX-ZL$LXN0F_0OY)
MJ0)8WX.:P,ZM(M9*/!8P]7='9W]]*U+%)-:%/S6K]>>&/1G,6?Q)'K>\;(3]
M&EX?FLJ'E+/+HE%R&0]8N.XP*.*IP3G9FB", Z9"^=,O3W[!*^HZW]5Y
MV(*^"I86@'5T(,PK8=W4C&[)/*9_@9%A7 $9,!T9L)JZ*7) W)"4;!6E8JE,D3CNC$EZ&#%..2(*!P@/1@5?EB2(">,O
MLFG6'U'/@AE.RP^BI!RBFS'*=Z#R.$MQL91@RDH+M#1(Q6Q:C S8)KZ!3AGQ
MQ2A &S,MBH7GEV=@=,*X&<:'J#$$O&CS-;-9=S6!6CD!P'%1T9?&-F(#58LHJ@V"/];X'G X>
M4-D'Q%J HXQI>A+@X-Z!I5&E+(&3LR'RT?)Z]45]/E=-/U50L:9JY$$0 MU!
M+P"RWBI;LYK.C$IA\:*?I-#8T!!G$WYBDYHWZ&^YNL?6!%"VS6L6YB6CR/*H
M8O=K%0()P,1:(+'W3L8:E2C"E08_/JQ%]WQ8"T?]RW\/Y!#!TV+MJ.
MU)1_G/4[&KU*)VEXJ?WZM$=M1V==W8271H?>V$YA3LG5?J^SQ94I#\P]1T/8
M32B*\VUR
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MG_:ZL%UFIFB;7HP2/"^U]3L&K+3<_]>1N]Y#[I9E[2!0OT[X^?SSL;B&0D)ZJT>[C?\7BL48'AJ\[M,?%]#7__VW]T
MVDYHOU,]8-?:,?GJ8;W&KSS/R?Y)Z$"F-;9,I'D]\K$0"'W%9*9FD?Z0AK.W
M#4&??U[;9CIJ3SZ;TN.3S0-]+Y'KX^$UG[A75:"=-M<;7C^L<7Q:]JPM'-P\
MOH(@G8?VR-V*S^M0^$K;\SB2E^DD=MUOV9DMFV3NC3^DTYIMM:L=S$VCE2[[
M$-'IKR8*M\T2=\R3W=J!VR/!G/V]1E5-RNY2PB*95.U;SS7HZ\_[
MPUJT".W["[ZDM+V;X1 LE:'L.,A_DF_]VXJ]SJ%/&M5#?GS9;.4 F:ZEIK>B
M+A&=^IK?MN!/?>6#?>"C_A4S]#!7WNHRVAA03JC9[H=-<_.P4!5G$O[XL%@\
MO?9_9'K,8VQAJ3*$U\[:=C[4_L.VN1_V: K^X
MNU\T6S-E2HJV)05.V$J8F(Q]]10^W*^TR;TW@OV]X3W#DR&DO'S8HE?C@M[]
M[2U:?"Y-LR+ME(N^ZW8$W9O.W-%PZ M:OQS,P"(WMJV*)8?YG#+L 1V;15]<
M/3 NT3D/N)6B\RT?[@_EV-^$]V# Z&3$CIWMJ5="K9N]E")9YD9]Y*IEI3+S
M?12,?*9C'WX[D_.U7&V%(%OTH48K3VT9*L_^W$1]BG=FXD:A1JA'PC1!AVH>
M;N1N,$QAEM5M[2F#427>]%F?W(3'IM'-=H_0;I[=G3$7PGWG6\\66/82^Y11<#"\P&B+J %B/N+0*8TCY9-D)/@>K,'(&:8#$NEA DI_
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MT9Q /BWDW]Z4D7T*<_[(@QU];#A@G0*RI$VD1.4+:.YFFUNPQN<
M.B,KE.ES+#X%BJJ<%$@3-C!_L)JNY;+Z"(@;>4![+WF#G:IEN"^VE>IT:Q7I
MY%L!80Z_1T$]6/OV2#<%.[UL3["C<;LM^%5G"'\?YB!_^"C\5+X#:W(2'.%B
MOC8S%7V=M[M!4:_CDLTRR3,A [M>J_G-S>R0!PL*^S!@$Q?8O;A>D S0]-A4GC#
MI4QO-K_&[=H\@,^@U3B.<)3PUIQS&%
M.-#V5\MK[3#G/R&24SP3>\YJU3-KGHE,::W)M1.#GJSRVI#/_!WU6&GWMV;#
M=(S[Q<.F(_UPU3L'042[(H_=5KH!8-&,9U
M:_A?DI J+&T+=J=[=.FQ:?4I:U,Y*6.IX$]J]W$?3FH)/7)M?;(OG)1/Z$V7
MTINO)?6NI4U,P=_=7-SY+&9>9]7>^;;K!I6& M=\;.U'4,?=\/Z%:-FRF3'F
M"P<6_6MR ^58RZ6YVCCM5A_(7[>7K=^9'M1%@93.M!Q#\*BBHXGA*8]:K>TE
MMTQ239MVSO /S*GJS!9/HLEH+^4QTC@B+CN7_@J(.^RU2@#C7KE]NH=!),LT
M34JOG"[Y^N'>.<;MK/A[&"DR(7,2T$==G=!&Z^?PX$X$C A9YWP'I2@<,4X)Z%_]IO?C(I]"=D)YU-W0'<-
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MI+>=O8U>88??
X\OIX[9@]003X:\D^C-Q&T@S%I=W,8W]>G+<1RPM7!EZ\NM7]YQ._FUX
M.J4!'*[#G\9+6C!X[;N-9\E_BSP1,^KCR!.)\G:R7LO\+I>3JVFG;,X> )J*FMF24WY.G)0DQ_A8^LS'N=>H?-K0F]D9\=1AJ*PX
M ^R!;,*>"&GK25_*RR-Z_::8/[D7.B#U1@-^O)TN6556X%CB'NJ.=2[\^:1-
MKX6S$"0F?EDLD&5X/7X *88_B:SO)JLDBU$'S='+-(L.2[6BDU=QPK1]0,9'_R/1.5VLY*-.N
MT9# M*'F6$:C30X;5E&Z-KE6'HI(U%5#9BUVP!;9#4>NBQ8W7:F5O1W/&"1&
M-/$I.KR:W,VED)!:YWN!%/3JIG.V>GUV=$53,4$)&&J=LJ02(Q,#?FXMZ M4!9Q+Y$@U2)2-=281!7EEA*5I'"G1O?W\^FEYB+
M6Q5B,F%0H,UJI:QS/HVY+N/  553?+)8DY;N-OBQ.1./S1-S;1GOC W+-F?0
MS%W+E0BAK.%]C2U.DWJ__0T+0F.V1F4;G(UE3MF&O(8X95K[IDM\NB1RG=Y;
M'E\29EUTA05[?PS5/WT-F!KD<[
MX@Y&G1W$49X6G1V4UKS
M&K/9Q+@X-!_EA>L.<;TM6;\?(*4!Y;A*E:S1G70 '^
M6(@T'Z253]:V5^4=J!H\])4'5.K=& 6=!3-JN*4AHZ>=>1K*!Z.1BX1E9HV\
M_/'E8G>1\O7D8J!'EB9N;XG;6X=:=;K<8!P?\;RZOTZ\Z"+L6U("E:,?-_$H?OXU
M3(^>9R^WCI%!CM).W+T^N)OPGS.EQ[2L0E@^=("R[SOI1^F4V
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MQA#O^[6(A[:J3H[CAM""XU$-PGA.Q^[@>16O'JS5KTLV;[1? 
M$D,\ZKUYL("NIV'W%G>_)$4#5C>7LU[L]DB>[MQXQ&4-._IBIG*IWDW^]K?>
M)1(92H:=9>X"NM)O/ABZ.L667EO[_7S'N5A^+-ZDE,Z^F2Z-D$56+FGZPZ
M[+3%?QMOUTNM"BK^D 76[3OOOXP4]LRCNOPE<27?MW\"JK9']_&D(:7AK\N)
M0E';?1GL4Y(ZIR0=#-VM>/G^^-SJ(CPY.>F6_A(?.Y48F*Y.\T%5NK0ZG\V.T&NRMU)5[YW!66_"YI\%)CB]6^P5>;2=OVW<]9M.CF[@S;USOS
MEG8<2]M67O9;@,JNBP?V^*\=2\M6OMNZN 3PC7K= 7:E-W'L&W2_)2L9?H>O
M[;[E/N@W>NDSY]QRA<_V]K2%T+Z&_MW/DD?O?D?F1S>GZAS^;H$]YOV/RRFG
M_W:+CV YJ4]T^LL_>/X[\("REP<\DA[D"LC[Z4%? 4Z@]U?UFN_6:^[T
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M&R3==P;
MRMP@SK$Y0MZ8YFP8Y2BSY(:E@1IU1%IDAQ#7TC+NF1\EFAD]*7[ 97%ZAB<\
M:,NXRB@'3H9O6&7F'996XXG#_*BCK+$=X/]NL0HX=
MY"+;#&J_:L==VXN6E"KNNKT2+5"+,3 7FF !A^_-UG'/%83M@VH]"L[
M9[HF=P,UOJ))<4CMY>UT\ME3N.#?Y=2IR&:=(FRENIE'EY,[FA(7C:1UXFBY
M<._9J"JZHL#W)?+^[W:0/]Z*:=:)>6YFF_,6T[*N$(.<#EIQS:K>U#@LXFA4
M98UBY4M)#;M0J6'AWG=M:D+T,T#OPK2KV?7BX&)R@";683$Z0"!$),@4N/T>
MPCO.);F67!*51V='1M1%?+YK'R1'BG+=2Z"MRW9:3'@+&$PZ.>UL, 6*#QHO
M)"2981O4Z8A R !K-4AT$"MJD"ZU]ZQ@Y-G(U$11M:(X9+KF.BH6%V_4
M5[0<#1=DU%70/DK#RL.UZT8-XRC-1V[[KK+@IP6U*[U]C!(&WJ67/].VRY$>
MM\=*#;Z>7"S9SJJSA7O1$>QS6<0=Q^?SF M^LHL)O5YR!=PKWFA&.*I/BHXW
M,N ZZ:BPN;FJ3:Q39](BE8+0FR6.'3VOHY7
MUSA;FFROITM:5T]#G+[3\=)J@I%XWO(LD^LT>O(R55F4%8];GB1RJ3%T.58Z8JGP,RC*",V_2SI"N= =?D$S7
MN4WKP#O)FK$XK*Y H#"*FW+_0?,$6>B-SP,UUQ79H8W;.\G)?C^38>
M,,S*.IA>#KV7#3V-*JLH_[M>B]A0QL_"VYZM.'N5.Z,=UF:6B.6I?]8;^$*GGH;GD ,3Q"&SX-J
MT.F;B:X6W%H302X?Q#9B'"LC-N14C;#WPVH+(-U_C#12UT+DS=),HR2N/"8*
MN(@[$Q)@<^*+Y DF@ZR7=,FQ(4O;BV^E]!%S&U68L&WEX?A2.JO@@2[.#M#@@
M(=X=GWNI&F3!)'YA+,4P1G/5[5-)">-U$ ?,!PO#57(P+M:0\#=+JWZZ-3G4
MIN$2")[1N-8&OT_2KXDV[YE+2;U3: JJD!LV^\K2I+W"\GG]'*3- ^
MI+ZII_8\"HP@//]"U=-0L)U2?_5*6P"YGN_"0+D-5 4@T\98U1:Q;7.KZ0W0
M(Z!FTR  4WBY;MTD=8O;C7)/3I:VLFV%?]/;Q^/EG#&9%(3@(W*J=X82]. I
M<*45Z5?P_#@=ZA%@7$]>A-<"KPO'TD+!:_T1V5MN/LI
M@S;-&W!H01_N?.Y2#X.!D!U/]N7EYFXC?,T6\+4LH^\I='[U-.[7"=8%HZ(RC[ZZJ*9ET
MH&=WQ$4TNAS(KR8,\:>\8O7K,B?+ZM+)'EC?5JB&7;WHS.Z#UTLERZQV>TT)
M9AV^J!?0@?4P+'!%S(64\$'> NWN=3RNIK]OP7H2U!-V!NT(42^A2AU,9G!L;A2\IH2D^6R%X^;DJZF
M/HRB;0L)6$M%!R)X6R/<2AA.;X_@1 T.K+G952,BYBG,ZC7L#Y.#MRPCGICC
MK3OM@R@]5%7 I.!7HQJ7U5)/82[;6J$8Q",6:-S!Z.M5,J@ "L 42_IZ/%U*
M92*Y"99$AFP1J46-$S8F\89Y5]0=HVZ$QF"UW[=V]6-N%-**K^-M0]O*02PF
M6>M@$+]K8&:G;S[C1^/[\,.\IUZ-7E;O^,_7R^FGB1_S[_53$#^_+#..K7W:25^K)?OS27>K)>HKKY'8]E_A"LAL#<&*.ZJ9?
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M&-&/T&V)^%8B7]XCX9S6(HU,_85675V@$8!G:8<\=BE>#6 RCOPUMSG[E86W=?[\U*:V2A5*IR*QLS(08Y
M+&2[D2[81QWC2]J#%"AY'6'
MP9XT6?>N*X0AN('U==G=X\^\+W6P[K=94F[%O6KSQXWE6Z[?A[GS;-0RN++"
M*[>M0.I)-9+ITMAJP\VJ$46I:EC-)U^L?8 Y405EHL*K=ERR[5W*DU@VPOHU
MTG?IUF>C@T#G7H\O81]RW3I=A]W6,[R//(7-UF+>TB.I88?M$P,R%%MRW[-!X5FD
MS!>;K]KKR))ON(!A?&-V3 =*P_TB5FA#-#Y#87;CRB?BGU[3<7O8AS>%-,]F
M=1>KEI0JN*K#AQ%6 17S.=W/=U/Q[:]OU?F/8$OH@46NU^O,G-TC.;NOU=G=
MK2:,AJQ[++SI5*H4>_)W^)ZEI6L/I^\"_F#'3ONXEF9(3UF'3IVTEF,G<^5=
M6M&,-AIWT#^_ETX&DS7.%O_T*)\T2[9AN8E0NS=SU/RZOB.N/'RR]7"T%351
M;^!E^\4+NJ.N)V,)#U@3%0%^ BZ..?&6'7.6MUSC*^ISTDK.FL.
M9JJ/*C Y/RMS@AZ>>X@C^DRJWE395'(UB\G;'*4"4SKV"=GH=BDKX)!,5P=_S6;H,;;S42>
M"_=*$SVS'S4>K*.P-,':]!/NY:'4$10",/::>A3I(%:CD#.FMLVR%/(QTZK[S62./"8$
M[]3Q-:!&-J4H!Z,V0[OA YH%2-#(_,H^Y,[=?>TE/<28+2[YP%[IO!IE-N!J
M4TZ(%,Q8=^-/$SY0JC1BLZ@!/KQGJB/^.T]^\)T_':U
M7W8\N1W)P:UT^Z\<_ML&FVQ_6_K3[#T\RU$NO&_^XN5WW>$*#=;$![*N!]3%
ME)XD=!_=CN^=S+EP>=C?L'[QG"4C5-$H:JSJR:?HYQ=)J9&"_B@%12K?[0
ML,$]3B6>__""Z-J/69X,*I=4S&*]GC1;S3
MR@\SD-Y/TQL;W0*X#0>>SYV7>;FI"?IYRX^Z?8Y\K+LKSO/0&^>YDRKM4Y/[
MO#7LV&+#'PS]7=@9YE08WC1Q-#9Q3O4Q0O<)%):B!>,((<6X&RXZU]R6NH:?
M8E"ZP(*F=N,O+*;891VQNNK?O-H-A(A>;Y:TR *1=>==*M'IS@33^:^Z(Z>H
MLWMQ>N+JA! D!_K,90.%#ZN[MUI@I_ODD\<_#B(=V;,0@-[W@T-'V4AB$HRN)O=H@12<*,S#\X?99P!?I/3=
MT6S\$*F!%.'+R>6G_GZ.WKT\?U(76$C=@5[-_[X#%E9"EZ;K<_BZ+K> 7B6C
M0>[>7Z5J*0J'1?B6,X60012%E?U/M91I+-#+GZ>3+]W@6D]MT2$/.Q',:Y&4
M4] 9H>-EIYN5A-JW\%%,?&(W,QVE<1P>7]TAWX\F<+88=U\YGF?=,Z:3:4AO
MOR,= A:DUZH M" G.:T.*A>*TZXDY? )7P6!SD/O/NMLB4]6EGINB$%R? +L
M6>Z$S%<#CE=;J[@UY' R,W2%[O#-..F7)6#S%.\3 Y+ISLX*6)B\4!6
MZA;&K&<!*]1-P2EJK*]YY-%G?4!Y78R73[R\![;/;8\YZG9+D
M=4.]^"[O8E!XD.L; 9T.+I\%_"90HD4WA)SSJ*,GW4X$,N'+!,L^#]]MU@!D
M>#N]GM0$0VLV4$SG/5VI_[18?OI_JKO:WKAQ)/U7A$46EP#==K_;G@$.L!W;
M\6PR\=G.Y Z+^R!WJVU=Y)9/:B7Q_OIC59$2);Z(5+<&-U\&F399I,ABL:I8
M]92FA[U$V9&5-)(!$QN*+7%]IM
MXM73PZO@YERYK=FMK%X&%.5BJF1GFM-5B(X$WT^A;NK$CN>F\!M3%14?GRF3
M??XFEX.1\*?,H<5J.)=MZ28.9Z.RXTVE9?=$SF'1]C!"RY)\QB)0@%IU)-)R
MC#%XF(XI0#">PE5=;=,5?.;PBDQ;(0"/"HUK +%\+R$SK"B"3XIOX1$_NX7D
MO2\PY @($8[&9H6>>24)J?92"6%)) 7^&IY$].@(L:;KD:+D"<-)R%L)HE9RE?=T$/
M]"7>):X&VU!F:JP&5;0(QM+S#^7S $;/HF'"T;]P+?E'PTFH,,"$0PU6 9-<
M5YC;7J6.Q'))3N6H8)Q/,RJ!T=ZDFZ& #Y56E$^A#I1CV8!T0S&2)5S3? '#L97T(1>7CFZT+/7=0ID!(UU,,M
M14<,X\T0T55 ;/$Y>
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M^RL7O8])B!>5H_N&)T)(L[15O":6MHK%:&ZKJ;]B:,LV
ME2F":\UVFWK<%0]###E2[/=*$5QCBA7G!:$,BJP!S D7I:#/RCVT!C2V7[C"V5S3.V5+9.W]*\&?KVQJTPD-%%\\O2?H*05C1)@(HP=EH_/;;._#%
M\M3=\@WE-MK&_!$"[A=V5Y(P/)5,K'99Q)1C?&C4SJ:"B:@-D(%U2B.C)G1-
MJ'4%K-L-$[I9-3/^&7;$"^'XB,3'L[L1 O )*QGD_J 1BKB4YJ-^T<\]4BLW
MA&WG>7_AGUQ"(A5T@)?81T$5!&AK$/R(WS-L6RL4%7YZ&0"Q)GA6S%?@) M'Q$R
MKL),W6""S?()RSAD @83KB#M V% /T5.8K,6'_TC10<-SC.G[
M2Y.L1(9FNG6IN4K0T  !"[VAO@?;4AA9\Y$T4L@7&<:)?[8/JC&L.?(20B<+
M)GG@IY;9P29.RFK+4:ZB?I<7-#.%Q9E-#Z&HZV],<]O^"^4"_7;_E#Z'9BZ-W9G\2PC: I#F:K@P'/T&IOM1PE?3Y\$;11;2+*/4
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M?X6/Q;V!%! P&YYVG*5-,/"(:,,]R&YY[45X4]/C;JX_?KX'U8('0^OQ(2*#PI/$45$#!V+:$FP#SJ##FIKC,6ZHQ$8C5Y:&>WD*$7K*W >+
M8 'X?O 9%=>'.0T2Z'5B-TR%(3 Y4)Y*'%0YHF9.HFUC]OL6H';;F
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M]!@M%#P0;934R [357/VWWS"ETU"WSS-"D0J#9\
MHG=AU4027/4Q77X;?GDQ*S=2?&+X^ A1-ML(P=!@-50B8&>[!]?.P0
MF;.96I;BLL"M$+HHAR M+4&F>9;+D 
M=U5T 21_E^%7X*VN !?(A+-9)_"$)@)+3 ]FM9D:#UTY:$(-T<,NBMM$U;ZN
M,/Y1+(UNET42.<8WJXD=]%%Z/\*GD/'%>9C$B'S+UND\S5Y2/O+=EG$-U-+&
MZAZ\/,S;.RSN^#<0G@X&7FI,;BD>Q$1!F1VT
MRP/1C""%Z#T0D(^1C*H%GL'-I44#@0UIP3A1LZY>7GD%-0ZPU?+T!'0[L?'Y$;2?S5AQ&G Z]
MWHK#J%(?S?RH<^D'!%6153HSZ.+(V/6<9G5Z+@\.;E1:/%43J,!;DK)^TP7M
M% 5OQ\^FF]5"T>&K6GJ[?(U^+3R:NDZS\Z)WD,=2C0=B/Q0^I*K>1!F^N<(U
M0F<8'^8/[^]NAVT4XD4'V8JKJ
MA!SK[1>#[#WSN5 ,I+]LJI"=I*A#J)4%,@S$@*:DLZT.+2>(8_
M"CD*:I*^83EAJ; &EZ653J,1GXP3MQ]
M,HQ'U[&N!V?[G3LZG'$O6BTGGEX5I:,-,350C%@^GY84_?*)IZ9.\LJCQ8L4
M/@09443-=B/3?(H-E+1XW&#,HAS[1NJWYIYUZ3?@%P.YEK&=SODSI@R\$Z&4
MC(^U2HDBW*Q[R'YJ5P58(ZHU]%^H%_%'4J[-F5]?;=-0T2'[F4:'FZ.,XJ(I
MU)1?KRN@,M@VY0GW@=150":24&8#;**\7HJS*;3Y38
MN\#@,JB,JG/\:YI:I&"'92M+P;)]H1TW+XWYG)VRW1^NXH3NC)S*+(%#*?J)
MZ0NK*L<+SE&Q+=,8RI*P$,R(Q$T6*J3Q+9,PHZNLE!&Z+ET,02F&338*2YM0
M^Z)H4BC,SXRR1F&X(@DB3]BDP^"S?!5A*"K:3;P@H2.1C^$+9D-EP3GT2A+C
M#=WL>2$LET/?GK6)
M7DP$=CS.RIJ>,G/U^:6)X:=QO5,Q;W!*8!TT]"\H[6[C_!N5)+7B./V1 I*\
M+K9DH@60*QUSKW&D%FN[!\-4A-J+\V*TX@Y&*B+G1!N[05SF2GC.72YMRLWX
MX$3]P!UWU:"MNGKL?*VK6=48NK9WF+IT(+'7.(YG;B)^8!)$XL]_6.RP :A#
MZRBV-*C-Z<(J(L0)&XH3AC,;HBN^"JBND50%L561=QWARL%-YTJ+UF\OI,K%
MW@LU>1GKLMM*WFK>H_;*1'A46NB*^5W:6UK@>$RT^$=6/$K)&5_#QXT%]6DO
MZFIP'V)UX"'">"]1\1?Z)02*W=QY*&_5#Z4&UZ;1G:Y6OP2_IQMT8Z=)0AE"
M52I^[<'[?_#!F[^U>Y/2 L)*
M+K6Y TWE64#NHS'"]LHO[\%>X>\A?R;'N._0EM*F/!:4L5#PEME;Q7+[[D_D
M)=#.5WPYVRTZ%T[RHP@5N^/Z9+WZ[ZR+L&\ ?)*2B80] _K^]8:+)L993/-/
MEE"A%3.DTF8[P9*-ECH/A8[SFI]5#6LPVT'@:#F!#<.Y#9T.K>Y64KY4';;Z
MG#O]G53G4 %LCY7+(5 V7L5A9DZ9LWKO;=C[AAM2/QOKVV=UJ]9D5\-MF46K
MB$P.J27Y1N-3A&5(7PJ5Q7-;S0S;Z\Z]T$AFSE,V#6;7&2UL7Y*J:
M3@C"!.%-)1"3].++!<]X@/_;?0"&?WLHSI'
M/N1$JGT$U[S)BLT>1.H)'P-/C'XXIF8SA0)B!9ZDZBA/P$3"@6"?%#H_HX9I#*G]XE0X'>)-)26B,$E)!0/&9 E6ALW*I+
M[8K4T\?L8-L*B*HA(D(';Z!BXZ'FBKM50)!B^"7$] K\O0NHR[1IV<%_CO][
M\,^Y^O-$__-4^S/<]L$%988-9?#V"@K'S$%RUT]LYV-FI#W'B:68%R(;:1FO
MUO^.WA)N0Q._#R )R0LZ.> 6)E_/Q09#G]T<053JP$ 654)9X*D$,U
MVO4O:C+=KT&QY:G@OTHT.;  ^XW>1.JX3)A%\&N-F.A03N#7@%<+Q/F%*ZA2
MR"A0_K5NRL%;N'$ C:U2=('AWQT$P6F2*.T1J:36OH)5E$+0B,@ 7(""0]=I
M!14W3#!9O:SA\@Y HNKO'EQ<\?J*O!IIPLX7/;RR Z0]$Q3AQR;.4<443 ;M
MZ2ZW+>>0#YSE1\>F
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MLG@N:.O>@T*SY*>E<9+\*70Y,G<7YT$Y[O7U]: V$TP\5%1H:7)6Q,E*6 E,L\S2[Y$!\ (\8>=5.=) @CE@.I,$&]+L
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MEOM0K/*TM>*@YJ &IZ>GP?L,'$D>',*.]XIV*Z2Z= 8*X+,[E/>]Y\$=8/#[YK_7TZ"B 4MY1
M]@20S9ZB;#J=@LJ>;<#-Z<]9LUUZS^'Z2I,D$O<6:CW6=Z^I"]GCL5-I3AWO
M@!;SR!C>EVVZ]9MU[(?E+=EFIS\>,JP$Y[?GCJ5+]7J\7,]#LB5\!+B%C(\H
MMY#Q$>K3!5O-6R:NHF"Q\+(4V!U\'CZ_%'F7"WS*%*#.O:>3.9P<9O#&88?N
M$U"^TJ=-WE8"7-.5W4,?X^TVB5KKA^OXG7^QKXQ;=.UXU+7C<=>.)UT[SI"-
MH7Z>;\]YYYZ+SCTGK,5ID7D;6@MUQG7D6
MI ,[87G\@L]=OI9":? _]+Y1.W>;=NAUUZP:6.]2#0LNUDP$YWY$ ZP_>
MD0\I7(6^6W-RQ"TW@;:&#
M@=NQYU'GGN,=N@9G4%HW\S^[T\X]Z^BM?F?^$SQ1LN_T]YW3C=+%@[L;*TUW
M[O]Y!:$Y]O<1K?\<1.1F T44EZ5T'@2_?_42=^PD?BR!=KWZGDP T6GU#/%&
M'=2K*9O_]?=7>-OR$G;3T;1COWFG?C. ".O4;]&MW[C3NLPFI*\F<4CPOU"G
MN:T_!OWB/P\OD^AG:4?G=0Z]C[(L=IJ0$\'YO@GZWO=.1,X>)]L+U;JVL5]&Z&45F%K6!]V3H^ R14QU%TGOM@3ST1%(@24C
MNL>%G]IMGT*SI\ S-51*7 E?M0C\?FB-^+'S( DVA^C39J$^]O&X]FL
M)\HGXWE/E"=0RB"'^,#],=YTU ?1<0]$9WW,=-;'3.=]S'0LO7#R]SIGU=WQ
MVO1\0G7DKSZHSGNANNB%ZAC?/[P>3QSISGP?95SI]C/?V70:?(@?GX#@=+:O
MM1T%7U^7W]+UVM'^=J4[ZX6N.+I.SP*N=L2^2\5[HSKU=YVYT
M>UJ'B;^KWXUN3^O R'9PZ+IQVE%OI(_GO9$&K;,WVCVN]O3DI#?:LQ[79-XG
M[4E_?#+&4/JR[I[+]\5G[-S=A3\0
M7(N'%^[M4IGY/> Z\L/^:2YZH'G< \WQJ ^BGE$!CFI@'T3[V'NR+@0FQO[]
M83K:E"RPGQ-6W6O[E(U]4!W[//D[RH)]4SS:.\79^(22[?;H P)=:>\TY_NG
MN>AAG@O'>5YO5@5@#H;)X5>$42UR %=><@2KA@I7MK ^SGO0G/1 <]H#S5D/
M-.<]T%RXTKS%//W:5DQ'D"6^15D6;UI2=C7]O6P'R%F7>XN:T)S'P1T._UE&
M26!.ID.4N"%'B9.0G22ZM_'RZ1DJFMN=MDZ4F-+W(]Q"&CUB3%KPZ-JIX0?R
MBN<[D#E-F)J;A<'IMLHQHXS?ZYV63= -5;K7.]$%K! .)(%E5=/OI*;;HI$0
M-TN'SP$"GLLW1JU> =M$[;+(-C% KPV"R_@G8K"A1 4<8RJ-;NI9R=G3!D*"
ML3$JK@H< !X_67I8O4T[_54QL$%/%0@0IP#$4TU+7X,I5]\XOF<
M"+J%^+F2Q2'.T0L0]CB"Y#7]"06L -0$0>A6($,MHAR],(+"9,4I,_+V9'DR#
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M &D#   1              "  9$+  !D;V-0&UL4$L! A0#%     @ K(E82--W^Z]Y @  /@T   T 
M             ( !/Q,  'AL+W-T>6QE&PO=V]R:V)O;VLN>&UL
M4$L! A0#%     @ K(E82(UF^4>. @  @0D  !@              ( !\AP 
M 'AL+W=O!0  &               
M@ &*)   >&PO=V]R:W-H965T&UL4$L! A0#%     @ K(E8
M2!:WSW8X!@  FB   !@              ( !IB8  'AL+W=O   8        
M      "  10M  !X;"]W;W)K&PO=V]R:W-H
M965T&UL4$L! A0#%     @ K(E82-4T?7J? 0  L0,  !@ 
M             ( !!#H  'AL+W=O&PO=V]R:W-H965T&UL
M4$L! A0#%     @ K(E82*NWV+NA 0  L0,  !D              ( !A3\ 
M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#%     @ 
MK(E82!9JO]V? 0  L0,  !D              ( !"44  'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#%     @ K(E82)(%JO*? 0  
ML0,  !D              ( !CTH  'AL+W=O&PO=V]R:W-H965T
MD)+PH $  +$#   9              "  3I.  !X;"]W;W)K&UL4$L! A0#%     @ K(E82'0U*)ZA 0  L0,  !D         
M     ( !$5   'AL+W=O&PO=V]R:W-H
M965T&UL4$L!
M A0#%     @ K(E82+ J1>VB 0  L0,  !D              ( !EU4  'AL
M+W=O&PO=V]R:W-H965T&UL4$L! A0#%     @ K(E8
M2*X*/C:A 0  L0,  !D              ( !'UL  'AL+W=O&PO=V]R:W-H965T  !X;"]W;W)K
M&UL4$L! A0#%     @ K(E82#/I'&PO=V]R:W-H965T&UL4$L! A0#%     @ K(E82(2PK4#J 0  Z@4  !D             
M ( !:F<  'AL+W=O&PO=V]R:W-H965T
M&UL4$L! A0#
M%     @ K(E82)G_&A6D 0  L0,  !D              ( !/&T  'AL+W=O
M&PO=V]R:W-H965T&UL4$L! A0#%     @ K(E82 #1
MDRFC 0  L0,  !D              ( !UW(  'AL+W=O"!>G:(!  "Q P  &0          
M    @ &Q=   >&PO=V]R:W-H965T&UL4$L! A0#%     @ K(E82!2 :QO, 0  X 0  !D 
M             ( !9'@  'AL+W=O@  >&PO
M=V]R:W-H965T&UL4$L! A0#%     @ K(E82'"YE..C 0  L0,  !D              ( !
M)WX  'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#%   
M  @ K(E82(SLWJ(" @  M 8  !D              ( !'(D  'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#%     @ K(E82!6TTT\>!0  RQ@  !D     
M         ( !PJX  'AL+W=O&PO=V]R
M:W-H965T&UL
M4$L! A0#%     @ K(E82+I"&PO=V]R:W-H965T-N':0(  )D'   9            
M  "  >3@  !X;"]W;W)K&UL4$L! A0#%     @ 
MK(E82)YXU;;! P  GA   !D              ( !A.,  'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#%     @ K(E82.);7T 1 P   0T  !D         
M     ( !-?8  'AL+W=O&PO=V]R:W-H
M965T&UL4$L!
M A0#%     @ K(E82$C[VHN) @  V0L  !D              ( !*0$! 'AL
M+W=O&PO=V]R:W-H965T&UL4$L! A0#%     @ K(E8
M2%4XW_<[ P  6 X  !D              ( !A!,! 'AL+W=O&PO=V]R:W-H965T(9 0!X;"]W;W)K
M&UL4$L! A0#%     @ K(E82)[>FDN5 @  @@L 
M !D              ( !V1L! 'AL+W=O&PO=V]R:W-H965T/
MV@$  ,0$   9              "  8,A 0!X;"]W;W)K&UL4$L! A0#%     @ K(E82)MU&S)< P  ;0\  !D             
M ( !E",! 'AL+W=O&PO=V]R:W-H965T
M&UL4$L! A0#
M%     @ K(E82 !MO]H( @  &P8  !D              ( !Z"X! 'AL+W=O
M&PO=V]R:W-H965TFK6@(  !8(   9              "  4@S
M 0!X;"]W;W)K&UL4$L! A0#%     @ K(E82+?X
M0O]& @  N0<  !D              ( !V34! 'AL+W=O&PO=V]R:W-H965T   9              "  8(\ 0!X;"]W;W)K&UL4$L! A0#%     @ K(E82" !9GT) @  MP4  !D 
M             ( !-T(! 'AL+W=O&PO
M=V]R:W-H965T&UL4$L! A0#%     @ K(E82&2UW*YH @  KPD  !D              ( !
MQTH! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#%   
M  @ K(E82&W'CUV( P  +P\  !D              ( !+58! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#%     @ K(E82'DZOZHG
M @  008  !D              ( !PEX! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#%     @ K(E82 ARA#I-!0  @AD  !D     
M         ( !3&P! 'AL+W=O&PO=V]R
M:W-H965T&UL
M4$L! A0#%     @ K8E82$*>BH9CA   O'@$ !H              ( !DWT!
M 'AL+W=O&UL4$L! A0#%     @ K8E82#WZ
M*U>* P  F0X  !H              ( !+@(" 'AL+W=O&UL4$L! A0#%     @ K8E82&,D;N>;; $ ,H4% !0         
M     ( !\ 4" 'AL+W-H87)E9%-T&UL4$L%!@    !N &X -AX 
' +UR P    $!
 
end


/]!J(!6 BHZW[!1:#%UU9BJW^FEJ0GFT)7/D/10G\C.\/FBH
M+*L1QJ#&(%Q*I.N-%6DX+7?PR) V5]O!::%_4*>C1N43#@%]*KY=, F/W-_\
MG1X_$8/V(*F':7ZS3^_==N+N-P_D:&ZE&]'XEU;7-Y8W6 Z,1==DV71L/S32
M6OT+VS:,W0EX@VG1X:KZG!%THX:/')B5$3PDB-U/ILWI>H^PCJI.@(M7KVMZ^IS<+E \,0
M&!X.AGLC5&4BF\9_B[]KG3P[=;W?P/QH;ADU2N6VKUBH#&^MD(9\A4OXO7*W-7N,LW.P[[8VEL/U@QL4G\O/&KI:1XY-LXK,JH">W=#M6'#
MG^'%OX0?_G8N,[DV#@VUI)6+@4.UO]Y88;2V7>CG2V]&D_"\:<+WPMW#]/OP
MC&PUO&@=6)OP[W_[C_#4&T[VQ7-3_TR'NTSADQS*R3-1;_WVCRNT;UTTSWPY
M^-E*5'PY^.6V6?K!*L]5VJ7?;-/%(G2]9F1]B-G#B&@]0T8A]CRM79\O!MJH
M#S.R?J5-H[WIC4Z/=]3AI2[VTYM(SVKG8$#CT_AFQP./(;UG=-WU1E SB',)
M+XJW]OYJARP90U\",-?A>]9)/?,<=_#XL3PUX6"[FOP*Q1=^WYWWL[8GL 2P@'&VY9Z"KK^EX#[A:
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MFLZT#(2'EZ*[\+"[\+"[\,@C*TZ??T+,5&0(46*7+A!'D4-_Z_SRP">7+K0$W:K6-A2))^(7>$3.2#/[26,BND-$D
M_,DJ2ETFHU?"8__R;W#8(6VW_]A4SP4%G&]<.5ZG[_
MWJQ7JD_S43CK]UIY2R^PL?]:.2WL43EU.TNHP9\?9B)_MX@TK80#?YYU/(Z&
M5A3RQL)[G#,.=7$*_A,Z
M)\UJM1L#W.T2EV:)8S(;WD)1W=>-DXH6[MO5_[[U*Z_==:
M^E_%3 9V_]'2/T+?8,EUYM4=ZB665_L+512Y%\*."1TPGC&*^^NFN7,FS,H0
M#4,W=TA"7?]7VV[>4AU'V?&%9TPW_96+^O@W^AZ9Q4""KQ=/"JQN+:7NSAZ^
MR';3X_0/:QVU_@^JK/]?FD/&B__[;"!KT3QK ^TW@4+/!LJ^_RIQ/%!BCB%L
MC]#("G\@!4-6BJ%&OS@S7PR\+X9'>8FZB,)A#TSYZL)HWS4U#K-:/*CWDY!!#O.M[
M0>][YK\.\C6W^ 1*)O?=,5SCB$+AQUAM/$!8>7,I?\!U/D&ZMM.(G>0QL#/G
MZ.?1C::EOVY=I%K&_+"S5LW;
MIW*WDF>./+^W$3N/_EL3GMI_\#O?&CGV5R;_5?:5-_A*R\1"'_/B,'LN 61.
M%_BG6GKG=FSZU\/#'/A;_TR>P*>QX]6&Z>SA4B\QF8G_>W>E".75PZ$QATX<
MFE.;A,:K'-<89=G%,H?6F.Q*2=$DS)AK$N#DP#-3P=*&M?@C]!9S\U\O?%L,XU@*]#ZID6'V !EXXRW.:V=._C/
MC#N1E@E]2781/4QN;X.[UM+0/4S=:_Z3\=D]\T@
MI%J\M$?,^:-;G\'V^+>>>GB< 1H!6H%&ICV'4>O9;#FE/VD[K0DC,NT'
MH $"\3,;'^9--6 %_\2$HI8R;,_SUG*^;=SZR[JAA"5QK,8IZYR+G>6:0&R[3"_ANTO,'><.EZU+"HSO<@V6
MXR10(CEJ&T>;[T,V&ZH35,#&?#46ZE/AIP&93%J>!;4@+I^,_M>=0&_"EJ'J^":0CDB]
M/A:*SQ5.,F-K7=AT./N\;C0%Y)\(\'\BP%^. '_]GX4 WW>R_HD,?WX+=B/#
M3S97,X-8=*+_2\.<;4VY56>N9<;"I)KK[B?8&ZM^V Q#&V1R7LT!7S&((OU!
MBR-J87D#X#$S+4S7V0?6Q^QM">_$@$5&W\ M 'GD(O'SNTOA#R:MVI&J6V2EYRGHY)3ZL2(9T-#$\23X
MVSV'PM7B_V7OW9;C2)(LP>?QKW#)94X"4HZ@WSV"*?L @B 36;Q@ &;FM)3,
M0P ( %$,1*#C0B9*>D3Z%U9F'^6>G\\^+V6<6C>#7PXW%-Y/$ XO-
MSUH!QLHP8QN0^%'3>S?1F?B(FE8:"!&1FZ7L1K(+Z=;G0W
MP 9#X>K\&PI\/3$B*(N!$RM;W]8(^MV4>W7B2(/-/HAQK.GTLFBZZ;T=KR6 
M@$^[^FHS)SF1>(?@$7RA8Z7CO25S>,"%HH3E\BS,>JM_\VSNU3/L]%KI2&%T
MH3FD7E$KWZ:[.9M[6AJUV7O2E"%JBVVQQ424Z=3;EM@VZPQH9758G.Q1CB$PH]QU-7Z<>HEFD
M2VFM+Y7#C5^WF)A)-7 ZX+BE.HC7^X2)?&]/P(J+LW)%&H !NCDG78/.N/C(
M.0Q=Q:2H-!/-!27:6EP[X!V;^?12B0D8KXDATD]Z\F(:":SOM@2';]EIM0XK
M>^4EJ6=YB4@3.TC_KYNK&[E&.=V8)S^]8U?V]9*5X4LY0RL8*!4UJ.6=D
M(27JGAV??%06E7.=MSPL2CA?%YN;VW!8QGI]3\#LP&"T2GRTN.+%!S2M6*[O
MQ-:_A\?_[5__)QZ *8$]\M)7,[ZF%MK8MJ9LLI8S_M)@A7OP]?9JVQ5[Y^>B
MXN(4W6WN\,@^#G.]QMJ<9ZFR)EQ,1"(3KH,D!HY5,%*HL8OJP8K9F)F5+"L@1.OPU&LY0Z=X\Y[
M1[/D\ZX-.);Q$G'ZOYL5HA%C)=3%*&[2?=^AFDPLEF$01-1X
MCNWHFJY,8GS'85F33K"N]U?6O29*F,9(#%?X5"NS&;PSC2_W6#$?XU1\/#N7
M0W$RUP< \.X%VOQ?R8-3>:<]@.C#>]@+2Q2*_/%
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M>I6].0'&L634:Y(V>7F4>\"Z)]79T:<<[FT_4[/#R?KO+1UV+8,X/XL4T0/; YL4V*)<15M>)DO*C&6E9*%%7>Q\3%=*@C,[:*+^!/6V
M?H:V[O#\"$6'HE )*A_%$-.\3(PB-E^ PI!U.5,QX-H4HL5%M0I6#+OP:"=@
M4J6O\4Z:'FKJ%A,"<5,^;MV36:QT>KQ@ZT0*#4_OI0H*L<(I&K%(R@##KI0K
M["CL[;R]ZL5!<*+262#GPEX!]9CMCHI)M"*2EPP IVZBQA73W.')[V,3FG+1
M>)A"3%_%B*Y3!C*RZA__AC823V@X4FL4?V# [O"'8=
MWFR.J/;V8>0;$?=G)(OKQ/!F$J&Q&C!$'HHT@P5\(>IQ!.QC[0DZA? + :CK
MB< \T: PXV-A-R L6)>'
M5S479^S(N_N-BB-E=5#RZHU 6R/^J" ?R$>6+*=7]\L$UR.$?EC22 RHXWSY
M\14G2:S'XC%H(BL/PE=J0AAJPW-29T^;@?..7W*F ,=.X]RL)I=.EK$QS/$=
ML%IM)F;\Z\7E)XE]T[K952BXAC3XM?8[VD]K$F71T"ATYATV64GV@D*)XLM-
MDILP*3%&20(%^Z*U=+-2MH:!;#^265<#>@W9LFQ@@0 TFW.S*VI8:V8X]46!64*AT^(3=,D.^?# ;RY8^XL/W
MVKKCL(2.,9@9Z,QJ[4#4[ [^"?[H8%*G!G"XG0053(TG"4?1=" LY/,$U[A 
M3?:LLTMNZHQ<39"5,$<:C.>,;"'(W2G-C=@!=Z;YKMAB\\K.0@M/QP\8>_.!RAA$D4QT.UV/L]
M_5(KI#LR,U](VG"-MB"M(U1,-ZX6\X-)V#@=+]?:F+X7HDP)BO/FN?TR@KBQ
M+[.9\'>K,?$BJ2W[>3S?X*B7//M2] CEKM2";"M>D5=)&6D]WS0NI.8N6.-K
MK0PBP\-X0*_?2Y2-66+)-IUK?#S6:BS_WLL%*N%!K&(DA+/655Y: ,!='XB023/Y5@AM&P+*.R2/_N!)-$\3"+AE7Y]013[$@P>2?!
MY/]8!#.R JP=@LG5G)L0V-"BV]&/Z.E9/"AC,R%WG-R\%1;,PG=7W+-G%JA/*I,7"W'D[JAVT#G[%H8@_4SO^H)S'Z1I/(>R9158^81)J9AY>3
M]68ITJ),YT<3,_(L&13?:.19S\B+K&OD4>O)K&?8OJW*=]XJ-_.,'<$
M03;X>)TH&=Q-06N\$9@W O/&#HDL;<>S'.FI:4$\R-?*4NQGF6MZ=?_O7
M_P.]R.R=2\3@?U$-U: C+61"M(1JN>QU21TS]C='+ACTX$W#6N0
M^!@-QZAC*YI!GF#T) FR69(;AD9\5G\HO1U"85]!2X[<-YC%RWOGOZB'E)6<
M9R=GHG[JU#PE)1HLZ$ANYJ-R/L?S\],/*R,0(=$J;FR;"C2XH4=MD57
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M?LYV*N0&(VD"U^F*A%!<1WN+"U"Z<@Y@A/M:2H51B(..-G
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M 9>>Y&=QNI.>DD(,K'TLFCW:TF*.A,L/UDX =22G+H5P?\'HTLQX[&FB-&9@=)LU.V]8NF9WH
M:!65[JURY4F/N3/X\Y:UG<.%)#G6"(:Z1&M[G10:G8879[U#!-DOUL&1*,HO
MAH9UA*EUNH3^5Q[:OEYKC#PS.\@G P:K,<$X0F$2%3V^(N6O29YHKCFF/?5)
M>TSM >SKPW-5^Z/L1$T+W Q'0$C! A%33 E+VM 4M)FB%1!1A[4UYX*;1Q\JSZ03X5?7?.F:[%\UA8K=JOY:5[3
MI28[\Y*5K%.]".UK(OQ@4;P36BN@UQ^N%7SL[.'@1!;<=VGL=$69)H-6DT'=
M9%#?0W1SO1L_V/<674=ZU[TWUR_W+%_CZCH\_X5O+KQ]$(],U"[K$$?&^\[;
M?$32.ZELL.9_7-P3:RWCTZN"O8<5B!JW%B6R>"+$4JAT2J(?[7M2\1_?51BGK XFP*;NH>4O380.SLV5SK1U'Q?7]T@%9&-5DW1A?6FGSN%&#GL5KLMI*34U)8V;-^YEHSO+8<;QS\S^3#3,JMF+X;'CJRL1'NZD/*[)
M6[UFK*16M3&FM78*K2)PEOA_/3G^$:P9:8\1I](I.!^V\Q/%<,ZR3K=I7[8/
M-4P: P'4)_1N_&EB\/17SH'^8655:FV+Q/:\99Z<63.I(?NGO]?EG 31%RR,
M(9SE9ADCHUTG3&L6I4N28-),_4I47_'=5"],/2>=#BYJKAPC[VSNG*D .;%0>9*0F2#7\<,_L?E(@4W-M&Z&C\(8.JQ*C+U83[3#9T)%<:NA'TY4U
M#VE=(1[N
MZ9&1U.X[W'4'MKF5 =L-;N&RW0-49F [+\$Q\P["UZX%2>5D:5N'3J;NX^=9
MJ$!R=2*,9X>CAK6C#K WZ-$&V\'@8M8>!UV"Z6+"]IMOSNYJB:G!]7 ONT;<
M<\ME:MDS3A=0.!$X\1'2^FK?2?TR\6N_2(V7MXS)^(%6DJ?7?IZAGSBAU@@!
MP9G!X:JQ5(*7FRE' :F[7!*\W2V+V; &\GOXN@#EL,2.2X3QBZ3]1_;L@AVX)M:[%.[^\
MI:TD)8B6ZU3C+7-( 1PKBTM?A*/?8(X)-Q&;5790 TV9K9N3M8/,O&-$050E<9#'456FP<$.FW/ _V,DQ;")N[>7[ =I%(\J^O[$6U0:
M3QQ0E^5H1+_?,W3"ZE8"4V&'NA3;$FT*#3V)HRSFN611PG_(9*B1T-^\UGQ;
MM0T0(*\8K:K>H I:>.;0T80F1MV 1*NW(+P1"[<+.32V>1MIQ"KZS2&'P_D5
MAA:<8AWT]@^C(BOZMCNMHC(>[;#->3'JV<0D2I)AD%51E2;!6UJ0%^%+P/>%
M/@Q!O+"7%OO;-IR:*T=ES_X:Q$YO-QU;9ZP9>NM= #>D^C\\V2YFCR$29 F1),XWTD45V!:HW2$?^59$!?/TXI;C8DF
M=+@AK=[+V>>KX+8*Q
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M?EQ\F<..W!IF7A4L!>;$[8BMYUDTI%\C^@1<I;C9X>[^7R]A&ZKE^!\/;Z3D1ZI&+Y+
M(AB:+-U&:1F#\^=T-]&O-*=?](EB^DD9H"OL:8(SD]#S&?/DX?5&B*A*9G]!C%Y;#2&]=5\?ZQ\\ARZM)K,IXNE
M2F!=3@_ND4^A(S'%(*_N(E,D[,>:$6\N)(N1H5AT#5EMH.=* '5M'6M-F(%+
M3(M.:-3)=1IHD^^X-*GO*4G5-+@PSE@;_5Y+HI.WWT8/U2"K+]'WJI*VA)WP
M%:Z-)!(ZIT% 40ML5 Z&+8 LKLIL;2>_:>\VHB11W=*JUFW*N/:O)=_:UFI(
MQEG6(!225J=U@49;BS-9WDW2E,22/K1?54]% _!;O@B3..N0E73=2U?*.B81
M8>-0TK(O)9! -8%ZQSUT2>2P3'E.##)+IZWVF]0@;7X !0B6#[J'\XW[X&JS5:K++_/!/;)PZ=J3W@.T2K!M@E>0^
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M&G3:^,<[57S7D$5P+#[(Y[78]GY\-PD0#,I:)G#[2\''PPH_OGIP/29N\T"]+B]8T8%]Y WI.3 MO1V\'1P-GH?F2_ S
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M]!)GPT%:\#SI7LM)RQI5Y?XEL+SN.RU#3<&J.
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MWQ^?6^W3T3RAK9:9LE2@V2ZLQF$2ER1#%^@C2^0\IE$Z*F@71B/N60UB-)*2?#F@QU0=>E_)3]^//IFX-3&E,<
MGKS[C:YG??3Y$]M1^ [6"_8^$L5$92(3R 8T6#G[96)DC9'L1*5V8KT?:./%
MP>EDK@XU2?ZTLRG&%^QM]KD-8BIT^23!WN=]_L^\]G$Y/6=?,I%J2>LWS/FU
M+_L@ U(#2B:)-!Y&.:W7WN_[_!\F]^[H#9)5UM.5S$ZMEOKH")%,Q-D>]L/A
ML&@O5S&*AM0X_1IA4'_;-_\)_!"3;/@K]IOO[_#DOWKI[-WIFE%U
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MI#2#@3Y:3W1(H!K%#RL[VU1]-X\D3ITTWGH"TRK?:]Z
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M!H%QE7?CB3TK+#&S%Y#J9M:/Z96SBV-"E;OE0JD-LFT;*WX>-LJ,\JCN>5PZKOQ[UPYINY>
M02*@\Z* W*62"638D:\R3)V$23SQRX+C^0XD6 6>$.:^&@=3;<(H!A_;K%8-=O5E?%\7]17_ :H0FVIY!S28I>(T)*P/JYI? @@728IW"EU(
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M"K!8BRVG;*87-*,5+%[;_.Y: J^UN.DJ_%:9.:J*L29NYK/TBBCN\9M7C"-D41L
MP,98B?L3]6NZ)1+1'UJGLF^FI-%U#04.L,(W4]U%9P_ZMI=:*Z/N'N(HQRW5
MT4-IS]T9[_
M<0XG&_W]1XO4A22N//N5#T;=Q%"+@E4G)9#T758^6O.0?3$H"YOBRQY:KP_>
M:,L(2%3P4WL^& Y[YR9'.N]LN12)Q;MJV?:6\^Z6DR**.\9<=?(B=7QTV[3?
M#];I(=EZ*I7=G3MJA;K1"LR&T=8;L;&M\E46!D^$H&93.!?E5$95?)"EV4%:
M')!^R+X@$W6;Q"\04<-W,;P_=!N;4G$\%7%3?+ RK P:!Q>)$)VK/?J50M#&
MO0PGRD'U4 )EN;B!T7OG./UT+H^;Y+].N\2AB
MY[TAM;*9=7>_D.H,-(I!::Z"&4+4EA8H"!?IO0=BDP%;D<6]'<^N:R,-P^M=
M3>[F4[MNICH'V+-+G]"-#1*;?"-@FKEM92H.[^0;@:C^\P%4S
M@-D^_DF.<5TU-7%6PH7H&H?H,]VCB\VJ/_U 5X.Q*]A)70C).K?P.^!6N:J1
M1)1N7XO C".B$<=-;:E&@732$29M>.Z5%06O07-LOX=5+<"+HO9# X/=<7CT
MA+36#1S+G7LR#TTU915"_=C(5P[8]D12=X2@M@*L'Q]1"K\N9U7M)2-$*N\5
M>>R)DNF,$@WVX(7/$2H=Q7B5?A>E:N)KHT"#O1)QWL,BXW:3+-D2R+9#W*<$
M7 /8^6D!G<%>5N8<?56T)K53<00[@LO34?;D\,M@3X6TH]X5XM6'
MQ;>)K<1JI8ABEQD_+6B2=B_E/>2QI5&)WU\7# F"J+)2"*-$XWFZC3QVB'/$
MRB'P?\A-EMCJQX%DD(
M:N>-*V)0PB-" ^G-J!Q6F'^!5Y\:[?;%[7Q&31Z,&QRFP>Q4-
M_M&!=T$V2@/@Q&15^NA(NB"MXB !/D/^N/"X(,$UD .=AD;^A+ WFC)GN^"8
M%_M/B&^C$Q,+]Q_RIH^2K!6_%F31,)&8+"= C?G6$"N?R5;O&H.&Q.R@3',=
MS?3-@LN"#$&R:1R,1D\/(",:XC6).5LIH[^_/E*,EC'.."$Z3A'1FXQV#0=#
MI&#$<:5116_)>M%M/40P6S%BS ":L!6?I6T>=4USE61$1I0K>JC(M4$6LS^$CON05BU5J5CJ2Y29C(=#T\(HPZ;EP5L+HTVYL?@*
M^>%Y<,?#7/V@HX5>!$8GEJIKK!8KQ9$;3=$S20P,7(.@5=J[#VW5,4B!'%, 
MY2;A'+13TV6[QZ"H\BBKJJ L$6.O(%<:N'+@K??=#71,NV>[SQ26/_UI5:KZ
M5C+SMNQ#XC71:!ASD&/!&T0S0&!($F_)0$R1.3B44YT13>.4ITE% LEH:Q9B
M1=3%68MY&K&41E<.,J5#W"LC!R%2!S(@\>9Y%/54DW;<$'+$<<
M-/\%0 G/63/0A4<:NO"-ABX\-+:60P5=B$ZZ4OL>T5#XE[?@02>H%NHFGUKP
M5X]HL_?4^_%B+'HP'/48!$UARBE-%>SI
M&8 >3J#YV
MARJ YFO <'/XIC4$91T3.Q!'2-=9XL^R0=( DK![4CB]:=8T;Y'V@-"XE3)_
M*JN;6$4D[%,9GZ82(IWN*MK
MYB#@2>-/"M)A!WR>39,-(%U33*2VJBJ81)FULN2@(W.^%)A45\\'G3VK0!?8
M']4$+A[:D#!A7)OGHO!97&-[*2NQ!0KS[8I+USY151?9U*^-.FD^4G#1PEF;
M#$BO:J,*YJ/7RX26V"CZJ\TEC)D8J\R[ [=K0-Q1=XSWE;!UR0L2? .04(G!HQTKCU.
M]$=4+A1WND[3(3XL2OYPA,MX!#"_$C:;#!^2P+67Y6@IP0W-RM.3CY0Y^68S
MIDUFWF#>2QMHTE=6O8XO(V8?PW_/,Y4\^=#D3[)&*3#,K$#'C<3
M$D](.RN$L$?52(CY@&32[3=JA)V%'9^=
M_'KX\>37X_#UR?O#]T7?\_N-Y$\94E^]@4'#^A!3KS^+$
MLZM+TWBG-^*I'UL)#"%MQXTF[NY=%9._"5E"W9>ZMJ]G\ZQ!>(M=1ZWQV/63
M>4#=K%L[$SOV]D5@U7U_KT8QL@W;*1%I '.MR*WWQ&M$/"E/4RQ.*=7CT([-=,CQ7>
M:SQH_:.D=\K"UZ'C_;.RQ9-5R*Z76E$>44!"OJ(_@5$Y^D<
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MFH2+QG4@/K>W4BB@:_V>*/BY52Z0@0I7:I<-%ZI]= 5Y_U+?2((Y5.V/0XWX#-LR&<')NL54/(W:]NH;I1#[FJ7.,5D#Q5O8'AEK? XTE<;<.?$PQA,DS:[[$3
M"ZL^YIK/9M7E8VHVZ&]6U[70@Q139P%@?DV!'5YM>,% F,44^!"7$&_C+7T9)B2-Z!MOUO]I[L6@"HS_@9
MEQ*C_2L&PSC^OJ/9B(N FKPQ57\:%FDV^<91G,3ZKV');0'C!1A76]IT:F0+
M)'M>\N^$V$9*C0&1I:+;>TMC.L!0FAIQ$T!UPF]XF8:#F*&^\NWC$CMN,N18
MQ93D@E$$5S9^P^Z>#\H$6$G9(-DVJ'=CO6+P2!!U%4#I*T?1*(OI_8)'))2I
M0'\WIAE8I5?B42R'T9!AZ?%WQ3A1#1N[2*$(IT:'68:;52-'70%ZH\Y>O5I<9TI2WF$EK>NT;;A8
M1-M24+]8UZ!34:;7XTNN4NA(\O4.GYEWCN2=U^J=SL-[)*K.R9PM'O4=<%I'
M9_^PLFB(RQ.>\3/.N>YXN[X-^%P?!/[67@2'9I/"EYR6>,IIB8&9Q.O))$ $
MH 3?GG.\QBFDS7>D5P+D4\1)EKA/O%Z$,S91$@J [#U^^?'GP_.5XG 5)
M%0^(] OZ@0_Q&#X/]U1*-3QG_$0L3Z@'4KJP\$FJ/OZ3^AR0_/@(*)C!(3=W
MF.'G+8\_ ")\@-3G]B)V1K;7#DT[LGT'IORX%IV";GX 5%,-@_[@%#>.+GW+
M%5 4_VZ F1J,5!/.>!">HY+ R#H%2/1N&P0%$[T-)Z,8^"ROZGBB%"G03$CWV>3KZX[1+!H'P!8%C++$I)
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M!&A2(,R9]AA!1E7HZ:?5894J%-%44'G5+T"D+Y/N_
MF4[?/XF/#V"I%:,!#D.%5Y4B1/!-.YL_LUX23QXM^:'!63++.4Z
M8^J7ZF"DI+*[FJDW(KTL>FQ24W@\NW<:)UR"/W*
M3M:XZHAK:58[^0J13^JILO.QEO$BMB0=K!?:M2Q)X 8CQ92LQ,L]LJ(K!=)M
M\H%CJP&?4FE75:<,R*NLC;6WXZNFRV;SJU$=351:Z&DDC/K"0:Y5:-Q>!81;]:+*&!SQU(8PS@IF9;I.**L180A
M"-#5[61F)J786]%XH*,(=D%7/DKA.,52F #M34VE'
MYM;(!OG(2BQV2Y^((ZR_S[3.M;PS$>GW2[C@0B0DW4+9.G(A=##'K;F]_0>1BV0
MON8Y 5H)DXD$=2H0""S:JH7.M++/A,455QJ$2#V/^,0>[),:W:V6+)I.(N.*
M;D>^= D:#!8VR.I47H%_VX7?K\"='&9O+PY+)%?;\946X0T)H70P)Q-F#P:1
M\UF96'$M3;["6'$8WLXP4 UJ3H=U@J[ N37F[+W=9(.LZUL):6B\+9S7N&C?
M=*_B09+6>]5;Z]RHM:<*M;?K:4L%#DZ97IL^-V5F0"*#N.N4:PLU8N$ARN,R
MRDO^*\FY]CB;=RM28HJ@ &35AUH(O'XAY#994#_OD1.,.,U('J':0UE#&*WI8!5R>D@9QO+@[6,M(1
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M#SE\5+.&;%@IGW=9R9%/LU0..(K+\H%6?]0086D\S%$4(
M^LABG';#/VI:*"X;OIRPYL.X#;^P1/N>I.HC&$Y$&J^M[CM/.0?QI,K5GZ> 
M6$ILJU?2',;'-3"_!*(K%_Y]HZ46SME&<1GF"^(Z7R\N/P&YEW/$%$+"+NR!7Z1UX%9.9V/7B*T96W"H
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M&!II+2C S(X/H58[QGI&EQ/R[MJS:U;KY8_NK89N%I 6N 48T>X@_'X9S1W#05W-2$IE4X-LPE:#4]3B)^F5F!9#MV]442YX][D,C"$AB6[[,R7
MA7=/[+7EQ7Z#<_S;^$; LZZLMM=2DSVAU6X39-=M$E$]!'[-!
M> CD:J-"#^&ORP5_JS&@&MV=$R_G\ 5"M=8#E%P9ENO9G+Q9HDZK&.:]:Q9.
MW7+3$L%R-4%6/B3.6N-OCEK3SV!(4?X6*WXM8K"[WG"X
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M!0BJ )]R+=#GDQN6M<\F@&OF$I.[6)B=MT[FK*&L&6?BY8-^PNU.83YNA
M8P5[4E8^2H0L8%V#UO.J+J  .1>$(D,@R+E=%)0,M%'K@'<9HOYS<&,W9@*Z7WO
MTEHB.AWPJ^ L%71E5;&,K&3?&2#",UXD&@ M4YY6>A!9#F=/' ":L4CQ"4J)
M9T)J>!T^636$9CV*'2FJDIKG-$0Z L."C=9<^UI(2E>[YN$  S0?!0F.%3$!
MJ8ZMJV##R.TYHJ%[1.M4>Q;HD,]V_2)$UFDH;#5 7$3P:.D8=+ER),[Q8 :8H#H0?I]+?/VNC%\L
M[^N[9:QN+'1S.2/RDP(,Q&AJ>&:;];,1#U5PY%X32[[WM-NERAMWA,HQVVF_
M]^IP7JF00W&7O (64B$FJL%>FL%V->3*W,U?YG"W,!E5%F[7PI2&F+8LFY=U
M#I2=[%]3MJX-80C!EK=08.R<L([YZ3;5YH, S#'33.(2-T=7&6?4B*7V#X
M'2M(S$NU[Y/9]$X#V!%M(:(=F@X)A4;A5<)B3G>Q6:Y4HHER@9G2/78Q4H[$;5:%M_DC$X_VB."@Z,D(+=9C
ME@#-Z\8HTT'V#SG*F]8HTW_(4=[:H\QLMG"-2E/$^.5@]XVWYK3.@!4_^';C
MG=KC3?_QQ_M7>[Q)DU3_\<;;'U8B;$1ECP'6BFZPV@*E#($?%_RY^E<=^$.?
MBU5&K$G*>N=$\VVUVG:A80+O!
MNP H$4G1%D3Z!!ZHF=S$P:X8,BB[ .1@9H\#R>':, R4\_? M9&T^9VQ;?I<%)X53$:(
M1R?=^]LX5K^13[6GF;YMW".=56/S?UOWIFMP!A8")/O_(@$#1"TVGE]M.]P!
M4&+GQMIMJ,<5"V.N9?$Q"W(OBX.?-_,)?NNP%+<:0Y+CJ&?JKX2S%))(A
M_LY&P9M.\1K6LH(X;2)&C41,-C"(TT$^K"%P#S3VOA0-2&B*(S[QL$[U,^8\
MBY*L!$)#/.(4^@R@0#3%.'4@LC):'5H[F"J2JF1JE 4V:Y,4531,2S;?P7Z1
MI EB#@/$^E2($V[?K.;,TE$=JN)=488206D5905PAMB YH*#I:@C@@I*]$0[O;HG12VMY,=E!]DZ01T$<*T2C309TYL72%!BTWLT:+#XYMDA5C[
M,*8L8AB^+AZZ#5P,9', H(2*X^P9:R\A9O055QU'2*CK3IF6Q'2M5G9?+PP6
MMAAQ^1&8]?;9QP;K9Q9'&>I_>%@OC+-5H7AP @SX+Q,:1A#
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M>$UQ8<(+"N&\5",QP9:'P5Q&0B)'EJ,Q900%X\I62)@!S"I!_FW'=
MH\<*]40 N)1R%/(D:N+,"I95GL9:1U&*$IY<15['#81[KQC.
MB2;P#/O^3JQ:/BC2@;F"?CE_%>X]V[]>_Z__BWFK5G-AB>][,5*>U^3X;^$
M6(+NH?&,$-F/4'%KG.AMAD1I:OI?Y"F/'MKMJ-(>M/IR4XZ??PF?/:HAXQ-\
M])O"ZNP2AMX6C-_)WM8.A.UZW12B"S7IHRB)2'DM-M)'M2M14_Y6I?YK9R/J
MZ]>SR>_AR\U4JKYV/LV/[3"TOF*,JB+M#KWUMO+8U=IA2,];JP#F\A/)E[.G
M-7HJ-6*?"Z[Q=PJ21CER.,\_9*?MVGB'_KI8-D<,S>LS9& N
M(G$OR+ ZM,"D3,$C/)NX=T/"^J'K<:'A0=9HV4:D[H7$L&L+JQF;"I>XFZQO
M,7BS0PXNP'+*F$K7PD9M6!4_KDUG4=,&Q%KG4^OQ[W*GN>4:Q$^$N!Y 'JX%
M/M(".Y08%G\@L;H!%G7>K0>8A=C!Q48T8X45&:E@C/#*]@KQ"B;6$^%^&ZW<:().?829JO*M^G1>;[=*=1
M+"=TETB\M3 AR/2K'G=GZNTK>_H(=+_09IWS[UV$)/=]:B4'R*XKY71'2J0_
MNHF>5+0^JD_R;K(':#V7N;^8K+\@#EK8-L=536Z!D,;06N(%)NJLG<)NF9JZ
M''!W(PY8MTG%E"MYV5,WQZ2!'S-RXY.O:U)PN/HB6]*N-T"T14E9@_ADW>+.
M):/@;G3?),,VQ:^3^O;J%EI.C2<9V"]RD<(6(W=$WG; K!+0I?3W^70KR'S7%US$9?O%^W)GG<,52W]:GHQ&>,
MW;/LB" )KY#'JOI''>_@%]=4M08E#7:JYFGFZ/1N(M#G 3)LMCW'[<5IKZI_
MN+D9Z$H2^AFM;#O/WB\'R%"QG]UF8BAV?"[K&-_I9GEY.V9 7TCJM7W!'5V]
M3W[[Y[7 S2/;8WZ%X,^+!S$=W$V0[>0TV#X=SM#DGAC?3%H1Q%HM=Z[%0>%>
M"&W";G\_+'S7"$3FV\4M72 3$IE/)_/YB@L%3,>=#='1X)JY4EVK4R/2]0O.
MIE,K*5?,V*6.J.*CBF\PKBUTE3VYV\=:,)J;5H.%6''!"@S=61HO
M[9_,510O;(&2F*E;D\JH]]OSR3U=1K%SJ7;MKN^2ZWJVJ^V^
MY[HNQ).VC[G]P%\2=X.-:?T28%"@7K9".'>1C6SN2AW \U[N="?4)TQV=7J=? E_)HXPZ2;U>F"VM=X:6_<(SA:KR4RP
MLMB^J$_55R]'=Y=\,#E"V/''/'0Y.^HU^&ESA>,I@,F=UQ-M53!&2C8):?+E+K,Z+^\Z\4&
M9"EM[1M_0\<6+J:?5+D]I3+\2UBOO2L3SS>J O=X-A,:\KNC&I8Z.C-7"K!B
MATZ<5[DHS?C!>3"+O1]_9$1TTFJYSC4/^*0><.?)UDD!W.U'C+B;0;TCLEPJ
MO"NP-_FW@KKJT2AX,(#\U^D5'J>C?FHQWR!+'\GR,&H^:#O;V+W".E\16_*C
M>ED;,_P3^JM?[NYYM[7;02)/_2K*SNT_D4YV;O\Q!.5@H#Q&8^(78#6U^<.%-34.!4BBP!"MA_U'KF_US2VT&;B5U_[
M1_=WHJ>OZ/CO20;_6./=LM]_+P#,'[X!_*5'N-LVG3\*?+=G.KW0N\X4LJXI
M_./@Q/ZA0+'_;T"*=3;-52;^4=&4_T/"*7OTRFU\X(\#2/_A[P*/[DS95:-M
M\/1_1.ST'WJ0TW>RDS2*8&D7G=1^.)S-5,TA;QC<%A.N*<1CN_/Z; YO/
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MY2F!R#6^$MW4Q1UQ'^SD#6892550)1%I2C]6JXV=:=+I]54#NE $/9U[O2JE/H]F],!ASPP*NO,O/_6XX=)TE[[\"]%%B5D<_GD.J//5Q9)C"\X6
MX^ZXF[RB>9#^MYYOUBH6H??Y#D].D3VNF9P4M#.2R,?$$NGB_&S;59QGDS1\
M1WKJG^GK&2"0&-:M<_NJ@Z0*SU J+!Z&[Q=0)3OWIRBBL"@+OJ8+6HESK@K^
M$'X<_P[5LW<**4T![Z5I'/YVB[A\DJ20\]K[5I*697@\IO/^#C@*Y^LE[I2>
MB$6;L*-0TR9=N8H (QE\B]+^N^M-JB$-UQ!>=(2_JJUN'+FKAE_<*9W>KO^.
M./YF9?2Z&KS"DP0??E:,!I6I"?Q(@$54&S,X7RH,9XO+.6,\OS4\_2I^@%,\
M&(6Q&7O0S#3$G*%&0;.Z$)PL5 L W;%\*/HSZ6M3U/1%NW 3U3X*5V"TIZHS
M2639-8"&L^BLZ2/WX'<>.ZF(S]+4U&J.&K"7+\)GR2@=%&9]H/1S854D3H_Q
M[(6",>0P+-*)@3@F4<,U6]="*XM6I$_O?>?<+-_MZ]L+8AINL .YP53R"CXU
ME'XTDR=E5+(*.*57YYYK 'K.0J<+TMV.%>1HOIC;EWXX5@$N3&&HKJA7
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MIBDW:KRS
MF,\:M:6)%J^G:WTG3>B*9LAIX>M6%\A2,8<2C.5W) *J@4YQ9:RGR^T7051;
M1WD*58(T]\R(UBA_C99NHZ31]Z L<4^%G//V?15R?A'N0+]-I,:
MGTWC<;UE (?7X*)6.)?/?+*K6;%A(''TX/&RMHSTO>GD[W&85]>7=K/.EQXL
M1FO9K]14:4CYG(G6[C<
M;A%XG-B2#K>:SG[>S#@U;ENRBD3T;4]JL4FBRQ37(+B.9QITU_%,@_P>:?;K
MPPAI)!CY%NW#Y;H[ 5U6ONJ?G3:4$LM1\$/O).?9IH3>;'3C\FE61]@&*C]W
M"K+_B@>Y8%CW
IDEA: XBRL DOCUMENT 
/**
 * Rivet Software Inc.
 *
 * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved.
 * Version 2.4.0.3
 *
 */

var Show = {};
Show.LastAR = null,

Show.hideAR = function(){	
	Show.LastAR.style.display = 'none';
};

Show.showAR = function ( link, id, win ){
	if( Show.LastAR ){
		Show.hideAR();
	}
		
	var ref = link;
	do {
		ref = ref.nextSibling;
	} while (ref && ref.nodeName != 'TABLE');

	if (!ref || ref.nodeName != 'TABLE') {
		var tmp = win ?
			win.document.getElementById(id) :
			document.getElementById(id);

		if( tmp ){
			ref = tmp.cloneNode(true);
			ref.id = '';
			link.parentNode.appendChild(ref);
		}
	}

	if( ref ){
		ref.style.display = 'block';
		Show.LastAR = ref;
	}
};
	
Show.toggleNext = function( link ){
	var ref = link;
	
	do{
		ref = ref.nextSibling;	
	}while( ref.nodeName != 'DIV' );

	if( ref.style &&
		ref.style.display &&
		ref.style.display == 'none' ){
		ref.style.display = 'block';

		if( link.textContent ){
			link.textContent = link.textContent.replace( '+', '-' );
		}else{
			link.innerText = link.innerText.replace( '+', '-' );
		}
	}else{
		ref.style.display = 'none';
			
		if( link.textContent ){
			link.textContent = link.textContent.replace( '-', '+' );
		}else{
			link.innerText = link.innerText.replace( '-', '+' );
		}
	}
};
IDEA: XBRL DOCUMENT 
/* Updated 2009-11-04 */
/* v2.2.0.24 */

/* DefRef Styles */
.report table.authRefData{
	background-color: #def;
	border: 2px solid #2F4497;
	font-size: 1em; 
	position: absolute;
}

.report table.authRefData a {
	display: block;
	font-weight: bold;
}

.report table.authRefData p {
	margin-top: 0px;
}

.report table.authRefData .hide {
	background-color: #2F4497;
	padding: 1px 3px 0px 0px;
	text-align: right;
}

.report table.authRefData .hide a:hover {
	background-color: #2F4497;
}

.report table.authRefData .body {
	height: 150px;
	overflow: auto;
	width: 400px;
}

.report table.authRefData table{
	font-size: 1em;
}

/* Report Styles */
.pl a, .pl a:visited {
	color: black;
	text-decoration: none;
}

/* table */
.report {
	background-color: white;
	border: 2px solid #acf;
	clear: both;
	color: black;
	font: normal 8pt Helvetica, Arial, san-serif;
	margin-bottom: 2em;
}

.report hr {
	border: 1px solid #acf;
}

/* Top labels */
.report th {
	background-color: #acf;
	color: black;
	font-weight: bold;
	text-align: center;
}

.report th.void	{
	background-color: transparent;
	color: #000000;
	font: bold 10pt Helvetica, Arial, san-serif;
	text-align: left;
}

.report .pl {
	text-align: left;
	vertical-align: top;
	white-space: normal;
	width: 200px;
	white-space: normal; /* word-wrap: break-word; */
}

.report td.pl a.a {
	cursor: pointer;
	display: block;
	width: 200px;
	overflow: hidden;
}

.report td.pl div.a {
	width: 200px;
}

.report td.pl a:hover {
	background-color: #ffc;
}

/* Header rows... */
.report tr.rh {
	background-color: #acf;
	color: black;
	font-weight: bold;
}

/* Calendars... */
.report .rc {
	background-color: #f0f0f0;
}

/* Even rows... */
.report .re, .report .reu {
	background-color: #def;
}

.report .reu td {
	border-bottom: 1px solid black;
}

/* Odd rows... */
.report .ro, .report .rou {
	background-color: white;
}

.report .rou td {
	border-bottom: 1px solid black;
}

.report .rou table td, .report .reu table td {
	border-bottom: 0px solid black;
}

/* styles for footnote marker */
.report .fn {
	white-space: nowrap;
}

/* styles for numeric types */
.report .num, .report .nump {
	text-align: right;
	white-space: nowrap;
}

.report .nump {
	padding-left: 2em;
}

.report .nump {
	padding: 0px 0.4em 0px 2em;
}

/* styles for text types */
.report .text {
	text-align: left;
	white-space: normal;
}

.report .text .big {
	margin-bottom: 1em;
	width: 17em;
}

.report .text .more {
	display: none;
}

.report .text .note {
	font-style: italic;
	font-weight: bold;
}

.report .text .small {
	width: 10em;
}

.report sup {
	font-style: italic;
}

.report .outerFootnotes {
	font-size: 1em;
}
IDEA: XBRL DOCUMENT 


  3.3.1.900
  
  html
  1121
  564
  1
  true
  471
  0
  false
  11
  
    
      false
      false
      R1.htm
      00090 - Document - Document And Entity Information
      Sheet
      http://www.mack-cali.com/role/DocumentDocumentAndEntityInformation
      Document And Entity Information
      Cover
      1
    
    
      false
      false
      R2.htm
      00100 - Statement - Consolidated Balance Sheets
      Sheet
      http://www.mack-cali.com/role/StatementConsolidatedBalanceSheets
      Consolidated Balance Sheets
      Statements
      2
    
    
      false
      false
      R3.htm
      00105 - Statement - Consolidated Balance Sheets (Parenthetical)
      Sheet
      http://www.mack-cali.com/role/StatementConsolidatedBalanceSheetsParenthetical
      Consolidated Balance Sheets (Parenthetical)
      Statements
      3
    
    
      false
      false
      R4.htm
      00200 - Statement - Consolidated Statements Of Operations
      Sheet
      http://www.mack-cali.com/role/StatementConsolidatedStatementsOfOperations
      Consolidated Statements Of Operations
      Statements
      4
    
    
      false
      false
      R5.htm
      00300 - Statement - Consolidated Statement Of Changes In Equity
      Sheet
      http://www.mack-cali.com/role/StatementConsolidatedStatementOfChangesInEquity
      Consolidated Statement Of Changes In Equity
      Statements
      5
    
    
      false
      false
      R6.htm
      00400 - Statement - Consolidated Statements Of Cash Flows
      Sheet
      http://www.mack-cali.com/role/StatementConsolidatedStatementsOfCashFlows
      Consolidated Statements Of Cash Flows
      Statements
      6
    
    
      false
      false
      R7.htm
      10101 - Disclosure - Organization And Basis Of Presentation
      Sheet
      http://www.mack-cali.com/role/DisclosureOrganizationAndBasisOfPresentation
      Organization And Basis Of Presentation
      Notes
      7
    
    
      false
      false
      R8.htm
      10201 - Disclosure - Significant Accounting Policies
      Sheet
      http://www.mack-cali.com/role/DisclosureSignificantAccountingPolicies
      Significant Accounting Policies
      Notes
      8
    
    
      false
      false
      R9.htm
      10301 - Disclosure - Recent Transactions
      Sheet
      http://www.mack-cali.com/role/DisclosureRecentTransactions
      Recent Transactions
      Notes
      9
    
    
      false
      false
      R10.htm
      10401 - Disclosure - Investments In Unconsolidated Joint Ventures
      Sheet
      http://www.mack-cali.com/role/DisclosureInvestmentsInUnconsolidatedJointVentures
      Investments In Unconsolidated Joint Ventures
      Notes
      10
    
    
      false
      false
      R11.htm
      10501 - Disclosure - Deferred Charges, Goodwill And Other Assets, Net
      Sheet
      http://www.mack-cali.com/role/DisclosureDeferredChargesGoodwillAndOtherAssetsNet
      Deferred Charges, Goodwill And Other Assets, Net
      Notes
      11
    
    
      false
      false
      R12.htm
      10601 - Disclosure - Restricted Cash
      Sheet
      http://www.mack-cali.com/role/DisclosureRestrictedCash
      Restricted Cash
      Notes
      12
    
    
      false
      false
      R13.htm
      10701 - Disclosure - Discontinued Operations
      Sheet
      http://www.mack-cali.com/role/DisclosureDiscontinuedOperations
      Discontinued Operations
      Notes
      13
    
    
      false
      false
      R14.htm
      10801 - Disclosure - Senior Unsecured Notes
      Notes
      http://www.mack-cali.com/role/DisclosureSeniorUnsecuredNotes
      Senior Unsecured Notes
      Notes
      14
    
    
      false
      false
      R15.htm
      10901 - Disclosure - Unsecured Revolving Credit Facility
      Sheet
      http://www.mack-cali.com/role/DisclosureUnsecuredRevolvingCreditFacility
      Unsecured Revolving Credit Facility
      Notes
      15
    
    
      false
      false
      R16.htm
      11001 - Disclosure - Mortgages, Loans Payable And Other Obligations
      Sheet
      http://www.mack-cali.com/role/DisclosureMortgagesLoansPayableAndOtherObligations
      Mortgages, Loans Payable And Other Obligations
      Notes
      16
    
    
      false
      false
      R17.htm
      11101 - Disclosure - Employee Benefit 401(k) Plans And Deferred Retirement Compensation Agreements
      Sheet
      http://www.mack-cali.com/role/DisclosureEmployeeBenefit401KPlansAndDeferredRetirementCompensationAgreements
      Employee Benefit 401(k) Plans And Deferred Retirement Compensation Agreements
      Notes
      17
    
    
      false
      false
      R18.htm
      11201 - Disclosure - Disclosure Of Fair Value Of Assets And Liabilities
      Sheet
      http://www.mack-cali.com/role/DisclosureDisclosureOfFairValueOfAssetsAndLiabilities
      Disclosure Of Fair Value Of Assets And Liabilities
      Notes
      18
    
    
      false
      false
      R19.htm
      11301 - Disclosure - Commitments And Contingencies
      Sheet
      http://www.mack-cali.com/role/DisclosureCommitmentsAndContingencies
      Commitments And Contingencies
      Notes
      19
    
    
      false
      false
      R20.htm
      11401 - Disclosure - Tenant Leases
      Sheet
      http://www.mack-cali.com/role/DisclosureTenantLeases
      Tenant Leases
      Notes
      20
    
    
      false
      false
      R21.htm
      11501 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquity
      Mack-Cali Realty Corporation Stockholders' Equity
      Notes
      21
    
    
      false
      false
      R22.htm
      11601 - Disclosure - Noncontrolling Interests In Subsidiaries
      Sheet
      http://www.mack-cali.com/role/DisclosureNoncontrollingInterestsInSubsidiaries
      Noncontrolling Interests In Subsidiaries
      Notes
      22
    
    
      false
      false
      R23.htm
      11701 - Disclosure - Segment Reporting
      Sheet
      http://www.mack-cali.com/role/DisclosureSegmentReporting
      Segment Reporting
      Notes
      23
    
    
      false
      false
      R24.htm
      11801 - Disclosure - Related Party Transactions
      Sheet
      http://www.mack-cali.com/role/DisclosureRelatedPartyTransactions
      Related Party Transactions
      Notes
      24
    
    
      false
      false
      R25.htm
      11901 - Disclosure - Condensed Quarterly Financial Information
      Sheet
      http://www.mack-cali.com/role/DisclosureCondensedQuarterlyFinancialInformation
      Condensed Quarterly Financial Information
      Notes
      25
    
    
      false
      false
      R26.htm
      12001 - Schedule - Real Estate Investments And Accumulated Depreciation
      Sheet
      http://www.mack-cali.com/role/ScheduleRealEstateInvestmentsAndAccumulatedDepreciation
      Real Estate Investments And Accumulated Depreciation
      Uncategorized
      26
    
    
      false
      false
      R27.htm
      20202 - Disclosure - Significant Accounting Policies (Policy)
      Sheet
      http://www.mack-cali.com/role/DisclosureSignificantAccountingPoliciesPolicy
      Significant Accounting Policies (Policy)
      Uncategorized
      27
    
    
      false
      false
      R28.htm
      30203 - Disclosure - Significant Accounting Policies (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureSignificantAccountingPoliciesTables
      Significant Accounting Policies (Tables)
      Uncategorized
      28
    
    
      false
      false
      R29.htm
      30303 - Disclosure - Recent Transactions (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureRecentTransactionsTables
      Recent Transactions (Tables)
      Uncategorized
      29
    
    
      false
      false
      R30.htm
      30403 - Disclosure - Investments In Unconsolidated Joint Ventures (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureInvestmentsInUnconsolidatedJointVenturesTables
      Investments In Unconsolidated Joint Ventures (Tables)
      Uncategorized
      30
    
    
      false
      false
      R31.htm
      30502 - Disclosure - Deferred Charges, Goodwill And Other Assets, Net (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureDeferredChargesGoodwillAndOtherAssetsNetTables
      Deferred Charges, Goodwill And Other Assets, Net (Tables)
      Uncategorized
      31
    
    
      false
      false
      R32.htm
      30603 - Disclosure - Restricted Cash (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureRestrictedCashTables
      Restricted Cash (Tables)
      Uncategorized
      32
    
    
      false
      false
      R33.htm
      30703 - Disclosure - Discontinued Operations (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureDiscontinuedOperationsTables
      Discontinued Operations (Tables)
      Uncategorized
      33
    
    
      false
      false
      R34.htm
      30803 - Disclosure - Senior Unsecured Notes (Tables)
      Notes
      http://www.mack-cali.com/role/DisclosureSeniorUnsecuredNotesTables
      Senior Unsecured Notes (Tables)
      Uncategorized
      34
    
    
      false
      false
      R35.htm
      30903 - Disclosure - Unsecured Revolving Credit Facility (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureUnsecuredRevolvingCreditFacilityTables
      Unsecured Revolving Credit Facility (Tables)
      Uncategorized
      35
    
    
      false
      false
      R36.htm
      31003 - Disclosure - Mortgages, Loans Payable And Other Obligations (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureMortgagesLoansPayableAndOtherObligationsTables
      Mortgages, Loans Payable And Other Obligations (Tables)
      Uncategorized
      36
    
    
      false
      false
      R37.htm
      31203 - Disclosure - Disclosure Of Fair Value Of Assets And Liabilities (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureDisclosureOfFairValueOfAssetsAndLiabilitiesTables
      Disclosure Of Fair Value Of Assets And Liabilities (Tables)
      Uncategorized
      37
    
    
      false
      false
      R38.htm
      31303 - Disclosure - Commitments And Contingencies (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureCommitmentsAndContingenciesTables
      Commitments And Contingencies (Tables)
      Uncategorized
      38
    
    
      false
      false
      R39.htm
      31403 - Disclosure - Tenant Leases (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureTenantLeasesTables
      Tenant Leases (Tables)
      Uncategorized
      39
    
    
      false
      false
      R40.htm
      31503 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityTables
      Mack-Cali Realty Corporation Stockholders' Equity (Tables)
      Uncategorized
      40
    
    
      false
      false
      R41.htm
      31603 - Disclosure - Noncontrolling Interests In Subsidiaries (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureNoncontrollingInterestsInSubsidiariesTables
      Noncontrolling Interests In Subsidiaries (Tables)
      Uncategorized
      41
    
    
      false
      false
      R42.htm
      31703 - Disclosure - Segment Reporting (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureSegmentReportingTables
      Segment Reporting (Tables)
      Uncategorized
      42
    
    
      false
      false
      R43.htm
      31903 - Disclosure - Condensed Quarterly Financial Information (Tables)
      Sheet
      http://www.mack-cali.com/role/DisclosureCondensedQuarterlyFinancialInformationTables
      Condensed Quarterly Financial Information (Tables)
      Uncategorized
      43
    
    
      false
      false
      R44.htm
      40101 - Disclosure - Organization And Basis Of Presentation (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureOrganizationAndBasisOfPresentationDetails
      Organization And Basis Of Presentation (Details)
      Uncategorized
      44
    
    
      false
      false
      R45.htm
      40201 - Disclosure - Significant Accounting Policies (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureSignificantAccountingPoliciesNarrativeDetails
      Significant Accounting Policies (Narrative) (Details)
      Uncategorized
      45
    
    
      false
      false
      R46.htm
      40202 - Disclosure - Significant Accounting Policies (Estimated Useful Lives Of Assets) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureSignificantAccountingPoliciesEstimatedUsefulLivesOfAssetsDetails
      Significant Accounting Policies (Estimated Useful Lives Of Assets) (Details)
      Uncategorized
      46
    
    
      false
      false
      R47.htm
      40301 - Disclosure - Recent Transactions (Acquisitions) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureRecentTransactionsAcquisitionsNarrativeDetails
      Recent Transactions (Acquisitions) (Narrative) (Details)
      Uncategorized
      47
    
    
      false
      false
      R48.htm
      40303 - Disclosure - Recent Transactions (Impairments On Properties Held and Used) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureRecentTransactionsImpairmentsOnPropertiesHeldAndUsedNarrativeDetails
      Recent Transactions (Impairments On Properties Held and Used) (Narrative) (Details)
      Uncategorized
      48
    
    
      false
      false
      R49.htm
      40304 - Disclosure - Recent Transactions (Appointment Of Executive Officers) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureRecentTransactionsAppointmentOfExecutiveOfficersNarrativeDetails
      Recent Transactions (Appointment Of Executive Officers) (Narrative) (Details)
      Uncategorized
      49
    
    
      false
      false
      R50.htm
      40305 - Disclosure - Recent Transactions (Schedule Of Purchase Price Allocation) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureRecentTransactionsScheduleOfPurchasePriceAllocationDetails
      Recent Transactions (Schedule Of Purchase Price Allocation) (Details)
      Uncategorized
      50
    
    
      false
      false
      R51.htm
      40306 - Disclosure - Recent Transactions (Schedule Of Property Sold And Disposed) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureRecentTransactionsScheduleOfPropertySoldAndDisposedDetails
      Recent Transactions (Schedule Of Property Sold And Disposed) (Details)
      Uncategorized
      51
    
    
      false
      false
      R52.htm
      40307 - Disclosure - Recent Transactions (Summary Of Income (Loss) From Properties Disposed) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureRecentTransactionsSummaryOfIncomeLossFromPropertiesDisposedDetails
      Recent Transactions (Summary Of Income (Loss) From Properties Disposed) (Details)
      Uncategorized
      52
    
    
      false
      false
      R53.htm
      40401 - Disclosure - Investments In Unconsolidated Joint Ventures (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureInvestmentsInUnconsolidatedJointVenturesNarrativeDetails
      Investments In Unconsolidated Joint Ventures (Narrative) (Details)
      Uncategorized
      53
    
    
      false
      false
      R54.htm
      40403 - Disclosure - Investments In Unconsolidated Joint Ventures (Summary Of Unconsolidated Joint Ventures) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureInvestmentsInUnconsolidatedJointVenturesSummaryOfUnconsolidatedJointVenturesDetails
      Investments In Unconsolidated Joint Ventures (Summary Of Unconsolidated Joint Ventures) (Details)
      Uncategorized
      54
    
    
      false
      false
      R55.htm
      40404 - Disclosure - Investments In Unconsolidated Joint Ventures (Summary Of Company's Equity In Earnings (Loss) Of Unconsolidated Joint Ventures) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureInvestmentsInUnconsolidatedJointVenturesSummaryOfCompanySEquityInEarningsLossOfUnconsolidatedJointVenturesDetails
      Investments In Unconsolidated Joint Ventures (Summary Of Company's Equity In Earnings (Loss) Of Unconsolidated Joint Ventures) (Details)
      Uncategorized
      55
    
    
      false
      false
      R56.htm
      40405 - Disclosure - Investments In Unconsolidated Joint Ventures (Summary Of Financial Position Of Unconsolidated Joint Ventures) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureInvestmentsInUnconsolidatedJointVenturesSummaryOfFinancialPositionOfUnconsolidatedJointVenturesDetails
      Investments In Unconsolidated Joint Ventures (Summary Of Financial Position Of Unconsolidated Joint Ventures) (Details)
      Uncategorized
      56
    
    
      false
      false
      R57.htm
      40406 - Disclosure - Investments In Unconsolidated Joint Ventures (Summary Of Results Of Operations Of Unconsolidated Joint Ventures) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureInvestmentsInUnconsolidatedJointVenturesSummaryOfResultsOfOperationsOfUnconsolidatedJointVenturesDetails
      Investments In Unconsolidated Joint Ventures (Summary Of Results Of Operations Of Unconsolidated Joint Ventures) (Details)
      Uncategorized
      57
    
    
      false
      false
      R58.htm
      40501 - Disclosure - Deferred Charges, Goodwill And Other Assets, Net (Schedule Of Deferred Charges, Goodwill And Other Assets) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureDeferredChargesGoodwillAndOtherAssetsNetScheduleOfDeferredChargesGoodwillAndOtherAssetsDetails
      Deferred Charges, Goodwill And Other Assets, Net (Schedule Of Deferred Charges, Goodwill And Other Assets) (Details)
      Uncategorized
      58
    
    
      false
      false
      R59.htm
      40502 - Disclosure - Deferred Charges, Goodwill And Other Assets (Summary Of Scheduled Amortization) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureDeferredChargesGoodwillAndOtherAssetsSummaryOfScheduledAmortizationDetails
      Deferred Charges, Goodwill And Other Assets (Summary Of Scheduled Amortization) (Details)
      Uncategorized
      59
    
    
      false
      false
      R60.htm
      40503 - Disclosure - Deferred Charges, Goodwill and Other Assets, Net (Summary Of Notional Amount And Fair Value Of Derivative Financial Instruments) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureDeferredChargesGoodwillAndOtherAssetsNetSummaryOfNotionalAmountAndFairValueOfDerivativeFinancialInstrumentsDetails
      Deferred Charges, Goodwill and Other Assets, Net (Summary Of Notional Amount And Fair Value Of Derivative Financial Instruments) (Details)
      Uncategorized
      60
    
    
      false
      false
      R61.htm
      40601 - Disclosure - Restricted Cash (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureRestrictedCashDetails
      Restricted Cash (Details)
      Uncategorized
      61
    
    
      false
      false
      R62.htm
      40701 - Disclosure - Discontinued Operations (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureDiscontinuedOperationsNarrativeDetails
      Discontinued Operations (Narrative) (Details)
      Uncategorized
      62
    
    
      false
      false
      R63.htm
      40702 - Disclosure - Discontinued Operations (Summary Of Income From Discontinued Operations And Related Realized And Unrealized Gains (Losses)) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureDiscontinuedOperationsSummaryOfIncomeFromDiscontinuedOperationsAndRelatedRealizedAndUnrealizedGainsLossesDetails
      Discontinued Operations (Summary Of Income From Discontinued Operations And Related Realized And Unrealized Gains (Losses)) (Details)
      Uncategorized
      63
    
    
      false
      false
      R64.htm
      40801 - Disclosure - Senior Unsecured Notes (Narrative) (Details)
      Notes
      http://www.mack-cali.com/role/DisclosureSeniorUnsecuredNotesNarrativeDetails
      Senior Unsecured Notes (Narrative) (Details)
      Uncategorized
      64
    
    
      false
      false
      R65.htm
      40802 - Disclosure - Senior Unsecured Notes (Summary Of Senior Unsecured Notes) (Details)
      Notes
      http://www.mack-cali.com/role/DisclosureSeniorUnsecuredNotesSummaryOfSeniorUnsecuredNotesDetails
      Senior Unsecured Notes (Summary Of Senior Unsecured Notes) (Details)
      Uncategorized
      65
    
    
      false
      false
      R66.htm
      40901 - Disclosure - Unsecured Revolving Credit Facility (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureUnsecuredRevolvingCreditFacilityNarrativeDetails
      Unsecured Revolving Credit Facility (Narrative) (Details)
      Uncategorized
      66
    
    
      false
      false
      R67.htm
      40902 - Disclosure - Unsecured Revolving Credit Facility (Change In The Operating Partnership's Unsecured Debt Ratings) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureUnsecuredRevolvingCreditFacilityChangeInOperatingPartnershipSUnsecuredDebtRatingsDetails
      Unsecured Revolving Credit Facility (Change In The Operating Partnership's Unsecured Debt Ratings) (Details)
      Uncategorized
      67
    
    
      false
      false
      R68.htm
      41001 - Disclosure - Mortgages, Loans Payable And Other Obligations (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMortgagesLoansPayableAndOtherObligationsNarrativeDetails
      Mortgages, Loans Payable And Other Obligations (Narrative) (Details)
      Uncategorized
      68
    
    
      false
      false
      R69.htm
      41002 - Disclosure - Mortgages, Loans Payable And Other Obligations (Summary Of Mortgages, Loans Payable And Other Obligations) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMortgagesLoansPayableAndOtherObligationsSummaryOfMortgagesLoansPayableAndOtherObligationsDetails
      Mortgages, Loans Payable And Other Obligations (Summary Of Mortgages, Loans Payable And Other Obligations) (Details)
      Uncategorized
      69
    
    
      false
      false
      R70.htm
      41003 - Disclosure - Mortgages, Loans Payable And Other Obligatons (Schedule Of Principal Payments) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMortgagesLoansPayableAndOtherObligatonsScheduleOfPrincipalPaymentsDetails
      Mortgages, Loans Payable And Other Obligatons (Schedule Of Principal Payments) (Details)
      Uncategorized
      70
    
    
      false
      false
      R71.htm
      41101 - Disclosure - Employee Benefit 401(k) Plans And Deferred Retirement Compensation Agreements (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureEmployeeBenefit401KPlansAndDeferredRetirementCompensationAgreementsDetails
      Employee Benefit 401(k) Plans And Deferred Retirement Compensation Agreements (Details)
      Uncategorized
      71
    
    
      false
      false
      R72.htm
      41201 - Disclosure - Disclosure Of Fair Value Of Assets And Liabilities (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureDisclosureOfFairValueOfAssetsAndLiabilitiesNarrativeDetails
      Disclosure Of Fair Value Of Assets And Liabilities (Narrative) (Details)
      Uncategorized
      72
    
    
      false
      false
      R73.htm
      41202 - Disclosure - Disclosure Of Fair Value Of Assets And Liabilities (Schedule Of Valuation Techniques And Significant Unobservable Inputs) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureDisclosureOfFairValueOfAssetsAndLiabilitiesScheduleOfValuationTechniquesAndSignificantUnobservableInputsDetails
      Disclosure Of Fair Value Of Assets And Liabilities (Schedule Of Valuation Techniques And Significant Unobservable Inputs) (Details)
      Uncategorized
      73
    
    
      false
      false
      R74.htm
      41301 - Disclosure - Commitments And Contingencies (Tax Abatement Agreements) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureCommitmentsAndContingenciesTaxAbatementAgreementsNarrativeDetails
      Commitments And Contingencies (Tax Abatement Agreements) (Narrative) (Details)
      Uncategorized
      74
    
    
      false
      false
      R75.htm
      41302 - Disclosure - Commitments And Contingencies (Ground Lease Agreements) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureCommitmentsAndContingenciesGroundLeaseAgreementsNarrativeDetails
      Commitments And Contingencies (Ground Lease Agreements) (Narrative) (Details)
      Uncategorized
      75
    
    
      false
      false
      R76.htm
      41303 - Disclosure - Commitments And Contingencies (Roseland Contingent Consideration) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureCommitmentsAndContingenciesRoselandContingentConsiderationNarrativeDetails
      Commitments And Contingencies (Roseland Contingent Consideration) (Narrative) (Details)
      Uncategorized
      76
    
    
      false
      false
      R77.htm
      41304 - Disclosure - Commitments And Contingencies (Departure Of Executive Officer) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureCommitmentsAndContingenciesDepartureOfExecutiveOfficerNarrativeDetails
      Commitments And Contingencies (Departure Of Executive Officer) (Narrative) (Details)
      Uncategorized
      77
    
    
      false
      false
      R78.htm
      41306 - Disclosure - Commitments And Contingencies (Construction Projects) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureCommitmentsAndContingenciesConstructionProjectsNarrativeDetails
      Commitments And Contingencies (Construction Projects) (Narrative) (Details)
      Uncategorized
      78
    
    
      false
      false
      R79.htm
      41307 - Disclosure - Commitments And Contingencies (Other) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureCommitmentsAndContingenciesOtherNarrativeDetails
      Commitments And Contingencies (Other) (Narrative) (Details)
      Uncategorized
      79
    
    
      false
      false
      R80.htm
      41308 - Disclosure - Commitments And Contingencies (Future Minimum Rental Payments Of Ground Leases) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureCommitmentsAndContingenciesFutureMinimumRentalPaymentsOfGroundLeasesDetails
      Commitments And Contingencies (Future Minimum Rental Payments Of Ground Leases) (Details)
      Uncategorized
      80
    
    
      false
      false
      R81.htm
      41401 - Disclosure - Tenant Leases (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureTenantLeasesDetails
      Tenant Leases (Details)
      Uncategorized
      81
    
    
      false
      false
      R82.htm
      41501 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Share Repurchase Program And Dividend Reinvestment And Stock Purchase Plan) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityShareRepurchaseProgramAndDividendReinvestmentAndStockPurchasePlanNarrativeDetails
      Mack-Cali Realty Corporation Stockholders' Equity (Share Repurchase Program And Dividend Reinvestment And Stock Purchase Plan) (Narrative) (Details)
      Uncategorized
      82
    
    
      false
      false
      R83.htm
      41502 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Stock Options Plans) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityStockOptionsPlansNarrativeDetails
      Mack-Cali Realty Corporation Stockholders' Equity (Stock Options Plans) (Narrative) (Details)
      Uncategorized
      83
    
    
      false
      false
      R84.htm
      41503 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Restricted Stock Awards And Performance Share Units/TSR-Based Awards) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityRestrictedStockAwardsAndPerformanceShareUnitsTsrBasedAwardsNarrativeDetails
      Mack-Cali Realty Corporation Stockholders' Equity (Restricted Stock Awards And Performance Share Units/TSR-Based Awards) (Narrative) (Details)
      Uncategorized
      84
    
    
      false
      false
      R85.htm
      41504 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Deferred Stock Compensation Plan For Directors) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityDeferredStockCompensationPlanForDirectorsNarrativeDetails
      Mack-Cali Realty Corporation Stockholders' Equity (Deferred Stock Compensation Plan For Directors) (Narrative) (Details)
      Uncategorized
      85
    
    
      false
      false
      R86.htm
      41505 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Earnings Per Share) (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityEarningsPerShareNarrativeDetails
      Mack-Cali Realty Corporation Stockholders' Equity (Earnings Per Share) (Narrative) (Details)
      Uncategorized
      86
    
    
      false
      false
      R87.htm
      41506 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Stock Option Plans) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityScheduleOfStockOptionPlansDetails
      Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Stock Option Plans) (Details)
      Uncategorized
      87
    
    
      false
      false
      R88.htm
      41507 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Weighted Average Assumptions) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityScheduleOfWeightedAverageAssumptionsDetails
      Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Weighted Average Assumptions) (Details)
      Uncategorized
      88
    
    
      false
      false
      R89.htm
      41508 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Restricted Stock Awards) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityScheduleOfRestrictedStockAwardsDetails
      Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Restricted Stock Awards) (Details)
      Uncategorized
      89
    
    
      false
      false
      R90.htm
      41509 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Earnings Per Share Tables - Basic Computation Of EPS) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityEarningsPerShareTablesBasicComputationOfEpsDetails
      Mack-Cali Realty Corporation Stockholders' Equity (Earnings Per Share Tables - Basic Computation Of EPS) (Details)
      Uncategorized
      90
    
    
      false
      false
      R91.htm
      41510 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Earnings Per Share Tables - Diluted Computation Of EPS) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityEarningsPerShareTablesDilutedComputationOfEpsDetails
      Mack-Cali Realty Corporation Stockholders' Equity (Earnings Per Share Tables - Diluted Computation Of EPS) (Details)
      Uncategorized
      91
    
    
      false
      false
      R92.htm
      41511 - Disclosure - Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Reconciliation Of Shares Used In Basic EPS Calculation To Shares Used In Diluted EPS Calculation) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureMackCaliRealtyCorporationStockholdersEquityScheduleOfReconciliationOfSharesUsedInBasicEpsCalculationToSharesUsedInDilutedEpsCalculationDetails
      Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Reconciliation Of Shares Used In Basic EPS Calculation To Shares Used In Diluted EPS Calculation) (Details)
      Uncategorized
      92
    
    
      false
      false
      R93.htm
      41601 - Disclosure - Noncontrolling Interests In Subsidiaries (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureNoncontrollingInterestsInSubsidiariesNarrativeDetails
      Noncontrolling Interests In Subsidiaries (Narrative) (Details)
      Uncategorized
      93
    
    
      false
      false
      R94.htm
      41602 - Disclosure - Noncontrolling Interests In Subsidiaries (Changes In Noncontrolling Interests Of Subsidiaries) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureNoncontrollingInterestsInSubsidiariesChangesInNoncontrollingInterestsOfSubsidiariesDetails
      Noncontrolling Interests In Subsidiaries (Changes In Noncontrolling Interests Of Subsidiaries) (Details)
      Uncategorized
      94
    
    
      false
      false
      R95.htm
      41701 - Disclosure - Segment Reporting (Narrative) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureSegmentReportingNarrativeDetails
      Segment Reporting (Narrative) (Details)
      Uncategorized
      95
    
    
      false
      false
      R96.htm
      41702 - Disclosure - Segment Reporting (Selected Results Of Operations And Asset Information) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureSegmentReportingSelectedResultsOfOperationsAndAssetInformationDetails
      Segment Reporting (Selected Results Of Operations And Asset Information) (Details)
      Uncategorized
      96
    
    
      false
      false
      R97.htm
      41703 - Disclosure - Segment Reporting (Schedule Of Reconciliation Of Net Operating Income To Income From Continuing Operations) (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureSegmentReportingScheduleOfReconciliationOfNetOperatingIncomeToIncomeFromContinuingOperationsDetails
      Segment Reporting (Schedule Of Reconciliation Of Net Operating Income To Income From Continuing Operations) (Details)
      Uncategorized
      97
    
    
      false
      false
      R98.htm
      41801 - Disclosure - Related Party Transactions (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureRelatedPartyTransactionsDetails
      Related Party Transactions (Details)
      Uncategorized
      98
    
    
      false
      false
      R99.htm
      41901 - Disclosure - Condensed Quarterly Financial Information (Details)
      Sheet
      http://www.mack-cali.com/role/DisclosureCondensedQuarterlyFinancialInformationDetails
      Condensed Quarterly Financial Information (Details)
      Uncategorized
      99
    
    
      false
      false
      R100.htm
      42001 - Schedule - Real Estate Investments And Accumulated Depreciation (Schedule Of Real Estate Investments And Accumulated Depreciation) (Details)
      Sheet
      http://www.mack-cali.com/role/ScheduleRealEstateInvestmentsAndAccumulatedDepreciationScheduleOfRealEstateInvestmentsAndAccumulatedDepreciationDetails
      Real Estate Investments And Accumulated Depreciation (Schedule Of Real Estate Investments And Accumulated Depreciation) (Details)
      Uncategorized
      100
    
    
      false
      false
      R101.htm
      42002 - Schedule - Real Estate Investments And Accumulated Depreciation (Schedule Of Changes In Rental Properties And Accumulated Depreciation) (Details)
      Sheet
      http://www.mack-cali.com/role/ScheduleRealEstateInvestmentsAndAccumulatedDepreciationScheduleOfChangesInRentalPropertiesAndAccumulatedDepreciationDetails
      Real Estate Investments And Accumulated Depreciation (Schedule Of Changes In Rental Properties And Accumulated Depreciation) (Details)
      Uncategorized
      101
    
    
      false
      false
      All Reports
      Book
      All Reports
    
  
  
    cli-20151231.xml
    cli-20151231.xsd
    cli-20151231_cal.xml
    cli-20151231_def.xml
    cli-20151231_lab.xml
    cli-20151231_pre.xml
  
  
  
  true
  true
IDEA: XBRL DOCUMENT 
begin 644 0000924901-16-000027-xbrl.zip
M4$L#!!0    ( *V)6$B(Y8@9=$0% *)8C@ 0    8VQI+3(P,34Q,C,Q+GAM
M;.R=6W/C.).FKWR/F:MSMLZOZ.VS8LEWE:KOLL%Q=LW-3 9.PA#8%
MJ$%2MNK7+P!*(B61%&615(+,B>GZ+(FBB,SWP3&1^.?_?1MX.R,J?2;XOW[9
M_W7OEQW*'>$RWOO7+Z&_2WR'L5_^[[__U__\Y__>W?VO\X>;'51
ME 34W7EE07^G0V6@W[SFSJ\[]^*52O7)TWBG(X7O/S-)=XY_W3_]=?_7@Z.=
MW=W)__);].'T4L=C
M<_<<$.=EUR$>^]41 UW8X_V#P_WIUO??7.O!_J\8WS_>S >TG_]XK/!T-,W-N_U)7W^UR_*Q[M3
M3_[ZYKN_[/P6W4?K6_" O@4[7>H$"CTC9_6),WF;N?_ZY7+$1_6\JA?[OGDI'7=.E
MG GYC:OBA8K+KR*@_D5(+ZA#!T]47K'G@%*N;O#8%Z%/N-NE(_4U]=ZMN2 J
MOWH^]28+QI-7ZC5S]3O/C,H=8QNB^FIBD=^7+?++OY5)?J_0)/_\
M+?7IXO+\-E^@?_XV9[M_#JEDPDU8TF@S^+Z?OTW?F]XA\9U__C:1
M2@FZ46JEQDQWG$XME6^E6S*>&"CH)TST^*K>&)O[6:Z;ZDS2'-T8((R1S%_%
MS'06]D(_6*;K*^/4_OJF0I,T1S=7(I1KULIG0\F\2];K+YAH0M>KL%LVU5FD
M0:I1IC$V,H4N9J0OA(=$CE/:\$8[YFE'3])I/A/$;-3B]XQ?JMT?J@A&-[>S;(8Z<
M@O[R[^E%A4I:MM.5>V5PH9[KW].QIBY__.[L0LK=^+*).J;O;::.HSEU'*$Z
M@*KCJ)@ZCC93QT*+$U<6,_M<_AVJ1^Z(P5!P7?0Y03S00!F*NI=$(4,6$*]1CLTMHS6>/<+:=XNU;U5C-ZQ]MUO[;M>O6/O:XME#K'VW
M6/L>;M676/LVTZ]8^]KBV0.L?;=8^QYLU9=8^S;3KUC[VN+9=>>4U-L#P;N!
M<%X:YQ\6/0BD'3SY<3S?"CZRP*-WS]?<92/FAL2;
MA=S<4M]G-)0/HGKR_H@$C'DIBKU.)% 32%RE=IJ[AWLKMW7(X_*_=#
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M7;]0)=25Y]_S,',N=/_TXO5"5^ORPF,\/2_+Y1^UI$\"LG!Z_
MP'I_._7^P>[>1^795=Z?75:W]W&EK0%>7VM]M=AH^H'PWOSUMXRS03BP4A.U
M#9AG9HM_<\YN#5C?K5EUY U5]Q[5)>V&JL.90YPYM$"O!7MD#6VE2^JY87L-
M0XD6M]Q E-C2-CRO/;X<##TQIM2>%CBW)5PN#OK9&.:"2>H$0C;$S\O%:8"?
M,R-]LPYBTCT^EP[5KU'5\].G@G3'WHB8S#.75>;)EQSCQC
MZ5VEM29*>*6W[X4,K@?ZWL3KBC#HV^W.C.(TR%]$OG3_#HFT_&RSQ7(TQT-W
M(RH](5ZZ+*#7C+GJ/T?]1Z[9D]TN6UFP!OF0T\\A=R5U]1E%XUO">#>0E%JR
MKSS3@_G%LL9_*X_I^I.HNX:6K(QE>6NN$-;L6(T5>[%5">
M!9JC"APMVNLO785-JBR3[=R2K-!%?)=1M,;[\1.1I$PCG=!K@0TX?5&TB.U2?!6&YVU+*TBA/3::IOA./A\&9ZFN'EM>-
M>65JHN=PWM1&_WUEG,["_U[%I-"7[D!P/Y1V^W#S (UQV=Z]-.$6=3%GG!,ORF:@FNPS[L8GB%TPW_&$'TKJGX_5BZ'PB?=)BG#HJUMX.LM+3U^C
M'H&I[II[IQ[3/("?2'$KU)L!HWY7>.[_HT0^"AVE98I3QHR3<)XYI$L_'R4_BC3R?['!\\6)-
MMNA\:EU-CYZOS_.PZGKT?'V>WTYMOUZV+LS39#GMI]K+)\;GT[]73=XI@]P+
MQ@,3./;?5 K]WSV5>AM]EW(FY#>N7*@&T^Y7$5#_(J1?" ^)'.OE!4IY8DM:
ME[WI=R(3QCW*\,FG?X?J?IO1&J^;CC#Y1XE[X>0UQ0WY',G*FDK7;W/)DH
M&L])^CQDGIYE.N/N],_KP5"*D1F#6!+J_SX;Q!HJ9(0&]+,S]^ML**(;PMV%
MJC2^A9[P=)QP$)H.S04=2NHP(^W$S1=N;)8"R) %Q(O:0!T#I?YS5*^H'9*,
M35IJGH5-O#)9U\AUBS5[G3;6OI:H=M(-)3XM7?PF$'ZZC#[M#IZ+T*,C(BT)
M%G@O EIE"Y8%QD 1[R )Y9!PQ^FE7D,=2N8C 5 (R/-*>Y0__7K4&$Z[CJ4C
M8'9 1MODOA-+EC$V[?^DF108 VEN:9_VHYU!.M"]?-W/(@E-SL3Q][[ZE7N/
M* /8$S*Y*0B+]H4&01$?(17E4M&V$8$]+.!H8-8G"OI43C\I'0(]>3VI=Z(M
M'V=!B-=EYK?84,IO&'\5PK5I[U<;AA+K>0R)
M*9\8DZCBD_#<"VG-5IYVD)'F&22@ @)>QA[C%/4/3?]+?D'UEZ_^>YT.1> $
M*RSM+WH%E5^^\I,)^5#^H.2?ZAIDH+IUABCCZ*NXU7MKSI@AP0XB"C@*
M^:AX'2[*R(N$P"8DUU7(2&6,W'%ZPX+ HU9E]FD5&^DN0B8J8\+D]_HB^MQ'
M)H RD>XB9*(")IBGZIV."*4E.\A:PL&B6U#[Y6O_0HZ5.'&6"93R%YR"NB]=
M]S1Y>D7+@O:L8"#/0515:V"H^]2M-I.@HR0[8C#0J1"QG^
M01HJH0%)@$L"4E +!1ZV!V I2/<-4E V!;K_F<@N-9FE?A!A0'6RJ;'Z![& 
M@D5A9R$G57""L:LPD<#HU3K4?^=2SS-GUJ#Z(:E_T2^H_BK4C]';@!' ^.W:
M.)@+#(YF[+QP\,2(SE'XBF#  J.8MY"4*DG1/X1+T9#I6/80$E$E$7'(_&-?
M2$X\#]>FX=*1[RTDI4)2S*2>;K:_4S^X)[Y/F(.H@$5EE;N0E2I9T
M)S=C--R!"A>$54Y"+LKF@G*3&(LPKLV-$[*0<,CR#5)0,@5F:>B.4Y-D7<JN!!M\-?B//BJZMQO  -AG3O( GEDS#=TC4?=J/CFD?C
M&\*1"T!<%/,54E(/):K!1D:L8&314TA(/83H5AP1L0*1)5*N/!'/]Q)<4 <0")0XI_D(;R:<"TFT QP)R;]>A?F2B4
M8Y0_-/DO^0757X'ZR6 8^BA^:.)?= MJOWSMGU/GA!M],]7R&U%1(S<)FQ:BY
MQH._X"*SVF'(2UV\/ =C!,8J8-(]AL141TP-(JM<]1I' E#[&D-2@_@=E
M7:FWGZ00+[C: (N"/ \A$=4103P^#;)!
M'.#AL.0>9*$R%J(=+=^I']P3WR?,P;X24"QR/86$5$R(CC4[EZIU1CY \Y'J
M)Z2C.CKT?-XE\RGOBU:>O.K5JR/? W![%.2J@A*SP%I)2&2EW(RH](5ZP^0 *1YJ#D(?J>-!_
MN;[@.!:'"D2:AY"(*HFX?*-.&.C9#Q%Z=$0D]J) ,=,"E(]-/2$=E='0\2B0&W\+%(LU!R$/Y/.#\%&08<%:J/A+.I1Z_
MW7OD)T$$X""PY!;4?@7:5]U.*G&*"9SXE_R"ZB]9_5]96N+?2W<@N(^9 &$1
M4=A72$D%E$S,K?\,QOI?LV=^Q.@K9G^"1DDA7R$E%5""1[[ ) )/?*E:_9^)
M?!+25_HTHS5,A 8'@"S7( ,5,X"ISP!3@#G/ZN( DYV!I0"SG-7$@,['CBL+
M0"E(. R(]1K0=E?T=Y (*%VMX"TFI@)2 
M4MX1@P&5#IXM 8Z,#.\@"160H.H#-HRJ;:5BV4-(
M1)5$3#JJZJ\633G9"D>NLY"36CA11C.3'K/#(Y$7^+SD.0VYJ8&;+GF]99YG
MSDEJ_FR5Y;RD.PLYJ8&3.TZQ'V8+)^G.0DYJX.2SD.RG:,,64\L96784\E$#
M'R:"L^-1(I^D$"_8Y0*.2::_D)8::.D(.112?7L6\-\58=!'8@ 3D^LSI*8.
M:K!YL086;%EJ9@2GA^'#@;/!=5.!]%*M#IN>UD.-SZ-F*1:9?D(Z*J8#R8!/!E)1*Q7>B'9?QIZJCG!D 1:+
M5"4XEX0^&AD^PGIJ):.1RHENR$<6PR@6"PX"'FHEH>Y;4NR%-I+2F'7(4.U,(01BM8P@S&*6V+$1+UA$V,9+KE>0W)J(0>AL0P:Y&4+
MO##U$E,^ &DE)*-*,C <"SP6&(U5,Q/8?X*.!/:?ZB5B,@FH&^@VG&)@*Q89;D(V
M:F #U\LMH0-7R[?"AUEUQ0;$"D12?8645$G);'T5YZ? TI'F(Z2B.BKT874X
M_TP^E
MT^\&DE+,#@<2FW>X$)G: E.Z,XQ(V8Q4C@>1J)J)T@M<7?:&0-D*5+X#D:=:
M>$KL#XW2!GX?.R_B^1F7^"U@J8CSD*/M<'0E0HDL6$IW(/)4-T^SD2SB9"5.>?Y#FK9"$Y)D+TE(T98HTAWL:0\A
M2L%C7,-Z?>6(Z!U]">($&:>UG(A% WPI:TIV%G-3!B=Y!B"-\>U#)
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MZB!FH@XXX\RM&A]C%RVK/(4%U$#3)IX1#$?#$+'L*
M":F#$),8!KMA=D"2ZBSDI Y.L =F%RK8[]H"+<\8APB>D%0?(1754H&MARUL
M8+NQ%4(HY;AL")Z.5"\A&961<>GI)#$(!F@PLIR$7%3,!0;IPL<"HW1KIP*3
MLEL!!N9BKY4-UNOC4KH]C*QT%[)2,2O8NX(/"/:N:J8"-T'900;N@MH&'3A1
M!9\,G*>JFXKD8768UBYW;T O8T*-79,"\
M\>1C1LOGYD$UZ/*5J&ZO'A4*[CO48T8*&1YR4DHTXR$ TKT&@E&]?<#?U 
M,N(I](1WPZ4AW$[)1*1MW'%L."]A(=Q.R42D;YI!KA ,\'!E^0CJJ
MI4,?_H!TP*LS3]?G;)X:K@(I1&W3_V
M?TQD\"C21#$M\;VG?D.5[_+OD WU$Y^/M4D**B"N%PGOS7_IEG$V" =V**6 
M-!"P1&)<&]_5QLZ?G=V(>5N?-E$J]/W;-4J
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M89,5K4*&!;:@->>H:]6#WX+!0CT1?
MMJEB]HU,IHJ)7Y68/LC5TTJM44NRN%4K95^IH(!2HLLV5,I18DPV^[L\E714
ML:/]]^JCOZC3GK8RH^15CWN."HU[)I>5T"YIP1Q-FZ7H1;RVY#-.??_,40-$
MG^FOQ+I0O>^^Z OGA7(]T>B/O1'AS)(\KQDEFS@^MVB5^O](-Q][*^N.V64;
MS[[O'\_\'[\HXO^YGN3B_E>KW9];LHJ]O_=A=W]EKW1VV>8MQ][,^_&+(MZW
M+T5(KLNK3Z6QZ&=%\%X!/T>7;>CGCU&OX&!^UK9RAZUE$E6=?:QU(OLH,6%Q
MM#AAX0&%/:I4H[A$^ET_1)B%SCQ(/Z
M#.NT8F)AY?+Y[+)R%F2.YM NV($+5;/F=U39J+1#>OF=MJ7B5%V%%UF@.((3
M,*9]?D.)3]WIU4N+#V:$=*_*,WY4Q/K$T;_MGX^3G\1K>L1YL4,WA:+&M(;2
MS%/N$D)1"T]6!&;XE\H8'Q9WP32P;::QA@
M,A);UP(-5-/AG)H.L6;$FK$$+1\6T_)A/5K&FM'NFK$>-561;N""CI3E3,V0
M645NO&C6UPYADW6C:^5I1KQ[_:8=XMPD,"O3OL""L5;Y".X&\RJHR ZGNR%<
MMU@.]2RI6:N)*EPR ^J#+H9;ME,9%<9TVJJ)^39 UZ^MKCLRS=$NO>3GS&ZR
M-#;+%@Y0!17$E9FNU^.KL$,-5<27S5L 53&SR9TM*=HJ4\6=+FMJ"OD&7$;4Y19SH">G64HN_K
MP9#H>52]$==,OT:3KI^IYRI^O_G432RG^,%0_OCZ!;K>UBG3+__6A?K]ZQ<+
M?5?)8/6!!H1Y"V=&0_=X-0/55%.@3B+C1.>+HTZR3($ZB8S3WFF.]]K$0N44
MC<687G/]?&H*/DU);_"DJCT;2N=\)#(L:J0:,)-
M^F65-;P]YY^L(_4"IH2I]^J.9@&E];.P%_I!LMEE;ZCR-56>;T34]_;UK:<3
MQG>Z$M)M+6K\W1K/,23J'.!VC4?*K[E+AU3]HQRI>YE=DRQ7UU:4=SPR-J?>
MCN@Y=5YLR3-7PBZ.]QD&NH8^_#@XQ?/Y;*L\]+%[I^6'T7-'#.AL&F]2E7?[
ME.H@A3/7-7MCB'?!?,<3OC[U^GRL7@R%3[Q/4H1#7]W""W4 J;Y&_2;C(77O
MU',9POQEC0@9/ N/6;)%L!X++4AJWD1P*Y2BX1\S\T58Z>,&53%YX"^LZ@T&
M@G<#84NRJMQB)5?9%LK5I-"&4CS_5>B8XT *S]/G.^OLKZK&;90(\HK80#UD
MY5)$/6Q;#["R(:(>MJV'+>> RYBF>: CX8UT^>/-:+
M.LQV.[E8Z:SQYA&2;!')Y8;'K/0]DFR1-^-Z^RD9:OWI0T_7LI1G>JZ_@22]R]2>GC_EQF\:VIV4O2@ZX'IMW9*TFI
MN4E\71LTH2N+E2:P4!?;C='70>&?B%2>OB7RB7H>,6'A&)I?WQK(*A>@IM?=
M=Z):#5\)[9:HCZ2>*R!\C(JN<;-)K@/:IN?6'CR]=27;<_+UMC1LJDOU)M&3
MJ=H+I??:'=6[W@Y68\Q7XKU\
M0NG6ME4UQ>BHVX*Z58V>W@WP33X1_D Y56;\QEE@>RX"*^2[TO:HXJ(J]@;D
M+Y$TY)GO"]UOHSXJN08E%[&_A6K.6&>YX_1SR%U)W2OVK"Q#&.\&DM)@0=?O
M&0Q"5VG6ZLP*FY2IUTI&BP#5EUF7)HM8:;VJ!@1/0NH)&MTPD23@#:A65Y@1
M5A5;Q!6H\7=HO$.&+!#>Y/R)GS]O/ >%7:.P,^UO@9JC8UMP]A=G?[_2V 5,EI]A-4ZKM6)!*U4JX58=(HXX
M5WY\A9TGEUO'KDMU(O:>,H-Y@CED[U6O@P>3X(GR<,T^F 3X5)6RU>\+MHIQ
M2C$6%)16&MPBO;99?RW70M&]RM-"=\,G724_BCMY-B+,TS&Z5T).=NSSGCFB
M(9D]13V2><\2&:Q=SEDVE(6"-F#?B?:H3F$>Y:N B\N1Q6FL":'5(EZD*'";T*X:HF62=-%:_V'"E0
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M %8=GR3A[ANVESM;S'*FU43T>J]IAXGT7HT[,AD>9;
M?G2IHJU%BBEJB5:JQ-:D+G;F4P&K@_.OE]VXXKR^OFZ+"C(*#E<#14^T/ ]]
MQJGOGSG*!KXY#7@Y?GL:K6Q+8Y!1J(5X[,52M>C<2O1Z/5ZOYW3*53N$\Y(=
MS$*%DO/TL/V=FX\@ISP-V.^[JE9'3[>E)D=/-Z[V/DG4WK._<9NFU=LT%]N(
MDT)MQ.2R:GH#4T5=,L-&5%E+C3!Z[,G3,3TT\,_'M^0O(3L>\>=/,C][
M$B-Z2^0+M2IER!I%C6N=C+*VH!=19)1PQEUE'CF9%M$6B+/.*0,O'*9*WM@@
M'-@AEMQAQ'*Q2\W+-K5M3>DM0UU"HOG5-/O";HC6_2
MQ#K+2'-="S2@)LO,?_2>QBVJY:=FO.8)R!LEEEF>S.SR6I/K"+LSP+HSP#QM
M%BU:UQ347O77E^TPRF0IGGPJS>GCUWP8!K&O+]]88%;LB,=^FAL]S(+,8@$1
M)O\D7DC/Q[,_/RMO$>GTQS]<+3&[)OHM<\'APBVG20E5'-85W,G<9VPR4GRR^ES\_*NQ%OA0L6CLCL/+D?JGUE-EO$Y[!IF
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MBY\3G[KF8DORB^Q+P;$
M$B$4@']5$1MXGD26'K!&J+]&@'%2&BI@>PJHYP2U[!TBU.RATI&1XT=)5.$=
M77K_?)S\)&X9B/-BA\.+%VS2(,Q*!K<'GSEN1B_6Z<62SYW.ZJ%W]9QQ/!FD
M*R?!U^)1NI*T.2['9AOT2+P$
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M:1RG=>5*^9-(IL]ITNR=1D/'@2
MTF37LQJ)=UG>UK/O2CCS(5L!<.EDJ]B9,J7U5O>- _6].N)A$\(4
M7@?<2\8=-B3>.?$(=Z@23Y<. U,CW!@>;P3O!50.M#KFZ
MC[,(V\;G'7?[8NB?!5="GZ!-Y,OT@K)IM?@XQ33G1/I+]TZI/&Y^#G.^AV$!
MW:QS)U.IGG[8$:85<*;:\R==XR4NNQM:4I;O5?5^.>>Q#_V8@J)?;4A
M86J])3V8R#U8MY/K5($-EE;[$2EI9W)GN]VJ>+
ME99HHTINB7RBGD?BRK1%PL@I?!NU$,?TZK-O2/+T\!:)HH@5VJB.#AFR0'CW
M'G'4B/3GSQO/:8LD,HMNH0XR9J*63Z,M%DL1[>F=FR*TO+Z9*T1S?(.)&FU.
MU+A-W<2+D(3Q;J#^L#T#2G:1&N0W3&IH<5+#K>ZT/Z?."Y4F6=58F^F&C?3T
M?2!X5,LMO'DVM<=WHOH\(T9?[99)>19HD"HP9:7%*2NW&$>3F-K741V*%&TH
M9!6J.SS 9NKW)T+>KFFA2P'Y?)\O1( ]AVOE%
M7UN3=KX\UF9O?EK%M;(
ML_KGD\0&71;0:\9<]9^C_B/7[&GA!BLR$4(7W;(!XZB)7 N6N.:)8Y05(
M20DW/:/A#]$K
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M'0U*!4>0CD0TFV6'1+Z<8M:^B"2>H$0K:L'EHN-M9#-6FH,?50_1IJ6CTTK#W7U)(1^I*X::NJ4]S,Q7;"1=IW[0-EL'DM9.!J*
MAM+I$Y_:,]9.+6;B[=UR6
M*_>.<":L?A?N'97APDH.7;XGTF?#(>&6+/V5< KR8I&AU\(I?L^+H] ''"I-
MNZJ8 :?2GE."O_MW2*0.AOA+]5'M\&\)Z&:4O-HU
MS2,3H;@1P7L_#@ZU"@Z0X%H)/M"KB >'FZ](YX<\HS,K<^86PH676MTHFBIPT',"0+GX[F#%;OA4ZB/LUWXNKZ]T?0C
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M]E6[\2P\9LF9%O58:&&+^[R)FJK':2\J(Z9[]/ _TP]
M5QG[FT_=A6'-=.!Y9L:>DWE]-
MGV.N>W7WK'H@]#QDGKNR'0SU+1)=NP;BSEF;",H>%U6Q;6'(#
M])%D6NQ-P2F=&TK\V>;&Q6QW#]3TE?2$W/A1*A,3LTE)M4W)3^(,>,1YL4.W
MA6I*V;F=A"35929T95S)D.C]$GVD[K&ELJT$HJL'R;6*B<
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MOJ26L+F&Y^)"-=EW=[QQGIL5JLV72Q]6,6
MUQNK;1S^E>>K:BNVZ*#'32!9/@&W$DAN0R]@0X]>D0'SEH*F\ #="KG)-SV>
MOUOF^;L?$VO3U3T)!GVF4.\.+ID%6
MQ/VJJ
M1&F:%/=UK#<@3JNFV0MP'2:]]:Y ARFZK,[*VM2[(B">J0GZPG.I?*!JW,_/
M=4Y'<[$E._(6ZEQ3]14K60.KO2SO7]"G(%Y626;^X\$X6L(DC'<#]8&<36*&2Y+*$-MK$2%$.1+LE4:!HZ/\,(WTBDO3H
MA3Y'2YA\T(V40D8I415W(RH](5ZZ+*#7C+GJ/T?]1Z[9D]U"6%DP]'VTZ9T.,ZD>EL^FB6I>S2'0BN,U@\".+:[?["!40MQ+'E
M)M>M;B7M]GUF@=#7NB?4A+'?8CE:Y-D'PGOS2S*WC+-!.+##H[/'C]=/YIZ_
MW9XD;W9[,OG\#?!D9H#^&O$)T-U89DC M@/R4[<);YRN-#&38$X+T6>DE1ZB
M.DDCF/PQ??X5I]*_N;=#267D2>?O\]QSY:T!)6K)C\?0(*K!=E3#SEKI!%4&UEG*IXY=&WF6%5>Y;8:-1.
MR:TT"^JN#-UA]99E"M17E;OMVBFTS;;!H>+,ZN%RP]!\2646&C6SGF:B=E30V@J*9XE:(YSB$V.HER6]7',WU-/;Q/M.)-5A JH'X#"/M:,_
MM*XM4&%%%-;>_C7VHC=7CZ:Q39I)*R\J99.5E1*7/+OL+=Y<*NDTDM+\?3T:
MJ[Z')2%BVUC-6>?Y2E@R+>PKI LV77<6CKZ>[JCPZ(ARA LL7/F^0KJ T-68#5DMH OWEI5.5TI(]>9,38["BA2E
M%]K4?P[U2#M JB9RN@1\\MV"S!29+=;.-2<$E]_-TWV$:97V1IU0)Y0[%Z'J
M.Q#9\#;(G$(Q;UE@[!3Q#A*T78+N.+U419%#R7PD!PHY>5Y!8LH9!>7O3,;U
M*0M'2QONUH8QJ8AK84TE'M?,D'=<>U100>US$;3SRN
M=R+QN+8*DOAD#C>ODY8/1J<2&N.36T'46F>07( D?,R]ABGR TT;I;\@M3 H>:>2-(3
M_#L9(S-PF%GT"A(#AYAK[M*AL@'E#D5L0&&3ZAID!PX[TS6(5V7BL7I]*T(>
MG#$Y;L]"D1TD%7 4<@6/*[.V9Z+BD"S@9.6Z"MD"Q]8=ISX? \S.W
M*25:;?#"P1,C^LSW5P0*%E#%O(6$021,_Q"&^T"F:ME#2!)$DN)M7H]](3GQ
M/(S_@4M5OK>0,("$F04)W;WX3OW@GO@^80XB!A:Q5>Y"QB RIH]:",;F?[JA
M7F7O,\_#G7M0&5OA+F0,(&/ZS -LR.R!;*6_D#* E%T)'(Y9@UB^LY O2'RU
M]8+"$^4FB2=A7+L))\8A893E&Z0'"#UF2?".4W/ CH[['X0M
M.CC6 H3R'80<0>)(]Q>^$.?%5U?C> @:1.G>08+@$#3=]GPE0AF'K%R/QC>$
M(TR 8"K@*.0*-%?Z3P3+!K"6/(5DP2%KXB/5+_?9<$@XGO@"#*@07*@D!-MJM0K>#=LI'[!#P3'2&U8
M#*WR$=($BB9*>?=E[#&.TP4 .4KU#A($B2#,^ T2'0)-@DZ<$K
ML@2;I=A'2!-HFNXP^QUPENXPZQT\DF[("\40)&CT+'H%B8%#S&1N]#OS//'Z
M)(5XP=4B6/3D>0A)@D<2\?@T" PQ@H?1DGN0(7 ,13O1\,1S^#CE>@K) DJ6
MCJ$\EZH7@5R!YBK53T@5/*K,6=K,I[PO7JG$ %>P6.4X"KF"R56'2$Y[C$;3
MKP@53*C2O(1$ 21J>GQPIZ\Z[6HH_,#<'L4Y/Z!DK? 6$@:.L+L1E9X0+]A<
M 84JS4'($3R.]%^N+SC.44 %*C9)A!X=$8F]/9 \9?D)
MJ0))%<[X60$5SO=9PM25>L[Q)?&C8>ZK$"[&40#E*M]5R!8\ME2O ALL"\#*
M]A-2!9"JYV#\Y>H/RCEUQT@57*HR_814@:.JXU$B,1@=+DYI#D*.X'"$\WV0
M(<)9/O@$G4L]KKWWR$^"Z,!!9\DMR P@9E2WFDJDK79M^-J;(
M@P-.EFN0':#L8%(\P/1@-CSH_& :/+#T8/X[X.SHDP]P[AHH/0GG(#] ^<$9
M [CXX*P!-'ITC;9\-.H]D1XCVO[*;P[R!(6G-;R%A $B+*"4=\1@0*6#I[^ 
M(RK#.T@0(()4'4=Z L\: X;.HEN0&4#,3+H'7?86C.\XO9)B@('9P #*]1'2
M!(\FLX/R080!C9)]JFZXWD^)4,&#*M=5R!8\MC"YG05484X[^#Q]4E_I$\_#
MN09H$*5X!LD!1(Y.+QC*,8(##9QEQR WD+C!>&V8V&"\-F!JSJGS0N45D3@Q
M!PV<--<@.U#84=79=R'"2]?IF>?N6,#P8 AY"J]R$3,%CJJ/ZUS1:
M@,/X Y@\I;H(60+$$J[V "4(5WL <_,+X0/'RR'80< >'H4O4)*+]5=F*<(D*@$,KT#=(#BA[<
MQ0V7'MS##9@>L[:@IW9NV$C]@!\(CDT0+(A6N A9@L327$KS6Q'R0 U?,1(.
M&D\KW(1,06(*-S$ I0AW,:S-C3G
MK5#E.@OY LV7,K:91)H=EXN
NN3UEGF>.<^P^;-_EG.6[BSD
M"S!?=YQB?]$6OM*=A7P!YNNSD.RG:,-6=,O96G84<@68*Q/1W/$HD4]2B!?L
M&@+'*]-?2!E@RCI"#H4J7+SAIBO"H(^D 28MUV=(&V3:L#FS!C)LR2QA"Z?I
MX4.%L_*VT(1SA>!APAE"6UA21J:RHP]H1)) DK3H(.0(($=Z:5]O/YC6>XW/
M7VDI3IE^0JJ 4H5$P2<*:;*")F]$NR]C3U5_.'("BU.JDY G>#SU):6X%PL^
M4ME^0JI@4O5(I60WA&,+!12G!0@V) TT0A) D=2E[WAZC%XFC*]A$1!) K#!<'C
MA-&"EK"$_3SH*&$_SPZ2)I.QNB/1AM-X;,4IPTW(%&"F,+["$JHPNL(JKLPJ
M/3985J"5ZBND"R)=L_5XG.\#2U6:CY F>#3IPVAQ!AT^4=E^0JI@4A6,S?]@
MM)\M>*UP&'(&E3-]&@PFW+0#L2Q?(5TPZ;ISJ>=AKQ P4XL>0I+ D73',<<%
M?)HRO81$023JL2]"GW W<3"%>OBH#_]5_=7O]$/I]+N!I!2SF&SR]X01%M!S'<@<@B:P\0^\BC-Z_>Q\R*>GS$D
MQ (&BS@/^;.+ORL12F308@8S'(@<6L:A7@DB@V'HWQ/Y\HH[S:SC,-V!R*$M
M',Y&^(BAE1CF^0\IM(I")-!> I$^R^C3 XAI3R9*1691.XSIA(T71G3:0-%L+BSU
MS'MD"A93^=Y"PF 3-DUVAH!9 %B*LY OT'SA)CH+.1--PA;B]Q=XFS57&0!IVT#&\A8; )PUD0BP##61"[^)JDUNTHDU.)
MN;ILH"S/9<@:8-:BL#F< +&"LG1G(5^0^=([AG'FPQ[$LOR%E &FK"/D4*C"
M8697*R#+G91>1F=)8OI3
MP&"M\!=2!IDR//33+LKPS$^K*,,#X"U "T^ MX0GG3OO5?AB@ ,ML#BE^@AI
M@DF3SI"'0($'*M5-R!1,ILRN< P&A,Y4JIN0*9A,(4_@>4*6+&!)U7FX^@N?
MITPW(5,@F7JD4K(;PG$ !1.F!?\@12 IPA@*\"!A#(4E+.'!"#)2O41T@23)FRM;&$*VRFKR**4
MXW(Q>*I2O81$@2/JTM/)LA HT$!E.0EY LH3!JW#QPFCUJVA"0\)L0(H/!O$
M"J98KX^A%_:PM=)=R!A0QK 7"!\L[ 5:0A-N7K2#*-R]:!-5./$'GRB<][.%
MIN1AM'B4@15PK709L@:?-9W)$7FSCK=,MR%S19B[#;V #3UZ10;,&T\^9K1\
MWAY4QT.^$M6MUZ-EP?WFPY5O6V!@9?@'*0)&D=-7SG%;O4:D8"&5YR4DR@:B$"DKD$*FUF#JFKNA'TA&/.6&
M[ZK;W!>AK]SO,(]5PM;CJYC]3#L2U18S,3"VTMV$3,%DJB\I1:HLH"K#4<@5
M2*ZZ[ VI@D]5NIN0*9!,W7%LJ2Q@*MU-R!1(IG3D"D(%'ZH,/R%5,*G2AQ\A
M5?"I2O=3BZB:VN3>(UROUUW^';*A+MKY6'LZCEJ87'4P^L_O*5W2.U+#B](P9#
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MY^AOK-=YG[W[R */WCU?-F!L2+XZ]H[[/:"@?0I=QY?OIZPLZ(-(1"_?Y
MD_JZ.8H74G7)SHE/7=VQ4:(RYHH,HI?$_Q\ETK\WMK:#@SE?QKVE#&>6V4=+
MZF$6JE-4$) &+>O\5JHN)Q&+1819YK,DM#U9?EY7W%77>">[>\>K:[S)9>VI
M\9(C&:SQL,8KI<9;9WB,-1[6>-OOXV%-UY]V-T_WGA!Y?2'
MDN2TS8I?E!"R]XT["=-\$8P'?ZKBA9(6W,K;5>IS0ST0TA$>P?B6!GWA7O.1
MJE6TT9;?I72NJ32YJ(9$OIP%GXF4S!?\^N:F8X?^-XGD>Z_IRR1G$^\E4HEE
MN:_JAN%T=_^H0,,075;.0M/1W$+348D+3$KQE4OAQ&OH\PQR8JM
M5_4L26%>P@I485M4JK"C8DM31^4N96Y-8=9D]*Y>8/4DSMZ.O@[G]'6(-5B#
M:[##8@H[;(C"L :KN0;;CKZR6LAKU:,>T*XVJXDT)UXT642ICD _
M!?,=3_BJI^V?C]6+H?")]TF*<.BK6WAZT::GKS$1>R%U[X:38#U_)L0_Z-@/
M!*&%';JKQT*10#-,U, 6==,-'C=43[9-K[9#287W=Z05KDD!92LT
M$,\\J8NO%79Q'=(1FR@*G4#E!UR2"_F-%*^>#D;J(RL
MU@J5 4<9L$9BJ PXRJBGAYNY.>9/(AEY\NBU[ME3/[C43\YTKZSC$=]7WG!(
M-$(PGXSG5I92OSS^*H)[R09$CL\II^H&3/UIAV+>8XUX$6AM<\#=:I.IEW&JH.*4'M.OF_K7KM')IFI(*7(#>Z99
M>KF@3\&U4J0,=7EF?0]=?XK0DL[%I2-U[<*;JD/V^*K?_JX>5HX8?;5;$.59 -5TQZF)!X@FHNW615I9FN3A
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M_$*V*>3S779!Y:UY3(/>X]L=>R/"O[>HQWBB\BRMV"L_KDD?G"KNA;=
M0%+:GA,'UK8)*F[-F82X"^N-Z*T(>?"'LIA'SQ3>87LF/8N: O7U/GU-0EP[
M?>H'/ P>6M;V:H!2,_?C;IP>M2/'
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MUM"3/LAF2.2+&IK#7TI:YJU(J(^DJKJUZ>5M4E4N>5')>&^$,OVA31,57.'T'X9
M/;Z*CDZ;WI>4GK=(5H7,@+K"_49 ]QLU3#VW1#[I1(GQU'^+ZJ*O7T8M"G;,*SVJ"'<^@MSYV#3MX,['NG8^-DPYN(\-W#ZVIBEL
M%L7^C;. )/=JM4E;!:R JL+=D0W;'=DPU5WZ04CD.&E1C7.;YB]7F@#UM(:>
MO 'Y2[2^VBID!M15<5UA O]M)_!OM+K(D 7"N_>(HT;65:@E4%^; L2 '3M.4A#EP(.3 :9BJ, <.D!PX3=,5
MYL"I,P=.P]2#.7"VD .G81K"'#A;R8'3,!5A-@IPV2@:IC#,&V!%WH"&J0[S
M!FPY;T#3](1Y V#D#6B8KC!O *B\ 0U3%^[[KG'?=\W:.8VT[>:0&+J,L^[A[NE463L2H7(T<)34"SR+%\D=LI)$S_\?=<]SH',\:G5LA@Q[IT1M!N'_'XZC!"^H[
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M7X2^:H#4]W3\$)Q\.J$K:5
M/ZF>UK5HW7$C>"^@YB?;] KO82-=02:0Y)Q)ONG?*
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M2.2C"7RDQUP@&VNQ45D,!')1+Q&Q@'",.JLB\BO;PK!@PJBO&1M+'@\97W+IZPW3$]X=M^6S^YKF)[PG)O:S[EIIH+P'!(8YY T3%V847L+
M&;4;IJ%X=XO.DTF260Y;)*8B5D!5889'2S,\-DU=9,@"X=U[Q*&W].?/%AT!
MD%ETU ]F" 69(128=J9'!G<=RHFZ\TP4%VRD'>8^4#:SZ!EWNX%P7NY#Z?2)
MKX\;MR2:(K6-RQ!PZO)V..K;%]3!\!,##V!8WV]/8%MOK
M76R+H;3%Y7H84ZUBJE70J5;K&$6V6*2HA84QIZ0N"ZZ(PSRV<&+$ QT);Z2J
M^_EK[/#SR[<@LIJJ@NUUJD9R_9*VT,MW
MW)(J>F,OSTH*W#U2EFAG%:Y.>-:XP[U4?TA'AY8&Z/?AD]OHK.
M&7=--N#S%E4F1%L5KD
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M">&9MV>#=^S,;\[!O$6Q+P^-F,SP<3QC!L^8L?B,F;)#[S],0N_C';_3'Z9E-COX=C\60$C33D2S>JH]PW0IL0+K
MSJ>O\Q3O,_\V9OWG=C?O?2AEJ\'>CY.XAS1[48(TOZEV>;I)G+I?!./!GZIX
MJOW]+ +J+3"P>3/S7WXR3LG\AC7)DS>18"$[E\E+"8U5GJ\J[DSM[^WNG13H
M3$6703^_+]Y)?,6XZO/Z*%1B!P$EB*JP+1K070>C,#8"/@=9
MG\!FID!]K:&OCBIX]^^02-W'TP$7K9%31LE;I1YC,S5<#<:/4G5]B&,F7,['
MR4_BL'KUBNF#P/5%#ZS7#RP9YQ0OYR3@/JN@#=!&==EE[%H;LVV-JH8LESB]
MWL*Y[O(RMA5M=3:8T[B@(^J)H2Y>QBQV"1TB?4C)-;.J-[3)_$6F38'-6:3Y
MI0'M<7T]_4OB!TJC>LNH5>(N03M914?];#)2O-=$6I.>JHH1X[P%6J2F&\%[
M"J:!WFJH&Y:YV%*=G#:0H1ECF1:I[)5FN_?_I]DN#CK-,!ZL!61,0(!I..O)
M[@;8]QF;QSNA#)@?34PO5'RYM6:7>2$5&/
MZ^K1A+70GS\)9]P,*%&-ZZK11*8LF[!96CS5ZCLQ6IS^O4*))L_(O0Z0>'RE
MWHC>4^FHSR-F9\E##;P7(?U"N,XOD,@S_U5]DU*^V)L,GWSZ=ZC[+2/USW*]
M.O^YW6HNU82E]BG3O9"HF=/<4"D1)X:(TU5$S"X#GB+BCV'O/L[@F#@9" N-R"C7 " PI5T!*J+CS^:].3MV
MX6NH;3$[8@/3 *\QRBMJ5%C,8%)BV-PT<'G#8EAPK6,S0F;KH]BRE =+X45G
M;%F0F[:W+%!AP98E/XT_D2]1N(T=^LS,W[]0#O3L\J*5*MKAA'76VLJZ01P>LJ
M2IYQTNS( !@+[0G?1>OG)Z7X[KARZZ\ERC(*-JWL#B 5[:"B'82;;S)0WQ,C
MLZ/?L:377\*^@N5"P]WE5V&BNDM7'][:&J\GBPN^;:W"WX^O8A+/\TAYQR.6
MQ,:7X/J,DK=3!91?7NF-O1/CW%K4D&25OK0K:J0#TOO*^J@+/J?-B
MRXI"&:Y?*+(U?B]SQB#N2^NXS[AC_:K*-O[>9P%5XVKUU ^"N*U1QOI&L6;&
MH5SM:'LH^[2OV<@J>CMUH,.3QG]PD^KO2>I0\G95%WGE;Z4BNE0OGJB.]07Q
M^[,7#R(,J&+FOZD4E]I87X4,^JV1R?I&::5V$N/VN.GMLK=@K/[1J:AN5=/;
M#22EEJPYECN74_*%*[M$SA5O8GLFOHJ9HNTZB:GC<
MT=GM>!@\M*[O4M@6;5?*@]XM?"Y"CXZ(;*4^TBS03E6PT3250M3U;W'U4= 4
M;=>)67;2KQ/OF?Z;?JWNGWP[JH8?R5M 95O%M+F]K%'<(:30ML-ZDIBO"&2?
MO?O( KU%Z)J[;,3"6(Z>L+.B#2L20A_J:QZ.O\5JHI
MI\G6"MBR 1LSBJJSX:I#)60OI.+I"GBZ M#3%:P((\#ST"H^#ZUT%2P=FKM1
M8C"+3MQ=.L/5#JEN/>E8VT[[S=!)M6#O;;YUJLS3L#/;8>BT;*7SL777X_E'
M5IY_5%[;'H]T]U*'NEN?H7'" BZ00.&6)9&*2
MPSF3;'^-8\XDA\5,UZ#T^SFYA
M9O 3XM77?0T'^CAD,3=@GMZ8^>+H8/_T]V_=B_E?BTR4_GUSVPO*Q8#QK!OK
M0K" #K+NNOSU?_Z6>/KLPGY(M5>DAJ(&.TV]QW#2T2]ZEY/4NRP7.OL.QTMW
MT ,(Y?T^D=0O>I08?BA^K/H/99ND6G,
MY#U4U?(8#CVZ6+>H]R\]Z'-*W;RCG\9\%)5CQU7CW@'Q_'_]LJM,NW]P<'C\056^JE)<
M_Z>;CU<]\\F'_I(QG_CMDOCEV_H&:[R\_VZJ>S8I'/3DZ2#QGZL]M]CR+
MG<\5SW.PO_^AH@=*'Q^L9YX5;4!O1+R0H1/P7/HJ0I$Q\?[]\)CSCCZ
M]U$]WKDGG)>U?/GO__""?ZA6[3]ZP3]V)G_O^,'84SW? 9$]QG<]^AS\OC<,
M_C%Y+?6N'_/&+_I;_^M__H__H;\XG/^:N4 _QB[Q6(___E?HJQ[R.'IK\N)W
M?3Z=W%4MJNA),NS_XUD]^>XS&3!O_/LC&U!_YRM]W7D0 \*CSWSVD_Z^LZ_N
M/?MM\^/ZP^GON\P?>F3\^P[C'N,T^N(K-4_])#QWH-J:=S$O?>GY5K
M9O>=9R'U;_RFKTJ6^+?ABO+O3/_[.#,&T_E?@M]W=C_:;I^I%G>F8IRS4?D_
MNEC 7&,D;9V0[DS*0^*ZJGDU3CK\&'LJ*EK%)7GG;RS(JFD"PCSJ[D@Z8LH]"O1$(?3F5JI-+=YBZ
MD.^0I.AWW*F+R<3%.\Q7-U85EE2_\$1\]:_@.\_$47UD]>O/S[IKR'L[09^J
M6LCSU$OR9!*8Z@?1[\[N)*E#V8@\J:[F$_'T3_J__@<9#/_!G_SA/^*_'M67
MIC^@%V,5#.;'QSN#V ",STJB?_ZUSYR^>G,:,#8I<=IO_N>.*B?I]23MJ;HW
M_8I)B95U%\H46XMQQPM=&A6Q1Z>EC6_WG^9U]!RFD.JSTVCHIY02\1\Z=>=6#OSST)5M3/0=IAZ:X4<)I;QD[Y0JJ)O5#K,ISN^
MJMG8LWI6]?Y?H6MF'G;(DPB#R!Q,.:SWGTJ5)H6I,S;/[=,1E1/)3 RN'GK'
M$[ZO;1 Y-]*:O_"4^NN<:CTH*]&DGMY5?P.JGQ=KC[5*-E_%J#O]ZY?]7V8M
M_EPM-/NF>9'L&$Q?3+HMZ_9*$AV:Q)#G[OF"/E.IP^(#=9'N+I4ZFCD^2/2T
M5OQN24^X9N_]:.^T[B=A:I%=L\G80GY0^HZ
M0@'R"JZZQ@=[6CR)HJ\JT&+I'X6^(*V8]02[K"C?X>%2\:(GWJ <;8_&RS/Y
MR2___GBTM['-ZXR#7:&@H_UE0B 4Y[W$GQQ44!P;8_17^?W#:CMQKGK>Y^K>
M7=61EN-U6J32=K;D%&/OEW^?)@NQ\+A+!1$\].^&0^5+?<]Q5&@["I7ZZ!46
ML*[=>"Y;UP^-5"E\H0^$BP];\WJ_'Q4J=ZFQ)R=WS+7NC[C>?3IO#309,
MAPMN^;!_.O-*ZH\M/DSA:]QGT=T,'NWM[AQU]R'PUL>H05)CO:5S;[4(7%#HZV8;'\
MQ",KC'%\>K!W5(N2:\S%LZ+,9M6[/'P3 MBO$9G"F:M6*>#@N!IC'&S%&/GI
MWE95#:?'^]48XZ@^8ZR?-7$5+Z&5HX.3
MCWN'^\>U/$J5YRVL,OC^A\.C0^M*F7*FR*J"[AWO']KGSHPC=%;5+KHJ/;&M
ML.\[<6J5*70\KVV62#]];97"#_:.#\H;BM95U(SC!E<65A5WK7KK//09I[Z?
M".3LJ"(RWE.M56<2L60>N*,Z=?>$N;ES36L&.!R<'L?1O^L_2F7%6#,*XOC@
MX /$8JP;V;M_O);C,=5W;F^S2(?B+J+MVP
M*#J-45]]%@[4FT]"56I$OM! [S"@?K)7MY??JZOLP-=5LM[[N&S(2HQ1C,VW^H;:>=,H!RZLLOUR=5&*0:NQ^S4U14VQ^"MCF^\D]+I69HVZ+GX"L
M68Y./GZLT]8=,C11X#]U@6;1',E(*!-PH._#W3L=LCO9!G+YIKIIVJ9E]19T
MW$9R37SC)ZNKD.OT)718V[Z-A5RGIZ$]>5!1(<5@H"[7 9T79J\K=_67HK?U
MDUPP=5/V%)KH\WLJNWH/[4;[V8Z29;O^>J77=Z<3).][G&J+L\)3=1=G>I7N
M0$[6NQ]TS>E3T]><:.,387R3FF1Y"7[_*+M,Q9^IEK*M\%A*V?:V7K8[O:F#
MR/&UVGEI6PK4E^O']$BVQA \T"*7JDDU4
M_RC,MW7HS6)\_\:B/7R_:'.?8;7EG]X_.#THYZ=7$+K\TSKDJ?!/WX6!SOYC-O+EC)H.3H]/2XJD?(]_OD$?8^''XX+=T*D_TNVWN 
M8@*,'F'O>/_DP]%1-38XF0W@N^&3;S9P!IKIWLK_T;!F_7=ISKE,!FN<\_;#WX>/'VI]SG=K2
M/.?QR>G>X<%[GC-]VY<_W7:S0;:A8[UA*[E);O6/E?5@*R< /GP\+OO!S,Q 
M8F)K(\/M'Y\6>;[%WRSY,5>:,4J>4\5C)J8US>3A1M8\.#KX6.0Y%W^TY.=<
M:D#[;\S/\A7Y\WL==IS=V/WE^XYT*\TS#=,2T]5T-OU
ME7L.\A$T)B6#$+B69ZRM3JNWWU#G+]YSQ/^BA/$\MWSC;>\YW.E;#QFL'^4#
MMY/RR_=ZZP&#O?7R =LU4EO3^[SU@+'R V3Y1MNQ4E7G]GOO(>-]]7/*0>< 
M;.&MBV.]$AM.\=[3BRAU!#;[V'5$G1A^!NY2E"?B/[+EHX5KMX=%^X9OF(_.K!5,>;'TQ=QJ:]ZHB>M^;([$GC[@!=>2\T
M"/EOU\[(">/R3A?!_ CC[>#1#XD[V^Q;74A+Q3!]N'=C]')I#ZP8'';'^9K&
MG+GG]U4'OO9NZ"U0MSLH#[0/$]SFR:%/8*OSG(CJ0-/<#9H,&G<'Z ^/>OV(
MCXC:T_R3*U[]"V2U:OK,/-=W0VP7HO>!,*BRE.TX 3.I7 ?2M(#68KWG]#H[
MA?N>5^4[Y"C^X@OG55\B>$5PR0^8K3G1L8!!BR, CG7;S$)A/S+4 ^..L.]Q
M]:.=H0 _M$ H/OX(X[Y@GRC-68HALR"7D("E8ERS=WX5,UZI-3;$^F:  U.BHIRC.BB&.]='S$WMK=@
ML[F^_UU47_CR MR[Y"=L>=3A_5ZX(JHI5+FX_DZ83;T;PIYXK0\AL,<4U#O1
M.ZI@@_&W.^-?&\=\E^I@5[_=F0C6 :M8A86L?-NJPD)V5%/IM[OVC8JX*6;YJ#H7U3%ERD&H$R<8"Y$
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M:J"1E+;PGV#=B:7,-8B>+8>HAL5+@BN>5
M.2$8G* N!@*6M)9XYB6VM9_COKN_Q*VCQ3M2KQ4-?4'7<#V4&XUL^E,CNN:F
MY]9Q\']SC^6G5E?2/)4B;3\9K79Q:F-YUC?%H+F$:Z^P4.0??EH>8^&+NSB+
MIR_(H&A3E?M](!7YD0I]&7RKI12MU5N+8ZRBMZ%:H^V=7.!5CYF7H41_&9W,
MHT"3"%^U7'!IEO?81+>*_)13\[>0G_<@IS
MZ*\RM)&8/L"CM6P%(WX,H_SAC,1C9+B=+=-0R"OO-N7$""1YY;JJFTKJE?*KA?8ZG2LI1VIS/=(&,XNI?LZ7=WJY1Q.7"KM(V$>
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M[,GI(8:J MM9K32]'Z2[@+,_Y'=@QWB4!8G07WGSQU]YWWB$L V3X,,A58(_/,2@+X(W/$J'?#NWG(*;G-C-R:BMG9.N
MKF5U%NB2,L(%FF>MR'CKF&#XR?5?'_TKS^9M9R+BQILL( XYJWBXO$T>
M&3BE1.R(@5)*_Y*NUA4Z?6<WDGS?:^1%$3#GI7.K59/-U2C8<^ZZ.UF
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M\T.I%EXSW<'WD9=T9$IRER8MR&C^Y"E>V3__^,>B3Y_ -(/Q?W!@RH4^GWV>1*7?E:3S)699<4#&Q+&E$#K5+$9+DFHY
M7Y=0EL=>W,,XY ,[&\8FB>E'*[.1VIIV6%[F%L+UI(B"85;S"V5
MYG9!EE^WT6VW&^V6>7J6G]'0NU:CVY%@-!W?\I.POI9D^>6?MFLM/R5'BW:7
M7+NK%Y\_E9--+M]::DJ:CF@MU=-:FAX[&L(R8-/X*!,_!S0$$RF4X;W^I)^W
M)9Q2F2JJU>DOYHP=,;XD3\^QJ'N,96[C\2-4\S-3[B3_:'L2X<:6 :.
MQS6((U(SXM->(U-+*YWTJ:3##8?-)V4
M=IGD3Z=.IU+3R.Z7WS)/C/F8
MG.F_8_21_+B$5\]N_9/G1=IW4R[[!^?TK&:()<<&=WUY:KB9^9P/T0C$AI_I
M3^JW\#S* 6=Z?!!J?BB*9^:F2R-(S!BSS&YWWI1>\D"/@\">^69-L]=MU0N!
M/;/5.D8GU9!>*02F^<,?DV(@$B7?:'?T?)*_-+CR*-TWH]+LMLUJ4KJG)+?,
M7DZ>0FQ:EF7JU25W3TDV3;W7S2?*
MLLGEC\@XJK!O<7D+Z#)S4C8?2BDT;>66);+N%:+IVB%/O(N+0W-V C ,JRF!
ML-1XRJ-N^R0S6KU6/LM'+G7W_#").RU[\)5N/EFYU<)I6EO7
M'B\2)8[C\OH@JM2]V>TFVR.(=:YL[KDQ8O;4/
MP/,*0/QT)P\6.UX$/MG\?/D'QXW"?$7X5@K\=#O-[OP<\,YCD#WLO>-41KMW
M_%'OZ:F?&4VP0+ORQKVF#,$+<5R^*?+H7XH]V(=T0K!$X0&#VEC'A0.&MD E
MXV6./]#XWRMA>P?WM$]AN00#\,)^X<5(8%8+(P_,*)C2O :!5/K.3&-Q;APZ
MJ.(IVW/^G!FMKE4-RO:=8V9S<8850=D?'CCQ+K7YP^)G<9F6*GN&#LO'!CK6
M#$'VJ/?=(=,WBE5)@]Y39(Q.6\\W:%ND,=^^)B5\Y9LG-R&%0WD1LZ8Y=^$FD#RV_8N--MBDHH,]S6
M@G H4H5X(M?^( PNPD^ V.2.L.]K+'(I37-??=\&UO :2_ZKM[9?[BJH9FLO
M4,&/\HA[+TJ7WL?9-:H7T#&F!*Z.72)E-@6&TV>0&;!$4D.?EK\27Z].)_4J
MGV5"V%("P^D$$G3+GD6SEU#/0V3VK^"F&#I3ZD%U\/IH\3$'161&:5 JHI&4
MQO"84VXG8((@XEQ5O-E:<2>A]B\%%'?"NDHZ84G+PJU/@2DP:,V66IU=J2_Q4,":0P&;
M5LSYNLJ;0H$QR!Q_KV#^W*9(S/B'Z(EOV#SZMVP6Q@;].LN=$^_9-:[RVYWQ
MKYB(U/!28W:>YA61N;F0KFQLF9LK&Z\CA"="7(G&)MSJ'C36WL?;1'9'_^'^P)\)#OO25N!=!X/,0
M$0WFD9C?FN?3P-^A%#:M8U$8A+R<0)I$;H"^ETI==TL5[<*H^^?X^>[6HY\C
MSP:5?C5Z_?(RWWC][?K_=O*29EI-J=-H/MA/S@!((X[W$#)PT!;GE'ENM?*Q
M1.\>B24+L>@O+X^O_B4XGX]#(#(M=-= 8RLO;WI2><,#O7&>U2(SC/-N)Y^"
M,ZT#%=RZD::R#1[\*!PN#[B34WK,]I&DAU/&$X!N"$_^2LP[N6)C'+HRYB>.
M13S@O\*]QZ'#X%IOB4XC)Q.[QUIS[JG]GGC?+WTV]N&55*1O+1!GY5YRVL=B
MXCWO #<&57$1?B9\U\;WKE*T6>>=G)1U#M1J4C:C?B<,?(L;PIZHZQ(AG4M2
M:>XBE1YOCP>+G!-^(GV>R3YYSSN%W_%,K.DWGVC6=EXGV?BT9G0M/BB+
MXT?!'UX09_#>TQ???>&-71=NV#W^INMSVG8D0 [-& X*N6._8D2GFIXR2,77OC>9\Q_Y>,E8[@FG!P,PWP'=@]!
M7TZ1MO2%'.G#2-@,P<3YK9CL%V&K9AD(ACCI#"
MP?3_=M>^V43:PM VTW'E/41C6,63-HUS6_03<=B?Q(W@CHL1[Z&W:S]J>>N5
M6)WN',K$2IQDCN^6=&NUM_#_(+J/!N4:-^%/ B8FB#!?G7G2SX>(7D3/41!^
MT9MSQBV^:K;TS/'8WI0>;:K_=%U1HX7[V7O((FG3Z64[DM-M=?.18THC9YZFQ[.\*>/G?:8SF=&RS)R4:3W
M=J2HG/G<[N23>[TCC1QI\]GL=MOIDP<'T=4M@*X<\[G5Z712J?H;27JD;,2M
MFG39(P#RGH[)1 R-9RP['L^J=2\&(67_HH3Q(Z*YIGO;T'OMQ1$>/)##Z?F=
M^4'>(@QMH[VD.O<>P>$$2.%%*W5N[= !Y"3!CUB^U<,RS9Z>CPH80SXJ;KU\
M?&@:S59.(F (^6@06V?Y9H35[38[N:@0@\A)QZN?>]!@Y6A00\>\9+RO"$>>1:KZR!9
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MA,-7O@NNDW E+;P*N:YPJS>$#NZ^$HE3)U.R>6=40K)1,'0$D"59WR2#%\B0<
MY7* XLME!8#Z0CP>\OOJ\"DW0XM_+%&FN#J7$8TJ&*K(G2BBSSOJZW..5EI)
MT1>XH4"16@6*>R%',U@/!BI65.6*E%D-D7J@XU",&=33PBP\DG!)B:"7!!DH
MKA4A@^]*6@M; BREY$OA0WN)DW.T&!'/0PR3/$1>J'PVZ'3^IWB3[ 8O#T-_
MK(*3WCTB^FOD%2:K."$/OA'/.D^2A=)O!@G^ZK\((K9Z!P?6J)_>GM7>I^@I
M 9['P3DC:0KG]7D//"]?#S'?4K_ 2)_27_Z]TS-+4^05(^)/'9E"UF?2:?^,BO0=/L)EBFT
KM(<5VH:R"/$YWWN0N:[KCCT'T_2*R^[=KO,
MOD/=ECX_H+;?,!:&[T_+HL:EZY-<^?GYWLSE16[W+L.TS*Z1)N:P015-ETCT
MMW9NW67IG5ZK(E3MT9&LU6FFFABK1U8S15;[WY:^$U5FI]-3F:A.BJC>KD2=
MF9UFLZAO7#)-!LMGIFL71-NZF682Z!M=390,V6H91$
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MOF)QB.7+)3.,]BDYTO*RHKJGB-LA65%FM<);Y:5%-M*CNYAH'
MJJ%RY*PH%1/KBL-J8V>*G2*@IX-5_IPH_:0VO7+E1!FZ@MF)A4.5*R>JW:S2
MXJ= 3E2W=4H&9YZ4*"5/NA>&5)Z4J/9)Z:T#4J),RSJEJ'#NE"A#Q3-6^Y;B
ML0P5#QN4WN=Z&ZM53"DX0L_LK=+45G%CZ?@MMW=+3%8YI54@HSW(U@B=<4IR=6 RCVET3PJEP[)YFBJF5Q<)TN'9/%U=
MP=AE85#E2.8Q5+D\KWBVO(3!Y5*YB\SYR8OUX
MZR5=2AT:/(#.S--OJI,>KU+98UO2YVES@J:1KN $3HV/!U$WN"?^<^HXW%(N:\#T3&<2>#3$S\B"68W/,=KO<^Z,87
M\(6."45*6HSCS;HY,LE44DI0K"TU@3]2L?*.IJ"CN<9I=X'$@QG
M'^[!:J> W?]/F2\VNT3401&PC*.!%2]A__0X(L$3VUDPG$J[!S7OV'
MB?M"O&]DHHAL-(\G&S--<+/]W0$&[P
M72Q@21H-[VJ<.
M#].-?>^>VG24C#.^1@3O-L8BE\?9VC;./5^^.OJ//V@_"N&VV\' Z5,6/ Y)
M^(TRR@]ZA-SU#T+F].&OA]#O?[]X)_.@$95!V):X8T84MR*$
MK9N.CT[(H^&@49P7QXZ(*Z;9]-?E<>P$L0FHG#^)&]'L(?=20^[]V](7V74#SN\S>:;7
M/O% ;\V5:4IE/D[&-$-M?O6]2Y_1^:AV,/UYZ'\)BUVI6X_+?-#S9QR"Q?1Y
MU[[W?,V5XD40T##X3%WN]_P14/O]A&.QLAL/O]X1%CACGOZY%QY9$?)-9*V"
M<$W$R_O4S;U)TU[BU-*XEMZT.A08YG]H/PR^.>'PH]<7WU([R8J="MIA6B6'
MF$Y']0>8-^F=+V!:\HGOBG'B=E5&2VO/;F1GPI5P]%%VMORR
M ,M@PF)6XOY3Q%R!_$#H-K&!SW!0.K[+[4=&7.N68%W*HD=AJU L0^.#_BT(,(M8I]15"MW$@.P02--T(6OQ0A
M)A%8X@-[<>CK@3'(JD#T)P'!C':>"AW)5*JCK:>WBW3NZ2\[:XBU$V1?O0PF
M(Q.:964!GNR6$Y+?([WV!V%P$7Z"04Y@R?V^",91-J(7Q9YG7GSY*L?WC$@D$W>4X_"
M QSXZ%!
M]:91'#!6?:^QIN:>%_BN8XN+^;/F1U9FQRZF!WBNO+X;\?C91]<9.9ZX9=?#
MK5:KESIB()?V;N\PVDLY_6R9S<*8WNT41;BTD;S=3
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M3TQ/P90<^([,V=I/BR9SZ0?!+0W,&&O$F#?ZU&]G<)^:!&RTJ-)]I_/'P--_3
M -?O-.2[CUI ^Q&+=U7)=%]6&\#5 7'I^=_):/S.>PK&[^9_/0(!5'N%E^4&
MP_-S/T*SG<$ !N3U.8Z:OQ[>T-<\&DX_<1+A6FU""0LT?F3!SD_/!]H72Z]F
M&0UN"K5R/[&AI5B0]V'<$LX/./$D(,7] PG@2!F+#"DD\^R<33((D\8?J"AG
MTKB:7\#.=UFJ%Q\.#_C'&^/-S'9<>/_L3O$A;6)./R1F\&Y6[=P,OB,3;HK?
M#BY!LX*FO?2# _MWQ2^:QRT)F/M]^C"DE!O]\YS4#T[0AW=%C&>QP(>Q#UKZ
M=^9'XV 6O>?7P! <+Z)V8MF#\;[:R<)GX0 H\W<(=K9XG:E48?U,PE=P@2%=
M.S2:)U,]DA\7P1UE??B1/-/;P:,/"VV2]QO%$;F5:-E>G93:AE<9C
MO>PL1<]ZO1+A**Y.0C7%XVAXJ"D>ZBU8QQ4/!5<>">*16H)6SPY-#P[5_9S5
MP@IN\O7;3+*==\-'#IZ=?P-Z4T&;?Y" QA]@GT\3::B=;IJS&:>
MGQW3JZZ\I>..&>GX14ASUC'6I?,9D!_.*!HM7<=IXQOHLQ.*?$3O^3X<
M#R)0+Q!DQH3P=E'_XI'&.[%YN!L?C$P^I($] >@=[QC0@P.*T&=*?799#F$R
M@'8'4XG=\S#4!3\%'W_^0$>$]7VN[VS
M2?8U&#:^>&&8\!E,3%B>>=+M4Q+RO1W,S1MP,8[D2/$CP@__C0#?639,\U\S
M,G<9^"JE"S_3X&X( G+E'8O 5+L3[A[X=P!@N
MP5YWPD#4*]K9.YMIQNS1EDH.UQ4NY3\\A"!;MX-+X!@0F.+&BB>P>:W:3G^O
M5S?ZTXI^!_K-W>F?!M3Y#A/_W7[T5_(+"ZQ@P$M1]WF!--?2,I^7)XN)R
M\-9//GL@+ITGR>YOL.R=,SJ][AJLR3_&T[7C-WA6>S;\G4>Z0M_D*PW?^_[W
M#07EBJ%#C(RNL3 7M$27'ZK5=7U13ZP,7AW2=M-\+=%K>C>*4I,C>V: LF0\
M*_@#C?^-:\KQH5Z"&;ZMKL^>E2>LKI4ZSI%_;*71N>=1C%:G9_:.0^?\ EZ-
M,)G,4GG8:O6:N].6.9Z]Z EAM@LCZ99-,V*D"F6KN1>SL@=4+$5[GB^SK%:G
MJS9%>TXHR^B:>PG=SA0]/S/Z+,[)!B%X6W<1@XLW&[_;UAQK:R::ZNYG$=O8N0EP%Y"O$F(BX7\5E:TP6/F_DO(J#<3Z^N*.1R
M(5_=$P82# 19*LCW3G\X\CW[DK=9FPMS#Q=)V3B#QG@E87\8]Z4*4EBW3@/K
MN%,0+_LC_OCDTA^S?F/2\1;-&J:=\G@1>AX;$'URKZGGNR35Z!-94!(+$/[2
MX7_X/N''G=-](;FI@G@7A/
M!>'-=SIF_?_>^Y%+7PA+J?/VB7A"Y4+O\E93ERXE[(EQCW]A!>V;>YKIUCIR],VI;)R6COFM35UW*0S9M1#L0L!>XR:A
M5B\&[D?*F+.8V-5#W5U05OO:30WT1XN G.^59D<=T1TM"&XNYMG;2*A4"H+\
MUJ-K@BYH#Q8$^1J\<:>TF*-(,T=SV09'P(L!'*.*1\?^*_A ?->C/')YT*_B/G13I76
M&7-PCN*J5A6*O'!5DSV]=8LMIL$4R8$XV0Y7VV,AOU[T35W'>$VQ#/#7K;?H7!4,/*ZW
MY2*?F6"*6!>"];0I4RJ96M@YU[RU$UL6>(PE%,N$^8:W:)(U$24?/SO/PU FQ5TSG.R(?A"6ZAA'2.VY'$:L/WP(@4NI
MW(
M*,/0:7&XBW\V'E9!%5,0^!OJM&*$J)">1&L/PZ&,%X+WUBI/:# 6B7M6D2?<
M>R\8]$PYQ_3"0B#'>C=EHKVN( @J\6(:**[W^A'Q IKUK:TRC%N$1;2G=+#\
MRE$PQR+#)0(^W^+#>B!'!']K37/D0,$N"H8]+IO _[NQHC]&! IB
M0U:%4.S!552W\_4.DP*=6KK->G=J>7RE[KH*Q!C_*@;PM>?;4*$7A3=?2[,Q
M1Q.R",S][!)$&!\H!NPUIP8Q!;40N-=6?$+Q+@3O:?4A;&!Y%-A7BCX]^%$X
MQ"6T)/PW5W["8A1%8K^FWQ;& HH$?4/9(31HB@3^@;S>.*Y[#Y@O%6IMXV9J
MD=E#2]/09["K1TG#\ZS\,P
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M0AKG+/!LV 7O\!02%,0'/?N:1_8D>Z2T+^,V%//@L<.RY7^.GDJK@=
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MP/J.L, 9CXDW0;"+ SMC0XW_>?4RN28>.HOEH0[?KH".=/E9B3ZIE0JM92T<]*G(QXE'#HN"[V
M 2X#^JF[N4GJT1XO OI4(I!/KOG)ZZLQ: ].SE_Z;O1Z,DAJZG(
MJ-RE(G_EV71,X3]>GR[F^:"')!7H6YNZ[G)=4U3:4C%>;>6"JEHVQEDI@;A]
M*17BU=-I(M=8&."85%P0\*_4Y69'9N))&XT.B3B#B;<&9]Q=D(QS;$ICXZTR
ML([K:F2T2VU-'0UT6N3#G=HA$-E2%PY;RC'&P&D1L$\[8J\#
M'??#)(*^/E:-Z9828'B]!(QY>AO03R&.2+\ [&>S6"RQSBSNO &">TD7M/0^*X
M#TY(BQ#VC4FN)V3I%8OR@D?S;0AON7.)XRV?L$$UGF!.O&>Z&,HI%T
MWO"\U]7:=1_M$4=GT/
MR2)[%&$/6+;('66Y$^OC\F>K<8!E
M=%5A3Y9Q@/N;JG GRS@HN3W,[>"B_]_("1S^1;J$:;OY8LZ#WW.A9PE,B&5N<$V #KO>)LL-KU9X/H
M/* T%SI&_;D 2X7B7&CI]>>"6)D5YT/3.@$^O/HJ8Y2&SM@%Y3%RW$GR71V>@("P'PX[HEXLZF/"PA'UPN BA&?X@/V=2_JIK0=CS] I
MPKX#[+P*R,-_([!44+X+!?K>Z0]'OF"T\0[
M#B'# .,_/KGTQS2>+!_SC\[S,$S73^2QL:_PQ_":>KY+%KWN>)44V',H&
M9,%16)!]#N&4W*3R,>?5$_M#^(\P'=/5H!#W(G&?U1Q9/,V^9]HV8KX7YGP'
M$",RQX!?)/9*.R9FF;/G-'"-OG*[9UZ)!8H:-FD^]>:
M]>9!<@9002;4'?4)KK;'0O[QU0_\T8JTHP-;%.:S\Z\H\\?%7X@_]VN73WLC
M^,6#_]EGSE_^^]JA>MK#WDZ;+L"'MIL-]Z-"M(@^MH
ML;!C8*QDS",V&I
M.8G^4VF8)_H=,X:/A3L;^T <>E!'@5^DAC4FNY>,_Z$G>O>7RE;G;%98R9%0DZGKD["N9\
M?47\!]N2 MJIRBP<]HQHDA/M$U,GT]AB*
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M*1)W7I+FC@0!?8,)R^)I4ZA.=32D%\(8,(,2\'\WDB$2(N'_'3[A!:(LYXPKYXD*<)
M0ZDS0->Q:?+U&^)>/.[S'O))1U:^7EX[8>C2U9PMS.$OB LK?4'C7-'5Z!:Z
M0J5PX(4B \IFP&*7 \^C_=#I3^,O"XL!%JJ0S(-O< ?#@$"A,#^(@JE8A+D<
MH#=TJL&]B@(!CW%@@+I^0:AWQX))@F&JGXOQ 75,D1]:$"5#9R$=:L4!!
MJIESKU?'2I\"=5Y6 4-AI:&-]?5+Q=SY@77ZRD(:#^:6 S-6Z2L'9^S*40[0
MZ8 M%BPK#>\[P@)G/";>9 EP%'#)@&=LSL7-:*Y>)M=D(9<%\YV+QY[_B<@?
M WGX%H$O#?CEO3B$_BC0WWJ(_'&0%W\C]H5C'P>UOI#^]\!?:?*A2*^F5JN6
M$=RDSO.#'X5#7H=X% 7H/A4(^"/UIKUH>26T):QQ4T@JUK-SN2*Q@N.]I)UQQZ1OP+Q#_9[H\S6R*^E31T7!>-\[+@G[JE>.3_&/"G3L<_T&G@$H
M#/TU#&^*RLRZ7O1J,GAV!)G1+0O_)L.J;P'Z]/OV'%UV+!OK6IZRX4
M[,;.6T7@C/WDRL%Y)=\<;9(B8%X](BT.M0@#??'T"H(O%?Q7ZG)S)#N+$=='
MR5B#^8<9H^5A'9O:V=U L;Z"?+SC E#$P3K09:"]<<,3#Z[(!=S_P";@0:IS
M\+"6(']VW-#W+GDC9X2Y0)C3#7'\H1I$23CSY/#??=?&
MG,Z"D9Z&NA<;4U+J73M>9I.^4W-_PB%ETU^D,X"'!!/88Z OPCL8[]4(+G.(
MF]KE.;%-RWL:$L=]<$):A-!CT2=^+OT@O!W,/W^F
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M'K-%OWAGJ*S:*NAM4"W,1ACQ9S^D.VNJE7J(]4=M0:/O+6 $X'=1MM],\,=1V
ML 2743),HW-**&W1IBNSK]D]B#:[Y-](^7+]!CZBG6RV3;994!95('H.8SRNX);]L$)
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M=.;P9.;PK78V_PJX]NR]_4\4A,Y@$G^5?'CK/B.YXZ>#:D8
M@./S@C4WU?ZJMW[(^+%OP4@$V\U UXW&ZX8+_]Q.F0;
MY,0ED[>:X_%7Q(3]G8S&[[RG8/R.7_XKOSY-[Z_C+=3O35TAI(@;7V/(GGS7
M3CW)F/'0.D\1F_&7MH! WE<*$& *^+%HOHU )M@<]_N/EQ^_/FJ/]Q=?'RXN
M'Z]NOSXEU+S_T(;1RO-YHS];8=3PQYG,1TSOQ7#Q90#:X!
MA[FAW;[ ]/7][]J]8\/*>#$F3#C46NQ%^RS0KJ\O&QKA;&;4UIPPT!@=P3K-
M'Y-^C00$K(Z1^QEG?,'61CRQ(!$2S8]-!!CO% ;-Y:$K3HZGW1 7%$L#_@U@
M/1Y&8&D C0.?Y:?G)ZMWWLW/5"#"A?EU7M+\0E4I755N63:Y.5=Y\E>5YP
S@+'R0 "I71>R"0QJ 6"*.1'AJRD9!6$1O-3(3[CS
M$=+(F B+OXY7C3?1HZ:YZ"Q(@$VF8L"OC)#E'#-XSS]'-%5.6N)SX
MX&E3\L?I)\)!2DQ>M/ _%G8QW W3[C=Q X^%(^R*;T&84_&&*&.;P'?I7"P)
M2 2V[MS(!4-)0!W$\"S'<84*P0R?$B[\Q>/I%&:=QW029M H##SY?N%%.4O!
M+<0$#$AM.P@=^?+%[\'R,!\@-R:ZLZ*\<*7GR1>X/O@$T'[P6!@PZ)->P&;B
M)3+$ES0K#.Y<+H)Z8AP=7Y^0OF4:8O9)GRA'8#5&JUZ.ASHF^;..RL7UI_]<
M7'PD9\>_'/_WT\W-)_+EXNSCZ=?/UPMGYK#J^P%A"X&N0C&WO80=#):'ET36R"U,\21(8CR<>JP8MZ5;
MH*_XVBEAVP'>+)G/5_N_7?)1?DB3I"3[X7^/8GYX2^GTW2E4.2!!?"2#\G.>V5M0+J\_G#.4]<
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M2* K_3:!XU$%?.+5HQ7GER
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M VJ)DM,Q5[LZBN5$*"JQ12D8@B2H!QSZZ$#/X&G_9^]=F]LVEG7A[[OJ
M_(
M1(($R0$X>^TDI C,Y>G+=/?T]$R(R&W=G.*#&7)K?")C\)L["E.-A+9%EXTC
M6@
MYYP&P18 )UY8+0F/K1-)>X@'0 ADL4^9P7GM]7"+"7G_/'$L\F&V\_#;;6\2
M5S-."$9_^4]_P@?U!-VI-3.DOY'(WT_W*HFON/M^@J?W:SH4^M7.AKYKVJ:JVM>W9>6I\
M^YRN,37=E4Q]:JC U96=[>RVU*K9:LUFVQ1MNO?)M<9EV
MGRD6Y%Q=,;;WK#;
MU>M3RS3;ZW;["3S!O]#GG&R1A^,]\@IO?,M4MMVDLJG:QC&M5>VO. 9]>?UP
M<7/[\.?]%;G]1#Z=7]^3O\YO_N3?]CF.\X>'J\<'J ,TY#IRW1>]'04+@YYFO S=5PL
MX) %'9W)RI($WH:8GQ8X&%'%5I-?DLU,W_6?'+8X#/G9?X&%*6CP\T" 3L [
M^3NVG[*@O\V=KR]O-]!H_U3_*VE.1]Q
MR#D&8^TL2 +3G)7S^PLPQU]Q(R-AR3E1XK'L)"6?(,L&N*G-H#TKRE(Y%TIZ
MRJ$RQUY8#;[(#KG =!M,#P$B,KX)E)PX1%4)7[;>N@#-QL*2VQPG50WI"-O,
MMF>L( :6S"Z.SMTE/95<$R0[H@YNET9CO9KDBX$#!\'5IX8Q-/B^0I<.VS-'HWD\%C6:,">?9?7
MP+!PESG"76B4_E$)F@=WW]/#VJ#)\!CS6 OE]$T^K2P[XKO]+O#VC "W5<,CPO#.PZ%*/:,V%
M:^OA3*]\/.Z!1^F>_,!)JTQM+_7$Q4!$"04Q2(G$Y%FE(G$7%L1*$\-YP(F?
M!0?%0S!&3WB0GGQ),B;3TPV@3')A^[):!PMCW&N8BDB\4@GOISIR$6
M%:T8T+]!;8'!/$[$'<8PP#@M*)*F.4?X<@!N/8]33@Y .+SX4C*G'F8H(WT<
M+U5>6M9H#ON^PP(:6/TT6)J:[9-0;W)N*!76,/3Q;O6L),5:PX@CA\=(DR'H
MZ80:20(WG)KP*ZR8ITF:EI_P7@@.H=-S+%YE(R,(/&N-"\:\BE7HM'QN,*
MT^Q=!ZL^1D[ 0!!XU,@%NL"DDO3>-;A9AD*K'.88Y$T$KOK2I&XVQ<%++WXW9 &/M*9*;J'T7/V 
MCVZB[E+ES@7E!1M-E>4DB7TR!HNZ>-(ADQ(\<9#?#>@G%3/2$T=X]B!=%;,#
M!.GJ9B4IF,X_"8KICQBXM; 9%TM7+3AZ *@$-B\U,2+=P/\.+E)NJW"I9IV0
M*V)6WW/^$Z?!X17()43/CO$MI#$GWJ0W?2G_ +9S;EV"-@W3#=7PG?CJ8K?:
M(I?HDEW>I/PR/I/-:_P3B[EN>D;\PXERPK_CL9;L>_I^>LN!!91_>
M)PV#ME#.H/&YX^?3TRMZ1YNNGBE-\>_T/M@])EMNIFY_\XERUC(D?9;2I_1[
M9C2)]K[05A.%)M'>#V\K9[I$>V^\;9R9=:2
M:$O>KB7:G;/F_'WL$NW":"??@ZGO,O B R_'1!\9>*DNVC+P(HV'T:"T3%
MOZ:AF&+XY_(UV_E\S374$7]U<46G=C;6W"&J!05>I"U5=1&J9\1'*!&Z"QP8
MVD@*3PV%IXXAI(6-M9R8\P>^T)NEU[@*&/RE64!#O69 O+VHMGT564>'6*R564!#N6G\=Q
M)5,I1?64HG)#N*/'J%)RK
M* EV'I];= 'B88)SBXE3I=#K+@DY>X0CN]5A(G=]YMJ3;WC!0)S><)1<+IN_
MI21@EO_D);,U?[;BCP)YX1%D/
MY/;T0L:[?'\"';X$=/CA)/DOA])0C$:[J?,;+L=L7KIM)AZ.-=$EB^-I]8:[
M7%URN>!&Q+WY_/4FE' 1LGK#O1NYX#=L27FHNCPLC'?5&^YRY>$A[L9!E^XM
MT:S>M!$N=%5]N.?L_?W)1ON7.:DHV$+N*N+332\P'S>FFO/CJ5Q"FQA,59H,
MKZ"B/#Q:+QU;S\.C@J)=TZ.B@J)=TW,!@J)=TT.<@J(M>?OP02J)MN3MZJ-=
MT[./^_.I+Y@7!=0E'^,0G@A#!8LJAJQ26C_N<:]QU^:FX??MH^Z-0Y
MDU$GX2171IW$IH^,.E47;1EUDMY+7=&642?)VW5%6T:=)&_7%>TCC#I)WCX6
MM&7<2!:/KZPLR$B,V/21D9CJHBTC,=+JJ2O:,A(C>;NN:!]A)*;5ZLUJ608I[J"L>_#:K4FC8SYU"A7J+4H3>< V4(R5T@T
MR941*K'I(R-4U45;1JBD%U]7M&6$2O)V7=$^P@B5Y.TC05L&F;9TI>4)M9I*
MAHPZE2TJ)<2TC#$!)WCX6M.L90CKXV;3D*^VZ;.SVV\YS_M<5D:^_XS!R>J/D
M3^F7=P[>W4ZF
M,GE1'5,;K]!P_3 .&*%=/XY(CSH!RDW,B-_;-(HW:9^&(8M"@E?)N0[M.J[#
M;YS;MEGBA*1+T[OI^#5V'MX^YW@]9 6>9$V?J>,B%Y+()X ;?6+\ACH:EC*Q
M2V:Q09<%1%<;9.%=\(7G!"!MW<@KP;>B3<&DC*T;.]2*_" D49]&Y,6/79N$($).S[&H%[DC0GL]9D7\6L(<
MW](!7@H3-D@86_WL&^G39\:[Z#+F$B(
MV X &,R V@O\ 8O<7CZ1.GPW2>@RU](EHD^#A]A@?CH^M;WW_[/?Q'RWW./)E=_
MGW,%^[\QT,X!U@1NOIXHP4?4?^-V@.D]7'7N6>_#R64<\$>^J? _Y+IOC_XW
M5?NF)]].?L.!Y@<-GZ?IDEA%2)ST>V+G3!D2,R]F@4[EEY,,)6XH$(NY;FKH
M?#A13OCW<$BM['OZ?FI0@;7DTF'(WF4?WB<- _F3&.KL *=90FX*R4VA8Z*/
MW!2J+MIR4T@&8.J*MMP4DKQ=5[3EII#D[;JB+3>%)&_7%FVY*;2332$9>)&!
MEZ.CCPR\5!=M&7B11DY=T9:!%\G;=45;!EXD;]<5;1EXD;Q=6[1EX$4&7JI"
M#!EX$9L^,O"R!MJYG'0+TSL#4?&O:2BF&/ZY)->-BGV\)&/M^JZ]J-P&9I62
MOY+T:5D/
MRE64!#O69 NK5XIGT564>'6*R564!#N6GT=F]3WG/_&""LE2BFHA1>6&YBI*
M@AU+45(85TI0'26H[-!<14FPZW5H-*Q"7+NBQ*M3<*ZB)-AY?"XJ:,+M+CBW
MF#A5"KWNDI"S1SA\?ID($&\L=WWFVI-O>+-"G-X[\M)WK#Z_*>'"'PSQPHJ 
M6?Z3!TW:Q(&_. &_VL+UPW!'%OV"T%Z]Z2U<&*_><)JBX/"^-=]8:[
M7'EXB+MQT*5[2S2K-VV$"UU5'^XY>W]_LM'^94XJ"K9 )D0^W?0FS'%CJCD_
MGLHEM(G!5*7)\ HJRL.C]=*Q]3P\*BC:-3TJ*BC:-3T7("C:-3W$*2C:DKKC[:-3W[N#^?^H)Y44!=\C$.X8DP))=.& 6.)8NJ5EPRZG^N<=_A
MI^;VX:?M@TZ=,QEU$DYR9=1);/K(J%-UT991)^F]U!5M&762O%U7M&742?)V
M7=$^PJB3Y.UC05O&C63Q^,K*@HS$B$T?&8FI+MHR$B.MGKJB+2,QDK?KBO81
M1F+*W?B]^N%$Y((.G0A@_H?7@=[K<;5:DTJ&<:HK&/L^K%9KTLB83XURA5J+
MTG0.D"TDO%U15M&J"1OUQ7M(XQ02=X^$K1E
MD&E+5UJ>4*NI9,BH4]FB4D+,J992QY6$TZ(90!*;/K( %1UT98!*.G(
MU!5M&8"2O%U7M&4 2O)V7=$^P@"4Y.UC0;N>(:2#GTU+OM*NR\9NO^T\YW]=
M-&R,'YRF,_?\8$#==6-?JI8/?FT3HAB/?C@UVND(%O3YX41- UY+ QSY:9/\
ME__^-0Y/GR@=OOM$G> OZL8LNP@$I@P_(IR/
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M$35+^!9$-CD552F:.Z/B'F6Q+2X5\?S/]/$?L>@I]@)J^[-%R'OR&WK3
M><\:/D_'$Y)P#085TN]) &8JPK$D#$&R?SKC;!S'LV'<[\CIY$])@L[?<1@Y
MO5'RI_3+.PQ3.7"G4V.[%70Y:+'8X_(4X]WP6-"L0@,#CH!I ,^=1ZB-LSQVT,SSM!!'"+J&LA
MF2P>=&8[@FB8_P,-DH7@C6$>CVB'RO9]
M+C"?VQ28I?*278>'T0!4X6:+04Y/YG)*?_KQL37/- NX9AKY*7Q;KY 5?YM\
M*DC?*9+FB2T(V;!W2CPZ@,Z_:59/84SIF::F&SIE;;O58;V.W6TJU-85:S);
MFGT:OVOK9L_2U7:;-A6#V@JE+;NI=5J&9MHG2;5>D93U;M-K:EH/56C9D=G7?.U=ZFAF%;+
M[+!.AQE6UV@;S-+::K=M=36JJ)W7WE45M=EK=EM-134,JT?;6K>KZ$W-Z+8[
MJDZ["]Y]30WSI];T)?;BC0-1WY']C'\QR,@3/' CL>(1:N .4+E>XCE!8
M]@(&ECJUD5/@85B6X3%X/G10&<(#N-H,)DLSKG*X+@7$P37"L:C;@ 8"ED0 
ML F^YT3@"=>A7<=U(EC&EZ7MSG#^KQ,5^OING]3D96OR5?O.HFOZU\HO@:Y#]S#88.3(T&KS0WHS3AG1XT
MZ%D.#,+Q0.O%B<>"K;WT':L/;3YYX+M8X#!D+@@.8V+V-PASN(=A.P&X'NX(
M6P6;._W6 &,?FJ'8/5 +-"LO[I6,;N0P<$"L.'AFN2GF7 KXB^4/!KX'S:;S
MYG#M4$2V\:/!2!1^"WAOK7_T=N4OTI!],(B>IS@G8?V(G
MF$18,CT$Z\BT_N.QEZEP1=Z61(46YZ+J9R4KI^..=JPW>R$BJQ.ML( ?KSU8
M'0(,JQ&+ABQLY(-[,4;A@,M2MIKB-#J"KRXNT_" [?1ZL)C"0%SD[Q"#B9., 1!)9=,("4CC3]])@Y(4_&%)OE"IL#1S=
M]R$WG,*0MY,".NG88O@WFD908[2STC$6&4^F;$+R=VP_C?7&-G'H!4QF@6X#
M3@_ D .+SP_&(6@K&RTW$?-N[>BL-"&LK0K:=9KKJEW F!Y^N^U-]@R-V0W._/[FJ7[R6]-L
MFL!=N3$7ZWQG(S=7C5Q5.KJZCZ&'YP,?-$.R87[U8\B\D'V%43^^,/>9?8$I
M]+>;R:FQ]D36&YC7) 5C>Q\?1%_JW'URXH)?&N_$?&6[ 5DV+R4KAX
M6WX6,=U8EVFK#UCVSGG7ATXFH*T)U6FKU3PZK!* 9J1^/;PTO=,1!*_IDP^%
M$H$VE_IBY7
M9>"OI_(1%.V:^F ",+MTRJ13=NSTD791V;HJEX?7V?BJE4XVLBS!@/ ,@U,I
M(-597B3\XL,O%=;.%!9/A=J%PI+.GU18QV1026:7SE\U94$Z?V+31]I28MM2
M22(YX9GD4CJJL[9(^,6'7VJKBFDKZ?9);75,IM2Q,WNYRNG1CZA;2"N)ZB"&
MONO8)*UR<'A"EEEBI 0Z_YO1H!JFL@AT%%C]E6V;B0#W ?5?[B"R% ]IG$G\
MI;XZ8GVU U^R?5"K5PK_R2J4*0E&ZA6+HZA(+1=2]/0%876BG
MJE6-O0L!R"CH E&1K*ORG26E7;ZS)!QLQV762/BETMBI4Z1W=N@4"0=?7;FW
M_LI#[G553K>\T9L=Z1O5RC=J2]](^D955$5-PY2^D31O)/Q2::RM-+2V](UJ
MP+WU5Q[2-ZJ<;GFCF\LR6Z1O5$W?J"-](^D;55$5F=JR,,TQ,ZDT;R3\4FDL
M4QJJV92^4?6YM_[*0_I&E=,M;_267C'?2+"39\(Y1YI2#>=(!#H*K(RJ:-KRGH^4O*5=ETV
MMKQMYSG_ZR+V0%/^-)V"YP<#ZJ[K+ZA:WF%8Y2V\5IY]//KAU&BS:23-0I\?
M3E3>#%GN8^2G3?)?_OO7.#Q]HG3X[I/C.1&[<9Z9/:D+=!Z&+ KSA36N?@R9
M%[)'!/012/71]:WOO_V?_R+DO\MHB5@P?/ARSWH?3B[C@#_Y387_:8IJ?GOT
MOZG:-SW]EG;X[94./XZ^T+_]X,*E87C^PPG'[_ *NF%VD=I'DF$"1DE_9Y(QY2TS[R8RBLL9B<9>3A7$HNY;JJ]/IPH)_Q[
M.*16]CU]/Q5#D#&7#D/V+OOP/FF80,M\I9P=X#0O%@T6J,:968$0S-'>OM!L
MGS5KN-$MZ&H+QJBN2;3W9=M(W5,.VF5$C24QY$)09?K(A:"Z:$O=4_.%0(2 
MT+KNO;+Q?J Z'LIN"NCO8@D0G3(U6P,DW%+O5'@5$*_>E!>I-
M&>%6@7K#7;8@[*(>7T7TTWHPJPMWC!=ONS?TSLICFZ+Z 4?&][LIMB76KTJ6GT'98*D5I=:O:YH5T3IE*[5U8;:6EF37VIU4;3Z
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M''"I;&]+:Y$AVE91- WS"-#90E6H:DL,A%[\+55%/%W/8O#J0E=KRL\
MVZJ(EM*N.3);J =-Z6QKIA= Y\^0]6+WQNFQ5ZM*&%-5)8SQ/#_&H>.Q,)EI
MZ. K8P$Z]VP,P>6F/G[M'H; I@#[0G\X@WB0%9>X4_^]#@"3T9<\WS*K:"R3
M$IBD4I]9OEHKY,[8<(9V>8]&Q#EKXW%<_@N_8G>/%S+X=LJ2S-9>N?4-@Y"!H
M?M.5->EDMHT]#K*5&V1GW4%JS7T.,:_P]+4ETCC4$-?7&J:N-=6#C_*P,KEG
M"(P_%]^X;VZ(A%$?OLN[B1&-[<7*Q!-//D-R[]>U=19EY%
MK9;_=DLM6]G?,^I>A1&-V&*6/\AZO6I0Y6%0]B%[[8EVP8P-1Y&Y^NQQ[X?A]0#9/V,>\%S'<&_KF@8?8'9/40!8]&ZBD%,B/6#
MK5F)+F#,NZ1A?_SEWH\C!I#_/Q;X5YB']-4/HOZ:&"L"+5\YC-6#89P8 __C
M(9!A-RBF;C6M+1#/'@C %URO@!\?1NXS]?Y%1VONDAA-4Z\&>+MRS86;6AK11?J#ALNC 6ATXR6=O0LE[/B"G+RR"%WS7B:AW&8!$KVEE&-54[&6NBLR[]FPV9/ O;]T=8%W36T]E#K9@C/;4;&N'&*QRF-$R
M#R3,1:5@#QS/"2,<*#K
M4[^E*N:^1[K1!KBJ\I,.>QWH1IO@JM9LFONF_6:B#S9):^]#W6C77E74 \E3
MP?7>Z*A&ZS#R5&SA5]5V:]\#W6S'5N1IX+$5S5SYAC!)D.]@!$%U(K\
MX,(/5UBC!1=0U>@8"P5^IL\5X[IG?'NEU)&97&F^-K*TUYFQ^;[]XKCN5EF#
MVAPJ::O%^UK)(P7[ LZ93=?,?KH#Y]T:%5)>Y5WPMN@D>?9/9WR.W$$7.7I'
M3CLS1\O+O*A\^N3Y6L?.7Y)#WEW?M=.6\.%W3@2CLQ:>3,] GSMN76Y?L_-Z
M%8,\Q#F*C2F8JP1 FLW<&?_Q17S%9K($$A)@!"#DCFG49X3]L%@8$K_'OPWC
MP.I34+3#P+$8P>QQ_O<>=0(LN !J!)[T6$0R+B?4LZ'?R=>N)2B'K ,-@TAU#H@!N"3$#9B'):-=Q
MG6B$,QOW\]('#8WDY+N7,.N  *6])W@32&0Y@14/0J"BQ?]@8\H@@S9IQ!NV
M:!",<)QC'A@W/* CCE 7)A"[[F@RB"4DNO8($',6E3#?Z-04>TX H"%?X?\C
M/!@&Q749V!*7FA!YQF: &2S:#&<*0PZ@$R0>T(T1U_G.8&0P'8^/=3RO:;Z>
M90-\WT6VY2_BH*=Q6#R]'NF"!-G$]^ ]9&T^AZ.R J-Y1[9.,7'_0J&\Y)!DPO]CR&&HD&HS-RW5O%
M?:B^F!UR'";H-5#Z^U#HUA9K$+:\\=K$)@TZ^74*R<
M_+; 2'YUX--SO?; -& 8Q_P4^(.+9#\ 7EAS&Z1H@!J<:6TZDKYZ *4.N&CL
MIVW.'$W:\W@+^M:GX%RW3&W'(X8GW!B-YCM<(X&'HRAPNC$O)?7H?_4]G%'@
MNZ =GJY1 ^$:4R8;M3O-F43/W0SZX, 49%==U3OJ,>!26"P,32DL%OM YHX%
M'VGH6 ]@*6T5*C+R<]9@RLI9NUUDME,CV=TT5G#T[#24,UT3YS&I>.&X-3+P17Y<>RRZGLGK/V-9,]<->Z4UF<)/*51;>]1_JCS$6]I31?
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M!<^S 37RB07D*4EZ$[PFFN^!AW/T;!HPSLOQ@Z >XD]YC-CX*R'")@7F2
M-TX6UR/4Y1/@>]J8>#:(!_C(6]Q#QF2+[*UD&Y)8<1  ^:!?&W/4,!;(^"8X
M;NF%Z,[T@6]8$#;(,/"?'3O;PLP//H3NPIX#+UHLB*CC$3]XHEY:RQ"&BOD'
M?N8W44P+7P""(,#Y02&66(8
M,YOAF]RF:W>$N[L90C!B1,*B0Y0!\H1I[V\7S7G9ICQ.!QY/![A@,WMN0CC+2-P@_[<)[P%P7ES-[B"0.8ZL_
MWSI)"<;Y9Y+VPOEJZCF>N9"Q&F;6K-K9GI&[*�U9@+$NI,6!?X.71LAP;(
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MU,\8C2\F+PP$G7*$4>< 3?[VP1 AF%@5!\A8ZYB8'PFC6)M)NQN2@2]REV:9#3
MV=@#?EAL3N45](S63U7O0EMGP^RR[21<*K/RE=E='(0Q38Q]GMN9NE?<> FY
MJY;3%[&7<05R5>X94!3G#Q<3S%J&TB!I3('[S8T9&SW+W=Q>CWI^">H$)A@X
MZ"GETO% E&C I3(5-5"36?9;8FGC]L2P0+D:@KGK!$]I.
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M$X:AK!+#O8R[*)-H;7,7>-\SW'[#N/\%#?NEEJ9:*8C3?9M#35887M/D(MGAY,&>D@BO8,F7=GN6\HL[+7]HWVSF?+MA
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M$1[./EX/0<#7GV$I6FT-7W6SMARP,G62T8B
M>/G2P61IKYA?EUFZI1?5P5LZM>546CKZV;>@P3Q7
M5&C/[%O,K)[U=_;-O$5-;[UD=,'$\;.(?YEA&*VCS-JDRSLN:8A%MW*:<][N
MSH=8D-RMSJRE6GR$X;5WWNLYKH,I6@^Y/+#S,/0M_E?@EGSD;SNS53-:QEQ1
M@2T&LZ]YE7?O^\>O5P^305Q?7Z]Y$5BGLTQDC@(V'BWVW3N7XA5@__QSXUKK
M 6=TY@NS"(+[ O(8!1&U/WLQR$['X*]G(X>'_77M9QY/' ^""<(
MKOL!\G<\E_<'.!ML]"_,(^\%T.V?09=Z]\QC+]2=C'!M4/6Y^,A10?J9!EW@
M0;!,$!V:!W-]"(W.7"[#<8'HN&X(,.+QIZGKQ#_[/*ZR/C>JG>8R;_,HD/P?
M!JK2]]ACX/!\]S7OD56-92$%<=:;CK*O]>9_AD]?K*>+.(B<\(_GM7G/['14
M09>7W&7K[=:^8/P"JI&Y+L5(U^\T -]M?3$V6ZUE08U*R#'*7A(D3B* #^D-
M(!-P8C=RAB[[Q(\S.U
M;Y]9X/K^]WO'?F)_/,-B? $#>^P'C'UX5E!W',#^=_ 
MK#:4I6%S('/X[ZCWTG@&<++--@30B/JZKN&==[!Y0H^'_??U\;R,Y<;K@@.)9D[4PN
M7@?1';  >L.+:?B:79
MP'Q-7C\BTYDKR"L(>CG%9NYMP> :;4B#[^?19QH$3NA[U^M;,BWCJ*W!B?N;
M.<1\L5U_D56UMJ"BG LK=/9F"N;P]#UJ^85CA)K:%#1,:X?\E?;<_=]B >EOK>PPS@9+N>2C!/C[M:%=&E>G#B0
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M3,I)PU+T2HNO&&E8%GPV9F&,)R
M67Z7I[VOA6*KS S-K&!F1IG@;9N9T6R)OXNK=/9F_&V=F3%?:TD0. ^#W_J,
MJ(MJZ>43,U[/)B@9QXT3,UKBAP]4?6^.2"F)&J&SI0:*EJWI=54VC/..[99
MK)?5%6UT,[GTYM5>L!#]U8^ADQ3/N839JX6*76\PXG8\$NJ^=^R8J<;2VZ.W;9_/&.0KO5/^';]N;@+RX]77\Z^/Y.;J
M_.'J84\X2RXJY=8[O&8T55YXY1A>$^BB+N$7B$9.07RK[S/B5G;CLLM"B
M;D)*JP\\#'_NN'W?O*[H'FWV66U^0)W813R:VIML( \9C?X@SB"(9A5
M6T.43*"M*9WW&;?"B+,Y(V#,A=4\<5LQ;=7U Q#XTZX?1?[@
MG3J,B(=7O/YTV<'_$3&T&7_R4XP6ZOAB<^1IFERUWD4.QUO(D&^Y_H(YG%IX
M93NWRHKI)=[91#@W>'E.>])H@U8NM[J+-M$+*)@4V1NOL \WT<_XVSM^X8J5
MM/G&AL;P)EN\:[H/RP&(:?BV^-C>;<>PD3_<([?N5BYS)O>+8T=]4%O*+R<9
MDA%G86!E=TAMC.5BA7[^/1Q2*_N>OI^B8R&-AB%[EWUXGS0,<0>/O9TW[
MZ>E%P?AK\MV&M1]1Q0Y049Q,C[>MGRG:+Z^3)OV1][CTUZ5J*/T]<3T6_$RM
M[T^@U3T;I^X'[\A/-([\]ZD:5F'.,,D4OYD)+V>UU[ACNF5<4GL@8N_ZCFVS
M/._,]K45^TRS3LI*D5V,6(IVIAN26.L1:YH.VT(/;EM30E\V],GWH-X:3"N?
M-&-B$*FUJD^@(]-4E8%;5.T4^JYCDY_XYH%R*'+LQ;O<,%SV;T:#:NBQVI&R
M9HI/-/KPGOE-3U.:^]&8-2+E/TOQSNI"57D"7;Z ('TX2?[+P32:>D/1.I/UIUKVGPB\+[@::U7#_*L;
M)6MF_55#F6EZHVD:4IF)(0([4&9MJ,]F D\TFG0FJWVI&V9NIM)_0I7;]U%*UA* *F,$(B9
MXB8I*K9:JQ=]5J>&'%&6W)E91\.@;)OOT8\6'&$4S\@3AYJU3/D0DC+E.["-
MIJDV%*/H3FGR%4]RC
M7>:GZ+&0#'S'.R9XC8'QB>& $?;#*F&.:5?=+R.MW43K[A*19L"U;]U&V3$:+#IF?Z=\,D&+#P]
M>>CSPXF:5JQ8NLSG%QN2_S)3=.BUDD(S%8@FM3FOF,M=U.CWW[(<(H.C[+A@F85(G;:OI&VI'TXS6LI$L[+"\
MX:T$RE":NC%3JJWH\#QVV[L(F.U$&R.E3-UBDF]RL\Y>GW>37[F@*+/3WKK7
MN!V,CQN
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MP6?P/UCPROL/$?5L&MAWOA],FIGZZQ?'B\-%#!N@9?G8IU[RQ$=*4TH5IM""-J<>_/CQ(Z=;$4KIQTRHR:J34D;=
M@#*Y"SRF2''G9A)42'(D/7+TT$JD1W%::)(4W[926LM(D5M="NFJG='CF1=Z
M? 1[*MPK%4Y^>^1E)K'?I+8F !$R"VQYF_321[&H) ;#QI4CL7IVX'#K+BTI
MF4X@)"]]Q^H3UP$@&H0.P$@D/N8C0=.XH+DX ,_$2@I7VC JK&;IP@\V
M6)/,QMN'&@L>=1V6=HB_84C'#_F[^&.^V.5P4FGU#=97[6- +P)RP$<:O2-O
MG+D#!H9U-@$'VT[JU\X!%3 WJ=.8$FA ?_#:DBY,*4!M
MQ)\C;YH*&2:R]+8Q]2#E=0UP[AG#YOF'O#'F7DRK5TY>[#D_X+6D$"EG8M[Q
M&_7,)!%&&I?V.!&2Z3[G!SO79^P!.\2')?_CC;\]6:;*<0EJMORX=K'SKV?=Y
MO;!?-7;=6R@-X"X3W^(ZQ.8H.LG 0/]#4XTIL7IQ7)=X?@3D_LZXC+,?%E(5
MA *FU8V3>>$?AUP0 **N.Z)L#!O-\JIV:09_"'(<"%6XKV/-0_ERFBNDND*TB^BY6H.**.V
M_^;$Q^/BIPK\O_KZW%XO[;_@A2^)X'_T@\!_P>XI5OU<&-MM?8.IP$#TU^;#
M;V4$BF$E[S\S%?+ZY%;=,MU4E-]2#$4Y(L4JVC78%L5FZ.[$.
M4"O6WU5K@-9N"PS84M;8J91>N0/ZMY\7S@UN9^NH(G/B@8 -(S#?1GED$;OU
M;X$W6Q+4N9OA@QAO8>27)P.@WW]?&\VVHAD=B6:)=U#/W2$H/*!"NV_+,QXJ
MC>7VZ0S HZ[O?[]W["?VQ_/CBW\!5'GL@\U00)>:(OO%AP48;PA&*_T+Q:24
M-*2W-K*&)I%=L5KEKV#F]]0_]IT GEW_^N"6KIL2Y)5WKX/#R5R7S(EE&Y@,BZ7%JS[$KQHP&[
M'OU:D@/\C@^'7WV,X*1M?TJ2&+RG2?,?1Y//4RYG=LW\)^!&WLCDN34/#,PE
MR5QO,^9"& 0[1J'%!M0^J>8TDUO)GJD_/,MEKTFHH)"^?2$189
MQ\:SN?:^PO ?7YC[#!![47^[HYV&TC2:YJ93FA_,%O/BT/AQL-5\=%TUFZW-
MYY,-8LMY\ #=EF=N57/VG.]&H]AV)B_^5O,PS9;"3?5MYO'BS\\B\X_^Q>LF
M@+60)&!F]ANJH$(&PE3NN,$SQ\VF,3WJ-?HL?Z"[64\63;?5J #516I]*E-971E*::D=_=0Z;CO+P<\^?Y(K8)#*(T7L?]_6GSWLM[G?-7+DZ
MP6A,P;A2"MN&V:SIU/?(075"<>:PQDK'UE3,FDY]CPPD (KWS&:#X>J37-OI
MZ?/QV<\[ZMC7WD5R2FT]E$Y-H[4^3+D)B88"GAOV/5[0:]C82 *1O[0"#^0*+FJ:%.;&RJ;I]Z3.
M]E0!\R6U4 FH_#,#_JLD_Q2N3;]%@>!=EU?=P6QW5V'X)8&P"V;UPH*W:O,L
M-_OQI_E*L=OTQ.<.,N$G'/F.%P68P/_U]NO%[=?'^]N;F^NOOY/KKX]7]UC.<-JU!QW5$>"&),.Z&CNW0  OA
MP'=>QMJRDHQ77C(BEZF:J] 29KH[K=+":UE@S1R+KU)<+X\;O!VR("GD#
MR ,OL^\,&Z3/7)MT1V1(DSH\614@ZN4+9B258[ >3B')*+O&]11J4Z#\C?F[
MY#E-X"4]/RG>@7E%:=TA7@EGZQ%D/6Q?:ALKF/@O'N/HYZ#>L/SV<<
MV[NK^_-'U/1WY_>/7Z_N'SY?WTF:KUM@?@[>_1!QO?M1>"^)BT#0%@[KMHI=
MC(M;V5A_* 8CGZ\,>#%#LGR\>.NO/@MMK_/\^[QQ2L(^UEH#)9YBR_VOK(1;
M5I6I3Y\97THCRJ^)?[ L7@-,6H!>@X@:?'AT9 ,<&W(+HM@
MO1ZS(N>900-)QPSK0[FC;"X>B[#@G0_MPC(#3LBXFMSZL[R8S#$M#I^,'UOA
M?@8NY0$X0XS?:N$$4ZAB%;@NINGS0E8+JOTM[!-+6 5C_PI+;*5%X&QLIHM0
M14[8,$=X:O\S4[^'OKI6V#O^"_A
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M%+01'7'KPGQ.AE/)B.*$,IM747*I]Q!\+M;Z?7L B1_#\4C2"Z03#U$4F^5LS\I*#
MXH>'JAS4W$G4R#XC>UIEJV4MB6-#K+*(T5(BCP'U0IJL7E6><7+=(]>NN/+Q
MPJF\_&3($A$&A<7E'CSLI\3=7R)-\Z&!K')KYNK/Z(_7C:VQ3US<@\=;H8J_
M%9(-/7_^-O/P5J_B[\W5T2S>1&.K@>/^4O&WN$K8N]67N5A_
M>EVGHOQRDN&7R*O%7#>]M!1/J_#O(1XF3;^G[Z=W<%H@O'08LG?9A_=)PZ ]
ML"+Y+^]G]Q2FI_?*-;Z1/YR]P]D?Y/'%4\ZS9
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M>J!XR\W.:%:^B:8T3+79:!M&01,M^8IY=V,RI&?S!:$J:BDGC]>"3";W%W'$W.5Z6= _@X:FQD)]W67:8@Y\B&C<"!KL?
MXVGQ,2'P-#H>\0FS
MZR=YPA4G>9#)7SL L?P\0]2']=RWK#C $XQV'/"S%D4/.*QF@<*G'U8WN>'Y
M@M4-;W!J8G6CVQVI6$<]3A_C#P/BH6-G*83/&+7S48_5([+2$4ND-TW'5
M+] SCGV*=3>2PE\XQZTDOPO"/QP&_@]G0",\;/USR6-7SHH=Q#F@W(+1YB)F
MM.1VN653,76P80$4Z0T(<.@]*854O"-5.=L$QM2.W?#8I:J>J?NE0C;>UPJ---"Z'V:U2V0=
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MTU/ L,86HU-]RV@3Z[O
M[PM[8HN04+<';KIFB+'/3D$"?'T[4]*C)+&KC-_F7?'GU
M[,LK9>#G*[J_7@+^VOL#C;:_,IMMFWOM3%,Q7Z]2/]-;:4-;?:%J2UUQ=T+!
MH8V=QYSON!UZFJ*IK=EC70FGVE+:G55X;C#6<7CK;KQ%]G$T'0M+
M'MG\DEH=;X14577YR-<>Q![F\OJ5ILE<%+,B^HSA
M9:>32U(FVBS\.((O0S^D[N^!'P]#:,*-<5<6G_$QG2%F=LIQL,2-KQ;]'S8*
M(W"4[OP@ZH'#ZJ]Q::C&+PU]A;=+0A7>=GS[.MU8RV[P*/6:3 6O3'IE)HN'
ML.MA[_/J($$0X)NN!:>Z]OI]1_L<=1$#0,11[_.JM@,#8.0 :'[3E?68
M3>L<5D1:N5%WUAZU:KQ^(>+.F4W92$9.M=?MICW)2,&[3G55>_T6NL,,>X^B
M70X"Z>WE-S[UPEL/$SZN>'3L(DWG.^>._FTO>W"1007B8LS,WNHS.W;9;2^9
M_A<6]7$HSS"L"2CYOS+VE0[8Y )VYYD%0QI\/X\^PTBN;VXNUD"F"<@D
M>0AY: I/%[;
MY&BJ IC>$[Y2VGM;+K^ "F.N2^_]D/U. YMY:VNNCF VAK(WS77[S +7][_?
M._83^^/Y\<6_./?L1\S"67^=-+5F4Q,(/LW8%WRX]X2+YA<*/P5IGL;:N!F:
M4+(*R]'>< MB%%.$[WHP9(%#W0<_COJ?G!X\NK[@FBVQ$-0/CN!CWPD*0=A2
M]/;!U]6\?Z7M&4(>(04[]_OOZV/6T3M'$ONX9_9'ZGW/3BZR.Y?^0]?W/DU0
MQH<&*N\2[$T^-X^[Z\+&W7>"T]A:R^PWKL;6=SK;BB&0^E(Z>[,]?-^&8: 7ZK^LOUX:9J/S/K.@O6VU,R. #L)
M^^&SQQ?F/K._P 5U*=!@DYBW:53#/-N>VV[\7A2>1Y^@W]$=F!O9 PE20FA,
M555;1T(- !#^Y+M.1#T!*:&WN1:N "DN63>Z]L(HB!&3G,OF>'A'R$=
M&/-VA?KZ&RRJDD37:HCXA,N%05O7=/W@7MBNT4XXG,?&#X^XJO'=L'I!GEY4
M]M5!=3+&';^*P>:JJM5.C?\1NR/!5\^F;M2/U0'VO"9G6$)BATQ>#'%#4Y5J
MV.P;(YYHV##BDP<5/J5@!&/WEMYLU19[4.YS; ]_._QJ*GR6
M^"K4L8 0EAJ^AQZPR['1^,D)%EB.92.^13Q6-SL'WY9;"_D;WWN*6#! "CR.
MAI/)0WM!Y/S#8S+8Z0RXVX=R'OK^4/# 6C.1(/&IN$1^0 O=866&6X]A.#P]
MT1&J
MK@5510H=+OP-BY?D"YG Y^E:+7,HQ=1'*4=:LSK>W+[\>;Z=UZD[8%L6%:HUCPG
M!D_-%:G$@I"#3&DUB(L*C@P3#<7+B"6EP_PN#)SF[V(8!J Q Q@<*JT0ED^L
M=_6&8%%W1SY]1V41#ZO7I9==L)O)^$7
MS6Q1])X/I*5W-AA]6F*^L6')XYX?%[L%8S5FK_);01B+#^UG;:/ZVQ,8 T:8
M!W8W\'$B=DLG.I9\/MLIX5\H5F"Z\,.$>.U10:V!HWIB'FH#0,6.^ZA<$J>:-Y95P6P07B(V+=7M>UA*>L$@KWY8X(#CK3*>C_?>
M=(&$+]-7>;S0I*(F?'4=?@,;IRE>A&.#P0P_/#./XF#X0LA_> 4K[.M0ZF;3
M&GYR\=RPQ#[6B!S@I5.O:9"BPG'8NOT;]+Q9\7WB\+GVP##P7\)WF]3'Q-_>
M8?E-QTK:?&.CF9'=+9:XJ>';THK@+^;1G*^5WJVH*+^<9'TEMV!9S'73RR<_
MG&#V,WP/A]3*OJ?OIP6HN;$T#-F[[,/[I&'@4:R;]LO[69]NFF^+WM^I&6H6'#/-+1O>U:F99TK9MWS7B3YK7W:[%MJ*>J9):=@;VNTSH^QK
MSR7:K_%V4Z*]+[2ULZ;4VY*WZXBVJIP9\RJ"B#BL=$'QE4K##:]0PJYC8^>Z=8X&''BT+^<-Q.U@49NI"ABWJB+4,7]0Y=
MA+[KV.2GY X2 :FQXY4AJT+UZUU2TX%@Y:AJ!#6.G'(W>+7'?+D/(2,BHI.J
M9B$1$> 6*2:"I3')&_JV&B&1RE&O9D$2B;_D?T'AWD62QB[@GE/*R;-I)VLN
M!>U%JD],"H".Q<
M&76R@U!IY?#?L6_UA49QX$2C'?A6,O1:[]"KX,385G"FY>062.OZ_G=R2AZ<
MB)'KZ^O+!OSKHH$?SY-*R?A/-8*O@M-.9I0="]HRH^S0S"[39JH<[10 ;S\[/RZ23CH3(>6JT=SVDQ.:U&UJ@ 
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M5[0&ZD)&1BO@7"
M=CW#HJ*B+;TJ&=^L*]J2MV7$H*9H2]Z6:-<5;:E)9 9G;=&N9UA25+1E?%'&
M%VL37VSEHXJ34^=$4\B_:,2"9P@F$SV\S%UC$V69E\!2D2VXF$+)A7EJ)OZ@VMU9&*7BH50>$7%.UC
M51=F0]%-F3-9 W51S^#D 7,FE?:OJOJK:LC42>'LQ3?VVT)4D2%0 8C6T12%
M7-D#W^,QT'N?VC+@*1R5[@+'LYPA=8#@R7W)S=G%W(ZY J
M;NL>:0RT<]9JRQ"H$$I&AD!KYWX:'5TJ<&EMA 4?D'1/EIM
MT3%5&=JL@;:0HY>XP_7!(@5#:R0I]J-229@=_U_UK+6+U>OX_!(9
MV*N !$E77;KJ(J%=NJMN-#I-34;VI+H0%'Y!T3Y2=6$8#54M+<*219[/K9;5ZB:NI;A2W%5NPQ+"N"I7L1!Y(3D@GD17OK]5"RR+..3>Z'1Q?U5KM3GW?W5
MI]]EMF&UUJ,DV] \ZZB:3#<43L)DO*X"(O2FOX/%Z0A%1SKJ>Z^.9C0416[-
MU,%1KR?\@J(MU86,ZU5;7@)XM'_1P/'CD+QQ
MWN8HM^"3/%\L'O'N@ABD,<(SX-=>& ?4LYA,2A16X_=W',04;RRH[DZ;_JBHSDB;P$R$B> !ZMIF>!
MO("Q2,;RA"/0'W=?_.")>K+TH=C:3&89+C=H35@QI?LKA#J1$4P9DJ@$_(*B
M?:0A":W=,(W2:IG5D5^ENI#J0JJ+3%UT&IHJCTC705W(R&39DC8C-RY]!]*=I 0):.36Q+IL<_(5S^(^B\,,PX]\B6.
M8NJ2&Z_1!;35:>E/J
M<*DO!(5?4+2/55]H:L-LRHS+.N@+&:XL^ZBG*L.5@NMV&:[(9B
M,E(I4BQA7*F17/AGN>M:L+]_^\%W'K+<0;5-&;.4,ARZ1D9!912T,L204= Z14%EL%-8
M92:#G16PDZ1/)H.=DMDK#;^@:,L A&1V"7_-X!<4;:EK#LWL,M@I@YW'H6MD
ML%,&.^L33%,5A?R+NEX[H;7DC=U278@*OZ!H'Z^Z
M,,NK2"2#C3+86)_3Z8K&3Z=W=F*(RU"E#%76Q%.]AG:^67@2IA\.*1!*.UFAWI1:TNR 2]'-]CWA%Q1M
MJ2YD2*_:ZD*&],H.Z1F_JHH,Z8FLVF5(3P"/]LX/(G(]&++ H2YY\..H3XQ?
M37+/(NJX,LHG','.!T JBWKD=^:Q(+W2.W=OSOFOOY.["YF56#\+X1C3%(TS
M4^:XB*%X9.Q37%-*2H!P:!]I3,)H*#*"60N#HY[P"XJVU!8R@%EI;2$#F"6;
MVRK/2=14&< 45K.+&L ,?=>QR4\*_S\!J;&?".;O-*!/%PDX-7)CY" [SF%4 (N.7S7J_'/Y2^MI6<*[8PL
M9><*M72UH91W/T--F;LR7EAM*2#52R752UM3&AU5T%Q$89B[,NJE[&Q$20$9
M9A,BS)9\Q6C.6.G;SG/^UT7#QB7D-)VYJIJ_Y-GH[SB,G-XH^5/ZY9V#"7NG
MCLW\)]"0_8U6M6W2],93'8HR-76W4P,BSB[%RB\G&8TYP8G%7#=EV \GR@G_
M'@ZIE7U/WT\% [C>I<.0ODL8(TSTJ[>715
M1D5-6)TG3L>0A8H.D>TMQ42*R>&)4^9R*,5*%+$J-Y+PAKZ5PK1O82J7A/>L
MYS(K"@GK]>"_SC,C 8T8\7O$9MVH :]:;HR3A>\]%@3,)CW'HQY:C\3RPRAL
MP'\&P\ )X2=X+>HS_G?^F04#>#B"7Z* T3 .1L3UK>^$/@6,#9@'';]Q>H1Z
MH[<-WB'TYT0.WV'.6@<>D[\'R?VH0/FX%60>T4PK^])U1 O< ?$'ZU(QFZ
M<4CF>*3@&+4S4]FV#1+Y6X]#+V,<0Q;@"4K0?!$9TJ!!XA Q [8,_!?X%!)0
MCCD2_'\AB;V063'JTX ]^^XS5_+PU8E(CUJ.ZT0CJ3DKICDMJ3DKKCDOXP %
M$45UQ&A F&>#A%XRBPVZ8.OHZB)]RBV@U&+#O]N,V2'I^4&J8H>!#PHB/$B@W)*;F$EOW0X5^E
M&JZ8&K:E&JZX&OZ2YD<3)P2CR ]#PK=((BRU"@_:I#OB:G%;[=#SXV![XV^L
MWA\RE.L^<\=Z+A5Z-"D#!F2@X3@FN%3GH!6:&:&9
MCAIQ)00#M!@Z^H2%H%U?N/J!?NDS=5R^CSUGIN(W]IQ& F&L-';A8X"4/!W2
M$8\1YA3:TD%E!U]6:D0?0Q@CDMK;2]O;1&%2THL#'KH$?F!>F%.1."JI'*NK
M''M2.59<.4Y92ZE> ,GNQ:Z;UP\+(FS< 9Z.L2V/K$G)KC<;O7F2FJ#B),PO
M[_X+K.AT:W>OO$@_ <.!>E%XZGA C<$ 3(AQ7"XUER[ R "SY()75AP;8*LL
M&?['GWZ T=-Y'Y*?F\:90@!L%XT4KA3E04M0TJL. APU-DF_/8;249G_JJK3;&$M6XNZIS8Z;6FN=8L
MC>0#]L\_U(.G$JJ_2=1E(^UG;*XG)YC^9-0EYZKW=(&'<_1N4(^ZJ6? L=7@4QTZR
MBQKXYZ>8!A309CSD/7N90+]XCD\JQ6LKQ;ZD<*ZX<'_NH
M%4%U1$&<)/AP=Y]KG%V'M[3V66D!+JE$CH5CWWR72J?B))RRR':2BUE*A"J?
M:Y^>E40=> NDNP?G-$BWXZ3J.1:^?>-*U5-Q$@H77E+.5$V0\%+RM6BQJ:*T
MSE=P\OQ@0-V-R+\*I=?V&,:375EN:E?5I90B4^$OOB2(=7W7SK6DCB7RX>+S
MU>6?-U>7Y.[^^NO%]=WY#;D[__>7JZ^/#Y6?_.QZ+SE>Z;%JO!CEO;FRF."
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M$> 62V5]28K8.RR4"DLJK&K@+RC7@ X_G"3_Y5BV
M&ZIF3E86R=FOK2<6KX DZH)>5P)47;4L= S%(TOIJL50F@VC*96+5"X"$Z &
MRF7>B1./+.4K%]5HF!UEE7(1=:/NR#@??*E6-0)V@A.F9GMR5= TK8;6VJ41
M(QR"1V;#5!Y_0=&N2*IDZ?K"-%L-I=V6&D-J#%'Q%Q3MBN0KEJ\QFD9#;^K2
MEZF*+S-_CX?4--72-$?KR^BJ*BT3:9F(BK^@:!^K+Z/I:L/4FU)C2(TA*OZ"
MHGVLOHRFMQMMHR5]F:KX,AWIRU1NC7@U'D1V;1[B
M+B!7M!3?%AJGWN01SK,1#^[R,VL[C593D]64ZFNE5)\ @L)]M"78M(:JJXVV
M5!M2;8A, $'A/MKB:J VFFJCJ1E5W;D1G*?+]F[.[;_C,!J [B(]/R"Q1Y.;
M79A-;-:-JK&;(SC-A'-Y*H_V,=]+(1;\5;1Z*H^_H&C7,ZU.*AMAX)?*1BJ;
MBB7%55#92,],",\LET$-CULPE>C78< &3CQH$(]%#4)#XO>DAU9Q/28]-+EH
M2Z.I9O@+BK;TT"2S2V53-_P%15MZ:,?FH8F>[5JZBW;)+#;HLH#H:H-HBFI6
MPQL3G4XU<\[\Z;$R_<\&".OT/W\X1ENET>M*JQI*G+4JH+!GZ-F]XI;-M4G@*!P5^68
MEM0WE<5?ZANI;RIWOJN"^D;(S:TSLP*1A=*+^F'5B_#7?_$!,YN< [WI$ZM 
M'.XHR?5S^80I?3=L9X0I_R"KWE#,MIB5O2K!WL(90W4'O KZI.PMLPKIDSW4
MTQ 12*E2*@QX151*J7M:E5(IIM'H:$4OFDJ^TJ[+QE2PG>?\KRM<0RP9X?1&
MR9_2+^\<#(^<.C;SGV" _??(!*++#59/;2 C6
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MS3+$C;SQ>^2E[UA]%)Z0$3K @]DAO&*Y\6;\_;/9T+6-1[<-8_]L-)I&3=B_P/",QMK1U :W"_N
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M7@+']G!2UZ9--CU<,1R N?(Z=^-"844F5VOG=CD?Y&5"-ZA:-C(!S!Y[
M8#F-27:- FTY]=&YJEIJBR99)@"\\^=7"MOA&HWR;](?T@LWJ?C#?_QC'I\]
MN.[L[>?TU'P)$Q)_=9_Q/'WPXJ$?QN#(WH%B>N>'P^___%__4Y+^(_O2%Y+@
MYMI>XA&$D "UVPT9__SJPSRBDOQ-
M@?]#3_[;7?A-4;]I[*=7X%-[[)._PS^45W 6AAZXIO'/K\ZT5_\\,U7# *%=
M+'[_=32R?GUI_?K.]>NR8FE:FW9@+.W V+4#4S9EJ\GU7]$82W,2I-J.M=<&
M-BRDD0V4%"%#UM2]!(C7^DL*T)FJJH:F-[F#:P!\MSD14AS;=/9BP8:%-+*!
MDB($1ABPH$T;*"E#BNGH^^F!?39P%8"12SZ%<;U H^B.[*RN%U7C GHY1:8&A^I@[@
M;G5L&/H:'P[?(Y5G;6^EJABJ8S>TBOU/E6H;YIIBJ7T51^6WJ2MVG836"ULT
MOVGR?@I04=85X &+L J+R]7,24=%15JWR!G%X[>'0C=4I:%%
ME# K%-6PC%IYLG$=1SU_FJT8#9P_HWC^=E):,S2K3KUF%1;A[+L(8+=I.TT<
MP;)RIRF64HTG%X^NYZ.S?1>^#Z?3,+A-P,V>A/Z(1/$'SY]C2*56B\2TC1^!KZ
MWO"9_3XV?ISRRA?:E2H VW_?CAMS3]8[@Q
M?'@UG;G#1+I>"6>V,W5AUV9N"$9"_>>SJSB>KR8;=7-+"QFON)LL@T9R\KLY
MO$T*DK?2V>)7K;BN*T^=V\0-1FXTBLN'T4N];'5C+Q*A2.,"0.2 4:@JDDRM
MD./T*H]O'W(ALC'B]MWDL=.:$&\
MWOBQ\__/2&[N],=J0;\DC VI3&43B5WL/K(L"S
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M+F8D#E+ZP).\*>5&,,(41A(E+B#8U&18C,<#@RO
M97^.I7L"*!'0I8_ABXL\!<6@F686R]DF;N0_IVQ"CL?X@*F7H,6&[]_W<>;&
M[0ED#/'HXCR*J45&&<&? C6&:@T >77_NYH+H,4,"_YDO#CY5I-63!Z(R
M<5%"7DA#';.K%: 1>);LI,&V@.]S/Z$O#G._\OS07)7:E6.GTDXW[+X5=L"Z
M0OMM'I".:+2#'Y:?&$6E!P2T$)7VQ2G1?Z+>T=)?,PT'[OH;Z:RH5Q$4;B=N
M1,[>N9CI\M5]9CG>?X""H\?P#@"$GBS0,A=/ *U2>M$@W4U0]TA?231&849H
MO@/Q(0F\>^Z/I'<$WC3Q""(T@QE\W@VB-QQ=(MTRU8(/0 AC9/IJE^ 2&KQ9"]/X9Q:;51+K&\1[:IT'^=@EU&U(OUR/"CX@26A")^^),.-E*%4=F,47DQ?X!5I&8E'I*EP$1^-@%H
MF'K/G5)8C/M I0-/6>H'D:*^!!A$* 3Q9CXN];/1^TQ2\R)RO7BI<@[4X!SS
M8N_#.3NQU!Q9.6_N/:LT@;=FMVPXN=@%7YY9#.CO!LQ/A,]DAD?J!"_YT$]H
M_'E4+\/'[FF6,5W9XMW,7P.C81ZXJ=#9/"(9VU3$6]WV!
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MVRBO"S63:#-J4>V(,QB3VG=#WR @,\):PCG#Y.0?0R:"@X5ZHX]? ;V
ML9VNPF 'H&^+AY8W 4N;\EB6E 3+]0M?5BR8-_Q(DV:W]ZKL*
M+:\3-I=O-J,0^#874.NPJ6>1Y^]41MI ROHJ%?70U70V3W*1\B]KR^!6N:*2O-.-.VZRMM65]MPH#"AQ<^
M0*HD[A.Z._KF(7US49,M;@%'[+.^E\']/=ZET'V041:$NW=]^J!X@F8V->Q'
M\+(AOF@T']+]TDLJ>O$'0/V\EA90A6WHOZQW(B\=,:-Z)B-*OM$!NZ&,$]0G
M%'_IW]$5H=U^MJ)N\::5ZAWBHN="]5)N-J"NV,0$="&HXJ=:)>O8!9C*#(^-
M+_WP,C,7=?]( AH@31L 9"_+=1)P0-FFP=][D,,A7:\[!Y4*5H)+
M57'^]L+6V/O8Z;Z]?(_/'(_3 #-2(;S_$R46Q3\W#D9D3*(HNY5-Y1Y_W,B[
MF-YV@S'!S)(7" \/0Q<:SB2[I'2Q1-;[*Z,2>VUV]E99ZV+;3K $'U//%.V]
M/'"_,((&VZ/BJ9=/[%+]:]1>2+]]\;#*(-CG(J(VL&
MTXHE5!3Q-9-HIW%5?/(."VK[2BDPT)M?9D^"X($4/'KA/$9WF#G[F\CR<3V[
M *]OTE1D=AM!$;D;H5ZJ0VA8A=UGLVY):\(Y6+IX3[NAP4<_9 *-+@LX' .:
MQ$&?MRBHIB<'_G1/:'9!/4J&ZHCL=&2HN(3T8-27HAHE4PT7-0NF;6ORQ;?>
MN&Q>ZDI6:QC0#)30AQT_9";050#(X<;D(_ %#)O8&WG@\U^"X"?/5PO)*5]6
M=9L=4?8LM/7!K(6E+B7Y+S365]<;707O64.Q/:MJC)6RHOO99;(_=]EZV\M"R[#]LN6>JI.W)O=EVF
M-DO6]4[ONU*AYYEF:9W>=:7*4M56.KWIJG6LNJFV8]]YRXZOA6O+YA08G.W5
MHMAZ5LE_ZR7;9JAK]::=WGB)RF%3KB#KK=IXIE9AVJWGDY
MK]@?1%%66V)T;^N5#%6M\Y)>U50U5&,_Y[.]6Z]DK>J:7<%:;=6^*W9",6@O
MMT[OO'+S%LOA9@^AA'Q'H+W
M>!42/>\.+*JJJ]Y0VCL2&M>-*#=<[W#"1G-?7(]9F&SSR29A*.K
M?$S+^F\)^>)."=W2T/>^W80Q>0K#T>@Q4P/*P1YI"?)Y&[B1?#9_:FI
M4/=SF9Q[$:U.4@/HYI3._]T.0E\_DL@/P^\WWNB!_/9X]Q2^OPA&=YB_^FY_
M(MNK[>*.0.1=T?F#CS09O7.#[^_#:!9B(_*OOON7NS^)---H/8UZ((K4+Q%T
MYH*M)C62:J#U'-]V/;XAKG])^1MAJ8JV][U9]O?@F2,S%<#B?SFFBS KF]0:S?7LL]]"H???Y_%
MES]FF&NW-_<4N5/;VW=?UG%VE8VRH'A\'2P>5  5W-X&8/E]:9AC\6+C\]Q/
MO)E//M("@<62]N;QD22X$6)D+R;>SYF\NY_B,T>T>"&)*[GEZ:!>AP2
M8/]*A"0T9CZ!>A\QU_M7XH_@W&.;_,*1CY-9].W+;[LWHW>.GQ_GR+L/B\FK
MJP8;/Y5VH,[&8DF,,MR2A]*V[>KB%&4_A;OZSLUKPT?&5\':9IXW<%?'J-]2
MQ.S=/,;ZA?ABR'KW>&DK;:0VB"K6(8"Z&I)]+3Y5W:!R'/[[[D;D=3#_CH!Q_0ZV!]W-;Z(PY$*
M=T_AWJBC-BD+W@A>DY#I&0Z4>\7K9$3/L H A7E,+K!/ 34%V$?#J(Q2LAQ.
MQ$&+AP]Q+OVI^V?X>W3OPI("\N3Z8&B'*&ND#&4TP^!#&9'E(/)\ OX%*/?2!23YS^PT]$X@M<>+"^VP=?(;8(R8-3= WYX
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MX=8ZC4;O[0C&
MV &$6<:(0@YIG9=B> =VY:48= 5[1>L&?[F_]'4Y*,F?QOO#O'9TF#]\[Y_"
M<1)?)!]#S$P%AWL+D8]F=,G@L3G=)W/1-_D"_YZ@&FF"QH<[0G:CL<<-]/YF
M(+7-&JF]%+5_Z=I\0?N\9>\E3L19*SU9^3N/N']>,TN[AV/"^ ^3CXL
MV8Q%D0UUI:_6UO?6L;R2[1041355A=_R2E9#@Z7O&(I2M$4T^*PH/TU@6W;V\YB0RLZJD0XVDK=>'V[K=3(2G4,HRF!
MJ-9ARC$TO2EYJ-;[23%97Y@&1;1<3R;56NTWU\R"2K2/<4QMFZ)I:$E'/<9G
M"IB'3XO:V.O5E99]%7ST'LE_T[$S
MARQ=W>;G[/WZJLL/Y]$QEY^]ON+R:79D'>O?HBCV?W_5#3R%-2Q_FP&][]LK
M+?YN,2GX()P!XVJ+Y;#O^\LO_X8,B?>XLQ79;L(;:]W#R[W^D*77@9FZJ<_D,0>/&4FH#8D55]FP-1,J2-S@P0-BLCX>[YX_NW^&$74A%]T2
MAFSDW\5]^(CW5N^('SY]=J/OA*UE\9!]7$<#5;"\Q2EJ%Z$.Z;55M1'(9W?X
M?:]&J*KZ(K+QIF')@)(![I[ZHA5YY VTY[18[3HLV^C4[L.B;0FP'X>&)4,V
MNFW)>ILWT)[#HK;KL&RC4[L/R\MQN/UI&#VX@?<7):3:Y>_1C] 1^..:6KHVSMO2F+I"WF2;L*I&Q3&YDHX-S=_UO_8
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MT"'>5%#^]@.PZ?U/:47YXE^_[S&6X?-@X0/I!BXH_/W-$4
M-"M6H^>_@JV[#V0D@0OL2X0FV\'&LH1**8F E-+KXFMO+J_NEMXIS:+PT<.R
M*K3Q ),[;5=-9Z D!!$_.LE'E,8D>O2%0
M D?4(WEFB]:,].,3+QI)F+T(O]DXB?XBQO'GY4>[EGZQ:%993H!TC/,@!LJP2>13=JK""D/9I
MI9RK\$K9J?#*L4]^+.T\"1,7Q[!([@Q^_0/,E00.5Q4F..=5%@38XZ.TQ[2-
MES0F!,Z!3^TS6-O!JU(&CBQ76!;88E/ :K"=TC,(I*K(ITI4P3*9%)DE#,S#
M.@IG'2TV%Y +V%;^X<; U/4*:X(#ZJ$^19J@H0L4F?GS.$,P>@M#(7T'3"^*
M?I90'B#Q0W^9@LABU485IG/MG$-YB=9KT)Y:G28^L
M/HUJ($:^HK::N''1"LCU%=@7Y5?G5#E]3/#^0?&[ >G3S^VZP+O\D.U_?I5^=4@8^+J#*@X3=L)AUYR?,90R@XT_\(6?8.#K?%@%TA?#E(
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ME!<#+=\'7-R^7[X.L!5Y("W=U [2*P)8\\,C=QG#B@4;'V'\4SA\FTI2 '#*# GX'AL]C2)=.KV'CY:5NQXCB#C!*7_S6
MOZXNET-WZ=T#R>$C7SM;[GTZ,PB?3B(:ORN]5M[0!Q':
M&".U"<,(R,*6\P8,L^'W\]'U\+F#IUOQ.:
M'A!3O'#OPWG"5D:W\7^0L8GWR!B?L3;E)+ C!E#QW2AEZ@"6G[XBO(<#Q,B#
MT?/[.(SNV7-_S,@0T]T GPG/2!]"GXK?CVA2*%E^ (T#ST%C
M@BLXCX*51_U4BG:;J"6]5C[FCDL1FKJ*@!9AE0%XV"^0R':M$C\%K;(CL4[)=/&5T%FNI!
MF%!?&1Z"+T+A#O$I7B01D.9PZ@T+MU_9.2JL=8FX^-+0A[?!N;-GP6GSN"'U(WL$ 0H#TN'^S024:J,9A>X1.U]"9N!*0D
MV#[(&\:+XS\+GQ =0R +B'BR2G/DWH !1P+G-,COI0?2- 20C!=&#+I!0)CT
M&5OP=$42P8##=  4U[>4Y9G ;SR\Z7G%SVT\E]DI'$?A-$-.)G]/%%B! X7U
MIN*''^+ECPF38X^M'/%>OF(0!+-4RW]K*0E@^5AXR];^DHE>S,;8)XA%\0*\
MN1T8Q*";!C"77N'2U,IJ'/F[:FGG5<+EV65*-7;\7=750R[@!ZC79XM;VVG:
M@*\J%6SGO(HL'D@$1S^O$J??0@-BC6,>BA&.=5$E,VTJ.@
ML)>7TD6\[8?JV&0^HPFU,:JUB$G,(C)S(Q9 !IA%8P1M*6HJ_G)Q\?4%TPR_
MF'M?6X)G&Y\)HD1STN-"*ESN" 'LTFLC9N8 ^LZG,Q9(88;T>)Q9:1$=EDO1FD;4"^<4?Q[EZ<[X0=:4XX%Z$EN^P]Y"O=#,G-RTRWI] +Q8D'19I4ZP;V8$AI]/
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M#?L?Y3O,CLD]HJF<8XZP%PWG4SA^L-#X"&JH6S=*K=5,
M%\-DOA#,5,89TS/O-2QBWD;1?<]$%5W@I89,1?U&CR2<3K#XPR@%V5STX+LT
MH(X?2!55"D1I'X;T\[-"*4U55[DM4K)L^<$[?WZEI#4KJ\9A_DWZ0['2)_NA
M4,%4DK[@>?R @*V"XO)\ C>MM:VM:]DHIX,[7U[KUL?4-"+'4"^ (XXN.-,UTK5G#ZO%8(=\J;5D#J(]A]#6$A4QG?DA_
M\X[>DR1;[4"=S>! MF?_7K108&6L-.:%8PW (8#?D>AQ>4;&)7T9(;<83$+O
MOHD9&VMMDI159-U)@JT4NR&S>33$84 9JS=3RV&'1"UQ2$QNOWKQ*
M #W&=I:3>S^GL9PZ!X+HCFZLGN47WEW7,LNV@W>HYQ6?*ZPR
M];?3F2+U]F-;Z3.Y[:4U+*VL(Z'HVTA7^])*VZ*.?<#2[L*THP_@:#K>;*'/
MZN0N'!)S,WM?7$+=JRYMT]B*=L15Z]@T/%OVXH=]K%]X20BZ[ZOO#K>,YUM5
M7RR4<+S-VM\4(]_LXH=]-KLT9&O7[,V>AUT^]F$W"FY=7\8LKAU#:HW53>5,!9#XE^BE\2+F0N3R'QJ-6KPPA7LM
M=F#ME+^5;?: *#4*^/^-]R4V^/?:-O?^8%I_(0GZB_$DZP1:J\-OV:JSV>'?
M9RD-;:+L!:KB:)M=LB/NH:2-9\B]LK;:UQK6<%05&1(1#":M9EKIEL5M>7^=JRUXS&\K:!1K'U98\9[:RW?W=;[4DB%DF
M%;WI.TF7E]?7GR^_W$GOKS]_O?QRF[:]_N7FDO[ZMB(?3TIJ&Y-*
M]=!DX>QJ>+WQRM,DE*;8Y2K-6I>F;)*1!!XB31=/NR1G.?L4=0TX#C^QTT.QA).&UCOTY*)+OQQ=Y_3RVQA
M)-\V9M,3G]:]A%C\G"5)'UQ?7[8GU\8:?6QDCGN?SW!Y!S_/+-?Q[,4E,7GQ
ML"E$,*?)(E.LP4EK& +)Q=3NL\3]@?4S7IQ51!?X-=A3&K11\33"?R)=]]VEI^DJ6>T[8=>'/+OKK@-SL9A-";PN%':
M#RF_3]Y$C>7> ND1.IA=9'$ TZQ\7/T,W_=,W*C6<0Q?BV]"6KO^D_L<'RZV
M2LE.?2_*;E$OI,G]0)IX\WP>6 (;3+['^#1+C_IYLIB428?:JE+UL
M^-S!.RK;0'$C59[I6#\0N S-:8U&L<8;:ZRD**W4._B%:HV&T
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MDU:R^\"FYQS6JF33$P=2C6)0NI_)IH?4N)[2'1^V;*I"'.98\D&M0B+4*T%\DJL'NJ87M?U<4JWT$*C83.?AAA]L W&,G(C)42QGY
M=2#=DEG"=(FB4EVBLN81[T(WHG-A/M"^;F&T&CUB/>JQY06;DX :D@57(MIE
M*H_I+)EX[D-$TL8?3#?3,O4?9#A'84Y'@S69A15Q
MQ[F0U(!W&YC_+Y+/+*.KW\ W_%N!.X=OD,G)X8HN' [G$7*@8!B
M",V!9XOJG,940*7]7-$ZD("PX7W423@\DC*I(50;+WHVT6.3^3$I8&3G__"X
M\CB/E6[ QL,#AJPOS2.&Z2,0D=2+T)=1C$+U* OV@R2CA3'K,ZIH1&A-D(/M85:>*1\?I1DQ8'Y;=Y0"1-9MYVB7-21R3P
M[VK)3HPOGI"TY56!:M2TJO_@8/AG?[$]/YQ.TKZ1(M8CJZ2))V))(I;4NEC2
MX4NI)=12*\H)VA34PS)<(S>QY .;B78E@#.,@EJZ_!6-0MQ)9<1
MV\9ZHTNFX[*'I4F7WNCG5U<)F9[)JNR\.JBYEZ;:J\G-+[RYXAKM%]>XN[64
MH\MVY36&0[#:XH]@,;Y/9RQC%0JMBVDF^5K35K)8]UM"_>LNG8AMJ&8[5EXV
MF.VQ1.>8EM=%/;
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M2/#>WQO8=,ML1G=BYO@U&_)\F8Z9KK6![K8E;WIOG><":EUPZ3LZ2WOAZIS#@DM/F=5KH/#82SYM
M[U1>B?5GX*L8:Y1,7U3' A9)!ED\D&438"99&& ER%*:&^E&P5X$;OG)G /M>Z"GBUMWZ-UIECF^M$Z^/UE
M;E@U9\WFJ/']' 52M5KLKT6@ZW&0;G283A39'UU@-AA,F04T6"GWCK3UMK)U_#Z_?4F
MH*$JKZ"LUPK+V/)75I/[N!^T!%XB.I,@)^7;2R^1VWY&&:BQ9-
M!LT]V^69Q.D']YSVLZ%(8NM&:MKR3O6Z=I9M=X#'S_\%N?W>L.-Q:@WV%_4
MKUB'FD\?<'(RY-,'G*Y3)A/$\O6^I=ZUNJ\7:5 D<4%6<]F=N2-,K*&\,1GN(97+J;#,\AFJM$LL506/2CM4N(N9IT.X.%TJLDT;T\2!FP(O,>:4$4;
MESQD,ZVQX<7FWK2+5RP:A6D_90L9TO71UOZL?);VZ_6"X1P;9&S>TN*-+Z^9
M/=NC.5*$=N/>\&<A
M?XD!78,A&4BQZ[L1I2$\)<1Z8?PT;9:5+YN20!K-:?=ON@X2>2%MCU=8QV$T
M6EK'"E.PT]X/4$7XJ\/;(^@U-EP:U+ >[5RIK[U-/0T;]//#FXXL]:1"H6'-
MN$7;%L[=-]0ZFJT,I&*[C(TGG:6 IF,':">B99Q^QJ[BQ2,_D!(28+,D;SK#
M3IHY+A1Q C0A_/$A0@4$<'/X:;/MXW;XFDSUW*YQ3?6TW:K_A-4FSX? ];.'*NF?AE^])@E7W
MK&'JT\0;3C+1QS[Q8 8"-E*D]+TQR50^[>8_6+5PTG.2&F'8?_21M?3R(NS<
MG^K*>4S&]TCBC7O\./?]Y[/B<]+A ?BZB$QI?UO:58X9:;3M:7Q>GVO1
MUY['AVVU.9=IY1@4Q_T@-'NTRM5=MLPR B:*1_LP [^$O5_G$!3P+P@1HE, B7*Q51]8A@=T',E@5@Z65Y$^ADU,8WJ0#
M2.CTE'Q22;JMG4.LLNDK\:HW V#\1 @3RORMK#/B,O]23,X_4_4,H!<&N!S!
MH<9Q8:QG].H\&'P3=7ZPZ6;\[SF281R&V9_9$!:V$D;\A4X M@?^<]I2/'6<
MXCA,<3UO%YI^>\-6SP6J]P/5ORX'1HKJ'>/#S(4'MKM(]3.?0@WM%9%;$5ML
MB"6;9+-%<;?]R_1(8Q]1.))/\=N*;?+Z(V"%>/63-THFP$'Y?^=!O81U@R*^
MGP8 ?WZ%N>+P'OC>2_L82]Z3LK_=ADH3331_HN10O6IF@H5"TJYL2YB/PX[AG
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M#D0#K\J;C6[2,MOA5PIB=P@
M=H=;D^.N@DSNLO#L,B^I59R+2+!18M)E+DOSXE+/"W#T5[JF^W1J)L#C0].CG=_+I'0ERFN:Q+1(:V>(7USCIJ2E0<*OXO<0VQB>4
MAV A^CG9%YS";RT]HL@:#SDB/9$(/S-TE[+NQ+5\3Y36!<+V62IV.7J?%=$[
MQ4%V,[HB3-G%CP>6,KNE9&BX@JA2.D\W%;;7[&[(79PI>M'*\E0B,L9Y"TPX
M(R_^OOER,5,AZ8+>9!(\\L9C$%E$C^S>%=43_HE69P%PX+19=TKS2U!-W,/R
M7#"@BQ/U*$XMJZM,6[V!0YI5(2R/ 
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M-8:H&NC>T_0;^GC4371X+M#> SETH_SH[S3VEUKLL_&72;=$B85QG+D:PW Z]>*8<<+'&5@%0F11W8P,FRM35@['2[*(
MPL9TV+I'G(L@]1M=.D6*DAWS>?/*G8T'BOQ('?C[M&YSY\_"I\2
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M/&9"%']*X,&HQ#%)FF7C4J 7NO4E-2!803Q93[HOE9K1NF98-
M,,\R-;4V1M1,LR)/I7B"!O(]6<0*W#A]PC M
M85M:R<%W6W0KA]^0K48:0QI;84'V)5^( 1]99M=F
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MT76"Y$E8=&@@R\(J+1=*Y^6B&AGJ%(;_FKN8..L_?_2P3!12TM3 E(Q&L;/33CM^O2W52O:<<[ZNQK9Y"B57NI(JBA^K;^'E
M79H7GDA7.<([<"KZ;VGMZT).WE]_^7#YY?;R@_1?OU_?/IOZ>/5EXLO
M[Z\N/DE77SY>WWR^N+NZ_E+!72O5-VS'.L$Y=L&0!\OTS7:F[B_=!YQ%A?]9
M7,^P#<* 2'_[X.#_22VR/VD>$"UR10\?W TL^OXK38A#9X]U#/EWAMW2. /O
MI22MK&U2ZDZ_K1(KV"QK3G;(7H^P3I0FAV'=.!W@$K\YC$%9@O0R=X[%O:/)
MZ68R-+1-A_\V#P"/[E=5LP<#-LCG\/ U/;EWA34[#BL5![IV+IO_>Z_C1-]8
M_K"E?V=:?,.?W>'WAR@$Y8-;#Z.WTM_<>1+^E');6:OU*6RXFBVU_&2,/6(D
MYNW$&P%6%F1G]5UZ17YW% %Z874"](+T@O Z2KIV<][MP;A%A3:W,*B
M*FO4^GFS+<+Y/_;,[]U\(Y1'O]/+4^F23B38V.&\E6#6>K[EITCJA8_6"GI7
M;053Z> LGY/"(( &#D@#H:3N,>R()Z:W"-45!@C(JA^R;LDL23%KO7V4.#)=
M/S*" XQH%[,^FT.^Q-PU+0^5K(A5[.-;-F/S,XF"'P%;WR*W-G/
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MI%G07Z#)T>G?$O-'A([:$#KZ0&81&7HNQHY8_LXTC!+O+_H+8+IB1(8NFU\J8;49?6
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MME-_S*1]I.NKZ KZM]'7:1_]ZX<.],93+?\^]Y!D^
M(!$W"F"-<5JD(X5C:1X,PX"F1-&YUR*6(F(IK21W5[2!B,4(:^B4Z2_P1\B_
MH+^@O_#&3I/^0OX%_4^9_@)_&J._B":U(9KT9^C!YQ])D,PC?GUT^\TAX:_Q
M3_[3].4'0PT5=0Z=EAR!?T%
M*)4(H(I;24W%VQ0O2=T]+:&M-IQ22OAKQ0ML1T
M;YM\TE]<+\!X3NSZ! ,Y2_UH5NNIEK)ENA'A:3US>^8QM8+>(L;3:X[US+P2
M#!"8U6?,$D=&8-9),Z )G[ 3PV_-@:ZW-S(M9%@PH#L,Z R(G(+ATUPHJXTS
MT5L2R]K P+L0LXY8)^77Z=8ZUS]MI(\/K3JO6!X:BM&]O="FGM
MBLKN+UYTA0.G#" #6U-:-[=;2*_@0(:/-"T;2/M6AM(:4/.&[\XRA>2C9]*FREW)'C2=B[US?7I0B;B
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MA5]TG(&1 \W>EI0O)+<#DBOH+Y#C*.Z+\X;H>R7UT
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MCQ[P=!1+(S+TW8B,UDK).I#RR,RS=#-!&$U=OY+$')(;DR]^5OP)UKXJ"_+_?I5MC>YS_>] S"'Q_?2,
M_/Q*9C_',W>8_IP_(,K_-5I!@DR>ETBV^-L&3%JLOL"C%?D&X7TEI?]&65V1
M=$FQF21)&TF7$SE?T/Y<^JG [E?+YZ_(LM*8@8]F#Y1>*V_66+J!I\N4*47U
MRO1?(GF1&]W0;455%/B7Z=P;KC&T95V3E9&I;-KO_CJ&P6^*VXSB%U, YB26QF$D)1,B
M/1,WDD@P(B/I QF2Z3V))$T92*JL&%)$?#>AY93>=.9ZT93 FX<38"(PV86'
MS"-X1B2-2#R,O'MXAA=(7T+XBO96NH''P(W6'BA4$L43C[VP]XN/:3
M=)4_,Y;"0/H:A3,2)1X\^E?B@Q0&(^GWF(S.M^C(%;G]QP*>>@3I]2Y643JU
M6K'84JI]AQK/OI]:;X -OCN+R=OL'S]E6E66S]$N8&1A1N(Z8+?AOJO6Z\CZ
M787E)^>.6F>SI@6S1.NR/I.^]5T3>TQZ 3@"<$Z.]$+J!>E/C_2M;T[67](+
MJ1>D/SW2"\!I@O0K5VFM"0KU_@9Y^WB-#>'^_YJ[44(BZ9)&^%59T;L1+6H]
M%UM7X-H#>I=*?*DM$6/#J2G'<$  5XM8$"3X/79C8:3LLYC!E=**Y) 6/),?,Q+$G8D'
MM9U]KT-\[1!@D_:%A(,$)A2'E,TJZ;0L1!I@2DG
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M3LN#
M/ OZ"SPY.OU;:0Z)(%/[@DP?R"PB0\_%*!/+^YF&4>+]17\AC%T1:.J!;:7+
M UNI*<%9Q)J$<77"]!> 0@$%O#5;>&M]$&A!?^&MM0!0](%5EX4B!%H R@G3
M7P!*"BB.O?-ZO;F 3!L[0G6 UFFO31BKV
M58X%!X[-@1-&$L,0AGU5IKT%C:XPX&111'4&AB9&/?5"B 4#CHTB71G+T@2*-
MH11"+%#DI!EPLBBB: /%W(DBS<55VIQI?;%EOX,/?CV(PF2><2O,V^_^26\-_ZI@IIY6'6"B/H(J^>$
MZ7^RN*$,5-,6Q0G=E5Q!?^$O'0,Y=#';NA?R*^@O\.-8EH=FB-JFSD1*;@A0
M^R\RDAY<+T@S< CFX 02/BN,/3IP.AQ+$0EPW-$L"FB:5
M.$!=.$"" <=&L 9\PNXQ0"!8M_DG$.QT&2 0K+4(UEQ8JXUSX+L2U[H+,3.*
M=89^G0[4>L.Y,73?^=7[SH"@=.
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MC6:KM(]^?95?07^!'T>99JZJN_!#!%DZ%62YGI'(Q48WTEWCA54.20LZ-[8^H$5^.-)E(02_&$:
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M=BCK4CY7&BA@:R7M.JA:!,@(D.D^R,CG+DK4V&D6" 0*"3H4!
MX@0(!IPV T2]B#@!@@&" 0*">LF 5F84M80]K2E9^^#YTM46N)C N,$1C3UGJ1SF!,
M6RO36B+C F,$Q@B,Z6!!6OOH*NK1!(/$#?T)J&(1TA&FT G37^"/4-!]YYA 
MK#[1ORN>65_I+^1?T/^4Z2_PY^1RBDZZX=<'[]$##H]B:42&OAN1T5JA6C>,
MW)/F8D>N^CO1M$T^5XQZ[N$:"#ZU0LI;H$L$S B8$3#3;RD7,"-@ILT7_@)F
M6DE! 3,=8X" F3[ C";O@IF5^ _[$:N7I>(/__&/>7SVX+JSM_\U=Z.$1/[S1R]P@Z'G
M^E?!.(RF;N*%P1VPXIT?#K__\W_]3TGZC^P[-\3U+^/$3H"P[MGVT!>J[%ZCHFFPTNT!O
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MX@8TML9!L7Z>^XDW\X'0Z#JG?VZ"W!<^^*^1>Y%_^NYP7W0WN?F1
MBJQP,".YT?VK&WV__?<<@'U/"T;1^0&ZW;#'SI72-]YP,@V#T7OPE)+]B&W:
M_-#$WA'MZABM 3^>W&0X>4\3\/:,OS@FORB 935/[^OQV!LB$=D_/OKDQ[NY
MY^.M4OTTO\1;C5_GP2@BHX^PYF<,"7R!?TP^D2#TW9O0W3,HZ!@6/S:8?6=#
M)18HJLW-?K0,#NX2?Q[4_CAEL(4I%Y>*A'H#G>=ES^(,-Y O]X
M%\Y]\NA&^R,\KU"D(JN]HS^0F@3O?>)&]Q$&"4IH5HX1,9-#Z/T8="^+-:K,
MT9PQ>Z=9*=$KV#.ZS,U_M7HGZA^]<4*JD%TS,>>$%[)S"(9Q)_MS9:6JR_SN
M]WA$Q_B3_NXIC,-I&7E7%(U;$I&U*RFL@T1_)&FXH*K4JZK)SZ11^A:P*3" 
M'@!T82] W\[W%7_'X'?5)_242)6U^1HVE]\^'?235;D(45>$'YV;OP 7O6\L')U6'
M7Q&,V;>T Y9J  )?FNZ*H_-3I';OPI-(]^N 5(C7R H_;+=[9S(BW:L$R6QN
MPF[+O5.HX3S*/=,RB06JPR\>W'1]XU&H?F!H4M%E?ID=2H\9\ 4<)KR.*AL>
M,'2%8TY3[^(RP(#RWJJA<;L !.>I?P;E/*KF/*FZP3%_N&\Z%A&F< \"6%,M
M>=CFQ@.'1\$9=QXDS[>8[O$Q1.G?G^XV/[K;O<[M$LC.#;);TH0]-Y
M7:XJLMHW+^IZR:YYKI(TK"O\\LILJV\ALP(#*@7H38[5(7)_T2?-KV&&3MDX
MCJQRT[R.VM\#@(9F*OYE@LF
MEX45E+!FF_SN:7MLA;)DOQ9K83@$?;NM7:5^U3.@*/P:)3J]YD)800];&K<<
M5T?M6YGR$O$KJ6%;X9ABW,/H3]E,5UTVN-65.#RZ:?$F^!TVZW.Q"_'CD@WT
MR0V&)"HA^B8_R7?D/C-B<:%^-_$PD0?;6?[J/4R>W&?V&_S(GM>-CL4/CYP>
MJH.,*XP)Q0B1.YW-8VR-]K2O=:KI&K<(G2/W4#EL908U52LPQ-:Y-7RUG1[&
M+#8QI. \E.>(XC0]_J+8'+-O:2DOAJ_64&VTC=TH@)?-AZE
M\IOFI2[_VH4KFGJSS5:]_"1T#T@UI:F3*_V)W<-U]X0?P*':UTCMUIE;[%Z!:4
M+RWQNLJQWWX/Z5ZA.ZW&L2+>["'"5VEU(O.;'F3I/31E*L8*9'[W]Y;9-]/]
MKDH39L61^36EM?L6*V"I$-6ZRV@\"=\[66=9*>6IKAJ\+'9%[EVJ5O'^L'*G
M$UOFV(NVSQPXJ .\PZU2$CS7OD7EBURHX+N:_#)^K-[=UQ9IS]I X'\KMV,V
M^*&1H_3-T*>\*-LQ5>77@,/2^Y;,P\;*5W*N=)U?%I5E]D[Q/A&_2D=F173&]'[%I=G1$>M6I[P-K])6G8/,28LW5U)D?G-WG9ZE^M1
MK;Q1T4UN!KRC]NT2I&I5([5>>.75],YNS/,HJW44X#@_J'=M?0JT7^MK=1O.
MD\F^]KO%RWZ' ]!#U#FXN97)T93O777I@@'E(V:*S;.;0_^XEVM8JM\;,U>S=^?D']#9/[2ET;\LO!<7K7V:K(A2K^
MEL-OUI-E]2Y&_Q16&7W#,8=>[Z&\5\Q_HLD)G"S,IDO4LJ\SBF?4KIW8E][#
M)&%5_F4$W%(YMFEK.H&8)ZF7KEX_A_,@<;V@1"A!Y9CBYS1L3?*D.[5=/GF/
MB%A)&)0K4^!FP8.L-QPCYD5S'PNA*A@KNJGS&Z5E-FRM<"7V9S=* %5*%N!P
MS-^0&XX*4#SZ+E,_J/",4G [@MF/RZ&
MH_@^>2!H:3*)K_;N:;K:3C2^5_N_&%2YC+.M/E9)7;317H<"?U'&(Y^!>P.GTK<
M_ABJQ2];NB^Z,IQ'[\CP.XD^NM%T?V*;EL&MMMW6^Q$F05J7#K[:/!NL-ET"
MP)/0%4QMFU^;C*9[(7&D]"_PE8GK^Z7R$U6>WGI_I#IS:_"V+)@G-]Z(.3=[
M@K;!;=2I(LL]\6L65*==-6_">4)8@@0FY^[M5.JFQJ_+J=R32.""]K0U";B4
M'Z.PA)6BZC8_JMM.?S#]JQNY#V$)C]+@5JBHR$TW+N5(9[Q;J'!OINK\4D[L
MIOMFJ=D$'3?PA<2VF\Z+Y41L6DA>.C]35AUN@6_;Z@=D
M(Z77.N/0>I-'CSR5R6'3.-ZE-3W%GB/QUVWQR]$T##!?L\2=CV;Q W2S'[8A
M6"?OW.@[B-_DB @H^=2HSI5PS(YAJWZ$0PO
M4OZ17'HQ"2;A$XG*45XU%6YFBM.3B[<"Y?'>#6_:Z'7G4QB6R\&W+'ZFBV7W
MX^9M07S4K=6D7M%EDU\3%JT?.4++A*]HU*@Z3Z#OH<3_.A_%8:G49S<*R(-'RHB]H9O\[N?LO@$-)7M%@\;1N0TZ4N2F^Y_SIWS>5.A=!!A3
M1KEJ%L>>BDY/BO)7*8]=5KZZ<>QZPU*%M0;'^WTLQ$
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M='J2-[0(GM.8;9ZK&;YB*W9,KT 7%O[I1[,UF;O!<9L@M1]16>X/:&V[I
MV%";J\?G3^Z^F2VJSB\GU&YZQOE1B8__+$5ZC6/7!;OIZ=I')3W\MIS0&_R:
M<]E-SU;E3_G5.[E2M%<
*KT*;44T4^5W&63WPP%:\CC#
M+"$:#/,H<'V_5/6^78[T7IQV7T$OTSI[2B_#LVORL]V^X?_0L5,544@*KS
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M9A-=>%&)^@O5Y#8&'6C?%R,\7 K.8H?%"I2W^%U&V%9/PDIA686;7R_;
M/1E?!*0N'2I4N0TKDJV>-+;$YBNE6R:H*L<2%JLWH$U3FW\)_5&97JW\)A,[
MOYMUY"FA#[JEFABL)M0(ALF9SPO%E2+SD_
M?TS@+5]]UPM*E*PX2K/!\,4';D'E+)'\PSRB'_FF?*,TU[[=A0L.:+OGF^B*
M4]*@75Y-F\'E\&
M\.?[R 6'*'[Q9._N,&?)VZO22ZV#PVX.Q2D$$OC%GV28Q+^#/QE]((_$#V=3
M<.EAF>E/[KU//H$ELZ>M8MC.5E3I(P$_S_W$F_GDHSOU_.?TSQZ):X=\3'J[
M_??C5VXEP@I-A?^D]3 YJ.J?;YE8[1_"DHJE/_2H<[?W9&_F 5.7:
M +Z0G2LX4IDCSQ4RI575$:>C;EZ$\ZA*ST9P?+>;I8(7E7CQJQO=AU'LC0A-
M\_VX?[13L2SM9,Q23MS 2K[U(0^7HVD8Q*4N;S7+$2>E7MX4HJ98[HJZG5)A+:ZO;R^T%/ZKRH^P,55U6MG=C$FRHRH9#1JPJLK6]
MYX=@28TL*3&"57$413@D7)BR[XA6X(JHKK?+UBIDHQK]R 0^L'$C:/BM">_BQ%0O_ZVI88SPX5M5TZ?:QO;9UH(=
M1RCY4S7'/CV5W_[T08VFW!^'+^_=*'H&4EHEN#%^!743A(\$LCX(U(,.Q
M?MD:V!U5 J!6R_O+^ZZ5#Q6TANM$FDBZ437+V3[-KBN$YY1X_'$> 0WG$2[_
M(]@F\*]XWQ[VRO9<^&Y063,:SGU%\;X*1O,X0:"$A?SA1@1OV_6<2&"_4GW6%G0UW6#T..\-Y5(&=<#B=KO-3YZ!]N/,37/,JIW-[
M;YR.,+/I$=)'82:X\Q68:=H53.&6<;/A/AQ'X28- 53@IZHI73^=33>O.0X_
MG\(*W'2VMV3N!C,-C8,=Q"W3_\)/2!2Y%\GU(XG\,/Q.G8%1+@
M6L5.4^\3.\M65>FR4R'_I%T,=/K$P!MO.)F&P:A,6SE#T7L(BV#\^^N1'OK1F2B2+R?L8
MS?L"_YA\(D'HNV4F:BH=MWSTI@)VYT'V%\KT0'W*X;0@8/1_08W"P+MYIC
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MLW_.)Z8*E;Y2T2VSX^?2;'K>YW$XB8>S_ 6976&R2JNXJ?/H#<&?F]QZ#S*$OAS\T*K.S\;:=N]^]@SJ,\[E,F?T_M.LAJ_;L; UX>>*&B6A5Z
M2+:*K7K3HILZ!WGJV;W+D0+?*T2"](ZG__5OS03;"14
M*8B@.YTW;]6^V42(LLNSM*L5'ZD=-W<5I>DQZ4=A;?),^]!_#/&HEFAX;ID=
MSP8S>I=W>QT0-MZA1%&VJBG=-H44V>G;L00^YAY+F8""VO4;3E/IFU6[F-IU
M@H5DNM)#A,W9&#Q2.QE>9H5BDI-1(D>V&AP@=D;/HQZ1G
MM83YJSEFM_O6@"=C]YFGE7R:KC,5K*6^W< LF%J88%C%9K+5SO>#Z[&'PRHA
M3M!H,GD,ZS@J4ZL>6$W5NNWD@-G47Q5[]Q16,)M4N>/E2M@1O\\\K6(VZ9UO
M5Z0[/0P%EZU9Z7KEV^RQ6-DP-'X
MNT@UNYMX43JY]5?O8?+D/K/?X$?V;&[D=#U%U.I=T^0"KXNCDUFTV)W.YC'V
MJ7_:U_4Q=:/C5SM6[[*77F(Q=8/*L]G2NU[I9O6N0?86-A?=61YD<]5>&PJ'0\UZVJ/+>V[I["8
M@''K_: YQN\G\V@XN4U  /9,9]2LCF,V>,P]C%!NX'-F@%5DM.JHW;X85(#3
M)\-H&AZI>J3USA=K]?$*N&*7$)V>VPXS4^]=BV=Z.,N&I@W3['BLP^0Q69H_
M(ZO?[NI6UXOOS-[U8TI92O^G:A6[HBD=]V\UJY='M9H*!3^VZRJT=U/X>XWH]#^G5KAMIQ;T7O76N)!4O+M^NVC*X;14;OFN$M^%GZ
M='9^0H)F]Y";_Y^]M^UM&UG6=C\_!SC_@U:P/CU@)";B#DUZ*,J.Y]:V-GG/A-JKN[675UO?3O
M^^)Y_'M4&OCD') O[H8!\P>F:]R\S$;)@7A/LA?3N+S3LR'3VUR?>::_\%S3
M[L27&8>#VL8V0[NTKS(:/U;>5JP,:F7G"^Y\S[CVO_<4_:E9]VFY
MJ&?K-N'Q>)^[[;AL8Z4=W+"['>?"_![-"\W=LOV!O-M-$V>L9^,?&8=KO^LY
MK*>S(USF4,$U>(^>)E?OLCP_:>3L,3G*C9@[O\V3PS%6T[N..8R^') $*%SF#J]K(G48=@OJ>I*YF+[JKABWW[[4\?85
MD4MXD'V9UM39(LF)]IS;TN!<^>*JG'FQ3
MS:K7EO
MB^JZAS\3<"]$$('J+-DMZO<]IR#/TR]I&R)VC\;UMJ+O!$P/T ]0RAX.SSE53KYFE9ODNJ\
M1SJ'\!WF+HWOFR-A[XLHQXN9UQ4TT:%!^O6/#B/N\Q%\U>V=MZC?;\VWS)(\
M[Y.7$<81;P6E"!77:&U1P=OXODW)*!;U239=1OGKII7'#N\4.!&HG@ZX?3&[
M(30GY:).E_F-;=W6VM!&1G[,^PI#"M6S+K8O:==M]$.1OJG*'MYJX+K\ 9PA
M,7^CY7%2)5_*]9%-X(3,?=5 =8^T+:K77@L/2,\(8^YCDGW5"<5;%/'GB6W-
MILRSI'W/QWDR65/4*)3,^T5XAMPQODVJ3V4USZ;+221OUBN <>O"*&8><#3[T(R XP<)N[9U/::N
M,2%7VT)#[%:,A.['K8M;[Q:C)\UP5#\,[U8OO9A[N!$8DH?S
MX;NG,Z0Q61!'S%U6SYS#]'Z7N7^^^5=:%.GT^KAY0EZM>V7E1X'#'>88R%%QBX.]\NIO.R5[F<
MT^@8LZ^X,H/=W9/R,JWR)D)9CI98NXZ5/_$Q3#@M T
MS[:[<6XL4:1?LK3/%I52ALRO+CWCXI1.S8%NK?2XIZ&+P+@HY:Y=\JNJ.6?[
M>$,R]%WFE9.R4=1(0=N>K,?)?)YDDSZ2^I''&PV)P#%MAWY,\L83ZG6=Z]$"/^ ."T)IS(5FEZFU
MC#]N?\W:^'UO5N/>=$W,63QEQ1WN8PW^LN<+3T5-]_7+M=N]DI/CV/V+H\A!>OWQ.W$?# $MBL.ZH74(\D]
MU3)TC#N%'PI[F0[0U74E]Z>K.0#OYPJA;A9L4:23.IO$X?F^^H>HV3"!WF)ZYO2'."TVZX4M^"6M<3S*?WBL 01[<3@#I:YXY
MW#NF&9(VNU2P)^P+G8#Y]9=KR/R>3KZV;6'_31B%W&]+/$/*:YOC&9*\WC@Q0V9.Q#[W(,0W9-IR(V#_IDR2?P#U:^5O2^DRUM'X1N2OW.GXW%2S;.+BZ2X
M7E_(*(B9GZ>^(54#C8Z/Y((LA]@?7EX?)>MFO$8!]Y)UWY A,(]+VG[82U#9
M#DKEKJ@Q(<[V(;TB5P5\H^J'H
M*:@OV0MJ3*#YF*#=Q[TD#3R/>5."P)#FAMW\M/:,_6XP
MIWE-9&7&0_*N_U*7%MGJV+?37TG2X['H!8*YN^H),Q!!
M)U[_.09Q*)D[IYXA:5;+/ED#^X5&@OL3,8C-@*\/<$YY6X'71))5D>1YG[H!
MS_&8]_1M8H[(.%&7DYPZER<=U#%+1M)GGHL5&..^WNEZDV*WS'9=M!D&LRS/
M>T0EL>1]!#>[-3!/U5OD,W"S-L%)Q-S##6*#PI.?B]L'/5I%&/!V>Z4(S7NT
MGK6_J)_CZP8BY'Y);4B'V =*?N\1NU_FB_-/6=*O[V_8%?]P5C6(#(IG#HMI
M>I$V?Q23=.T:(.F' ?,>(IY)0>F':9KG/68DAI([VPM-8GOM5=>7A==KE^5'OOL>Z6[ACP0K]*\
M]4U[%Y+X(N8=.#82&A)N="'&  D=&3"?9MEH:,C9>B],[*UCX]VQ?T0:XN!T
M,BX[:B=9O_EX4<"_SX=)!^K@/!XW%+SO/X0?F'*JEJ^KZVG:(U;DWBW)#TWQ
M2\NW65XW-B@7U9I'J!MXW&<8^H9,O;MK5=85-_^SG!7S/EV7?2?B7J#EF^+2
MW.O<.J!_MG3BD/GC,#"DUNY>1\&[6^,N\WPOJWK4K >>X%T"(@)3D-R]'I%=
MY'%5#M#3]YGG (C %$!^50ZZ87397S"&PAB_M>_]E"=
MD%X@N)^>AG3B:>5K:R%_*_-I'P&YC^^1PC/F\+R]7[P;_MH&D&E:'&7%55E.
M>\WRE9[+W%'UMD;BZEE:W7Z&7-CV8N-&SJ6 >_5Q\WJ;-YU669*O.V8-45D[177K$VAP]!H[[V9=&_.5=QM4J[:)I_^-]T4L]_;R+3
MZG5ZF>;E1:M5\ZIO_I9\RM/VE:UY%#1;B0#6*S&HZWOJ#=K$^8MYW3[]FM?Y
M,:G2UO%)WR23+,_J+)TK>09__ST]>J5MGOJJ2"3%S3]V(U*YJ :(1#"B4HU(
MWA:.IJV+U,T^ZZW1YC&FHGUDHD2GV;1S
M18>=XD+$W:AT50[0:/,X78E$GMS"8=?^SJ,TF=-';LV#YZ!Y[=5%E99?WWQ:Q5FV
MES>;ITKVZ@^7:967Y=>3;/HE/3Q<-Y-%^)KZV;Z[!0=AUS*MN94$09-912)M
MX9S;GD@7255WM&ZOA4!E(]5QGDS6#E@)[KR5J!1LXVFT-97:9@.G?RP:!VY]
MOTU376*3=#G))K/SLICVR&YV8H*".T72;,&KWJ(TS5%VE=2365N*51;S-7>.
M##0EI9ZSA9VSS QH7N/R@S=Y^NW[[0ZY1 ?9EUE]O[5@BTW?-Q_,CM*BS),>
MO-IZW>;&I&F="&+F/OM?GKS\YWM%5(=6];'>D4'M!/A3@25W)
M4+"-2XGMBM5-9-S/TZ3Z5+5P:/V<)4]3#]W?1@"U"Y'ZGGD4H]T5G7FFQ5!=
M7>[@1$Y7TV>3YYIVW'4ZG5V5\_*\CQ?N"DWYJKLJ%9.A0M^3VX(JWF
MR21,BYGNJ=5MK39\ZE54$H>:NGJ>ZD;8N]3J;5EE?_8:5.CIFJ_M>@;OJ;M&
M9D//0M?3='\U+\M@Y[45"5O&_>$6U>I;\MJU]7T7L.-3#S\!E!R1]/"
M"BE4]]+8B4)G:55EZ^>O^KI>YKJJ1Q/M1)UA=QB28,Z4HCL,XPZY]L*V/\Z3
MFKK@@3#.2>C2(.[U#^[1\E)3D;QMU+5N7Z0/1=H?YP5"5W=[&TFMVQ=I"'#5
MU./V(O.VT:+Z3A=Z^ L^04]1-4Z=>;<6C42;,G&'H*^6(L1@L%S=5-\T+7H#
M(=_5U!MO7I>!>8YH;T9YT#WO,#5)U2]6=*'8SF/Q-V6ZL'HG^4E/WW(]-8T5-@+N?MF7J?8J;-"V 
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M?7 ]XZ8<-('6H%IR3U.%?&'3XVH;W$8&JM2_R#_T-.7N@8G/I2$]T33-GQ>N<6-=&H$&TJ% UR#)
MN&2VL[3H?\A)78-8;QOCLK>K3Y?N-*AG7:1MBVCCDM=NTM1Z2^3HVOLQ,*Y0
M\O[5_%!VUS$''>5RC>L"^2 -;9-125+7@=I>:)I#?E^S_OS!U[9EOG%]<.\+
MM>SIU/XY=(?I*IP4H6D)$YUP/5OI![K.MG(#(WV,82&OMF7'KG'S7,ZNTGS(
MR!"I;6](W[B&N ,+PC4>>&!O2"EK@FP(C*M%^2P
MNOS0T;.1M!2Q:<7$ ZOQ(UV'402!><^AV\3Q(=F3?JAIGJMG7%/!>T+]U*_S
MM%S4LW7;?>O:M-.\A9#"2\T=W_U9Z_:UJR)R#B$]UVF8?T?
MM1U5[QJ\HTZ3JW=9GI\T*O68>>#ZFOKI4I@V8O9.JD<&H/[IV./ <\VALV3^W)=0U!G9-C($'UCGIFLCGJVYV>_OM[>\EUV,_NCKCPE==OW[[[4O#W>X7MD2J<_U7Q1H
M>D4;J&ZILTU='J2EO&O?;Y(5/?H+A[I6KGNJ>T)O4Z7.P3[*+MO'65T6O>H!
MM7WH!*KSDK>E4-Y6/@]QJ77M^>8)0YX\G3+ODJINCK=^FT9/GT *3W%RY):4
MN9E >I#,ZW?9-&_>9"]Y6OJEI4#-UC%'H.MWC2_0IQ64KVDAF12AXIOR;:IR
MUOZ&GI44OJYI^;[J8=A;4^:R&P.[J*Y[> "QILA:!*I3'+-^55C]0X5]=,
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M(%PW6V/.<4]R[>GSU'R->USI#4'AY[1D0BWU5!4O2A=
M.LG2P[[]-6LG-#J>KRD "@W) 'ICH6K8J
M7-4CI;0]T3J1'LQ"ZU+O
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MX46:!C.^(5?>=_H<)]4\N[A(BNL> CFZII+ZAJ22-OH\'G=O.MU
MPT]'ZNJM&=)0^W&IV@_[":5M\9!O"H%[5*CF7_OI)'U-;WU\0RY6[^GTX\5J
M+Z40GFNKK&K(6V:_D*H[N.^4FGJ3@2&= 7J1CVT
M9]T_D\G7>:\[/%_3=IM2&-(%]78,QVFYJ&?MV(?SQ7S]J*EY&.EYQRI%*(W0
MYRPMWK5O,,F*MO]IGQ%WGIY 2/B1&4^@N^8*749/*T_/7C*^='7MOVU(RY_.
M'=A+DCX@5=-'CO"$&4%KITG_=K12UVIBSY"L@V5KBX%ML=Q(3T= !+$93.X!
M-RAORQZ:$*@JDCSO56(L-"V/;)SJT#BMEDWL.R\A'=3DPO$UO=D3@3&.W)U<
M-TD^RPRL17L+.\ORO$T]/0-?L+=\\L6[!PL"MY4E/4_ =Q ;YWS]7ZPUY
M;/GZLJ#0O,?66?N+>D:S2^2@GT#"-Z2]V0.!OCY2B^KVN:<&C(!?BM(_U#3XRN_JX+C-8NM),BUC4,<@UYWERE
M>>NH]<[JCG3-&@Y<0USJSHT>DF_O>KJFC;B&''#W(IS>\DA?5Z\@-*23Q5*>
M95O&).LWH\/5->7*-Z2R^Z:M=C(L+\&-M,VP#TPYV\K7U?4T7=^A#C6=FB+\
MT!0?K7R;Y77S?LM%M6X#^CC4-)9*QU#7%QQ2B-U^6)?G:PP-T+>KVMI6*GBTSS]8]%$;6?EWN2/13;/[O^R[LO_5K+51WGL#+FE'_ Z-; &U0)^
MLZ@:8RZJ]K6_R;ZU'\W7O3^40[H/ZVONN^,C5OWP;?=W$R$OYG7[%&S>Q\>D
M2ENW)GV33+*\>7&W*A _B[__GO6[/\3>@ I<'BHK+H#?C*:[=V(O)I]FV0R$.::+-0676OYYVHW-TV
M#3FR U,WLZ>X6FPW,E^5@S;S@"L1?456K6H;JQZER9P^'&\>N ?M*-^+*IOW
MQ21&'<>J)7RWR.OL(F^VXGF67]]\6L6&W,L;.:MDK_YPF59Y67X]R:9?TL-#
MA=W$H>JN5%V39X8#@"9$52_J15+5Y\V;G>_5S<\H&VF/\V2R[C/4,^8.N%V%CLIU/,DFL_.RF/;)"PX$O"(]M6P.UZNDGLS:FJ*R
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M-)9T47TG27U2$N60 :00=6NB;GB'$[NXHF,@;S=0/4V+WM,F)
M0I2^ZBSIP-Q_QX-#K*NL[?'[L#'QL%J[(<,D(/'6)*ZO3]O$TS=ENW?7E]4=
MTC,7LFY%U@]%NI^V37YZ%+)[0Z;X0L]MZ?D]U.F3&8XK')TEO7FVHKC.5%VK
MB[)JOKMODS47Z)^!O%V"Z9 R.\=QD(S(0-]AM[%.A&>N_N+>9! OG>2>YW,X
M9,XH%-ZRPFT(U'^6O#=D6CFTW;ZV@\(A% $P$+>#43=),P.\JS# \U=_D9>%
M'D.\*UP7<%%WZ Y^YGFX,. @\RXY:35+N!2V^S+[.KY'KY+^V7K)NV
M[,/+8B#Z4N/[2#HYOUC,VXD#5VN'31&P%DNMNQ!J@-ZX^&>G][V8N;_@(:HZ
MF>K=9LY>3[Z6GS_W27!WT3&;I]X#M'9B!&$&G&;?NF3I_=FBFLQ.
MZV8AK)F'&?A([N*E]ZVG-E!P*4'-^ G>D9:ABH=PUS16?&!G%4RGT5;4;K/V
MQ=_2\:"HUHH.OV/V$3]IKFSWGZ'U_8X$_]):WV&/V"!"**RMK-FW(9U6'$?@
M:D)C33?IIN[Z#K+U]->V?S?U$/D"#'3MNUU#]-C66=4!+9D]M$'26=$!"?"^
M0."JL:(#FR %<(%U%?5LT$1&%_A!6T&[/,EAS7MQ,ZNYK/TU]7'YJK&F=^DS
M0TFP"[S$0M^-9JCB/IV'R/U)D_0DK?/46]8X@*SZREKV[L+M>"& AT1&&@\O,&Z&^,^0']]!^2=8I(4 UV'
M==YV08L9:'N:7+W+\ORDD;7'J##?-8H8&ZKM70>B0;T_45+)0N,A!,-%UVV=
MM1V0R8A^83H+.K0Z%N1X35%OO_TH*:;D MZ\T>5::=OX-?\_2?,U5<13M*>&
M2SO?[D=R-0^R+[-ZV9*Q7YM[N+P:"OD@6^U=N2CJ)"OZC*8(45*GHZY=V'*4
M7;9/Y+HL^I2]/FNV*C353-.\;1(RZ*X54ZRUU/)=4M7-H=MG8T8^.H%TP>/UT_7T.K],BK53\9T(?5PT5/'?R>++K$^6
MD1/#(])0QX]E.7W;/#7+JQ[9O+X/MJ>;EN6B>I5.OJ;5FZ0Z[\'>8Q'!^]%/
MR]YW8V[LXVY,0QT'1)P>&IUIJ.1OS;?,DCSO=O6(JZ/@F(/TFHK;=?<]T.1OJG*'AZN
M%'Z$]"_]1#U.JN1+N3X(>N9*M&G64,?VZGI 3HD,).(5_=3\>2YCLT_S+#EO
MWOUQGDS6#6("&4)>O>1]FU2?RFJ>39>3A-ZLG_X5N %XG]YB-EMWW4YS7B"0
M ::UFA_6[0;IA'$$PJ"UEEU/R+4S^=!.3G,UK\IUIQHX'G:F7EIVK0#[WJO(
M((J X_43\J<.V5WWA,LLO>J3E! BN41#;7\.0@^FYV71UB#UX/2.AP)[S<1M
M'-M72?4UK7H5./@H<-!0QZJ]-NM12!]ZZ-BIGXR#9\''*-G53\U-6G0&$K%K/R*JUZZ>H'R$+1
M5]+;J*FWK,PW;L8[L6#UTU5;7@;[P,]?'/#V=
MA7V[F,[+7L6#7HA.4_HJ>IE6>1/<+,? K%D>$8#T:BOHDK;W/P-N^O2+]D::]-ZPH@0ZU5'>@*RR "/M17V>\MRU]5S1'JK9]:V9.AYA?-,
M^F8-D39#TJ/D:]KK&>J&88R[..UT[!+,EN'+[:]9.U';$P&R03DHVB-=.Y A
M'J L-%TW:=N-8O &[10]_7J=9T6O03P2]VSZR=BS[U\LL1>U$_$V,_M>5X:C
MI6_[_N.:R0TQ-J>^NIYFWQ[1ZL&?47N1'TP#KHKBNI'
M\ 4FRW)1^#(=('"(':RQO@_'0A=%.JFSR2T 7O=1'$28Z*Z?QA^;[ZAZ#0YQ
M/7 (O60\[09M]2TU#AQD>_.;A&O$
M_*9.U;:+9/\]*M'B04\U-YD<+#N?":+J)&KV;=!PD5 (5%UH)V7_V2+H_ZFC
MC/U'BP1(X=50QP'-LT,4G.HGY/TKM7XS"B*)(5S:ZGF<5//LXB(IKM<7M#EG
M@8&T$_21[)6#O(U7#B^OCY)UZ'HJ>V<>Q@W[*0MONX[\85*';33]TEP?]G,ODZ
M[Y7R$+BA46K>NV[S8S.NVVZF*)Z6BWK6#N$[7\S7#VQC&2"PU4O0L[1X5RZ*
M.LF*=OS!^EIZ(4(=W;3\W@FK2P-M]>S9C%#* (Q?-U$;KV@O2?H ?C>&BAJJ
MV']ZA8P\7-5HJ.309J\R#.$ ::CG_<[;W3\T\6E5)'G>IY3"=5'5IK&XRV%?
MG7>4#FIAMKR5@[Z:ZGN3.[A,\UVT61&S+,][W+J"$^JL[BU5&KAY?0^@4&-Y
MS]I?U,^7"ERSN
MH_'<$ ]7#<7\,$WSO,<81L=U$;]JJ&-[$_.E7+^N[5D<(E354,>?.REUQ<6=
M\[MV%;&4+GQ=W=2]2O/6$^J?K(^NS!IJV7BV [1T)#HZZ"GF,DSI+6B$(G\M
MY5SV84ZRH@\ABJ6+S:FCFD.3&9YYCH-H13=%R]?5]33MTX(#&$@[#=]F>=T:
M8%&M._['0_6$AC+>'Q!?SHIYGRZ]S]P(_1FTU;0='=._\[+K^L@TVU
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M>5)]R8IG>?JY?B$NZI(L.T_GUOOTRCHISY-B^;EY8ZP7EKRHO__T
M[L>WG[O]#=-L?I$GUR^LK&A_P_)U_$]R?O&R^#2_>-E^^3_:K[__\OYQ_ES^F^6R=?,I3:Y+F^44R;;V"7Y^()]W?YQ?)Y/;O-]__
MJ:RF:?5L4N9Y_+O\^M2Z;=?.E
M:']!79?G3QZ^7D<^CYH?>O/+Z_+B16,QJRB+U/JOUW'[?];M)[O?^)>?7?[T
MO_[\4NU'/IU,OGZIRF9KM6^]K%Y8_Y4LZO+EC=KA>\O'IAS;+I-+V_7'[\\1NMF(>KY6;UU--^^@C_>1Q!G[_4YZ'I-[9V
MT+P=6'M;UO:?AP&LO2UK1\\=G"1;L[;W/,9)LL6U'> DV:*U0YPD.$F,M';\
MW'=@[>UY@#BWL;:Y67OY]^K!WP%> %X8Z-,"W6?=^W[1_6)MSRHS20P;\YN)
M9MB8'ZP&$9:IU@:K :LQU=IFGB1L'IL(< %O3+4VUC;@#1!
M(GE3K8UV&VBW8:JUS3Q)V#PV$> "WIAJ[?&M;<6)6Z?[;P]>_WYT8!T>'O;B
M!\ _ZSPI_GQA,CQQPQU]^Q4N2CFC5VKWI1._5>5\;NV=-V^RMI+:^CC+)C,EOAD"
M502JW*R-,%._YPW"S'$[V@@S$6:.U_P(,W<;O(SQ[E%7:R.+ 5D,6SWX%FTI2G[>3E/K?(S@ KSPP] !4#%5!\80&7WG@6 
MRFC-#Z "H&+ DUV+4&1>YMG4^B_1_6_W*W_WL2B
MZXCQ9SIEA@:>^]B1/^MYG%99.;6>)K\ "FC_, ,4 !30Y4D$*&"6GCOW+(ZK
M\B*MZFL5\_# %%2K]Y\TJ91L.] (T B#]\U)FB?UP%AJ0/+'X_$/)_'TW2J/
MQ#K\S:W37GFUR/+VQ5M)H6+# !XIKZ]>?)JG?RS21C6<=Z;Y"H_BAY'9G_]R61QONCO7P, ;@4 JE._>TG3=%)629V5Q8O&"&EU!PJ_
MDZ:CT1ZK FXEQ)P])#\\OJB8*/D\+).09)FU=6MTC
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MHLEC&.I-6=764:JB"1@(% C4>,T/ @4"-5[S(P@$@1JS^4&@LV>?/V62\4P'6,W3X
MF$9/FE]XU>RP7Y\L_]N94\:1O#OES$=*]/:+ QK[@0D1GQ36G2[/%)P7/.(X
MZO7NV)X;4RUX#J$ N0$]VPL<*@MR(#G4%@QMS_-H#,AC#R\_=3-[4><=S2.Z
M5&M.5]JQ('()>, 2Q?;T;-?SL3[)'%;/CJ2[RI[ &0QQAB.E;QUEQ5593JV]
MR[18('&&09P"H@&BH97]X@A$0\N3 D1#P7KW0J)@-?_4B ;&P2A-RB1P
M8:SY>7 /8\T/;(+\_/&:GP=%,=C\'!B,L>;'X8/RB/&:GP
M'=N/R!8\AXB _, 0MNL371/S #K4%GSJV8$?_V+^WE6F2?%X6!4:\[(=D*B5&6LSOJE:PMG9:X74 8+E-$[F>8XJ9+SQ1QT@P]5
M- E9&&M^'L3#6/,#F. Z>[SFYT%/##8_!_1BK/EQ^"";8+SFYP&(C#4_5C]R
M:<8,H'[(I?&M@V1>6^^R:9X4:$[#YX(6)*&KF 'C7#!&D;-&E"V
M ]:P._M).W1&%:906S"TX]5^"E##WZ0T2]L+5C8(!&KXNR7H4^78\]C#:D,/
MPAV-2*[9W[$M4%%#2&X".PZ)SDNLS\8%"NTP6MD=':2!(6GP FF]JKLT>!,QCBC, 7P!F<@A3@#.)P
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MYN>!4PPV/P<68ZSY4I8G>UD
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MRZS[' %X07.EZ,/C",U!-L,+9)T9.. %1B<%JG94X"#;\5"ULUD6NDP2=YR22(8:SY>3 08\T/A(*L^?&:GP=/,=C\
M'&",L>;'X8.BA?&:GP)P42,Q2L=]_V5L\Z-(F?*"CC#R*R
M3DEC)!J![5+UC>&QA]5&.(0[&@%C$U4$M@B)$@H -.J7GK0]JMQ7K,\N,=!S
MT?9$#Z#1JU9HA0?\_-@)0:;
MGP-H,=;\.'S0U&&\YN=!@8PU/U8_6IIP9DR;7JK^W%KWP2WKJT75?.V7NBRL
M_7:,T#7 $Y\M"/#$P/P 3P!/XS4_8C^ IS&;'^ )A\]8S8_0&^!IO.;'Z@=X
M GCJ,=/I#D6!0?'9C6!0#,P/!@4&-5[S(PP$@QJS^<&@U7@2'AR'_+RU?6_E0!*3-K#B^2X^T=.+
M1V2INI=T'!)U#^3!251WL@I<=+(BG-SFK.ZS!H[!D&/XX!BL A-P#"5Q."92
M@V.8>%R 8RA8[WZ ML<;<8R0ZKP=)\=HO/$08YP(MS,1%$*DV';D%CZ1.<$Q
M6G,&#B@;X7 /8\T/
M;(*T_/&:GP=%,=C\'!B,L>;'X8.JB/&:GPL:7B">*VYQ(-O.9!2E076>FR 9#$F&@ZP,AJ$)
M2 8J3/2S'[(R-#TN0#)4E$C0!>(JPD(P[0*V.C- +TRM!O,R-6;$-OUT.O#,JN0E2M1[ ZZY>Q7.FF@F0P)!G2
M.OB63A9U=@F0P28R >H 9&AY7 !D*%COD2#R+L<),ES;$60D:(P@(XZ(CEL>VU=M=$.VF1$J
M=N,VZ,IT.9R-JLU)UK\-J[-KS^2N/#F!,ABBC'9Z"6 &N^@$,$-)5@%9S^TQ
MP@QD96A[7 !FJ(!W'F#&9E>W =G\ES'"C) J_N:Q?17??%/-M46XV&YMC"\A
MQKY8G80PPUV=@@68P1)F(#.#870"F &8H:'] #/T/"X ,U2D%M!52'!PV.E=
M]$ 0W3>.$V9X#C(S"#$290T!9G29&4!ME###6A8L8>C9%G2"KS\=B^BH,U2S84 TVOZ?CH=2$]*6&2L[
MD/Q -)9_33[EZ7>O:9I=WO_L8QY?ZXX]NWEK15F=)_FZ/I\4]YV^51Y?]Y5W
M[^B!A_?]U5^L>K6#7MI?_/A;*RU?=?-]OSZ1-Y[H7[N?0U[8HZ]L?0]9?G?>
M!QJ-E\0;O%JU+[;93 ]/*BG$?W_7I=MXUB3-\YN8Z]_/"72[,LS[F'(=Q0>LG@9.T;L_[=ZB@O
MT^IS7EZ]L&;9=)K>7RX__OB-5@P0Y!;T>6CZD1!$4ZS-@S>:8FTSZ:2NUN8!
M)TRQ-@\4:8ZU.7!+4ZR-DV2;UHZ?^QZLO3T/$.?V5MF&S^YEW-+Y+&_MZ3%5*(Y\+ !\4]*29I6PBNM";P:OE:/Y7Y
M]+$BP7=[^_]ZMK]W=&B='.P=G?W'VO]PY"C*>/
MM1'C(<;C9VW$>(CQF.JCT7/XNY<;W7FYC9WAXF[=Q6T=6^O@]&SO[, Z?/_O
MYJ-W!^_/3JV]]Z^MO?W]W]_]?M1\ZK7U^N#XY&#_L'-]E>PX. -P!KA9&\X 
MG &F^FCD# #X:FQ^ -\= %^XPKMPA5^GD_3\4UI9KK0M1T@?A)??=@+AU/VLCUD.LQU0?-L]AQ'J(]<9K
M?K3;0)&\J=9&NPVTVS#5VF:>)&P>FX W@#>F6GM\\$9QXM;I_MN#U[\?'5B'
MAX>]^ 'PSSI/BHV'= ,7::6GWD]^X"+@HO&:WTQX*.6,
M7JG=ET[\5I7SN;5WWKS)VDIJZ^,LF\R4^&8(5!&HC[(8052T0BI["=5E:73
MEJ;LY^4\MQ8 *J,U/X *@(H!3W8M0I%YF6=3
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M3?,A?:J28I*JR*DBH]B,TDL#VG/RCK)U6Q7
MG, [TO1U>E&EDZS[G/7T4[]D9>!@)'2"[X+OPOQ L7J8WTQDJJNU$3KKEU@)
M\Z-1UBC,C\-GUTE:8V=L& @V6O,#6:%&F#-2VI0W/DPGE8X?6._+JIY9^[-%
M-9E9IW65IFI2G49/EVBU^_#YEEPHVC6G-Z
MMI2";'6.?JM+.PA7GIP@&@R)1N2)&Z!QE!9EGC2_)%%36 Z< 9RAN7O8A.,^
M< 9PAH''!7"&BGC)OX(QV:T>!
M!,Z@HT,R)B+GP!DMSG"BE0\>X R6.,,#SN 8GP!G &=H:#_@##V/"^ ,%?&X
M"YRQD5<92K+TEC'B#(?JN.6Q?15'X!Y1_ V(,095. )S1FM/QZ5;GZ+=Z
MO#H1"S"#(6X"9C"$
M&8YU=E7.R_/4>EUEERDPAOYQ"3"&SF'X:#$&T%R 92JI+T/MS(X.D:2X5-E\//8OHHOO5VB
MQBT@&2VD] *0#$)S!E2>%4A&URQC=;$.2 9'DB%!,KB%)B 9.D?BXR09R,G0
M]K@ R5"PWB.JU/YQD@S7=D*T_=SDO,44$PTW,TA&N[5]*LH+DM%.,7&I*G5 
M,EJ2X8J5*2X@&0Q)AH><#':A"4B&$I)!Y%F/DV0@)T/;XP(D0T4D297"-4Z2
MX=AN3)0S/4Z2(0/D9- %WZ@NH=S:/IIDD-;A^9C'2D@R9+32G" 9'$D&VU=M>$.V
MF4$RNG*(D A2@F0LL]=074+9)T-B%*N)),-'3@:[T 0D WTR-+0?7KVP9METFMX7],>7L]+M[;[X3E=0#!5A22_!'FHQ$BIA
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MB17W'"'\YN>!4OJ:7U]K<\ N
MQBYVG#6[SB5@P'B,-3\/)&2L^7D0)(;F!W :Y ?1WIEZUJMT\C6MK#=)==[\
MA@28 =:CMYPE;4*U 'K$2^16L'0BR
M\4T5GNV$Q)-LN/!+52/$K-]C+\B
MM*=GAS%=[M3HMWM@ASX&>7,@!0%( 4@!2 %( 4C!#M>?:T=4XS=Y1!OD*Q"D
M8,,EZ-N^1Y3M/E)2$-I"!" %&X_.]5>'#B %ZYHSMOV(R)P !V\%=R+( "%C4L/S3G$-(ZR.9I,2NOT@JM.0 7Q@L7T)ICL]8<1%6C/. "
MHY,"K3E4H RJHG,>( /+?=S8Q)%VY!,]('D<&(HC*JKC _2$=G$"G[2+TQ8A
MW?H<_6:7GBV"E5>7X"8G9)F.X"?@)QJ=%. GT O AK%>
M8P0V,K"CF"B&XW%"J;X"=ZE2UX!LNI#8IUJ>0#:TVQW(IDW(\E;G68+8L"0V
M/H@-2S\1Q(:Z'(2HUG>95HL5 2^0!1 %#K[>T@J0<>/G:X_8?LQ.GYLU"<@1L>/S7JT
MN9*HDGVVPN$S5O,#0@%"C=?\@%" 4".%4(\4;?Z0*)54C7WFS0NQCO/DS\22
MP$XJ-B"Z_A JI:#K#UF[?0Z(B=Y^,5%G 3 BXI,"$XP4K'?7CAVB X,'%J(V
MH"]M(Y"FVR5G4\-K'J$49D6YH';%'<;"BB&[G#@YXH[C;D-.N3
MKFTVMGMLR]4^/_B&>7S# =_0/VH!WZ".SXE:U8%O@&]H=5* ;ZA8[Z$=^$3!
MY3@!AQ32]CVR0V.4A,.W'0^$@VY).G;DH9\RG3U=:0>"J%<_&$?;>-ZS/:HS
M$Y"C?NE'MA=A_-(((8<+R*%_Z +( 2@PW"CW_& '&.%'-X>*(?^L0LH!_6 
M95 .+>P'R@'*H?]ZE[9#Y6V.$W+X@2WI+#A&QB$]NA"2QR96/A<;>1R$I2K"
M#JGRC$ X&GM*.XYB  ZR4I5F?88K?58 #O, AP^^H7_4 KY!'9^3I52.E&\0
MV8\'WR"WGPSMT"5*A.$1K5";,+ =2984P,&?IL],$780D6WC,3('/[#=@&@1
M\MC%BF]9[5 0QU':H-#^I0OXP".Q(AJ -W
MZO!(Q"J%M&[F(Y_659K6P S #)HKI:#8 9AA,\Q ECK/ 3,P.BF01J%@O7N^
M[;MDB4,<_'7R$R.4MANB(\8FB] .J7I4\MC%:D,C$9!$4H0D%F0 V:AMN!31]I"
M^+^8OWM5M_&DV\L\D(?BS R_V=E$/5AX, S%J5B1'5*50_& $HI3L6P9KER>
M@ Q;@0R]"-&*L+7[XA\P$K ""Z1G$BPPUOP\6(.QYN>!*HPU/X](R5CS\X D
M!IN? V$QUOPX?'9]E<^ ZAAK?AX0R%CS\V!&#,T/QL0BD>7G6JH'J1'OTFJ2
M5M9^8X+Z&M")S_8#=&)@?D G0*?QFA]Q'Z#3F,T/Z(3#9ZSF!W0"=!JO^0&=
M )T G7HT\'G;OHZZ+*RS\JJ8S[(+H"@^FQ(HBH'Y@:* HL9K?D2#0%%C-C]0
M%*M4?1Q7NP[? :\ KT9J?L KP*LQPZN'9,JU]O;VK-=5=JEB1!.8%'6K'PS3
MHAVF%4GT^MEHF-;*28L 2#LY*3!,2\5Z]\AF6W.( &Q@QQ$-Q'S';=5::$P2#(<&0
M0EAORRK[LRRL_;1]&=:KL'K,.K,$0:SCWL ;2,YC$)D 92D)QY&@ 99AX7 !E
M &7H9CZW\2C)W6]F,BS :4T9HS]NA6Y^BW
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M^/&W5EJ^ZN;[?GTB;^[!_IK!#'EAC[ZR]>_GY/X-6J?;'-9GIX
MD$DA_ON[+MW&LR9IGM\<'+\^$4^ZO\\ODLGMWV^^_^: :DZ?/+F8IR]N/WBY
M_,&-W<7SYH>_7)IE>0P^/"@ :@%JQZ8/N"QC:YN)876U-J@K6(FIU@9U!74U
MU=HX20!93;4V("L@*S]K_P!9 5X 7KCHP^:RTTP2P\;\9J(9-N8'JT&$9:JU
MP6K :DRUMIDG"9O')N -X(VIU@:\ ;SA(@;@S;B?PX W@#AJ^5H_E?GTL19%[_;V__5L?^_HT#HYV#LZ
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M;829"#/':WZ$F;L-7L9X]ZBKM9'%@"R&K1[\BF/Q_7)>SP@ J!BJ@\,H+)[SP) 9;3F!U !4#'@R:Y%*#(O
M\VQJ_9?H_K?[E;_[6.2PR.HLR:WAH26@P(ZA0'+1=<3X,YTR0P//?>S(G_4\
M3JNLG%I/DU\ !;1_F $*  KH\B0"%#!+3[W#(D !U8[ ?]*D4K)O@!. $PS>
M-R=IGM0#@Z$!V1N/!S"F>8K/-HJ8V3VYWT @K>!MYFT7?8FD\7YHK]_#8*W%8*G3OWN
M)4W325DE=586+QHCI-4=Z3NNRHNTJJ^MHW+2?0& GVG."(#?[K97ZZ6HGZ=[DCT56*>%48(R[D_6@:#RD3U523%(5^31F%I#QD/9(%20S,4;D(>GA
M^475.%7G:8'L-\.DK4NK>\3.,T7Q"(YBXXYB,WL3\Y!4\5%L)HGE(>U962>Y
MFNV*$WA'FKY.+ZITDG6?LYY^ZI>L#!RL_FYEA?I(T 2OA?G5F1]H%6F6^CX<
MT-:*L;7-!(;Z6MM$AJ>KM:@U9K,X75=2^5(<
M#D?%]@QM&0=DZW/TF]VSA1.M,B>XA 9#B0/9F&L^7D@#V/-#V*"_/?QFI\'0#'8_!SPB['FQ^&SZP(%!L#'6//S
M $3&FI\'4&)H?B H%@CJ(5^2PK7VDZI(OV2IM=\-)05ITO]Z'(DTQ(DT$1)I
M-K(?518JL! 2:?1?[X[M!TBEV<" H1T%*Q.M36(Y]+E(KB!Z9/'8PFIOV DW
M- ^ZHK@N1=HR=)!/0V9/UPY=HO.2!_]0:T_?]H*5-;K@&0QYAF,=%M/T(FW^
M*":I]3&Y!L[0/T@!SJ#&&41%R^/$&8Z@REX%S@#.T'^]RR:81,N2C7"&0U7:
M,DZ<\=2S11C_8O[651O7A((HZ ;$:!%;2-7[!0RCK0GR5I>Q &&LWTIGY0,'
M (,AP' !,!B&)0 8U "#K!IWC !#QC$:F^AY4@!@* $8A N>@ZNNX,+6C8D:
M,XZ38'BV2]6,B\<>5AS>T.UHL(S&G#Y@!G'CU3"@8VVCW^Z-.=V5Y@3/8,@S
MI!#6A\NTRLOR*PI,V(0I !K40(,H?0]  T!#JY,"0$-)@8D;DM5'<'#7R0TH
M[= GBL?'"31<.Z JB>"QAU57F)#M: "-QIR^[3E$.6L &HT]FP@\1H4):064
MMS*)&$2#(='PK7\GBR\SS,-E$Z( 9E###,S#W0QF$%W% &8 9NB_W@,?N1F;
M=/^W([KJG#&2#,>.J>YJ>6Q@M:$-V78&QVA\ 8_;??$/O5U!,8AC$TR7&:WY>9 -8\T/,((!#^,U/P].
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MWJ3SL8-!3OIM9AY<1743Z5B2S9'@<#:JGO#M8R0UY$8_?-IFA]3
M%J ;?(BB29! QXC['F
MY\&'C#4_#Y[$T/S@3RSXTP]Y-*YKG5(G\]DQ(S-W2\Z1 'HV"]>[;OD9SPP#.*[1G8KB#RB'GP%L799=[*9"C0$X[TQ ,]8>C@@)Y05]%(
MT)--Z(D(0$^T/"D0"JFH0K*%@[GEFV37Q[841$D>U1%M86<&@8WY>\6>9T]>]/]*F36:->?E@=6
M4E"7M/*: EP(F37&K'<[CE&7M,F!Z]J^BQ:_&[6J#*A2DWCL8>5]::EV- ^^
MHCASP;>E2U2JS .8*+9G9$O"S*_1;_<@0IM?,WG&95I=)?5D9NV7Y^=E,0?3
MT#]& =-0PS3('L!@&F :&IT78!H*UKMGRP!3BS;ST>,03&,#"X8.:H5TW,\@
M&JT[98>"R"$ T6C<*]>.0CKB-OKM'@AT'&>9,6\L5L)V,$G
M7\HD=F&L^7F@#V/-#W*"1/WQFI\'1C'8_!P8C+'FQ^&SZSH)!LS'6//S0$3&
MFI\'46)H?C H%@SJ(6#RA;#VRSQ/OZ3-ST^FUD$RKZVGDU_ F_2_+$<37HPP
MTLI^<82T&BU/"J35*%CO@21+">$0$=!GX=F!0]:UFP/0H<\#B5RDU>BWGWD 
M%L5)(+[MK>34?RW+ZJ\FDA:[Y*LP$AK-G?DR*;!2&N][$4^+HE8Q/@C8"=AIO.8'=@)V&J_Y
M$?D!.XW9_,!..'S&:GY@)V"G\9H?V G8"=BI1[>@-U6:SIJO!H'BLQ=!H!B8
M'P0*!&J\YD<0" (U9O.#0+'*T<=QM>NH'S K,:,[-Z"*0E9+>AMQ"A4O2]<2*B1A<\"!1YHPLAB/HR "&AMY#^ZSV.R?KB
M<(@"R!MEV(%$8Z$-#/@T"KQ?S-^V:MN+A,[*WB(FD13%O6]LX9(-.^5P)JHV
M9^C3#8\;_5:7MA.X:"1D(+EP02YXQ2,@%^B*K)']0"ZT/2E +E2<%[;GK/2$
MP"[^VH"!+3RB$W>D["(.8["+C;>Q +V@,R=FBQ.?D5Y$UZ<;F]V.Q$I<#GK!
MD%YXH!>\8A+0"^KHVP&] +TP\*0 O5!"+^* +/CFX*=3&S"R(X=L*-8HZ85K
M2Q&"7VR.(07=_?;H^45@.R'1M@:_J%^&=A!ACA/A9O=7XR#P"X;\0@IA?5I 5,<$BM$6/7@.LC (ST@G1@T));+T5EY6@F*PH!B]
M.[:^+?/S:9H#;?!I1&,2KS#6_#QPA['F!RU!P];QFI\'.C'8_!S B['FQ^&S
MZP:4#("/L>;G 8B,-3\/H,30_ !0+ #4#^U77>M=DA76:5VE:0W(I/^M./)G
MB/-GZ-)7.0 EY,]H9K_(]JFZ.O"(J^CO;ETW0$;+)D=@LP3)@#']AG$E(PUOP\B(2QYN-ELYBK5U!(>>UAQAH;M^71=/QF0#\7F=&P1DW7%
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MUOP\8(:QYN<111EK?AXMW*_ V:P@!F]LVD^)GENG957Q7R6
M78!W\*&+)D$,8\W/@X$8:WX@%%QKC]?\/'B*P>;G &.,-3\.GUUG%3 @/\::
MGPU@*\\GRAL"SFC-&5,UAP+.:.F0YP)G&(HS
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MLF(-7J_;%-IOIX4DEA?CO[[IT
M&\^:I'E^$W7]^D0\Z?X^OT@FMW^_^?Z;$Z@Y0_+D8IZ^N/W@Y?('-W87SYL?
M_G)IEN4Y]S"(&XHM&9RL?:/6OUL=O89(;;!B "&WH ]&6S.V-@_B:(JUS>23
MNEJ;!YPPQ=H\8*0YUN9 +DVQ-DZ2;5H[?NX;F,:AJ[5Y8%)3K(VU36-MJGPQ
M'.L +SJG!3^YX4D[2M %=:%7BU
M?*V?RGSZ6)G@N[W]?SW;WSLZM$X.]H[._F/M?S@Y_G"R=W;XX?W?I6TCQM-T
M=\$/UL?:B/&PMOE9&S$>8CRF^FCT'/[NY49W7FYC9[BX6W=Q6\?6.C@]VSL[
ML [?_[OYZ-W!^[-3:^_]:VMO?__W=[\?-9]Z;;T^.#XYV#_L7%\E.P[. )P!
M;M:&,P!G@*D^&CD# +X:FQ_ =P? %Z[P+ESAU^DD/?^45I8K;=
MX/CJ8VT$=5C;_*R-H Y!'5-]V#R'$=0AJ#/9_ CJ=AC4M5_\(JN;5S!Y+,Q[
M.FW;WU7SYJ=8]:Q>,V/=ALHDC?5VFBW@78;IEK;S).$S6,3 2[@C:G6'M_:5IRX=;K_]N#U
M[T<'UN'A82]^ /RSSI-BX^GE$[]5Y7QN[9TW;[*VDMKZ.,LF,R6^&0)5!*K#W)8@50T0BK[
M255EZ;2E*?MY.4^M\C. "O/##T %0,54'QA 9?>>!8#*:,T/H *@8L"378M0
M9%[FV=3Z+]'];_QR&&1U5F26\-#2T"!'4.!Y*+KB/%G.F6&!I[[V)$_
MZWF<5EDYM9XFOP *:/\P Q0 %-#E200H8):>>H=%@ *J'8'_I$FE9-\ )P G
M&+QO3M(\J0<&0P.R-QX/8#B)I^]6>218X6]NG?;*JT66MR_>2@H5&P;T1WF!
M].+3//UCD3:JX;PSS5=XE!^,S/Z\#T#PMIWO%_;6UFF[[$TFB_-%?_\:!&\K
M!$^=^MU+FJ:3LDKJK"Q>-$9(JSO2=UR5%VE57UM'Y:3[ @ _TYP1 +_=;:_6
M2U'AX(,%[D[3O$B?JJ28I"KR:Q6:26![2GI5U
MDF.[&J7IZ_2B2B=9]SGKZ:=^RKO5E:HCP1-\%J87YWY@5:19JGOPP%M
MK1A;VTQ@J*^U361XNEK;S).$S6/3S(A:5VN;R:1TM3;6-JIQ1Y3+]S!Q4[J.
ML#Y>3[Z6GS];>Y=IL4B!?'0$L@]E^_#YT:1:8TH[D$1;
MFP<*46W.R"7:ZEB=]K_G!F+#Z330_&!-3QM1^\8NL
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M;*DX/LR)K#":G6GJZPI8_B-<**U'AUM158!D.6$8!E,(M0P#+ ,C2R
M'UB&MB<%6(:"]>[9GB1;\!P\=?(#-[3#&.U--JL-"HB*+WCL8=6]#\AV-&+%
MQB&0MJ2:P026T7:@M/T0M4&$+,-Q41MD(LL(P3*812A@&=0LPP'+V*C-"9%?
M#98!EL%@O=NQ2W1@C)-E.*$=1F1'QAA91F [5&OXQV8Y&K%B_=#U;
M1$2L$BRCL6=@"TFTW;$^N[XQ88R^K2;"C @P@UF( IA!#3,P=@8PP\23 C!#
M"P!\SX&^?5-? &5R"%. ,:IQ!%(Z/%F>0=?,#S@#.T'V]-\$X53+7.'%&
M3%<#/DZ:\=2U/=?YQ?RMJSHE@ZP> D%B6_T44640@&'4+T,[=M'UDW!HMEQ=
MW B"P9!@^" 8W.(2$ P0#(WL!X*A[4D!@J&&8 1HE;$1P7 ]LA2ND1*,, Y 
M,#9=AU1C8! AMOS"]<$O"/F%*X@P.59GQR_$RGHG\ N&_"( O^ 6E8!?@%]H
M9#_P"VU/"O +)?S"B8AJO\?)+]JK6G3ZW(1?!*X$O=B47L2XWR;N$+Y 91MO(-5IH3]((AO7"LU]7U-"VLC\DUT(7^ 0G0!75C2B(G9ISH HT]
MM3TI@"X4K/K@%=,$07GO5;4J>S),^1><$E* &^H,Z\('I0C!-?.,WS
M!OA"RY,"^$+!>H]LST?ER":=Z5P[=LAR5\;(,#Q;4+7VX[&'U08WA#L:L6*S
MOT,[CE!%0K?; ]MSD8A!.63563W6"3B#(%M5\NJAHP0_\0!3"#
M.I< 923(Q3#QI #,4%)&$H=D71PXN.KDP8YC"ZH:[['"#,\EBA9Y[&'E:>94
M.QK!8K._F^";JL\-8$9CS\CV)& ;Y52GP$533Q-AA@Q*(G"K'=)Q$PQ&"[+8:1 -$0_OU;CM4HYG'231BV_=18;))'C\5
M#^*Q@57W_',QQ9)R<\<1D3E!,QKGM%F>'CJX$'9PD7+EX0F8P1!F!$)8QTDU
MSRXNDN(:,(-)B *8 9BAE?UB=/G4\Z0 S%"2GN'XF+.Z22QN^W0GQAAAAFM+
M*G[,8PNKSLX@V]"(%]O*G2!&QT]*.H1I.I29;8&[,G4(-(,AS9#6Z75^F:#C
M)Y/@!!B#NF4&4?WV:#$&JDST/"F ,91@C ##2C:Z!6]SW5T[7&U/H R&*,.]AS(LL S]
M(Q2P#+3_U,A^CI!$":5@&6 9^J_W-J. K#R"@Z=.?RL64HW@X($R<&+P.C$4
M3_F@.S\0F9*>)@ GC3JG3N/Y:GKZ?R(SD1G-3 -0TSC(^-$W[T*2H.,
M$]WMAXP334\*Q%Q*,DYD $JS"=;U;8+X#D?O<0 ;@9-C\S^3, 3R.L_&]3AS8G@WF
MU8*1VC$WM.BE*#O>3W](RG;LQ(Y$JEKL:EX+;,9)'$NZJKM8]>OJ*K*0BH.'
M5%YQXJ(3"&EG%2=$*Q 3448$E,$J00'*H$891#> @3* ,K3R%$ 92O)(AVJ:
MXDA11E@K2-82=HPHH\Z]J;I&\MC#JGN:DNUHI(JUG)'MAF0UO!P\I/K+,YB'
M3.@]A1VM/HP RF"(,ES'^IC6+WZ9U2_P1['(Y65:HK$I@U0%4 .W:#32SW4<
MLNO]'* &N7Z>358AQ"-%H2^D#J@*?T>*&>HTQ"ZP,A3H&1"28\.X6$&[(;5X0'ZC>IQ78'''E;=-8-L1R-G7-Y6
M<-$V@PZY^;:'R2F47+VTSK+I5-ZWZ/=O9V4(
MW'[S-[L"9JA(43H9[*$M1D(HC)6?!^ P5G[PD4'EYY$I&2L_#UABL/P<2$M7
M^755VTQ?HZO:/))B4]3F@71,41MKFT9MX" 6!2Y7RT_RJ_S*KZ_4T>XU G155!/?'8B^!,#^<&?P)_&*S]20/"G,@B&A+4KFQ=O*I3*"H!(Q8-;13N>
MW][D\JL"<_$ 2O0]>1+TY-%"/R =].31?[V[$:8E;=0?-Z8: L*#PI!WZ*!J
MB<]C^ZJ>24,D)H]$4O5X:T\0;6T>%$2UG &FA=/)N<8H$5 ,AA3#!<5@EI: 
M8BC)PC&'60O]0#% ,3BL=Z(A-3PH!I;[N*&):_L149=8'OY"<5=3*N^!Q)1T
M;0*;-'*&88352>72;&RBC>N7;0819882/'F?UZ@3*8(@R7 EP 90!E:.4N@#)4H P!E+%1MB,Q-\*HC("'MM7,G==LCR<0[".Y3YN;B)L;W7\;Y*_4)Q.47D/
MY*:D:Q/DI+VV%N$N"YFILP,E*1@IPPA&<8, LN] 0X$1)XD]6
M[SE2<(*K,WJZ"X 3)>"$;#XJAU@=RWWLX,2-B9Z///R%:G""41ND:Q.#8"C!
M"9J.$(*3U5=$ 4XX@A/,@6$7&@*< )QHJ!_ B9[N N!$"3@AZ_W)(5;'<@/@+U>"$"+LB-04X40!.B(9E8W4"G)@*3I(DL8ZR2UE>9O4KO"[K+\%.
M](\.E^P$V 2M6C71#]A$4T\!;*)@O?M46Q@U;FB<'#(3B9G; NT:Z63,[%=JLV.U=ETO_7"KBQC^=OT4R[O(J=I=GG_
M;Q^+^IJ0[->;CS8KRO,T7S?N$\[]P&]5U-=^Y[=/]"#*NWOW%ZO>;:^W]L2/
MOU5I^:[K?_?[,W$3C3X=@O9Y8X^^L_6C9'$7P/<4C9>)-WBW:M]LO9D>>BKA
M./]]9Y=VXUD3F>=?OSYQG[>_G%^GD]OOEC^X
MUMUY4?_P5TM9EG[N81H';KG6UBLN97F:%UFJ U/LDVU>9 F4]3F
M@4E-41MKFT9M%(P!O#"U3Z>"#I"8T_U4Y-/'+@J^V]G]^Z^[.P?[UM'>SL')7];NX=&'PZ.=
MD_W#]S\KVT:.I^GN0ARLC]K(\;"V^:F-' \Y'E/[:/0[/P_JOWIMO=[[<+2W
MN]^&ODIV'((!! /]@\EB:]WS:M+\KY_5/L:JS8C%/9]/Y+\CU^.TRQ,/ZJ(U<#VN;G]K(
M]9#K,;4/F^N.5'^TV<$G>5+71;@/M-DQ5VTQ/PN:QB007\,94M<>W
MMA47;AWOOMU[_>?!GK6_O]^)'P#_K/.DV'@\-W"15O;4^\D/7 1<-%[YS<1%
M@SU,^A=N>*-OO\+%4N[H+37\U8F_E<5\;NV,.M)%F(LT#)KD4J,B_R;&K]E]/^;_B5/WPNLC_+JBS-K?ZI):# P% @O6@[8OQ'
M3IFA@1>J=%@ *J X&_
M9%HJV3? "< )!N^;(YFG5<]DJ$?UQN,)#"?CZ;M5'DE6^,NMTU[Y8Y'ES9NW
MTIF*#0/ZH_R"].+37/Y[(6NKP=^9%BL\R@]&IC]O!PC>-OA^8:^V3MME9S)9
MG"^ZQ]<@>%LA>.JLW[ZEJ9P495IEQ>QE+8(LOY&^#V5Q(9*423@7&.)Q9]V9UA/2I3&<3J:*>QLP+
M9#Q,>Z *DIF8(_(PZ?[Y15D'5>=RANHWPTQ;%5;[B)UGBO(1N&+C7#$ DK&N
MV$P2R\.T)T65YA;VJU%&?2TO2CG)VK^SGG_J5JT,'JS^<&6%]5&A"6 +^=7)
M#[:*.DM]'P[H:\58;3.)H;YJFPCQ=%7;3$_"YK%I9D:MJ]IF0BE=U<;:QG5<
M%//=W1PHSF4YEY6UVXQVN ;_,>U1#OX#_C->^GDT1OWZ?Q+<^'^*)M^
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MQT(@JK=\B, >? BF3V(6Q\O- 
M'\;*#W*"0OSQRL\#HQ@L/P<(8ZS\9CH?7=7FD44;N]AY,"%CYD;_
M]>[99-<&>6 ?<..-Y$KB_
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M5WZL?O"I,?.IA_!).([U,@.1S4WF0(W(]8MM-R(:G&QF)F5N=R60(F[VXH"6R#U49,<.T;AB'AY*<9L2
M.W9=='TADS.PDXBLO2,'AZQ83\+MCO79)-EVLKJU/_@)"W[2O;ZG3&>GM6H@
M*WQ8IDFXQ%CY>= 68^7G 6N,E9]''F6L_  W*/$9K_QF.A]=U>:10QN[V'D@
M(6/EQ^I'PHUV%P)HEZ'>)Z$ZIJ"1X$"?4Z
MH_$4F.6E8+V[P:@F>6&Y\X)$],4ED4LT9YJ'OU \\HK*>_#(8U47/I&M31Y4
M1K6<240D)U9G]2IR5L;%8"8,F8D0@";L8D- $^I+3D05G8 F@"9:>0I $P7K
MW8\ 34:YW,<)30+;3X@6/ ]_H3:3(O,>2$M)UR:@22-G$F)UTFUU._2!38S$
M)BZP";OH$-B$..T/(V"3C; )D7[ )KSR2!YI$/5ZCV.RY6S[,#GZB1
MPS@YAJ@%'%4K*;7)#=EV1J;8)-Y.0M3U!ARCY1A436^P.JM7KAV$(3B&B1S#
M!\=@EYV 8U#?F4'YQR9/!\0860:NLFCK*< R5+"[.A5?>;)C$LO @A\W.G&%'89@)SHZ
M$&2GM,L3\*36T[<=!Y4@=/&QL)/5XX^ 3SCBDP#XA%V,"'R"4A"-]',=AZB*
M%?B$5S;)(Q=2<*7 '54O$/I2$!&3\: &10MS0EB@O'
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MJKYQ% FTIR"\<>13W8?C 4E4MYX5:(Q,>N-(K"R4 \1@ 3$ZU\X< 3@^7G0%Z,E1_.!V4$XY6?!Q\R5GZL
M?A31C)D_/81+']+RBW7\[T5:XE86@T/Q=XN\RGY]T[X4BFC(>L\*].[=3+]1
MC7$FUR^R X>H/Q^/U(K^;KE#)2 /,D,NH&.'5"TB>< 5\DT<$-55\=C!JGM%
MD.UG'NF>8CD=.W'1&89.3Y].3ZS/IBI5^"L[[0 O; 4O=&)#*Q+8]IN_ T@ 
M#"Q@GDF\P%CY>> &8^7G02N,E9]'HF2L_#Q B<'R2;*Q
MBYT'\S%6?JQ^5*QP1DKT-Z8>]A;>^VC]=7CT=^ E/CL/>(F!_,!+P$OCE=_,
M#(^-_,!+P$OCE=],YZ.KVDBP@9?&*S]6/_ 2\-+3>*E^H;^*\HNUV_0:1A\>
M1AL0E(F!_*!,H$SCE=_,1(^-_*!,H$R,Y%\1SJJOMS?37>FZ/9"9@TN-5WZL
M?G I<*F.0]8;4@5$Q6.7'Z@=P&C-P>DB3A!M8?Y1%.K6.JU+*"E1)Q8:CM1FFJU-/5R?J0LF#
M()'W]7,<3%?7TU-@NKJ"]1XXMDB(6LGSP#[T'B.R'6?EJ%N3T VUA,_]V':\
M! /6-YVY[-FQBPGK=,%4%-B>&Z +-9VO3&P1$ VMQPJM=WQDQP'&K.L!,WC5
MQ8)DH#YFO/+SH!O&R@\X@B/J\5 ?
M8^7'ZD=]#&>DI+A1T$J+7+T'+(#W=
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MK3^*12XOTQ),@T&2 J:A(BX)H% =H
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M7OEAPMD3M7H,0KZN&?;/5D=Q*XMK6\"3;-.3(":!)S%2
M[>2%PX"+F:)V +^]5;]M8O'-]M4FJG$#> %XT;KT!"1FQ/*;B&;8R ]6@PS+
M5+7!:L!J3%7;3$_"YK$)> -X8ZK:@#> -UR, 7@S[N*B6QNK2N]P7BU?*^?BGSZV)7&=SN[?_]U=^=@WSK:VSDX
M^\WL[O[Y[L^#
M^J]>6Z_W/ASM[>ZWH:^"R!?! ((!?FHC&$ PP-0^&@4# +Y:RP_@NW7@BU!X
MB%#XM9S(\T^RM#QA6ZXC A!>?ML)A%LAUV-J'S;/8>1ZR/7&*S_:;>"2O*EJH]T&VFV8JK:9GH3-
M8Q/P!O#&5+7'!V\4%VX=[[[=>_WGP9ZUO[_?B1\ _ZSSI-AXHCAPD5;VU/O)
M#UP$7#1>^Y-G4^B^G_=_P*W_X7&1_EE59FEO]4TM 
M@8&A0'K1=L3XCYPR0P,O NS('^WY0999,;6>I[\ "FC_, ,4 !30Y4D$*&"6
M/?5.BP %5 <"?\FT5!(" "< )QB\;XYDGE8]DZ$>U1N/)S"$O
MMTY[Y8]%EC=OWDIG*C8,Z(_R"]*+3W/Y[X6LK09_9UJL\&BKC)'IS]L!@K>!
MMYFT778FD\7YHGM\#8*W%8*GSOKM6YK*25&F55;,7M8BR/(;Z?M0%A>RK*ZM
M@V+2?@. GVG!"(#?<-NKB5)4!/A@@H?C/,M%5AM8_8>:8F'X$K
M-L\5F]F;F(=)%;MB,TDL#].>%%6:*WF\@O<.9=/7\J*4DZS].^OYIV[%RL#!
MZL]65E@?!9K@M9!?I?RC1ZLHL]3VX8"V5HS5-A,8ZJNVB0Q/5[7-]"1L'IMF
M C!=U3:32>FJMIFT:/MJ ]ZPJ.5[6+CI!8ZU]U5.%E5V*:T_BD4N+]-2P1D*
ML ^UZ0Y/3[.)_.U-+K\J.10;[>'8=JN7/(+TDC&GDY,%=U,KIV@Z5G#S BEHY$]]=
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MR!E37KK3R G',F)&X"<\,Q00$[8D1/3Q;.
M!"NB[^1XR\U:T #$7ZW.8 H<:W%<"\&#(O
M87U,2WE6+.;2.DAK)9Y/?@'PTFS//F*W_=FT7CMEEN:_W1D0Z(L!^A))$(%]
M@7V9[J"07*JH&1H3^2(O>:>;]\$!1)'+YZ'#KVX;F0<54MPLV2$J;@&D:<0D
MND[) ](HOF.UNJ\7F E#9N*"F;!,2)S,ADH_'UE7< 03,A*P6@RK-!S-IQ,0<:3HP&H&9F,A,/# 3EBD)
MF F8"9@)F(FV#@K,1$7>BF'2&TVE2'R4FFR2!&"8M'Y[&=RDZ9KJ"52;4,I)
M!4C!3IKGCEC=Z ?TA"$]\4%/6"8GH">@)Z GH"?:.BC0$P7KG6I@ZDCIB6=[
M"68B;=2ATG>(VM'RV,!JTZH8K7WI-G=H1U3!  A*JV>\NALM$,JZ>D:V&P*A
MF(A0 B 4EAD*$ H0"A *$(JV#@H(1IYH]1PTT!.&]"0$/6&9G(">L*4G,49+@YX8[Z! 
M3U2L]U%-2**G)SX=?AHC/7%MCVK@+(_]JYB?C&J$D.I9R+%#)"?X22LGW;,&
M_,2UHW EMP<_8?J?%/A$_^SD\/0TF\C?WN3R*Z@)
M"VH2HN8$U,1XOP1JHF:] YML$KPZ+J[M;,*=0J+UQV/[JBXZ0=4)X=;V$Z)+
M)J FC9QA0M9@"]1$V)Y TU@3J8D+:L(Q.P$U84=-8E 34!/3_1*HB8JTWT.W
MD\V._%RR"O0Q4I,P)I*/Q_95/;$40W8HV_ (4!-".4,?=W4(J4FPNG0'U(0A
M-?% 33AF)Z F[*A) FH":F*Z7P(U49&U!D1-)<=)32([\4!--CLS18L3#;&Q@Q6?Z5-L9W*3)3).(B.F!FS2]
M85VZ,63@)J[MKX:DX"8,N4D ;L(Q/P$W 3?/J7N2@)@RI20AJPC$[
M 35A1TW0VP34Q'B_!&JB8KVO[L8/:O)3:I*08:O
M#%1!31A2DQC4A&-V FK"CIH(4!-0$]/]$JB)BK3?)UON'#(#!;E 2%9W/D9J
M(NQ$$*U 'AM8<3,.JNT,;M*T>Q;H"$LI9T@WY6GZ23T4^
MO?E9S3>_S*KZ_4T>BX7?IE?565'.)("*BL2EN)3E:5YRV8:W#@8H8NSD 50:5GT>*9:S\/!B+P?)S(#3&RF^F\]%5;1X 
MR-C%S@,8&2L_#\#$4'X *19 ZB%MZA&1)H$F^A-50@$YH"+R:B@/PYWUV\P\
M2([J8HF8ZD89#S*C>N:3ZY$U)N= 6E0WCHF]E9='04X8DA-A'7^Y;O[2>EUF
MEZC689"9+(D)8 D+6!([@"6 )::[), 2!>N=JLGI.%F)L".!=C&;M#T01#.(
M>>Q>M0D4U5X&*FEOY%$U@@(J:>5/MV0C3&2$F'[5*-R>6Q@Q0DIU78&
M+&D*(4*TUJ64DY J Y:XMANMI,S )0QQB0]"FIA(
M30)0$V[9":@).VJ"*SED4;SCT-78F[W004U,6.^V*U!KLH& L9T(LFM-8^0F
MHDZE,(Y(QPT-N18'9
M"QVXQ(#U[GG )9NX"\]V<#]GLZ@_"-'31+_]#%Y2[^[ #B*B(B@ DU;/Q$$+
M6+IFSW:8@)B82$QB$!-NZ0FJ3-AA$\P71E<3X_T2L(F*K%60%4MS2 L4'$13
M#7T9)S6)J,[Q>6Q?Q0?/5)L9S*0IBA 1:DPH6W DZ -+29N#E8$JB E#8B(<
M(!-NJ0F0"9 )D F0B6Y^"84,XP#(!,",/#:SZF'V-6:M )QV*0!),5B9$)P[=
M.#6@DZ9).*XA&8E. J 3CBD*T DW=(*:&M34F.^7@$Y@K]&3FLCVZ0YNQTAJ
MA.V$HV(UNGH,5-4,GWS'=D UM@=HB%1.H*$67*[FP$!#'-%0!#2D_0/Z230$
M*@0JI+>A0(5&XY) A6 O4"';I>J".U8JY,>C&KVDJ\< %1H^[X[M*" :Y 8J
M1"HGJ%!#A=:82PHJQ((*72T_R:> @4]3F08OT5QLPB05,>DB*
M7,^Q/IYEE;0^Y&DVF]R2K,<-48\:HQ\U!BAQLATEX0:
M(Q7KW<40K(TJ5F*?;+0+![Y#+J!#Y&YY;%_%73RH-C,/'J-\S%! U,Z,!W!1
MW9S7B="PATS.1*#3L1G I'/US7V> I1BVC&?\7P$!3@Z6T?OS0&F@D/Q\0 B4]3FP8_T5QN B05@^JY:P/HC+;_(
MTMJYE+.%@BXR $CH]Z.+I0:HQ8D"U.*@%L=TEX1:' 7KW77(YG1S2"?(CT3M
MT$7[G8V.Z(-D5$V9%5<\4)4V\6 QJDN;;)=J'!D/VJ)<3]\EBZXX\!35\\C\
M&!4Y)@(3#\"$6W8"8,((F,0>@ F B>DN"4ES!O?J%]Q'&+>^(:WOXB0
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M\$A_M<&66+"E[XH%',?:+K*Z%-HD;4\B5V(H@&D/#@/@KJ&UAQ
M6@6&0@E('1\(A5#.P =!P<0A_2)9S0B*L/::U[XHLSG*3UBE* ?I;&H=R'2.
MKC 68PI:O/ %N:HS0%QF*(V/,DVU>:!2TQ1FP=,,45M'JA%?[6_(S'+WZ:?
MQM-T#AUYM//BO*\S1?]QA../?/X39A%G?O_L*L=]OKK3WQ
MXV]MNGS7];_[_9FX.6./OK/UCUC%W8(>A8DW>+=JWVR]];]C>H[S
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M7W=W#O:MH[V=@Y._K-W#HP^'1SLG^X?O?U:VC1Q/T]V%'$\?M9'C(XC:!K;5W?+)SLF?MO_]'_=6[O?N_#T=[N?AOZ*MEQ" 80#'!3&\$ @@&F]M$H& #P
MU5A^ -\MR?](^(M2/459AXNL8]BLX[6:7656_@\ECK.+YM&F76<[KGV)59\5BGLZF\U\ +/3>40 6FCPJ "P +$Q5
M&\ "P(*+,0 LQIVR 5@ 6(Q7?@ +]"HQ56UT/4+7(U/5-M.3L'EL MX WIBJ
M]OC@C>*BSN/=MWNO_SS8L_;W]SOQ ^"?=9X4_UK,J^ST>OE'-[]YF37G9;]F
M4UE\+M.+,^ B/O;4^\D/7 1<-%[YS<1%@SU,^M?#>*/O@L7%4N[H+37\M:J_
ME<5\;NV,.M)%F(LT#)KD4J,B_R;&K]E]/^;_B5
M/WPNLC_+JBS-K?ZI):# P% @O6@;C?Q'3IFA@1>J=%@ *J X&_9%HJV3? "< )!N^;(YFG5<]DJ$?U
MQN,)#"?CZ;M5'DE6^,NMTU[Y8Y'ES9NWTIF*#0/ZH_R"].+37/Y[(6NKP=^9
M%BL\VBIC9/KS=H#@;>!M)FV7G*9JMBL\\$ V?2TO
M2CG)VK^SGG_J5JP,'*S^;&6%]5&@"5X+^=7)#[2*,DM]'PYH:\58;3.!H;YJ
MF\CP=%7;3$_"YK%I)@#356TSF92N:IM)B[:O-N -BUJ^AX6;KK7W54X6578I
MK3^*12XOTU)-P?/HH0^MX8YDE68JX+GQ?&@+K3P>FDHD<3C:(KWU9(X>VTS/
MZA>\JOWA[\^6_[T1,XF^/9. @C1R2=8WN_PZVKH*ZO4>)U2KG4-.0:V>:_L>
MF8 <> ^YNW6(O"V/W;O\JYM+E-KN91XT1JV6KAWX(8V% 3E)F FACOET!-%*SW
M(/9!33:A)L(C$W"<@
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MG%C4Z%PM/\FG(I\^=M:Z>_C^_=[NR?[NGR< 4'PV'P 4 )3VUM%[CJ]H 4 !0XY4?  H BG.*K!A O4FS\C23^=3:K56HKD&A
M^.Q 4"A0*.VMH_?F (5"(CA>^4&A0*'&*[^9SD=7M4&A0*'&*S\H%"@4YQ29
MGD(UW_PRJ^KW-WF,2QU7Z?EIK1IX%)^]"!X%'J6]=?3>'.!12 G'*S]X%'C4
M>.6'\QDZ13<04.FJMID\2E>US<1/H$T:&4,GVO00)?DBL3[*>67M7,K90L5$
M;Q E8I.A-;:*CLM470%Y,")Z_="Q6@=W\4BW1_2OWG;[6SOPR-HQC$7QZG3LP">::,6#HBC6,["=U0V:3>(D
MJKNQ^V)EH L0THM*T6;)@>, ;&BEM/]5P?HK'2
MP!I-'AY&9%//@#5"JCG(V.B$&QU(HQF1Y'D8>4XH9^33 ;?1;_4X6?D0 L[0
M 6<$P!DZYR? &=M*QQW@#. ,[NX".&/XT$?8202@02:G9\^>%\AA[VP8#1&"L_#Z9C
MK/P\&!!#^<&,!JF\^7%R\H/3J-?[QR='^[LGUN$;:_?PX,]W?^SO@"7QV55@
M20SD!TL"2QJO_$CGP)+&+#]8$IS/6.4'2P)+&J_\8$E@22-B21_3^5G]5JMB
M9@,A\=E,0$@,Y =" D(:K_S(XH"0QBP_$!*1XD=)D1-CW@@$<7[7=C>ZC&O8!PZ, [?<:P#Z[@JI:Q -C3,
M5T VU&?F,=G<@)&2#70ZUL!3@&QH$/IXMD,U(P=DHTYU(MMW,<");H"3G0@B
MC(_M3KO=03;J3#RP/8]HNX-L5*_\V/:H@EN0C1:TQZLGIX-L]"(;:$ \O'TT
MJ'TR"548*S\/TF&L_  E*+H?K_P\P(C!\G/@*,;*#^?\:_(C/3@(_8B _^!'XT7CE1PH'?C1F
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MJWJ/!W0$+T,1W?$ 37?,30!/5F;A(8J(V!2 9(!D@&7I;3WEU.=5)'4A&XUKL*"8C
M0R 9SX5O>[X'DK%Q9PG?&U4O7,6YHF,',5'G+:",%@ [5  8+*/9[NA\PH9E
MA& 9NF8H8!GJ649"=%<8+ ,L RQ#;^NIORE/U#X/+*-V+<(6 5%1/%C&DF4X
M'OJ+$'3)#.C.O<$RA.U':.)*R3)"C\AM@F6T15C12C0$EL'Q\HLOT,55VXP&
M[(.QI402^[\YN/P"S&+64@=F&3X@"^TXQ)@7G 7",E9\'\#%6?AY\B*'\
MX$D:W$#R7<>Q/J1EGJ7GLOZ7'_)428T'V!&J<2@M17\3*29K3L:!$RFXR476
M2&+TH <0.*,7SNC$EE8$O^TW?P>@@#%8P$"3V,1@VP,5
M+R8M=C-!B*YJ\TAI#%[L'*)V@^7GP$6,E1_.9^@C?@8$QI0G+0] 8_)BAZ]!
M/8LVKHC^?M2#\\YW.\?'.[MO_SS>.SDY!A'BLYW&3(38R ]$!$0T7OF1MH$9
MC5E^,",XG['*;R8S8B,_(-+0JQ_.!Q!I+!#I>'%Z6N1?K-WZ,U77H$A\]A,H
M$@/Y09% D<8K/Q(Y4*0QRP^*!./9&U^],XQ[AD-. 0X-%[Y 8>0GXU7?L AP*'QR@_G,W0"#3@$.&2DVH!#
M@$.,X=!#\K.35[(L4RNMK,/:RGE1?+&.LNEG:>WO@ >I>"S3VN_=(J^R7]^T
M+Z7 7CP $G73--=QB!HD\B! ]/I1=40$PMG$7Z"C\O -&!/;\8G&O?(@.FKE
M#!P[C 0Z*I-UKXV(9@=@KY/N=1X 1?%>%W80.&BM3*5GZ-@!1H_3Z>G9<;#2
M>X)RZ$TY]D$Y-,M:0#FV1CF(YAZ!>UN2 2AL=N7NQVCL>E69V+'$69CTQ4U>:0U!B]V#F&[P?)S8"3&R@_G
M,W2G!@8,QI0G+0]"8_)BAZ]!GQ)M7-&FA1(KYAI]*(M_R4DUM_ZBTO
M95YUCY:EMOHC9P,P&K/\ $9P/F.5'\ (
MP&A,BQV^!L!(&U>D&!C=*Y9/9]-;8)1^RJ5U4/\!J!&?#09JI)_:H$:@1@.7
M\_J!'2=H9TEX#]"W'9^LV2J'8%^QH%YD)\[*J_0@-;A;J8?U&/D7'NB&D7_A
M06<41Q2^L!,?-Z[H;K#AOI4.N=^*AR/N6QF>+0*- (V,9K'S0"/&RL\CTS%6
M?A[ COCL*J C_=0&.@(Z&J_\R-Z CL8L/] 1G,]8Y0%_1J+_HW &^@];A 3]AZU"@OXH0QHJ%Z8]ZCHY/-DY. 8CXK-MP(CT4QN,
M2#]&M('\+P)%!S341S)A&-E.1-3LDOH4G8V*41+:8:)ICV)/"-U@0H;%?WZZ>+:CNOJ69?"2,?8
MB>QH=?G$,.4H;'04MA_ZMA^O7(]@"RA#86H?-EF7F8B!C?Q@#OHQ!_[G KK*
M;>@QL*YR&UIUHJ_<1A:9Z"JWH4VM(1$5[D-K1@9O$!D^=MF
M6/4=0IAFE_?_]K&WW;"(7V\^^:PHS]-\W>H*X=POK]@$=]R]^PN%[Y;3FXVW
M_F:M7X7_PJ__VWSM-\#S_N/R7XMYE9U>+__HYC]N]W3T]2GN>I[_\"-WN_V:#-^8_
MU*_YMKYO\^1,6NGGSZ7\G%;2FA3SRCHM2NM4UBXNS>M_."G.I56E7ZV+17E1
MS&O=T^K'IMH=7_6UG,CS3[*T/&%;KB."37^@=976;^SBHBR^9N?U)\FO-WZ/
M_]M[X6W\MCYE>9X5LQ=/+P73]Y#89 ]]8K&'7LN+4DZRM*HM;16GUJ=%EC>O
M5*_(V=3*SNM5>2F;9F+U'Y3U)DOSR2*O%^G4:I[<5IY=UI8HTUG]=C];IV5Q
M;E7UKLRS4]G\M/9KF<[K75ALO*A]9^,E?2W3^+'/_ST
M];_[_9FXZ8[Q]-%6GS?VZ#M;7W?AW%]2VXU!MQ\Q/W@F?0=!)K)Y^ACW>92\
M^?8?/MZA\MN">K>S^_=?=W<.]JVCO9V#D[^LW<.C#X='.R?[A^\-_+CO#T_V
MK)-#ZWCW[=[K/P_VK/W]?:S21S\/WOWVTFY%,7>/C[)[5H>,]<_+9E99K^(Z
M6[MYS&=R&7FFD\GB_";2G-Z/49L,KWG8U]^<%=.Y)>O 9&K]D)2UO_KMCZJ_
M\-K@M4ZS3HL\+Z[F+_L$H\W?O?W:
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MQTACV#BG1]4&HL53%U)#ZN&S'DB-50VIQRMVS4R"V!91YX["6-4(
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ML$BA->]\A(=#"'P[<2.:?.1'79&,4#9>D[/I5ENN/;Z"US/4BX"!N]&^Z%,='8FBOLX:BDCG E;N;5W)H\F
M3%J:A=R9K-W3$<B12PX%@54-J2*U5"=THI49:-,R)
MZ=7RK7TJ\NFCYX)3.2G*M)GM\[+^6++\ED#M3":+\T6>5G)JO987I9QD[?N\;T2=9O8%:_T:U>
M9H*UM+M[H)U)R$N%A>T+W_8P/5&C!P*DA@/AY$ ZOW]^9,FO%W(V1RMNM@^"T88M?F3[?H2@A=%:A=1P
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MM/U)Z-M^[*JZ/K9+&I+_>?*)949ZG>;^%LVK5M-_YW'DDTWQO
M7J65W)E-[PT/NM_[[74VG^3%?%'*DWHY_9$7DR__]____RSK_W3Y(?NSK,K2
M?+>85X>G?RRRO/$L\_K[]\\ORMH7MX=3UJ3^&/5K',G3WY_MS/]Y>/I/X?[3
M$_]T'1$\LQ;USVC_ZL_Z"_',FM8_O%X^\]^?_>H]^[]>X(G(3>I]UNWCK?7.
MAOC _[QYN7^^*\KJ<_I9'A3I;'XX^_;JK^5\4F87S?;/^@_^)2?5_,]F3-1K>2GSXJ)YY?I]W/RNV;X'Z6SZ3IY_DN4JD5TO
M2IR0E\;9]/=G^Y4\_]5)PNB95ZIO1CQ^=K2,=$0Q:+LHHF!ECR<]=F1;ABS-6/D&VC&X^QK'\?J"V91R#T[!IZ!=CPY*V6?#2D2G^^.
M]$,3+7E5]+!C&+F\S*C:;N\6>95=Y+6EFL3V6ZL&YO[^>W2+A.\QF66\]P@1-& H8;QG 7:5FUGVFG2?,;SOTA3R?K
MQJ!1B"TWD.4^I.67XW\OZN?;FH%FO#S%6[P:NTFISM%N>UW>9KFBRN$UN8[ ':.#W-)LV[7'[Q)I=?[]X+N=GV
MFE.BMXO9M)33-_5[OFX0V?OZB[,#.2OR]*A(UP37HHDE84AM#-G+B*X7,CM[
M,,^(QU^NFS/,UV7M4=?F88A2!K;:1SFOGWWU+VTR\)]TS33.#0%.!K;<=7.\
MM_=53A95_<4?Q2*7EVFYKL,,G @&',Z M:WD;#>7:?FI;!#*^D\Z$2 +']QP
M=:H@RXG\F%ZO:;4D9A:?W#LOB(7Z\X(!C-@C7HEBOJ<^26"8%=]DIY7L8\;(
M]^%"A[7;=>^X)12(6P:VWE. L:%B+]3O$$PDXV)"&:ZH=.I\D>&X(E#*PT9HMU]UP'@+(H0UW.),]
MX*6/$]>A#=<'.7.[^FJ8U1;E'23I$).$ I70 YMMPY,"$?M(X+2PX/LZ\VY.
MR+NBKL2%!0>V8(^BAD#@>3>LT?IEX1Y:$PUIN,9)WCM9K=UEOPL(#N*6@:U8
M71\W97UOBF8#=KC_X\7 E\-9KD[)=^M/)AKJ8L>CQ-!1!@%1>$_/U>1IZ(?H(#&N_KE7182QPG610BYTT36K3
MV?3>;80VECEHIA^679RGX#9QP5A3?CMU/SG+FH*EIK'TV^SSV55ZO?R3YEO6
MO&OIN6B1JH59EU:\UYQL-SV_6,R;=IQ7Z]9]^B&LJ:DUVYRCNT6#)4:%1;6R
MZ+TTLKM)W0103EN3-J4UUY,OQ>EIIPN;OH>Z&DU-VL><;HRT10]S7A7WSR&/
MLZ]MQ=3NV:*3WL9%/6WJQJ@1T-*F+6'HNU'=$(_2
M08W:K[38=5PD*L/9K=UR7?&L[PL\% >V6?_32#]"]XKAK=?^I_?]-<%M^JUY
M)NSWN ,W']9RV=<^-WXCW#8W#+
M=3>;2%"[/:C9OAVK]X5='F9ZZV+"C<;BB C=[C2Q8W>,XGL!2EOT,-ZRCTSS
M:]^=&(D$:?K QNS:P-SWX#P'-EF_-+U^ZC%+'.Z/U8P-&\AX#PT+CXM%=;9ND4H$NJ*#%7MW+8Q#'X?H.EBPQ^Q:QX7I
M=#!=OUZ%(DR0F>M@ON/TZEV6YT>UY3JT-O<\=%S6PGR/#([N-( L@A/5PXR]
M6MPE*+8=UGP]IL?%:&LWK,UZWGB-7/"6.REO__G29+=O@=Q:>]GGLVK9=*=3
M'VP_@*T&L=6#8H=WQ6)6I=FLP\0<(="+91C+M3'D07;9?,:JF'7KA^1Z.+#;
MNM7RYC[KN[2LZLW6Z8I6&*,J9>OFNAD!MY?.JW?9-$_K']/!9K[P$X2-0]CL
M^EW]!.O2TL:/A8-GV/9-==E.>UN4UQTBQ<3SF954WE5Y"<>+U%9Y;=%R=Z=Q
M>2X_RR9>;/WDFJV(0F1F0UIM&3X>SF173RGX3=0L&O "=>;=NP+=I^:DHY]ETV4/YS?IE
MII$3Q@@?A[97O?_6K%4,0@$'.;2]#M=M$A,(1Z >9V!KM:UBUG2'CH@1V ]N
ML*MB;7,AVMB^N=K^(5VYO1!1 E,-8:H?NM2U%P(O,WG5)2]S7(0=0UCOQ[QL
M;WI>S)I"[@X3IH3'K!C. .O54>(?:?E%EEVJ@9,0IS"#6*ILCEVZ7!KS_1")
M\P"6ZC^B+<&,MB$,MD$SI< +$3,.9[+VDL3_O/F[G,WD]/I#_3"[6O?<)7!\
M%[4?0YKN4NYE++FXD/,PA&M)JE[+,ZZ"RJ4Z5Y9I&$Q&:AP]H
ML^7LJ/9>9\^B1\<+K#^E\GF:3+M8+?(%L?#C;?NR9&ZU"@Y?I1@L!?$[.M7:85.#Z>
M9 ,8K?M4-1$)%(H,8:F.75O\$&/KA[#3;376O1N$!\M8\?W'=8&Q[\(9#FBZ
MX^SK PS91A\'657ELE--71( 00YIQQ_&H"]+DCL==4?"0Q*@C0TO90\3NFT_
M<)AP,!,^G!8TF\E)E4T6U;)F8=VGHHB#"('G &;\6/^+LA/M\G!?=.N&.F[Z
M@7=OE15%Z$$WC*UZS[X#*!G48,M#MH9W+1OZW!OB=)RG\[-[P]6RK^MV@DP$
M=%M5^D9?YC+'7
M!O. 0@]'W=NW6O:U3U-C$00^PO\!C-6]-T*$W@C#6*IS2^,PQIX:PE+W07^W
M7IV^P"B2(4WV(2WGV<5%.KON4OJ($?)#F.R1X^WE+,+]R^N#M$-M780S&3W,
MUWS9R7BN$V$4AB;&J_^TF^V$")">#6B[[\^SN[E-WW?A-C6QWN&LJ_$B!RF<
M)L9KO^YF/B_F5D9RCR8'L1DT^686PW&QJ,Z:1O_GBWF'&5ZA(Y":;]MF)W+V
MKEC,JC2;-1TE.PS([I+5_4&< Y2S-\RY5K%XB
M'-0;#VF_93OR-A*1O5I:B A-K8TX+TKC'T>@[X3H8GYL 9L7JAC!IZ$N-8QC-'V9U-Y(>M?9A.Y
M=J6R$$VT"7L-8*_#JPQ/ML+4.LZA+5N+M7T&7@N8NRO
M82RV[#N89IT:_HLDP #F@0S6^\PZORNLZ5UX\54?\XA)7>9GE5
MS':+1;GNZ5EM)^3)0UCJ_ERVXFPV[]*P+G8$G.!P1FLZB_?H,ABZV&G#&>W>
M^4I;YKB3E5VNL3D>LQ859AEO&>5?%3U,YX4>G.4 INMUPH+P?AAC=87V?HA.
M6$/8J7MW'D^X.&(>PE+-U9>_%?FTBZW\&"'B +:Z/5]Y."];RME!-NLZM=?W
MX1D?L6%U)LO;OR$W80/L;PRW--5.]:%^O_6GE&7]^=<,\<,0?EX4/*B=_T\MM#)O
M26KGL6$92_,F5'^.35=:LQ3J/_B7G%3S/^O7#1&J-_CS>_23[EL
MWLK:]TQ&RCI'7LRKYAE5O\F/:2F;0$2^22=97K\S
M.5?RI+Q[G0Z7ZC=TM@K,$R0FFJ=8E#W,$V]XC*W /)[B1@:#F*>=LM#9.AN"
M8P7&B3P#C7.WCV38\IU;AV11WE![$.NW!2P_[N/H%!GY@HGVNBA[6T>2Y
MH]H:S8L
M+?(JN\AK-W2>Y=WD]98HTYWJ\%*6>5%\.1=;<((Z_X=54V.-[>URD9=62KYV&NQ2U53[DZ63=?#'PL$%H#=),NCS^
M]Z(.H=:/G& "4A,<99.S\V(V[5#^ZB:;=CV %7ZP0NV+KM)J]"P ]/$<4F>3DJI@7YYWN&&S:@1?&
M^'E5<^]=$FQX]P.&^;EAV@W3I"5=K@B()$*PI=0L;XLR^T_]_1U+'I&"O8X]$[(V4/#A]LVD$*MGC*%O?;AZYO
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M[?'T#W'_2JEYEN6G/1[_H"WJS=)WTXC1-'H:S#Q%G]'%,6)FQ5;I$P%X T6@AENQA;X55=R;S/@V^WQV
ME5XO_Z3YEC7[V>&!H]9:2^/Q1$]3C68PFB:F:C/>GK:*<:2J
MQE8];\PFR)D43(IJ-DA7:+?Q6%^8XBE3]#\ "72DS1
MIW;91BM A59I >?92P/918
MX]O)8U]:TN:#L(Q"RVPT;4*,95CG8.9!QW;];++L4M+\VG??!.A+K9\>[B((L5V4F*//)4ST
MJE9GC.;ICGEXFABDZ-R#3*"V3I$ENE][C7!M0HTM^EQVC3&24(TQ;MN/]:C6
M"I"QJ[7)#RWACHM%=;9NHU=$O"J-T[LO7!RB+YQ*PW0GC^@[IM8B_?J.N;@1
MI-0JQ^G5NRS/CVJ#=&A7C:8C:JWRR%C5+F Q5P+?_?*G1
M[2X@M\1>]OFL6O;\Z'(R%8?ZI.EG"\",]L2EM00[2-CO7K0
M,70RV;XMEAG%X4QV?61XKH< BM(@Q]?Y93I;N\90B#%6,HR]F6$8I%^8>!Y0F^%O]3\[2/.]2U.R/X1;?%FUPF[ U!]&S1764
M39=IVYI$PQU#=<#VS=%V,3XJ%I5<5CENK1H,= .5P6LL'TKM-T^NL)7SXU _B@M
M\$-[M?9.W64FKSH560)S4!KEQW1B;WI>S)H*Y ZX(_"Q5:BL4@=,?Z3E%UEV
MJ@!WD$=0&J!LD'B7&UJ^-X(F']LS0.^.M<)!)D=HAPW:WK@NJ@?H+=&6(?_/
MF[_+V4Q.K[L-.'=#!\&3"I-ZOUVB3N& 66#V*-GE.6.H3?7$ 9YNYC.BT[U^GX0
MX!&BPAB7LLSK>'?9FG;=-AT1'!6]*99C?]JK7_T*UMP -9Q*[%*[J=VTG,G/
MF>RT3X(0>8@">]SU1/NCK/=&IXO"SB@Z:@]DDJ;ITX=T/D^S21>C"&\,K1VW
M;I./67,7J2/,$BZNTE/:XB#](KOMA01W "@-T)Z]+A_:MR^S?J6.@TXWBFW1
MH6#'=P(\NA5;8]VR'=$,8X!2>4_[8XY]Y]I(-E
MU/3^X[IQDX,D0H5)CK.O#_!4^\ ^R*HJEYU*IUSQA&<]#<;0*RSR<13*;R4F531;5\O1\[6>.CP-;4O-\K/]%V866N (9
M(97^QVTWX,[]RE%#0FR"WF.K1C%69 !++,\V&F"R;%EQ;_C+<9[.S^Z-4,J^
MKIF\1ZAEH+55=X#BP03$)NC&4%PG1M9!:H!-)BN(!#WPZ*R1?>W3A]!%'T)2
M&W0.9GT?^02I ;IW(70!UDDMT&?.*IP0H07NH]F.O=4<'^6<"DSQ(2WGV<5%
M.KON4A:%9MF4IGCDP&\Y"6G_\KK^F.N>@8]B=OJ@5FF^[&23*,#= ,4VJ?^T
MHTG0 D^%2;X_W^MDE" 4.-I3;)3#64>;"%2UJ;9)^W5'JV"G4%IEB0G_)YU\
MF7#(O>%B063$<+';YMO'Q:(Z:SI GR_FZR-@@U"9XD3.;H=$
M-QW;NDP+P/!T.BO<785M:T(:2W2\NA\(#_6&=.:H']H[:=H%(_JH"R&5OWNO
M/.'"!*0FZ-M&Q(OQ?"8UQ/WV1^T?U)E&.4OSO$OQ8.A@A+H2LRP;W[8/;]GK
M0K@;X Q*B65NRD26Y3J+YFCP+,OS]6/,+WR *Q6&N7?G
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M$#Q)4.-!*'_WQD3"@0$H#=#0CR<[BKE["";=1U:Z4=C
M"IJJ,UG>_@VY91KP>F./I05VJ@_U^]T_K[^M_JQK/Z['], XDE6:Y<=9)55L
ME+X%YF-JFJ/6 @\RNX]G]:M\R--LUN$VGABFS.P@.Y5_SMN:^/M_+![8Y/6B
M;/_TG^*?-T8Y*128Z/994K_;VR]KIU(6E_*\SLWF-SK^WP^^\UG.R-^@_>J+^ZV:40\5-P5.D;_6Z)
MK?1DS3<1O,^_E<5\OE/MIF5Y72^_?Z3Y0O[,/;DK2U.\*/&?/.EZ[.6HWMK*
M51@(-TF>O.VH\JVM7'=^$L0B>NKII/*MK5QI?NQ$D7CJQ$;I6]O4SS;/JOH/
M_B4GU?S/V536SO!2YL5%XUUKYWGSN_13+IMGR=J]#Q/_*4BLM1JW__S-HJP_
MV*)LGA]OLJ_-5_,U']F!>+*1U,8?_:Y;@9.$B=IN!N'M&3$ZQ()7=-E+Q8E#TD%V$B#3.3V]J3WT7C/,]*+,YET!FO!B96Z#KZ+WIZ#T
M19/)DR.4M1?VW2*OLHN\WO[G67Y]\]+,D?@B+:N6\.XT&**HA?Z0IY-UY_'$3Q>I
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M@ZWK?5/[W5WP.'CR9@0:<.,I&+5=SQ>D+?
MM>S'"*"[:MTNZR8?['(K)W0$,L&.0K\MRNP_G28P^2&65O_68ZNM$PO#)
MRGFH_H3J7?V'&SW9P!P:?Z]QU\:R7AP -:\K;H_[VJ["LEKC]#V199EUJ.<,
M73B&MU%\U^=;V[)=B9O#OLY8+G"?G/X$>7^0]WXST/7)IR^P@M>6^' F
MNU,+S\7YR/H2]Z!"\9,CKZ#O]W>?[C*Y+F?5<0B!UQ5X4^R6Q*!!';5NA^9)
M.>N:.8O 0?:QMMA]NG%%ZH[YC-.W7P82N,D0W0OX2=PXB8<=M/J5>D8!V]+E
MK>M],R[S3=$LZ@YM@))AVEZPT[A.1W9EB;P-XCH-;T28XRNNL=2^P+ (!
M)]U-Z)N2BV6\T=&)N"'D[BAW$]IU'^SE>Z!'W87N$^9YKKKV1(8JW>:"-\=4
M/1Z.^CDO3\8C%O6B%=K1L.ALF3<[NA
M^[JZMZ%A=^UC/P$1W$#[>W%Y=_&]Q,79^N;B-[4-UY,OQ>EII^(<%$(1B-]'
M^-@#K.TJ_,.)S\?9U[:X9/=L44[.CJO:*FN>SOL"C3XV$/_V2=M3?0_G%)NJ
MW^96?1>_BW+!M0J%
M..9=<^9@UK^!M'70N$=/BA 9Q_J#,S?MF>"AMV-GL3=J=.PZ(99W5\6[
MIWJA")&'=)5Y>?&\^;7OZHYBM!U;7_:.70F#$&64'49*]TI0DD2=QO?'*SB&
MC5V-L?%HCI;4V^%4\@,
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MD>R\^RB6Q;[[OFX;W#Z^'S6Y8!->+Z +_BYJ!^+8OJV
M=K3%58=CGHCIG;IMZ5HLRC_DY(LLWZ3E^?JZ>GZ4L*:T6]"U,U+TZL\'S[I"
MU.Y!;3O($J+^1-2_U?_D+,WS+O@[]#TX@)_+>IL<-$=@LT5UE$V7*<*:(4$=
MNP(=K*5PVR'PJ%A4T3#\7ZR=A41@CK?VYI T*[W%X@^QVI;(_MFBMEV^>I>>U[_V0IY-UE?9Y
MEJ5O2>FW:?FI*.?9=-F1[LWZ!6">Y_*\1C^0LO627K.0)A))C$?9VLH>KGMY
M.W838-KU=6VO<*^;133_@[1K2WM5=! 6&?#3PK:WA3LC,)$$+*]D;U'4'_J1
MM%J>]_SX7A_JFGO3O>UHX6O_:FT&UQNCUP'E'P=<=M2N_]Y
M\W!=9%P>3;7&D#D2[F7S>7LK+B292>1 Y?I-('MB]P<]S0'/.V)
MVM7_8^]KF]O&D74_WZW:_X#R[IQRJF@-WU^,@8
MV^ LYKS]=-DT=0]U>5N,]RV6ZGAH!6^)\7]/HR+;*7/4,@W7Q%CO5OC>LSSA
M1EM=OFQ+Y?4\G.VV0KYIPF=IGV3#TP'/3UMD=9%+GX1(N"QN$N.'LF[KW>
M"N5_TH1/>3N%A_ETAXO)6V$;B]T4.P;<'!-7-%Y&]U?Z!]O)U3 ".5)X=\@QL1S=P,W8.P.\;::):=@Z+LV]"._N1RL8
MDI:>/B*FNVX+MG0D@1<1G264+.RH^+6V$W[[YY9K%[Z%:KL=R(^G]#9G[8GY
M[->X+!.V4P)/L_2)D&^&_-DQ<'7ZWTY!'M^5LWKIJ=&^9WN ;;E(V5N"O5S7
M.TU96,;A+"ZQ+7U;@8N^\\N _Y/?D>]48:O#,\D4@/1+5<-PYS1L5S.4@75GI]KIS$);J,BGVTI4Y*L@%ON^=]=>WW,P*7 3L@?4FG8='UV-
M%_"-O^]3ALLP#!MA?1'6G6U?TW$\#+>_C.GN1;@#/0*TMEX&=\5:47UNPH?[AU_IMJD/
MAN$':!_L"K3X8[2J.CC#O!#/_=$>470N5>2N4GZX-[81S@&G6>\#\,=T1
MY0!K_>Z.D:]OPT1U9C^X-2V?'"XI"2-L#:P8VUDI\"=CY[L-J95Z N^M1
M3;:%SMZ+"/,I[8K278JO^PYN<-F Z.YEI0(?,TDVH;IOK0+?-I #-F"[6-VD
M^H ;P'E*DV2G Z]\&ZM";(ET74&QFMO87ILX3=W#G89;@MVL(-=9$%.QUG$7
M)\D.A10=W".W+=0SGVY?M79-3,+>$NN%S05[T;5KZ6AT; GU[L?$VH:-J7[;
MPCLO&O$N2Z;C84QWJ\X16&@^;X+Z0QJQ">/_EX9LZR1 P_/PK.--R'Z,6)+L
M4._6MRVTW#9@NNNA1*Z-,$%I+^Q1)@&.V>I.0&>W1E(
MH?%N=54M'4/!&Z'==['-]!P3O;"7T,VN\P?N?VUO@5DZK@^_".A_QTF9I>_$
MD9M;4H!O8[VH#9@NGMF0W:7%+B5+7%$Q"N'=#*^HU;='11C'0C]W*WP7@N-5
M=LY5G.^P2<"S\$S([6">'7J^!\BNB6=SOPSR7C%;V\;5RI=AW36X:'M8EOIE
M1'??]&Y[!C+LRYB*;-U?LB3:*3L/XS(OHSH+V"X?3L98^FN<[GJLWN69),QM[5Y
MK[[0A'W*DCA\6(+Z>II7O?MJ?&VPOLD6D#_[Z;^2\G44W__7;?F:-'^3HGQ(
MV)NS,BA_JBYN(Q%%>N+.&+9;4XG=Z]'O/\7(SJ.DX?+FWC,"O(;^T8^9V.:
MUM\5\7_8)3%XR^8]J+H@OISU(HJ+24(?+DF<"B.FOO$;J_H^Y/-O\R3QX\NX
MY*T+:S@^\[[1A,P42#SV1_'31:A^G&P-G/X<-?T1LC*;K,!+*3R%LI-1EA.A
MX&V@^2)T(*"I?OG/.Y826A2L+ C-Q08T+OYX%+.(#!\(?SZG23'T^6_(W0RC
M@F.D$3Y_DW?96%1 (/S9@@YB/M$6G(UF=)?>5K^:/3^-".,=''-R*:HOQ(,*
M,LFYW:61E)4D&Y&")8FX,1U.BPFKQ__^C#2>)\6
M&EM]]9?OG'F"UP7))G'*J:EN\.S]4?6ZA?>+%RVT]=M=S%]Z1^\9&7(#;1&7
MITB0N"#\,:)'-*V>(1X]S+(_R'TU)RT]62.T^KBB2T+%0224>]CB(;QM=)C$
MQ1V+%OI)6AO;(!1N08"J].OQ1F,^77T8D3#.N07 92#?6%[9+ 5O(I_T^<2>Q'\P_@4?*YK0-$IR5DR3\LEPX\,KX@]-LY*4
M635D^"\GS62P^((PX6JW6F_K1\YOX@K(1^WSGXM1.RV65/+QKZO'^ZNN/7T(
MOQXS6DQ%W\2#^)>"%_D7*;< XFC*!P#O;%DU)1%'HXG11\^*IZQ(C&>=._!H:(T].,,XKI
ML&#_G@H"%C(O1)L7A#XX=#3M/("$PE_([CKSTI;<'9+FV<1[?>\>[SB2ZJ?BR>5F>3Q)V,^5^?-%Y*YQ8[_YV;9U5[VU@?R=.MQ-#Q]?
MU:23QC2927FG?KJFL;ZH-ZB./A7J#ITT3&]MX<'.^WC-;>B,>SV_Y-ET\J[Q
M/\+JUJ7X]=+O?LO*Z\?@3?21&P [C=; 6FO[M-;A:J:VMIZHW\Y$NVW:
MWGIP+9?;-FTSN?\RKSUIX[&9_,)>?]['WE2^9Y>/0N7<_[+6K1=VI7BGH'+'
M=^R@%;.DZXX>0.6F'7@GZ^,IJ-RQ@K4%X _OL+W08?>KI6])Y2_L SR\3=Y"
MFX*MV^0XMM_AE*?OYYTZ(@#4M;HZBQ/QYFB.8WE&=QJUG[/G!+;OMT+2BQ.Q
M]_*L]*2-QY^(+:MMV\/5;9N<61QL=/60B]KRU
MA_]VWL=33,2!L;8,46OSL+,X#V\1E_?7EZ%J;1YV%N?A;=8*#&==3+N]>7C'
MZ:5:P=A_1-[0[^^;-<@6PXB^XWCK;(/'-Q[8IAT-ED#WUA8";ZU-.PK/-UU_
MG4:M;Q-O0!@G]YSS673#&_XVR<(_
MX"33'2]%XD:L?F+OYG8N9H>M:OEYQ)M-\T)D'95-
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M76"*18T0;M1NA+N'<".9H'8K#3?F<2.9R F:K9NO4'-ET5R$&XGB)$1A:G:@(U%(H[GH&R%1
MG((H?%/S7'<-4:#? ]WO$>6ZJP.:;VF<%H0[/U%5E[\Z^9)D(W1]D*A PBU+
M4CBJ.\*M+MRJL@M0N%&[T:=2%VXD$UQOZHO?M;+^2<[2DB9DDHLM6.6#)H[M
M00<,[C!3BM4ZCA0YEF:Z!MB=YJC "#<,N)$O:KZP-=_VD2_D4V#TFI O6K#3
MK8'I/)KKN\5[CV:[7^QDGJ-;=EJW;)4P?Z%Q*I:]"IHPDHWX3^]948J39\59
MI=,T7#A\EOR>Q?SS>_[E-#]:70SI98O,"=K25:\@=Q8@-<7$.61(D
MW"JR) X?>,,'X4:V.L&F$\?'+:SR:"TZ?D@2I]B9YLBV*PW"80M TB,_C"&KOF.=72?Z\#B_>!UN^V5K0_5H5[D/,F*XE6]Q!7RG\7I5!SY
MU1S^E:5'\[M4EQ\X;H((>.?D9)N:[G00-88(IB+:BX C79R&+BQ#LX(N]ZI"
MQ%01)>[D'"X$'%ECLY'A!YKK'W_1">#I99#]G^NX:/P=%K7E[G!1X/&+ZK$0
M!+SEKG.H@ !.CS>RRZF56UEV 8HWZK<"3A/BW3\^ 6"M0,WN R">D^VF:M:<
MJL6FZ(3^5W\D"([J' GU^GAEH6?
M6E]),PS--S:NOZ.C!\_1.T+9##2AD*+0A$(3"OR82T>$Q6Q"*E
M4JRV/3E1NG+3XL?:BH>?,'T<6THJJ2O&?R"PQ^II:@D4P !"YD+F0N9"YI*/
MN;#N(P"\I2&LCJN>.('FF/KI,?S!Q40F[QFE0K@
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MKC(2%Y(7DA>4I)7O^ITR"( :4BL
M_7"3KSEZ=/=R>:#E*H34?SH.W@@J/;LDS#*LL ^45>?C&YD>1Z
M0'=ZP5%QB6BFY<&2 -",OS9P;MA9LZXS5E\+\GX,?Q?>+WQZB'N:B>FS2
MC>J73\;H3"OF39TL-6W6YOJQ_)UOSHPFTK56IQ;[2!8O_O;CM+BXI71R^9F%
M61K&25RMD7T*5'&;X@U5')CQ7PT/>5 W_B.MFK1&7
MG%E8_@C?Y_>_7MV\OR:?KC[?_(O,O,UH'HF+ZSAG89GEQ>R;=]EX0M,'C5S3>SX5?9D]@9*H
M^>FS7XIS.=[3/&'DP^.O1UR<+'_AIIQ5'[#O+)R6\3WCOQC%(?8_'G :3A]U&1KWW1],M>_?;
M2/'OJ>C.B+&2\-;L_@2N1GN\=AG22KW_\IU3=O"Z:,"^3SC:(G]C]Q;\G3X0_CY_]SLU4DR'OW,ABR;L?GOY+=OG
MG6L88+M7WN5L#R%=/#":BY-LV#>:D&Q2S<@KF?SF493DCA;\GC"[3:L#27=_
M[5]-W=:X"7ELE/YJ6L9^[ZV&^CXO--T]7\A5/F?W+)TR4LUS?##QP5%1B6"O
M:FP)Z16$\:_W:=PU"]EXR)_,01$#Q3FV./@[]^&S_43!7V;MT\&<%1/.!'P*
M2)K)Y([N\_YT#TX@- RY_U16PXW%]]4JQ8A;WI7T%^<96LT])]&!_>6QA_ '
MZVS+G>VD%U]>?_[E\>KZ]:O&:N2_YG?'
MZ?Q*6(ZDX"U-!,*KDE<+,15PJ[+IP_K2*"OG[:LHJDZLXR_@]+705<+GCG33
MO+$WXG\U-4>4 ]PP]>W]_*TGGD-Z8.N;K86]G[^9-@]INNEU"'X]!7&EBX7I
M+M2S-MX__U*9AMFW9@OJ@@KO;+'LW;C=9C3 "KAQ@H2H>ANMK , 7[3$!EU,
M>C G-4AAX:U#N$]COQ/Z4(6*/XY^Y7WB_WF7,SXQO1CIM98BO=89]X/B^I?_
MX'\89R1B8]MHWGV4O/LC\IW'R
M#[.\-2O SG\8_">_EO9CY
M_A_+,_'O)Y:'_%=?6!IG^?S-OV4E*ZZG[']H.N4^V,_QJ&0LO?F6W=QQ/>+&
MS)?XN_BDUJCYF[]PKXW]>\J?]UYX2#EQ[=E7[OR=8@O]Q\_O!.+$.^N_KRWWM:J;N"?\!"
MY0D"3W!4ZXDF/8Y0$M+B;G>]>;K=Z)9Q3UA$7@Y_5)R&R33B?3_X425+*;]#
M^(#Q.)@S
M'O-O[UG%U!II8%C^4+Q5++&(^%N8B<"%>/PPB8L[KA23:5Y,Q4UBHT#3M7&6
ME[?TEC2D'415U7>7HG]Q
MN%(RYQ%_D0BZQ&(UNIXOGYPXLWKH+DPG35*9KO]P-FM8E3+%44B2)K7NS9E^
M5ET7$QK.KIO[&Z\[%"V9%.QR]L?K^L%\Z.H#_O#73Z>MY>&\ZY895Q^X/N "
M%M[ ;#LU<:=LT /(?EE;]LT?-0<&Y ([IY9/RWOSW($-N9R+6FBC;B/:JJ*-
M3-(2VO7U8?N"T.U,?
M[W0QH5P\]MG+DK*\@6$K+2FQWLSR_1:9MAA+=:.;+=,K _2+"8L[#36HS-KJ
M+G'9AJ**U-IK@<(W*[L0SPK::K42C,C+;J4.C/KJ#KL&C*+X X4;Z>-Q:\01
MSF=8;1T!.DV] ^T^Q-A=9=Y^>9H9="R;!\5TZB)4*\D*GEA:IR=/\_PNS1MX
M$/;+O)$??V06:9DEV,@L&![YG@/E_6/FL7PY_QE#11@J BF>]KT[
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MJH>QZ#W-4S[1%U=A.!U/J_+*UXPC\J2X[ZX#^B*P7#-X.FHVO;+-)FX&
M83BN81[8QNJ$''$8X4)Q:E&4?H?A/5?*=?6MWSXL?C,O8?KYEZVTUC2]IYU<
MT^@V^K9N.';4-ULWCM>W=76&.^J;8Q\BM\_U 5FB(9^X(1H^8)77W4JN;BIL
MV."\G\5)9O\&=NU%&!917E#7N?HN.+W$
M\1YE]'I>=/*@$J5OQ'YFT.-Y%,T)CX..T=ZT%KXK(N0?Z3!.Q$F+.7MRR%C.)B+[4'Q:
M'356S\*BJW0L3B0CPX?FT)=EO)[@R[Z'C$5%\_QPFHL_D@?2O%8<;!2&W"\7
MA5K)M[B\J]Y6'W)';W-6%U$=['G4UXI!KFI1Y<.ZVAUY/=&XJR$?2A>\V7^P
MN@+QD"79M]D'M=RY$S=E=;E?&G*G+A>5=^=%@JN366-!;J*N%W_P-Q1%%L;5
M^5K+*EG,&_1JQ@%1/!HQKM1L_,982L[C5\WQ?"D?&F')79]FT!2B1G+U,R;)M)C3:G5V;OJPK!&C^#N++BIQ/3FD
MM'KG<^U9?WAI4P6Z(OKG;=U&ZZBH]5S?SS_@#8JFE9TI6CY<,;G,9XUEZ-;/
M']H?4;H6K;-6I1)L6R4(I=I;)^:CSTW$8D45A76:S6M30NNI4O?+-:(K\NMTZH@_'T*S\5A8@?P&(H9'U="0+>W)J#I9
M5S\7KUO9G"^,$7%J"3'L2W)35YK_%0>"H@/A75:=;U-/!LWI!,6CCS$[N6'$
M^/\UIV[6XR4>#[D54*OUXQ#AIO7B.9UBD-1CHCZ58.%=CZ9!]>6![]Q
MWAIQ9$$2KQT_&[KPU$VJC*SZK!YQ]@%G?7&^0<+J5K'R+HM6ON8?E256G61=
M_ZHZL6$4/[)$;6-C80J&^71N>$ZY:?6\A2\UIS$1'U&?-6H-O\6/XL@?
M_?L&1MZY^RRYKP[CO!/V:-G8LKD(5%689XLX">9Z;"YRDGJ<]'EAREM/2?/C
M4AZ91",1_U623>J+)15=/AYE/(Z+0GQ<$=OC%#E[76W.3NB#.-&X8;PJ;-K,
MTW/^:ZR"E_CI9U:U.AMSEXN;&(^6Q+IC9:;I^H.2"W)>.W^";Q<%H?A=)\-4WI:,1-B^JM*T["Q;&FWEC[Q-VB
MVI&J%'0^NIKK2E$GS6_$Z3C\J\JHK?5I9B7/Q@^JB((J\K%BQI<49-$GHO-#
MVQ^YNSE5*JH#'\LF8G7&U)IG<8.3>T*U$R5<^CBM7;8]3U!N?>$$L+9UEONS
M88%PY7KB?DO:7X0!(&;R7QJ\X_!))L;/&9^';]-W(D"9/VRU,OI\373U$NA^
M*]6 F[QN ?HT3?X2WK%H*I)LKKFN9P5-?LFSZ:3X4-$+GVQ$4AGO3^!\JHI@W^2U-1(CCRQUCY54:7]SU>^/9AIR[-E_8_
MS2.V7[(D^A?GOIOLFK^W ;R]Q73I#\>SW8&I8&'GUC+/#YA-6LM51_D<<6> 
MA:<]'&V3I36P4;>EW?6":".3 $$;F0291&&TD4F0261#N[X^K,P#.J?HG,HL
M'YP(Y$4;)P(T*15&&YD$F41)M)%)D$E411N9!)U3F0H0HC/;8WGB1 .2^F9H
MSX_^]C8<_2W23A1$_GA'?Z_* Q4I205YGXI-+B<]^+N+60Q")42$QR'I2,YZQOR2[02QO(Y](H,_()\@G,/AD
MX^$*W7F[2AWK _;4F'KKVK$<7I0I$(9;/<,H)9[-,TS;8ZJ+LS=6SD3PY-3Z
MW!-HAN5U:,S"@Q"92%7Q(!/)S$2.I05>EW$Z>!BJZM H8,@SD?32 8JV)!FZK4\GYX[F6.8K
M8"M! /04602R=("BW5L6,6W-,@RD$<7\7I7@EYG%>\LKEJWYEK.&5]#)E=+)
MO19'TXGSN685Z9LCD.C*\P[1RU6:V12==X"BW=MYQ# T3]?1/D4:D4HZ0-'N
M+8T$6N"LLT:11=#+/3W\,I-X;VG%U+7 ]"3S#*X=E"
MD"I0>E)URPU0N&798=/^=.!INNY#LS)14Y$88,#=7V(P=,UR V0&=$"AX0\4
M[OY21:!YOGUTCQ)>_K4TH90-'N:)RD^A0($PF:K[4H#"+G7< (>8$>_$WS,:,G"=94;PBHSP;
MDTF>35A>QOR]X@E9P2*2C7!5N&=DJ6H$N!\%)N#)J8-5)DH\,GU
M7_5%*Z0GT.(!/3R0GDZN_ZK3$W3\D7^0?U3$'^JB.2SIP%LS'T]HG(]96F*M
M:S2&59 .4+0EJ;.Q(]K$&I@._X]>_WO:$#UY%-E%-V2F=A4A)#-PT@&*-I(9
MDAE  4+P@_K,5HK,)9*P6P=YZU4Y@,FPJ- P1"JJIE>0.'&Q*Z3J[OJB:7(
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MK9<&1)2WG95'1;57FG7'#MP[Q!_I9&3VK)Q\X0FE;<(Z-VQ3
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MW",S'#]NZ&N.ZV&NB9P:*X-=V/I&N#LSMRL[.UJHM@;1TE9;
MKN#F4_GAWK? ;POC:N^C%W%\P!L?&*-$.D(ZPO$!:'S(8/6V[4RXIF88,L;P
M9:L_W@+A_,;*Y:.-P'@1*$@(6VHDD4L_8OM2J#4X^U]YQ)%(X!()Z*4 U&Z8
M:P;2:/>Y86N!'AQWV0#>:DP?"MIB^L+I[1M9UM,5@1NU6W+K'>%&,H$"-VHW
M@-@[PKT[W)C\)1:1V\[>N 'FME>23;4
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M:Q"#=87;^*(G(>L6@:EJ\NR6]9*LS[/$L2
M8=]7M;Y9(0KDD8^UK<\__43S,N4F_5T\.995K[9$,91V GO=T4S'A794#FHJ
M1BEAP-U78K T5X=[$ XJK/1A]?9G,EVSG>"X%C8\QP6NA;UU"'V4Y21J4EX8
MS5/^=4'XUW4<'0/H"A"4#'"W3U"VH>GZNA@ JBH\5>UC"!&9X?BVMJD9;H!!
M;SDU5@:KL/6YS/6'6^4CV7!\G-JX1[B1
MCI".<'P <27@P=VV*^'IFFOZ$J; ]_#@I.=G1,+P(5",$/+Z))%+/^+Z4J@U
M..M?><212. 2">AE -1NF.L%TFCWN>%J/N;G]*'J%J8NG-Z^D64M71&X4;LE
MM]X1;B03*'"C=@.(O"/V9A!N9(C6&4*W#=RR*J?*RF#UM:VR0:!Y_L92
MR!@:Q]!XSP6$T2R)X4;M!F!N(]Q()BK C=H-P#)'N!4)C0.7Q*&1\?6G+%7^
M6<3"K-X+>\D[Q?)'8_^E Y=VC,=?RA%R!ZX)X"9X1/N8S@*B+4]H'M%&)H& 
M-NKVZ1T%1!O]! G\!,F/>D+9GGI+CP0R:7\[S\ VH)6-!Z[+: TA^ &MSX:\VWBXT_Z5LWZ?%F4\>J@_:BXNJU.7+N*(9;<?5,Z'X$"A("'$32>0BR4H"2.P4F6NQO""R"# 6Z7A5 22&O=-M
M24S0#E87C);.VEH)+6X0Q@W"<@L(]_1)##=JM^3&.\*-9 (%;M1N %%WA/O@
MQ/_Z4L2&YU9D%-\O?MM&2HTP7R\:I-(L']-D6R?1T!>]Q$,LY'EO)YMZUTG3
M'F\TYM*[N6-DE"5(=EV1/A#I*J=H'4?'=95SRQH0K,3ZO
M(,BF!4VCXM46_>7J_Y1[]!_.9J.C&BHD9$G2#/4W9_I9=5U,:#B[;NYO*(7S
M14(G!;N<_?&Z?C#OKS[@#W]=(UL3U_+0WL?-=LR!+4&^;V^];,,9^"[*YUB6
M Z)]9+21>R#LS\19X.2S .\V-PJX=*RS#Z75(SGW T-,\=V-V'U0#NF=\
M?!5%ER][2Q_K3=3I+?E$\S)E>7$73VJO\"_?Q=3[>K878IK&Y=$('9R46Q]'
MAJX%5I=\W@,(#1R*]>\O
M91;^0:Z^T3R2A.\!Z &Q!J9(8=?K?_?>2=VVGG2PEUH6";9.EC;2!M'>,;]]Q;.NPT_;#2O+@N-<)G/NE
MYAZ0:FMVG&H[ZT;]6/[.-V=&,Z6M9;_%;I/%B[_]."TN;BF=7'YI\F8_CM[3
M/.647WQB><6J5
M3\>?65K2Y!-]&/,_BI^S?!Y4^I71@A7+CZP*>/.+SVSTYNQZ6I?P^VKP?\1*
MY->;[*MA?K7JJ[.?FF33><\6$D^?)H0VU[56+TUH2F2L^I:2^2_*I!/HYL"2
M((0$/ZMONXG2'KB(]O%S*)&:D)J4DP]2$TBTH5(3A$#,43:7[1FX$1FXG/'I >C4)PDM64HD$3=UPCT6"\DORF)+IHA[:2K*$
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M=Q1GZ&):)\D3HGN$KI+,LL'W25Y
MT594MP&L8/49?J!HH_^$NHW4(C?\0-%&APH=*FF$@0X5;/F@0]7V/'QP'LVW
MNJW#+(E6)M;,4@LB'"UH1\D /U"T%7718)'5ISQ.PWC249JFBJ,%R0K)JC=.
M'P!EA^H%*I\OOG'J8'F<26+D0A>68CXA!+AAV5E7XRPOX_]4:>,X9"2:?GJ-
M/U"XN_ ,(< -B[(>-\8@82%AR8$_4+B[\ XAP V+L';?;MR=;RG_SO]C[D7N
MK)9]RV==]D\R7>P27^EPPA-+ZWO$?6
ME8XA/+&T3BVV[FJVB^2"Y )8  J0RW,G#IY8VB<7P]:<0#]&&<(>IFMVX$MU
MZK+V-:ON;;1SF)''V9-GR9;L[P1:9!7Z9K7\;<&#'I
ML[:B78)L@9[,G"TLXC*2,TU/
M/1G'#= N0;L$*OY T9;$D]D1;6(-3'' K%[_>^3=S$\F5?(HL@N<7)&NI, ?
M*-I]=:.V,&Z@NE 0JED ]>;@J"Q
MO;9/( @ *-RR%+!KG3)?9P(.[_%E?CM.$:FFO:LJ[< -?IMKV;J^CW:5&..7>149:3
M:4KKDUU81"(V+.58S0$N,W NC_1H]_E<"ECPRVCU2(\_4+353*M#L@$#/Y(-
MDHUD27$2D@UZ9B \LX4,:O[SD'>E_'&2LW$\'6LD9:5&:$&R$7IHDO,8>F@X
M::/1I!C^0-%&#PV5'6M\\-.C9KJV[:-C;@$'&0L;"+5?;&C?=
M>5/P\CU/IL@;N+_Z\1-MQZU6$C.-)%NM) S^]%K=);=LY!< 4+AEV::%?",M
M_L@WR#?2[>^2D&] +FX-' DB"ZT7]1-5+XH?_UDUF$7DBLN;WC()XG"]%-=?
MVQ=,ZZMAG0FF_8VLEJ8[/LS*7E*H-SAC2'7 9>"3MI?,).*3(]33@ @D4HK$
M@$M"*:VN:4E%*8ZM!>:N!TW5EW28L+D4HOA^\=M5>B*$>M'T*,WR,4VV5AUS
M474.60J:MWZRU-I9-^K'\G>^.3.:](&U^K;8;;)X\;JKLY]$1Q8[Q?]>%F4]"(0\F^M:IY?(XLF-
MS3C3]1_.9BA6RD-"EB0-V[PYT\^JZV)"P]EU/C(2.BD8)>S/U[7#^;,
MH@_XPU\_;>"RRNP: A"\H."^*I469'7,Q3]:O-) M(]J+%H^HGT\M%&WCX>V
M,W 5W-4#%6USX*$5@TRB(MIHH:-NJXJVP=%V$>UCZ;:.^[J12=1$&YGDJ+IM
M# STW)%)5$3;0+3A9"BB\X/+$S++!YP.4)==%&)L'E
M"2711MW&H**J:./R!#*)JF@CD^#RA+)H(Y/@\H1\:./R!"Y/]%T^N#PA+]JX
M/(%&CK)HX_($+D^HBS8R"2Y/*(DVZC8&%55%&Y5U!
M#M^M:.Y"H1A_GQ)#W^JV#K,D6GB6/VOKP@DR[?SU,XUS\K\TF>Y6"!.C#T:-FG%26
MT8/D=;2XM8UQZY/'K:]9R,9#EA/+T##0#"R0J6*@&?I9%(I%FB' #W'S^0=
MG1S+:5NMW#()YZA.P[*TNC@F?>42%CPIM"0R] )4&3!?A!J2UMJ6T4,CF
MH@-:6[G ([_ D,7Z,CXZ8C$9I-1Z" 37="0(CQQ]34=ZVK--)+#.KX
MP,)-"JS1]$M>:/WW%7YD*Q667J27%]#1@>1T.K8X>L\35#7"JBDQQ4-9WNGG\@9N
M&%%%@17E#ZAHX_(&+F_@\H;L,L'E#34#N+B\(?OHD"-@*.?HP.4--/X1?N!L
MU=G9!KU8WX!P,@=09<6#4$Y/%C+@WWJH,< ECM-SR0;#L?KQ$X5'-TI:KI=D
M54,1M!5= 8&+-NHV+GBHB7;_ED>027J"-EKHJ-NJHJWHL@50M!5==("*MII,
MHEZ]_79/#1DXLL07.UR,  F@TKRB!.+J<8LD@FJ;6X*-68]/UB[J2SI,V!S^
M*+Y?_':#OOP^+9OF8)GMIV"&+
M O/.3A:O>%^?Z(ZN_W V@Z+"Y?GW'/J0)4DSR-Z
M7JJO%]3I;'E\+XKX *7;?FPUI1_/Z:MG*K-"9Y:17]:.%Z0JOGO\:T?Y+HET
M4=@PQ"9>3DE*Q_S=7UW#M=W(8D-C9-MF&%#?MX.1Q4;#4-=-TWOL+)W]-;_7
MIY')3$U0?.I;/?"\<&DX8&683BF
M'MIV&+QT[] P0],SAT/'#.PALWS'TP,:>$88�PW9?NI6;@ZC[US2 *[4B/
M?",,& NM4:VKX?\UR,OB#P!^U#W##OPZ"KY;F^+U'-T,[G7FGUS
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MC1PTGJ>C,MZ)8D(YW/;9
MQHP^7<':^>O:Q;6)_-:AK;3Z(-*MA!R
MA;K5"/'=95QR8,.5.G(>B36/O*@7UK)I0=.H>"4'M4*7GF(.9Q=P+R\3;S<4
MC)49=JM30T5%J);*UBFIOK+43D#\U7,[Y>23H]3K7FWK'))Q"\,>/J;U>\U&
M+,]91!)&"]Y([HP497$LRP9EM8NLNDA:7VD!P1-+^QQE!9H;M%;:6TG=EF7:
M515_V;EEI34$3RR=<(MA^:!9G)!5?VX"C>*4IN'1C2"UI87AG5,0D.:9
M%H9TE+5MY,)K0DD6$CK.\C/]3[7_&
MT(KL!-37T,JY8;J:;[BO4%<5,U;DQQ\HW+V-J7"N,#7+\==P!0938!@I\_6?
M\(XW@!4:25F)81796:>O817#L%_$[)JAMS"T84.(Y()FKH$EH5T:V",.3ZN)^F@:7,:T^:7+(N^Q4F"MHGD7--3V\34 AMNT1< ^HJF"=(%
MFB8[T054TP1Z;E;;MLFGG$TH[S'[/F%IL3ZX8DL268$N/\7,%RERZ^Q L_6-
M)19ZK;)]MF @X \4[MZFXUJFYIL;\^(P*_<(&KW!J,$MSJ<64#]S<;LM7 YN
MBD4!H  4)1Q)$GDE-.E!!GD&C@0V?]MAGINLI F)GNU>NFV6IE:'?20(^?12
MFD;'1BY@(<==@UB/F":F0
M8! \8MQ(;/]6-EG:83*-Q#)A0;(1.?1QB\>?D>IHH0,?>$DH$;6#;NDM6]SU
M-LIR\IS3=GRXH0_L0Y]!N%23.$O)M[LXO"-#5I\4QK66%26A)?GUP]N/G\DD
MF18'HUO$WP]N[H3E(EI2^0=C6DYY,\7!9E?36S[BA,CXO./"$8O)$_XK\F/"PE)L8QCTG3+-
MWE FH6'([1*A#/4PN/KRCOBZHY&WTX+?511"A89Q6M4[XZYWN:!4? AEMRE_
MHMC%FPHO/NB_-XMX989E7
MS^="'U<<+BZXKD^$7MXWVV^*M;H>\U:%9?7N>8VV]+9ZR+K&7*QM3)R&N?@P
MFO=I^$#H9))GWV,^!!D?,0>3MCXPVZ(&[7"BT@=>JT1U<(.X%=U:@\0D*Q3A
MH9K4&!]QAS>P=0M!(R\L%N[XK.KPLD/1:T.,O"'6X< \LD#RL)8 1GP*R[Y5
M8[Z:UXOIF(]OP4\:5*.P)M0BO&/1-'E277+&@ W=5GW]RW?^UN!UL0>CB2' 
M*#?LFL>.!*46TS!D3,PQS=#8HT/BN^>GSC[.IML=.KLC< M*L-QF^EMEK75 6.C\(6'UR:!"94?G3\ZQ@,X?
M;/F@+07;EOI[G?+_JTCYQ]$AS]R"\,.'']E*,K9"MP_9JD^F5-^5O5URJHK1
M[<1*4!U$"&6ACE'?83\Y_XO17 Y3&8(< =.?BH>LG)#_/CQN&,?A@<89XH]\
MU6.^ZL"7E$Y>R%>@S6+%O$]@XCEZ5L1"^1\@7JA2IPT \T)%C4+8#.5A%DROK2Y][GOL*E5DQ&TQ^_)%,)"03J[VSWO%<)205
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M\3!.JT(HA4;*.R9(9,I(-N(W-T?'\#;S=_%G)**6,+^$UL54^ _+
MC+#O$Y;R'PFBJQZ7LS&-4]Y-?E]/YJ#.Q#GT&XWB6\R=KAK7$'SU=E]VQ-!=SA
M\.B#Y_L+]VW1**NU\8'1O" L%7IPZ,.O6<0Q_(I;C^](W=
M5]D/UZXVY,@;8AT.S"--) ]K&6*4)=RT$E133>*DF(XYY?(G<6:C%>,\%9E=
M4UX1WK%HFK#H&:V(;SE%3FCZ4+WK+]]%^L+K8A/?"'UC-+R;/6,D"*Z8AB%C
M@O(;/=P#%_'=95SR:35<.;E%' /Q:$YRY5TV+;@(BT/FN^JI"X@OMWFU]<"-
MIB>F)_?+YE-:+9N0)4DS_[TYT\^JZX(3_.RZN;^Q*$/1JTG!+F=_O*X?3/B3
M*Z?OZ=2Z;"'L&OEF[-@NI@"H$M&L3D 
MX4;>D7@6@%>Z$?(LT$TM]M6S@-J2 3<+J UWVP.AB]*RDO#3=C ;*Y.?5F>0
M:5:PL0(!5#^@9WK?3=U8C 2=GO\1;7F< #E870\L9'596+V#BG?(ZLCJJJ(M
M">FTSNJ&9G@;CY=!5H?"ZAW4ZD%61U97%6U)2*=U5@\\:>,OT-=#VB?U+FH,
MX#JL]*R.-=X@U,)W)X[ZS?8_D;H67%G:_7.S$3T\FEOJR@VV<1]G>:!Q]
M9^=2;],L']-D/[D?I[6M-&W3UDS2#*1F.+HS'=U'K\_M5\_5>=UNG!T;9B\K
MHOC9WNW\4&^0+-;LE7(TL6TR*^*R^OK%7FRU_FDX ^/@IRSM\*LV9?$&BLVL
MU>:UB-VS))N,.9K%8+T0%!TJ.W&M)AED0KQ7S]
M_O.'_[VZ^?"_[\G/'WZ[^NW=AZM?R8??OMQ\_L??W_]V\V5/<<(!X$E_;Q[W
M'9(HX^])LY+#\XX+WA(K=RGP(A[2X(\)<
M(G:%(-J!&-\\<=XFMW1RXTR;OYD0=M,U[<@;KY
M5:LWI%X>S/NM&CU=5NKHV)Z3?Z^M-0@P/ EWBY6HJB5!U695X@P&HGW<(!HN
M1!T1;=3MXZ'M#%P)%J)40=L<>&C%().HB#9:Z*C;JJ)M<+05/-4#*-JZ/O!1
MMY%)5$0;F>3(M<8-]-R1251$VT"TVT'[25X0+D_@\D3OY(/+$_*BC0*91%6TD4EP>4)9M)%)<'E"/K1Q
M>0*7)_HN'UR>D!=M7)Y (T=9M'%Y I^C.]A5_-
M," DZOI2YO$?NYEH?8XI2C-RD+@PZJ@T<;T?C5@H2MRB?Z+:X%$SK EJ\'R?
MQ#D53DL'HT?-.*DLHP?)ZVAQ:QOCUB>/6R^6E,= ,[! IHJ!9@#'1D&=>KJ(
M-$. &Y+EMON*VLGBS"BZ9=&=TU=(<1+:>T_G".G@]BT=)+#.;^W^,O"7,\88L5)EQMY
MR5\EF#/>GF\YG;PYJ_];H5T=13I'^A#][J#P".HW\HLL^'=1G$0-?K$W\0NN
M1^VUW'&H&;IL=?[ZX>W'S^0=G1S+:5NMW#()YZA.P[*T_MJ^E%8O8<&34ML,
MY1@:[UH[-M#*I21X$*HZ!ZM*-%#A7KD ! _NMAG#&+3D,JU"
M\,C1UW2DEXTL-JXDE:U:7TVV.UZK 8>@J@JL*'] 15N.:E)R+=2 @P^N(7*T
M=1JE90)NF49ZM'NW2B.]Q*".#RS0$='4A.
M)R#'%14XJHTK*G!E(PWM]'-%I?/=+^ 05%6!%>4/J&CW=47%PR45$)8(
M+JE(SB"*VN+JAHQQ=&"(4HW1X>*""AK_"'_OV.KH,4M!O
MFRE<+ (F0U !ES>4Y9U^+F_@AA%5%%A1_H"*-BYOX/(&+F_(+A-0.,?X0?.5IV=;="+]0T()W, 558\".7T9"$#_JV'&@-<
MXC@]EVPP'*L?/U%X=*.DY7I)5C4405O1%1"X:*-NXX*'FFCW;WD$F:0G:*.%
MCKJM*MJ*+EL 15O110>H:*O)).K5VV_WU)"!(TM\L[H^@]G,R@J7)Y_SZ$/69(T
M@^S-F5Y?%Q,:-M?S!^3SOZ(G9#+3_R6('[];06N/K5^0Z9/QP)7]C#1_"]5^
M,C*(X0UT\4"R$KHYR/,&[2KH[:7Z>D&=SI;']Z*(#U"Z[<=64_KQG+YZIC(K
M=&89^67M>$&JXKO'OW:4[Y)(%X4-0VSBY92D=,S?_=4U7-N-+#8T1K9MA@'U
M?3L866PT#'7=-+W'SM+97_-[?1J9S'3TH6LZMD?UH6/YS/?"H>&$D3&,7KK7
M&XVB(;\Y8N)>Q_.'WG!D&89CZJ%MA\%+]PX-,S0],LMW/#V@@6>$
M@4$#TWWI7FH&KNY3WPRBT([TR#?"X8CZ0\.+0L<;O=C?830TK&@46*ZAVP:S
M L8,RW&<46C['O782_=&@1F-W!&-#$KM@ V#R-6CD6W83D1'NFF\="^7!+-L
MPPET9MJ1.:01%]/("1CUC2'S7^POQ]AU/).&-L?*,(8!M?V1:4;#DS86'\6I^$'!;TV+,I^*S_@S2OZA^#\^U#0RG)8D
MROB8XR\C.9OD_.?\3O9]DA73G)$R(V'.HKC42#5N6<%_1DM&LISPT?@'XY=Q
M\4K=F0!LV3B==>;Q1W+=.2]]EXPE-
M'_A-83*-^)MKE>/F:7S/]?2>D5&E+)RL""1^5]7!7FFM8?AP5N3\M;,NC&B<=X,WGJLMORZHNT'
M+DBM[2?/E:#M!S_J5-OHMMU2^D33N9*GW&9O^SU:I7NS83E_(25)5A0DJU6S
MUE31BF4E;;DM?PVL:NMLVTCR,=YV2[V@BY9&TYR+>$YJ1<-J+;_F*4D^W]D#
M#_"5!]8)B-C=5HVYNQCQ.%-QFXA\T)E.8C=F,P,,L
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MU;WOLO$X2W>2%F8@(]_LC\1QJ7S\. +0[,E:)6V'O[%RU*VNH&!JAFUHON4>8W.T
MJE/6,8?%PDFFGUG$QI/9@G58V2!D*@B/C+*<%')B_,'\^7V7'^.&#^T'U+\SUT1209&#A_G'C^<%SN?U@FSA\89%9M
M>E$N@>$XLQ"8K:= #+0."K&W/MV<>!?J+B::KCF&J_GVKJ>%U9>[;D<]8&.)
MJ40JY@N9E>LR,O_OE.;\M\G#S[-= 1_2DD,?.)!3XQ6&'K4>H>\?]$@X74#?1B2_BZ!0JS%A43VQPT!^L$\<_UO=
MM&&61 O/"F8M:V*9Y'U5V*&C8U4[(#/P V=YG"PL
M>G4P0#H()%X;"(2/[D$$!G)JS.G 4
MY1- NYSU/U/>/Z0K!4<+"@#I"H  VJ6KO],\O-O5)>PN%'9@BC$(:1Y/>#=9
M21.2LWN63MEN]2L.8#R4T2XRZN*(FY6N)D2Q; =SL'UJL>UJMFVU'X;9W9A]J.?'-Z"<#GFY5^'D0YM<\WON:X'O(-
M\HTZ$D"^@1)>KMP= K[/F%I(4WP![K 
MP"40 ,1[^>"?MBG)U37?WECX3DLK4:C2R"F]%@!R2LTIOF8Z)XS& -HB"#X8\YG1A+#J
M3%I2L/P^#OE_:4+SF*TXUAQD\B%T@8%SG.#!W3$?:;K;9;(-/#Q5G6!5I0]9
M\$<^J?G$];ITF>#AJ:H^(_X0'29X^'?-)Z;>97(>/#Q5U6?$'_D$ I^X5H#A
M%QG"+[^PE.4TJ3)A:#2.T[@H17+,/%. BP]0HJ@J-^*.W!(!0#,WWNMRK! ]0514:\4=" 4$HNF%@
M_$6&^,M5^.]I7,3B,+B+G"6T9!$)LZ(\VD8DM86%WM*IN4BS;8R^J#"WJDH?
MLN O"Y](M >>/(KH N=;U08,XH_.&  #:+,GAMHL@38C_L@F)\HR_+!Y9QX1B:I:[L=8$*K0$"HWX(Z$ (!1=\W53
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MQB+ZYM/DNHN@P-LO!C> \B$M6W'
M3>!!I^J$J2I3R()_GZG#]8/V8R;PH%-5=1%_B+X.//S;IPY7\[S#5FM0=9$Z
M>HQ_?ZG#TTS#64,=&!T!%1T1Q76S\H[E_,?W_ -1[X7_*5).,&*"$1,I"6O%1!>Q%_='].8GT$>"J2"OJ+^"-_G(0_W!/NT8$'
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MKU  R%DJ2L7@N@"Y]0BL-O7).)K*.ZDO)Y<^34JR,74E9=8N"[<;M1>E(!$$NCDS%TI^,,P-=UR.XS=0 11535&"9Q:
M OTEDG-+URQKW9%V8 ,I$'+>CA='^8W-CI]JBBE+$CR!+B757!\9,A'/+4<+
MO'4'X9TN= )!5V69+I4E"UD$T%_V,&Q3,VQXD1/47A2 - +HQ-V1@3ZL0+/\
M+G=2 <10525& 2"+G*PTCF7B4=Z@(R:9V!I5YEG"?W'+?]B<[!VG9/V6*:R*
MHV94!1[<;3.2[9KM:I :@38/X(W]TG8[B=Q!2@8>;JGJ+^$-TA>#AWWH\
MQ;/ [A]"_47\9<&_K_QA![JL96D@J#>(>,K'"HQ_7QG$<#3'VFC7H I+H,*(/_I%ISDP4K/\=4GY
MJ+D2:"[BC\QQ$O?%.&&AWT-R?P;.V@< 6$
M==&0;%K>4V2ZFG]@-2?4=&0;*#* SS:M[QR0AVTL1[,\J%N0)%5X))W3RP!)
M!S#IG)N:8Z[+\(49#P(2[VR-=C:,@>K'3[@)>)Q'-0GUM$2#LC,S5HE1S31"
M 2 %R20 ' $H@'X+0)H:$:H* $< "J#? D *ZDX W86.X&5J04H^^58W;9@E
MT:KHZ5M:Q"%A-$]Y@PLR8?E2+M'EL:)+:@L1G&E5(+&37D(D!ZD9->N#.DX]GAI\PKV3 "<%O9R26$>SK4FH5Q6QE$,P@%@!34%P'@
M"$ !]%L N*<#1P *  6 %*2D $#F  $1SPFWE5W'R503!](*T@K4M(*;BQ#6H$K KEII;\[/W!C&=*+!") >I&37G!CV:GS
M2C:, -Q8=G()X:X.M69AW%@&T0Q" 2 %]44 . )0 /T6 .[JP!&  D !( 4I
M*0"0.4#]BY5>Q_@U@OD!B06+I+[&HJM=(+$@L@%;ED5B@(HC$(ID D%A4)98GD9OZ4FP9
MFL,?Q?>+WZY2#R',BZ8S:9:/:;*7QAR2&S-O_&3QBK?]J2[H/YS-NE;U\_GW
M',R0)4DS1MZ&7VL260G='.1Y@[:7TNL%<9\MC[]%D>W,&>+1]0/)N?'JF4A7
MR'09F9U0WQO_)<@7A=$-K.)AE*1TS)_U5:?#P ALCQ--9.MF. R9Y9E!8+A^
M:-I#]['Q=/;7_%XO-+RA;EIRE>X.1/G)MG^HC
M9MENX/DT&@6,N:.A9T7.,'KI7L,S L_R SWR7-NS1]30'>I'P] S6.1$YDOW
MCI@]M!W;-TS#X'^YP="A3NCKMJ4;D6NLZN_V,WV)=DL_\
MDP_S9Q8D2\FG/)NPO(SYH_^;)5P+TXC\HV#18,T<^41O?WRD)X4HO=W&&H94
MK<7&[C2U;YC&9_"0<)IW?0H]8C]/V#'GQQ,G6A1ZU'
MZ/L'/1).%] _64H#$Q12?@5Y_?$:*\+]_W=*\Y+EY'T5X3=UPY8C6@1>BN V
MN"J ]TZ)+ZTE8JP8-0LK81T,%\RTQKRE7@L ":QK OO")F7#8#I.^,H-(!3 
MJ1E,EB1+:1GL?Z:\MTA>"HX=% "2%P !=$E>?Z=Y>+>K\]A=0.W J@\@9'LJ
M4=YD)4U(SNY9.F5'.T($);:_Q(ZV"QBBD-K>5&,XAF8;=HVT(H .24W3G%\EH*':-*(Z?T6@#2U//OF%,<
MS?-]Y!055!H%@)P"@5-\0_.=C79*=[$90#L1)0O-?&8T(:PH19&Z@N7W<5!:8'5
M$I^@/B.?]!A_\'5%CL0GCF<@GRB@SX@_\@D$/O'TC2G &(R!%XSYA:4LITF5
M)4.C<9S&12D29^XE.845NNS0FL ",76O+8L%%1H))0>XX^$TA!*X&]<7N\N( .Q(K0L(9GZO"K)
MZA.#EQ@XIPDBX*VO:EFVYKM=AEX@HJCJU*HN<<@B@1XSB>EH@=/E3BN(**JJ
MQRB!4TN@QP>Y6+KF=9IK Q%%5?48)7!J"?2821Q7L\T35KH!6.=9EB#+XY%0
M'](P&Q^MP(WB(E/--^H"[]9IR-4
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M=P)&?=#JZ3'^O>4-0S-='S%96Q-6!T]F(Y"P5QQU-\FS"\C+&L J&
M58#"O=,DT>7@(H\"N^A@M&!T!VVL'N,O"WVU;6.9;I?5?^'AIZK^(O[HHYV"
M/QQ;3866[Z2!\*UC#=[
M&A=W526=;$0B-BSEB"N!%Z1BGID4!\V=.[X)+6$'A*+*,J$KRQ2R"$ :ZNB?
M284#2(8!A (X-8-UX!/*)P!D,+GEAPS67P$@@X%EL.["6A#/@97.@UJLC%X9677[@?%*(@+<>SS)=+7#7U:H_(*0%$3Q5IW-U^4(6"?29
M0#S-MCLX)P*JJ+TK@U!+HY(!A*0B$\X<7Z!TF*T$$454U1@F<6@+])9)S
M2^=,R9"&+ 'K+'J:F^PY<)PAU& 4@C0 Z<8%D(!''TRS;0Q9108E1 ,@BIW)D
M/,TUUQ47["Z.(O^FNI.%43)QF%:99PG__2V_K3G-/$[)TB%;6#2Y!Z$6>'"W
M[BL9[9@X6%T'H(6#^"-]=$L?AMUEH 4>?JKJ+^(/T4&"AW_KYD>GV2KP\%-5
M?Q%_Y(^3G&9NFIOX X,L4@59/DY83D6A&_*)YF7*\N(NGN"1YAA?D9.@#,UP
M-E(4AE@DF&)5)0Q9\.\K@YR;-AY.);'>(O[H&IV$-US-,6QD#GDU%_%'YCA1
M_JSNGRZLD_CA X31LJ,\"_&64J*.YJSNRSAP!PM
M=P7E>HA<_]J^F-K?(-"=F%JWC@+M_[/WILUM&UG;\/>[:OY#ER:IDJH@#K%Q
MD>-4*;:3\?TDME];R=3]R04!31$)"#!8)&M^_7NZ 9(@18JD")"]G#A.N*'1
MN,[IJ\_6W9;3%6N!D3A*+LL,C42#1",XT9C&<-!0 %AA94?".;T,5"*,A'-0EINKF#LO,R[B^CFF&$ D *DDD . )0 'H+0)I])505 (X %(#> D *
M:D\ [86.Q"OB$BEV^E!V[3:)@NW!U)^\+/39$>4Q=#\C4YHN%1E='2O6I+9(
MA?/SY(=; (+#A5\RX*\HW$A_JC_B#_BC_PC,?Y"!IBP
M/D_<-6PH5L'*+IOV#26JNNQVS!86L F)G813"Y(,DHS\)-/M=-MA$< 2@ % !2D)("$+*B2!#Q"+-D[6T8%>P,
M=URTIEFP27ZX!: X7+0F _Z*THTL^"/_H/XC_HB_6#X>XH_ZC_@C_L@_$N./
M(2;Q:O.47+&FN4QE6$G2DHC47ZLFB&X+,)T@MR"WR,PMXBY1$T3'D6.08T1=
M+R(-QXBZ,DT0'4>.08Y!CI%P09IXN.)Z-!009N@UF(HQI(.FD,;X(__@!*VZ
MQ)"Q5,)?%L],5?Q1_Q%_G?%'_M&NIDCK#;_>AOK-NSI=ZMJL
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M9OEFM1ZU7C_H4>M1Z_6#'K3>-_AA8')/9T'V>K,Q9Y#E%L(IN00$11NU&[4;G7A1NU&[587;N'M?&G@
M1ML>;7N59"8H8>'\@-:/NG"C=J-V:U1EJ:JZ[X7_QN*H':R;=;5 ;\+\\9FZ
M./04A!LKHKH.0A0LH^\@H= TFF^$P/ND$\XG+\W"Z=2+'W&$X @1%.^3CI!W
M\*,DQM$ADU&&P^5DP^7+WT5;.Z&@"R.;"[-^.$@EGV..G5^].#C61*. :$[*
M<^WL\"''&-H-9W.MC-8NBG4-=[AU52PJ.RJ[(LKN-'9&%BH[*KO(RNX8]J Q
M9E?2 5#)WE=;&DT3S4]%&+'.903L?A).IBG(>T+CO)WCB#%;KEBP29()H&^V
M:=J+!R&JL&HJW#7ZO38M=O$P%-^(44IE]X2;V!W+A?]UR[^G=9?(0F:7&/87
M=\!H8?6[XEO]/Q=I'.9%2@TR"K^Q%Z7]3_\NPBFS_C4T_E\H-K2<3HJ_7M,0
MCB <03B"< 2=W)## :/+@!';\Y%FP*#G(X;G 7H'NGH'0BPE.N: 
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M)K][&(-"Y+R#95]+M6?O2:6#E2H/9JJR.Q_.+UE;-%5_VLWU
M%5\/81216TJ\29+F\/N L %%1DF1DD?JI1E)4K@BRPR^;MY;LZID0Q-F=[F!
MSF:0=M>S/1-5]5%AB3\JZH]RG89>1'Z/0S\)*/GMR\M'^!X3%F_T9DS)M$C]
M,5.3:1J"RCQX&?&B*/&]',2;)R2'W\2@ EZ6T3PK7?64!J D&>@._/(A(T&1
M@B+SGS)%(!2T/B!OJ4\GMZ ?=M<@5M=TGI[ =-C#L.NNPAQ@]]<^WGD80Y^2
M(@-]SIZ.W":1O-I!;V >63&%NMWOYV.2-OFM&KV8M79<.@-EV8?[]_PCG+JK1O^&M0-GHZHV-F7!PE];U\L[GQ
M(4<>?-B35T[M"*7AQ$BO8TL\%&2 &+2X?U(71VJ(FTAW5'Q?];;?L;#@:"W1
M'@:0H)G'BN&4?+:*6F1[-AS3.*9Q3..8QC%]BC$M2\E0(X/\I%FGZSA@^+6B
M!X=SA !ZT"!IG'#)$/+5,0,XQY2- $/D9%$<87%NFJ4_L103
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MU9^OMH?/JII4[TLE66*CE0OEW/RGU^WT1#[;]M2SS>U,?/'0V]4 \SMGSDK+['5/D4UL.EY1/F51:R_J6G:X2IVMSP(M#
M!TQCKZ$F*K,V>K*1;$-116K56J#BFY5MB&<-;36Z04G7;&@/(?757>PJ1$7Q
M%Q1NI(\9?3C;Z*,]ZTB@P^0E*''\0OTB#?-'$M!IDH6M;!BVEH103*>O1%U#
M5N*)I7%ZZAO]09OFC7@0ZF7>R(\_,HNTS#+4S("$(YF-J&,!9E[9/'UFO?N^H;K-K0!G/HJ+J'])#_^@L*M
M+V7T#,?M8DA(PDE3S(09"E1H2E-*/!+.X(@_XJ^1!24_W *HNY!AJ1=L;B'^
M=-UT8.HFR;V(1:.J]>I\.QD)XE'""%?)<+N(@FGL>=D=N7+ZL(BRHU)L"N+*,](,B+)E)989030)?FX
MW"$J(S0.X)=/=&'?>]:76A!>@WQHBP9Y)C:Y;V.\K/'01GC^N(FNV V P_J2
MS03ML9VSX/?S@0.?,*D+*-;&0&Q GBF]\U)F#?#Q\":93+WXD6O=/[_!'8:O
MLMFX@9]D)1-EQ$LI@W>41&!K99V:ELY?74]@MLO+H39-0_9?"O\+,C+V[BFY
MI33F3I_'A))44&4LLN=IEO#C"AVIT)I=]TS1IT^@HN[50GW64V
M?UB!2O)I.)P,'J>""]<%11MTVU5PL;*X:".3'(])S.8/5T*TG]O%'M%&)E$1
M;;.+L^1Q):WE<A1:4>I0E8Z1
M-9G*>Q%^])BUA5]Q\A&>_%4,STFD_L@^:'IJS#XJAO0$4'^,\6&,3U+YR,->
M:\MD-=MUH=FPWIMD,J&I'WK1,TOHFO4UY)>7H,-C/3W)#[<\_+2V^%8I 8CN
M7:CHW(F+-EI#F$90R!CZK8CRL+I5"]80YAUP>VLY5?*.#$Q1$\XWSQW291L#'I15)Z3^."9E?'
M2I_(+S-Y^$_1!2&"PHWK.00PK^2'6QYZ470]AZ!PKW?G$&ZD%T7I96V60GX!
M" KW^CP#PHULK@C<2I*)3&R^)HL@OP $A1OI!8U%S>AE3:A??@$<'^[VHO6R
MKU AL[^]E@/WRW'ZM41AI10I:D>,8U*9IQ>H;_4&_*591<0DZ
ML@JRRD$^F 0S;=.L8MN&:5K-L(J:>R =3ZO/J21UM()+1;A(O?1HJ\?U,NR7
MU#37GSN&;0\OD$SD(1,T'&4@$QDV-&H\RC5TC,%@:Y0+ _+B!>0=#,@KET'4
M--0^< UG:&*H'6T;,="6AS T#:([QK#?&%^@+X1\H0M?:!H>[QJNW5 J'\/C
M!X;'1Q@>EY_%96 1E5EQAX%LBFD!C3[AZ=.'P;YHF>G;/Z ^'&-*6
M+Z1M8TA;.1+2,Z3=LTS#=ANJR%+3W!9489$P,*1] L(P+3!:&N,+]'*0+W3A
M"SU#VI9K],TNAK2%"&G?84A;?A:7@4549G$=0]I]P^SC8D IZ0*-/@QM'SVJ
MU.L;77MKX1.&MMOGDRU6(O_QBM)C7%LE!I(CKJW.?*NB>2XNVL@M& +7^,PD
M=*60;'0A&SGBY\J2C9K!=VG@5Y/K)8)?Q14F#)0C.TP8H&.A+MK(+9@P4-"0TMF-$Q=M)!M,
M&&A+-I@P0*[7&7[%R4=X\L>$ ;*/OO"CZ8D) P75'Q,&FZ1SNFWR74P"M$)@
MS0JJC4.JY4@5-+WMF=5SC&&OL7T25?03!)V7D5:DH!4YL@1-TXK9-WH.;KF/
MK"((VJJQBASI@*99Q>X;W2%NS/]"5FE6J\_'%ZVX2LCU&-='KIY4]Z05M"$1%J1+ZS?-*TXEFN8+F[S+V%HWL'0O'*Y14V#[D.P;
!MW1
MMA$#;7D(0]-PNF58MHN^$/*%&&C+PQ>:!LH'AMW4X8<8*#\P4!YBH%Q^%I>!
M151F<2U#X$#C?=M<\!%49#\.04HF6X>^ 8_1Z&NR4,=]L8[E:.A#0-=P]<
MH^\V%KY2T1075&&1,##NM TVFT9CMF0>8'1[@.C
MW7]BM%M^%I>!151F<3VCW:XQ[&&T6P451D/PY!2B9;2[US5ZVRU!C':W;Y)L
ML1SYCU>4'D/=*C&0'*%N--D1;>06V;A%CJBXA#O2Z>Q) W0PU$4;N043!PH:5#J[<^*B
MC62#B0-MR083!\CU.L.O./D(3_Z8.$#VT1=^-#TQ<:"@^F/B8)-T3K>5OHM)
M@%8(K%E!M7'(M1RI@J;W07,-L^O@=OL8D!,#;=5(18X<0=.DL8H/L;1-.)T&=@".5W[T'ZS0JK5?5ZV$LM!
M#D.[%#E,O@1!XTZN;9A]:X.3BZ%]\4+[#H;VE[0XP.H[1<4'A%Q=M&=A"9;;&Z#A&QT\M
M+T%'!]J2)VHV
MNT.C/S1Q1T:)Z 0M01GH1(;0?--T8O9ZAKL]9H7A=?'"ZWA@JWKY04T#YT/'
ML,V&#E=3TW@75&&1,+ L_@2$81M#!X/B2!>"H"T/76@:[G:-OKGIN"T,=PNG
MIDC*&.[6BI3U#&0[EC&TAAC(EE=UT9X[.75H&;1VANQ0,@Q:RQ>TQH-4U2,A
M/8/6MF,:@WX?@]8R.CQ(&!BT/KK#XQAV%T]219I FL!@];,TT1MN.OT*@]7"
MJ2F2,@:KM2)E/8/5UL#H#WIHOGL*8B+-I(-1N_UT7;TRY!;=.$6-:/WTA@R:H;SI8%?3:Z7
M"'[%R4=X\E@P:"<&&BK1BQRI 6:)I:!/3 &?0\J!G3%Y=4D,(Q8H\4+E]I\@J:!@BJ\@7KV^<58QNSS:<
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M_3%#L$DZN.F\\")2;J\N.5(%32]HLHS!H&>X QLWR<&@G!AHJT8L\;_:Z+2ZN15L1 6S5:D2,CT,*F?OVM^XIB3%^*L YR.H;PD=/E"_0WS>GG
MIN':Y@62B3QD@@:B#&0B0]R^>0/1Z?4,Q\(=>B2,ON/F\^JE#_6,J]N&[3C&
MP&G(5U73?!=499$RL)#^%)1A#@S7PF-:D3 $05L>PM U%C[ O>=W5&",A2/\
MFEG7,M&WCF%OVW &>-20&OR!YA]6J)^D%,+H=[=ZC!CI/CC2C?O2GUQ6$O&1
M'"%OA:=C%%'TQ,3!PJJ/R8.-DD'#ZX57D3*G?,A1ZJ@Z=W/^CW#Q-WUG]-S0:=E9!4I
M6$6.G$#3K&)9KC%P&Z,5%=TOI!6DE8-\,@FFVJ9IQ32%2NA/%^/"I7O82E
MGI'\@6GTG"%&\M&T$0-M>?A"SQB]V7.,H8DGIR%A"(*V/(2A9_1]V,78>U.!
M+HR]:PR_#.2A,GECF!W#[%+)"VU-G>E*QXBZY?0-IS>0,J+><>$7?),9\L\N
M_T=V]W7+G,!_O*+W8D?4A1&1/#S4=%!=&!$("GCC?@("CB0C.LDT'8D71@2"
M MZX[T? D=5% UQ12I&)U9L-ZPLC D$!1Y)!
MTU%#DFDV&"^,"$Z^^4WYUKN-Z#QJ'(3W]6^W:,Z?19:'H\?RH^K-5M/Q*Q:NOJR0BI-TXD6[YDE-JYXH/20B/G_:Z9:GFQ?%FX/9HX8QX)]?
MDD2(/HS /V0XSV-R"1)
M\SOOCF87)&1/Q7Y* S)*DPD\[!UOR9L (>89OXT?>5D6CD+*GHR\2=)IDC)@
M>)?97_*1=X3=RH/.P[W"),@ZF@W26TT&Z0>FB?/A5*K<8DQF).>#. 55BPOH
M=T2SV6?;!O:YEY& CN"^7-,^)#,E^^>4MWKQ]=6&0:52 _OY=A/DC
M^SWUTA@:AW:B) /EAN'R[/$D!M=8QB&EQNJFL+XF"OMK$M]=1D#.0-991AFK
MI128?C)-PPP^!#UA[+K$HZ"_,5/9&74:H$JW813!SU.NY3!UT/">F5=^2
M)'B [VN,3@Z>#4$SWT OO?B1W8Y9L? $,0GAHS#E'?7' "5E3W#HS9ZN7=VS
M 7/8[PP/;82 _D1L'H9_*UF54UG)"&RL@MPF-/7#:OHMY\#Z?'U;9- ZD,YL
M+IN-\D<@"$)CUM:A_7P+TI_G'F<5LEJW&C_8J\GVM%QM#[5"HN&#_DWS0*.%:_@[8?VE%M;?! $[;<;-_5
MYGAFYOFS'U9F99C3258W/7>S5=>8NDE\.>/=YTSM^05+%OS<7*\L$'[E1E/_
M FB&/%!X'"\KN^)7C$NC$.[FE2,MAM&795[Z")8,Y^+8#X'YX&X(&.1A'/IC;OW-1G=I5RP&,2"A
MV[ =Z39L#QYV5L?&8=?NL$/+=/.\!;.$ EF7>/-8P&NLVC XV7^TF
M SXC MAX=[0,V; 1M6E$+ +&3U2ZBO2@1G.-#E&C]]1H"S5::(W^$S5Z3XTV
MF_55M-%H08U]LBF_M.')ET4.3;T^,ZN&5K5B?B5_4]4*D?J;'_Y59)=WGC>]
M^N*/:5!$]./H2RFMSW2:I"RU^SX>L3(@)IJ?'JLO;P"XGZ+$_^O'?_P/(3^L
M:60,4K[U,AJP""KH#;_^,RA$&OH@]2\Y7'P=!RN?_!Z'>7;MY^%]F#_>L%S<
M_$Y,29B\/M/1Z[.W1/WM?75]5K?E)%'G3
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M&I!S[X*LV^>OI5$@G(R:GUU[ V/@F&W-KL(!J-?D*CW\@J*M*UM8=FZ?F\[0<'KV!-J;)GE!3I A*K?,<*0+^@L*M+4E8O8[=.]TL>6!P6W2-
M;CG5N;KUOBS)3BE&ANG:AMOK[AN/W71*;?,)3Q&47^[I5 $!8,I34GJQ7&A8
MVHE7\'!+:TE/_X*=62-[@JNSYC_%%OWS\V!;5BFLV-P=X]Y4CCL])HFI8=?4+1U)0K+
MZMA]62=)W:(KF )M8Z8TAZ+-DB+HM<[3I CX"PJWMCR!65"99LHM65#GF?,\
MA(JS2#$T;*=G#)VM@P/3H/+.IPH( -.@DM*+97:Z)US'(EZD7&3-GZ=!UYR3
M+>88D"%*XYB&O3U,@]E/7>=7 ? 7%&YM*P*KL^8_11;]\\M
MMVN8MB5:7%< M99[FI0>?D'1UI4HP+5TI"T1TBVH@MG/-K*?QM V19LG1=!L
MG2=*$? 7%&YMF0(>W#ZA/WF(Q]YQ)=#I(V= 72DRH*U)KOEPB]TSK.VKM4X4
MHA5F!,@]JRHA LR#RDLRP_UKD,JWWFU$YR((POOZMUO&Z9]%EH>CQ_*CZLU5
M&.< 3QC0Y XZ-W[%-."R>OHX22=>M*N>#>MJMDW'^"\WG.SQ\&T^ZN&XX&TSGWM.4ZNY-K/3DV4[7,6':4&)7#J<5
MRB'#SG !:26@E_>27_\^]J,BH '\A.1C^M12V;.]V;:Y!S9#/M,L3T.?I;>_
MY(G_%[E^\-(@(W=5SANZRW;8( \T;:#3W1ZXYD^WZ]BWT]YR'_.$0_HFF4R]
M^'%QPM7P5<:^B _N]R@ITH,[3;]1O\C#>TJ2T2CT:9H9Y+FCZ27^GHK^0AS/]K@/K>@8G[GPZY&8,B9P3L7W(=Y^,D?B3_+RWN
M.IHQQIK-MU5FC.Q@[>W9QJ%--#%H/X'ARV;1V*>D/!"+/(Q#?UQ22T3OO"AZ
M?,([<$GU,S;$^4?36D-WB1=E90MQDI,)S8WJYQ/OD=Q20KTT9LV-2%;<9O3O
M J1)'N'3K,X3:]J$#K+F=!M=_J%R%G%TFE:G)_J$/ML-XC@3NM/,A#XP+/-P
M&V2/Z?S0>^4/22L3>7U"YC/T+^PLIO]X=S%-=:.00$0*$'F"=BP#''11)EAG
MTP2;T9S2E
MV1.,F+[D81)SH/PDSF#PI(#5##.&E>?[21'G+ 0]+=)IDD$3P%AB$A.3,CQ'
M3'WV6 0<"B[F,"4!G7II7L!#T]&(?0U7+0MR9DC=\T(N)NCK:1I&9"YGO5AM
MS=97R&K/.OM63PA:&Q5C,;)D['WL0
M!GL?L1ME=7DC]S0__*K++
M.\^;7GV!'@9%1#^.^%QQZV4T8"#3./,8 2Y4AVO.=1RL?/)['.;9-3.(POSQ
MAN68;F ,_A3!5S_^XW\(^6'#G7Y:O1-O[>.4O=S0'N-E-L _T]'KL[=%RB_[
M:L(?IKU?;Y*OIO75+M^=_M_[L\'J941>L4+TO,WU+.=25"\OTH]GM?C^G
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M/0GT)&2?O$&>WMU^4SQWD:QEGX=+L*="3T<20 ?4V\
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M^'SGYY.Z$&0AM$M!? <%O,)C2O!7MH%O0)*4O&&;Y4=1&VL'IBXHVY LP5R"C@HPKPE_(P2SG2
M U),V6W[ ^)!J/",C:NMY4X(2,$8E@DSNK#Y !$T5B+&P"71IS;QY8=; '47
MU3X7(C>#M3S*Y.+/S2ZSU[&41TP:TKN41U2\M:W=;E]82UT(G96(-+!R
M1S7C'06 E3M"6>];*G<<BV[1&(!Z+""
M,\Q^QVYS Q_Q(%28,90LSY$&?ZS7D2_BKT!&!NMUE,G G[M8KB,N"V&YCHAX
M:UNNPS.JPEKN0NBL1*2!Y3JJV>XH )'+=3JN*"(2J&+')>??\8#0RL8ZO(KG
M0H;:G?;$VD*T7N3-=<09'P)0V(E*>,21 5;QR,LSC-#;W)!33!@59IF&:WG$
MD8'L+--XV8]$+.,8 V5$MH>5R]=QO1M?Z #":_&.)3
MHS8.%PM(8@.HN5A &@'(LBI 60'@DH*34Y":2PJD$8"B:PQ$$ "6&PGBIES?
M>V'$G9-1DI([MF#@I&Z*@.)K?MV?X9@]PQTT5!2L:CV2J-."JN5' DP+:M4C
M*2L +&8Z.05A,9-XK@$*H 77H'S++-2YY1F$]_5OUST'LW9U/R7*\\VLY+GO9\N]7;V&&6S<,_79V854MYH8]2G_R,AJ\2293&F<>RT1\R1/_KRHI<>WGX7V8/]XP
M6&] Y#]%\.6/__@?0GYXKKU/WN.$QOGU@Y<&]?;^\**"W^0ZRXI)^=ERV\2'
MQX(WG^GH]=G;(N6__FK"'^9\+ZT\+K91F7HXH)NGI?
M#I,EK5NYL'(ZNMWOSV;PGW7/^/MLZOFS]]7UU7B$P1:Q%1I7
MLQ>ORH;!&^O"D/O^U6H'EW5I;Q^WWQF*O.*IW[%.:MH?,#R;<6*MCMM%^1S1
M]<+1<"RT0;>%WN1!+;11MU&W544;=%OHO7RD0;N1M F:E&A22BP?G';E11NG
M7=1M5=%&W4:3\F"TQ8N_HXTIIXT)CYU-/1"0?;9E)'4[79&W03Q\)/DTSFEZ
MU+*J=DJF<$+'"?T)VHV7I[%S19JI3,,Y&N=H:G-/1Q@.  $1GMDPX07O76RL! 2UDK2[G1:M]3\Y:*IK((
M CHIU56UO7)8 2)(2R,S0 2X<7#()"T<'#@XA#23I9.6;':R0!MF'"Z>/XLL
M#T>/Y4?5FZN0I1 ^BWV[(P*?"2"%GO?6WD5
M6-0PK%C2$BYVZ8M*AR "NLYFJQ2FJQ_))&7AU&8/Z*5
MVIB5.FPU!"H<@ JS&L[>J.>HY[KK>;=C->:.H9F*9JKX=17"V:EOPWNX<1R0
MQY!&@1RV:ALR;9S<[(XK[!PNV* 0G=N4*N%#14=%1T5_68%*KS%-Q_I1HWEW;WM\]($8?E+W^'%^89": U$&'V^NS2/OO1=-V!TX.Q
M5'OX@SMXU =VEA[8V?K CFWU!S(_\.KY#5L?N.\X_78?F/I%RJZYS9=Z?IU]
M_3C:0S8#JSLTN\M=732]^9YA\/KL?4XGEUW+[9T]VX6OU?5?V87OXRQ/"SZJ
MOX795S\*O[XITCS,WO MK'[C9_)MZW3/*2>C/?M\2"=_3HKT)^K_M6L7[:%C
MF?=S.?H#9YV:<%)D7!S&3H%QW^CQ?%17Y]3^-B1U4Q!ZYC'0;WX&"X/X-FI_OPA6,Y_=Y!O7;<
M WL-/8Z2Y*\O84[?AV$ ?WWXZ[T/;W<>E?7_XNP!C;L8M]
M]]BL_"E)\_>3*4U#+V(,?1T'C/9^\5+OCKZE]S1*INR"':G$Z@GR )]I[H71
MCLI]]+FPWNDO29&/=^RH UQWW)Y^";^5D_8[YDD],FA_#>_!\61SS!?0CWCU
MPVLV';&/_P,F67H?TH<=31*W:[N'4PXFSJNZS;+ZEM]D[YM=@^<#-WG)T-7!H-_:R?W-?BAAX-F#;FM77RYP6_V
M^W:SHWIK9YLS^/L-&\Q;NWZHA=\=V@T/\G9-?*O_ H#K'-H_C!]>9.*#9_("
MX^);%E[%8?3Z#/I SY:FX^?=PNT/L;_%_Z]VE.'T=OSV+@INQ[_T 4YJQ^_5
MZ3WL>-L9]EX0 SBDIT>TXVVKWRR//!_OV/KH39GU+9'+(<;ZP'4.#-V9AV&[
MI[%NNV9;E@<,0R^$*WY-XCM08AI<9QG-LW_3* #I_I[1X*?'F\6K9SZ]@3P:?3MB5\R=AU_Q&__M?+P;K\-?$BW<010\T
MIW=TKMSWR69??J%QF*0?DISNHF8]9BU:^SUO]MR'O]4U:0[56 \
ME)#=)E&PMB3#['=J3SM_];0$X9 [\6<'74U*#;H"CPIL^CG<7][]\MN[#S?D
M\[M/'S_?O/_PRY%01YUZF4ZMGI0PIN1- O-N_$@2,(+!3LS@]R]0H96& 7_Y(0$;@
MK['.PFW\OXL0V!L&C@&$/W?A#,;.;'KUV5>\-SF-/0 @I;P,8MX3,DI2$N;9
MUD?FGVYZ8,+FB5$2AR!(>L "!SZ2Y+1HN%C*J4\$ :@
MILF$(0LL&@,V19RG@"Q\[[/JQJ "G1[>:[97X<&-9(1Y?PU@^);ZW @EMFF0
MM2>X[=NB09[9]GS?QOBY7 <+F;%!$UVQ#VY$GH'!^ +&-SB>,/:9Y\G&]FQ\
M@$W-#2#.%S#^!53#QH1^N/YM%+KG$ FHQF9E,\\5):?N!-
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MNW06-X4V:0:?E*&MEZ#)OKL*%JQ6*W^_W9#++2A_9I%%7+VUZ?=<_X^VSJ^;/WU?75,CJ?833-Z-7L
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MTZYS.F4[BO7A*U'R&"'68F- 07$#R,%T+&W\(
M)H!C4QV7$/M+/K+-_XZ5U5!*9F(/&F2M4[-6"YN,""8 Q4*/+?B3(@A,T/&!
M!'5J@FHA-2*8 (Y-4%^J;9'ER(M()RS%$B.(/_H3,LT6C:=&!!/ L6<+LN*%
MD_/@ LU:!9D+[=Q3V[F*;W1P@H)HOG&^&+D2^6M'VY3<^B,SEY->\Z/6KHZ5
M/I%?9O+PGZ(+0@2%&]=S"&!>R0^W//2BZ'H.0>%>[\XAW$@OBM++VBR%_ (0
M%.[U>0:$&]E<$;B5)!.9V'Q-%D%^ 0@*-](+&HN:TA&== _P[YJ7DB0GG^Z&\7!=ZO(,;OB0>M/7
M9^7_.9*N/3!LRUZ0EF#U0P(HNJ#S,-**%+0BQS&H3=.*U3?Z@WY3K*+B$G1D
M%625@WPP"6;:IEG%M@W3M)IA%37W0#J>5I]32>IH!9>*<)%ZZ=%6C^MEV"^I
M::X_=PS;'EX@F,8;\QOD!?"/E"%[[0-#S>-5R[H50^ALH:T+=?HFUT,:0L1TK[#D+;\+"X#BZC,XCJ&M/N&VE2I
MUS>Z]M;")PQMM\\G6ZQ$_N,5I<>XMDH,)$=<6YWY5D7S7%RTD5LP!*[QF4GH
M2B'9Z$(V'& B0'E2 T3 ^A J(LV<@LF!A0TF'1VU\1%
M&\D&$P/:D@TF!I#K=89?=TV^2[F 1HA<":
M%50;AU3+D2IH>MLSJ^<8PUYC^R2JZ"<(.B\CK4A!*W)D"9JF%;-O]!S<Z0]R8_X6LTJQ6GX\O6G&5D.LQKH]<+U_TOW$+LNL:
M3G.GO"&MH F)M")?6+]I6G$LUS!=W.9?PM"\@Z%YY7*+F@;=AV#;F#T,NJ-M
M(P;:\A"&IN%TR[!L%WTAY LQT):'+S0-E \,NZG##S%0?F"@/,1 N?PL+@.+
MJ,SB6H; @<;[MHUFGP(JC(;@R2E$RW#WP#'Z/0QW2QCNMC'D:[76/8PVBW"BJ,AN#)*43+:'>O:_2V6X(8[6[?)-EB
M.?(?KR@]AKI58B Y0MUHLB/:R"VR<8L<47$)=Z33V;D2%VTD&XRI:TLV:@;D
MI8%?3:Z7"'[%R4=X\IX@E OC:'3&3F/DBR[(,D(,P3*L1MF"-"34!=MY!;,$"AH.>GLMXF+-I(-
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MAG8I
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MAT9_:.*.C!+1"5J",M")#*'YING$[/4,=WO,"L/KXH77\L9R'8L8V@-,9 MK^JB/7=RZM R:.T,V:%D&+26+VB-!ZFJ1T)Z
M!JUMQS0&_3X&K65T>) P,&A]=(?',>PNGJ2*-($T@<'J9VFB-]QT^A4&JX53
M4R1E#%9K1$7I,5*M$@/)$:E&4QW11FZ1C5OD"&JKH^TJ^E+BHHW<@I%P7;0=P^?(Y.JB
MK2*3R,3D,H3/U=%VY!:T$O7A%AGBZ[BYN$K2:;-X?,N)HS=)[D7$RS*:9WB\
MJ'ITIF:P7@ ZT]E3$!=M)!N,WNNC[>B7(;?HPBUJ1N^E,634#.=+ [^:7"\1
M_(J3C_#DKV+ 7R+U1_9!TU-C]L&4 *8$--E;!L\;;8? FA44GC?:W"[(9J]O
M.-T![DDQT%:-6.1("S1-+ -[8 SZ#FZPCK0B!MJJT8H<&8&F:65H#.R&
M#GE1,Z8O+JD@A6/$'BEWSBK&-V>;3A#
M/(94PJ@['D.J7MI0UWAZS^X9IM78R8(JVO&"JBQ2!A;0G\)R&5J&W;/0(4+"
M$ -M>0A#SQBX:1JFVU#"7LT@N #%73K3M43PR\ ?*O.WC@%PUS)ZW8:2F&H2
MB*#ZBO;>R?E"S]"V"2ZBY6S-F6%HNWU&V1+?QOW?5><@.>+::+)+!;^X:"/9
M8$1<'VU'9PJY11=ND2-XKJPA@Y%WY'J=X5>\NH_">!M6&\^375B.MB(&V:K0B1T:@A4W]^EOW%<68OA1A'>1T#.$CI\L7Z&^:T\]-
MP[7-"R03><@$#409R$2&N'WS!J+3ZQF.A3OT2!A]Q\WGU4L?ZAE7MPW;<8R!
MTY"OJJ;Y+JC*(F5@(?TI*,,<&*Z%Q[0B80B"MCR$H6LL?(![S^^HP!@+1_@U
MLZYEHF\=P]ZVX0SPJ"$U^ /-/ZQ0/TDIA-'O;O48,=)]<*0;]Z4_N:PDXB,Y
M0MX*3\6MN^T#7T8W],LG\! S. UP4R 7"N\B)0[YT..5$'3NY_U>X:)N^L_I^>"3LO(*E*P
MBAPY@:99Q;)<8^ V1BLJNE](*T@K!_ED$DRU3=.*:3B]K0>284!?BI@.,7JSYQA#$T].0\(0!&UY"$//Z/NPB['WI@)=
M&'O7&'X9R$-E\L8P.X;9I9(7VIHZTY6.$77+Z1M.;R!E1+WCPB_X)C/DGUW^
MC^SNZY8Y@?]X1>_%CJ@+(R)Y>*CIH+HP(A 4\,;]! 0<249TDFDZ$B^," 0%
MO''G"@%'DA&=9)J.W@LC D$!;SS>CX CJXL&N**4(A.K-QO6%T8$@@*.)(.F
MHX8DTVPP7A@1G'SSF_*M=QO1>=0X"._KWV[1G#^++ ]'C^5'U9NKD&G391C0
MY"[UIN-7+%Q]62$5)^G$BW;-DYI6/5%Z2$1\_K33+4\W+XHW![-'#6/ /[\B
MEXN/]GCZEZ2$7Y //O05@)Z
M>2_Y]>7IP\F4IEX.MR%>'!"..AS[[+ A3ZN>$'6"0IX6?ATD,;[(<
MOJHW-KM@WH%7Y([&T%S$^^<%DS .H05H_IZN[3(YCVD.G5Q\$<9^,J$7G75'
M*EQ'T9,6#++: KM/ L^?U@YKKIHUR#F\B HF*3)*4C)-V>/GCR#'>QJ129+F
M=]X=S2Y(R)Z*_90&9)0F$WC8.]Z2-P%"S#-^&S_RLBPX5)D'4T&Z2WF@S2#TP3Y\.I5+G%F,Q(S@=Q"JH6%]#O
MB&:SS[8-[',O(P$=P7VYIGU(9DKVSV]6UWSSREN\>?OJPB#3J #]_;L(\T?V
M>^JE,30.[41)!LH-P^79XTD,KK&,0TJ-U4UA?4T4]ML+8=8E'07]CIK(SZC1 E6[#*(*?IUS+8>J@X3TSK[@RWR5)
M\ #?UQB='#P;@F:^@5YZ\2.[';-BX0EB$L)'8X-";/5V[NF<#
MYK#?&1[:" ']B=@\#/]6LBJGLI(1V%@%N4UHZH?5]%O.@?7Y^K;(H'4@G=E<
M-AOECT 0A,:LK4/[^1:D/[F%&]NF0=9NI5%PP?LB_:11PK'X';3^TH]K:X($F;+G9OJO-
M\3K&YZ[F:KKC%UD_ARQKO/F=KS"Y8L^+FY7ED@_,J-IOX%
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MD4Q0NY6&6VQ_2BVX5243$38!04\*/2EI!23" )H) )XKFWH@@?[9%F%TD
MJ6/98;RLJ]RHE=V4EE&)OHY3V'*?UB$GEFK?EB*^1^XI;OFXKPF/Y4RBX P3W= 5_2W0F
MH)1:IC.SUS/<7K=%(TE 3!5)16F)-S*-K$SC#(U>JQ$> 3%5AVG6>%^*XXU,
M(RG36%W'Z Z&I_/2Y,^?GFY<7 LC20+\W)_1V5'M!CNV!QTP<8>9
M4JS6SW2_W,L_1+3NM6[9.F+]X8;QC?TRSG)^["%T6\.!N7
M!N3/)(3/[^'+(CW:OAC2RQ:94VA+JV/
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MW(IJN@!P(ZL(I.;(*L@J2L.-7A22B7QPB^I[B; 24Y ]$M<>(RL>?L+T<6PIJ:2N&/\)@3WNGJ:60 480,AKU11QHQF1MS^Y29A#N&$1WO'\007$)J]9I0+X
M:%I ZC@]=?3[
M6\.\2!QB$8=6B]=DP5]; K$,/TW'%N&[UN"[EH\:!3@#+011(0?VVIP^P:CBNM
MCR1"P:B(3I*\9Z-))5'%"$L(['$C:ME%*.*DC^2%Y(7DA>0E)7GIM4^'+ *0
MAL2:#S<-#+<[/'KQX2&%G1U7%/4^Z=HKXMU[8>3=1I3D"8$O)DE,LK&7TG$2
M 1B'>8A'*E/74Y;?-2^:YNNGVQ--"R74EFOT15O!)8YNRS(-JRP#Y!=Y^<4"
M(ZG7%W2EES@J+A'--+S82QP9(,W(2S/GIF,,=W7&RK?,_)^#'X3W]6\/40^K
MKA[;=(/_%?179YYWG3
MJR_TCNUA_YE.DY35%;X-,Q^_PPOSC 34
M#R=>E+T^NW3/?K3L 5>W>N^6;K;2$^:Y_>1E-'B33*8TSOB]G^V0O=0A^]D.
MV;Q#_>7^K+WEP=W:!R?HEFEVAT?IE[O4+W _SC[C4YN:7KVXR?G_[8][,L>1#"(/D5>_,&;U!!Z
M2&[&29%YN#R=$A]ANM&(0T^0^-I
MZ.17SC[YS?L63HK)',8^PO@B&,-X"48MM7$.SS*$*^ ]
M-[)OQF&:4QJ_![LDSL-[RAM8&N/[&!ZR
MX&=G?_''*2_2^SE)1S2$QW\?EW<^Q)YWZQ;J^P\_@^GL]!K 9_^G
M$!.^+7['&OC,(<*WJWNT!KZA;>J ']N\Y3\\] ,>$_/@[^@OT'C^ULOISUZ8
M_N%%!3UD8#MU:"WP/'L=^Y@#>Z<'E [T+72 H+0)ZMW-4#A$*='[G
M['EN'C(P 4F+X;IXJH#/9A
M $^=T\EEU^J;9PV;Q[W!P#D*O0@!Y1[8S=7X)LPC^G'T/@["^S HO&C)'7OW
MC?H%BPE\'(U"GZ:[:K#9[0UM6QO@ZSIL/Z_#>_LH=K_7/XZ;(@24>V"W18<9
M)?]&LRRD1?K_TN+N.@YF;__CW<6[*_/ ,I%#GL._Q:G0[-H68K^W[A_*WX-^
MWW:TP;U.W^[S]+UWC,0Q;5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M^RX_,SO."(V:ZC\(0:UO1H_B.)H)D(3+_F9U&K
M:S619-B]^V+A=829U!HV$<51'>"7SZ8*X?LYS/[Z.:7T?74L9PM&L^FVA=:Z
MSHN$5;M#O4)WV!:9JH+NB\9Y":[52%7\D<$M"Y@^COBWV?7L**6?DY2'8PZL
M>[,=L^<.FBA1W]+/AM!XNDO2=5R+2KQHC?HN"^8S[$&GVT0^0R>(]\Q;.&['41[B
M@PHGON1@*K#&R]0,ZTP2L\S,TDK<-_S0Q%U+K?EA%=U=SH0XZ'F;!71Y!=LO
M:9)ES4[BS?'/JB#"+KEKH_BT=7-S0V>E.X;^L@,&+(G9SU,\V];-1GNBRG0E0"@U*
MX;!Q(;\\CEK^9G;Z3<3)3KIA0PLH[ND1VIUN$Q%N$5#\6.0PW&)VZNG[.$_#
M. O]_5=MK3INSL"Q&QV3&[NY)QK9(;)H+8ACF1UKGV*8YIY"3/CVWZ!FKW,-
MC@M?V2A,B_-]Q-@68MFG) K]Q_V*1-DQK/4C6>'U\JFSY2F][.C9ZGUYZ.[2
M<<:-GF6\TT'&#^5)OK=)%%0ML1]?A3#-A_[:LXZY349V.=KVZ8.0V=_A_"S@
M, X ^2MR.5PY'OC/ FR1T6/Y4?7F*F3YK\LPH,E=ZDW'0@%35ZPG9_[_5
M9WL6ASK,-?6;JV/M8&WB.@LA5:<9M_LD+[S'2@,W8TH8_%[\2#S?3PK@"#)*
M4FB#*:M?DPPTPW^2!FS/2?(0YF.2P^73-+D/,T8Q)!F1ZR]O%LK2
MO2S'0/VC3NW4Y_DKZ%:VU')*_R["E,(-O9S?E=G;$[ @ C("&X*=" ZS.]P_
MG2\GK![AG+?ZSV] -F]>+18;DK(GY=*AQ4_>OKHPGK;!F#I;:>G+[ZN731<[
M:ZZSX]O2YG*YO*.Y5+FZ #;&T3X15K3YM=:?'FR^>E!@E8%%6_DY+Z
M2879'4]+!RS??TN)-V$'7/\7[@ $[=U&CR#@/"'T&Q,-8 DS [_*FX(HRAW%)F^;W&9&GA\#OJ\:689E# XRS@ULR&NC-
MP##M9GK#9=D$//:@WTR'&#*[T&=K81?%
M.F3/<3DNS9&833Y1.P9C:<2L'ZD;GGY9 G#/UV?FV=QY6!+2_$K^INYCS-YL
M\Z^>=7-V*::O:JZ*?)RD;*[]'<22$#_[?;[/["<06O]=]KO_[#;
M[[?6__:730V&[KIM4Y_I?W@7AZ/0]^+\NJQL@)_PR'U(LQMXCI^B,BDM2JV2
MP$F7$U=6K>1 UZ;.-B71#KTESY,%K)"!J\95P::N!8Y?WO_RX?W/[]]?/S]P\W[#[^03Q]_??_F_;LO+P17+E60N?;L,U"3%XF2=Q4)F4]I M97
M_BAK15ZO=WA%WGIEF9;(P#1"6)57EO,"!(^9U5E.(K#I6*%<,2G*RH2 3E.8
MRLJR)U8%4E5>;2Y_>P/M9"0(X;(\>EPM#W+!YV<>B27CJJBZ1Z^\6C'B#!@FK
M_6&,^74D][Y1_DT&9D'L4X-D7N2E'$-H)6$;]+)?_PE26G2;0T""(F46$^]'
MN00=>E7KQV$8+?5C12BL6N];51IY>.68T[$.+]&!H1QQ93V\/W;';*P_S51D
M?>=T&B@.FW4)R^NT**][/RNE"^.J_'>9IQ])F"T->8/D-&;5N^&$5473.2_4
M>0)F0OCR+F434"-EM8-!I]_L<#N\3SVK,VBP3UDC=8+-C[#&]/GPH;6#/G],
MP>SR4F:J3+TP+2J3Z!GX,9"-S(F3(*1W0VY7M@%L ,OF+A5..D,L+@_:RT/4QKRPB*C(Z*
M")J[I^MK,W\NHNCQLMX.OUUI!Z5T JT&9)0FD\I(*Q=3=)IS+=2HWVSZ4=MS
MF9Y9*L.H&;K %'W9,IN9@Z#B67'+ E/,2HT>^=J'B.:5-HYI!"]F._'Q63\!
MCP':]A]),86&F [56IA=7UGU3R<#&"6W14[BA#!KD*FWUT#9G$QO5@__8[(E+E@U9HEKS;[EM)+Z;/BX[(*XYCFQ
M&G6G87;SL0=\%B+9JIWJLKN+I6WEU6L>M8.LK@:K?UH.C-2G]R*;N? @=H^A?AEQJJ&@
M-PLK8H,-L623K+3I_6[X/V+I30/?U69Y,SY8[:+%U%4]BDAVWCM/VP5-VXRBCYX4#Z%<*_,S6
MKUWNB]%LHX=S\4=%9QYZ3")&$R$N31[H5.^3QM0
MPTKMX1=7)N"7)5$8D'_R78:Z9/;M;9+GR63=#Q37XI^*,&+/5SJ?=;NZ+64^
M@3Q..Q8:B(GDR>$NC=/ FE,>G3W1.%9\(-X\]6QQ.JF'(+(Q."5@>5;F)9M1
MJM<2*>3)+-,#C5.MM6^6:"Q-&7#7YQ[+Z%2ZAT;-^?SBJF12CU"%O+&PWZ<\!C\O_7E:/_18
M1J1G >-9\"KCGRYOQ,7;8<'CW(OO0A:?*2-A1ID\*?>1@M]%P$@L=U'Z7T_<
MKS)RRTX\!6Q"GC%?:9#_( J]6W:,&X_CL=.?*#1Z1V.:5I'G^BV?=O8\O"#>
M+4LNEKG'*'D@(+Z_:%[.=M"-\Q!^PS+L+$]9?T>N6,;WR1L%[*4OYQW[SP$Z<:/@$8)94SSU5[^:UT/Z3>?TF#Y46>)
MM'E6R"-YZL69YV\LCGL?S_1N%IY=EB6WBNS3
M+=L!B %_FQ1YE56856GP/ M,JT7$R\[8;F\!]"* 1P?EJU)1I2+-E)MI#G\]
MSV65*EZP8PA99N+>2\.DR/@#E5TH \[PNUG2:Q$T]KUL3$9,7:LD3YF:X6WQ
MN]0V;P,*X#FBY5Q(>0N6)X(;+ 8T'_KSG'R5(V&2YG5LBX+&LO.+-$XU:FH(
M;E2_Y\16RHGI0[Q0_3GL"TFQJY::J(LF9!(A#S1EOV'K &I=P;2\(I/6-:/M
MRTKMYNQ]66?OB@?+S.B*,LT2/R%8RF6672\
M%L6H;L9E51=M;<9=OK:27-G&-"JRI;@((_8EC0!/J-SRDK41TP>X^Y4"6-E5*[VE05+>>;F9!9W6[,?EG[#Q ]/)S:B'H4#7\?38U\&>ORF]X\WR+8;89)F ?
M@AYZZ7SH;S7VEWMJ+(/ GXWM%,WZR]?D/%G!42O!8I-_V6A5EEJ%QNH&<,26
M\Y2\R/=0KIZKG =K*SPVHL.6GD#C?(($E6/.7O04G5T>_'GHEI!8&,FK R.YW21*5LYASWUB.O%ZN1LP:X+8"#-C6*%BV7G6OC>?V"IKJ9SQ-GO?<[?E25!A:;I>MR7W
MICEY\ZRZK0_K^'5!WKOTB57Y^>&TS!#4:K)7(B(XO:LQO<=SFQ[F3IAWPV42
M8K,]^QKF7D-:2C,A4%MV?V
M)XL>>N&F98A JRRYP"T T.(JKOA8!F<>:]9 F/K%A-6N^OPAF(7!VO? -V,%
MPHLX0Y+6.K2!B$NF]=.0,:A7$1$;LN4@+INO/1:[T^S$@Q))WB"[#B;E:N5C
M^9P;%Q-RGV5VQV?XNN1C,/M#^L +E9*'DC6"6KDMBSTMME, ZO322^YAE5Q'
M%^?]LL4B[*+H<9VK;I-S 6$S'\,6_6%WX/+ %LS"?XA8W93QT
MQZI\ WK+9F681LI((RLAYE"/9I834ZX)&_D<+C_?K%R\?+SL5QFZ?&0*P@O;
MZG&E].&?5N[L4)FSX8%3PV7*.2T;.BW@6
M?JCBPFP68T'*624>-VI!>A>5"5D&Q/.J<+T>+0NSI:5J;4VNK9>
MXY+*&N) +M23C-DJ*[^L)2]G5B93=I@%&,BW=!$K\+*J!;]:PK;4DX-S6_Q1
M#L^0K48:YU/@TX#F\WAM-'7J1NAS&C W/->(=R507?>./!+S;;_',&*?D0M,U@Y@XSVQF?<$-^PB[B1^, 
MD5"C/,TD+Z<2OFQWMA $!EU\Q]N:>PQ5;*4,LB_Y0B7QT65QK2<9/CA8:*PB
M-UZO'K+C!%CZ =J:,MO4KSAL^:YUUOW[T8KO[Z5A
M5IT[.&5>BRA
M=@,_ K5;K[?&$]<-1NW3G_.BDFS3!D^U;8[8HZTV N\77AG?9*A*BH?S34W9
MP^:5-_=0.A/GW@4W^U:\O>?/F#B@$W C]#DJ_Q/K^]6'7V*AB"FM_.
M%C[3OPM&P$SF+/9>%WKGT-&D=A!4('K8?]^\]S$[);-T)5:/CM,#@=]CQHRL
MIIM-V"V9N#(#]+\)]([\ 4_#:O+WCTB)L<&B,U#KR&,>L%@>O,62)I,_N=SN
M*[E5VT)PZY3O=3S?&6 T:QB@VEX$/)U&8657+[=S^_BD+*VRS#.ZU--JZTEN
M>*S0S_)8),N:9]3F*3:=UZ?+XTEL=^>!U:>%M403:VO5*8+3ZI
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MXSI3'9+M7.K\"GF-Y?QGT^Y&^#>&/7:=G\_B9+TJEKXNR9)6O9K7II>GSC9<> L0^:E
M$;=FZGG'966_V"E+6@XU81.+BT(*'H<5-9-85:0>ECZ<)0.WI@^?SQX>/&*>
M3S\Z5WO9Y >'AN3PG$NJ60=<2T\MDO__ACE13&?9"Y6E_$)\V-%!P!!K-W^1
M)#CB]AL_?>(:K(DQ/!O,8U$(" 5+IARO8/9FU7"/Y22= @G!;)./.2%R&XI[
ME[/UMR6[U_(8U5(#II]T(83CAZM%TD:M'_XM'5%FUR)+/=U>I8PI@*G%SVN1
ME:D+V+AW9B7VLY2D#P"!HY> V>=&/UAUP#'Z."6&CEYQ;#Z3B.]
M:>@@"-LP^U8S'<)35PX191-=.C*J.P8 FV@4I&SDO?]*+>KS^$D$>EO2F*4]KU]:./^,!L:S&\F$694W&DFN4K?I&
MM:UWZD;-_N>:_K[.EEKL4C"SI,I5BSP856]R[F+Q Y)*LZ5<1+NTHP?O[?I=
M#,I\#*&3:90\TD6ER+P4AP?#)NPNWJP.9E%+,.MH1M/[D)4&5XG[Q6*AC;4^
MM9J7RI7\_]E[U^:VD6M1]/NI.O\!5YFI:U=1'#Q( K#WI$IC:Q(EX[&/I)E4
MSI?7MV-%XD&1;)!+E"]]TZV!9*-U:M7K_>#OX3V7BO'
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MNJT74XDAJ%\M
M+,B.&%=3Q9
M=V,M0'% ? HHO**\3AX[B2*]DGP!H;*H>?-Z*EA^*L"9&R[ACJG+B)0%Y>>J
MTE,2/#%.J93$AMI F"#;/-6J)WIB!XE-50[(JW@
MFQJPM1EW5?$&;#%KGPU:758KX"TJG*E.\\A[)%.]DB9.\>J?YY6&GN).=7!2
MK!]9I82EK!#D@*;$KU:&%Y5B6V\@K?1[JP+,&D$!)-5Y
MW2M ,BC@"_7#?B1&!U$*4K816FKSICRF#^\_?[@J__SX_FTUV[DL\JF7Q4>T
MM3JOARL*M6HXX;VK"EQH'TJLUS$N(%R0\77DP/K%<)2H&2D,;<61\.J@:OD>
M/W4&(&OO%\02.E8@XLA*$I>;OV:=W)44;L ,O1]P=904+A;XJ6$*0,UZV3Y\
MU-KBIUGZ+B-@/888!9"XZL*8A7VFFH/CE$\^X3G\W(&JIA-B=2$*J&V:AA
M-EL/LSG?:IB-R 7ULODV;52GYMYL/I47=.A7S/Q$F/EE.O7X[(/"P_ $O9!Y
MXBVOZ\U--J):0,I)]1.X;;F7@Z?'I'E3C:*(=4T;$-QPVB0#UBB;-Y?=W]=F
MIM 1@JQE>S$^A98F/X(62'Z@P?6@@-;FJE0B,2T5R$5QK#%ZI_&1[[^HBW"B
M%^%#3+T;3!@4V5.%C9%/[IE#1A9X*XJ>@\'C'=$"&%F75X3WKL\]AO4DK6GU
M7=56&F1!3OB%Y@$E]Y5C55^YFEK]8[IE187[V5E9>QGG!4&> ?+2-O/B>J
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MMQ+) =;X%MWU?!7+'.:70
MG]W/#/SQN>C 9WQ!)KGQ<;^'HUUQ"^64LV%#5F90#5.XF7 1M:!\ K7RH]6:=Q
M GV+84:H/Z,N[KRUN/=->U-FS-(FK1'+4P')^;A\A*^\!9E>>\J(Q.8S'I5ULBZ!445>2 P]%SND<@EYY)"M.[KV(UW3GH^A9UUKZ-Q;?4''8F78N/J"Y30 7YO&#"P0W/OV>CZ^B-)/)3$9Z*KV/5JME).:J,2_
MY=YEB0^#*G(J8*=3DBYDW0:SP$O8C(7BR.CYU3Y\0U,VO-H%N[V^V7R_KJ+\
M+L$T-_*3U08 4%C&=>M&)T.E'?-:[X RP!2RA?R(#JF&)"YZ\J7#F:P2Q=%Y
M]5&NM15EBV\@-VQ1SBDHK@C\NJ)]T=1?8X4>4=&(@D545*+($HJ@?1?R\=I?Z5.>X\Y_?I=058PP
M0+X"U]K(1RM T)'I#2#3269\'.Y,P!_IF9&OO9#W-2XBIE48+KR\0):!X+"')3[\2&DBUKW0Z7%J,(??J7OK"9\[J71_BS _+
M%4M[@*CW65=>TU?DVNJ)(_4BE=*SK8L>$EGMNLVH[X+W@ $]A57;5)JAY'<.
M!C8_ 7_@+8ZYG4[E4=GXA##=_5M[F.900F\*?RX'#O81!#A6?#&Y*5&'LS@U[A^ISU-NHZ1QF&HYA9!X'#2@XP]?MP
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M)V*E%3Y55D)1=27G+)@=&@0F('/[WJ\,H*-?3^DDW.
M"("^5LBWB,$S#3IEL1TYU<?N$ZK=S<4L]TT40N?@-S9YEXV3)[F$V'75U$?N8
M  *;8GFQ,9VI2WMRY$[2E"=![#R9L(GV;M@A?'V(8?YR"J;)U&<$0/5N<,?2
M1'SR@E#WX\8G 0M%$V_ZAD+-S#L&!J
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MLKR2;/^M&_I@;$P&SDA"*+ "/4S?
MD<3S)?8P8R7&P4S*1G/.8HPEL9:A:+"(BO'U-L:WA;I5TY9DL$0)$GN#NH7I
M;G>D^3D#9S(93,;FZ]/\C('N6 /'EJ T'5_SDR!?#Z3Y[7]MQ96$&*%5>I=<
MO?WIG*
M6"E(_L$[SK#4\2!$64LAWWMM5P*>BP(V2/ $#A(4]:^RP34D@LNKQ?9?$,K-
M]E\EK]D#&1?)]ONU74R]Q\G6H";^-DR8:DC[&*]
M+]H?[T_!QG!\,A0L ><=4O!X?_!*54A R@/90%M=TG$G*C)R
ML(^0M,$N;< OK<829R/>&:H8.](\;IEZU?+\W+QS]IPWHEB?35%I] !JBQQQ
M_2?'U-WW #:3)GLG"XZ&X_7;57FH1,D!N 'EDEC:)V!"#%Q$/TJ]7L]4&_62
M4U8]B$6?/H@W,3XXK9R,)A@HUE8K;3@#K7JZY^P.5!^U3!RI56JSIHJ%6[,<
M&U ?BPG!OR2@S)IMH5:TSC*BQM4B@Z;KV!&@O2@4V%H@7(R<:J*EXCXS E#DP
M#7>@Z_N[)082H'$&AB4'&GJ6,M!C.;8<@/+",58AC-9+/Q!%NX[GZ(2CQ.&Q
M&E1&B(7/PEO,AU'"B0,&RDJ9_3V(XX%CCN009*6Q!"O?67A)W@UW[]7SNKN]
M%_*_^5-:G$3 F@=340M +-IAKY3\D]:-68-6A9A&HZ$8T:[PL^Y[HL[]OII3
MMME+<^HSKW*OD&8>,'P#'2 4MFR8H+?44M%0IL,B@0F_*9[3[LS8:E)2(VT'.DJQ3
ME9%KBT-4*PT7BZ+R,_CO?J?^.X6=->S\-? 3+YD^//=5D^NHC1/M1[Z3)O_@\.CH".#O"TAQR)P)_+9KF9/WV(@O_ M/?*H-FO#SYE\: _!-%B
MR9H5L5XUC;_EX4'H0;Q\S$>U\^[9K'6)EV3!-%C0SN^L79FG
MQ7?@/Y#4$
MDZR+4\5M7J#G'9(+B)Z5S]_?Z9-_3#DM^+'
M,YW]#=,J^=_% DGQKUE]';=V?18-'Y98J-^T1?&O;%99_8F>QX]G6;PXT_B_
MX0*?U9^SZKNN/IGX*?]GV7,!K/3^24T_LL:ME-Q57%:+"/67AI29" _
MJ$L;Q):BF04@P4*']%\B&*'9+G@VBJ K;>;/G!H!&YY'Q/BZVM!(^3^4+/0'
MRHZ+OPCK5IR\2TY^!WZKY/PNSK+X\9U!]($(.C#_Z:,+_ZNAY_3M\"M!<*13
MWYF!F:L,K,9S?4\69;OERY#:&>]-YUBQ&@9,0&COURX
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M:!B&W1\KWM- 1!^#E$\D4,6&&V_"JM4^_'QQ\U.]^($.%9EI
M]\N E:FLI >7TP[BN63^OT\JSXXXG%6X167&,V^8-PUCD(@I&V.0+N+48TH+
M)*\0&X'/H?8B-IA8)+:))E!@<^;/"D G@) ?/X!S)<^PHR=1Z0GI:70XH7]/=(+T(9AS70N4-)@< 3-5
M^X]!&(_REFR5S83SBH.P1:XQD(^VH-UW"F(CP[DRTW%
M-4RRZ4,\JY(1**7X_B.4:L ,F_=<*#,'9N)[0)Z!RIR?!)3\N66IN4#"_
M;4-Y.?5B-+/('705? C-TR#9)>-SD6 D$I\D30=0I2(,;#X'(G,8XP#'>=[^
M=$JMQR _F"A:\G8P5&,-'GE5X@D@N#)>*()[Z0,\PB90@
MC)!T6?#%^5DK\C.FM#M7FK
M$2C%KE$6>.3RI,>24HLR_#H3K$PH*SK)YDRC,]1](6]. /"55PZ _Q"X6$"4
M!F"%ZO(/<5+1KN>L)7#97XU.Q6L4*H68X%*@_%'C1;[Q?>W7./,U^YU6=;IH
MGRMB"H<#IE?..<3NHBMRP8@I\GF^8YXYXJU=^U,ZYO#\BC'.D]M@Q2&$Y%;B
MQ57A,3L1KZC4 H)F3^0G[YE+JJW6KB^V\B:Z]KX-5QO !9]GKB U^DE_6] ,
MRYJC].+FM[J?%'9[KKO:-Y@4?M
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MRBOJ3].12'Z2SQO2Q/36,Y];1AI.R=
MRFD#LOV53/S5. M3KW(MJ"&ZDBMBC Q6OK]):QHSM7!%"2LT,.DJ&*6X_87-,*2E,< *:=\_2DB&DPZP^ORKE8>9A0ET1,QY)
MAS2-)\JP6:V$%X#$7=Y!_"<#XI[%RSNBNMS%2]X-N2&QAJ<8PUOSZ ;K7W\?
M,ST'K/N(6<59D?50),I7/09?08$-J#9!OG;'9J\6G9CINYEU>D=+@;FB\^B#
M @)&YQTYX3)22'[T3+Y)6R;-EGXN4*!JA4[Z*?4MKMGP%S4EY'CV%8?48
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M@]PII?
M6.I1\<6//M'6\V%@&IM.]>:&J/!,)EKC7!;=9476
M'!&(\.:JP"P#K3/VW:(T$5AW+>\*-G;GA7P.">CV'BL$@9X3Y,?Y4"P:!Z2Q
M52(/GMI3JTEB#8=$-@T5/>@@@TJ=I]9@)?I/HTO_=A^T(G_%(=/ !92CQ
MB190O*P0B^1TI_&""W^0'N1BYB"OJ@Y!U3 >K]VG8J=$^A LY->CO()\1]J;
M@H*-<3.)7V75^H^!=D_D/?>AWZ5^7BB\)%*=*"H>U0:*MU>VQM[';O[-Y0=8
M);1A9%J4B/-:$@;W"ZK$&G2R!LN=T\B:SK:BC%5)?$TKVZC?55?>H,2)
M(>6YS$]^FZ@-BJ08T4W>=< >U
MG @^3X9\]6-.[&!1W4-W!,BOH>N5U2:LQ=* G !-_) CG(K)82S QSAF30H$
M6\[O;$ :UGSU+DAH!^VROBR!Z<F_4_QF\JLYDM6*@?>4_+E:W_^
MX]E%^L?G^1^&^8=E_ 'NNS,ZXXU^1#3SS#BC1OBC%Z8_GIU;9W\V)N;(=@R"
MTPI8:Z_8!X3Q1A!&X_'$GNP)PA6]K!1_"=RDBRQ+@KLE;9YS&_\:1S3S*PX)
M"=SG>G$;V.8FL$U]XHQU>P/8NX!U\*W^P=_UQTTN4]B+/A0%Q1??@K3X5JEB
M??&"V57T@0V!_42%WT:TC2U]8FXBN%-$VP?:LX["]3)4.?;X%:*I^0TOPYA%
MV(UEO4*D7?NL)_NEEX!FFKX,7>?V9#0VS1/ E[51R+B&0^3,*6SUP-S:MF>PEW<[,"9.):M.Z>P
MU<-R:UNWW%-0&K=%VP[<^A34Q&W1M!>W-AW=>HVTM2.W-@QC/#&.@3!H\O*Q
MR&4NO/XUG'Q'OYQ\N?KG2
MKB\O?KG]I_;A\_67S]<7MU>??]5N;C]_^/M?/__R\?+ZIIH,IUW^G]^N;O]Y
MH&-11+?;5FXAUS9@%9.0@\L:'N81?1ITOKZ\NAW05(''.*'U"]%VU$=?--:W
M_PTD,TQY _Q:7+N:X$$K-XM:V;Q; 32FN"-?_$IX^T X5NCNF>4]0Z:$_]5G
M'SX%LR7M(IC19)(LH'4=29['$GHI9$^$L#;$+)>5-WS-4[OS>3;!I$Z* #.9^*QHJ!HK?,)&]-$2 ($&JWAH65#VGR9\"GE$9!#4B0B
MLF\66V_<]"="M#%-3Z?U2M"OC69O0(ICD4X%H*3U/JB#.CU!4EAQ4R =+IGE
M.8E,&N?%MAD4V92G0:"D-4,5BJUMDS:W]LE%AE2?!#)WHFJNCN]-'QB5%*D>
M7!U@+4P #MH0VX7A+E_^>WZPU\O;BZU+]>?_W)]\6G'C6^J
M&D*!F#QI>GM1=.,O,I:M!^'6[7_/N EK^0\9U%0$P5"5A%RVK_F<49;O^5_Z
M)XB"Q/=2OZQ$:F# B;]8)M,'^!KAP01UC_6\Z^OR\R_L\\WIU]6N/]#+/0>+
M3PJ/JR]=+N#!=]LCQ-A)(2#D$'+>W\I5J0++4^ 8?M<1D9>V!AG5%BJ;8JP6
MY#Z@'OX_U',N_&*P.15:'A=D1 2 H"(BDZ7QY2/"\GH?\N2),&:B?43^?4S$
M/\UAKJSPHD/(@9OQ)OPP"FC+ ?J\Z^==7KX]7O5Q\O?_T(IO6OOU_>W'ZZ
M_/56NR /J#-%*U6R7RY^[;TBNK+Y->V"*$/4*@,979G? 6*.M2O[4MRJD B6
M-Y0A5E2"17!2RLZ>&MZ:*F5EX LH2%FI=6\0-D -*[,"ED259XPN2E9
ML#I894Y;GM$RZ05S;%>G&@8$S*P.YHP?<%H:L8W;*7=<-S3;(&8C3FC12UJ%
M("W*R%EM!S%F:9//ON$O@-@R@
M_K[FKO$"5ML>I*P%P&!UQ MK@II"759>!];HBREK4BI=6WC)5_:0:R$YA=#B
MGR6TY@Q9UWM >RN=EN531"<,TMR#4_@YP!GT,['MM9MSBR];# * LK:BX4GM
MNI+;MO-EJ5V1HJ:GE.6P5Z&[_41[&1W3&4'EWN)MNJ^YJ
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M5"KQ:=?:6FS*;%VM.;W9&RNX,<4>DZ/MRX)(-K5\ UE=O1UP<%A-[$\<*'FKW(T-<\)P!4N"
MG=5.KFEGP2[N;J)A[T!;L"GA;AJU@KQQIA22&I87P#U@G/1BA0MNNPP6E
MZF;137T'5^PNMX:VYVC>VHY@K';UW"5^ ^C8A549H^U_Q;2#.DE6(T:@VGH:
MLPKA8,E]\N[]BH\]'[P"R11A,/=E!)#
M2H9P^6*@J@H<]-2U_ID/0RGZ"36,?G-GRZIA^
M^36&O*S<(;^KA=P$O+.#3M3H1MU2H1W4Y!_K_LD[*LO85N9O9X1AO!RI9XGXS&Y25N8R=C[=X8]M+:+[#9NGQP'
M.U7>\FKO%4>R:"U/C,LO1SYU95LUJI%RH&?M_B R\N#-OX.(B. P9'8T#Y %
M;"YW5DPJ(]\EO"%)H9DRIZ *8=2<"<#.M-_YIIG+H6[]#[97.XYS8"^]*40K
M@?@8T3B!4]Q!%^7][XDY'LK87'%/*!O;>SU+ DB0HYP+&T =[3/H/4,/_B!D
M3AJ_D$;0:(^97BLCG[Y0;M9.9V3';#;"$SZ]V9C,9R)HOKCH-X=.DK#D8UZ]G=2
M^_O4# 5G:(XEGTQQ%IJR#7I_/J_+'#@Q;".W $X,V\B5_A/#-G(]_\2PC5RU
M/S%L(]?F>X/MUZ# &Z9\VTII\*=T0*]+A3\U="/7X4\-W
M+>G@!>R^*LZ,
M?H]:K_1AGYY"XQ>6"+].[03LTW4
M 1S96NG? Q#/RRJ^)M_CQ
MC/U_BFG#L0:.K9?L3;H5@A"+)RM5&JV0$SB @PJ1#O3=1N,$X;E(9R^F.QP;
MV&?I_ )I%2\(UG?WGN":$5A[:.1+;X02LPD.>
MX"_0P'<&+:4_P*BP,.RB=K W41+I$OV-,7' 8GBKPA4]%B4J7*'"%4>R")SA
MV.K0(D"(PY,E8A5%P&@1J .0<0 J%H!$GU^)!:S.5*S(DO)?;[ZSQL.Q6QET
M;+W7OAN-AR-[NXB0BAZT1P_&@SSBIH('>'F9"AZHX$$/N+W']T(R!VK?HXB-J-R>4XF%O_&T$%?5ZD\.-G0
MZT[EP8KO5YNY8SE#W4:KJ:.@V1XQ#96YFZ.IY!R)R3FZ2L[I ;M2R3DJ.:>'W,4B+&&BDG-.A+FHY)RC*__]Q[=*
MSE').2HY!Z_(=O2N+0)\2#QAF:W2<_KM]>\%SS#LH=5E Q]\*#QACG&2Z3F]
MP;_*U^F?Q_\$(C(J7^=D(O!OQBI=!R\74NDZ&/']:M-U:$05K>:.@F9[Q#14
MNLZIZ>[J #"GZPS'6(X(4<;.6'OS'74(K336H5D\;_N0N]/=L7;@K,Z@[UQ&>MI/C[C,:.",
M-G(9G*8 DCC+0>T -JA6\]FX>N\N]!OM@3ZH_#B.[S1RXU2Q0$]T@-,L%NC-
M ?2E*N!D#T"5%!R=!9UF24%O#N!$:PPP'(!*-T)BIEP\>4%(C9-YG&CW4#!P
M5#,%X?')K_L;C(S)8.Q(2@H^U7PDK&+A5-./$(B%T\I'.MD#4,E,1V=!*ID)
MGVF@#J #TX#]"1IJH7G.@J?JIQOV\:]EF@7S9_:(__$NB#*"W&#FQT3E73R\
M!_WXG.,NBI-'+]Q-"]^D@M-OKN BUZJ+W2YD[ZZ3K319$[&!9>D,!U6OI:/-=B'A>Y9[7)VFR90*I41GZY9F-L^_IGWTOV7D3SHQF!
M:^]U-IM0VZXHH)M=EO(B"3N$!E28-O752_??U'?64)]@VI64H_K.&-H&IETM
MR,5@K&#OI09:XJ<+?YH%3W[XO/=R0PVX6)UI^=[T@8/+?21!JOF$V3YZP,/(
M4^!?,_('?)M]8YGF?.VGD CK\YOI0QP2UOL8S_QP?RX%[AK@Y=KO  =YTVM:4#AL)T6T5#900T '#R,[@# _$0^]+4/7A+&VJ.?/<1L8U^28'H"
M!S6LW/_B7_2RQ"%1 V$3:\+?2]/E(]^PE_AD^6FXA/T%[,Y\B!\77O1<)D.[
M[]/JY9MZX709>FP!](JCFOS[D#J[Q[*?;>Z/3%D5GSBNO[]
M68Y.:O1H4 +,K;@?S_0S^G>Z\*;YW_SWW%PDMF (!<3O\G^\9PL3W5XG%N'W
M[QD:F55:-])V"L'80Q=S0;X]-(_J>=Z#8N3$6,SA6%?G<\#(@+H-A\(VH6W4
M/_^;-/4A7G'0K/]N,OJ5
M0%<"?0W;+R/K+:HG:.A12N&$DM%*1O>6F2@_T/%OCVRQ7,WG4N)9B6>$V#[J
M_:CET:D+HBX(0FP?]8+<0'9D)Q=#:
M#QU%W[BELR+@ S%HW&,9^DO 6-VPN$X'G79Y':3_/I\G/K25(%#X::8E7N;W
MPX/;!]9E#G5IN5:G&%H]JA_C^T[HO \Q6>ET3B3K1-&YHG-DQ]0!G8^[U$71
M(?"$Z5RIK+U467^/H9E9&&3KC0J5EKJKENIVZ@)%A\ 3YFI*>BLZ5W3^VNE<
M'YK2S#&EIBHU%7]>!3H]]6/P1%X2V^(GFA6'M&QI9D'P-QG_@&4N1XIU+,= D3A>2-]5%
M!BC6WHL()Z_P\2G:@Y=JGK8@S'[Z#&-2@C1=PD24B%S-],%+R"W-8BWULB"=
M/]?I-"?D='@@!J+8XVY;J9YWXD_C^XBL-..'N16)T>7(\6__(\[Z%GZ4;LG3
MV#OG._SHN^U_,K+, =%WMO_A8/N?5/C6+I#N!B?PINU_M2.'I;_]KY]L)T,9
MG+G\HV4?NT@?">)F/_FRFT#948+L)C+X!JMC\'9EYOUBSMWIHFR0V;N[.)PU
MIYY>WMQ>7WVXO?RHW=Q^_O!W[>(?%]$W' +VBD#G>5R^9I=J;
M2,!_R?.\5"$'!"@0%=*@D^9U/+BQ1WG(\>(_$_L[HK#NFN-67K$_*
MF\:/CT2'8^=Q[T=^0EY%-, GL$CV5U[C:#V9>FLUFFQU?\/%?_(E4 *=K_C$
MYS N_"2(9P/ +SNEO==WG<%DXNZ/L64$,,(]8Q1 ;>#0OV=GN\S2C-P-V(*7
M833E&JV5SXR*!?PA9RQP+;[YTR4(L8)'R#'$!'P&F>%JZ%LKA(TD1$EF2CXA
M9.+#--I%7!NX25B93V]!CA9R&^8@[Z.IK]W'7DA9U)VOI7ZFW3WG/WT,LHSP
M01?Z[2N-[7R,^7W;_
MZRAB>UF<$=R2:[#W*RS#)<+'EN#F9#*'&6XQ,?,;&') W9ODEH/NL22\ $9?
M"YU4HLWO#2ME7<(?#%(I2ERX9N='DVVVG=^?3-9=W_R(Z/>P9#MW+0$H^
M^DPSYXM7969&6*:?M4I-N%*%Y-Q!O(F%V%4$LCX"XY\044&I,W_A)=DRH=O-
MOC;J5OY\SGP&VB?>(SG4#WTHN*QB>>]M&;I<
M1M9RT@17%XLD"/-[/MP?>NU%1R$RY_:_YX0<"YT%P1SD?[&3GCX$_GR=
M>"JTL_<+_[:,?,W:7_%E)HR(>"F?W_L=SO9.VT9265>7*;9%EPRV)/6BF9/.
M]L&-C1N@>H_>A(]40Y#(\_97W)4B+DL1I[=WG-^]H)D%7A;\XY(:WU287L#=
MA'^E]3O+-6^B^U 560K!6_9@/-:'8PFA88%$R?U]5#%]\D)P:8!+;SJ-DQF]
M'Q0;%S0"
MUC50RO7\_RREN@:S!W)PDCQRS!-7*,5&!+;UP;/+R/V++%<'
M/H5+IWT)O6A8%2F*GHY(3U<152.HU$C\>W*N0$MM7F.N)X$.&F3/Y)")V?9(
MMDH3(^Y\Z!/T B3-@J>55%9=__XL9VDT_8^09!CRO,Z\*;YW_SW
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MI1(;'P9?E\3N/_X/R776NY(IQK)S4VOC!YNZ2SH.7VKO9F1
M__@'"WSB.RCYX7][,K"-C=&,XTE:!-3^J@4M OPC1?>KY1EDX_JHK]Y=Y/2L
MXI^X:?^-X5@#TQB]T+F[A9Q$A[O7)29[CWZDV'ZMC,(TAY;=5R'YVKPK*@3:
MA:0T7&Q2$@-=OV8QB0'_2-']:OF$BH+V25)NB(*.UL?PX/2S].)J6*/)P!UM
MO!PJ#-I?>7H"!Z#"H#UE+Z8QU(]8QX+/4XZ9\HLPZ%R%/^5=@9$QL#:[:53T
M\[7*5P3X1XKN5\LR#'LXWE@ICM6QBYR>5?03-^V_,_0CQ?9K913$M!SU-D7HM3E55/2SB^CGP+4,;'(2 V6_9D&) ?](T?UJ.079
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MXL__'7\-LO\."/G>$Q7W'T/M]H$0[B+*'.'K6_IXL[X>OC&,T--\^
M98Z1[DV]$VNP[Q(R+NT7HOB"%(VFOL8&8FE?'X+I V,MH7_OA>'S&M\A/^%?
M@RM.'RTJ"]W'7IBR%:(XTQ[];,"__N@]:W>^YGM)!,O-M71YE_K_69+3U)[)
MT[3*)QK6) #",M],PAQ/L CWO!G$8@3Z2(]"=@6GLKX-L(<[W
M?5?V->Y$D%<%,I70?X%93/_P[B,_>6TL9(:1!6 6T"-S0 QT+ )V)!*PJ9]I
M=\_YW7P,LLPG5R#2/GD)^75>A3*LF++%OR["-"9OE(0OQQ[8UFAO?*5K. )Z
MR8(XHHB:QE%*+D]"<)7C#'#E3:?Q,LK !;U8)HLX)4L0CH63,<$IDWU$_A2V
MI1&#@AYSD&@S?^$EV9)LVI_/X6/RJ_I!YHK4$TWD@H.^6"1!J!7G_+JX6D/K
M*\756HU]C,?*R%GQ5EXO
M"=U12^<38;*>'VI_&VH??5 AXE/F!E*B-5WMI![??-%6+E+@]5N1"_W=6N[%
M]DL,JC> 2N/MU_C.'&ZG83#J)H@,01J"W(LS+R0".?&G\7U$T#@CXO)QX4>I
M1P7F-$XS+?%#C]_:9<05XDU,:$EH-Q%?\I3^IO8J FB4"C0 +V.0!"FYF@M_
MRJ&Y\[4*X)!ZK[!/%LMX,VALX."*8>UAWYP $#M3M<
MF-.X^_2'C$[>W<7AK+)2F>GPY?+ZY\_7GRY^_7"IW?SUXOI2^^W7J]N;'VZW
MERZ;7G5S??[3QMWF*1$-8PHP^!73P2I7]&>0X+)R;DW_. ?V'F
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MCH#?+SCU8MT$L9:&A#AP%8C9 *W^Y%<4 HVD4IW
MWAWY6?: #O3D%&B3A#DX^KYL\B5G'E.N]]))P?[+U.
M*G3 [[UTW<"B#)#>51DLJU%
MTZ@FF-L9.%OL8[ 27P7*^8JPE]D2WGP1^Y'L[:O*Q>21,/R]UUD0&@"=DMVXZ4/@S]?UGPJWVON%
M5(VR]EL11!$O2S8X^7C
M(HR?:3#UHK TZRRIL(^XSUF&N#4, =_G^6S+X"\:U=7U[=IGF<
M8'\-Z8%0^MZK,+]AE?IXO"+-B/H$:CXE*4 +,P@JOC&"P8V>,(]36#$+*'PS>A+$6*8NJ" J7*CD*SRB1)#TZV-G]-F]1".8/4K4=HK45KUJCUX*9"]GT PHEEGJH1-
M35T?:5]"CZ49T*PN^A=HM:"+4L*NWM6C/_03"'S4I4-RL(HJ8.XYY
MW(#\X&]>M(2R!F.@&:[K$B$1AO'7%.K(Y1AU?W),W7WO4U7:]XGD% 0T0:2$
M//PX@^T0-B!'W9,1\*JK>T1ZLH (*&L>^1$1J61O-/8TRX\B9WU$W19*^*8O
M4P6$<"NBSV7!7<@\$T6'A4=N7 UV'A";V0]D/US&+/--LWJNB4FO=(OPD:9Q/&
M:N9%N8<<>(K  F0ER'K$Z3\NDYS(]V9>8(I)"&E)=-$Q";;W,OOE*S9[G27N
M4DJ\C\IY&:#L6NS=$7(,=V#K^X>Y)!_8P)Q(\!S+.3)S8+D2XH"-@H,Z%5@9
M_: BW\+GYDH_.6%$^==5VN60%)=/_+W*$RJWPW8&NK5KX;AL!!EC*,Z4H$4W
MTF)<-@!
MC+B6S[]NUU4:8^:F"'.B-YM4 "A9#Z!/_#F8TBG[39R!)YN8CL5>,E9ZL R)
M\3"=+A/:2L4G_PBRP*?V7@S>QO..X/YA="$=3?_VX7Q,%G[P(H0)@V
M+O]F1JZ"E_ H7;Q,R0&E Y  /KG+A./R4"/SQ:1O7\ 8B&#(86+-0 U=__XL
M!YDVN=2F?ACR2M\?S_0S^G>Z\*;YW_SWO,'G%&!+'2N71B#$C&T/[!,?]2#L<
MN>V5#7WH*&P?"MN*M@^,;:L'LY1.!-N*DRC:/E5L VTKA5$"MMG?+QY+HU1W
MI;J?T.%LS93()HC%3' ].=L@#HB-?(+7HN)@G-+Z]Y>Z$-V=1Z84S:3^"?G=
MEVOER5M=&93LKD>C;W8ZQN8H3W&N'VA\HT@/*R(B/>"%V$_NQ*R/+M#-/N)K
MOO :N'5.V#H:T!AOFDIT-$<%!NKMS=2S#LP[A7_%3K9F)QMG:TT:WX
M!U+^81D#RS4Z5-CQH?#5T74?%$WI?K%2[((AF$&BWXHW-C/]L2$:A?HEJYRCP?F>()6YU84JX+_.-#]6AG$
M&VLPT?>-G2E"[;?&W0="-?3!:'PLG1M?M "OSOW2M)2-+7%4WLH)L*H^H%M^
M1HHY'M@J(Z5'I/H:(_>*,QS>;^@,QA-;Y9KTDV+[H!=*EV6V/=!-IT]9)-B-
MQT[4;:IGDZ]S51NZ+N+3M$_[7-')T_ZC>ZO"-[GWJM(@\ES=CY[?#^6C5.Q(
ML2-U/Q#=CSYHO;*-B8DY,(P^^O"'XQX0M%R&\VO9NYZ[\K%8$>H@,934].1<
M7H=OOQ=DC4[_/WF,*T:"EY&@#@4HZL89,^@-=;\Q1@-7=P\;-L 7C7D-#6U5
M^L+Q]9N^Q--/!-V*NGNNO2MT*V:"!=V*NA'XWA6ZMT>W2OXYNM'ZC]5IL56W
MO$KK07QY3BJ.+MM[X+@#4UY+-D6QQU9F%+H5@Y#+()R!;7;I/,>'PA.BV#[H
M?-(IUA[8$[.'J2\G9MTHQSCR U*^K!ZC6U$W FU;H5LQDU- MZ)N!)JY0O>)
M.,:1G\2^?G'Q^%)JG\W\:R+)YENZ8M_UP]W.W(Z0"?>%;8/
M:2HH;/?'+Z^PK3@)!FPKVCZ^F:"PK:R$'E@)/>]4J<[VV.4\/3@3^:4\PY$A
MO]P5'=[P2PRE#2G.T2?.H0^MC1D/BJ9[3-,]T#ZE2T.R;=4-<_>^6?]:IEDP
M?V:/^!_OZ/RE\V#FQ_<$SP^'-P%4]\RC,[P3<]=A0/6!/7D0F"LF<17G-;]]Z$$E B;L3D;6J
MM:#B(LBX2,=1!90X?'6TW1,5M(/H@F'+B2XTHE:5!ZORX'X?D*KHZS&Z%77W
M7'E7Z%;,! NZ%74C\+HK=.^=^,_^!-]PH47.@J?JITU@@SIZSG<>QP5MM\ 2&EYE(/KW9SF)4WK7IGX8\OOZXYE^1O].
M%]XT_YO_GO,%X86QGWJ]U-2& Q==N-KL)/7
M#T<5%!Q?K578/J2)K+#=G\PVA6W%23!@6]'V\U]K6.ENBO5_14=CA*X
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M::]O/X4&>=IGINN3IU^\)(N(2O\0+ ZEU9_VB2I7VA'T]?' '$^PCCL7M8#1N?X8)7PWZQ"WT>)]J,I[SX
M7A*1CU.-?,S\Z,J!?@(,J@_HEL^@1L9 UT4^ $6J^$CU-;H0%6_:38/FB%TF698P]&CJ2NS\J=?9P9D3CT[-,^5732M/_H/N61;.I^'%NY
M5^A6[$BQ(W4_D)@2^- MVY2P]<'$='J8 O\*!R>MSXC$84.H8\20U]>3D#4Z[?_D,:X8"5Y&@CH,H*@;9[R@-]3]QI@,')6?\QJZ;JG4A>/K-WV)
MI9\(NA5U]UQ[5^A6S 0+NA5U(_"\*W1OCVZ5^'-TH_4?%$Y_IGGDA+U[O]:#
MYF#=9T[[Q-!)8GSHENT],'1]8)K2"M(4R1Y;FU'H5AQ".H?01X8J6>TGR?9!
MZY--LJX[L)V-K9"5:URYQE_Y 2EO5H_1K:@;@;JMT*V8R2F@6U$W LUR$'M@)/1_UI,[VV"4]/3@3^>4\PY&!
MK6T\BE(Q,$9=\BO.;V>O=,+#:$.D@,?I.>G$M/(@DH<7Z*"=A!=,"3-VFI$K2H05@7"_3X@5=/78W0K
MZNZY\J[0K9@)%G0KZD;@=5?HWCOQG_T)ON%"BYP%3]5/9:34@/IZSC$5Q=@%;^T"A.[_;!U^9Q2,X84O[3Z8,_6X:^EOC3
M.)H&(7EQ1K[!6FIJR]2?D<7HHSLO#:90-JQ-O7"Z#&FN$#CW!=^?E87&U5^\
MTW;$4$0_RKOT;\_RV\'O2K:
MU ]#?M5_/-//Z-_IPIOF?_/?HEU&,Z+)?_2G_N.=
MGVB6,=B*.&4$ZSP
MN14^1]+PV0<&TCT^+G*
MF:CP>G'H#&S3[I YOP8^V+EV21
MGZ0/P8)9A7_Z!J+W?5X+L8R"[& ,'=TI2[]'ACYPK2[Y^2M H3$P;3F)QCUQ
MRI+Z5K4DY0PK@Q^TF]ZX
MDXY-.$SAW2\W=9*RA2-V4DZ?[$C6C!WCX
M$$/;OWL_RL)G+4C3)4TQS;-X86(0S>']!ISUX,X*GC'SH1]JCGVGSF+U]03Z.9\/RS+0UB25KH[AKX=U@5OXPY[VO.(RG_]&M.6,&Q;/"=\&C\NEAGO,AG/:SGB
M% _;PSO2QP/"A;?_X4 3,(,7_=K0=WLKO4<[O&['39(/P?L0\ZOJI5JZG#YH
MJ3]=DK,-?'Y[/7))SNEA!$^$],AGY'[#@3W[7I)J/DW_V?[MU80AR@ .?4HT
M>>!09T0CZSMLD+"-A3\%S(?/C3?IM^B)L%QR DGI5>+GNLS2C$ +Q^71&Z4.
MJ8M#VI4YN0?.?/__M_:=K_U'YV1:PZ
M?_:1*JU?J#W";#%B^CV1Y8CB^WG^&V1;T%E79*%K?_[C&?D^M4/^,,C_PJ7Y
MXS;^PS#_L/A?_!5_W!!SQ7\D]B,#ZP.Q8 A'C;+TXEN0%M_Z0-D6!><3939G
M-,&#O@G>;8S/@,\%CUZ8_GAV;IW]V;1MHM&O8.#%6^D,#:,:&D:=H\%V#(QH
M&-?0,.X<#>/)@:@A%[O7?D"M"MC+E]"+4-T-((F7(D.TH:YQ^]DRB>@K6;[5"]!R]>O/!"]C
M?6+NA1>ZK2Z1,_[#*+%3_G$(Y!B.81P(.;][X=*7H:.L;FM-_1Z]2'JTPG/8
M'6W)'"YFLP!6\\(O7C"[BCYX"^A8TWSH/<3.BBC9M"/#<'JVHT.>=P^PLR(5
M-NUH\B(3 M&&#GG#GGF!\9/L[K_O*F/7N0I
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M=WQ<)FJ:]N&W?$PF:NMCZQA;/BH3'8WDZ4-_V+#ARR.5=ZO]G"2Y(P$&18R/X_ 4(FIS]V5IWI+0A* M"6JWY(4[EFM03:V+6
MW67U=^T,Q[9FM.ET \>6IO-X[*YJM2UP_.XE =237T'5E)]FEU$69,_LOS]Y
MWX+'Y2,889??%K2(@3F.=M<2QB C;6.%;G8"HKZ/?]!.%/[LXLE/O'O_UR60
M\.Q#@6DJBZ]I.'>-;0M/=5C;0<&/:^DJ0"LU>-MR#IKV8
M*S>RB[VL_8JUO)9)8(YM3UZTD698NMK&ML3E./:*WH1B&]O2E>.:[HNNR(NV
M ?TI/L_GA C]N9]PV0F!/&C) 0Q;IJPTQG6-9O/;I4*[;<*CN1.P_]_Y^<]Q
MG$5$2=)NH&@QCL[/V4=A$/W[W9Q_^ OY0_M&'V5$(_KQC(!-"W3/^-,DAHK#
MARQ;O/OAAZ]?OPZ_W27A,$[N?R" 63_ QS_ %\_HXOGR83RMK1J"ZS1.\D6)
M@D?V^R=FZNJ6FS\/O3L_S$U@\OR/\"X\TWZH+9U#?I'47^$ETWP9\L\-8/-O
M_##WIMEYOF+^<^C=L@8$?U7\XUF.UW.=W I:I VUDRM0;H4 <]2, '.$  $Y
M$%LB !&4DP)*L+CLG <$S&;L>T'3L1(&"$ 0&C R! 
M%R! QX  O04!IBP$. ($.!@0X(@18,E"@"U @(T! ?8!$# 1(&"" 0&3SJ^ 
M"1Z0!@20Y\='0 %$ P)&NB0$6&8S BP3 0)R()H0T'(%$$'IBK45/%".2V*R
M]B$FP]0;B8D\/SXQ%4 TL1,'"S&U06F,Y:B^!MR=IF,:60B.*0<"]S&U0&D:
MDH[):99-Y#F"8W+$LLF)(=!AM@0Z,.E08BC'(UG'U*R=D.<8CDDL]Z6Q$[/9VB//
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M(R@@2FF2VY:=+8B2VP4&P,%HK=O87B3IHE*GE^? 040#09Z2-)"!@WFVCD
M.0($C,4FFC0$6,TF&GF.  &6V/B1A@"[6:4@SQ$@P!8+:VD($/1+=3'T2W5;
M.I'*0T"S7>5B2-!U6Q)TY5V!9CW Q: 'N"UZ@#0$""(_+H;(C]L2^9&& ($'
MR,7@ 7);?"N2$& (@O0&AB"]T1;^EG<%FE5A\OSH""B!Z)("QHU7 )X?'0$E
M$%U2P$3  R;'1T )1*>V@$ ,CC&(P?$!Q* E,(8L#,:0=0!CR!;H 38&/< ^
M@!XP%AA#8PS&T/@0QI# (8(A"@ &EYC;XA*3IP@)K$$7@S7H
M'L :% 3M70Q!>['YT!)1 -"!@)*E8SYP(4K4Q0( 9'&,3@2"P&I3'!
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MPTA,LV4D9AN=;D#Q!H*P8&;<5HT5:D48 @"0I!>[P2".3:BAC*2K'>GBXP@:<2PWP 
MHV4^@"GIHAJ"[D4&ANY%1DOW(D-2Z,L4A+]-#.%OLR7\77$N[>D$;4[6,S ,
M23%:AJ28DH)*NF"(GXYAB)_>,AY/VJ!Y02&D@:$0TF@IA)2& $,0"#$0\( "
MB"T1@ =*0U)MA2ZH =(QU #I+35 LNC4%/1;-3'T6S5;^JU*ZZ]B"NPJ$X-=
M9;;85;)J*P21=1-#9-ULB5F/;$D(F CB !,,<8!)2WL169;U6%!;,48@K L@
MFBA &A,4.)-X4*$(F!D7(;%&$6A" ",J))'W5%-"IB8%.S=WH%!&4LHY)D%VC8\BNT5NR
M:Z2Q$X%2J6-0*O6V=$T\=-H&I30Z%7!]##E >DL.$*)C:H-2UC$)DNVHC1V(FB!J6-H@:FWM,"4A@"[V9U(GB- @-WB3I1DI.N3YJ 2>8X  1-Q
M4$D> @02=8)!HDY:9%4+ O! :UV_V3>L8?--ZBV]:&@+LYO ,
M>8X  ;8X/",/ _\RU0FK+NO$#5M3&HNO9N
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M;5"V'!,>* U7DL-X+!#.8PS">;R;<$8$I2P=2E"YJ6.HW-1;*CQK):4@J&D!H:AI$;+4%)Y"!",I,0P\,5H&?@BKRFI
MH#4UAAGR1LL,>6D($*2Q&1C2V(RV!#%)W2YU5^!-J5
M@2'URFA)O3):!FDB@A)-#60KE))J( U!^R0#0_LDHZ5]DC0OA2-0?!P,BH_S
MHEK=8]^F-BBE>2D$14L. NVD *)3+X6@%36&N1%FR]P(>5X* :?2,7 J?;>Y
M$=LI/H+I01C*@(VV EMI)IH@0.1Z#Z%D!TB !#T*?'P-"GQVCITR/-1A4,>38P#'DV6H8\RU-\
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M$;EIVJ#$XZ9I@U*:FT; ]#!4T!DM%728W#0M4$IRTY@"]J9)2V3
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M'@($#F8,.95.2TZE/->"X J,,5R!C4N230 S TD79:VC/+0T"SAYT\QX"  WC8'8'-ZF"P69T#^%8<04ZE@T ,
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M0* '8"@_@ *)3
M?T"C0P2>'QT!)1#=^0/(.QI587B. 0$O:D>R9X*$H+D/AG[6=DNG:'EQ 8$Q
MA*']J-/2?E0>$Q38 @BZ<91 =$H!@GH!'8$F6 #1*04(C"$#@S%D'"!'2##$
MS\8PQ,]N&>(G+T5&P ,PS 9S6N99R5.%!=TX1@BD0 %$EPB8"/2 "08]8'* 
M%!E'D"+C'%\5+H'H% $""G P4(#3.048>G-@!)X?'0$E$%W: H+(D(T  240
MG6J" G\ AHGF3LM$"T$
M%]7!<%&='2_J=JE<@L(>!,[[$HA.$=#LMB'/,2"@<[>-H3<7]L#SHR.@!*)+
MBT50U6!CJ&JPNZ]J($ANO +P_.@(*('HD (<03*?@R&9SSE ,I_;7-D$SX^/
M +>MLDF:\U[  \8(**  HDL*$ Q4
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MDVKW $VJ'5?  UP,/, ]0-YU2S-/ ">'QT!)1 =&D.V
M(U"$' 1BL "B4T5(4(>-P1]@=^\/('Q&$,1'X!(K@>B2 AQ!&H>#P"56 -$E
M$VP>603/CXZ $H@NF:"@/ZN-H3^K?8C^K(*,9@=#1K-S@(QF5]"4RL70E,H]
M1%,J6Q ;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M5@06"P;/I7,(SZ4IX $F!AY@'D!?;>[0"\\Q(.  %.(U#7' SJFG.($7""&DP$
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M2B"ZU .:NW' 8 OX0 _ T)/)Z;XGDVX+BE!M#$6H
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MYJ_.Q@"WYZ*XC0-QR*#G<YB:J3[;$> 2#!S
MN-="3=UK,=<1(-*+DD-Z409(+PIBWHK@,&]%3,U;F8P>-H'K9V? 0,2T
M)_AE$D#,7!(<9BZ)J9E+LR67W$= <_ #=  _0!.7_6H&[44#$5YC ?<1D!Q 
MI3( J%02=5;)HP,&(CP& LHHL:B.-18U"MK+"^*!MVW'>/ZV1DP$.%1 C0Q=TUSF+NF
MI^:NS:4$B?FKDL/\53DU?W6N:)!H-= <6@WT*UL-7G8$B'"8P=2M@0B?1X" 
M&TD.<"/I'VZ4Q$NBS7C)H[O*QCA*@+<, )Z@ X06$(
M@(1A( $]$3YU -&'+3GT8( >,D R $5($
M5%9Q@,JJ %!9L21 4DL&#.B)\&D&"1V@.>@ '4 '"&(4@> PBD $&$4@B+2X
MX) 6%_[3XK$DYK))#G/99("Y;))(BTL.:7$9("VN"82(YH 0T0$&T@BB84)P
M:)@0(1HFB!MY)(<;>>34C3RS20#1-L>A9TCX[QE*XJ4[)PCK9V? 0(2+ ;,U
M3A*MLYJ!$NR)\.H($4J00_.T>&7S-",JYQJC2W0V*0Z=32I 9Y,FIAQH#E,.
M=( I!XHXJ(K#057^IQR .2#:.I8#P",B5JV"F#
M8*@GPF?03CA"@H,C) (X0HJ LB?J5YE"_T@'J5Y*X3T!RN$] ^K]/((G=US[B^MD9,!#ATP\@8!R2 XQ#
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M"#2CXH!F5"%F-!.75DD.EU9)_Y=6);'[^E)H .4%)W. K&1R!@0BOCA#!  8)D8$(KTK0J0-P_>P,&(CPJ03=
M.!9E: F[G'7'.YQUP'N<9=N,XCKYV> G#*#LT&ZB7P !S.H_9O!
M!%[BU@&:0W%4ARB.$A+ 84Z[#C&GG8!T&PZ0;A,"TFV([D;#H;O1^.]N-,25
M18;#E44FP)5%AL@*&PY981,@*VR(K+#AD!4V ;+"@IC*)3A,Y1(!IG(IPA56
M'%QA%< 55L3]K8K#_:TJP/VMBNAQ5QQZW)7_'O?8$! 9PP$B8P) 9 QQ78GA
M<%V)\7]=2:P(5UAQ<(65?U+ZW2 B^L$T30E.#1-B1!-4T1=0'&H"Z@ D_H%T=\J./2WBG^(
M_M9)*F?J;Y4$C$-R@''((# . M+-H'XU$.'56R$T%8=Y+"K /!9%U+ 5AQJV
M"E'#)F)6S2%FU?YCUB1V*T%L2B)U*SFD;F6(2U8S
MHK4K8Q +]$1X-8-+P@PNS\Z @0B/5D 35D!SL +:OQ4 )A/S636'^:PZP(T]
MQ- _S6'HG_8_] ^<+4('& XZP/C7 8KH:E 8?"H)
M/T!R\ .D?S\@-H0K;#BXPB: *ZR61$YPR< *]$3XE  B)68XI,1,B)08<=N\
MYG#;O YPV[PF;IK6'&Z:UOYOFH9W$+& 8' $>B*\Z@ "TUP'*XYIPA34'5UB'<(6)8$AS"(9TB&"(F'IH.$P]-/ZG
M'L:"Z&\5'/I;18#^5DW@!#4'G*#VCQ-,8O=5,+A^=@8,1+@8,-?(-\(5EAQ<
M81G %99$5EARR K+$%EAXD8TR>%&-!GB1C3I'/6"Z^=G0$^$3P8(9W$4UQDP
M0$P41^?R Y1SWA6NGY\!/1$O9  C*F?J;1/*">;#=0[;- 'F8[1-SX(I*#JZN?)VK^[)@
MQ^U$POKY&= 3X94!1+@K&!B4G@BO#' ? 5CGP #_1T 3.D!ST $Z@ [0&<& 
MC ,#LA ,<)M!6.?  /]F4*9N"8#U\S.@)\(K ]QF$-8Y,,"_&11+PF%?NJFD[G\ .$^ K!^?@;T1'A-
MB!#Y50[57Q&B^AL3"9&8@1_0$^'S"+@[0W']_ R04YVALQT!PA.4#"2@)\+K
M$2!28C$#'= 3X?,($ D1R2$A(@,D1,22. )+#D=@Z?T()+$;#(WK9V? 0(2+
M 3,!(85[0@2NGYT! Q%>PV'W$= <_  =P _0,1$+Q R48$^$UUB *(YRP '*
M #A 252&)(?*D Q0&9)+0@*6'"1@&: \3H3#@D,X+ *$PS(C@J&, 0-Z(KQZ
M@D0^8,D@%NB)\,D (B4F.*3$1(B46$HHP92#$DR]*\$DD*%P_.P,&(CQ*@$[<5@#6S\Z @0B?2C A\ $)@R/0
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M,8Y$:PY0#'6#*@2(.JN)P4)7_*0=)[+[K!M?/SH"!
M"'^V*HDS M&<,4 R]41X--9:$SI <] !.D1?"]'BS:&K00;H:M"$NZ8YN&LZ
M@+LF#2$!AH,$F!!6@(A8EAPBEF6 B(60 ,%! D0 "4C<5[[A^MD9,!#AU0\@
MIAUE#!C0$^'Q",B4J&&G#(*AG@B?03OA" D.CI (X @IHK-)<>AL4@$ZFQ2!
M95,C5' "].@2@E^AMDQQZVZ3_WK98$P4\S:& IP,4\"0Q EYR
M& $O_8^ 3V+W78VX?G8&#$3X=(0('(OD@&.1_G$L26R(E)CAD!(S_E-BBIAW
MI3C,NU(!YEUIHC"B.11&]"L+(XRHG*E^98CRC>%0OC$ARC?$C&;%84:S\C^C
M.=;$=$[-83JG#C"=4Q&00\4!SNP<3ULS-@(,*C!!@B:#<<@G83H/E$$[AKS0%WK0/@KA51OU(")\20, Y%0 (
M#$1X=80(!C!(B Q$>%6"3AV ZV=GP$"$3R7HQK'@^MD9,!#A4PD2:7'-(2VN
M0TSE(N:R20YSV62(^UN)D42:PT@B[7\D$>@9)P-P_>P,&(CPJ 0U<9&]YG"1
MO0YPD;UTFT%0#.)A![=\,)K$FBJ.:0W%4ARB.$A+ 85"]
M#C&HGH!T&PZ0;A,"TJV)]D[-H;U3^V_O-$1GD^'0V60"=#89(BML.&2%38"L
ML"&RPH9#5M@$R H+8BR9X#"63 082Z8(5UAQ<(55 %=8$1?8*@X7V*H %]@J
MHLE?<6CR5_Z;_&-#0&0,!XB,"0"1,<1]+8;#?2W&_WTML2)<8<7!%5;^7>%8
M$DI0X9P_>P,&(CPYP@EL2%F
MWQH.LV^-_]FWBKB_57&XOU4%N+]5$EAAR0$K+$-@A8GK2R6'ZTME@.M+)9$3
ME!QR@C+$]:49T3.4,8@%>B*\FD%#F$%S=@8,1'BT IJP IJ#%=#^K0 PF1C\
MJ3D,_M0![L(AILEI#M/DM/]I >=TW")\,()JG%8?F:16@
M>5H14V04ARDRRO\4F5@3Y7'-H3RN Y3'->$*:PZNL [A"A/!D.80#.D0P1 Q
M3L]P&*=G_(_3BP71."DX-$Z* (V3FL ):@XX0>T?)YC$[CM&]F+C.@ $![L7,B*:IC$/35#;5
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MT\L83)(:B/ :"Q">H.3@"WQ$:B/#J"3K-(*Z?G0$#$5X=(<(5
M5N>7@($(KXX0X023 [0C!.@,&)+0C-)\$$ Q(.3 @G6" FH1PV5HZ<=G:?$J0,(,X=F4H/N&"5QGP(")&R;4A 0PHG*(6=,OVR9W]2+E@&1*)Y!,:B)M
MPXC*);U-C*@<[+[X,F$B'!\.[?+I1+L\-G?-H_0(UY?#_,!T8GX@)Z4W0>5L
M2H]PSSBT%"I!QW*NG!]QIVC*X4[1=.).T2D&=,\\(7%?U-5QO^I?] 21#84/B&M9U!,1H\]P
MMX'U[RJ*-UM8_R'2Q\+N_R0[&YC]ZD:1+=E9M-66T7]C'[LH;'5.NO
MHS=)EEZJ[K]&Y39:Y?5MA)R+RB1K*_>176Q+9&V[76TR_?EQ2ZOZV-4
M_,^QA)_BZEVU/]SD-T6TAG=N5^7VYGW_\?7Q"G8(:0'"V]^4VT,!.W&HD>PB
M7]VV_!ASHZXVU]&G\G +W[4K#_DFRE>KZKB%'^4W-_OB!CYN>P,L2B[3C@OO
M+37=FQ_3>O+>=?FQH-Y[\@9S*;H77$;17XM#LX7PFU517-<-R_N=[7X*7PM;
MI"^7_19]NBWA2S_E]K:@N<*:_MF_]>P4NC
MC\7V<-PW@GL'JU?%X5-1;"VAW1X@!?COC\2J??>D:'T"NJ-]L2IPI_(H41'0
MM(*W-M^\!9G8 SU(];X 4K8@O]]^^  2FZ_AO[<,I_CV\.EQ_W1X1D].2VP;7FY
M'6UE#OL(K++2>=CGVSJW?UXO@-)5?H0_07JNCO? LI8?< ) !(HU"-;6_KCE
M+[SD]/DG0C!B>+?__?,F)7=Q\IMJN[$_K&ZVY:_PUR"+:V#OH;)_57P^X!X=
M;G/\?\7H%5LXF?VA1,7R>87GIB&TW$?X*7O7W$=".APN)^UCL[='#?VCW(8?=7)4[^]Q;T-GX-/AU65W73+B>
M.KC^[?9BM\FM2@>-VWQ^W>N1' VIE7G[H6N@*;HOVL$%E9]Y%?PGX%%
M^U] XNV#R$> 5CMY !/6B&>S!K\7?@S*=OR]3S .%2Y^-J^OMK,H'W[UAP+T
M;-WH^X ?PA8UBA".!&I[)I[HV^$.C2NM!O_;F^[JX.BQ 
M>ZXV1WN0K]'T[.&[>X>R\5@6CUTG7+?_7.SO6F5\V(.,'/?W$<0\OX!#MB^*
MQJ*^+<$5WMZ_6]@7POO )#<^N+#0MNZB?8+U=B#2.>[12>E%25S*+.F?Y3!+RF[=]#M3W;_RKOCU
MUWP+%K]YZ]OVM7_4+,N#F^ 6G0A!!@!%9*8&GPG^NVI\"TQK7T=K_QGQW)QOIZ1YC
M_QD%[&-Y7;0_@&-M2;&:WKJ%M?5.=M:[Y7'JE$OGXP<-.K 7O8;U5@>BX6M,
M6A_"4RH1_UMR*73:B1*/#X^7T^H&M (H'(@Y;\O=:5Q^N 49:L,*&WR.'&VT
M=7AR,::!'_^^;J,4Y$N7)KC*X9W@1CP(M%"HT:,L/N^ \6@E*I!]E/R;]1'#
M-ALG-1YEI]Y:*N U?^&_%U?Z8@ZE-3:NS6' C36;EAC+_
MV-R@XK\^;V<_ %7TX5,UH5,7>!;_#L<'&=#YH\"5ZY*1RDU(*)G<2M"VM,4W5JES$=VAJ]DS1;2VS]*=\-+FT34:_+
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MC[_FP5'M"@B^K[8W%YNFU%G7Q:&I6/;U6!07S-^!@NORG(OHN+TJ
M-QOX\[W-+S>E2%NI0H[?5-4U5B@>I,*>KK8EF;G,QN6VEL36#;WN#5=M@S0W5]]41#!P60>OBQKZDLV_-WF[Q6:ZT8U^2%E\[#]%%]&U/
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M4-C)X[9L8L#&2#(]7!@
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MA_K,0LR;JK$UHA:J8U-&8\ CBP]2KIC@AZX<4B)$=[.!CP'#8F%%[3<1
M J<-&%#=_[@MH@\EPH\:. 2+[Y2NC?MQ&_V0[]$O:=U"_&SA
MO9/5VWQD3_<63@Y1P8TU=FC"1G" ]!+\+)L]&ORM!:(<=OD>XB;+L3YBK5M(
MX:@X?(3#!>Z2#:T^5IN/-K,._UK"P^Y6\#H[ 1
M_-0^)O%EJN/?X6N2[%*J^'?/B@G_7-:[JN94"U0NQ_;DF%NL_>/#7F-@->+X
MY2,PBTV?7C^=3*FBFV,.?#H4A3U9]UT \48GE\G8]G0;Q(-UVI74P^:'P7MO
M?-YQS&R#PBXJK=N^A6?%$6^!I=?%VB*K@856T+[*OWJW:-1)CZ^.X#AMKX>,F^Q.>%BLY,%=0:'Q^BQZ@XPNZR;%?EVN^IKC" 6/8*RCC4- 119=
MFJI1%Z6-I)H,3=X!YDN,4:Z.A^BZ*AH\S!# P5Y4-18)4)2MJEV<:@F$T[;(
M2+!YOS YX\)UQGL'[PBLP[3G(',]@J?.[Q!%O=UB0:,>!7/V+[852M4!2-A8
M:'F#.$*XT@([9NHCY@J 4]_\_*W5^%)_'74J4$X
M(=];L_!3?M^G+IO0\L>1!<%39(&OG5V^NG_$4I"Z)E/)@P?&)1G?M.'UKL,3@;9&9]W%M&@:2M]N752'=]:>*4!P?EY-EZ/?RZ6H.?TQD# D7=
M _BPIH-[]@=05'=E4W<\-*JR8(JU=AT^\+K[RK%J2L<3?K?]N$9O([2_JV6V
MGO-I[V$>;8M/(X\9]Z*I$-GNB<'+/EIW\1_4T4Z?@^OZPX,RX3-*9$D<+TP<
MMW6MDP+T 2&A3:7PF^/-$20==LTP80>%8?I2=F06X\7C(Q/J(U_^7F;(\EJOQ1;R_&D(,#
MW.5JL ?9]EI9>X6VJ_K4^.7 QH]YN;%^P*,@TSJ>'UN_$RC+CYL#^H2VF-4&
M-J"Q>MQ%0\(IR!1?W;J=J.Q&?XYJ_8>\@]6H!T73TOH80WF_C6)'!&+7]=XF
MWO/>+H^JU]SB*TFAO7HVM2S"5O4C%N\&5CD2*'T3^J#9F>MSZ2K:/2= VW3LG'/QVL%:3!;93P1^-ISB=N#%N;>S&BHP;XX>))+^OGQC@
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M>HPM@]Z^R8S"J =^]R@7]V[112C;WW 7IRMQU$_ILNG7CH&C!OJOH[$P_Q#<8#'5*"G4??T@KOHX+S=8]&BB>5")C&.!\+)(>.9-N)R.%V+QJ\N
M+"^'YJ\T3N/W0!!2- #Z,9Z<(N_A:7;2I1=2*3=96CC)&K(VRV8V&-#U)*L>
M'FXG+T?7PT4ZC'Y71Z
MS4KV0B2F&8N6+)9*4LJF:2.+L;D /F;738,"2<"890S#[H?2[9KJR0)7]D?T
M[KK2YI#CWI3Y58N"9,)55W[MCZV8=TV/C7HY$4/JZ-S"0\?X>-)=)X<
M?3ER;Q\X\PE6%C&]P'8CX
MP5-0CR8"XD\>^FIU>8.2C$![( *+JJO#@T![>")3)TVX4D1]UH"P*%]C?:)3
MH:,^(313;Y+X4CX8$SKI6-3EYR=4$ZK)QN/)AZE-%VM$+UH>C2AHM6=S*!LD
M2#^5#U18GB<4,\>
M_$BKZU)%/5VD"R&TX^D4EO-_PVO'1K%;-&Y#_? [40;=E"3)PGK';BF'-Y O
MZ&KHF7U!1KX@7DCL321>H$??]9AZP:JU6[@R+F[AE.DBB8WCJ^5E1G-TZ&\W
M%#N-6&CCVB^'Y*A+K4X]*5I-QNZ1T(\? >NSL;'&W=M[T9G5L'&?[Z=AT_D!C6M$HUST3
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M?/AU$7VH;L ._#
MZG*-9=NZ^)\CNGW6;?B]XT%X=.$93+@Z85![^15&+TR2/5-^9<.JY2)-DJ>E
M]U/EE-NQ_%F!_'=4IO^=W[!)NJO)H$Q:#/=<\B@I>:R+PZB[^ZX\'.Q([K:[
MN'7MI!VL45?#$,VE61@AF\S]"45#*=,F";=U>6T'AG<4-H&C+;C94*%S* \5
ML9.M93JY(*<)/2 ZS?>V+C$ ($_)[DX9=H4U1=,FXYEPJB>H201;DNI9Y&!]
MM)QZ+ 78$(Y*Z1X% >\\K);@G!"8?PIZMBC&,99 86'IFV3EVA,82'('CIT!0LF<_(#%*ZMQ?P#!RXM-]-TE!(MX,MV7*3U8^Q[^
M!=;_Y0_(GW_]?U!+ P04    " "MB5A(:C6M>,(]  "!^ ( $    &-L:2TR
M,#$U,3(S,2YXKNO_ RY=GIFJ=Q,ED=V=JYWE*?DN Q4QX]&O+XY?OG[AT
M_^WE\;MJS>OC__JO?GE
MIY]^>7WLS:X+P&O =/CX\O'MR^Y6$"E
MU\>O_GE]=2OA7BC 7Y[N1%#%GTU@&/Q/9!<--^"
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MCV(>L@!GT0D)44IOEY0F\0N/!;^^& !78)+C$M YBYC$&6;+Z]?>D5-1MHMIV"(IA&_RG_7@L:0Y-R=*[@0U8[ S'5A+'PTW"+BB5F
M^GK9UYPC^V!4\3&>SJ=K*B0E)HYI*IA9]\;,NK)-;SKWRE8/3!S/Q%,2+R]"
M_CB4AR6\F84_C6$A-NK)5@\L;+'PC,5^R.-4T!OJ [5W@D0Q\:7$HS$0I"&=
MSF>I\)>P
M#WEWR/V\0T_VZ)5=_NC]D/7ZXT$N#')Q*8T*.9LNH\]@')<3[2-G4?([E !8
M?)NN5D1LIO,+%L':QT@XX['$>3HW5-/(T'?JU2QO/[7EK8(7_.W5N_!D'U[>
M"0BBP@[EL,#/RQ'$K\;Z!PG=DX3>T!A,_IK-\%UD=-M^^Z3TKSN3T@S#NN5S
M$-0="2KL-:D0-#A=XJ8V?L]Y\,C"NI-77\1&U#^(XU.*+$S"*8#ZC
MB:PUYKJ S,S_:YOY93/*'C]P:)#"@+]XE+ HA>X*?5RL)Y>@E%?T0O!5-R!,
MC!L:HL*^H=##-QK E\^1R'Z\)RR*KSC,&:T*^=[]F^7J;Z_?M)1*I>/JDE5=
MU!2:'N*IA4<=DN'JYAVQ!DOH643 PE-=@R9.--&$F84)%!*PY!?J;(KKKYHT2>/SZ]=NF
M!!8(_,63*'@9#I5EJ42CL3?-4?%R7$"H"G0\Q.<@6_N5+8WBVUW#UN7IH*0&
M"-(I7ZV8VC#!,)_*%6)!83!I?)'B'N<:4%NEJQLF,%4ZE_)3Z][[02'@91AX"H5">%"D%!:>0N,@3<.DZ8Y&)$J,
M4M$%8N;N3VVC6C62,>? FV%+!A3"PLK0R$LVIURLN;(!;Q/N?UWR,* B/O]W
MRI)-J=UO*!B-/@L949[%6]B#TO@S8'P9G9"8^>?K^+0!3AC80IF91U$
MM^ZXA9U9(M\=MR02\3]" CQ%@5HJ*^@-4IP2\*50]Q14^6),<[
MG]UZ%6R].]Z$RZAJ0AX4F/$X+^,$LNX\QC.TBA\15H^)[Z>K5.Z1SBB,B*_8
M5!7$415K<\!6YT81Q[ 8/&C,1?1(BK6GNJEY67%QK?3D5;MJROCX%@YR:U3N
M6416_B^,Y#F8.2H6)&+?)-:@Y- &B]'C40Y"TXP=
M4,/$S&.8GRW3LMJFU+6R5>7V*-L],-+ R%NVB-@<=!BL?+X/&WOT!7F#![Z-"LWJ#[GJX=#;KB.Z5BC5@2L["#O9-FRD
MAX,=_J Q81\'UNX@4&/;D(L>UNX@>.+ WL&!#^:(AQY6]8D:.'K]N^Z&
M)DQD3K#5FL+.2_I,%H*J"TQ-ON^B2;-(=+A>\DZ]K%[%G*16&>
MEIU[U=Z]LON#Q/380YD+;7Y!F/B=A"G\J0Q[&.@K1NY1J7;X:\94-4M A_>F
M\@/OLD#SGFP??ZD>I!A4^CBP>;MPHQ'A0SUL['#Q&,.!#AP;&-)CBN7IX4E?
M$,^!![L)W7E&7$T/!SM\,Z.#7@Y<-G#Y$T>W90)?H:'%9910H!]=I;?I?]J]66#PPU>A 6N.+<4)@3N-JTO0>-T<2!'T;OIPPPFA&1;,QG2AHX,W\Z/#OYQ1K9U.& :;B5& 6P@:+!_TYA
MX*@(-\4E\G9DT]A:9B9V>'J*=KVBXIIN#6C@SV]ZVV=:9INC JMT%V70S<&1M,UM_:K-U7)Z5 []W
M%WG3S>^1M1;6!T"I,#S\>&X^A4<0>,F7]_[5+#C2PD!_9L&Z.CF8 F
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MQ/AHEJ)73W7KR7Y+M\9!5+8-DICXL%E1;]?T:H:1MTQ@O"%FWVB<>P>)M*Q]XT\LJN/>S;
M(Y%4&<%!B
MLSX/@K&U8-1?FKGB<8RON)2:>[R C&VQ3U#^-DQ06J_1R&=D?E2/TE16HH/,
M["<^M&_!V;H=LWP\,TG;8779FT 4BN [O/NX@R<>GQEZ7-$_AY<<;4@9)D,A
MT>96G?==1N=$1"Q:R.?/OHL,/AN!/@EM6=1;2VB&ZG_$^>DHIFG.T,W7S8,@
M[T:0!T7,%T*4V[O!9(6G9=],!P [;-DL>L^+TZ])7H&%5T7C($L[?MXV9_HG
MCHB2$ 8[E8\Q5&+=SJA@#]+RJ9P.QHE(3<^V6<"@3S;;@7=ZV22:9W!+ >0.F:>
M#LYW>F#I3EA:&A8=A2/8/*B=/M:W#S$UK*^:(IT@!Y'8S56:OAD_NKY9!+9+
MG'M0!3OGNWKXYS+*EM!H@2F)(BKB)5O?%I7/Z'UR(XMUJF)O_?3)44N5#)(C
MA0[NH^^6U"N0\BI8P6Z[; H1\S+,#J*WVVM>?:IGZW:,HO/\3,\';;0WD2B,
MC*$5GBDZ6_?7)V(M[316Q"H&T+BJ!Y'\;BG)-<*WPY;-8K;O!.4'2=KU)=O*+?RO)W"&GF,KHE(I/W3C)5_AA2-:;5/@EKA0CT25/3=&8A_$)^=B@].S42D,GIY
M)OB_J/^L-6M0WNM!3G8J)](-]PS!Z*[?)PFMD/L>29"]
M'#B_UUP[MTN"URW6J?"78"/"?%L(LI(7;QY@D8^"&\J*>%#<5F,+LQP:3(/>
M8Q&;N)@E?^-\._29Y_0MC:M6PAM
M<1*I1+9V"(D(>H"A5Z!X$,^]BF=^K0BTA502.Y3"WJ;[A.W=#H2MN#8%6"@U
M>!"H_1J'Q7%BQ923%M0.C,/>MOM$JN5#V<8XK!Q#5@W%PDX\B-2^1.H+98LE
M6#N3!RK(@D[B.%VMC0%A^^FE3\Q:#IIGBEF.D9>AY%5P.@C<'@6NR7;!9[KR.ZK[S@<
M1&=+T:ELPD'3XE7AS/+\1)/BBK#*5GG'U;^8K5(%UZ105G)FJ&#MH*RO7),7FP@89>Z-
MNO5>+"%'TN7B*1QK.3"E]5+VY%6[JJ]!E6V0PK::(=K4S/]?*P[^YY[$(!-S
M[TE^20#HUQA"^Y6+P"YKY5$Z".;=9KW@ 1?JN-Q[>RA>.??_[YE81ZM2YX^"K'/&\@
M80E6/RLZ\;"7^"\>"0'+5[NB&[@\ENZF8.R)\MK#77NA/23W8VF'*C3<(]%7
MV/Y^J(59.9;:QD3>$\VG92^=E/_C%5FO&:S*\C?\BB*NQ$)] ,+!:OWTW
MHK^8^B\7_ $4-8-FCG\Z>GT,HZ;MMK,._G%45MZB=Q6'2T)1X\^K0+5*H38: D5B9!,KKS
M.8GO92MI?+0@9(V,?3=$'CHKOJ)A$N=?CLJFMA#/.%D+;/-XC' 6E>1?1V7U
M&@(T5(D$T%B'I>B_T7"-\2T4]D"#RV@2/*!.Q=LVF&-.1NFN>(V%PF=(4V(]"8WL>P^J1((=YC7^>@
M#$!@>9)_P[+%>' G&U(+0)(7W9,0,0&R9%H]+<6P[4P$NY?]P#[C_,FGF%K_
M5%GJ0%5^Q(H>HX\/!>%;U-LO_4&J'%BM 0CHO8'^RP@&"!:M,ZK^55NM43+P
MO":<')4S[J?9/;/S*)%/+Q0NAPF@((B?%)(P#-9 )TI2M!A,))KBC8E6H[8[O!E6==[/7B5&]V27O\TG1C]%"PNUM
M-B7ZH$P+J(3\OC1,TP0-S@ FH)Z$.M ^*2C,7ZUEWQ&SK4:XM.5-(%:''W-%
M\$@.:8YM_9-5[& 9/Z'^5RJD3;#!5>V*84[O..&17.B:'T&EW#WBYR^@Q<4#
MHX^-=7*7+=K54WT@7T/C'4";F XQ2G%?68+\:XRNPC7WR'NC'12T?<5'\G@"I9VUCV.
MLO)0_B+%C&[7+&*K=*6.NN//H,#%)QZ=8EL2_<)](--/WM&GY"0$JZ)8X7;6
MG$D2DAQNG\*0I2E#:SNGKO[)LOT](YOLR=$K1M/RD?4[\E0:?WU 3KI[C/EY
M[_&LM;05>^">[YX+DE^64"[\])Y>[LI15TZ3<^ASA2=[GV,Z3T.P_&B<)\>;:)/ ]6F*F71S>RH070J:;Y!Q9W_Y
ML+DB$6UYY8;".TD8;*7'T-4!;MF5N&1"^3T+)^<)!^WU0$1#!@=!6B:FF!IW
M-#H-R:9UDJ8IMHTV.IFEF%Q#5[<)_)$T43>!V$4_?Y\N7Q].B1 ;T*#R'9^<
M@#X@)P.9KGBTP-V=NNI9[.O;G^U@;][(&[P/DSB+#@"&3.=W7%T#0>_**2\W
M3\]I0+O!6*MZW^-<$5'!5V+B,L"LJ\1%WE6NM4Q6>#GSFPI'IR16P4/9Q:UH
M(4G)Z1M?S1[([V574\)]VXSGM&2=5/]"JR_Z;S^KG+;J(W5
MQK!04B,K&21!QA6B0?8]]Y(J'<\U39:\XL=0SZ*R;S3HNANI3@1ND^PMKSZ9
MV$<7UH7E>>2=J"EZNP3S8A_#9VS?^MAM0U$UI%.^KU&$.NVH,2=/";8AKGH_
M$^^:5E:HYXR9N=D_S>@UPH6?,V+MIOXTHU2[T[SY1)/GC%-78RY:BUMI&M0N
M]6W-\YOYLPQ.Q7GXG,&I-^.DJ5T<9>*&0&[QEI/SK#NOX&6$&5I4X!(-
MRKBEPNT_MI:3\U+B'9$0]MPRX562BL+@TY39=!_=T <>8@AP?>^<6^0888FX
M(<:Y4Q,U?'W2/K<1VS&P3S1 W!"G'.?I?<@62M*:D;$#H9W0M?@&Z6]=V\FQZ+Q;\UD:#O!)RFZ%H[/R&;3RZ6WC-9W13=F<2O58WH:30%?H
MI+EPQ>ZYR&T=7%9*Z6T76-6X%<_ ">=?:^>=FC(G1[P>2-]M7$X>").HWW&U
ME,A9D27/[X[(WZXA-R/U*\OG#0TH% 9@!E0(Z+I#IX>T>K7NAF943^<89"A/
MOL9#YF]:9U!#@:T?*.6(9B?P0V@R
M@]JG*'M_.Y8W^"OY>F9D@YCIJ!M=S3JEEW&<*A-/S[0>&.LTR*TXSG588<'F
MDV?XN$1KR!D.;IVRKJT,&+9@H"->U^0);[Z-V@@-JNWD1JB;F@0YV'1H# .U
M?;E.F1F_R]W79 X&OXPPN\6@4Y\V/#3#8&TZ%/.<)S-\Y.H)=XR%]E-H9S04
M?O#A\#;)PGA@E7N^:1]6(X:U$'M$O6^OG,WO:@CC#2:+!APO*"U>G+XFFW-\
MA>..R[7YCI@W[A%T%ME%UW#U%]<7[+JV'1X ZU0FOTXW*5CEL4I"M2T$WK3] =M6MJG=<+D$V:DZ$>N?;")W
M3;]]N^)-1=7Z:G>J?\(7KLH;J/6(*)C0]0\?:!ADIV.%(^(9#;@83G1'(Z@D
M_>B-8]#.$LM'GF![,9^M530;IKUJ1L48 "P?0/QJ&SOMSV
M;:@H688;5)"EX*/SC:=)Y1 YLQS+ZU$C:SEYD)![>6XH*XC #,4R4V6>D[-E
MFXVN93U/42,U\^?H'E"B4I>I#,WRO>#*JTS@\\Q#?"8+D3\A:0Y
M/S'0'S28*[EQS0BS#BK;/,N6/"!C\EJP4*:.K&=,SF[F/O)V7L.]]6!YA2N<
M'E!'NMQ.:1RK<,SY-?D7GG:6DV$"_WU@>'>9)%D <3R1C]UAVK_L*"JDI86^
MO^8MNS4G(6R8<"*"A7O&T_MDGH83W\?(H^SL0..6WZ:B=0=]KABJ)]_Y\P6?
MUWBY(J"K=;:;;*>BW;ZZU8S ,"9S)A\,;L<3-2)$!X%:=JU)5SJBI>(S5'SN
M"=@P01=)P\%M9TZ507^9:"&^5G[,**OE
M;SMRM76=(S>;,/7#O$&0EE=Q$X[*@S*$F@+2@9!QJEH/U<@45SW2
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M+?.CF+/7/"(^_\"5'=-FR0! ^Z0\4*
M:Y)03NML(]'67#2-1<"=L+\L4V+&<3R T+5K>_'!]C0G4ZR9,8G+4*&
M MOG"*JG3R [2[6=Z62) <8N 2>?SF]+W7IYV7!;Z(LM3W$82[DRDSA1%TQ(
MM&E/[#XH-_64S(L]1E%U57!C7E11S5.B7LVZYTAV<
M$T(G7VM[).'7]SHIZX:PG!PJ7)%_\<_BGF#<)P7L# ;D4&#+@H7#O";BJ]QP
MP)K-H\NV5/4 65[7H_*1A7FR*=/)MQ?U(9#.3'1IJ_<:\^Z@_@&ZCV'+RM/%
MLGR9X)8]:8WY437L$O=>P!+Q$98$JA[/G0L>)0,UP99U+0?*9_$JMPG'T#^,
M=&^^Z-0,;3&#?I= N=X$37R>Q)/D M;Z#2SR7W/\Z@SKA;(G.>Q(F_Q#OO(CNZ:^P9].66C[Y4/L$\8[),#W(!YAH-3K*%I7RS91"HDWDG
M\BRF13[Y*,%T$NJ_>>IH=5$+*9)9;8K;P&5O94MYQ*HCJ@[*L,O-UJ5,.63NCE@'.
M"9.]Y6[4RUB]V/9I:2POD1>90MI/.>L!+-ZI/]6$8\2EO-=?61A3P<4+T%K\
M6SGH!D$ZJ;[5FGS'<<&IK]/%-R?Q/A4;J!=^P%>RA^P51\"[X5V1=WR*#*)X
M':I<%9N*N@=VK^D.^[1&CN-DO18UBS/8_-Q5%\30!6#9GWF/Z='D53E,;B?7LQ@]
M_DWI&@)H.1@CC5E$XWCB_SME:-[SJ$P'GU] EDU@6H\9884ML55--U-#S"JI
M[RH/U*BE"/'%N.3*7G 0L$5[ONMV2_L-S!X@ZY>OS]@<=#,%!I[0Y)'22)?9
M%<-_,4-3GK>]T.W/:,!-0;VE"_Q]0_$I$/F:4O&(%!!0O)!026'/A0)&8K+:
MI0#LIC$WAVK8Q1G'K\=(1VK5[92EA*UL3_4 3J[Z: 5CW-CM)GP@T1?2.,34
M%UNV*[N>@7@/G<8X,6@\Q?,NF"RP$BZQHGJFIU1$6]9V6+M/;P!"*;"_&F&%F_=VD/\00#?\A,4EY6E4#O0M#X,F8TR 
M=KFB[D>V0\.J5/3 [.LFY8 \PVL>DU V!LHV3'&(M2LY+N332%62>^'IO'YD
MLL/VW+0*-"]E(=)*9U6S(9)$,AI0T+M^RG;577RS*Q$'N-*P$Q&/W"6N#/;J#=O[ ZO
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M]X,Y0,8=%8)=D>9%:TV9;8%YT.';761]D4CCH\--'708&C'B$*_RSC"3#7L
M+Q7UPTLC9&>A;5<&.KH,6.O+74 <]54/[CH0VVY7X[#K
MBQU VSCH1@C;7K"Y<<0PF*0>:%>(DFZ-H329@2W/%W4HBBA>,?F(;<*CKCBJ(8 .[$$&
M4#( SA4QDW\%,8_,X3HZ,-LV+R S(:33UNTJR9IB!R;Q9130-87_1#YM930Q0KBR+N3O+2A5KUV,NZ'L:Z#?2;I8ZC1/
M5Z$#0E,/W9/_W*88*; $Y#JB,,?5<8= Y4&3P5A++B(2AGTAOKTU[ M<'DO*
MPY"JB$1YJ42WZNG@G"%$;1S0$54\CZ4EQ@1K?0W!FPH+WLXKU5WDP"S1(JPI
MM.\\TV&L*7-EB?L"B/#'>X&O"AGNNNG '!"5W']<&J/R9J6\\P'_Z0I_'5C#
M.H_*Y%:590#O&Y+5.HUU3JAQM9PDL@PE&D]J7UTG"9:+^Q9LU5=SE\PM)=A<
MU4UR\8,F973NNP,7A( 1A"@F]V,!I AIWV#ZCM#>%O5?-GX7_E\
MKKF+/+:>PX0B0[8E5E_7 1.BO7+P,%W=,](Y:\=5L6[[UPZ?^3**>=2QC^Z'
MO*[
MRYRQ]DM?6&4[9K"SMJMJ?=IFB(*1'K/UFD0;4YHB#91UGFD>B>@LL3^1#4]:
M.(SR %K4(.OILRV@L3=,@8M="-M*'F#LB_=
M7S@//G \R^G.+Z,IMZ[R5&Q%Q[JJ*;,M+ER+L*;,\A8ME%O'+"5#:U[JBVV/
ML\SOI$-;7^P"VG(3:49=!V)[41>&0=>6.H"T\M.:$-=!6#=<#2.N+77 [:/'
M6E]L?;$IPI,TJ)M!7$&_1SD. 72%%+/&&0!GWY=8R].)_[T!32/-1(U_<6@%
MVTM9/?L+_);G$Q,F.K;6@Z&=(:IT: PCJP_>]B)87K'%J9*EH,]8T1&K.1S>
M@9UP3;1 *>0)]LN$2[AU9 S"-(5S55-?-R;H,(,[$Z\=1]%
M V'=(6B00AA3P1W22C_D&/H&U7+&T.Q5Y8- ;:])#T.GUS!09\CI2"_>3]B@
M2@XLP0-9-A#6^JKUA0B*T8&T_:"+MM2Z:6I 6EOJ@((VH:TOMZ]T#7CKB^UK
M(Q/:VF+K[CH#UMI2^UJ$QHF/;YQ1,0O)-])6)#H ^[K$B+H)P 6-8D;>".* 
M7C%B;X1P0+N8D3=!V-#6-?SMU\W(6P1N].#
M=Q9:U^]ZE'6%]A6C'F=MJ7V%:$!:5VI=$>IQUA4ZH  -2&N+'5!\>K3UQ9:U
MAVFL=84NG&(:AEI?;EM38_R-25EKRVVK/OF.D$G[Z0$'E7?1=;>LS:!.+!P#3HB=Y8$] 84R&E<
MJ)IRZUMO$][Z8NL3=AK0,.P^X^@HE#X?OHR0(OU5'2&U(J6NE*:
MUD">$=BZ$'9FH)9O33UL.F-?!E=PAK3:K>Q4]!'6 ^XB6?!U!%4=T"X2I?QH
M(^CJKF#?]&GKN1F!A@@"@D7J=YA PZO8)6\F^+] 6\>?HX"*,QC^D*\18!(%
MV2]$#OC1V-!O4<\NH3>4A.=Q0A(**$Y\/UVE(?P ;->"^DQ6/H,/L'S%@* /
M13FMVU7M)%\YB$
M<9M*+9SK!&J$;R!S1]:V-!@!O7_>6 R3@;'5G1P-S R!+X!S_^L9>V !C8)X
M1L7MD@@Z(RR88=J(*+E! F/X@T6+J0A8A,A&/E\50K*+AKJ7,UC+UJKR/M7=
M%O@#IU,13>>G9,T2$MYQ67O)0UB_XV>,2U^[-H<)7Z:Y_7<*R#>,E_9WN\;)
M"1A,C]=XNI]<41+3RR@AT8(!0G$=\R& =DDYH_<)*!(?MP33 CF TW:K.'YQN=#&,ISRK
M]<>F'7>$HTG/*OW!*65?KC4GZWI(*2>4+'<;U6[8]+/2 0QZ,(SVO\
M<6G^1)-1%"MX)^F]XM'BCHH5TG%- ''8X-,8;#ZR41N%^4RPR&=K$N8DCZOB
M/-551DVBH)..A@FS??4_S6A4#)OMJ_]Y1J-J[CRG@3_-B%2-H&?4__.,1\4T
M>D;]/\5X3-#H>>Z@-!OY4XQ,S9C:MK*3(R&]2B20BF*X1,CY_HL)G4 ;DGV*785@>VNRM=<-8QMA>O$_ORF_KQ:R,
ME+]TBZ"7F8'8%^^];"W@1@^5&#%-&8SHN0VNE\SGPJ
MXKLE2;[ SNT]R%:":5GC1# \!92N4"E3Q0Q^;B,&Z5MS/(I[0)\@7="]'K?E
M5-S1"+!M$5=^_B[H%OIG=][RS)O]'D3J&;[Q>BLV/>$G:@NV$IFT$J@0L))S)0ZGLKNHPK1?L";8P8&0L*!8BAX;2VEW5H)L"ZK,5
M"2U2^SF*M^>MKK+#W/TUA^$* :
MMGA'GHK0EL'@)CG(%J"]AHSW^6=T[IESL,50L',VQ]-D205LGZ/,/J!?26[T+HB/.]'-^5,"R@SI:MZRV:JF79D?C#*^I+H=L=6:
MMB_?T ?&T[@/]>;5FY&UG+FMK.Z#3I(9Z*O+%;9"0NV592.P79*DGZ=N7-0_
M6;:M\B5 [?WB]YP'CX#2) JDY:*<6G>(86DYCZAALFT2 7+82UN0_++S\MO1X\PO2WY&U[!_+ _3!\(:I@;;
M_Z%D:>718 HU&[>]\)K73 #6IR1>%K-_7!T7S1H6>K+J-;MH@8Z'3 KMP0SV =]4&.:Z;B($A'340C[BW3<#"T
M4R9A&?IES,W;#V8Y4 R]]A1!;F$E2:;S4]"IT&TO3E-8JN./#RT:],5VT;Z, MBX^(,M&B;^D01K"#DA_JJ"6P3OZE)R$W/]:K"=;5361
MF^1P>U56RKX!?1KR&+V,/"ZW#[I"-U.+Y$Z"2\04MSRNWJ.>F %[3.&8T%5=T_I4_LN3;
M!!-DJ6]W2QC_!DM'P%NV:"I>^D_P][(C99@1Q!'G8A8W(UO5.!@[06P;RYIY
M+V=&)6:UM)6'5W RF'6H4P;C8- (RMQ7L-TNO#.7T9@TY_WJ#EE=)2&/[V -D.PE-L3SDT[6.O@G $4U$HTBC@*HE;B![
M)YB<$-T(MTIM;[ZSVY$G:CZ=(_9B&FQ9[\#9Y+ZW]-5TGMGAX;BRM[8J68R[8/1>POK:"G+H*
MW$"U%:+45> (JFU-UUWD!KKMR=M9XDS@DW2QX^_*-_G@!_Z&+5WULYQWFSL"
M2E6TG6.[;M3ZTU=YM%1;8._>O.C>E7OFI(X52ENZV>\XZI8C^BK(IO'K%VP"!;OW.M:
M#0/ONO#XS#9L7GALAU9DV^I)$,CTX[CG5MA^(<5UW;,4SU[K7-])2W;CG#IL
MMUNZ3N1$_ 3]+[T+$.3A1GY_;>>(5ONP[6M]RE"+'
M^\C1(IZ**QICEI3HFO-@$Y\0\E85U2D=4\'V)79$:Y(A-14?V&+9M QZ8)SC
MS6T",D1$,.-!IEK63[OK>(F$3/Q:S"TY7T48"G#O!N;J-9G
MZP]VG&P?+$!C.85CX)3P*D16]A=9!O=!RH>2>(O52*ON(FRKMBZ"I2H*>= ?D.Y
MI5CZP5PDHZ5F^L&<)*.M=(8 .I"(D83J(@]>@X?_^S1LZ)]>*,LWY$,874$F
M2>TX^O*R<;6A#\JZ4%5?X3PE(J(+1KL >\*8?+(8!A-)E!7R,F.-88SJK^"];F38TH>
MKP$7N8B83C^T<)85,]X)E39JE8LWC@E%# %WDUVVZ6D&_TSG>U2+1YC:_+WD.E@SZ!*]X
M'!NO1Q2.MEVT9/UJQ2F@K!XBS*9>P_K6%EOVB;*G&0XE+*PXA[+;1=6$JFD=OT \X
M$ "EH)XW53JG?CM:5^KJC>@FONU;T"8(IVX^3T#P\80S5ND,-X69V?[N9#Z\
M#$\>I?%TO08%F$8PW.WKG0/@; 9K=*,W6>$%>C,)!)$;5T:
M!NKJ(K5M.A:88G,N5CB[=Y3@I:M%R[&!E8=I[@0)FC>U],5_T.P^F#@'11%W
MH&&(G_%)M&=S5MNL97-S6WJ*=4:]4(3V]9U@BT5EY[67IDTKF81W>[1PCN %
M<[*)=S=.]48MZXL>LV2(H=8&=M)BDX=DL&DAH2*C,K>;*4?Z 2V?#+ 5S314
MEDFL08&^W+;7&;2#"7,3@&74*2[T\*5]!Z*[R'X2 .C81R #ZOU@MM.=J,<4
M&B\@-E.=F(%L'&N9::/JV([\C;A*AX &
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MHV65CB;B)>L./.PN5N
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M=< ^&'!
Z 45WL2?B&"XF:67A _>U3-0,^P>I8C%HI963KR
MZ]L)($1-)!KT3>QMFK ^U?1I13HBXH"2CL/ YS5A_R2(?:/!>WQA0R9:B6IZ
MQ2#7*_*?_P]02P,$%     @ K8E82-2[9:I5
M'   I]P! !0   !C;&DM,C Q-3$R,S%?8V%L+GAM;.U=6W/;.+)^/U7['WB\
M#R=3-8XEWV*G)KOER$Y64_;(Y?!B\B*1$D0((B
M0.DIC@TT^_+AUNAN_/+/MYFE+9#K8XC4WO%_HLV0JY/?CFVC8_:K?.*
M7/C+T[LV'FO[^S&]K[H'K1Q;"PD??APN_S**:3OV
M9^WPX/#HX' P/-4./Q\??QX,M=N;9<,;X'6**UM:V/[Q!%_30%[;^[+WXOOS
MSP<'KZ^O']^>7.NCXSY#Q\'10=)P+VKY^Q
M[?FZ;:2]")FB?L/S\_.#\*_0U,.?O;#_M6/H?FB!2KXT:@ORO_VDV3[YU?[P
MI/I9([<4.,-^:;1;%V D>Z]?+.<5X'\9T@V9?\2
M>X;E>($+W0V@_N#JMJ<;H7+(B#$#"TVFMX%KO !6;UULH O+B@?!)?)U;+$+
M)N9CXD0>VPOD^:%2Q_8C3*:ING]UL.W_#G^!9MY],)OI[OMD^@W; 'ZL6[>.
MAPE3DVE)M_KJV11C':KR#GF!E1^,LBBS-FOBU'F)ILB%=7GTHKO/R/ON..8K
MMJP+VYSX+\B]\#R8?7]#?CIJF'K45V+;#(F&OKG.K+@A*/(.602,=PA$^ N9\)M'VXW_\UV'G.ZS_K@+QK!U:96_U=?[)0@K[)DX6?=3^_[K@8IM YS*'Z
M>SA;7%@^= )N74!Y7 ;XM3R,B9S7"T2  KHQ#+SW"^PLC[
M%I!9_@;;>!;,[J!%RLAD^MUU MN\1GJC<2;TZ^*4\H!@5^$W%:Z0BD HP[=A
M>& RQ?CO(\>=.]'T<^\[QH\7QS+AS'SU9X#]]Q12L/]T0+T6UJ/-TCTL4LA[
MA#/NV(:C+C:NYAX91$-1=Z
M\Y%M(G/Y6^R3CPP&P\% V]>6Y.#G+$4M)JG%-$.V@7$XB>7(AR.OE-B)S]P3!V?OP]_O4?UUA_ G#[, &"
M8M<'0O)-2W]"5NC^8NKVQ^G1\>!L\.GH]/3T?'A^=C88)&;9K'SKK,%>R@J(
M,^\6ED> QH4/N\^GP">+XX/SFT..'SZ@ %AY'MNP+0#@4;0@ACCHZN1\>'9T
M\&8QP6.DE'SJ8#%9M9Q8Y^!9CW5(7KK&1&WNA*P*@0
M)5!P89HXXNM6QW R'.ES[!,F"Z% ::T"'AAMRR.A$HL]\2S%GH3?=2M %,NN
M-NN129E$4V*PWA%'@HW,*]VU8=KRMHN,&B[02VG[D=AM^X 3(S
M^A@%KHML'_Y&CG/1?V@'EYKD^H 'H;+'X#F6;6F]Q ML(MM,I.3 !DO7G"X^
M#4 71\KAH+:O;!_'7%C*U_VI+UUZ('X!=_D# 7CX0(
MXP4)5[@P%^0ZFAP9R-H&'[I$#M-^2GD1QC.XZRH=>W5$>JXNW;9%OKI8^E/ 0I!)]#;!%KIY 8+*Z:*-898;1
MNMZPQV9D%);%L]2%4;_AMS!V!^82YQCA
M;T&[+!&5C6CF=3D$71Y+=UIL3U!9MP\D4Y0D<,$_9!9=P' BJ2'^2'?==]C"
MEH;@L/15R>SU!9)U(Y%)7*88,=-")5-5L11UWIR[NI9,=:
MLBAQOY-4$R#;ELCI36XQ2,4!VK4>M8-*!N64@N^RIJN8X_A".I6';L7"MBH9
MD%V FC@?83()&;Y$;)DS'
MF=(4=%);=W-$(<4X2#D->D$.P-YD^J"_ <,QKR'?U -*;8KR#=$*R^;/*V+E
M5N*.*R]T5((B (6E(M5*$$8J"J)]Q%3]83F="=S0ZHX?H@B3_'6H2AHB(N (M86)%BE,W!?AM7Q
MUG6FV"]8&M<;*&(^1L;Y7(,=3>'5VS2!Y7?:^9@\J&$$1IW-LC#%M'SDHJT"
M3K(/BD2]>ILCVT-+J:(LQQODOSAFYE*L>$&H1TL^F&S0ZFMKCT =*E'C)=%.
M+&A%QD/<2A[(B+=:T214+3SGN:0SCTT:WD'TE-5<9I=M@P&G)OA\-%+L
M<]B6&ZZ^VP:2NBI1HIK$ZAA(IL8+VTR2!1GGD8*>VX:4>@KA.SUUA!-2ISWT
M\I%C^WSYP$1I($QIG^W"!K\J^"(R.EIK4K%(U"AY#*!JA2GIL:V(8%.$$F$=
MF=<<)O;5&]%=@+T7(A5Y#(1:?J.RW_9A@U\=?,$C'2IRE!2WE04&G
MC@U>#2EQ;$ES">[0 ME!24!845/YH,%JG76[,LNG1%#)4@_1ZQ^1-I;Q7N$O
M8S&K)H)* GDE'8&23J7)S:HP9V$OG245+A'<*SI\#U&)(M\TU[96]F
M 96(%/J.;("O159$5S?@(^5CG-:\5Q;F$E()[U&8,[*FD;*\F+7&O;(PAXA*
MI--$S['E-S)EUEUIVC_;L@C(Y[GI*E9%=W^ &.4C-M^H5]9D$$T)CPM)[P\3
M]B,'!&WWM-I,/EO6/RXQR<89$]AYD:D'_:W\ K^HJ7Q69;)-V0FX0C@E3L"/
M?E)BE6B#8L]\H]Y8DD$L)2]OFI3D&:3ZI92Q^Z=2X5HZP1\J4FS-L8\\G$BY0
M^8ZHHI?RQFXB9\MG&4H%YV03=X_NY7O<0EM=
M&'\&.(I*N4-AT:ZBI:^D92_LQ"-;;*4SJ38:B99^9CV>.HB%);:N\Q?BE2QP" ZG'91CW-Y[-=>R&559>
M=/>9>I0L;JR\;6N(EQA7;GI.4PPZ
MO0Q<$N7ZHGMH$OBW".0PZTQ:#3_5:SQN7'%*N.U7:W5]U3UL4"!':=O]/I%2
M-RSDKW&MM92*?,.CU'K<==8J)%7BOIBS]B G1#CH]08L366NN7!OOBXKJ?7\
MS7)>6/O/687OL9/EZ$(184J=D)R#?>&UML?69H
MJ Y9'QBK77Q,!C,WM,FZD2N$52(Y)GM- 3];J-XM#JUK7C&GH)CSOJ&@MAKX
MUON.\/%O^#J:3*?$X1"]$$ <#V//"\@CP"4ODE9WW )LU%2"$@?B9&M,[J]G
MY#*F;*XH;KP%". 07(EDG<1Q_=UU@ODR[;S8#\0?%R"$^!:@JD5%*9%8E)5B
M,OV&;9A.,T'"H2(">IHO:_@P'81=NZ\,F'S)C]):MVR=
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M?)&HG2\C,=33Y]]_=;#M_PY_#*B):XR]>XP6$9JH#%YM.&D(RU\Q$#)#R$9#$M7$L][P4=D&^ C02,O!I"W-/+\Y/O+2^TC6
MV6:EVS9 I(X*.$-*)9A51HYE(2/R!EX[NLV #;;>VP"1!IIHN?AF6Y=M=X@<
M\0Q20A94R7S1EN^65\@9*&38-VC44D%U3*H4TP=%6_O<1L@L*>5:TWC+;5TE>N21(9_GEK,9H
M^US[+;-^M>R*N,:7$N63P"M\$JO-M\#Z7*)7>L0E,_Y(GV-?M[*7AY4(*.BS
M53!@E9_3RRW!'5E2J8AE,U#9;QLP44L':OBN"T5CV2DP],RKY1S4K%L8!]ELOUHFY;!@MF%73Q5E1RI9MYOBRJCOT<5PH&
M?43YN:&"=+QZ=UZ/2(\A(% AO+[JI=]1>/%HDK%M.1Y,:>3*Q?8?7-WV]/ J
MQKLW7I 9D"B2V\ UR/L MRXVT(45HA"36F6^CBVVLM+'@Z/!B;:OI1^$_T3?
MU+(?U3XDGR75I9,/:^&7M?33/VD?XJ__U$7=Z00'(V?V!$ B'($LSK--DN7'
M)@B%ISA,-PQC>Y-@B@L[FW4(?PMFR*3G7 G_2A=KC4@A2J/,Q7](OLFL)=QE
M5[@-J5&)1Q=$ZJ(JCN#^23/FM
M';P[T"]?Y7GY)N6Q?6OI!MK(A)S[U@ZM'>BWY22CUM'Z%5G.ZP:W$&O?RVGU
M; !:/>H1:E?<$-UHDS/:J[W'_%+W:*;T,JG2:F2>X,MFUWCWQ%[N^S*Z0;=N
ME^4Y2[KQ^6Z/UWVW&?[@9RW_*2W\EI9\3/L0XOK
MHD-1D^IJ[()00&S8YW/1_5OBH020%&^&:ZYR9/)K W5=/&D
M?!TY2$T]F(]<\MZ _[Y^T2&,[@Y =12DQ-/S=<3/;@-L,Z(@<"HN)J^*O#-8M>N5@4V>T 5:O:ZL*G7T<8>@RK
M (H['#515$WGNDS'Y3OD!18)!T\?JA!Z8#X5=F"..24_IKSV\(P1=8!<
MI=MS'+6K)\[DZ$TD+JR4X?_N..8KMJQ$C,BI"NI*TQF8>O#M]T\&P]7]?O(5
M+?[,SUKR(0V^I(6?TJ)O_:P!?_G,!X[>'>_TZ3=#A2VZ6,>6!B_)D,^UD6^.
M*-!R=M6HYKX+/V*.J^_N^JFNN%&>_R'P?]RQ]JO5FY^ &652(E(\)TO\)E^1
M+2O;RV-6#A-5#+5*^90R<;0O0-3A6MF^9R9FDZ\+?_J%840/ Z"5L+T(^)5)'DN,@Q<[)GY4S8"GC+6<^
MB+%,6,&:!".'"$M+6<,9_P[-8>4)%Z" FJC#W%\YVS:3K&8B0:LU,[)EJ?D\
M1J?K'J.4G$;H=>O6RN;N$
M2I&4.)ZNO,!-L=]*JWY8D$6HFKO7-EWR\%-8%BE 9AJRL@R]B2XNHN=CBAJ"
M:NY0>% C3Q^2"POXS:/MQO_YKF/;(]<>O$$YGP:':T[Z# /9Z)IL_$W$KD;X
MI;8G/OF89RUA.OQERK86\JU]B#C_J6.O?:'FTQLEJG$N 8[V\RTIRC0)_*AT
M?_AHU(/^1O,6M?*I3OQDV(-AJ%O?72>8@P160*J %#*_O$XKCL 00%&^":Y-
M3.7<X@YX@G:GA3^00NCSZAY_0#FD-=:6$+XM#5O8H
M6K'$=T!L07^V(E^)M/"AG4VQS6(BWG3G=70JPS&]0:H
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MQM5_V^U?JHNLCU8N9Z8C<:^M!]9WNZ&KJH">D&*1CX7+TWRRW-$\%+0BY4UC!7,CL)$5R),$,.2<.5=\R8T(;7#%(]B6G8SB4<4 U*$
MGS&S9_TPF:7F09.9CCP8+C-!T9&RF8A=7';RQT!BB_B:U+*:^(8-/%IAY-2
MY71Q4U^'?]JE?6U:.ZCPJZ>+6_U:$A1>\->DM ,*KW+Z$0$0WY>O!ZW7H" /
MAJI.Q**$ZV4Z!U>!CTTDOSJZ@E \.5%- &>TT#PO<4, [F/,9"_0(UX=JJSE
M0N_8E,[351+(&1TTSM#M[R2X\1R8/F"I/:VH,C<*OUA6/IE=25SG]" @D;V_
M\^0&.R#CV?"-M+WCD_&YZ>#M5&CG!E
M*)>ONJF$':;QV:R ICSH9$G+:215US[J5HN0J&7'IH+)]Y[4R)G-L!_5][7-
M45CU^!F!",B+$'J#;3P+9G?0(HT=FTQ)^>SDM4&^2+*CP=EJ)%F&B3!X+,>&
M]B%B1(LYT2)6EI%C))XLXD:+V.GX^:?ENS@1-SDM+F/OJ.]X,/?N8BUA9&X4
MN"ZB5IWB(Y(?1N0@078F=*Z.<8YOUZ6PC8"JDKYF/U^(1^@'9NNW7.0H?KS]4'Q&+
M3[+R'V3OD('P@F1]-8!\EHBLPSOEL?GI=HV6FL-\W?:\HYU-$;TY\J;BBCGY
M%M+;86EKCL,YD06(VIYC=$[FYJ?I(G([.&W+
M$3N56,A)NXC<#DS*';]OX(\C^-L=TBW_?>2X=XP?+XX%#'M7?P; 
M4%H-!>1U; -;T8/JD^G]B^XB[]%#YMC^JGO8N)I[HY2Y!R?;X!);@8_,?!.^
MD__)<.WD3^38)X)HD21:1A0M*\O_:9$T^9(J>8G(;R*6-<*S-K:U4"SMZO9>
MRW"M/3BK[6+I5EMV?*O^[Q!>R+Q8 )B?T6_![ FYY%GGD-E(A$G@>[YND_>\
M*=,"-Y4NID(*DVOC6MG9WUFFN@B[@K$@GC
MV(\V]HO*%F3^VBN;L"GT/%2GZHX+#QRX8]TUWT'$/ZN
M6]2XN:I.72SD*4]T@"1L7LQ(;/!D^C7 %AEP!%/CV=QU%B@T6*78S3\AWR3%
MAH3LJM^Z/I2XC*BCA6N8Z 6"C)#;5D!191<8_OW+ 6'U"0[T__A_4$L#!!0 
M   ( *V)6$CNDVYT\5L\X.7ZO4RR[YV*ZNF?W2 8N0A"Z*
M4(.D;=6O/P H2J0$@" )D"F78F)ZN6P S"\S<4ODY;_^]],\'#Q@%A,:_>NG
MHU]?_C3 T9@&))K^ZZ,H
M&8P91@D.!H\DF0U.,4O$+X?1^-?!-7W$C/_E?CDX932.)X3AP=M?C][_>O3K
MJS>#7WY9C7>"8MZ*1@,Y\*M?C]9_.5V-3:-_#EZ]>/7ZQ:N71^\&K_[YYLT_
M7QX-KJ_6#:\XK1-2V3(DT;=[_K4!QQO%__IIEB2+?[YX\?CX^.O3/0M_I6S*
M.[Y\_2)O^%/6\I]/,2FU?GR=MSUZ\=]7E[?C&9ZC7T@4)R@:;WJ)853]CG[[
M[;<7\J_KIOSS0;)N6Z3F[8OLC[QI3/X9RT]=TC%*I+ J(0RT+<2_?LF;_2)^
M]'_WZ% <_<78-!O_%:(AO\&0@:?UGLES@?_T4D_DB%!CE[V8,3_[U
MTS@D?("CMT>OLN[_ZS;A@A/Z<4JCF(8D$')<_W(T.9VA:(KC873^=TJ2Y4\#
M\:4O-\,2H#D:?_MEC$+RZYC.7X@6+VJ/^Z(ED#,2CT,:IXQW'_-/W#$4Q6@L
MF!_?H?L0Q]:TVPSECMPS/,&,3S_.$<8Y\I'2X)&$X7$4C)(99L=QC)/X,TX:
M@ZC[ 7?01FR*(O)=S@#^.;Y^D'@TN68XYER5OSW#"2)A$U0UQG8'Z)9,([Y^
MC5&4'(_'-(T2OO)><_4>$QQ_1HSQ#S_@YJ!JCM\1L/,X(7,Q?[_$>)*&EYP$
MSNI,;SQAM?JDSR7C>,S7I9C(GQT(MNX'?$(;SA>(,+$,QZ/HFM$%/PMPEG_"
M8< G$F=XX 5PD\]ZE?!B04F49-O1^1,>I^+3HPE727[ \B/SFI_T"5\F32*>5[5;2\S>XF_(Z"6,0/)['09"@L
M;$]C]U>8S9IHU:,Y-WT3U#'KUD+/Z0V.YY2OI-];;M0N/]Z#-N6$?::"$A1R
MNO@M@K>[X ?-/U"82KDR\B!7WPL2H6A,4#B,XH1)FU@7&N:02(?7/1P1RKY$
M,3^"N*
M+\)3Q->>2\J/WM=H*"$L)7-?K[ _#HG;:M3AG'+S=+EQQV>
M,S:VY$EA,\ZV;D[:)4'W8K;S"^OFG"@:2=+N\'@6D;]3+)H6;)E?(GH?8_8@
M1#N,%FFK0T;7%+IC+I?BG&3W&?[U4RJMNS@2MMT[]'1\OWH(V@C8P3+EX)N=
M,."&QIBK_^:7\I&,!'(OH9%?3M3^>"FM&M&_\)CWY/#[HN=@)<[H5^TFD^X@W>'^1TNN<0H;G/A4([B\#C%OWW*
M/WV#46[ >^;D1\
M[R9KZY78:L0(:SL_7VM!+1)+X+F;2:2EKU2T#G1+:"ZMSDS*G6%+:
M+?^JO][/M%P?M+]B,IUQ\1X_\+/3%/-3>3I?M+U2>B*D9U8IYT+'7#+3X(Y!
MGZEX>TGX2+S]=!@EF/$OQ\/H-KWGYVR"F!M?H8;?<6E]G8HME&^UXCD@FCHQ
M(%<-Z8_\6QQBH1U<3](PB4>3E7&/2CN%O',/([ERMWMT#\57!N/TWDJB> 7/(;')%L>"HM!K8YU
M6=$;?2O&(C:VY:W&ZSAW9A;NQF\ESV=\"#9.[_$O >'D"!?TGP:K#Q59LAZ%
M1,D+WO3%JLT+Y0 >"5Y_Y9> SA&I2>UN[VY(Q1/$EX'&M.;=?1(K^?'+',_O
M,:M):+FK1R)1&-8C3798$<2Y2"+IFGG)/[TB0+1R[O5>Q(N?$GX[Q<'ZMR01
M7WSY\O7+EX-?!NMA^,_%X0M_&$T&JR\,AM%@]0T)B8,*Z;CT.>EZ1YF2OY)+
M$Q3?2U:E\2]3A!8B5./M"\SWJ/PW71*A;A?ZU^_>>:(NE2GG\A1/J"17&J?2%Q%M[K/&L9&B8Y9&1!7N7SLE?8U7#PIXP?=
M?_UTE(\V872N9_"*!&H-)8TY8721^2WT(Z MPLY62[%2,)JVG@2RNS]82L.D
M:D7A:. \!Z'\^>[UV]^./KQ^^^;5VY_>V"SGE>V,7@E)"!" [81A?
MW9.O5KNP4FZ*=KX$5#X3F(5C5+VB4!3T ^#^<1"0[/O7B 3#Z!0M2()"HR0J
M^G0JE5$A_['RR%QHZ$D4\AIGN<'OD*T\&Z].SUO\SNZ;_Q0"
MXO>V\U VY7?6S+BW^7LHXES^]5/"TMZN.-LF\6$T#M- !ELRR?8D8>0^303.
M.ZK6.JU@W0P.81.S50LWB!>,4,9[2RV%,)?%$UL\2A.1&4&@T4E\MQV$W+O$0Y/#-:,3DH@@'HT B@T@;&=VG"]2#8WEN5](7+@S:)BO;MJI&-ZV$8.:
M?F@"N2*1I"=?+<^PR%T38Q%$>D;B;'F5R3@TR^NG;'W6"-'=\)T*_ET;P;O#
M#%U9KC$GD%\M,WPY3DM5T'7N5-#O70I:APBZ&(L*>H,#O')H:3"E2[T[%>0'
M7S.V! F:).6F,HSC% =G*1/G8JF"V=GKE$:K]&4B1IDD^AMCO4$ZE>MOK2\0
M-9#MB7AE:(K*PU;XCM83M<()3@V4!!\S
M)OP7!2M.EILFUV@IH_7$WKF*25M!$QFMAE'&"-.3A>LO=:LVK6Q_7O!#4R>U
MU3*W>PFCR3HL9KEZM^,3:94$7*4U;0;L5CE:V0O;P*S6@?]Z47:E;NE>;9.8
MN\ADC4?UZY?\_P:_##;#\7]D(PZ*0PY^S@;]Q\&'VD!HEN1S3W5WQ!,"J
M7XOJSVB.C;[*C4<#XF+>[4PLORLWY-Q!AU3NXA^.WKT_@N,1OW=ZI>1F*U7;
MB4#EO_ASD]!:I/;^'XS8'3WC3%(ZJ-IT@.!AWW(Z".G90(5V?SCXLNZ#+VLA
M/EI:-;_C8!AP&F5-J55:/%%7@^&@G!Y/YL3 @<1_QT&>A'HG+^=?V2/O5M?0
MW4USY0JL"I@OKSR%@@M&X;<>#;X7;&N(X-;L3?;V.IM6@^.,_9+1(27[X_W;
M"WMZM$[5K;AF9;-Z^_+5MLTJ_\Y@]:'_'.2?&O!O#>3'!MG7_G/ OWB'$CT7)L6 8)2B:$I&E67+Q9'F%_J+L-$2QR2I5:X1],BW5 @9@AS#0NZ&V
M\DY?>Q0@]J &BFPI;#7L'U7@97/#;T?OWK^"8[SI5@F4K'!_[E_?0>[I@TB@
M?X)#^GB%V#><9YK8"\IHF-$///F>A(T';P(1F
M-3$L/,7";N=/PE4(6XF[W9!]6L[RR^)G!SZL/]6/<,MK5C18OFYZ]1.2NBI7)6F6C:$/=
M&8['C$@%N^-$; I<&RQB30<#9!RSEW IC+_\:CH6M-^50<@6:OHA,,WRM)2CYXCI,%B&^0',2+C=[EM8R6M4!@OFLA11L($*;15E)
MPI.4A.)*8)P_ZJ80W%,9-K%?CN9V9IB3Z.@D\TP>K,\JU'@Y!%S?.,->+O
M;?9>(_:-$R13MH=MEF+S0!"RJ7F3KQEZ;Z)M.EW[FYBZW&C>)-?E'-RL GSR
M#Z,@%4F<4/@5,3RC_',7:+R*?+"X%]@. 2+-F;/[@BWJ+B59FOQVDE-V 9&;
MS*6DE"B[E,PEB@([@11;@DCLY5(.17#0C%"JAZ^=!^Z=$CG&/OU%3EJ!T<7&
M:1\ NW?U4LZL'0J7H\=(ANQMRLEJ2GO4[P[!'&PMS?KP/"^"=8@Y9ABU%%191 ]B^US*C".)GG9^O1()B57:QQ=F@]R_54H['8^&1+:O[A63,*?N,&)/>V/7\FE_M
M^C47/C/8?&>0?VCP\_I3_VCJW*Q.FF*"IW)5MNW42[!">A_COU-1KOM!1%SQ
M[QG9DF%"!PK "5U!F]$OU- >B"MPA<)5" 90J+PST93=4%\?
MO7O_#HYSK@MQ*0'"DZ#1*U#3%H)#;:4B&H0$*$;]3FSUH\DP"D21GQ2%AGU(
MT[:'74@1%]ML%]) @BB8KR29W> P2S(U(XL[>LXQ)DOC\E=[%"#[E5$MC0*L
M OBCBK:\';SAV\%[./N=+W$K00/0@/,G/$[%'2E[167&35#7&,(NV%"5BR+5
MP?.0=].T1>S<_FVOD9=]I_ZH!VN=4]-BOP3R+KRJ'R;2NI[A!QS2A?B>L,KP
M3\BB%[B+S=)Y56CJ>))B=\F_+?6 TR7)#%:@[YO]]
MX,3OM1W;HYF$]H;.SPKS!W_6SRC
M82".#_E3H:P*=T'9)K7N"DA6Q>D*)S,..>J5*-?G\_Z+E=5)3AH.V.6S
M=&9A2!\-%4*M>O8:D=5.F%;XO-^%^"F\S.B:]AI6U>8ZH@,$
M;0Z)?#8TDN6ILUKDA?2%6KN!J4NOX55M+0;M.I,T*WTG1B
MAVF$QD\90K]YHL_NW-VG)&1"SS?2I?
MY*XQD^N[=G&M/U"W'(J3U%\>P:D:#Z-&/HVJU\G=I:[ #V
M,$%S(@0!_.PM#/F;J8 O7G^A6&YQ8;_PP IYRK C]N.L)YF+ ;IT8G%AZ
M7,"&MHO?8''8&"G4GE0'INITGDI?-AT(03A',9KI*&H>16/)MG[4-V(V)UZUI41L>NO#[+/#^3W12F@
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M>H*>IT;16\'KTSI*Z*J#ERT YETBE.ZKL/@,J^@]$8)9<\5&MZ
MP"RD]-L-":;X>(&8#$F+L_0(E,67EZ?Z^DWV?2' @WA"MC+E-!^OA0*R9-0T/Q$V!0U8 <\EI
M6\GK1@%REFZG_E8JH.. AQ17_-1)%B&^0',2+BVVL:H.$(YG+4NB5T$$, -5
M*XW5B]EV\QZ64)<5H2 5??J+
M K$"HPX ,:Q\^QK[<^'D?5?:31.&9.AANN_7=)H
M>H?9W%#XK6,:^JP#V%B].N:19P>SS1XUFAP' X^N6T#*/584&LX9+7
M>O$S (-V=I)U/V6-;9F1",4DOEWP:W8PBOY 3.[&-YP!1YICCWWW7FL"-CZR
MV..#)EB9];B0WU<?B3'\4>VFS?>OENO90S=W7=W<('*%C.<+Q!ADN)1M('X"8?BCO0E
MYK>BICED7EOED"D0,!A%@PT) T'#@&]P(DUX<$@OXQ62H$3(X".F4X86_%R(
M0M-CM;[]WJ>%,6 #L-K>9L]'1=K,#];Z]E >K*MTKR0_
MO83C!NM&8$J('@P(^/%WS&*\_)0&,8UN^/:ACW@S-0;A2U"E7^O+O@$(M/-C
M=@# @3"TBDH@06:I+9Q *O-KUQMB[W- U(.[%R*6OQ!A1<;ULL$X0#:Y)DI>
M3^0[R']DN8/>/SO7!?=;;9$G,1[_.J4/+^)DP81J',F?A$H<%51"_.[/S[]O
M"7C]6PB[:V-M%<)9(W%_A+FA,0[Y/?A8U _,LV%9A)A:]H/@M=6*]36P0CO[
M'%( '%( '%( /(\4 )]I=$J930H;;4L(NV#+H'\M-FA++^Q02L?!_8=0RD,H
MY2&4T@.?#Z&4W2P9A^@C>-%'RE/0;<(X=5,R'@J>RN=:K1^>H2V(65+'5\//K& =W]!0QMN2K
MKG1PM5C'JH?8NW":^A"AS9L+3K /%4I-;ET*?""_J!!;3]5J[H2II8) ,1Y)\[/(EE"0!Y(D!J#M^P\/:7&HTV""
M*)FO))G=X% JJ<@JEW;(/A(U!J3OYLF^!P?,+*S_8SVDD[U!W# 6&& -M
M2P@W%2.7M91[YJWF^B2O1D+P_X,1BS.?/BW7&XP!P9'.*(\&F* =?/([K>'D
M4V[2?\1'BZ-/&0H@]AMW9*"V=)7JJ)@-Z/S3@-WE@\,K?G  5':QG@B44#R<
M@1[IW8RF,8KX*DA8@G$TC,3[+)^A$ F"&P8__>
M.ML)#G%_A[B_0]R?#SX?XOZ:;)KF9>Q2$]!7JV?W87T-@.7[IM6R#B2P+S-Y
MB'O@+0H1VPYF4#?I4^G;R&4'B&?;P^J#-$KC$2>9)2EGUM)88Z*Z2Y^6A?;,
M-P#K11C'<^'?;2V(O'F?D7+.A9"#ZD4 PM@4SV@8-)@6RKY]1L,Y%XT28;]R
MJCEC=OKU&?WF3S[NYU!'KI,ZYZ&L[.*FH$4LRQO@
M^\_W&<;74*VZ9]*ST4[YG]7[1@9.5XG$[2?Z#$OL2\N4C.BP9E3FC2@(J*R1
M5V[:9P1BBYU&#ZB?I])J#2FXCNJSPC@6Y0?>%;B7KSG;GG!%056-M4]GH\1TC
MTVD=U[QV7^E61=S9$+TP [R:"'=2X>:(EJHG1L?C=ZL:[LR7CMD *E/')I'J
M=)A4 L3P(E<15M67=?LY6K1
M#XB;685*5@EJ"Y2/M[Z /F!V':*QVH=/UPB"?YFU^FS>\':! )@&%X*!6!9(
M&D8)WY )G\M9;K.3Y17ZB[+3$'&8^K6LU@C]1\*[7-]J08;GPGBU,'&R]6NM50\("V]#'2Y*TH@1@-2.[_E.<878
M-YQDI!HEIFT-P3W8@;2T^ !("G;41V5)O.8[WR$,Y$<+ P$>GM P# 1P62)^
M83@>C]-Y&O)_!&=XP?"8K$Q*ZU*&5E4\6X[9?^2RTY6K'3/V1$7$EKHAW7B<
M;SX\UZ6->E@(\L_U&=,,81=+.?#'JU")SBDCQUN88KO]1DCW/=JI&#'
MXUT;BIV.VA0
M0PA6-NQ;D=0E"GBGA3!>U@TA>%<_A&#UX8'X\H!_>I!_N^<8@F'$68AOQ0. 
M#!1!858C"N-$/ @$ !O#WL=\1"Q[IR"'2 X@  /=!A](!92.FW&Q),"S6GM>_-%>TA
MO.[7#G^HP 1@GAP\KPS/<#VNK0>'K8/#UAXY;(TBG!@W@6;C0-@<7#GM-&2!A\HYX+B=\NPP<4?45ZWT=E*PCN!:[XK03HA]NBQHH=QY4M(3R[
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MG'2EPYNR!9S$83VLYDJ.="ZU[./*57/WSSTO@P8MRQE:IAFR(I]8IQ3TEYZL!T9W>Z?K
M+4F:-8=@I_\'@@]8Q88P2](@L+C\5CX7*HRMS4>"8)+
M_EZHPQ;?/&O&JM#T:'+* 7-8IS16REW3#H3K?H]BU;#%L]"&48(9'^R&(Q9G
MB"1EVR\Q^F8@//I[%)F:*]!.[EB.B"GH_O+=@'9&O/K:8;4^E7DLQN<<2IRU&UV._M
MA@<1YK 'IP [;@+1K&O$$J'JJZ/+L&"-'T9?9V2\1?@P%C:[%KK6](,@0BSV
M0/N:\A?:'BH3G@[G"T288/7I#+'I3CKJJL8@8C1ZWOUTO($F\#,\P4S$G*"G
M+)_Q'RA,);[C,*2/@F+[T('ODV$4)RP5:,]%>F?AT\>/V80JSPSF]MV*$* 5TLP>:!.U3.X)BDE\
MNV 8!:/H#\1DHGIQ;3_2KN*VW;O5"UCFR/K<\AU_.R,L$ O- -MJE]1EDS1%%]2%,6CPC7D%#&VY-B/Y\("/IKD#;66K08#=:LH
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MJ("ZIQ50SP,2TTB;Q:W\9PAV;5?9I?$+NG+":!OEB6L36$[=5.)]G6MY6M(?PG%>/S16 /'"6G^0 I.=W)RHE/ #2&TTF9(SS
M],5&]TAU4PCGV2H5+#U!*U$ D$0>Y[9V7%C5)SA9EAT[^9JNJ_G2;B@XQ6&:
M;U_-D .0_C9Y2B!F&WR](8!L@FVTOBCX>N!_/(&#WE[[4 *H&[*:YL\TN69$
MQ/B=X(@+:TSXC\;=NL$X$+;R)M.B<@,PPP8@]!L434W/.H6_][!+:[PW6SR?
M;^! 8;YQ+I5: -DX=U1FA\& ]/N*,VJ>SHU,WFH#83%2:,96(L8BQ1#XC)ZJ
M^5QN \%J7L7G,L40^*S+5U!P$;GC1%CY4S4=K(>=0.,'WL+P0(&U]#=Q-P>[E"$*?FF<^;.*%)\2H-$[((\06:
MDW"Y"<-H(,ZJH2 \L7N3:Q7XW@3\B28X;"#-4C\((:W>1%="VJ5HSO ##JDL
M*L?I_PN/DR;3SC *A$A6;V(SX.YMLEVB2&1F'..PB205O2$$NWJ3H )O;Y)K
M(J]^I*0))!L#V2QI-$\SF(C>V6!(-)F1UTQY6%LVRW]Q K$8&4#I&PZZN
M,1#[K4G33,( M$8Y$$?)(^2WMT?OWP)RD6DG(B4T %([I3+GOTQC+8^$QMU%
MVQJ"R=RL@"4O)1T,  *I7*@O*U)MUAF@O[R;]6'6"3'>]SRE%W O.^OZFT8QC=IHL%9($($P5Y>8]5];8T
MX=MQ)#R*%%NBP[&[-0=I2B\VWT8=H@5)I+.1K>^7%6:9UZ;K>:Z;=IG.14$SX&VC;U"VG]KI=.;4528/1Q-SR4&W-
ME^.DJ/IW*ZX\@I03%(I#UNT,8V':WVSI&Q'')\M23=O87-36E)6\JX\_A_IM
M7?$*P/93B^K*PC2-1P,2Z=+M#-66KJ[#.8\55BA+)GR+H-5E5K9;0HBX:*G9
M.T58MC$"F+PG:
Z;EIP0,64W=;-JZE%/R#K9H4B
M5@EJ"Y3[)6WT@%E(Z;<;$DRQ17Z@BO80EC=KIL;@8MQWP6%5;:L6!/%$-L^1O2
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MB/4D8X^MH]ER11DC<4(?C2(QMH:0.:_9_%#"\ ]\
M8A*!93\(&?3J"<,26#?KU0WAU#RB\-M'BQ5*V1A"QKM&:Y(2C6>NGX=S]!?]
MPNY1=(,CS+^^R0%L$H!E/PCYZ.K)PA*89[&>BJ1N5[4HBS
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M)[=I,R"/V5QP%.FYK&C4+6^=W))5,'RK\^J3=^*EG"]XE2S>;M@MFYUM
M6SDXN1K; >OHR49ZR=_('(U5Q@E]\VZ%X.36:P;DF?GR >*:8"9ML"O+E);W
MQM;=^DPZN=<:\?CF?(+F$X[F=FXZ*BI;=N4[;
MM%OV.KF?ZL'X"36*\?C7*7UX$6 BXDG>B!^$--X4PDCXK_Z\Q%,49M5K%+%"
MRA8]A/XTK0RR$_JC!-0YT[./*Z-T=O_<L^ VETDM^Y1ZH(!Q!M=HU$A9654Y>2_<:6?8;/F%AO)-J?,N>U "OU>+MA
MGY$OMBJ\33, [2U7J#7$Q:H:]K#E-2V$")Y?J7-_:YD#B5O5ZIA>&
MLSA44"+Y\]WKM[\=?7C]]LVKMT='OQV]__"J"RGA"4K#Q*^8E-!\^#.3:$P6
M*%REA#]+\7$Z3>/D[I'>S6@:HRBX>^24+65DCL&WN=$X$**.JW1QX^#<"*)W
MA_0=JF[Q(I$?OR5/.[3QW]41HNU8$"*76PC2%F;WPMQ1,4Z-<*=O-1.WQH 0
MZ>QR%F[!ZUYHOZ-(>!8+:WJ!+/'/NJ*S&PE"0'0+ =J![&WNB0"6Y4C0MEH-
M&LX_XS@0HJG;ST$CQ![F81HNB^L"?N!DU9V!%6- B+QN,_9JO#!4U9BXFX.PB$L&]W,W$77S]R$XMX49UDSL$OY56+LZQ#C1(J60X&(*F]]ENE;E/S[U^(QEY^F+L@#7I5@+I:!
MX*1^I@^2FAKW0T?C@HA0MQ6R(\R>)?X'8D28UF]0DM.4J>(%80HKDU;"#<B#1[9(OT_!LX4)AO?&4NM0#R^K.C,CL,
M!O0D>L49-4_G1B9OM8'P)*#0C%+9L3+%$/B,GJKY7&X#P6)?Q>TI=L?>JWCDD1XF.!YT^)"Q0$\B0^%8=L:,[LPZY0/
MRJ]H6_(4! ?)/\ICAM%H8BU&?7,()]UVTM-C@R8T-;K1
MHT@//".+U6,9FF*-%&OTAW#2;B?6&F"AR;D <1@=3R8DE$D>;M/[F 0$,5'P
M?)WZX3@*2J'$&MFW'!/"E:&=/K1D #0=*3Z)QZ/"GG.*&%N2:,J/ERG7]TG>
M4*<830:"<)]IIPU-4/LNE5L@Z0IQM1.1E9PBE5U$VQ3"]:>99,RXH$V_LO?#
MD!_?^2J1"!^'6Z%%0>5>7&< ".Z2[:9;';2^JX63>\J*%"CFEZ(-!)?'YA-+
M 0CVC#I!,8EO%_QH'HRBH@O1D=5\,G4'X?3H!$9MG*>3VGY7E@-\DAM'7
M&1G/CH. 9-_)->(KBH_''!K#P1D_WD133B:A@4)8+@;M5J9.K3.N6-"1Z&]Y
MWPG-J@['&".T0\IGRR_\U6A;]J;8MVJ4FW0K)BV&D#*C#2V[Q
MVKV9T2>4,?K(9_ I6J Q4"[:"@P9]$-52>39D-T*V4OSB_U $.6N(5$NY:8%X^5,B!H$N$W$OGU_ WN
M,XTX+\@#2L@#WBPINM.B??=N)>G%>\4>K.^$!NM%?33)K3+#Z P_X) NQ-WR
M$D6JXXEEOVY%Y=P:8HFR(VN5=%0[?D D%)^^H&Q%R,KI4&>N,G?K5D).32'V
M(#L2T/%BP>@##AH*RJY[MP)S;A"I!];[0PR?TWPP\>PFG F3E&U',^J;=2L(
MYUX;:E"^;UXD%E[3)$IQ,%I@)MWH-U:Q6Q3B:T;&^!JQ1+P(R3+:XKU@YS'A
M%D=D\S@^C#_A4'F-]OS!;I7 O7'$,WN J-/ND]17DFR1W$)Y[(;O5E7M*=;7QCNA=LHYB)L9C<W8_5_3M-N*9'HJ"QTJW0V=C=JH!S;QV'G("V2I1I-SARVW3H5LQ>#%0F
M>)W[97V)<7!'3VD8\N\S%)+O.']7MW+!,O;O5EC>''8LT4*;=YSL,<9!?,'9
M(0X:Q9 ^<868<&K77-#Y&=0;HUN!>W'^J8D8LM"%GF*9N& TD6$]-WB,R8/!
ME"]A+P9(VU6L3_]6+#!O[-;]DOR[];45#BP^/CXZ]S-/[VRY@O);^.
MZ?R%Y(*X#H8T3ADNA>A]B?@E,:8A"42 2"D:[S:=SQ%;\@-$5J#O-F/(,#I'
M+.*'@OB2QK&PY&I'.).%FS>,DB+$XHDZP&OC3T(20?V;E_S_!K\,-G3R?Q1(
MY3\/RI\:R&\-\H\-?EX1/!A-!BN2_R,>9$2+WCG9@Y\%X?\0S8P#_F/P\PK 
M/WZ"F!#BSC#G;#M#S'2AJ_)KR"W8;L@^(7$C'-^&
MT?4WK_B88_J)AH'<>PWLM^@#(1M,/2%8@.I %(^4!I=H@I8XX2=W2UE4=8*0
MW*6^,*I0>:_LD0HJKOE->3CG&RU!X2U-D]D%F8@2!2:9V'>%D)^EGF3LL74T
M6ZXH8R1.Z*-1),;6$+*B-)L?2CB>&3]ZP"RD]-L-":;X]X>[1WIZ' 6R!.N)
M2026_2 D):DG#$M@W:Q7-X13\XC";Q\M5BAE8PBY1QJM24HTGKE^'L[17_0+
MNT?1#8XP__HF^Y!) );](*0,J2<+2V"^D[^R99R@\!/E0Q\O$,NM48)ZRHR2
ML>\*(9=(/>'88_.P/O$30TP"?(4XC6QE/S.N414=0"0 J;E054#JZ4@KJ\@V
M/-,J^H)( ^+F5*M U\&Q-D114"0E=[:[O#:>;ZN[@4@.4O^D6PVL.R/)RE0C
MMAVB,96F*<*P_Q^K;
M@DBA4?/DJD?CGLU(<,VF[73<0*2[J,=\.F'LY?&1\X_^=
M;_1X^56X+G$,45+_KMUL&!!9+NK)J1E0[Y[WP0F*OIU2MJ!,9(T*T7=DW#0J
M.H#(=%%SUZB Y%D$=X\X?,!_,"Q/TG:3QJ(/B,06]01A@@UXGL7T[\7T>A3A%0G#^>/O#Z:CK;DYB&P0]41A!N2!WW@9)S3"USC2E^92
M-0*1OJ$F;Q4P_''T3CS'\C6NDJO;#4&D76C&V6TH7M:'J_'T-&4)B?G4,*S9
MVI8@LB347A746#R\#(@#Z3F9SF28'HFPW2'1KAN(O @UWP.L@'7T%/"9LF1V
M(SW%JRS.^N8@\A(T,_VK 7EFOC1L7Q/,I*%O9?[0\M[8&D22
MK'M=DE4=K$PCFB5#B:;#:$SG6 2#B7 ]#?F*&=A@# C^]BUBENL#[C&^\0Q/
M,./W]-,98E,"1AR$^*"DN%^UV' "@%66RC$NUNBF0]=B%=A<%JP:[_P+[\]WKM[\=
M?7C]]LVKMT?OWAY]$#9+_S+$$Y2&"00A*AD 0*YY:JH-S>IMUZ(]A"W6I*:J
M2N8*&)[27/.[] 7#6.K8YJO:(XY%'PA&B"I^6T*!EB'K,XT8%LDS14W[X*\T
MLX,8CB2F#CT<.%Z[/G"8\(&5EW&7,G@GG
M4.%.=$J8 *0I[Z,QR?*0BV27P2F-$_/QH:(/A".$C9*6[V)&2#[*YUFLY+JW
MK"8#=/^6U1SFIHZ>_7;7_5N6JZ3)*XQ"WX0)B&NLJ2"LH7V?9\EVPK8 !^UT
MF9.:73&QI-A&;HKV?>::#Q.YZG<
M&X_G_.9-OLOJ):M96C2V2**4%O^:(_299*J]C&K#A;K$J>2I:=-G)BH/6Q \
MF>263?E85##"?,;)#18E)*2RI=H\[S7Z]YG4RHTL:X"%)F?],V/^@CB,9&1W
MAJWV"[EFE#Z39[F1>6W(T"2?8]:(=//G/G-IN9'5!@LT(5PSO$ D.']:X"C&
M94@:P9B[])IYRXVTS "A2;!:8#W*QZFE1(G'\V4@?WJ3.^RH4,+PA!]NX]L%
MPR@0.3[_0(R('3=_/KK9+0;5?KA>4W2UOR>T ]^AH T5OTW;Y59 OJIX
M.5KTX2P@Q^'6@J:/OJT\[^^JU9$!6O%&L;,6?.9@LC>051S9KH!!6@P)?
MMQL^6]EAA[::U\/S/QBQNT?J1"_68P'? 1RJPQKR,] "40+,G1YDH_7IZ]6#
M)F2@]U\7+FBJ._HU':Q/C[+N-2'#_ P4@;=UIPARL#X=U7I0!(D9FB(4B1U-
MMJ'HS"<5G?KT6FLKV"ILT%\[1 *G_,'C,\THRQSLA+'R'460/I"T9UF?$!J?H% XYM_.,$XNQ;S
M0YAE7PBG92O%+47XV6$#(,'"%K+>5W:,M=H[IK)/?ZXK5F!*3PH>M])^?5QB
M//YU2A\X%T4E!*$/KU<_"TUX7="$[+<%WI5-V%LZ4-D:UB6L0@\JT4 [U!:T
M$"T,T846[6%=Z"PGK $/7%'Q[0-+4D3TG(TMO=PR &R0HMJQ ,($/D%G5&,Y6F+02S5*6&&20"R@15
MG.M&=Z/=AG">92R7+!4(<$*H#-/6-P>R5NF52B\,O\7CY$/TM:@OG(4P77,%
MXQ]5G;7.4OP[BE+$EG>/]&Y&TQC)VO()QI'V7=GQ^! 6N"JES)^C'4/W["4@
MO-(EL>=D.DO^#V94_+\5S1=D(@@MD'Y+GHQ:X?-C,$R]=BKBDP_0KMEEGE2_
MYFA:]_F.8P2@7\%!/+VTL8^L-%"@TEI#2FW@S<$*JT>)>M@SI_B^(!]_@]5Z
M@:9V%@'S # >8!K.-#,TV'(U)'2TZ0#C/::AW'PE0D-*B6QTQ[&TTD# >P@@;UD%7/B
M1GE&7+'V'EDM8*;N,%Y/&BYG)F#0)'J#%V@I_;]&$YN3GJ%]G_4*&LC,@ 38
M*]QPXO8X47L
M>;R('1Y">G@KVX^'$/4+ZB.5E L(=H2?X;$D34&YJ&]A?D_U^35X9GO#ZZI/
M1GA6&?D]2;W\*8=@)O\XG:9QLDO\9W['-:J,UZ_!>R[0JXQ71OA^GJU=:.Y^,(FRGZ5-^]=%Q[>QR\= "=96K(#7:Y51&P&(N(11R/HO,G44@T)?%,
M$"Y"4+6[GD6_/?$GJ8'HX&+5B7O(P<7*B0":^WH<7*R N%C]!LK%RIOWSOH2
M/5?]N-5]_XXJP_-YPQK
MM:HA'.>D6HNV"@HX41C=D]1-@:SG>I72"P&0\V1+,923^[X_^O#F)9PLQLU%
MHX0%0%J:^X+Y$&3N V&_-BEA.1;#",6].:3JHK:QSQC*J#09!,+N7B65IM@\
MF["L23+YMC09!,)#FE.9=>>'U>P/
M85NSEF(#?/LP_5:W\A/*&'T4"PE:\+\DRQJS43\$A#W0R3350_1>AVN7F/.G
M!8H"L7!8"J_-0!"VQM9SU ;H/DQ6CH,PE&>@U[WF6?6$X%3B9&KN(#NX*;1W
M'*DUXX X*ZB5H\IEP:H7!,\1!XN@-R<&:WG(%_@L.F+UFPN\_9Y;LR\$IY+6
MLM%@ZT-")+C PF)AH<+FX$@>).TEYT%T$[WI%/Z@",D_G>^"(DH
M ':)'S!#4^'K0FCEUE39OULC\4OG6U0EP)[%=9L9=X91P!OB(,)Q]7G"1_!P36C"\R291Y(TF)BV@W;K9!=F$[I4=P.UK.G4KBBD:DC/5URE<)H/1TI2+YL&NE5R.',I%N=FL=L35
MO!RQ3V0ZPTR[OYB;0W!!KKNEF!%!VT6*J&X3X0+/@FM*F>UM2-&GATM1#?\%
MJTN1 A4 6:DTL41I[3.WLC? FY)6,ZM.VTJ /XHHR]>+U_QZ\0[F+)6@
M.[E3E8@Y.3FY(E&JEF.3 :#>K@Q::[AD&:%"VR.5Q%H<(BWZ0;U_54BU!D* 
M\FL@NOVXG364&GB!78>-YMMN-ZC7MX:"VP7HH:A4B;3-_*Z\V=EVA'K'L]C8
M;"%"V]!4]Z++0Y*-_2W#LN5^6]!B*S>K<@<(9Y+:0C4!@C;]GJ>+G*OD&BX]
MY/I?5D_I?$ZDX_L%KJ[$4VL$"(<9)XNO%F&/+I!7E"533D1\25$47Z.ET+OC
M*!@E?%\?W8=DFL4P-,N\?O1R-_/Z^HO_.9#?'*P^.N!?'1XG:,U'9 HY+8D59
M<27USI9"6PYG'U?Z&N[^N6?SLD$C'-#T'%PWA^=A'D:0U"+<>#\ !B6Z^W)53?1;]%.@7Q;?%-
MQ9E6*T';CA L"-;%N"TQ0;MLYGHC[PJCZ ;S$TV<2!SQF!%)VQTG8C3)X_ -
M&U73P>"X>EAN9DV!0A:XT.V<6D&[<1^L/0J0[;&=NENI@(X#/K*7T[_P.(F_
M1!SR&7[ (5W(73\*5O\2^GN)HL"0O[SN$!#VSX8ZO$EN7A^3PG[$I%"(Z_DF1VODXF)%+)
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M V&YLO6OM(#C60AW.!(EIQ;"*"F*B=&4W2[#!Q3=/5+^M],0"E \-P,].)JBM&S#&_)4_:]NO*,'L@>!'?:8"AX/#\U+0R]HE;M_>)OQH=#>C:8P$!?13&@7\PG8>S&DD
MZ+JA2.\J6:,O/-<&O?1JP/(LG&O*DN&<'ZL("F]IFLST7JNZEO <&?2,UX+P
M';;!U^**'6JW"3Q?!$,HQ@[UGCEZFO(;4WR*Q3NMEJ>J1O#\"O1<5='OF:\B
MOHD:B[^>FUND^[X_1'BUKE^02;*\X@3=)@QC?9!=98].F:VIFF5]
M=Z@"X_OF(,\Z=[P%MF"]L76W5S9-073K2X )B6>>?T+LGK*8!/@Z1-^1.']J
M.6YHVRV_6]Z1#3@Z6V"^HC!*DV-^Z$_U##4=4PW!]X4$L6^W?Z=(DR1#W:1;MK:\_.V2[_=:)X[F*[O/C72CL[KB
M:7MURVN']STMH@ZOV 4:/B(F4P>L(R'KBD4[0+<2:GEQK L.P$/,C2A5:G*G
MW/R]AX5EN\3AE.! DBOOW)KV6RH]&WQ;"3T^;+ES@*
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M8X19/".+RM-CC?X OJDH&+9Z,3JAC-%'$;R/%OPO.S:)9D, 
M]&(SRK8>.M\;I/:.P-T@]/OA76 =2JB?,T7%7#E
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M,M'MYAHOKOVYM7NU^-RF]_&8$4FKYA6XV3 0U@5?NM.<*[Y#KHQ$94S:=8,2&=3PWMWC@.TMP]C7-DEKZ*XR0+G_2*('MQCDJ
MFZ?'DP2S.YJ@\%;D\Q]C[:2QZP8CQLN?H.RXT..B=R-*.:A\J6PZP0@$ZV?1
MRWD S:JYY? C''W43YJ::VV-_C""R_S>7FNPHTNWOQU]>/WVS:NWG*:C#^_>="%X/$%IF "1O)('D)0A6^(D
MX-?&5RQC#PAOAXWT6RE8%4+WM[C=TYAB$S4UA.-WUVK#-$'T?)%6'(A5JY^Y
M:<];6;4JZ9G<415T9[T25ANXEV-W#4W[_,AN Z?S2B@V='R+)["Y)<<1X%(B2*+@IPL
M*\*9K'K"\2ATXB^.9"-PZQ^9J$ ,ETZ$DOYMO6*W[;>
M]G^)="?#P%.?3S(&5?!RXI(IH9C]1>RU J\X0G/9B_I/O3(42(F
MB6T->..(I5$*0WL($]:9"AAP0CNN;6$NOEO8S>QR#PCA1+YFV*0EGNFNU&[-_;\@Z$BYGS6P%',"Z;(.@7!K0:(YJ
M/AR4BZ&+Z5%71=0<<6_.^H38/64Q"? J>34*Q1L#9MA*X03<4?2*J#V$&M(63*<<^+X1X5><"3B@Q\1
M0U.\2D(N=A>MR.H. .$,[$IP=;'[CAM%[-OMWREB^@FVVP1"(+PS>>R@\_#(
MKS]PZ:P^]MVZ-_#4A;1^Y:\\=P+)&,,UYB\\3NXPFZOF0_&O?;OU-9%#"8#W
M]27+M3_DEW.<;B:CN%;'Q3(6,N)Z19FH,Z)<.TEA,S>'Z=HR-$S(7
MBZWXFB1,?%HA,5W#/C>0IN+08>EO BFKJU2T[S,#BH>)X+:NBBZS!J'!:+(Y
M<,CO7L]0C(>J:(>J#GVF/6DL@@I,'&T2W"#((H[)GGSE.VDJE
M$AQ,T_H-/[:%J/!+OGM%XDK+5J?WAC;VUS5M[#D=F]^+NC8%2IP8VUV7MLF=
M98_'?ZV4N6__3^%1PG8#\"54+V8KM:A%@,>)OP
M8\9HZ>L'!Y_
M9,@D'XL^$!Y-:HO% A8R(36>D6$+NN$-P*'0G<#C T"=NK:;&R]^E,_#B,CNIU1-"
M82)G2Y$%7FCB_4AI\$C"\#IE8^'39Q_!30 0A/*)ER<
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MN$;X4QH%# <79,(_S3]SF_!E*#%EA;3I!&&9M5.]]1IK@TI6_2PUM6KHK*SUBEA=,[J[./*
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M,FT6M$I@WN-T0O* V?*,+Z4RS7!�Y.4A(&'(-BBEGTZ=.7INF\LH %;3+E
MV^$7SN)X&.WLBKIL_Q;]^G3+<7%",$"#)D6!ARNE>L,T*T,'9A)FH"$)N$\'\\=7?G0Y.0/HV*,I_:MR;)WM[)U
M: FQ1NCY\%F,WKU"(K]@(D]?BC.GOFFW4G!@RS##@3N75G>3@E=N'./*=%^&
M?MU*SD.^+P,VN&)<3?GIN1I@L#KSZ6\0Y,&56 /#,^KSE6).$B%4D?3U9>3*JG8JM>W8K"@>7!
M&IEGF?##!9F+:Y?X^IH4A1AT#;M]M'5@2S"!@;8Q'S.,%&^2NJU9W[Q;*3FT
M%N@A09/5SK%O\^JR(=_V-*SNVZT4?=H%U/B@B=2^Q.8SJ(+LT)FB$=I.#A]W
M5&RPVE-&_N=N.>_(J:(, 69>\%$R:U%9\'W-1.#R:X?$WX>4N7[3AA]2YAY2
MYD).F?NH)9#&MH:960G06Q67TO[ZDXV]?%OIT'YIV$!; &FJU[82]A<8[>Z4K,0YL
MN;S5'$(T5GMF;X$ZQ&4=XK)^J,@=A[;%0^1.5[%2A\@=X/%4G4?N/"/'!DC#Z[=O
M7KU]]>K-T8!,Y3X8Z]K1I&A6K(!&B^%O5@
M#*.[1_H_&.TXR+]JG*XDA?$@5)_K447UI2)$/^ZT@3M0"1@F_OI0!G@I(LC?/R2)F^$@C:'53"+7_W(E3C=&S
M35%^5.OI4/IKKUF^W+%[!U>/S^A7_(^G_&_"URA9GE*VH)GP;Q,Z_C:C(>=%
MG*6#OITAAF_P(F5C41"2\V'*T%S$/9('$N HN,%DG2N:_UJ.<)VW#E'4,$KJ
M[>Y[O:#Z%T'V(*-[4"!\4*3\/P89[8.?)?6##?F#%?TRRBI',"A"D'^1@PVN
MUYTX#'_A5_)C19;K@JYT#7LI5R<MHWJ5:[UIX7RG 13?EQ]>_3APPN"<[S"7%G8=8]3U8U[L?+OYK\G.^Z
M':C[IT+UI!$9396'P*Q0>"(WV-VI8M6M;V=]>RG9X8%VU97X=D_O:3+C9'['
M099K07?[M>[==P2 G1AKPP(NS>!8+-:)", Z2QF_?&8W2ZFE^K-XG2'ZCB%H
M)=<*;-"$FUO.+BC;8,BK).L\^"C#0Y*5>16ZPX U7MLURLFG3
M9+6U&[#OZBXN%F [I-#40 37K.QFIVA!$A1F"\P-CC%[P '7YLQ /HSC%$5C
MW9-"@W'ZKB%33^@- 'K/KAXELW!YBN+9IMS=5\*5+TT*\6>K AHJ/]>: _1=
M,L;^M%L7V9[8LL5O1I*P6-QDX\:VZ5FJQD.TI!O
MP'*:GH@#E:C4C:,898K+4#25E]#X9+EIL]K%CQ\1"TQ!:0['[^6T)E\VYL:0
MLU*3_JW=WB1;.L250 /8GW."S#% 6XV 6,%52J9BMK^,,G>/](ZO^3&* A$1
MG& <#2,1!T"(^]9D(Q]P3A;V\K
M$#,4#_G&YXN0+K%, $P8'O->1JY7M ?AO6[D=04 KQJ>?]M6KU7M0;A^VVJS
M"H!7#EOI<$5[$'[3MAQVKL-N3BLWXN1E.%,6_MY_BL-.#I0%Q%#DHYP@RA9 
MSI$[6K7#8$!38.5(:F3R5AL(1T>%9I1RZ98IAL#GS'9CYG.Y#803816?RQ0#
MX/,?.!:.H89%O=2BAV5=#J6J; W![.A=QF7(T"39&+[\SVHCS3S;M(Y%3C\!P9#J
M:;]QRJ(\ZT 1KJ$
MG#_Q>SL13G)DC*7Q8_4;<;!9.8]\Q60Z2W!P_( 9FN*U(YVL"([&";^=",:\
M,JT/$*B#D%7#X]("@<4@9X:$9E+.50,(.34\ZL<*)4@1-4&\4LZ/O*&HT9[M
MC%NJ*O\H8FLN$&&JLA.]40$A9P>P_?-^CD5[^[B?1XME79EM^-WJS/=6:7=$310:[Y$\KF
MXC%5@O["28KO8B;!9ZT:QV*^=A"+N:%[E?LOHTDF RS0/LCR"4KJ7]S=WOPB
MZ5\U/@1O[DOP9O;]Y<+D:;_5Y@<)W]Q"#>7PTPCD!@M??VRB0/U\"HB;J%+G
M:UWE&Z$'H$%;>Y(Y>D/=%H(SJL^)4(H'4;/ _3'UBTPL(9*\5,O'HOU>^*NU
ME)$%&]S+Z8:#$%DCE6<[K;2L>NV%_YD#F5DQPW?$.!6.CIO3[PU.4A85#N!Z
M;WW;GGOA&N9 G-8,@69)VKZ&J65>V7HOW,@<;8=:)@ 0YYVX!(\FPR@0J7M%
M)(K^/J-I^X-$$6O00Y2AR+)U@T.).9Z1Q1T]CQ*^AABO+K5' 7(K,6JP48!5
M #VDB\-Q3'#*/F$6S_2UCU6M(-P?&BK:.B.<"A> ^0,[8T(?H;6'C F'C F'
MC D^^'S(F-#-+64/%G=='930Y970Y9
M7:H7)XURY/XI6?GGS)])NT0U& /"0F5,3M( $X!YX,Z[Z9"VY)"VY)#48(^2
MG>Q74H.FQ&9^?,*3FZ5R8HV2&69W,Q2M DWR5_.AVA6ZZX_OQ<-W=RZO#3CH
M61,_IX*%H\GY$QZGXA(RFDS(&+/XZXR>X07B-Q25#MEUVXMW\MK2M\,.[4G<
MG\[^85IPNO_\7CS:=[O%U>;AWFY_,LY25D0T:F5?1#R_Q"]]8W[[
M"KXL:+2RWXPFV<13K%TU^S_#;#@-N !N01(49QEN=TN=J[EES(+3>+CGG.JF
M,5.@:4M>7>P6LP>R>84*<#KCVPRAD-D4O*%O]2K33/2AU3<0SS,;3%RL]'['X5X4G$IKF3[HK
MNZ#B-*5O^@PSXY@!0[65%NZ8[FV@BL$/Z6TJ6;0?N6W.$1,YM85WCT36.&'-
M6P<):W)B1'::+"O-(?W,(?U,W47DD'[FD'[FD'ZFUKECG[.6])19QH(-T&ZD
M!X?9+BUK!X?9XR@A 0FEV]0M'J=\+A A_Q_+ H&&KH^/R?6>OBA
M"?S@:^-']?:C"*$/7QL(9I?-Z6"KTM!Q'*?S#%I="\Q[!Q:8G*[!:#+(*1NL
M2!L4:#O88B#;8N#'\?9AASG$\3Z7.-X[3F_NOI*M1_J, MJF$(P4QJAF^
MGP9%R1E+_AK:0KA;&1ELH/W9G((/IIN#Z:;+ZCSK IF%PZ(HP2>,HZ(0D3'R
MV=,'(2Q$'N]5GKCV;)9 %=8;$G^[8!@/^41D? >X08GS&KWVWWV^-J<.F/>L
M]32?DW]0D=(T%,6(.M)4W9MJ^7O'F+#6S!OW\RHRI"\
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MS19.>YN[U_.YTF][')""($1PWS SX[N71ME=E^7.#]??X
M3X/B%^'D_KLBD91-3JK)_5'3MH\3\A5ER90?6RXIBN)1)'Q8S^.$'U_.<#QF
M1*J72'0UFEPSNL L61I\'9L.!L<9TBC%XM&R*51H-R0M#I'2+"== #&Z0=8>
M!8@;9#OMM](''0<\;\(7J;BQ?,G^]>O_WMZ,/KMV]>O7WU^K>CWUZ^ZD)6>(+2,.E:6$JP'C*)
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M0$)2+S28T+2>4U4!E4M6)IT7H/KK-R*K2I50F<=/W-P]
MPJ.]*8;WJOBNDQN%^G,6SS$(Q]/SFP$CX_O
M&79BC6!%L?GZ[K?Y+[5RRT<2W VVQ4?DN.%$0,Y)4:KT.C\V]Y&4*V\Q";MH
M#-'#8 OK\F&'$0$5GB$@%$&4J3YCV8<>T!R%'>3CXTLMX;#S$PU&@V6#*^PG
M[RO$$' 4
M/;$80H*#^\<>FHC\KTN5M04O/ZFJT02>7YWK5?&ZIM-A/F\_N(.SKY/V1N"D
M;;_@8/,)IE;D[B,.]%<OL
M>",8?S'% 6;AZ;O+NW2FJA '(JV('"='&5D)BM@)>ERS1?1P";67Z0B+1[2 %UL_C I=":+(B^W[]6!=+-5I454G&M2Z:L69JA>%_BQ3
MH,*6(QSXC)>8%AD(%5U5QHU"]^!SR\<6Y5["TT+J1,^-81?U$*(G@A_;$L>;
MO7R6G*6KA.O :4R>J1S5ZTZ+_/K4G%.R&M0J$1P(&M^:.@L2_>ENHM?)EE2KCZI=/FU*:OV#QXOK9=V'+4"!TR+O5 ^X[XI
M5\V)?CNB?MH_MK)Y\$'[Y(/NHV/9XR0KMR';Y=3K6<\Y?%YD25[K]FC\T=MU
MH4-3>LF3=1-IQKCG:0"_MB'6BSNBB7'O.X,UWT2:D>3I>K1?$8E=B #_3[5U
M0[>3M"O38Q>+(:/3HU%]*D)^Y=90T;0_:1\,TK)?"_/Y,SV#Z&,5:7)O]^B78(IM:GGRO>LM&=].>;6_]*>1^CP@ABS^D&FG#\;8"'[;*+/#
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M*SMNV%BIW$9"4$-+A=@USZ(%D3)9U66Z6F2>S(!5C&N\<%^O!TB8@BZ
M$QC<*L6U-]A3MR*$9,$V=_VJMZ5^I2_9917D&AWL?;M (L,B^B<9 V$5;GX1
M[%2'X6*#5<)^$5;ALH)/U0?@0L:HOGTEK,)E!9^,I_>5W3O[S"%1]16T6QV$
M"QG!WCVH65/KMP0'+KLDEP.P'^U$">D00M,[);FF![O.3I3@U92\_8=TN'2 
MO6T;B;\M%+J,JE">R0RV$#[@UN$U.7INC=
M25'5JO0&R[W27$[ _KH7*60TV^YY->QO,[[F]:=)/E-E<&#KH<[=)S#6$P5QYE+E_@0$3V#'B-C"80ZYR>SN%.6:'AW)<,)$6=^L0^0$.*2Y'*!W&OB0
M(C9=2ON 4Y)[S!(V@%\PEP"P$$$'U#4OE81 2Y)KO7!OKX3)?1\
ML7GI+R?_J_):WIF:_;6VH[_*
MBT"'2P[8,Q?@!07>^_$25N%6W0%[[&&XT[/R(2F_%F65SM>%Z_/.];+ML+XHROKC4G]FFF2>@+Q(CTL/V(L78@:5.SA,DE"6UB+%)0">(;<@
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M+F]@O[T7SV 3\_9IW2V6!;Y_+AH2C3FGV[^EO"\PC,C4N.[P,O YW%
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M*:L;T 1,.A_#91,?KAE@ O#6L-TZNLB:Y=PH8K;
M5CFN_<$1% =&R E4BP@Q
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M#(G)[6)DDZ-/SULQ M*.69OA+$P),7]12*:3('
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MCG9'71 X^C:A;PDQ(6^$ED!$'0_7+WCVH
M65,;KRMX8#<@3^8$7M#-"Q;F"[7_Z4&*3(W,#7I_OP@S:K>_F>!Z$"11(M-#
M.0/@1XQF?>O CU"-31#LBX 6-O>&A!TDR-3)'Z/2^"#.6HKY+A!ZZ9+(8
MM]3+@&,9VVV.'TB;Y %<[OX+O7N@)WKH/N@^ZW&)%IDJ<+1!!!E30F< /Q(M
M,C_@((,(,I2?7=
M)KEW_[]5D$P#?M>"%24DABHSO$N0;'A\_7F6X9$E?R3>18Y#EFQ^?'+?!12SU)$RX)$E,X#/VA,9:"=X,0<^:3(+
MZ 2]#RIH\2.EP2=,9@%>4\^-%+0*$I/@$2:3 '9]?4@QRR$I!QY9,@7X@^]$
M!DS$2O-)D'L&/LA8K!RKFT6Q
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MMCZE8IL5*.@<0*W*<"E#BQC9[O@CU!:,V&ONRMNBU._L7S8D8
M6G-H[ZV715,O!"O4@":9)EIN.  ;TI'>F9O0;\NTDG4ACSB5E3>O\#EB#U8,
M%;TJ=$1ROD\#P1/!+!QP7_2I$N"3)O. =Z7I!1SZUFN(A@O&YFMV-89O[PMO
MOK:+DCD@;+VVXX3D]X76=TJ2C8^_SIQE>SW_G,]5E@7//^U+D6T.]JJM$$$#
MO\#B#CFRS1GGBQE6-WN5!$:WBY%MCCY6;,4(2J@);.Z0(QL=[ 0[0$+K2K6%
MK=3ZQ$(@="K2XC+R&IUEL>QGUKU]\3ES?9Y!YPQ?QZFL *).=-_FR^+O*H+
M__VC/73)G($=_Q[ (6N*;^_N%%_6_?OCW2I4]DJF268+'3&0PJ9QU?X\D"V;
M+I>O-_BZ95+@-,:,!S>0,(LJF2_TMG8Q;BA=G56-^;$'6WY-,EG@4(08-HLK
M_=MA5.TKDIG"1RI$J%E$K??*#N/*JDNF"Q_)D +'Y"KV%Z3:D\A2_>EY?9$E
M,W_.0JQ-9@V]_;X/].EY.\QJ59;)87U^I\K,7%J8SJ_51R=3 7DR-^"(10 L
MC8W>=#P7'^!(10@M.%)Q>)N4M>F3U6&M@11W;;DRS[ 64B"S XY)A-!.QT[7
M %=)];6UP@;.#X:V'U165]O?M$3^]=7KOVZH[(/[--4^>JV6U1-V!SX#1'B2
M9;LS ,-)W@-KF.WS@*/5MH5\3KYF:H]E V!>_WU6Y+5ZJ/7*Q+26?_ZE4M?F
MA]W?LZ)2\W_^I2X;-4G'E7S[6_V+8Q,]*YN9_I.E-P]Z"K>+3\S]8-3@@5CZ
M3>=7A[/?F[1JS3Z"T2?/H7(ZPL<;S>D3W"]Q #]<%DU>GU^]R_6?OY9)/E-C
MQG+[XZ@-8H07.7J M\-_B>WBHZ$IR8Z+2L/1KO'3 7_DLZ@M8H2'.KI%6+"_
M^.9PU*39/,VO*RW_<7E;ZI5LNZR=JHFXGT]M-B.+[$I&4S5)J>>
M_J'FE\W72OW>:$"?B\YT>IR4Y4J#;L5'M*QAKZ,VM!%1@=$-;9AY7F2[VT#8
MSM$C)S7[XZCM9D2\8GR[L<+_=V@7@-E-_@IJ^QFQJV/R]O,2Y[CW95%5A_46
MRF])9N(Q@59B5^*6P1BQ/41(O!UEO%0ZT(;[O$N/2R@AJ.D"R@ME75^7ZKJ-
MI%7UY^3AHBEOB^IIAQ/J<.D!QQU=("/N;AZ\5^I?E=GO4G9__7K$[.M^)+<5
M3!VIG,8&X4;RCQ]VYM$?[NVM[Q_8Y47KT3*W57;*DGK%CXX2#*J)4W&&1-21+:LVG
MOTB SR( @B\DJF=C[=V6A$SD#\Q,)(!$XM_^]Z=]2)YID@9Q].^_^^;+KW]'
M:+2)_2!Z^O??'=.W7KH)@M_][__U?_]?__;_O'W[7Q=W-\2/-\<]C3*R2:B7
M49^\!-F.7-(D@U^NHLV7Y#9^H0G[R^,KN4SB--T&"25_^O*;?_[RFR^__2-Y
M^S;G=^&EK%4<$<[XVR^_*?]RF?..H^_(MU]]^X>OOOWZFW\BWW[WQS]^]_4W
MY/9]V? ]DW4;=+8,@^CG1]8;87BC]-]_M\NRPW=???7R\O+EI\B[3=?_=?[F_O-CNZ]MT&49EZTJ:B C8SNFS__
M^<]?\;^RIFGP7D>WA OP7?9ZH/_^NS38'T(0G/]NE]"M7(HP2;X"^J\B^@2?!GKX
M,_3PS3]!#_^0__K&>Z3A[PBT_'BW4@+ZUU%VSC9<^5?/J99XFVR@@T7
MGO,Q)/NJE \HETE32"_9%)S9/SLPYRV^VL3,J _9VU ,JR#?)O&^CURY%+$Y
MS?^$C^$IG@:8A*;Q,=G0/I^P\-N\IX&#+ 1C/HX1P@Q!H[1XV&S[Y'D'F+_^
M]!4-L[3X#3>CMU]_D_OR?\A__3_W[%-2$/+!>ZP\4(Y?UA%!9.0MYC%
M &1JHNN^I11E(_)7WLR%;\^\.UVQ?Z9=P&H-D76@);)4#\I6>+IP(H).'Z I
MX6U'*T5*-U\^Q<]?^30 ??@C_ /4X(\U-6"_^A_AE>[H4P">*,H^>/M3)Z!N
M9E<%NL0%!5"UL?;Y]0*T/GX^*51M"32V]?&+^>F!L97@:/[9_L>6B5=\Y/K?
MK'[<=L?J:1_:V/J62]:C#[V^"[TGB=PG?[?_-:4"%I^S\4>KWU/2<^N#EFT(
M-+)MG;_I7;*+0:.1).SQ[E0I\:KB-1B@6+)% ;B/0$")-?P+@AI
M+);7BGX24TK88D:5&$&6 F0<5
M)1$15':UY2<:AO\1Q2_1/?72.*+^*DV/-%$B5;;'TI<. $V%431&T!BM)"J5
M :*W/P,5*O2O:8'UZB:#-SUYK@/#)6[VK/K=H2'A+RP%%O-_'
MT7T6;WZ^WWEL"-;'##*7(-]+/2-JB="""P,H)R&&A@(CT.@41QEN<$K"21=$
M$),:M0/'TNOMNR#RHDW  NXX#33Y/?U(D8^N#6!)#[,U='C'VYU"M3?/XBB-
MP\#GJ9D77@@ICTS_*,U2)S)BEFG*1.E0M--&."HE%[6N/,T6UM5$UGW[>.W^
M_OKA?L@'EZ8'WD%Z6GB;Q >:9*^:A$!50_LI@'J1BZ0_>2N4-#^=**WO*QJ3
MHC56(I_+,F>UM-M)!#_DK?'0?P)QV76Q:H[2OB]=?=8==KZCO G
MG@D;LH4]W<6A3X*(J0E-L]$KN^$?=14],P' ,UP<@Q#"Q&7D%_]<[9G6/?.H
M0)5(V(,>1SUZ ZSKD#&Q=47K*5E+&XNF*5?)H$: IXL/E,6=F8'2R1KB:)=:
MY+H:M5M9UQ>5""W%$ T=T8AWP:?LR(8"4O5_.08'$.=[N#JF0*EICZ,?G0#J
M:J)L;%U;.B1I*5RRPCK^PR3E4+
M0A-"'*4RAU37KFXJZVIF*E)+W[@NLO"I(&+_)(D^3IXFJH]9%[*H'@.1(S:T
M80O+8PA[/U?TD-!-(%MBCN+DH)7I01N;G9R-6W:HD[&]R*%,B]\2KR(B?HV*
M3PK>'D[#?^6_F-9*I=>'/VO$^<=]ILEC+-]OF![Q4@%ULOV^#S2K9%Q%)[LE
MD=_\Q0\T]-_%R;W7NNPXDI?]71TK;4E#&CU0,V3_)Z>8?
M7-\]_1WP)8PQ DIQHZ:GU1G/ >H"HJA;JP"X2.4:;>E+.
MWX />OOTU[X%X1])JQU^!S#L!KQ\>WY]BNZI4E">21_
M1S>4S3:/(4U9H*X8*AT!CE?NAE!WN>K6UOUIER@ME?H8/09AR+0GX5J5E#12
MX[&G1.ML1Q.1A*: VFB!HR82(>MZ4?NS=45H]=WZ\KP%$4UP#E&Z911SGI\K
M-=GLO.0)_/I3'/LO3&]Y5!MS(![G@^KRN_%&\0N_-+*-$^+'Q\=L>PSA2%60L";_^,WBCU__,Y\,
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M&0A;*R] 'N,DB5_XG:)CQ&8[DNVHW5L/8BU)R\%[Y^KG:7XT?P^")YRBB363F.#@*Q+.\X#GP
M:>2GMV(8\U)G+-S]P)1=_* ZBC(B13K?ZP&K<=)G0&?_S,]8J/9Y1$'*S<.'
MIPR"QR,WC<)P\'(RF%&DD$LG1($&W"
M8QY&9[OOR!OOBSSUHG8 O"^4-H#:$<034L![FAF_M2T:,WF!\%_Y#V\>OR!I
M+B/?+@C4L&80\Q"5M?1W'$;(JGW(-8C)D0C;P!&DJ_(#Z3A<$4?TKVT ?\VWM*
M*+]N_B4A]]"1X)F2O?>:CPX3;/>:!E!\-^^0R9W+RU/Z%_#3EI\I5+^JQH^I
M+M]W.S(&CPGU-CN:?FF]8LT8-;JK)>/0QA<$E*WOC)G'*RJ;] \/C2BQZI)%EDQ>
M4(A_'9A9<[X.Y^)("%U+83EZJW'GP3!JCXZ&-Q[;_/SVTLO# @4$N'5QI-#
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ME*1>ABRGQ;&8P9BJ4W9F-O33!BK)Q5M^*X+FO%Q:>AB'DNXL-DG&B!+'0GJ JIN, 9EU&S*6J5T9KD%)
M"E+":>=>F1NL7"9#5CXO ?-+6BLP@K@V?Q]$<<)WZW)8T?I P0%$3\R/91&S
M_5UP4!V1&%/CF%=/<'43,R2U;F:]Y&JGAQ=M2:VQ2\IG4C^LD\H59>NL =9!
MXH!RF50[*JAJGCLBG) 4E#@+@6%P+EVLU70*Q1"Q*[9@HOSHVJZ-E"/#J1PG
M[+<"Y=P.IF<]J71G33UF:*8_@'9@[3Y<;(7!R)>^DR SJ@D\*\3\?=C%C*=#
MAJ6!SQWF@,T92ZKJ3GD,Q0(M*=O**F1,]6Z@*E
M2&!2D6'F-.EEZL@:*O.%X"4(D?KCA-)Q!.FRS%?J'H8V!;J2J4 HE.NT.:92
MR67I4*96EIE#JE2K]F**OD'BB#))8&BUJ=8>7YU:PJCTB=,00436,U<3,KK$
M,@Q'TRZ7)4V1;BMJI%#?Z!2$C$;
MV)+\/!+*F*C/^6UF*C[3Z$B[$DK:S;"R$.7B-G,.FVT0,@QE LCJPO%FI&B'
ME3MH)NWUC]F)1?)?YE@42/LP0'JUHS?$QJ,>QM3V
MW_SH*9HFC4-P6!#!H_*N"_$7DO/!,:;1. 6&9$8,)J^%C$5Q(4"@ON/WP(N^
MW-%@_WAD7VVO>1I$WA3'!>C$KAN[K)UULU8+T;[(FFZ\, ]\8!QHQK0\O\PH]<:*?3-3--(K::('E@A=LO_GK3#\;Y2(12^%ULI6MY6_7*8O"G6]I9:[.86
M5[L=PC:72@CYI-:S/1MFL.-E+'CQGI_8(L-ZBG B<6T>VZ79>IN+V[&U
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M>Z;DX#&G\A(G/R_88J6*0AZ3^&>F] ^331K+S2_'(.7E >\H+XU/&!U"
M%].%HAG*9*&51>$4O32--P'/D'P)LAWQ@ =_ER>B+X73#VP_C],/2:WUV[PY
MN92%/?.[]N&")[G@@^.U:9SZ%3VP&#+@*@:>9 _W@W^5:9P1!=+KC=T@&H\V
MJIO;?ZNQ2Y9VT%^C$%Z\1C.M!?Q9R!_QZ%);.6!F&!:OR:8IS5;[@Q#
M)]4)NV=O!MNIKNRBFFR>HN^9&FZ5YH$MFT*N%6MD.Z9F*&Y>/V564;L.MR<1
M%>'00N3 W,1IYW%%O27R045;:.D11=4,[W#B5 ;-L80\U\B.I9G+FU]7>1.R
M)E^(E/=JC0OOFQ_8?.23>(MCA\,'/H>$6B8[;DJ?.Y/N(ME==&@ELLT G13(
MUA-AE,%R_?X:_R%A_>YRJQ7N \&:W>.3)F@/
M_^IWA\O*NOFDC[7(FD9:F]KZS.2 E8BPN?*=P<@O'OM0(C6@Q-)J8U!-3>\D
M0]!^0YG4.E8])Q^4S- SKD]QU;V_X5 T2=S0-!D,G8K5VZ/K5EL8B5*5&B1H
M%J1.A1-5#\+AMG$40?4[IFVB9N-[FNUBOX*J6D@:TF)6!BE=Q 1((UE$1V _5:1;&FD6$G_L](D1IR2.\NT23@LZ!Y4F
MX/G'/%$,PYXFQX5V[C$!$NX-*/B#KD^U@*<&7? *]UY(U]ONV5A+@>T1E"#D
M_J#5'-$;*&1I)XTQ"O+F1LPV$0$R4*L:X9P;!0]=D6M_0*7IO.&V\P4!VP%H
M:0ZM$<9JIU><8'W@-QR$$#F 2&^X7UM'UY]@*7(,TAU(O=Y>T4?5+K,!'9[;
M, )TZCRT1"@NQ$ BJ1*FPI/D,U63&!03R+'V'8?B A)QO,2"\_"5T!8J?W)4
M?5R%/4R#LX:5!Q?EVR5F*_B1O.QG'H\&7N0F#V:$DKT\4EK9&Z@EOZ),8]-0#(#)5Q [DF_PTZ(M9JGI"WB*>%H4H:XJ'/INRJ=OL1ZWS&
M_AC4$Z2E=
M'[-;_H;I!\K6Y@_>ISY#.+HKA^QYHF'K-/J1_;CA&28!83+M^7*;$R_Q!>$1
M=H[+PVGEDVAV0@3[(Z4;(JQC1;='8?!>H53FOF<%8QC9WR4LY3B,Z]@8_6]S=IS"3PW?Q6,81D,AQ\6F^BQB/?D^GPO?U8N'#28@93?7ZBIT<^%3$1
M3KMJJ]V,3N.P]?XTQM;^($SBN%2Q!IW/6QDLQR?^8-/LQUA\URB)MT&F*=]0
M;X#TGE%+Q,9;1N5?[;]C=-)U.P>$JFY;,//*;GT%$[%^RZ\SCG74HEK[_'7%O/#JO29R!?CCF6,NJ.\5(
M[(+#=)[5A+O#KM5\<'K[UF[6;CI74[G[6$^5V'NHF#KM5^<8A:K^U:V=49C&
MFPX>BJXYQL)XF.Y=SCX0Y(U/_>,F^V+\B(RYG2(%*5_#2XY\^C) N8OOTV9 M0TB+]H$7DCXBR%\;]EN]?Y)QE5CV59R
M:LQ.IQV!:C%,KCMQU030;(,4LLH$;02>]0;VP\=V[]W;3L1[]H(0)D?P(.P/
M>SBJA#W<71SZS'L@3?AGA*5KU_*,L!CL;)J@$:S[G.C^RN*7)
M/0SJA9<&FX[+"QTT.#[)"$C=1VD)K/LL VE:VL7;- ^=ZO:!F)[??6>(X>3B
M<[!&)W@&7%PX]C8&V^_F8(.%@U<")?+UO^MGV=#,!@S T(0>EQQ<;TF5FGY3:;KBBN""0,@;;PGCO"",-Q'3
M^OU\UWGZ&?OXP5!<'SR'Q*"^TYIJ>ZFO5T=> /0)4IT*^(T#?3<"_.Y%L)LK
M^8%@'%_1VT6%9^)7(EVQYRJ_1>6&V2O Z!S "0FZ*Y#*(YE%)4FFY[3>SP&,
M7O$W^;@0)O< W'O57V?BYKJ_+:$J1.*WYX 3J5C5JV5 ]%NHN3/Q[VC4.'5]
M>@?"\^-T>(KLN2;H[NG/=PM@;ESV[/LG
M&CSM8)7)1L%[HA^.^T>:K+<<9;H^9FGF15##4;?_UY,'CB\8!+3N(7HQL.XW
M!DBG2!QXR3DQI>6LA**F)*Z8X,0>TT&\OKW/46$YE"FP_'3ZH>J.Q3V74@^5
MZA#[C9":BU-NI0NL@6-1L7#%M>CE4^Y3GIM[Z0FSGU':B=] )6=R)&A-9=1P^I6OIV6;]A43*"NGB7
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MU^^#*$Z"[+68YZ[H)J%>2O-4/O'\*"3/*]PRV?U521P%_@-ATM%[(9%ZZ'I[%5.
MB6Z-.K%DF=;\SU#%[:367U'@#;5<30D&D
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MLVR&F.=7(H["IGL4T.,/$5D5E0Z;0S DL%-Q*IQ-3CT31FEU<3.<9M%8F\+3=X.02
MSX%!OKTG<2RDUAEY?&TXH+S#8K\C[W-1#SP@<4#TB^:6K VA@;O"CEE43SE6
MY]+E)857<8,9'#K@4HSN&(8N7:WI,P0F+WMW>7\^+"V])
M_)*_/PP%T3?P).T3)8\T>Z$T@J=?BZ.!M'8-QH'B(>OMI9?NWH7Q2VI>QT9"
M@EZ^1@E#4;6FU1ZS6(U"&,,:-?PF(K @G(<3U6G8(APDNDUB."/S+UX_LOEE
M%94O=B\W6? 
7>W?D_6M]=WRX?5A^_)\O)A]>/J875][\B9"FR[,E\?TL9[JP_Q-$H^3U<.
MG)U,/&S*\Y*)^L$](YD4A*1H0]D55 5.BL[JC]K#H_7LIPW,)8>\1UCVE+T1
MK^P.\9V7*WI@X@=\J<'^'5*^IHG\Y3Y.LN!7W=&!&2G2?<,>L!KW#PWH[-]'
M-!:J?>1>(^4QLU>C68"NAD>X]LIT..214,"B[>@I@'K77IK2#/6J*[RF[87?
M)_'QL"HDE=;UK\,T5-Z)F&-=IYUR:)H7<*?@C'!E=SJQ9>]<<.:$\V\%SCI'.T6"5ZL9#3-C_*5X,&>)0-V' O>0WW^8^DOWB?^HR
MKK=7>485/SR178XP(['KS_K  "]ETGX6W^/'FR/$>[(IQ5RH=B!95YGUEA2$
M>?H?)YW%>&2^]!QQ*#,'I@(3;ZM<15$LX2@#@WU0V.O(PJWC.O,3-T<.S8PS
M2Y!R9?H(?:KK:2<(BYM&#?-]%T3BA. R3K.43=%\&C]&RDN YN1(FSL]X34V
M; QI[6_"]!+,W/5N"TY,-U-,]_M3$F1TO=U6\\D5?/NFDLO_:B:%([9<_@)#IVQ9TKHQ=@)@4U 3(9UJY:2N4C0/U-@=UC/+5
M"^'5!>,[>ZM
MS#(,^1/%P(D J^)9)<&,K.;"VKWM/"7D'%00D3QR3[;5)AAO\*+7G^?%@8[ 7K;SSZ=8BU+LJZ31HE&Q63=EPGF
M0U%]H;9?D#+E@/2T5#_Q5";<\L2D>@!A#94O9JLLVN.1["GP-MKP8DW'_1&2
MV)]I9<9\/I[<@J5AY!WU0E@$?N\%40H>:1V) \% 1,%+GM^@/Q:4A983\;4?
M;DXZ($4(.@E3E+!T0LDE&>V"-^',17BVCDB-/QR3B1ZZ$PKLQJF_V7$QBVFM
M#,^;)^!>Q+@\EZ <('XA*((7H@X)Q%W9ZP)2#?$BG]/JL+64RKPJ0T?.;A\&
M.!%/?XCU:,>T=M">O^C+8O5J52I2!_D>41AXCT$X/,U5.K6WI?X8
ML5Y"ZM\QR[BC&QH\>X]A:R^U)ZW]*;HWL&(:-B9$F6I[2J0"A8$
M>) :$ZNSY3E#,YOP)D,80.'6'%C"D^>3DMB]*0RVS:NK =RAF?M0*;$S4Y<&
M6L>T):%T88IC_X7980NP
M2P9XP_Z'P51/YOU(73$^-2R]Z;7I'# \E5 M?7Q3T'[!U+%236\CTH&Z)@(\
MF[.%$-/2EKF,M]XKR ?I[YM-PM:K-U7L;CQ@9LQSU3136PWB9$.\KR%ZO*-]?,ELP]^#FPA*Z-WCUHMJ8E2/+[)[RMC3\82A#[23RU"HH/O_?V(CTHXS^)NBZ4I#O*N,!Q3^W.Z2.S@._(
M&^^+?#58BT;WA0$%G+$GY(;[TQF-O*(QPPR$_\I_>//X!4ES5&P*%K!:'+(8
M=DTSNA'RY3>S$]A4]1@YKPZ[(.EQLV,A,?L5F_#3.&$6S#=D <(>JM'$"3QP
M=",R4%5_A-
MSI,EBTX5U*4XL'SS34Q;'ZCY?KV,
MU)483PU+']&UZ1R(WU1":76R"#_*1_CRP,25$,P8E#K@,L+G8LTFQ2#U8>!Z
MC2:9N9E3.UR3296@*:O[4CL<*^GGL;\X\T*=_>'A0[<_D=LT0 
M>]?,;&*3B7BYA>>4P@JJ7:@*<9II 88[SO29AO$!4KFN4Z@K:CI85(SOF?HARIOS;>YVXG'M2W[P@M*K]?;]A!38D3T$$F\H=3G-^GNO9"NMQ?'
M((2C$Z5OT%$@>85N$ U_H&YNWQ-TR2+=&8&6*2EHD2RAM^0%A;B@!<=4*:-S
MUARN K[8APMCZVWU L5?X";9C^(BF<'0&''!-YL>8%6F9, "U;R,Y>M0W!H?
MT-V"$QP2<%XD9X9OEE,AKIMJ[>ETGFNMOF7I0MB;A_$?H.)0E5]G&OVWR+"#
M7CT<[1KYA 9_>2P5R&AKBE/6;BS@Q[N](-6*%( )\6I8M=1--R:_RS@,Z4;<
M-KR)ODRI\2<[ W"J24Y#BCJY=(K>G#RG,-L%C9D*NN/KXFHR\KF
M3@J:!M,=+=+!#" ASK?]HF53:D=FWQ[1L1DI_ES<*S9<&4> #NQ$608X.)VZ
M4=AD%5U_VM T76\OR_(FUWEU$W =$!"Q SNH<\:":G"(.K]&=L%F5^?CL1^8
M!D?-)=VB2BKM+J+3>A_S7T$ZG@U8!;@>B]?SNPK E->!A5QHP-$LF0?9T:(A
M$_E+JWG+$WVP9G&B540$(_[<8U6FJ. E2NDQ;ACYR;,@;NB?O<),?GMRD<2 U62:0Z:6!\GUK('7G]F<_2#S[OT2RD2!Q
M,0%R=):=^PF/,H,RIW8XP;$K0?>8BBLH04'J:O+QS-C0[:Y\"6-LXK&6D5-V
M: #9P!XU7%RQRTX1U8G'(N_XW>K#\L.E,WG'M5VPC\6[$#>0QLEB4/;/0*6Q
M)H3X^\MZ2*JM93D5ZJZR3J26QEW$21*_5(%^0I_C\)D_A\')R-;;P"UTQ./]
MF&L92. ![+,M3#W2G2P^7M;K/'P@OK.QJON!-G7OJD5)
M '7;T[USUM22J,.6RK<-F>;EM/S10Y+/LR2N*>?*8$[\:1'VF[38>
M96O\2*W#4!1-4:.T;@5JQ#6E_BR:RE.[Z1(_AL$3SOL#Z  'YU 4-X&7U7W>
M2_XLPA.3B_TKA2I8%IW?:AS*QGTI$E^6^'C:%BW342Z(3G\Z'G.V-0O/!@!G@?<^B&*H37B_\Q*ZBT-FE2;W
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MA9<&_.Y4G3/Y:\'F_YRINZ#IRC8!AMXQZDB)@6U$U-<3<8VOJZ)
MRY081]'Z0:LKG1FE=07L(U9O903Z1TP//R>ZR3)/H'!/E#TD7I1ZO*"/RO]V
M-;:?2=(M>I$QHFZ)DAG2)8XD10D(2)U"XVMG3?.86?8)]5CEZSM;NZ#)4F_>
MT=017>[R;%*% "+"J;#5V4GQE4?(DV' "]BN>2V=][R43JW )%NKU M>=2T+
M>G/!">$&@JW';4KJBL^2Z+8$ $!U+779>VG$;#[&.4B)OSO^&KDD'R=,B6)G!OZG+G)?Q2Q?=Q[+\$8<.RF0[CN:"J49)W<
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M4XNOT8DEJWIUYRM53Q?5G=#;9)Q9R2,W%@03$1MD7^Q&,!
MK-H17H\KS#71E=%X?Z!16F3RW]$L2'C.OO$:HQ<'I NC_4$V[HN:D]N_+MI7
MMG8NP/X0QJ^4D@L:T2V;!O[X]3=O?OZ"W(:@MJ"NY?E&Q9W4^R7+IX3F5U9<
MV'*^98*)X>"&=ALSB4K)]NN%C!*T913?,XJ$
ME^C8'-.47VLRZJ'0?J3"/-,.PJ2> <\=O/."Y$!"IX$WB/Q5+,AMR>#4EJU'AK_"'8.EO/JB+D'U0IEV7!4GAXEB?94@?'F@+D?Y 
M3Y8BY@PP%B-]I9-4"2QY< 5M<''"PQNA['+Y?9DXK*_:2:$?!S&V+!3/+&^@[E-78'_:",>LY*+6S:;9PKI9R+IOZ<$#C>"V
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MN[RPZ].X-G,"I3XT*,H^@3[,#<43:_P.Y+5^"N;(X4)76(WPB*%&WM
MQT!:023)QKPY*=L[X8I/0?0(O4THW5 GTW"[FPQ=R7J$V"U]4)9
M0R@=<^LEV:M!#4IS,JQKS&9PFG>8]30(%YA-!))<\N5DA---6>YQ7DWKW],_X.KTQN3-:V><6NE)!G;IX.R=2//O[SR,3AB;A:UG-_LK+O X_WT6$
M8V5F4.J&I:>P;DLFXLA>F_1I!.]TE>2U1Q96T39.]NX\=-*&6).PR].;$KNB
M?CIH>C6443J@CFJQ6FK9J8SH_GP4/&.KPXRLO/ ZA:=)EI&_W&R.^R.??J[H
M(:%,3)#...MP*#.L>&L,]&;H-8030A0V7$Q)F,)46'!KE$R%'*@:;U)G[L3D
MTF\4NM<5 [F=@\YWK#<&L7)L"EL#HL0QL/M&%I BQC
MP\$Y]VZ%UM8Z:)QZG4)M4UH"5]Z@T*J4\MD);%L9 N8\'I=0O+!N% @:TB)=
M3>L#K'$CS830_D4TX%?YWIL-+ZE!-]DA36+.A;Y5F7T
MQ%\(T%M)#SK[A39[ 2H*;AH1H13>["&9[B)\O"6L$^;I?Y\2KWJD]"",! *Y
M#7_8(H@V1U[6)(C8;Z*(\M-(\A)D.Q(_9EX0 =F6"T._M%J^<]1(%-5:2N+\
M(8_<2U1.PO8\/!>RR1T$W-KJ[QZT5'C.P0#,J6O0D* ZADZY.MQ"MJ/C74/(
MK_3A^(,! U#83$[JHB^8"A5>_%V\!,3?<)/VJ5K#WJ<.+PW
MP'HL;DQL/1[O*5F[@%SQ A3$Y16'\AFHXN]5B-XR/*1(?2KDF%6U$[9"R *V
M/C=;Z.H(L&IK=T%HEM=6M4:HL*T71>*P2P*'EJLC8#!K3[/DB%ST\(X^T^A(
M[^@F?HH"B%',3,& #NLXPA!0\QBB@PCA^,%((LEN/*; 55OK
M,ZY>$,FQ'C0GK+U#\^LP#-53$XP2\Q#RVDM@QSR]IA'CG/",$3&\:<-/MV$7@*_A W$@_<*__0+6?@O
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M7="2BM@]TYH!)&+=>?JR++=BO
M7S](P';1;?I"*CZDR<@]LYP(]6I_\#89O'%T1V%E&KZ^A3TCZM?'XCYC*V\O
M\:>[T'*_V5'_&-+U]CK-@CW<6?V8TNTQO(&Y*C+% 'R=C>Z*F9_8V;A/\"A65>L,'DO2#O:
M\PQ68[=[VB[L[X3/(;_6@=PR\7=>2EFT$FPH@<3#35'(DY]?HX&R7T?A[XXJ#_$:8>/&,T-,Z@9#+X=X/1FA1SL#)17J[?URDX5
M5P)LBXP-SMB6:7>'0;^%43 ,D#"'PH4 2LCBA=\G\?&0KJ)->/3S5U;:>T?B
M,.,>@(&Y77@AI"C<[RB%RF!+W^@MY*5[T>B]J
M5JZBX@X+>$$M+MEX3, 4P3=--A2EJQK-$<=S322V3KMSUK\O7VU?1:2\-I5/
MO7V-8%[?=J:#,L51GK2,K9 ;]OUD+_K48[(>P#LXR;))3Q$G[P3YN
MG &,_JQ.43QZ0:I.Y6]-G:ZUG F^_CZ&4QV/6AG(RO]70W0;IWP->R[N_F1%
M/K/'[^CMW)R^T>!-X_>U79VAZS? ,YOG.MU[.^\)X+35-M>]J;#(IRMY<[+WFB::UV)[_$(H[W;X*(KA@\V0Y 7P9XU:K[03PM
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M]@?FRKB7ZG'8XKSLF$FW[QUY8#?-=#=]1#?"BZ0
M\>/4[[T@RA,#:?H%_T@?HZ3XJ_CU#!'0/8V"./D8I73#1L=G"ZQ>%Q1,R#'C
M '-X[:FXFQ9Y-C054+O.$$Q(R85P-N[, 9\!2$//-QQI;<-5"G26^TUY#Y?L
M_X/LSH,B1+F'BYYNO22+&.I=<.AWW6DH4]S;3^.&0G89:AA']+M18\36&G"E
MT((W$>D532BK<(*H#C"QV4I"@ATQ:N3J"B)KJ..-@S@V1<3#4$U85 [V/
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M9#_!P,@C@!&,$<."T5)K+4AP)SG[\N0G[X"_.5!H8C/;-AC)&7-K89)!:6\_C&*+
MO$4Q@>S]?01LC;$N".OC[:;LY-19N%#7_3<]/(:;)W.,D6)<'F)R0?F[%/SV
M0S5,E\IADS\!R9]S%.] ILL-BV>#[+5GL#:<,7:D-G9(Y&':4*Z(,=HX
MD?4[KLKG4\5+HCE_MB+,>W!FY3?_\,#Q=6T0Q-NQ;OF*/%YVHYFFK3I=:?TUYGOH%C
M'N@G&CSMX,;!DBU8O2=:'Q5G?-'CJ?.M;DKP 5E&_LEO/D9!-BJBF;A+)_S4
M+,.H\5J3]H?MPV8 ,S!RJET3$KX-KDJU?LE[=SZLLCJJS2M68IBX5W7"TQ7%
M4F]I4OC^8,/?Z@B/6>]WO7IRP_9/@\#+74\O5HA>98"<^B)F1;%=QE!X#RA0
MR7AR_Y!S== /3#H.S,0%YF4-YF@&W5
MIA UU9 TU-A%D3I%,ZB-5/(@)1/$7=7)@(KL5+BB!7NC<"6(=1S"CF@%$[8_
MCH]IX =>$CBR24J?8*5U1P]0O"5ZJI?&?O9\!7*@PG)5E,ZMTX$]C/.EC-I7QCX*!:$LUJ@Y??2WZ(^>_SGY;/
M7B .:1]@_/9[1LE7!+LX]!DT%Z*0_SQZ"1OF\%56F[GG-D O7M@1R #@\OBC
M!R/$Z*.WE-K8H^0F+U3NC'^8%'_]^:'(AXJ-?M= N&#ALI=Y.>#.,=-08EMO
M)RA5G3,%&6I=,ZU,'77,I"\D"_-#K+A=W!+C5\36407QBJ:;). G?@],B/6V
M+ OR*3@MCS^6&8Z.CH->5]MAG*QK\A@Q)0%JJ= + E2@Y65QG;\"I8MJ_<';
M%];["E)?Q7LO.,U$'_#;G>;H,-O3@&(=2M2M_3_2--3H .XF _3W\@
MR"(?OR-G-H/_L@&ISX5U".]C'O#^&67 (
MZ3MO'X2O5?"L="E=!/8]B!F$PF'H6Z/X!Q.1VM,M$+T5)(U%#X;A#T? B(AE
M$%JCMO(M9H@(>MOQ<%8NQ0C];'\H'\>BAD$ZJIUGL$RQ?R#Q^6 ?&%O,- "X
MWDO$.>]"^JD,=9:1_T.=,VC8>68)S.4=TC0_!5PK47.
MD)S(&;OFT68< X(S!J-638XHPPQ.[M9+?F:]W]',"\(Q>S=Z1BZY-A/(W5Y-
MQ\4QA]8M:C_US?E])1BZN[\S$VYB%_= QX7^T6=P5D-C+V>CK$'QE+N1T\AI
MTQ5$,$[*EAO5E W_"I^1$2E:DXH7C0#Y'K%K'XAC@:1Q.(V@RR=&H!$#A@E@[*;6Z#TPIO\[Y=.Z7Z)HCH*J-[599Q!PW6
M[3@#(,U+;QH"A+MLG=)H$POK9W) 1SCA=)Z\)=\KW#[W>;#Y3-,,O%-QAUQB
M*_W([?O\(?"*B: /+/CTE] G@IK\NOM XV\*#N-:Z4M[#L.A9"%7SCY,XK92V50S3'K+.&]
M@Y=D@Q_FZQ.JKI/V!%C(?P/,>P5+9MR<"6#[@.^(94U8N136FLO;)^IC,8\T
MZ*LTN^#M0KC[68Z!IAK;/$-1X>)L4_*R8^3UM3@$RMQ147\R=W:IR#E)*X#B
M!47)&/2@M>^J>@,K'),Q(8H;ZBE=N\RG,D\H;5RX%TRL>I?/ )HVJ)\4W]\X
MON>"\^IE>]5@*8W:UY&^B;P'O-\KCX8V[0.&;D*6*>MGQ*Z9?)R
MZ7J9BZAO7N/AA@*=^(>;X0C6^X8\#5^^:+S>;^!CQNK!,D(VB
M *(I$<*3OL90RM=Z.REP'N(U%*M=]+#V2'U%20I25<7#6-IAY+.%&D1?5
MA] QBVA!,K**FUG3I$99QDU'SE2G0MVHDZ?P3&1.5,.C2N\0L/5H\"OUK^@S
M#>,#?#68PK+DN.%OL7HA?T-D&?E\ KRC()T(4.M5 E-'I
M6(8X4>LT4K>#HHHOJ3%>D#IK4O#FR;4B%,S9DX*_W4CW-SD:^NC8PI#X%6.>
M5K.ICTI:C K\183323XJFWA@JMLT1^OU05A%MTG\Q$8__3Z)4U42MI8"YSC=
M $3](%W3W/H1>J%4.(?IXV L\A03$NP/2?Q,A5\!6ZE;
M51"]/>2,IZLPZ7T*]L?]+4V"V%]N&2]][)>+@TI)ELU3I;3P@U+><=M+(8YCS=X%31G!-+N^2CZ(V([@CO
MCY0=0NX9[[(YK9;P?/OHS IX8']+X;6G];;*KOC1"X_T
M79QC\.13\$1QV],)
MWC*1DC4XE%HJ$N=.&'MRPA_:B1Z(Z**VX6+5&_^F!T7K9*V,#'.>M1L+SWQD
MMFQD_).18>VH&)F]&!E/.3+VEIM+.&,.?LU'('^/*WJZA$6P8FFA)\%9<)K 
MJ*\X=>VM+SF[A6G?J*F1@&*51.12MGUA9\TY 0Z?;FD"4<6V!(2\'],$=97+
M=T.]E GWCK;VKGO0N6 J&D!J>Y$0(1N-4J).C2LH24Y*@-8%^S&'5$((432BQ#&;'J#JAF- 9MUTC&52:UKF?1(9
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M-_5.2R\.XH 4BO<'V0C)ST'"[TT3P]UF\^;F4G(E7S']&6"N 
MH9";*X2^7!!7$,-$505@G!NI3!!276NQ.VDJ,>-).%.$A-;!N1P_%KW7 Q\*@-O,[.W/0@%U$LOW=UZ@:_PXV:D6+F^YK":2;_=
M= C9OZ9":6UR41GEHK*[!0$6!'A@)04/1E
MT>R81.MM?@GJ(>;4D*+&1F^:<>OHXBR\I-$PC7":6O[GXD,-0$SI0T1WD#N:
M=T@>8E+OTG4G^YL8KZF]\)!!,W+*B1@>.'3,AR>+19RJ&!Z;;CI'^[T73&2K
M#89GX8(E0S#"X=:XG8M[;8D\S#DLY-ZA\ G WG7'>>8C,;5+[!X.(P=8N+TG
M"6Z;+XK!#MPFHSX?@_SNOF)O0M48ZPTQG>C-Q\-D+1%>#5.+(2G#7#3.S2IO
MCK,K-51TL0%,Y:+;/_NM';$]Q!?
 D8
MN.+,(GAF[<$S%3LW3-P/-!/_OFE72!G)RWXL/1IX$48/9H0208^45J*G!3^2
M,\PK'S58YAN6_-24<2U^O)FK9HLJ:OYMH-=&RC,.P6,^!*+(TZ8Q!&+/EGOE
MB&8CMG GNFJX869RY%6H5/@!,QN ]?;!^Z3P\KVY(%U#' :V<2FQ'PO[5Q2'
MR->^L%AQT=GQ&V#UQ8+;&%RT^6G0/EL>_5WI.V54P$;.RK%'^UOHC1[;F\^P-_)7Z$%]M=]3^%>
ME0Y'T0+Q"S>%;'UC\6>2GIOWP<6;9!UJGJ'VGU\]F&R3]E G:T,]Z
M _OZV>Y=66<063\GD-2>?BJCT8O7!]:W)HXSHL31Y1Z@ZAIN0&9=[XUE:NF8
M?IGP^$J 'CV>5*^&6,\BNN@[,G5*Q_2O#FSW+NC@&(=0#8-"*?ZZJ@NJI-B(QI,6QKE[ ZO9E1&C=
MPGI(U2Y:D1-PZRI_J),C!T-3@!-7"XU V;.N=\&Y39U(Z
M AP[ZH90-QYU:^L6TR5*2Y-* JY)!0FR:0Q'L:@@-&=5?+-03JHWBD?K^A Z
M%LRU(!G%S/EHW*)2[Z7C6K>/ X6;BNBEFW>F$
M>E @R0N9C$S" J/JV%W9'"F]HT/\1AZ'HJW]A VM(.TD!=8<[F ! 1$4Y(@=T%A_RBA_>DF@![T..8QJ+L6H@7CIA'3(>\-!A_B ]5@GPL< @,\V+7G^?DNOMEL);5[3VV?Y?
MS&W#E,7S:ZI_X'9]C%)^!*C_-M-'#T]T&1_11]/2Y,CR8"UC8DPT,WM4(L"
M(&RK6DD LC)L/0AM'_CIQ^D
MXGJ/&17*79X^HNEB#;:NJLA)05^:IM4;.N>,27OO9BI@L%]2 2MC1$\!;+ #
M6$4^X[9/PIE+YU3&OPKC10_Y^^%6G<]O=T2T+FWN
M8:EVM6%8@HB\\&&1Q2@O;%B*.(7X8E@.TF&99-E2P%I%5_29AO$!%F(W;)W9
M$9UIZ' 7+9V 9&L6)1'ZDJ5#LH[HOC0V9HDU>@(,T%8L9P;)>,$R M?)1K9?
MPQ5*<-E\.O61X4FSA"OLA9<&Z?TAH9Z_CG[T$KYK<^=E]!O%UH\Y.=8CJOW@
M-5]2-:-%>$ZUCV#J)&W@LZCL#6@61' BZV-_0Q-(X'49YPU=5PPNTMY):!RS7\=90'D<,[["(W!)#P0
M)I=[4[?-R5;H]QEC2)^"S2IBH^=!*HARCU+3UOY*O%/P8O6M;(BRXNZ0IAT_
M%NU)18"QG>>ZW-JU\W#A@TKXX5MC4U7;30]QZH7,41P/JV@3'F%^9;]EAI(%
MT9'ZZT/N'919X:JUP22LL2KT3C8;O\&<)FK)+&LP&%0HH7N9P?(Z,AT."HX]"A0'91()K/Q2JP[
MZA\WU'^(+_,9@WM4 XS=+/!MWQ2FR@]TT3OA$\R$-#&G6K9"S@J>+BN8S3C7
MFGJ+SP!J+S\R#J_T1[I2W@6@<:=$
MJJK"%D#,MS]@L(#N*_L[I<3V3+68HPV6R68D. 9K J-NL[KVULVV6QA-3)3 
MHI&*1:-ZJ67'>$7G^BFR,<+*RWVV##H,A>S3"FLK\:
M[ &F6  :D*"L^8SE:L]8%24L@$I:4A"K7L28=6&'@,=B,/?B)7Y'=>B3-DA!
MFTS01J!6;V _.&OWWE8':.-&J6;^=/"%EU(?BE?0*.7&O$P2> J"YU1SG&-$17-7;'\-H.(2OA
M69NX2ZE[SN M.N?<0I\Y_83(17I
MJO,9\>I 54,FY64E'G9>M#X B_1[QB)+5Y'T KG][AT]<9UX>'N=PD[4MWLG
MLY,"DY_6OGW4GM9"?9-ZN\9A[8+D[Z74)"&BG$S&9"&Y, LBQ('*;'/[
M0NO"8!=#,5-I<(/L62=&@3S)!^$,9@O^7S_2-"L+EZI*:TW;Q9EY?+9
M)?S/QWLKA9=4[( S\DW=-S\+.D7=#D>28<8CO_[$EI)!RBOQ9<%^3)V2SA*^
MPBF!6)UOC32;XA;JE8DMJ\U;;X=>CKYVGS&$!1H)7<=%-NXK&X_V>,M
M287LSU+9AY?D&NHTF'#;.-E[S##4-;PF9(Y0]&ORH2FKA$W&&:>LV,3B#TI8
M+?-594L@4NL)I8#9WT?(J%3:W,-4!XE=4FTP6.E*3E<\=):>SFRITSUHDZQX
MU-VOYS%90PX8P)1\C'ZJ9"&KR5K4-9=E)/7:/P&-K
M(^K3(VZ(V#)(_E<&,*OX>7B*4-^
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M^#*M1C'7_1A$?$ZXHYOX*0I^I?[*9Y- L.7/+8OZS,4CEURY ;#_\3
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MP,WAW!L=G;UCEZ"QY(I6$>%=G[M#_[Q'T)HC-QG&5?3VP %S!R[>0!)B"
PK,3D2.%S2,7RQN$4CZ.^\(4CF /Y,M@L]\),LJ
MC4_PD+B-V-)T0&]8?]_E U#?*OBL(LT/U,;Q%._E_&/,VF#-%6"R+LXZNBSE
MGSRT)&\D#NJ+!6$]GG_4J1XV]A>R\=(=.7B!3[Q,A)UB^/!WK.(7%RA\$*H%':_HS1C;F+I
M^]S,O? J2#=AG,+Q],4K^^$0IU[X?1(?#REC$1[YO0K6)F8^)SI2?\V <82I
M[E*"M=YQC-GRX-;]@:6NK;L4J[@D&[[0.RF[9ZL3(0#A$O#$C4H&4A,"+F(4
M8A A!VR8YY*0NBBDDF6J^QHIW7SY%#]_Y=, 7,,?X1_@$?Y8\PCL5_]SP]9 
MX363(WM=?@I.=VRD+>Q:ED9(T'[)GZUIJ+)OR;*.M2*B&?DK-+3V@46GXO%V
MB?S-/]O_M#+QBN]:_YO5C]KNN%UQ*O^6HI'EY\ZGD7'PGO%_T-55CHS?SB"(X([YODU
MEW5TF\2L4_!3]W$H>Z_ @,;^?&T,I)BZ.PE09G%#J=H;L)P.'N^H+BRM(U+1
M$B"V.KF/A!)OR6,)!7;!*BCI7%"T<_YX//->F],\H#:-^!U?8/@KN0GUUML[
MRI;%*7C37*Q7A?O1-T=X$]= _/(I7$U;G!=P.P5J[TTS$G T0$0$5>%G7NU[
MF;,!H'_?MC^*._BJ<-QQ_\L1RC>]HS,=,7;XE:$?H'(HK]R=D#=!1%*!9E."IX/U 0W\;)T$$+TQI[LWVY(&S0!D$M+[$Z,7 
M^B)A@'3MMW%R'@1&C@ 7T-RZZP!.;QFKMQ4OG//&*>#"03[0IJ3@AO78ZQ1H
M!)*# HD]A_*]%T0W<#K[F8@*^N.9Y2<
M+2T&;N0-\/L"%D(UEB>N:*':.\#Q1W.,0EB,0II[XB*&P')3TX($,IX'"VPG
M6V!)1:@D!"\I>WZD'ZG]A5=?6,4BS)0.94'63[B6 LD=P*+I)7@4!8ZUD0
MX.6D>S@+D),X"@U2N;-8\"1L!)=Q"#(O7&XV\3%JW0@>Q#T%#@'^ZB\B/]Z>\F6AD'T=!FG
M4@^D:&??OV@%+KR'M!&*;]!(TMXKS=^$6&])WIKPYE8-VEF!M5;81^I"U VT
MX3>N)K.F5<2DC+SPCED^;&)DQT2F%/)F]FU))VYA2K(V*):D%D226R2:$F@K
M-OF@M54[&B)NDHN;S">NUHJFE]G>&<'[((J3('OE@M$T6[]$#.HN.-Q2-D1,
MK9[HQ>L'9@]LLF8CP?I_$DT4&Y,C^.&<$XP>@/I)P6!FUL\*1DK:/L%K-"4%
MVP4I&9.*,Z0BGA"(9C@G!E./10THL_"H"33(.\$Z.9@:;/5]5#N]N6 .8/RJN\J6K27(0G=$
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M)16YE9:IFGN:_'\I9B?#C1JO^.E:8=C:DJ!Z_;4:F3=:!02M/Q($XV^/F1Q/)CC-/$$/1DZ, D-&@+EE-2+&^X$-4#43A?>5>%S
M41VBYXRQC'CRH2B!43DP>Q9^O]E1_PC5A*Y_.0;9ZWN:[6)_5182TCY%8DJ,
M8[G]H-6MU(S2ND7V$:M]$3$GAFUY04X$/:DQF.KMC/GTL?U;2C]X>ZK9GQK'
MTDW=-1F&/AJMX^>WG8!@(7R1A:)JB9&%TRM-VM4!!@(0L,U(1X;RH];01:.,==7-7
M-$8=XZC:.J UVD! KC>H (FRWP886[U-HC_/D39'.$C1B-XX3).WL
MGR@HA6AOT?.FY:,ER&=J_07'G_I_]!+^M'JY29J__W;QVCQB9PM_U7NJXUCA
M&,08V'6#&<+'ND$-%[*EMP6KVCE ^6 @2UXO:$29N '[
MIS:J&L#'H1G&!'#G]*)CXL;$Y>-[RJW_DW 5Z[-^WZ",S@P\:[KC/P6",=
MU3GXI\GTTG5?=*9 !_H=^VAG\#%7])F&\0$4^S:)_T8WV1 _H^'BDJ_I!-OM
M;Y0L'/,Y'7+V4] :,U)P<\WWG#G@@3X(#_4,ONC&BZ!ZPH:&0WR0A-HEWZ,$
MU^US6J2.^1J%?/V4#YB0G(MKON7,  [T)?90SN [AG@,)_U$;^_@ID\8KD+.
M6;^S4 ;:^1QXK);-9,)3B^W.5:3T)HCH*J/[H1>/Z@S?J/\QI456HF0J436T'S;I12YB)7DKE !))TI+%Z QY';P
MYH2U+U-%K49"+LNL#7GZ"\Z,;L\%/Z;P>B;?\B!O@HBDOQS9-$&VE&9?X,T,
M8/7K[65"_2![YVV"$#R,]RG8'_<7<9+$+_!@H7=@?VG9[3 6.+/#$)CU^:$/
MO?49HK]PDK1QWIP\%NWA55=.@!-K30#IH@6%'".?)B3;4;+AG,DV9SW9A">3
M>Q7='P^'.,G6VV8YZ'=>D/SHA4=&D==;/&9IYD5P0B/Q/1/RMC^M3CXPQ4P\
M&6.4R7MBZ5M& "3D&6A$#6.:%^8D<46J-HLOK08%X*_BKY(K3/[,+2^]"B.:YB0DKBC8+,@.:-%
MXY 0$J0X,U)P(\#.JF/Z'+%J/U9 &SS7%B]CJNZP2:R^F\3^7&H*HY@[N]JCS)5F
M0JE>*%7?Q HLSX/GAD,[QXT#PX+C'U?7B#.5_"*-^.]\H^0F3M/K3X+*Y6"?L=9H%>P@$WATA 'AWY"OS
MRWB_#\3!G,1UC>1G?Q:?9 "**7X4,Y3Y?P*)>]AR;L$E8R(XDYPUJ?&V&CW\
MMD9!&WO,,105TJU NLV1;M1(+:94)?&&4C^%%11_=$J58]-NAY1.I1*XD4QU
MVLA^*I5< MDS:KR=6(+REDA)5(,$#F4"6RR1$O/]] WX=Q#Z ].?8P(Y7@J4
M.@*D\B>=$!K%3I2M[9&>U$FYSL-;*P4U4O&2OF@:&&0/
M!MJS@NJ5P&7D+SS<57$=_+[:+>/E
MI&*K!6WI-+ C@A\_VJMQ)'66HLSXNJ[\J 6V)AZ&MFE/7E!]%Q_29?8N9MQO
MO>3GHB=U3?4. H2RZD80RLKJVM8XQ=4-1)*\34X))X3*WIP4[O7]7%,5E#KK
M0Z#@P="76Q_]6?[XM2&8X3F3\3;K9;Y=! C9C480RI1%;6NA]ZMW'3SM(#'O0Q#199K&$*33].;F4FF29F3V
MC;,/G,),36A0#-9/1D#@M
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M=F>'/)(D:D%!*A+
MH2Z$J8%W$>%8N!F4NHGK*=!LW$0LJ0(!(2DI';+RJ1$Y8>;6/]/P
MQDFVVA]H$GCA?7S,=N^";4;U8;Z8\#]?*-#@?=QD@1I%K]HG8*V-=[DKQ'^=-:7
M-$6=[I7RJ">0BL2-^7T4!'2[M?,A!MOG^IDF81S_?!?X3_0OSP\O\>4R\A\8
M!;W06:HAG7V;[06HL%XC(A0[[B%92Y$*6L*)R5]^)-]>?O6'"URKGA+0,V'D
MS+HA,81S(!?H]H[QP4;-SG"X]8%%!3OQVE_7]*QNCC,_=XE?GZ!5;=%F:+U 
MTID!2+[B-/GSC/B3]$ 4I(X"W6ZM?8[!QGKQX?J^.H1>K59*.U6VM&^B'4(7
MUJEHAF*86EG:!<-9ZWJJ Z3SH5AB3[')!W)-FI+S_^!9X'SC/GQ_BQEV&OCT
MO9;2[6AT$"'M91A#*'2QM:YQ]*P.1VML=.1$15,6C2LC;5!,B09\O
MK7Z6R3>H'W9!,G2'6D+KSA:U$EC7'G6+T*E-:H5T_;8Y_^#F+G4/;.IMZH()
MOE_ _8*CE\)UP6^])(L8V)O;SB6QG@QO:6P"YW2)K*-!72IW"Z9>HS7UJ: &
M?;I%7CJ/0$7DJ)@+N'5@*6W]C
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M&B@*5U"1%?(Z>CH@Z/8[&,MM_X\RV1W-/GWW.
M[',9BW]RU1+=+&?_ H.-\8<@#-/'.(F/3[N'E_B'8^0GU+\//IE<$L6@^XK7TJ\Z _+MU__DR+7+:7%! G?.@C >[ES$1/Q\@]W$]XD7
M^7\!5*\_L65[PJPLROKOL@UC8]]UC(%;.)$A/%#U(0(%TC=5UP_271(=)/7RL;E?(K"Z*4*%Q ZQR_*(BG8XM1&UPK3+\>7-^0.D
MI" @0&&W'J+;8NN+( Z4/>1OONX+X?VYA'^FR6,\F?CE8R%7]#%;Z,?>WH.8
M(,R*OT4+QE&\7'['9+J'IP+]6\H&C5G-TZG3&<( Y]'+_A#KSUR:4UM_V+*O
M:%TJ67 @=];=P6202@P)@E>8!P6\LIG2*(@3(R3NIP2=R=I@_ BGTK0\A&^TP8X[^[)I6@_[0;M+-B=*GIP34[]XWFFPJXN
MUG<8 8&I@#JWNR!2\4>\)90&_M$+UR]P/6<7'(K>9.>KZK88+PAU"%X]'J1H
MB/1ND%8:RJN&
M>ZYXM 8]&A2$S((6;VG] 4+T6^_5>PQ5B^=F$YSEL4S,^@*X_G?K2]QVY^TO
M#DU(W@9GU6HH)3G(A9QD?WA=LY&E[P?@_KSP(DZ2^"6(GBZ]@[<)I'/.("ZX
MN\H]P#T<
MN;W+:1RP=IU@7591,P5&32IR1#L_'SP]++P7J K$EB(>$[/E"P\NEOOX&&7K
M[8UYZ,KR]7Q,XIYN_
M.AK4W=]NP33;I9R8E-2$D9,:/:LC1^65J+8,E:]&-=K>
MEX=#$C]3?Z#=FY'CV7\?>*=^P(06U1^8"Z@QHX*)DP[B_!$:>8SQ,)GG\ J8
MMEQ(M?-W[X7T-@DVM "4GW<%-/TIR';W/ ],F\,QD!-&AL$,D>BN>8VBPF!"XGDJILMW:V1$\5=O&K1,S'<  (__D.](S)\
M].M2@WUG.SIW!GC;#WU,J?\07\9A"'?1O3#XE19JH8F_#.GQEC&] )ZN8XR(
M418-!B1@A/*4N9SP&BTF)D :#,Z. +0+":;.B.?[!5(
MAQ>-_>7(_-=[FNUB7UQ&!]V]/^[W+"1A/;X+(B_:!%ZXBMB2:L^5^@ZT.RS2
M^SY0V>IF(K[_/WOOUEVWC:R+_A6\[-W=X\B)[<1)Y^PG72Q'O61+1U*2O78_
MG$'-"4GL4.1LDE.R,L;Y[P<77B=Q)XC"5'ID+;D[
M1EU7=\'>:1!N.H3Y%&%0?\AJ"AQ6%9Z^+V)SEX-
MFU>NX.*C]W1[WA7>?9N^/SBF1(@IW-Z/"S:AY_,A$&;O:'X7#/>6W*4%WWN:
MJZI7$U_2N L2/JBV@;QWQ UM<89M>XM4KOF.%-WG\N381A+W(U(1=,*<2&4@
M;F\BE8G.7FVWDQY5WB/5/3]T6YG58B60:7G#I7W^W+.,=9YFMRF
M64KWT'R&;B.Q^^'F9-TQ>U4VD+DW#D^L^ *+DD$;T;N^5],IRRS7]#W#T65R
M='$OW#C/17F<;%(2H'J,AB>2]V)>O0W]
M\A/OEQS?TPK:7K=E#+MG#+%@NS3XZP;G%;!?/,&;$M-'P>B)8;X^I.F+WQG]J,7CU&,/6F$4-VXO>I[[:OEK.S]IWV01VHH =
MU.6V5_,^I^VT/JJGZ:<0+4_[=03Q-=< &HD'*!6!CIL=W&:G>3R8H[!NR
M,0 ,62&C05M4=76.DRK-[]FA@L2W*.BAZF-H (S+8TB( :IC*#51#"K*<( :
ME@-^ @15'L,10\9IT8HRPH]]/A]B!L-D[ OH8<>^%(!H[$^(P<:^1!/YN&D8
M6AN(8.A;0[CCL=>QL-X2N T%M?/7 M-L?],_VKEG.0LLNDR":^@ <^(6
MA 2PBRCC"4108R7,OIPW=<.-5%K0D&;R4I/#U15>X?2)[EA\P?45WA!;8I:Y
MG=08=^"'&>'6 (>CWY@YN&58:B8L9,D3LKD$U(O@V]R'PNDFQ+Y[\2\] M[217@UQ(7HD$>)9L]_$+P=7PB> CLO"NKCM
M+/!GP-T45K^.74V>QV:"$9>,J&C4RNZ3[*Z6*J4OVVC[DW6#\8/AGOJB@5E0
MF.=G1Q=7D)MQFX+$%\HY<(<&:C-.H.AX,VY  + 9-VE=E%M/:4#JG3KH6;&W
MMY(^ N43[^ Q+L#LA>O5 UYO,WQQ)U]^"9/G7 3 C'A[B$-S,.<.;BNVJDW]
M9R. /K6@W"R((,5, ?&+:-MJ5RF[O2HR
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M[]^^?PMGN$-]+^YVT4CPZYA@#-$,RM#@U!S!#G5A*&!%'=3&X(QD?E8
MP,O&G. R?2*Z/.&SO*I+EO) ,X9_QNM[>G=D17[%JDZ?I-4J*ZIMB0]O"6&R
MDJ6RSY((=6(\NQ/&Y\O.X@!.HV?J*C@3;B6B@4AV(-P(1;U4U(M%_VP%0YY_
M)&GY*TNH[6%41TE&+R]?/V!)E$==[O#MRX .
MM4TCVC;\\?D 0=>3NG-S#0_T;*0 (IYO! R ,XI4&\6<049?/RR]'HI7>/7-
M??'T;E#CN*#)6GXT=#&FSD
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M"?@"2$6&RK-ZJ.[0 +W,(5)T],K&D"#\BQG3UJO8^EFB"2[(T
MO=OF:W_58;]LZ1O4%W?GI*%+,A)P5ET7V7I'<25E^/(5&J7;RA02,I"B$TI=
MIEO,C!I=W"%*CQH&1#F"UHB(6VME20=9IO\;IY.U7W&+N+(* EM#/DT9+:6DKX);:CBM,E
M=R,(,4ELVY7+0D-AJ)-VL.A;ZOH%N2_<\Q]0#VZDW4O'XN!H
MO[OB8C9DL:X:B]8:]."-<*"'&I?KBB!O@PL5K%@F\-GC)DE+&M]V4"FH%].^=A;VV9.]!VCV$(('G#V=
M5]]@ZM(&6ZB,*>5W"X0W5?R*!O$I7KMEX&^\R(7R11Z5]Q#HL^,&V@RMQ#AH
MB*[0%[Q\HW!E_^D?=;GQ -UTU1Y&W1/FBAY#K0?(BSNRI,KIRFI3%J29^@4R
M0^"V[N^AJ*YB""FA<@"D2H\/_2=D *?\$AV4M?C.B_S^#5GF/R+*/[HH%,%%
M@B&B<^T5 @EU#"-GHKQ\])P#7AA0Z"%(#AF-ETCJYHTQ#'-ANVS 2TSZC#C%
M>S/_HY41P_@R!"H?=1H!P&/12#O="#T8IVH?H#X_M!<%E=)
M'P8+EF:6_.'W99P MILO5LP@.RP.&IH.N /4"$)#28B+"KI-\JI *E,T?" =
M)&XTT-(!ZZ*>X^/739*OZ=SW.?F:/FX?CXJR+)[I6[W)AM#4+X:8303%X4O,
M(:N(&HDHDXD:F6"^YM7!-O: SEC'V"\[;"M&AZT
MS=?$3]4/&*UXW]PU[<45-_?WP^CUL'<6D=Z$,YX86@)*%TGOL$413PMU,I__
M-=?_PFQ>N.,Z'IL.>FRO7ZX==S L)OL:YQ51[Q*7:2'*CS;BBF4:%X)1S]DC
MEH@F:(%>%M-2PXTX>P03;_1P'"94$TP[IGV < =F(P3CU;S9.W^719IW/SF=
MU-VWY(W#U)7 5 8O9(S&[!7:&5L+?XZ2">E_>+I0G7P;)[!WX*Q=@@W"W3F_
M]PMW&!^@6P9T0V4MN]P_2M>GF,8;^'A;TB0)U^6^B:!(G(4+_]W&3I;1&
MZ#E^PF5RCZ^H@8CRT.SX 9)070!VF:8VS##II/8::E-N6BFH%T//!+@@Q"2%
M30E]11B5+L8'T Y#*<*PF)]@=1+H2Q)K0HC7.:Z$V>PN4N+S&0JPIIY#(")*
M_R'5T\W"&G%H*"\J7[*O>&?Y%7/0+9Y4@6;8^*:6VJH%1B5D]E;P+.\C#EJ#FC% :T*D(#FE[SR
M$M)(Y,3G<)2 35V.4$B43D>AJ9L5=@+C#6[V&?,LUV,#O,<$$N3\DN-\Q=+5
M\/JRN5W79N[/B'K,Q,;HE>IX]IW59]Z.\N7=RQ0D_'R8;\-FL>
M7W3H,]>&XO.;\[K,U).ZM1*E;YT#QH9IVS4G8.;)IQVU4WN+2ZHK?#%T^*
ML1"0+L%XQ!1%>K% (_/DXLZ@&7?HVBES8;'?,>MYP&C;+17C3-,_29_2-<[7
M5\0CE.F*>0*+_A"SQV--*G@ZHQ+Q1F%;4U7T%3L:B^%,,=3F, #1[TLR
M.)P6L*2Q> 9])"$G!72*]05QK"3$,^UH0.K#.2%[%)./4C?S^6>05LY<]S"U
M/*IYR [O$,8(8RS3T.'7U*R,&2>,8=H9JBR?;B@5\#33JZ O649IHRE6]B5Y
MQ"?%8Y+N[HKIR6,8(%/UY<.DIP4>++N*:(<,94#_Y"R3D0,1D-@B.%!#<#X:
MN,)/1?9$$^I'COLP7U_0.N^_)F5*[]+3FF:?B[*^)]Z;:O892XKSS)07?J/?
M2P>T^_FSA(%LVWO06%#Z._?C2O7YR]($N(HPU1\2W(B]LLO>?;^U)W9\H8WJ_906H=
MF!D7B*>R44V2\%&EG=
M7!4V-_7U(35Z6-(/W.*N3<.B<)\IW$&&UJJ!^RB#Z\/5_ NOZEF.QD@ J)NQ
M@"AP,@;(N>]3V>VN\QS=E.(9^\;7/-+Y-TMQ"BF 3FM$&DYO"$8?C[X*<*T\8%
M^9Y-5CZE@3DY,-#R.*D>T":AQ6V*LKM) #\XCXNJKKJ\6JP;J%-RV$$K4U\T
M@'=IP0:S6!'YP&;T!VC @4ZV)75]$/4KYZ)9]:2 N3M%?D\3Z^BVE2Q=8D0"
ME'TC4'.47C/X??C\F4GCTP29T2MX0&64]6KR6Q*JVZY^5*7-^% 5UF[J1L/?
M<'K_0/KKD%^&&[ZNIP 71'I6%+]?IS4^2],U^?\5^?_D++V5GF8:
M\(3?"S &TNX':!E ]@0,M9H,H98/O4&4%9V=G9T>5R7XD>7JJ^E+.A7Z=?C_#J=UQ^I'[EY31]PNO+Z)7M*\IOG@OSN.$MH
M'AQ%RU66.D]70>$=Y3S(K5-TDP+B .>H*KA"F:.AM -$Y2$N\("8<8$H"17*
MXP!F[(U?:(;O_Q?4\2T*?XA^!%Z&'<"?>>V =V]W/O_WW;=_3W[7?_'K0*=.$ID)\2?2CBD:9Z]P693UV2-]
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M0A SU&@S^?X]/6(,Z$-0JYNM+CL9@#.X^=WMW^0N8L'1;ZR/%(5.P//3[
M(I9X13Q"J=G($).!6)Y4W8'%36B@+$VBB'# ,MIFV1W:P%SUA+4G[UJ[)ROR
M$KLTFYK6L^OJ-[P(%%?0 J02ZA3O,@-EA#")?FIMI._/\H1\5G*PN8D,P*+42QC>.<[7:7Y/:TNF]58_<$3TH 8H!R PPBDQM"'*--*,
MYH8-#?B@;#%R!*;F: R#$DYC#4_/L0VO$7W&246THS_F=V\% *RXH1].,P(G
M?@U-R1K!$V<&^FG+$H\NN*&!E"6O7LL,_)7 LW@JS 7C^=G1Q15Z'	"+%X
M\@XG^ Z7Q%^=IGF2KVA!5GH?_I#6#&J>%%-%
M]77$6ZFH$\LK0*"AX !7;\WX5PYT,<2]S(9G".4FK
M5;$E'I:XSG3[>+JMB1,=8OAOG)07N$,_9\'J;T3(- YX#1 S^A_#.XN:YF .3
ML4?L+ ;PK)T%X8W;670*SC4E(BA.9Q$]0C_.0@Y3X2Q^!' 6-)MF%E N(&:'
M,81H[S(H=^1.HU=QME%149$ZCGU ZI=B#E+.'['S& *T
M]AV4.6[7T6LXUZ:HI#@=QQY@].,V%$ 57N,G *^1/LV*.3A_S%YC -#>:Q#F
MR+U&I^%LBR*2(O4:\6/TY#7D0.5>X_W;L%[CY@&7.+FKA1F&UA(B]1Q3D%:^
MHV>/UWOLZCC#MGI1\3F0_8$YWX=HLC;)@C]2 C:%;.
M@W'&ZS<&ZLVP)28E/F\1.SAI%74O"&7NX7I[^Z:&K;T^/F[^)6^.A/&Z!;S3
M'Q9\,;QSKP D?_!>P!2\QKJA1OJDAP%K9V1^3>@GCB;']TF-UR(CF@OJP4_ 7O
MFHX=:Z33[P"6U>1+^.*=>COE9LQ-1$9\TV[,P.9/N7)TPPEW')##OW32OL7R
M.2%X4OJ:W!7>)"]T$%?TFDB:K])-DIT1>%_KFV>'/15X_[,;SGF3"OT'D
MW!&R1XNL!8*^HETYFQDXU2:MY?:\3%(RX?_D4E7UW2 QUV
MAFO*$H +$.DENR4;A/^N.CM60C?T:1'LF*V:H&B
M7@R;'?%"I<(LU ]B\U[@1-M";]FYMKV(\-OKKC#;;79;?I#M=C#"TP_+GW*X2JW)+WA%?L5F:=A,_U*O/ 1NY+9KB1V#V(K44=R$PJ
M5K\1-T!?WL(N_EC,20Q/%@_SM5!5>:$"9TFPSL,!M,B16(@!=RK6NFKL[V!\
M7$Y??)18X0%,D8,_!7AC9S2_!Y@+\ESYP$5#<1$$9TG[X8@$I1$R-(U(?
M#LZPQ= %%/X4X+T[(GD/]([(7U4%)PTE!19FR-H39R0JN^ L:'\) 7OV^2IL',%K877LHT(<;-5@\#I,7X
M?9=)=S0.;.&4(!-M3?*"+.3$[[:T&4+&0O;"39DGT-@8)6S.T&O$[=4%J< W
MKFG]0"<)$1:5&,*TJJ\1L\>7Z&-7=W<2FZ@OS9R_G;@_T:]QPH<
M6K2FM3B^W7!)_FMR^+';MD3 Q5W[/,IQ\;C!><5]4ED2T.REI]_2^N$L7Z=/
MZ7J;9)<%Z3Q%N>X[O?"]+R'X?Y
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ML7(.]PB[185;F-407DD8#] &$^7)L+MG:_#5P+$%DAFOF
MEL0R(G1+*D4=C)2+B]HM[3/B&6[)"G:+"M@MMB)B6C'
MW#=!W8DO9(0?$0%H) %Q$:B1$=YKA/QNQ%)IM>!%GA@\B(L=B'QZ8 &I,O!R9-K-L"FWA=PTYG6>\UAO
M9E8^S;*;4^Q^PC4NG](5EDYB9FSAK<,&3FLV)CP@]F2NV+0")6=M8Q]>Y)M=
M-T$59V^<9M@PU@.B)E;EMQ(9-VK8P6:U^:CH E;[J8*$K5?I_4,MNH]HPA17
MV#J&8A*V.)FR-%8MSV*H$U*Y,J[]TL6HIQ!#N$+U5J3UC
M/,S7UP])B8^2:GPJ*CE M>"'.?ZV!C@\VS9F#GYP;:F9?).D.UQ.\C5B(M[<
M4AFCXVJ85-'9&+]2"ERQZWW=OO$MEX8VA#:6R[:G25K^FF1;VQ*(7G&-
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M2=.XO,R2/Q+Z*DLB#,/;@C6PUBB,&4&LPU*[R>CJ^5$G '$)B(E W[\Y
MA(GJEH?&9 !&?+ ?;RD?069H5Q+LCY[I-FY24:=%XERJ**?DC*YQR?X"6?%AHY5J7>P%0"0
M4.\$L4NMM^*&2;)W4'&:QDV$H%8*^O[;#XCSHX$ &+>Q #PJAJTPF,<(#52=
MB>\?[76QK1^&G]2[%U$LDV3[1.9L4:W!A;L_ICRQK<5U>SN:];AB%P=J4;X<
M(O<9MBS^A5-?4<
M8JR?YVM9E\T[4F?Y>8JW]#6I@K10O]PD7P^K_J+8Q1V[7=8H<5Q4HM(C,V0!
MV-%]>&"&\/#N_N$%%CC8-R!7A=+I^)LYBJ.KTD;[<115BNM-&1&>]
M$D* S 6EREW.@I *)EM!H==//63/]7(RG'QSV%O8>07"='_4X2"20
M-9' IL514T;T5S8S_LUG(16R&+BXN\))1MP(<2),P2@:0XBD&
M$ 9E4Q344 53M"J)XB7"1$$O:HD-L1V<%-BTGG"$;@MJU: T;J&D;Z::P
MCH8?=0($)@-B[7L+S,@!S$)')^\&7=*A$[D';U[A@D0*"=W;/L?$WS1E)03P
M)'3A+5ZI<&O?0B(0:U9H,AD$5_1K8T[""WLDJX=F[Y7]^_DA)3](
M+&#%JJ,-;O(W2G\IB2WJ9=W'[BL)'+X-_=4=@-?D;S3XIM5?UO4F'?DG=2^>(GT^?)1KPS70/
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M:L@'&_O-QS5^26-EB#)&"STL2P*,I<)4QP_TKV]F]_/,UF/W
M!%XZU\U[S&HZ8H_C 9=\$AXTKYB$ARH0,J8$O43 U>!OB(A928C:ZA*[!URD
MGYM'MDH2N--LN[I JZ[W[D8N]6-2YNAB6Z-,UF'AG.FGHE@_IUEV23X'32T_
M7+&:S_19F?6_MA4O=B#I<$->&$=F!6SHAHP8@SL1"ZVF688-[P%JN5'/C@;\
M,'8[!UH'*.D!)7) <\IPW#:V>G%WL6()FOE*E!$MI00ISZ%2>E"J0T0&5;9#
MKHNH#D5+38^,>OK0]3RBU5E7Z,-1<3*)%5+% ^8IXRU/\W%;*G9='6C2L%6U>0,5\-WA]DKN:5%>$IWYZZST
M)^UCKQ*D!GPP ]H8T'"(:YF"#WI#C>17K.F]FC$G.I*,MC"V,1,17;K0:ONX
M1/@K7FU9 ?[B[BY=D8;]O9O49VRU%]KESR?):0%>4=(IWCVF)".$>5-)K8W@
M0>"^GF57 0'FA:7H-5>_M[2D^G,6-$SR%US3)V)%3W'+R4"6,E)U!^N8"0W4
M(D:BB"BHYA^8T"+V5N]R3VXKUB\QJJM;NECJ3"MT)O?W);ZGMZ5SHO]M]S2R
M;ZLB;5WAJB[3%1TA9!J^3C)Z$S3E>XG\5K<2*NU4% U
MU 8R$!&"J!34BT&7PM*9(>Q\_P&:>(8Y* HX^],PB'^7H0&;!5
MKR3\UW*!7=PS ;-S;4_% G%I3Z^/*$^@XV)%%881'N 6BBL:\CNZ 5@_X*[V
MWYR2!9+58496G>7+"9FLV9DV&@K>6!6"T: NE7C1H&H-6C
MD5:"Q0SG0VL:=?%TDI85W3:\@5>3,Y%01G;U;(#D:$DDFM6ECP]3%ZC&>9)/
M*HZ&O:A>IK=;.@#[&H=RUR4DAKN2+E=]]Q[ZE!+D\KE,#6&:6TL\+"@-=\?<
M7'7^3BY:L7MDOM]D8#/A63/SW134 L7QJ)08[,4&A>H[#S@(*"'?9K,OLU
M>ZRB4M%&7.%-TP),:Z,&+"#&:JS79. T:89]"?3&!C@W.GI!#7]0 ]Y7/$JC
MG@V*EY0>V/D=!W7[@A[%H&8:^DU!]9-":7\-9;IC]<8VRG\':(Q#!60?E,PO
ME C M*"U,S 4$Q7IP;E Q=F'=.?%ZO=?-O):(Q(ZN&,ZH<*[YW0C(M"#.H$F
M\J,O2OR&4 ,]9^FJ,EI<9:,#.[]=[8VX@V!JL3
M*&0P(AJN*(S0&@$*AL#&)I?Y$.%V$,>%ETDL6V]+_)D7O&Y3XDZV^)BE+>\^
MT>4J!&;'T0WJ<"?23D+P'4H7]70EP:L#Q.6@1A#J4CB)J /4"(/9U_0"F!C&
M#]';WUE^\US\-TXF>S,SY$1MA5/ #H;8"XG5%GK'0@*'(CG4!VLM%.2KPFNJ.B!PNE$O?$0'7@B>'\M _V
MF3[YF44'@F*WSUW(;O;92HG8/LKUN3^Q3 _[]V_=OH[?/FP=L*1$'+7'A4
M6WXLV$BGF3!%B;H&6(V,'6]P0!/%6#/]-7?6$/PKC59]I7@ Q$'.'EB+[-$0
M:R%QVX#BH1&7X0[^$(D5>.73)$Z2]F!@RY\O<1 3]^!6/@\:.(J; \FQPETY_GQ'.QIDSEJ>IHHSF-XX\1D
MT^,*KW#Z1(',3Y@4R(IWATX*W':_;B(HRMT[B98S]O)ZB7N04VD*/_[4RAZ)
MEPQ+L;A],-OY^98B69$;K[_LRY'][DL2ID5'Q)^+.0+C(R53)G!/K'EV@J98
M6OP6[2U=\OOW#7I_4CS
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M5/OX[VU:OXCN *@(PX]_M^"^(D\LRX!>U%U>E-3K[
M&ZCGDN0K'7$$ W:BNG30GB^:'&4]<,\U25"B<7 N3W$*.X ]*^_^F V)6ZX?
MDA)?X4WS7OUE6=R7R>-9GM:I[&.8L0$\:6,!IWO5QH 'YF$;8\6F3ZC0EU,8
M+^J94<.-GA-:^)Z)P.MOPCYQLQ2FGCWTEK0/6!6#5?:P-J)/!?B:/75'$VR'
MV_JA*-,_\)H7F9:^C$LZ0\,#=)7&!,CHQHR*(?S%&+TVT_LO[4$*O>(Q^=\4&D++F .
MNY?!Z5,V;-9BSJ&?M:(+#*\PO7)*K+^?DWL:EUC13& 44YE#%^@C2A-IT-.<
MM:KF<6IW29622#>-5X@V*;5W59,JDW;,J
M'A^+G#L(R/=2J1:L8YIG+OD4?X4K7#[A-?%^_$CYK*JV2;Z2)3\XR(%Z9=41
M\/@!5DLA &^S.FDH>+:U'Z5D,'-F-LCO>$)$VO!#O>/J!V9+SX'R8$2&S'D#
M]W.1UP_9RW%2/9SE3[BJ:7SQ6TJN:BP>[]>85(IJ!>#
M&CEH( @UDL*?GX-]4,"%P.H!K[<96E:7]1B1 FTX"-4=[3(/?A]]2FC0^W4$B
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MUP*'4K>[TR6WXCZS^I=\C<
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M46R
M@>%)=D2.U#M21\V.5$.WLR/5%-(>Z(*8,HAJT^]7M0H10HC'(?[3TT%G$/#N
M[CIA@\N[HGRDY8%X85JG@W?AC/-E2V>PB[N/7_%J2R\*7=S=I2O2+;\]%"=X
MDY3U9&_.G"V\E[>!T_IG$QX0SVJNV&3H<%9T<8H6B_XJRH@#=_\GIV;.G:OEP-3R[;WYZ34
M"=@21Z32,*D>A4EL=
M(3+ !4^G#_DKTV@1!\I?+_Z8 ZUY+#J==,E%_\H#Z4;^VL-MDBU6)9]WSG6=
ME/7>=<\1OD_S?.D>6BZ3V%/?= <+;:7P]BF"X9,A_C+:1,DXK0K\,PT^TF5_
MUD$OHY"?$)RB5!\?4@$RXOQU1I/?H!+!UA%;,("[/0O&JALUGEJH!*J1 @U\-T:7DME^I"K.++]5!:5\DUB)W& 
M]W-FP)_$_+8#\/($\ZBVUJ6
MU[A\2E=8C*-;67)?QA*DA[\_+JKZ2U'_-ZZ)!RSN0-*+"[8'XQ,6[\"A
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MAXS_Q'VB?O=XZ8[9]!W#?,7>D8^J'I$;KKG<>2>^LJ71OWI'I6C8G$$Q9
MOK#_F)2Y\/:4CB&\5S.#T'HL-36(-S)1:3)X6J9FRW5+V1!F'&'/]N9I/[#L
M]JB.,T+4$O;](1:TTL'!H!&0$7T,-BH (#?1 7$D%CK1R&Q<# Y3Y9)-,$I#"
M-GL$01DTA\$1;E/V,*_3=9JQ:\[7>+4MTSHE@<'75;9=XS4M04GW3;9\:%[<
MT8B!>):*+!I8"''X6&PGJ8">9<-LH7KMF.'.J!?!P3<\/6H]L8^A;-0+1ZUT
M7M!T()\N)]L6Z/*;1]@'B+<"LR^Y= >]Z7JHZGL(CWJH?L!L&W+02[CM);(6
MY\EQ43P6=9(^I6N#E*P0K^C)06EN1-*2D?Y -3&J6FT6A+
MC]8-(1MT;0(5[-@3'Q/P5;#UTPUM<9%!A-ZD^LM25$*U'M,-LL4Z5W]_S'O3
MD=P>6PA7T*=?^O(ZP]3U1I_8;HX%[7":W$_[LB%%;\;WI'#DU\ABZJM;W9TR
MZ)G'_(6*TZ*\PVF]I7V;KS]^W:0EDU M5:3)O-V89IL%.M3G.S;:1B.98;PC
M6O2MFH$.[([80(L]KK_DHX.G_O$\V="N+$IT3!UBEH4L2%1IL'9/FQ"DG7J"
MW;>E&HJPL-"L+C,N'N342IP%@F9 <2I$4VDJT71>JFN859N16M^BV^__Z;V9
M7AVF$Z=NO!/Q[2PW#AS;MD%_LV9X2M*,/H1)ICQ6L,CWC*I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MGQC\WN0T43;!W1T(;NSPYRE=QC]-^G)<9D[8[)!ZNOR$+>]\:">;LQQ7,+=*B734[31B.)
M[+PC"NGPJ!:(JH%:/1!5)*88;_G^I:1O[F@GI&TGE().V%,'V/KW7XN,B,G2
M^B64"Y2U_ JZT:K\WI&71O!_TEQ9F_Z@:?<56E>%O^5[F]
M/\S7[3]_2^YS7$IKX!IQ 3R580ZF>PM#SP+SV(6I7M,'"AI21%G9O?+N)YP;
MID;NW@)2/S,Q"]4.)"V>@,^9?<4K5I#SXNXN74D\@8X8Z'DPI>JC9[R$E.&?
MVU*H(=@);8A10PTT^!=6?@_"^(__WI+UQUE>U27SY-5%_8#+FXL1[,[:"?E(W:HJ^'>R4>VU>5W[SQ+&'9OK]8K\M"UH0 ?>
MJ2JXY<74153?P3[0'MYQ6/Y[M7QO1EWW9J?K1IG_K^%J1)P=&_V-"A\]J[R%
M'L%<;*W?:YN0'3]0F%G94KE7-#4[(0>-
M0;F4^"8-.^5>VXSA\FF"'L88:?:*Y@I[V/!'.%MV=/'GG",\?"_3"6+6V9 P
M7ZPMC;Y[[E\1@/5ON,3-8F;G"6G6,[LO2'J0%S['S$L'M-EGLX2!Y*5YT'@R
MFILW!"[NT"1!I$)4+J*"VV4RZD4W5\2Y\*#9;'^R;E#FP"W8%_21YZXOBK8O
M:MH7S[0O[IN^*/N^X+?@$V%?A(N,S_)5\8C/BZKBCV/G=9IOV>N/N*G[)YEV
M3!AA(DIS2,-H3\\5/!(S56DR*#DC^FM&6/_&7R5?==RHZ-A14I/1>+NM61 D OGOOQ RY-V#Z1Y?N2F.^>O? TT$
MOLR#S/ AB;>.:,.2V0)!0A-/6LM&/A6,J&0T%(UZV8.7?FX*Q,6CZZ5M7A:A
M_#E[0^$! W0*\XKK87_ ^T61BS])LVTM?(/4@A?:SQD $_LS!6,$?DNKG=XB
M>Q%#>VR$ #JAO82F7/IXPJ+(FLAP==(CAI.U_&X1NT@/V>#_' X#;9AP4#>
MP:+6;+!"\@D]'=NW=R,6SO]KM?_=SMKD]GM,BGKG%C10[I!;]J >"M2W]D2
MA#N._-Z, (&2.KRE&"C?6HZ"%,22M/I,RUN)-[,/N&L,;&S>U&]*VT*8HS<,
M<+'EYS0O2G:4R@N>W=!Y6#)I2VAA8D2EXL,X4$@8/-93:#$-:@AZLD A,C/J
MP[N"?/]D3$[7N(6>^W1+S\=/\!/.B@T[19?6(I&3AO?9.K5;ARVC _'6:F4F
M0X"3HR$]3$61V/56[APLJ'PX#WV%,WI/FD9R+S=EDE?)BFU7'+T,?W/X-96=
M=MH(@/'E]A"'#MZ<.[C7MU5-$"\P,A;'OZ!_4LI(AN))\9BDNYY.10@_M,8J
MRX80IP(=*D,5=$."TP(5IO&LM',D0\6FJW3#9M\KFK8G#V44M.%C&:WB;3 C
M)02)9C3:3#[_B!YQ!IAX)G[-E1'-HNK#K3K/TQR?U?A1%L(HZ.-8?4X J%:@
M'3'X*G1'$_.5*&5$C-.?$V]3' <) =457N'T":]_V9#ACM>8E_1L:63;[\Z2
MX#*='4'OYCA;B@'-;G;259'0.TQ_J5 K$5&1J)/O*7T?@31E22[N+IZ;XY9+3#J.&,'][FZJ"0/$08@)
MA/XL1$4-=!RB5TFP+&F8J&ET;*CG"WPDLC<0M L*5Q7*<3WXTB6FVU5T!93RV+:89R'T7D:% ?\:;<7HN19=D
M1",C_(C7IT4Y#)[4.2)2)M"4) T40::2A ,Z@4FIEC)W"+6L]/+P.'J'RGC:
M S#ZPL&S,%U)%PHLJ;!97 Q6&S2! [ NR.H!K[<9";&N\3T=L5=X4Y0TZ^LL
M)_H^L@%\]-+\4I77X20)J.*&.^A1>0Q[,>%K6;CJ."T\T4BB8["'FBPZ@",AJ2,./S 4VLR
M&5Y#,O CZF;T#G52GE0KZ($&C0[ :-#(B,,/&K4F4Y_4>)GQX $]S+:%8*1Z
MN)%/@AR")7#[2CZH&ED( Q*9Q\V>[J$V1Q=
M<1UI:-QH+1MX*@:@:Y5:"*/[DU+J\!8_7&.9[\=P"9G<.&!=M._-=0&9PFR@&Z7?+1
MMV5)ZSY6%98[VPD9D(N5J#MRK#LTX=VI4(')MS\O\OLWYRR1@M,!.4YS;5'&
MM$V$V@)L7!TUCKOU]":;5V(>X TL%1#A)I:( 6XC2Z[-9!BUI%VT$,N.ELDN
M5A0[5]K=*M@=*J-=J2@VHF9I.B.7+K7"
M@A!3IF]XA/B
M&S'(.1MX&B?Q>9O5Z2;#I\ECFKV8.P@E'Z1S,  T=0P*)F"GH-5,.9Y:;L39
M8_$%>PC*T 7,0_:&8VN!>3?[7>W*IW2%*YW1&W&%-WD+,*W!&[" F+NQ7I/1
M,[4%S@MKZ?N*1VGD,T%-$'FW[JYJ& D:9J\O#V;*)^:\@J
M6A +UBLT&14W14T\?]&5>DMR^C1<L77'?J#^KF%N7DV$D W)/<\*;OM4-:'^%%*(@S\:BYW5'] :+U
M6'N3'A>EI=GAT^/8H [J/SVC#%&6[!Z*OW>0HYJ]$$X^-%1OSI^><[%#.>%Y
MJ) BO$.6*-FZUIU?@SA)H0[B4\7%ST!E[BHF'96.PTQ1'B5E]%@YCH/:RY*:
M:?WR. ZGH@]^+*=79EK4J&%!/0\B3$B2
MK!+FT,X!!]6Y=$^P$6_1#9LG"YCK)$O*ERN
M;OE7>D; N?I=?O0[^"5$N+BK6A\-MK\!"O;&S0L"@=7O0$>O\*II@JPY^KDG
M/'V2YS1]@AOANVIUF4F?().//BD_T-4GH/0AC5IH8;W4&4#.?0;^$,6YY@*N
MG@W^90 5'(.G)L[!+MV:*:0IQS]@7*:RT7J*K"":,O]+QPENKCI0$L.5L<5@PFK=#$RAKQW>B4"-#$C#
MWCM<-N9N":XO ) Q%U"(8?B;E1NMR(_38O<-<1,&<$.70)!.S"/J&,Q:J)+1
MQ-;P73(^V*DY7@AV<[,)CG9R;EW-1JA\N#7:R1:?$NL8+ M2:;$."2W,:DRI
M^' ))B0,ONY2:#$MIKW%B((=G6JD4 4_G#0O&\TW8LV#UY\Q'N,*>M *-69C
M74H,5.0T]!&->WL$_9!_\9ZF,[QCP.[H&EZTV:&%O64C5%QTQ69$"'Z_
M1J"-YEH*OT4-DC@3O>)F,96U]C3WI6#:>[\^T]^V;>[2L42=Z1RBH86\I"Y1
M?'HQ?8<0^#*Z4!OEC>:& [4L0!?.(U7<\%*YA?:8:U\UVE<2[4,&?"T*XD(.
M5V2D;=F\?((W)5ZE31'\-KU!E6;F) DJ2'0&/0X?K<4 !):..D[3RSX>HR[%
M[.SL[  -[9'.)P/Q:"B?I9SU&3+0[QZ8=,GDE-*A6\_A3V =@-H.\'/ LUEK
M[3P.ZF5.=.
MX(!5P.*RZK.<>";ZB'!%$)Z3#S>CHP2RXK5G*7!;8YX(BM*2)5K.,.-&(J(B
MJ3%3H?$:L2G^(:KJ0 @J8@.FBY9UFM]7M+S;XZ8LGK#J&2>/\O?$T'4=-,OX
M9<+C=PAJS3TZB:XAQC=L:D]>Q)B_Z)W*,U8-NUWE1
MI(K.\1BM$^AW->)>"%GTPJ>RJ*H66%*CWQ[2U0-#G-("AS4ZSHJ*E;SA]QKV
M8;FT"W^!%9-Y$_OC('ROFTSE[X4C66SU)' N^[B FME?]FXHZF46@W-8MYWR
M:Y))"[+JF*#]APJ*V".(. !M7*Z.RFH/$.-;Q.#X);N/^=K,Z*P Y+1$<9,+
MF-)[B4=)1H\HJ UAFI-^AUYP4BZ(Z[I.RCHPLEM\G^8Y]09+XJMI_6?OR%A5
MZ1B8_=L"& -Y
M.HN0T!GC6C$B?23AW=^7^#ZAR8!5?9-\O=R6&Q)#JO-\9#R@R75J(()$.C$#
M=-*<2BNU&VLYV2[L 2+,J.&&2H4+@26N397S] [_4N'U:5$.?_QNQII1+A(\
MJ.)-H5H6^BN*)3J[46?) !H &@:1"H8 (.!+6:*0,HEF5T<3>:2J@$]@@A
ME0$4$NX5JI\XJIQ%HL(%^WQP$YMO?K1I+RH_4'QT=J\$^"!FP%V4UT6F3Q@0
M,T'/ABHHXCE1Q $X,\K54<^/;1+BT) H;VC[F8EH8CS]WU$E@ ,6,)Z0Z'YE
M$3$.Z:&-1 ) $3/VQ-!!XZXF)E%CSP-O#:8@)H9P]KA)TI(]([9Z2,I[?S7-
M>N6N<)V6_#3YHCQ)JTU!IBAU>249"V3#IPM-?PK@IY4=CJL/1B7Q6D$PFS\+-81AN"Q&+R/TT(Q OM=)#M!
MH.>*#I %AXT64J!/(*U5=3+8Z+:F7AENVT#% WRY>XI^4TN+WFB7RU *](K>
M"JQ5_E,37%#?5J4G0OW[ N*;Y@4UV4Y(1P*NLJ+:DYX]>6O2?RF*[J8B(;$MO
M,%*:(J_3?(O7S0,B15X=?DUE1ZJA&H=9S87MVN$B,$S+P=>.(6%-GV!KY" F
M"'U)'C'Z)Z4'?*# "AO5^*1X3%+913AG:4 /%7W1[^'0+2!:U/VFH"69/V/Z
M]K @7M$QA%\MF$%H%P5J:I#8WT2ER1 :;+Y1+L3J\=\4O/#W/SGK,K8BB^3W
M#(:R_!9V%JWR0#E$MXP$:B7@;@0^@@6$X.8'/ H4X&W1ZN-+JVE
M1#=N56 -QZY(1$SC5ZZ?9 PCV1@>#N (PD:?F&5V>V .VCE,;%_?.+PMGN@%
MSB.<%<^?D_)W7)^S+?1.J4H:.3K("!],.@-MXTMK 2 AIZ.6TE=9$!/$WJ1A
MHA"7A9BPP9"M8$+35PI7&<+&ASE7KO!IAK]V
MU5*ET:>"-GR4J56\C2:EA"!1HT:;R3#@](@R#&KR@D2 >Z"Z,II;5G]G"Z3R
M>PN7&I^8++S=J=1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M[1,&I2W.!G)@AL0]_2Y?%R2:E*>QR(@ $NBDJG89JJ3C[SJ["?C1.#@TH-/? &B>[H4DD,OQ%B>,ZVLVZ&/M;<(PCFVQF+
MX8"HT-:KI3C]E)-#UUP3JR\NKC:F!:RB)E)$68WCLBWP=_&$:1_#143AW%2%*>)0K&$O-#H >B2Z,(F22<5T66KFGE&$V<9,8"
ME2BLAS%.%9;3 R0+ZY01+D);%O@PPQ>0<_JTH?>UP!?\_ ^J^787EUU]I\>G#?$W?#3UZT:1 VHD *M_E '-4A,N"/WPI+6OE
MIA>L&A&(RFCN1#>7OUG-=#IWL'=O;U_BR+C48V8_T%8R<) 3ZPB6 +8;QCM"
M(AS+0@W5 QI-!_1A.Z#9#V.H:K (OJWJ34F-^1W[
M&S7B=P,CIC_[?[_\8ZDQJ%^FC&
M^WKBJJ@P:8P.^3Y/Q>",P9 /H.RR#:"NR+()$TQ)97/-IOLT#2]SOH,L).C#
MB'W&I%RG  %SWTPH\N.B-#E2E%(";".HE>[V$,1D,!L(*EVF[K[(WZP(.;B=
M6JN-CD.JK=XR6*S+PZVY+G%Y5Y2/O$YS4FIVLJ74,.LGC?+#59*$-/A:2*G'
M-*VWIT:<''C#>C'UG>>7S[BJ4KPMKVA58#*OM?\^P8]D)!72V<:0+_S<8P6H
MG8F,F$#F)0O-)N.GI46,F44MW8].\&?*#S-K+0?J<7E0RCEM+K)=6/H/%6ZN
M^Q57=9K?*[:]1Q0P$\-OAU\+EKTO9D!#04X#O)C1[*7>(=&M"O+=_=
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ME@$KY3ZH!:_>'I=2PRPN-TSN1K-#^L+P^]/ZX@_YOS/1W
MO]F9XYN'8ELE^?J4 /YYFZ]+O#Y-[^H7\JO/N"Z+39&E=9*?E.F3_-:THQR 
MFZ!S 'HTQQZ@5AJ@TU(A#3!ZBOQ]*1$PDT'735XY;?4?5
M(_AWWW]X9X/.?9L,YV?Y&I-(88US17T&"1W =IA*X6X+3$0$L^TEUV3ZT=^B
M(6W8+2T+/0GM2%'(C2OW[EV@GCS!=LW*J/R6R"O7":D JLG+E>V*R4])8&K)
MR_285CFGTP0G1806J)1\G.JJ*\D;Z_R]B<*S3*C&.#X_+=V>X!WW/11*9D[CS.%!8FI00(^M1*=V&?F PF
M\%/I,@VIGHMN>4/#*\H =+89N=[J<-!*^?4G4[&:MG=_#3%=")28?] /B1&%G)C/=*%FC'N149->12TP_Y#._$#O5
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M;]\:8_!AMS?/.'O"GXMM7O\7:27#AR0"V#VOK?83'V "\#OW[U'G^MO#.&X7ZUAJPZ,\Y.D>NC^<55L
M:WSS7/P?7!8?Z;;#EZ*L'Z2.P44(P.4:9ZC=[1IK"3#7:QS5G-XW:7D1E83Z
M?S)9;)N;2D-,'&+R@"[8O%K$ZCLVOF"_^_'-NQ_1%4'X_NW?-;!\;"&P7&3Z
M[\'/KM.O_&>'^7KX8[XMCGK"7^(]I)X]^%[BW3
MK90X!XR'W#G2["#7B!WW_O:0UO@R2]*\4A^O.@B!S+BSA3I-QC.5 )RG9Z?F
M]!3_[5LV&M^_?XL8'^*,D$>WOK -T_PHQE':'T^^" S9, T0Y)OZN!;::\W\
M)?GC8U+5GTGCUW6)L;R&D8,,T.N@=D %5T'-!$!? [714GT5O"NR5%Z/54H9
MWF-HE&[]@H0,Q/J5NDP^?DN-.G(8$XY;:Z4=+J;Z?%/#>:ZWL@$1H(%-5)W8
M5DSS!M_7-B_(=/3$I
M3#D@E=K#6D BNN"%@.1*3(8'>Q.+TB)*?!#'6W:[^BM+$A2/8M?E=D6GT?,BR?7O80NIX9["5BB_^PJV
M@!3D 6RI'L(GHUMJQ,@C>/9ZAOH1A  _%S7.E(-\1 $SL 5*#@?SX-?!!_"D
M[=,]6D&7BE^U\9R/\
M.2EOB[)*U_B7/*V37\K;)+_".7Y.,M*>U![-V,*;I@V$ ,UERQ:2S5
ML2+*BPX1XT8-^P&<)?L#E8PQH7/RW\*@E"8.];G<3SDV]Y<7>9O(=?;X_(\G
MU1RL)@G.)WKU]B\X^_X;^\2N@$;MHO[E'
MEZSX/8\<4X&>28I4
MD1^=$>IK2@U[-FFE,VJI(SBC]-S9D6T*Z4$F?142@_F
M.Q$9U%0GUT7H73\??T*<'GR:L]&H/=OWW\'=&H3"B;-;A^DNO-+;.SQ/<#3GFB^
ML4\W=$V,F+5RG7Z= "$_LW%%IK*B<$=VP!4NR4Q0+&[)1EO#8=N)I%=0#H2V
M2^^FQ.*QENX!F ZP=5V+]L(/S('] !-'T3M&&,MO%CC(B,)AF0&UB9U& F)Q
M4"9:NLRG[^3#$3QFF@UQY'(::7'Y&X#/ZM/+_"/)MTGY\B7-\0 #_:>MKS&3
M%(7'L0&M\#LF8F+Q/N:Z&@[61B"B(G9BHU9J-'YI4? 0V&V=U&(=\!-S53^%
M#(A8O5YZ";N-Z!R#(J6<*-R4.6!]<*00$HN+,M74,H+@]:E
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MK&!K-ZSWQ"-9*&NW@1F;5UH,Z!YY)K"/[?[P5/KULB!KR(NBQ9?BB35KD6KD22[ \U0^.Z1[L@8/P&A$$:UG6/3#.7L&5OJ1-":U_UV"\%8N
M5K&UY?%O02Q6I,+D\_**F:H"YXL:7TPZ*JW(DZ+NIRZX?$QR\K655B&D C@K
MD2O;'8-,26!..&1Z3/>S6TI ;W5WB%
MTR>ZW7STTO_]YD7Y=.$\D3 O'OGHAN$327/D!7]3:;ZRDZ'>$\;QJN)8<>6;
MBF)2F&&I4GLXW$1TP8>17 G]\ !]2-%-+4M
M2Q)['J[_M:UJ.D85ZPT5 \R\IH
MJ"T; R#C/1D% \"FBU:;Z09BSX,:)L2X@%<3,[&\*8VP.*\KCG!6/'].RM]Q
M?8Z3"I,0B&B22M?+ACSAUQ7&0-IUA98!9%UAJ-5DR# ^Q!D1XT0#5IAUQ3YB
M4:XK7 $Q>Z8O'3(!;ZR1A9L!3W!)%CMU^D2PT:-/.E2OTNIWQ1)#S0(S_YG 
M&$Y_*OK@LY]>F\(TD"1;E3I*&)ZKQ)-]+4C+$,J:4>S"*406ZG10&2S@;^42:
M/R^JZB(7[1^KS[ ->6%LQ@K8T':,&(/;D(56D_%'>1%E1AA8,L@A9 ,+$.OB;F92AY*UT12MX.ZAIJ,E>'CSKN
M/F@)]UC>?_K*<@D8HL.^^^;=^_]ATC?+O S*"I)2A!_3^X?Z_^"RH/]O!/0T
MO:/H+ H=+]E8>,^\?->U;GJYED!\]M)P)C;VX9N_OWTK,[(#M!Y8V;L/_*G+
MH(XY>(?P0LK,2;,F$6V/_V'AK9NV8RNW'-OP.A$,KP4"Z>>"@:;HS3"?X!73
M00!:^Q+BHJT!!-G+=UX7:8A)W WW75OX>Q,E
M2[8&\*3)\IW7/72R7%,PSY\LC6=B;C]^\^,'35S?%J#GUO93V(=1@G<(:Z?Q
MZ/SOO5\W<.G=6P4"A]ZV#_F.2FP#[&0ZP!;8H2&=:#F-'6[*-&.KGS%F_HZ#
M*O=SR<8 =F@6[[INAV:QEF!V:!:&,]V0H)DSKI$H:QJU;0L?60'+NOU/3_K=
MVPG=G=]K(WK>9^_^SIZX6:!7JZ
M6.=-SU*]-P5\LKH0'M%1F#3:XL$6::")M-Y_!WV&&JI7AB>JW2.(I@Z==EC7
MN-B? R>IQS7,*HMQ%B[![)BHE]:GR2K-TOI%D<*&!TW&%6AVK N6/C2P1^6\
MW.L:E6C'D'I#I'FV0^U&)]"KJT!H87?&H_O$[L]1EO@I+;:5
M#I'4^=@* 'C$T@EB][ZE%3?,TY<.*DX?;6R$H#F!^**>YI7!5#^V&0W6T'ML
M5V24Y_>?BV+]4FDW7Z?$D/ML,M6G.VV[E$![;6(U9)M6G/H ,?J_5.![LG1>
M+/,DFV)1;E[IV6#&D"FAFS @2M5EJ)WA>HAE3
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M?G1T]#G-M_)7,FT%1+&!; !1L8NLX(YE*UFKHO%6Y(ZI$5G1["]Y4",!34\P+.?/8Y?_Y&M(*DZT(B$M,;C#[:TQV_$ 7F5R4
M%-Q[X6(0DX,&@A"1A :B$)4%=9OI]6'57&F*"G"XF?BB)A$!47N#2TU=%2$E
MS,RK4'HXXPK(@L^T4ATF8X=1HI84>&+UKK;S%'J1XY^W^;K$:UKI[>5SDN;7
M=8EQ+9TQM1SA)TA#$.U\J"$'F?Z,=)J,CGC.[V%"3*$2TRB#D"%.
M!Q0>1J:G.K3SIZR[D11E??9(9L@TR6CA:A(,T@*G5[A.TDQN-R9< *9D#J:S
M+CT+C,&9ZC4=+H03M:SH^V\_(,X$9)"><+"2\72EPDH+AT"D-EU/L*Z+;?U@
M\I$"GA"RFL.LT+#Z2'!*!W0&*%-X=.BW2Q3^E$^L@>!]'%;SF=?'!C["LU/Y
MO$CD3^^XWW'!?_R1Y&F.J7CYU181%<"-%KFRW466*0G,_169'M,K'RVE^@LO
M.H_$J:WZ4HIOE<4E\0*'E[.Z5ZAXEJ**3/,;&$'
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MBJ8VDY_A\DD5IVBYH)Y3- (S?E!1R0+PI**!/H)'%0=K5 [$J=NN#WF&2AO%RTO!AO$[M-HR7T8&$\6IEII^_)T<-/4P4'[O>RB!^
M0>7=#P/2^H5GG.ML3DH)< "@5KK;^A>3P6SZJW29[C'3!^>:BP"@]A:YVNK-
M_<5T]V=MEP])A55OIVLY(K ^,0BI%8[)X[!&D4Y&0X0Q+O_:M[%]Q@[$SF(7
M1./9AE7/CVLY8K%AZ
MZ_JYJ'%VGJVD!JPF#V^])NJWIJNB!;%;O4*3T?&_K]'X,AWC.D#GY\4L'>3!4J+[B,/R,#O($]TT5QLY>,8_,IQ
MA&H;WROVJ_N,65%M8SN_AYCW%/8T^B70S*;_D,1] AJ,D885N&UXZ4CW!1Z-
M.\]2[7ZHD Q@*:=0MUN_"6A@%FU21:9+ A;^GYT!;X!:*YS&L/6Y0#=[LJ>S
M/*W)',86=X:V)6*!MC,Y#+'-3>DCL#^94MI!U'1@'5V
M+C?I(_Z5M$K?4=K0P2M_2EI.&MYAZ-1N78.,#L0)J)69WO4@Y*BA1PT#C%5'
MK[C23)?4?L;#2.G*U/ 4M!!/'6D4[]\TDA "/5ZDU$;PD VAC\/Z]D!US=-"
M2^H?\LV^]MTTHM 961E7BGT'&3'42WTJU<>/](DH =[GDZLA>)IO0(P8-?@V
MQ!2 X068"2O]%L
MZ?HAJ=&F+.C:M4)W1%2^HJ=^]$T_^A :DTS^73R1,9_>/]3L-\F:-$H+EI%?
M/V%4;3<;FEIV5Y2H8*^H5?B>E]UEH
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M#0E@!NI4Q>$0W7VHY5^?83BO 1D43)
M-O39^35(C"/40?P-&1E,S!*7ELH8Q)NJ7>M7;/97HN;NAJ@)CL..L=X_P\
MS9^+8GWXA/.M?"JRE@"0^>0&LDN(LF.'R9-RT7&:Q_-\[]^]^V"*R<--LYN'M*Q?Z,/KQ[0B9KZMKZ@;NRH2\8+)
MFAOR[IDQN.DE-"TK\&TT0_V4%[JX#$2%H%8*8F(0E0-]56WO(1K>77/%^>Z[
M#U:8G+U%X\-HV=S/Z9KHH LU= SA?8(9A-8-J*E!+-]$I>D#ILT42;E0PP8:
M$NP7"J7].D$A4[L-"A\WR0OB6VB;S$$8+!/,64%OE1O!$MPM5_)!WS W4$Y]
M0YL*X".L$P%J[Z\!F^D-=!> [[Y_NPO)_^Q-$#B\BFQ*&6$;\ #
M,(>; NFF<1T#S$QNIM5T&B1\G34P3K8] J%^Z]T!R0\?
MWBYLH#/_,#;4\,':
MZ3[!T%FJ/18REUJ \+$1_DQ&UT^1F6YS.\![]_ZM%1[WXW7R.SP,^NEV
MO+DSL&,'.%AW@->=JEOPPARI6RLX/62F(G:6H^S,*!HW\:I JH_1YR/][HL7VI,J4"6%3)E!TN(71*HY8)8#V$ 34FAUP QJJL+[ UU?F>DL?L<
MC///Q9:,A31_2O&SRI61F>UH.V&TC TO4D(-O#9D/D/$N20SVN6\XC#=W
MS,%\]S:0V=[@LDS/DUQQ"5-(!F2@$G5'5KE# V>*0D4DXY;1(DH,:',Q*JPW
M+C.MOS/1>$;<^61@2D(JB&A3JFP?:$Y(@&),B1Z"*.T)WHHB55<33YKJ_&%1
M$[IY+HZ+QT=,L)V41"?YA"0A!+G\KU!Y<,=?0 5UE5^JBO :>TN-&#G8I?QX
ME=9=KS?7_+VIWAXR!\G?S&Q-SP*9*ZB&,4T2%-,#9P>JE%(FS]&_QV"?>PC%
M,/_/"L^[M^\"6K#Q;*EG@"WPO'N[
M_!Q,%+*=@_4L()&OU1RLHX>*AETPA%%SF[X'D?8 [N5;-9L48W
M!YO"F%IP1'.PF5+*81_+'+R'4 PMV&X5'& .)B[EXU>\VM)7C[3!LY@2)&96
M*3T(E45D4!&R7!=A--F1 T?#,:NMBWPM=']GK/F**&PM[R64\IP51:%
MI>XE&/-]7IM9\VV >7.TA65MRQ'-I<9 A)N]_W]Y5[L8,,QGZ3T
MYR)HK;RV3[84IF+U&Q8A<4*C@6(XI$0__:&!^< 0W579P !9X$7<[4K<*BB3
M0%9W5W57&]1R7-A_FB,UIN4!D<$SOE%:[F%+[H-!><#[.GU(U[]D=SD=
M\Y4+IA1AJWAJG\.N84#A,BI]B.?)AH)?%&@\B9>7$/0V\^S]
M#2@N6NR;N#B$;Y)<"QMURAWA3IE]1].K3,1A7]:56*2R\*K3Y_)F@$**Q1-'Y2/9'5V>-W$T^+1F/YG.%U'T
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M%) (0Y:LRU=T^?G-B%>OP)]N>8&) ='9A@U/$J[JA _YD%Q@%#]L+C@1#XPKB(3SUF7*OC]IU]^&NV>,-H]
M@GUV_"R\1K_T2PL\11[/;9)+/NHMM;J\\.?TXY=T\TNR^:I>6>@WY5Q4*,&N
M7D_HLZ-=2A@&X[^[K[0?.0?R_8.VD:M7#4; G^/8&^ON>OD#E%W0LG_5*:#W
MH@N8430G8JF]>;=?UH;BK.,6]18'_J('N9VV9UK>I>O;['NZP>>WDAN[IYE,
MQ]_6S.]CH+.9!$SO!W;PMC*O'1REB"YG4;R*1FI%\<7:Y[*OP9OFP7'^^VV;KJ_QG
M]^%R$>!#6%NC1 ZK;,V!L][&4-57L*5?J8*CYZAT):W!!\A%7I-NU?L1KLO5)#=A2%RF!J'\#1?%38CR8<.;:%_99ZO7EWO_1S
M:>[]]PS57,64KKD:[(#F#G86-/<$C/[ZIR8T%PW;G4PSH[DS_M+/ICF7$8-5
M5S7FZZX./:2\HZ4)[3V%HW\(,QOJBP=>IH/M*/"?95_'I_M]4:,L@=Y-T68
MA' ;_>,TQU?\TVRW^R]:O\LT@W/V?WJ_0AV80W\*..
MS(DO0JD^_Y6\R--@'9HXB=RYCTK_T>$![$GQ(&F!4^0&W";Y$!K-Z0Q7K^[^
M3?2Z59\Y\XK5,/SZM:IU6_)5JB% XA6C^X_$Q(6IUAF UZ+"-*85E7;6KRR?
M(T2)4W$@37IQ@8K6O*EP]"=>3#,MR710+/2),1&5SRDEU6*"2+>O,>NP7X0Z 
M&U+GW_\E6-VJZR&])R11)H"M)(I\9*S\4QN)-K!3F(V=/S@J9
MQJWE@B+ 3W'HY^K^\"K9K-//R[3,#0,5&L&+WO=!(A-H^N!SL=#Q(8S+VSM@
M;[[/\5OH[A!!H=[:H5=",7T=.GHQ;8;/W]8WZ;.]80*H#QA/.J]>@#J_]")&PWA/8+7!M"._JEMZNEP*H3C$DU%$QY04M>
M[23J,R[&$2,*' )XO5(2PV#6@PXKFX8\W>
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MYBQI64:M2*PCZ.JF%4Z'D$'
M?=BB5H#):MCUE7?%5>=.76T.F1,J\UABBQ<3B$2;'8WODDWR.5LKFQGK5I1]
MC"&PE2V,3TU8NQ?].+P[ '>FU%V+%N%J>Q5!S%,(<;O4+:(BOQTI(:LJR6?$
M2[.BGV>17>3KR2YD/1D*XIYUJRK74A@0E=^,,+T4X!ZFDQX;SO0Q"*0^M^.&HY]V*Z;A/\<-RM1QK<"]!Z?"MG5K!T,9KJ847!P6O2
M%'-#"M;N[Q*^%=+U:>?A<:3!O4ZMQ[=R;@6+UZP!/F94'+YT376PI&3U'C#A
MJR%=QG8N)A4UDR]GZ_7=M,O8OK_-[N^2]S\0*E=.X@\OZ[.Z;8.I0HCS$3
M4""Z2E@1GV$IN ! 8Y17/LY\I'DFK)N$G2;4)[,I+?@49YO:36&"3S 3X>@R9*J-9C)Q?">S^9@:3=HOBL2GV(HJ+9='PB/,
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M6[)^%,.+YD!)Z  4*ID=P9J5XE$A>1,G>R4G7M
M^,U(1W05_?AL>(=NL9==:HE5X'4I>2UXI33%2%Y3&B%
M=.S]%@5IMHJ,PE6+YQCF1:<2*C9/ZQKRFY'. B@J\MGPS@%@+[G<4,\6DEG 
M^OY_#/5EMU.[LGM5DJ-]6*;??\[N5^E#LI$.<,L.C,H$0N%8HY"L2=4*'9*G
M#%!V1]M[C0YNK K&@$@H58T&3%Q/MP@6+99BRUW7[AC- DZ,91I*Y;AHTSQ(
M2S@,EF=]M#QTB[_9JM5]EVL(81-.BSHRT4PV#\RR]G/RH=B%4"^\C5Y6,$_ 6.O4U)H+QP6-Z#XS>CE 6"<"N%
M@9H-JS00 .+-M^^NLB;NP3$+6"L1H*@G&.8V.]H0-?G-*#O:5#7Y;%@[VM#7
M[#:(\=5D%K"VHPU%/>U83:]718^([.O7-&QF'+W1FBL$\F&.Z6.5!$:4%+5M9355K C)CG1%_[+C?(
M5YIQV$ N$\4^'?>BM**)!*RV@#5+<2+X4]5Y38G*$_"$/N.R]X@1"=K'#V@Q
MAL3T9<=Z+*\,<[=E&1!8Q)0A.AGXC-:\D3G  G\/WN+O$PH3SSZ'4)QE!PETIW*L/KY0]L
MG L94D[F ..&UDX==>6AN0F7'8>BM9&/N+KI7V=KV_V0M1FVA-*6!KX"MU[) IJYPMX_$6
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M0]QZG=R%#ZS@KIS>YS&TJLW0$3]:=W0@N&\_EX1RF?(HA4VG40.IF[O,U7+B7,XYPFNUXE=[?'GUPO?X0WCK1](JDO
M4?M?PDD+H^:/XW4[:HLYT&?HR=3=Y?/V0JW.Z[-1\?23G[K.KKQF2O\/?Q]Z
MKZ:S_U(NIY-]E!M/+^0PY%XR%(5=O&*M;T:X8"T'Q7]BU
MSX&3+QDS"UJ]9@Q&?H'B/M,97>7R]+ M^YRN=(5ZR-# 65W@3O(GQUZ9=ZG;
MAQYQ9E?'7SVUVUEJ/UT=-YG+ZA-L*2<)9>"5JGHJ@:B^
M 4#7S@Y&X9],.U>?6^5O4W3T$ZTY:3,%?#53%C"E)<=$/-Z4D?,PH<2!P%<3
M7'$<)O,^1L/*=CIU- S9LCM9R*.AW]! -PMH2#G9ALD=#:U#C^AJH>.O;AWM
M5'W50X^( H/V+!4J!$Z5&# FJE%$%/JL3X_.TF4Y# Z /N.(3!>=:[0X,NE0
M_9Y\_'*7K=6D:-B:=!Y8!G]R*-AORCL9+.$)G+0M/NJ=#SE=.@C\^GGA*!(7
M"Q!\NU/#)SM(BRTCR5*^I1=S(YTG!NF<'"Y6?'@GC2%@_O.[3_A/JJ(>2V99- @G6%P\>#!'Y2& 1TJC. -7&P71M]OBN%N$8V)4/4A;%'42
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MKKB=W:_2AV03UK5B3SA?A! XG#"2C#EGC'1$]6,ZQ2=^7H'C5NT1*D><6'<^(51.KW^2/(@W0>FP0K)AO@WJ@&
ME%XL^E'U,2V7_RE"V* ?,]4-$*JGN04G&V;$/EQ&E>15C;#8MPIFQ H6H:*IZP93)L/$<>,(1I#'9VDN[)LS8FM?U7LES(2 H?)![\>()#7O:_G@TI8-](UX,8KQ,)EC
M25YU(17F05R>VO:#P0S!4/DH)?NFI!8$?1_/V#13.N)/U3Q.T*-^W9D=!U"$
MLH*J)\$L1H=GP!*-&8VI+J8]50ZK-^+$[OLQ.#^(H>.[[#5 R(5Y+X!,HWXI@-^>?". !,I[BT3N,'(>H\+%Q"4 41RJ
M-P#TS@7L_]_I2VFS$>#ZRV-NE?Y[D_\STB8 GQUE T 8<*7X7S=B%?Y#2+R5
M\YWQJ+"F%?RM0M8*_3#N"8BZS< (Z2I@1QD"=5UYC5B#'?RRW>A@0%>&(6M#
M&(Q[VK6N7,T$$E;(D%,>U*7EMZ*5!>$W7E35#*C+-&BU# @CGW0]&ONA:8-?+'Y"^ G:4UFS,J TX[#U,AN,_47G641P1 O8
M$;*(R&CF->)D$2/"ZGL;XYAAR'(6,0+W9-SY$+:"9XMA4\(@IL ^C&(!.\XP
M)H*I#P@K*U-&\\#EH2P._:2'DEBZ G.+85-&84R&?:R-^>U(Y3$)C*?1G*J&_AX&%!B .!KV=KRN!7S
M_>URLWW\<+O?^RBDS< %QZCPKW4>EO
M8D?S$%F!>YOCJ4UGXP@N;;8W_YQLOJ2;JSP>W8O;FWUVE.W-8<"5[H*F/'Z)<&OO6PV
M9$!CQF'K_9%@[+.NE59<;W-<6S%[X['C9&Z"@*M9FYH1+6,30.)-
M>3R.G/&HM.9E:HQ"5C,T*.[%& +=L@#X1[+9YBM.90@3;%DE0 'X:0W08T@L
M @;1A(II.P?J8#8 Z$ A$,<_F:#8VUUWEX-6QC2_&>FJNP#OM,-03#',;->WR,*^RS;=LD_]C^AVQB!-%:2"5BNX4
M#Y8*(5C>3WR?\SNXLF^&'28;3;_-*$W&XR@J9ZA7U!%>9_?;6Z!BH7@R:Q80
MJ7K50G0CURT ;&*.W_=9%4]@ERX&2@RL7C1A-PU$ 9E5FR'^]3JG\VVSO,,&
M=\&<,JRK\"L#>M"6-90K@+S#WM''P.@]# +:@!W+8A+'H94Z Q?+!X@$K3G:
M5,!7I1DPI2E3Q./_KOSG713G[>AS.!3T
M70:1/&;]J-3UHSK\0_H]3'Y33ILU"7:UT9K/CM9J+0S&W[?L^!&0;U\R#5QM
MN1:!?@Y#;],5"M1L
M;V_2U4J]]KIN14G/A,!6TC)/35CI&#\.;QZC,"5?;&T1KI9N 3%/(,3MEG* 
MB@)VI*6;IB2O$6^I!K[JTY/7B'?,'GS593]-NJ0,
M0]:/TX.X+SL>HG)FNWTS?R[7J3OC[^X94XY00%Z_L/G"_4@>!7IZUQ)!;C<6]Z+$Y.QHDRX$)5IDC#(T^O/5NC BCY0R^/
MXEJ2ZU"HH,J-X;-8="S?Z^4/?#25C"EU/7 L#5NRJGMQ0=Q5RLP,I,- K]7Z
MXBA<=#V*'A&A@ZCJP10D-(0JYF1IQD3IZA=N9/P<'!%0L#%L+KH>/-^NT_>W
MV?U=LKXYGM/*?_@J6Z_3C]OEQ_L=S#\_2 7\V&=0ROO-B%:*_W$/8&T-:(+2
M6XG?/VA4/6'H_H?*P_8?YI\?:'L+.'Q''1/6=B>=O^27NF;-: A1?)CQI2=$*>,!)V8H<.#9DLGY.T\)M]-PX#$:(36E8"032YR3Q?
M$NQY="/Y5\FWY399O?WT:?DQ?9=LON3__S%=A4O$FD/_(LWA\DZS%13WF
M25G9K^(O9D+ 4*FA : !OXOY>-Z[_O.?
M-I-_W=&*^D.49/$_]3*D?3^T"'VX_\6B\@=$K('N07:Y["]ZEWUYY4$SY7M]
MK8A?(";KW^-H* 0$T46(97?MAL5 ,#AZ#<(!SO%B/NDR1^@PU7B[7DP5(^X
MM:,Y=]W584:-(\75*N>Q2:ZV;Q_2S2K+OORUO/F<_A:,#8I]_]$ (K#7OVA,
M43R J/9I['Q&5]O1WFM4N(U^(^T .#,+HG![>Q_G5FRT9.UI-DZT!E6+?29)
M_3/I^(N/E&USW1I4;@?OI+ETOR6;K?NN[JZV5^N;+/\7Y9FXYD"0+D3A(%W1
MFB-= %+],SDXN<]^Y\:<1@^+A:S;/JCL_OPF_[?SO^=_R__P=W*7_L__ 5!+
M P04    " "MB5A(FZ\SR3?7   5G@\ %    &-L:2TR,#$U,3(S,5]P&UL[+U9<^,XMB[Z?B/N?]"I\W"J([JJ/.;0T7U/>,Q4M6UYV\ZJL\]+!TQ"
M$BHI4L7!MNK77X"#1$H ")"  $&.';O+:0,@UK<^S&OXY_]^FP6#%Q@G* K_
M]#"[B*$G&*(:#TY\//_Y\
M^//1R>"GG\KVSD&"2T7A(&_XZ.?#Y5\NRK:C\!^#HU^.CG\Y.CC\,#CZQ\G)
M/PX.!_>WRX*WN*]CU%HR0.'W9_RU 98W3/[UPS1-Y__XY9?7U]>?WY[CX._5 5_*$K^XRU!C=*OQU79PU_^S^W-HS>%,_ 3"I,4A-ZJ%FF&5N_P
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M ,GT.HA>%2JBUF3?[E^BQ NB)(OA*)Z $/V5*QA/%GC50/A3]S%,\$3S$($^#)C5I^
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MPCZX=YG6F\*_8Q4!L%50@Z>M2TZGKSP82B;93F0EW >0]P!
M*8DZM[^EHV+^WR[SD%"K6Q+BB>Q]E)]ZJU9UGGT[]YS=U/;/P9V%D/W ]L_$
MG463_8"N\W$/@M&:T7U6[HXWMSF]Y^;NTP^GL>V=H3MW7[3A[9^G.XLD^P$C
MQ\I>@T3R&ULY8G862*!-/*I-4/ZS L7*?D"G:,/9'&]2"D. \#Z.
M\+:>;$V^PL#' PD#[FL1N,MGM6IX/B>'X<*HX^H-;[G)IT=C3$F\TNK1N>0G
M=8I?W:#A.3.+O2G>.-WC#$:#_$6; 9OHB2YCJ/9:OAI$5WZH]N_7%,POKM_:OOB+E7"
M*:,?":E>& 2)O':#&X16(0[PY20B3;8&P?Q\- KP\?MQ'Q1;(%E0[
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MEQB?;?WR"F43,D-%UJ^T)#M!VEA:6Z!)V 59U.CW34#._G-:)X?%?-CPY9A;/^\$5A6
M]^OYW\Y>0>R3X7\/X]R@- ];!,CE#DJ3IR3.0X@5I;8+H-*.&H&Z.J3F?ZF?
M3PD?KJ/X$A]=O3128K.VG6X9@;$RD,"*SQ6^7;3:OVYF=EN>86L333[/;&=V
M:_^\85A^AV@RQ9/'V0L^KDS@69)DLWG?JTQ-'3$,%76FW3)*_#Y8,>\4;A;$
M7\$CLV96."O@P^!\.V!UZ8]%P%VB(".O^O9 U]8CX\/2BT+RDE9V+>]Y0NSM
MAV&N==Q7W*A'HB60*\RH7J"4K5EDZV-:FP!;]J!3L.7H^)TM"[J,D>(J,3XHZU)?=U_A 'TL\M)\Z3IE$;A]^E@"/*^Y:]]@/$M42?_41*>O:PZ^
MI1 /+W_Y6Y22SQP<''P^&/PTJ!JJ_X@;'12M#NK-YIW'W0\BK_&%W)LQBEO(
M@7_Q'UZOSY[Q&1;/854S 7B&0=Z.8+5?I/I7PIPG*4B@]_,D>OG%AXCD9S@A
M/Y#.G_QT<%BF*/B?^%?_*3[^ ">(?#-,[\ ,KG675>P_'XY//Q]^.CX].3H]
M.3@Y.OCPL=;C.B'.XF;O0>Q5W\ _;G"DF66A+/'+/(^:_Y,W1<%2\6.\VLG@
M678BDA0JBO%IYE\_'/XPR!+F-EO0S^57$^X68I>ZG_>>7VT"E/JXL 3"B*:/Q]YS71+DVIBF.#0^(>QBC",OF7>''BC(U&N9U7C;A4
MI8I.#*BHD.8"=S,F^UT?OOT;+IC+REJYG5>1N%2EBDX-J.@BBXGIJ$_&%56LGV*JJI5U3%EMDI7J^FQN#U%,T:L[40PN
M56.\XCNO-&GAJA/K@3'%_0Z#X-]A]!H^0I!$(?2'29+!F*DY1GE'5"+U#*.Z*9-HDHO)NXERDDZFLU**XC">F&4I215K9_G06$M6YQ*CFA.6L1*
ME:S[BW_^LO[FT/LE0B3MK- [Q.$!>8=8-H=_KK#(GZS1KZ2J-L<94QJ.5BO=')G1
MSE+/^"Y(*Y#J*'T&P
M;D_0JZW=YXYZ\9DOWRHFJ!,S$Q0)]$L"D.#_D-7\!=)&4;3^PT6ZP$?"DQ0)!M+HU!.EKF]!+8 T^?]TUW\A1P5!O
MHXQU.NREBTW5M@NKR-J!-;\;NFBX02'QF\^SFS"'^:J(ZS1HE=7>)_''U@']
MN#_#N4U4SIOXSIHN55&,JPPKI9<%AI-$F2K^P;JZ$:CJ.F4Z8\!YA#>\OZM.
M+ZN4._@W<0;K*4,D6-*U.=>9HQ071>_T&R8=TI,2TSRV/ R34(9G_@NQ_R8@
MD@DW#\$\)QOI]1.C5%U7^=(?A+XO["QR&)J?JGB'\@N60$U76=07 D7O[!L<
M.C5^A]%^3=$$Y./1P<<#ISC1)JJJIW*;+K$XN5Y8EA7L&JX31%9T14_;]'.2
MJ8/R!HC#T LR8A%_3_S1L6[3-$;/64KFU:>('J.WU;E,Y4=;=_YONH$.0>
M('S8O !SE!*IZ+<[]-+N,4)&4,YU_\[:ECZ0B,NT$XC0%JWW:8B4[5Z!6P- 'DJ'@!R\&/C$W][#PBIZB8W"*)7 C1)8A]ES^DX"S9=DU@7NT*5
MK9L'.@>0["ZNEF< PZ\_>$2.XAQ+/W__J!)%MS\(L6HZPY2NLBHZ%056\*.(
M87R6I5.\1OVU6@'8O%BOX2(?A&34D#I,H4K9X;I%JKBKU#8A59T=:G<>V]WS
M+7_9R$O%
MK!N4+2IH/J0*R*+!$L=(;)7J>OT&@H2D(VZ@E/^RA(.A>/$&K*.$D)XWZ=%3
M8LT&/(;N)XL OP\0S9XSS.CV.,?-HJYP0U@V >=<0R:>7V"(^1T0@VLB>!3S
MQS^KN"L:E9)/('ZU(:WFP:16T5-;YG1J85Q!_QXL7GP'-
M0JYH7D J57?J-FD\)_QRUU+L5W@C?ZVH*]H7EDV7ZZJAK=G&5,<.D48KZHKZ
MA673&MW9D$$LB;4_&I>"MQSEJ66;2'W&2!WMS'E>7""K E^M"/L$WJ[>YC!,
M6-,VK:AU&A-7 V_PM@AH;TJH;VD57P/CP#H;-PLYI4(!T>P]%"^W#7GG2<:;
M@H/,@,2L\DZI5$Y*169Y_F&GR" AHHXP5-080'D7B$#5ZO$(
MXQ?D;0Q;;EDGM"0OH8LGX9*C).R5/T,A(M"EZ 7R=UF$?F7E4W4(IHY^0YNX>E8P0O 9,=W^BY=KC5/#
M"59TE5-1<*:-$?_1##'R8.K#V1R@.+=0F8)XPMS:TPL[10<)$;5&73(6D$3H
MC.?TT4[F1$<-5+2S0=K67@ANV#E^*26=XH"H?*H2$5GE<'<7A5%3_G(HM <.
MX->SCB(2-^G=A+/*^+CRTN(?^=9*6:>S;HK85*B(G'T-UEIRY1H:W_5TL 2_
M9?B+T*_"JS.YT5K38;YTD]W>7!3K$M61$B1 O:+Y5:*UQI0P%\EAMA*XQ
MR(5K[BU,IY%?2]7*M>IOJ>LP?;I*W]<&;[G\I+:PZ M (4%B%%ZB9%XZ!HW&
MW/QUW#H-W X/,&[';K!&7FI%KQ:6I39L$5,9D7O%E:M
M4 2#A(  ,0Q7;P32#"73PAN1DW"KM9[3K)&77.O[B)J'+R9 R]@U8AN87FTY
M1QOU:&C-=&'%1KE(WI!A7%9NN K#5^GYF'/,-0"7JM@1GT5Y#E
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M%;_Z'"3(:[DUY];99:W+"\;VO3!_U*6]*6'):1'M[P+J^:&B]A39D@D=%66:9@P1PE0FMVB47O_4^]'>NXTH4 '?= 
MK3AHW049BE0@N4Y+8S _[#IKI$2M>*,H'J>AQ&&C\<44A!.2AJ>96[@E>=BQ8/(PDCNL_,)@
M& [*;YA-%KN9'E@\6RR[+B;)R<'GSZO8JUVV1CAJ%!;1*JW6
MDE/>0K+<,#2Y4[0DK8E.98E(ZDB/PS/=1T?-[@/QA> 'F")\WN#3@UG&2
M$O(2:[@8,).G(@4HA'YU[N7R@E[824)(B*K!^MT>@T$N'WA5G&2%M,".N#ZN
M0789S?#@8-T7TLHZR09Q236$XS=Z.+C!4^,0_]AZ(E@6M)< G8X!?+FLRD2U
M>815&+U!3>/VDH.O9QI!M.&AZ#PRSSV;L8#Q9D@U0T&;1>^([;\%[LX;F5O?
MOF<."RG0V05NEY7>(I.BT+RR=LAB:5H5POD5A
MWH%JS;N$7@Q! DNSC6*1)-8:K$7R:['*,KBCJGEW^*85D;X'G!:.&C*468>L
MB J#=W0Y8+1_.@(OR3DU1K+TY"Q'V^X/4 ?SN8T'TG)VNZR
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MDD,V/:/B&JD$+8N)ZTD!,>_-6>V7'&+KEL"I6*SK><$0BUEAXE8WGX_9K)1&=L;=(>3BC&HJ$=[FS!M-K-KAEV[3"N->%04ZYN.K##K
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M13XVK(5<^O6;FH>C+@5)*%AT++^CH!D"BE1YIUR/\4"SP'+J?
MG.J D(:@ <;=?9K#ZAJ% $,?3BZB)"V3"GI1%C)-F$6KOS-.$6:*(A;8LK_[
M'7\=CL;CU8Q.LO!6+S\$$@;QVBN^4ZXW6LHR[VWZ,QMZVAVE4QC3MQ(7>"&8
M0-9$UU[QG6^]T>KK,*36OI65:2^JX&G&-"]>'V]A.B7>=97%."/9GEP;[]12
M"9R6%'[&[:CI""R=V4=QPY>8,=D+K![.WG9&=  0)4@=,C"/!&F;U^"]1X
M9V%WF'J[.(GXC)OR="*C;CB; Q3G5CG<\P:]\#NU.B&DUYO(T)RU'L&CAFGI
ME=7RLB_>P#OME*'&=CI2L#G;[-NW\!D% ?0?,%08)XA>B!DL;0,F7-C[*M[")W-9/-?@./.*A[1[L"!@$"L3SXOQ(?<&
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MP"JE/1EBO[[07A!EFW"?/;X2KC!%&$\'MALYK[O.J%A&XG";N>
M#"D@]W[*V1^"]<1$64J8'7@[7$9*Z/MVR&G(.N+9]W8HBQXO2+SIM\/:H>9;
MF!#;(F*W%D*R?< _(A:QVBM:1R1%VN2?#"6PT!6HSM"SX ..Q(J$<6@I\P@H=[1:S6B/N,48A+
MWUE@.I&5BSY1ENO;C[3.J$@.:'-@MVT[<4@:AOUZ9J,@W/O58W_8U1,3)Y_9
M<@>>,'_&)M$K7T! QE^1[G?]W9M!-9DF]H=LO5%1%J^,2C=#\5[HJ)QA'<3Q
M L.=YU*7XME:W7TGF @<[/!C73*:/J8@W@SM?K07_/J, 3UZY]<:'#Q'8349
M8:\B82P+A!E%"7#'B"0C+V/48B7.0(+PSO:\U_4-#PXR-_U-L>X,8'>>LD9VZC?1/9$6H]6Z7V+2"H]VUY5P""5=+?%EL<16T;21K1
MI^LKU3]ADISC;G[7@1#E,];-5TKIU4@WL0WDM&22W<)4]H@F(1HC#X1I&:L+
MS^#W&"*O=H1LF<6.-F>Q6K.#5;N#9<,F BQOB->6VY93P4AJ-YZJVJ8/L.N
MK;"2_!3KS;/&34MI:P:*&,*KU ]R$BD:%?5;^"V,B5H: 1*@V5NN^="O.XN)
MCI23S9%2^P+^>=#\QB#_R&#Y%6O2_9#\@0T 6A9 Z5;LR6PDL;$6;\":0=]3
MS>V9B9S?]J[EF_L21?XK"@*,7)&<+H\&4PN9V3)%G&Y.$=47!N4G_CZH/I*?
MZO//#(KO_'U OF0LWV'>A[;S.:VDD93OE>*(%4+Y%DB2&>&#W!P@OZE \4F@
M;[/630TUGY]"L&7L?J0LV[7V!K4&
M32QU5-&*'.#S* '!ESC*YFW#6;H5(ZMZHR\MJ0S5HW)W2D1&/%UX')
M;LX=CS!$4;QTZ,FC80G.')\H5]YY:X-E.ZM>PT\DN9E(3BN/F^.J]6 
M6C8]*-H>+!O?CT&FH^/M!V-JZ1T@&^5?*E(*O<<
MH(G,/OGP8'-4+K_P]T'^C4'YD=KE5OT[QGF^0P.T@C9?*TI8Q0>L8.T='L!]
M)-S-Q?5J-@^B!83G,(1CE)X<'/[[/@#%QK_L]@-,49R;K%Q$LSD,DT)WDQC"
M1J+REI%.,4BK/CXHOS[ G__Q^]\&>0_RX;Z\ZEYU8E#OQ:#6#1.FGW5 PAI2
MPK.#5 M&/(MP[XJ^Y5/O?80[L^QDJ3>)3?(?\JOI3/,_5O&1AD2_%7
MW6V[?.-7,3%3T'K4-AUPZU@WYD745!_D\M+MZJD SX8SM#016$8%$+?T/*08
MC=4:S0=ILUDSRSU+2ID%7Z8-(PXM(EUL&]ERC30'PQ$>#*?&EW=Y53=<6?K+
MOZN3P1,,09B2G.#"HY]B"%>T,BB;,3 ,BB^W#.?U0B;&:]&'T?@&)DD4BP_1
MUGK6C4JZ2NK#KIM,NSK2;O$?+_#?2+*Q='$1Q?.H>%Y[3+&H91",P@Y/<"!2
MS,W(1WXB7QD4GQG4OC.H?^A_#5)E*TF&X6/VG" ?@5A\UTTQ,6LV/UBV
M3ZS1&U\P$:*$*GI;,/:62D8NXLM@155O)"[AVVM:-[+%U-:XB.\HY6[>A#W"
M"3DH/$"\K))C@N#@I=B8E2T-5DV96,+6Q&E;A9G%C:R_:[V16'G;:UHW,MM4
MU5AM.\JWJ^OL PR(S]4]B-.%O!?D(<6.JVQQD#?9PQE2E?3PY/CXP%N*>WE$9VV[A%JP;V9W4M#GH^T*PFPOR182'=)A 
M_[\R+#B,@\4R?L,P'$?Q3"(2RR'%\&S9_F#Y@<'R"X/Z)PR,FTV9+T$*6F8%
M?J4ZV8ZQ4HW-"5Q]MDT'8I6MFPDZJ&9S'N@A^RY- 8_>%/I9 ,E-UU5"0K4T
MG5_//*_([D@"I>/O8"#$9X*CPMBM^D:^(<##O?A.P_&;O';5/C5H?,O(4EK!
MP<9 ^ 6L6V--GAZ:W%;(=+]]B]&I->LF&85*I6U"U(&T2[.18"RE_+]B%_S$
MSN!(,J+2X,?B W][#ZW4+<;['.+-,[%I3#%]R3WUG,SR!:BM]G*"U9M?HFQX?:8"KJ:)89.\GCFU'-"RK'1]4]A9,]W7@HH-
ML9+""2).F+D[0_4G[BY N/Z.DD2-G'T3U?6>^E5YJ\9XP4O1"Q3<$+ K[#@=
M) 7KFW3.$OT_X,-1F)%POM$DS+,VBM&@M=Z.LZ&;?!JRQRG8)9P%0?1*TOZ2
MPW"4/:?C+"C1**G>OF>0;F-']:].UMZ)X"R9(8:A%\W@$W@3FQA8Q7>4#YW$
M4I:8S;#JKT <8GQ(DK \<:88 UIJ[3@1NDBG+'.:XGL"1#(TA7X9R&V9U[(*
M;B%PDI1K84=5KTI256G.E%\C#),D(^N=X/T!K_@.JUA:+%5IQ0SV3E(
M2$#F5>2*T;R,7X$7/XPR/AGEL5>XEP<=6MI1RJB6N&)3WTM&Q8M$'H&$2!;#
M*0E+\@*+K5#[-"%8=OW"D!OP5O'L4J;OC+.DN8\607;^2O(.O-K#V6B]&
M%MEF=IPW2L2M**3^ M.< >03.9Z)^64='QP='$L;0!8?V#<#2'KD[=)Z?32^
M2E(T(V:XWQ(XSH(;\JQ2A6_CQN*6:V%'!ZTJ27?37IF2#5!FC!YOCE%*!LF.
MX]*F5)*J8H:4.85S/%C']D:A)M<^'AU\/K ]RZ2$()Q!4Z5S/S;YU+(4X1P$
MY#[J<0HAL5P]\WU4=+46,?!\(958X^P-)0P*;.?CUE!+@C"LUR C6 FP]\C8
MR4Y.K5G'+X-4H1XNE8&J;>_1:ZDN?47PONLQ"OS_AB!^
MBBXQ]K=P]@QCRG+-KV =G51JL+D?[0"$<0HHWB'A'2TOXT6DY
M$Y2+Z1MC1&G+XU-IH_47](<^>6H9HRH%X9GW9X8P"YOQPO'?LAGT"^-ZMK;[S-(!@")O/CJ#
M#DU/?%)[@0[[4/')<6L]V7V:VP:>%B]'RDV*UAO%FD/G,/Q&XDDF48!\9:V@\"XX<\.DVRV0S$B]&8F-^ =(I <11?NR0!V=5H]Q5, *',@AAQ;BK+X*2TQ-:C_E'/6V
MB9.B79#J2:X7!&M;1,[LQKHK?LOJDEWRT(N@UX
M#NSJS0<,/<#BN0:ED)@/;00T.%_<@C^B^"( "<\&0*(%ZS36CK\ [28:5
M7*VO\)*M6$>*OOJ58HPP(G8>J9?/-<_1"XFE>@Z#Z/46Q-]AD:YO)6["?$V7
M;F.7&".LW^9F40TFQCFC9EHJD_25D S#^P!X=.,,@1J.DZO13&*N.>
M!E@6&/(-6,<-J?V)(GDY3#"\/5F=H&O"2)ID,&M:HWM%:N2]'LJ!H-6DPI#5
M-&?2/9N1;%1_Y:J^>B/.V5"(8WV:=)]\RM'1:J8A;>BC>H*[BPIQ,#8D@A0>
MLEF:8-CR1_YET+G[*$$K7QCQ2;!7ZTUM?,+:.'2,JSJ!TO!HL*+MAZU_5CJ(O8#S0VK:FU FC-ZS]J4+ _$L;KF;\M!(U+5M-'K6A_7HE?+
M&+8*MF3-9-%%Q2S;U3ZR[Z;W)=VN3&KH?]P<^O56!ZMFC4X!#'>9RH*TLKAK
MF0VD6U'Z\*O;.+!H$2;%=_*_DV&!2194:5?(P)K- 8KS@27QC&QYWZV;SSKR
M=?-1>A>!W\W)]!&&>,/V#1]S//PO'^\Q)8U,/U$"3N1M#I:-#O)6S S21/\D<'FP.]>5W
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M/2-/WNF#].T:/ '0D6HX ;94L
M<"H SS""=D?/L Y<50+)U(#G&+W
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M'R%F,F.I0];:V1--6V;]@#?S)#"#=#9
M7M.Z"44I"5@NX#)@V)L[M');R'T61N%*K$N8>#'*._J$.T&FDM)%DQT'M%MC
MUM&GJY8W^:(0$ $*&FH!5UG"C2HALW#J#.#D7WKP/X5HG 
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M]]2RUE! Z60O+BKG]M[P5+\AP^\HG3[ H,A@-T7SI^B*9(=91,5%A$Q-RU@E[8?FIT4.\F:22$-\X-^6/>#F7]7U;;,)R3&&Y(.E5.!K<>T>3PLL=EF4J K_L,)D&-['T02K
M//D21PEK"\JIX1Z9N@J] P8EM^"-9":ZA[A=_VR,/W6!12J#.MV"/Z*X+O0R
MWOT4I%C\/Z"7)F=YQ,4$85&+$/H!3&GWCYJ^Y![;M@V67=8R5)8^X;\E)+X^
MV216[_AYDLWK*"9O"GE*O:S$IXC ?PO3*<9NJ08*)54TZR;_M"&C(?J!\?/]
MV8Q$Z?VK&0DOG%Q$R8;%A4@5]QC566H-X12,[[6^X!-L0J(RPV047KT1/#.4
M3,D &XU)JG$&95KKN
M"M/(55J_((A>R7!BT$>@IKL$ZBJ\HC@)P3I[3A5='6!N(A"<^7]DQ0$!#Q0,
M%/7L3R_JGLJEI;4LW(&Z<+)E3MH\IUTRRM(D!:&_>0X7J>(>33I+O0OA#0JA
M[ @SWF7(,T]O3TL[258W$9A.CT+
M_?^&@/68+=%"$]83#.O'':>0*A#TQD8P=*:A@7()O0"0HUYG;C%:V"]NR8!0
M<4O/Y:XJGZCE@KL4%\NTFITO$8DZ])SEIB=53E[FVB7;D'OD48Q%Q2&GKGQI
M^%0H7(!D>@^0W[XM9E9UCU2]I:]H9,GEK_!45 E'!,,_>S!/ EEH$.,XBO&F
M$<2+8>A%,]%92:I-][BD#Y:*9'H\0%6>Q:0D?X!I%H>C<6D^]135L]NKX1SW
M$^\4[(Q2Q4A++IU5,;($X,NF<7S_!M_9)HA)Q2U+HO:JBJI'-J9>"OTNZ[
MU9CT7Z(Q[@D,/7@.TU<(P]R6G-A;371
M.\7H?=IQ!JF'HR*34Q?K&.!LEN5^"RQP"" 8G='X";RQS#OD6G&/;2J!J'BF
M^9+=7 R8JR1%,P+1MP2.L^ &0Y.,QH5M@VQ8F"/IL##+KP^*SP_R[Y/TZ44/
M]C=:C*)H!,M S%4,O?N T"#TB:%W[D0EENB<7]V:.40NW(P2,>W-8_X P@DO
MU,SR[]:IKY="**46SC[\95;+^."M8
MH7A![@J!0& @V^C0&@U.H*9U=.BJ/PDFM$COR'I1I5C$DE<_#F?S.'J!! -Z
MRCFINKM#G1:%;U*GN_PNQOVXSN(0D=#&&(YK]%8$O>;1AUW!8LRT"!FM81H*/&)%3?(KS6I68[
MSPHR8Y\[#T"-G)EMLO=X73--H<$2+J8E^JR\GG<7WP:ML-J%?>]V\)+9?
M'LK5< D3+T;SPL&]FK5XCP!]VK2&'7UU3K.84HW+;O.*I/M="C:G'5L
M4L^!;CP3!LOXK0@]*?8+C(,H^OZ _ D\P[#GCO1)$8TLBI.;FPMVFFS1NCM)
M'F'%-DVI^H%B)TGN09R@^1R$"R87UHOLD\J%9-=P7:% LU<^2J*0J=7ZG_=)
MHZUR:PCF:>:*.\%G[:1^:.1L1QFEK2.&NHVFC,3V)L:@24%^C"'_]:NUGG6:
ME]&7F+;;Y;5SR29!B:?1-/*^P_ >AF&R"%Y B !SJN=7V E-M^NJ./U+\+;SOL >'23-'HA)Y4J**:=V['&X6&U9(F=P-;+.ZE>>8F-;]7H\W.&
M^YU<0)(DG3TG;Q1R4J>"8FJ(:6[$#+',=GT3@3 9A:LM:NVVBKR="]T0=VO,
M.A:IV[$K!$1'KB+-%"+'W4JN5N,VR5:L(XU"54OP2 (<.S>+MUF0HGD K\$,
M!0N!30:_0E/RCT>'!P>6TD)"<\WUJ0, QE6O^O%I);70>V6SN'4/52.LQP%E9&:>L4KFZ9E9&8
MDX7.\*)+D8)[LF*6MT_3$OH1TJ[[QZHUH;GS.K7L+I! ZAPE+J4C%*#-BCED)\*WUPDM/F$>0\
M?]B2$FJU/QB-SWP?%3T<$OM#O)6H,*&8PHA5=(I8/<7FW,O9PH9AZ./N>P*;
M[Y;2SNE=5E;FX=L>95<[OQ4@P_#W*?*FF[S^'2RGQ\LL)N&J(>X,;5KHWZAS
MU-$$2;),I4+"FZIA
MF*1QE@?L! E*'K$XP!^%OX$XW[<]8*@/&=MGT>I.L4B)\-4%HU.)M?+$*K4T
M'V0_#Y)I+4;3;R#(\, CMFP( Y"K_ MZ@2&+87V:=))UR@&IF*@G*MT'2^ZG
MJF,J3+[$FQFZ1*LU ?R, 3S:?49U$KIB3=\[[1<8/T>\&6S+T0R'LSE <8['
M*%QA^A4&Y,KB6P+]SC$.CX5B'-8Z,!B%@U47!J0/ [PY(=F1_/?PAZ;#'QH<
M_5L(?[@VS.U[@7@D(I!A\@5&DQC,\5$/!#QK-E9Y:[3:5U<4K4O);&_NJD";]'&*F^?KJ4T1-&PE*3	KH-V3P]5?2XN)KYB=1^(!7-':$ G9A^W0K
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MBA4=1%4TM[<:;FW9D!DE\R@!P9F%M%88K"#/JC>6D+R
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MDD9/?P6QW^)FT"ACE>:ZZH.R
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M)I??\&X+A1/.+$96AK*GG,G_D89:S0HBCU36SLW53_A
MO\&K/\G*%889B6F;I" ("'^9TW1K'5OU*3P!=Y/03@WC@\XL"O-3ZU,,?(Y;
M(*/DSFM31B[C)R^Z^3K]V)H?20E5_QN"."E,MYG:E6YCY_6N1N*^QJ.6;*FJ
M.PO.GJI>Q!KEJ]U4M8HHX MJ:%FAW!K?"S-<:1R,YU]^DU
M>II&60)"/-N@.(4P'(;D%113-U^+B&3L/99X;6NUS%'9VG:KI[#&"6#24]^D
MQM5.SGSY!"RT=\Y+WX;1RD>=H27W!V,_+WUK%,OIVZ9JV^5Q1;F]O/1W5+FM
M\MAY]N6O+S<,]WN)FM;H5LUJVE=RIC>-"EWFMVGD2/X( A"ONZG1BNR0=OBX
MKFE(1$RM'O=JW)I*.:(P2T88G#C-0MPZ-P%A6Q6W-2XGMM9,W]+;90D&G,V(
M>XVP]HOB>Z5YCL@:KARWHW5RK9I,H\#O, %0ZNX5'T3EU^K&OA5R2,X-:_7V
MDQ3MLX6>?-6FG-[;[#199IHD$$BZ6*513/+\=D]3$(YR7)(ON(DT&8;4\$_;
M_KR#7+8"0LT1 3[NV*#(_Z=\/2U08Z7'5/F)IF:.L68^[#VY16'B!"GH/#.W
M)GLNS-))[^#ZQ,@KZJ">I<75&BY .JB$C U).V=KC@OLF(G*&G>439H!TAJ.
MP%!0D\Z04?<)O#2]&K[D((VWC9;>E.:& K;ER#RW@_>\L2U^FZ,R]F'KR45%
M^ZX36!M&>O.?F_1_OX\QW#S>Y05<)PY;2%X.<[6[]LY3<'GTJ-FS/\%XIG)#
M1_^"@Z38%DH5J_2\!A@^6RSO-U=#ZRE&DXF,!7N?K[SSLA=2%3?U/$;8PDWB
M-$+\#L""9F6BM/TFRB<8Y8_O?!3!J&*BGE>0)1.W'*!ME8[C/HN]*48G'Y)G
M04Y_7$(V--NI4&BVZK,D+EOUX4'^Y<'JTTZ$9%.T.UZJZ3Q+\+!(DC/OSPPE
M*._;^:+V+UI MZ[-6#59B$5X4RJJO2'?*$)Q[/H9I:U1KU*E;7)!1OS=4CGY
M,89\CZW6>M;10$9?8MINE]>XW3G#SL6/7F!\'P"/[O]!+[03&FW7R;K]BI"8
MQA6I*. Z"E$*\]3I0ZRK<(+P?%=$D#Y?W((_HO@B !A0]J0OT8)U?-&T$/2%
M1"!8EJ'%@2/92JY6YU[)5JRC35_]2C%&&!%'9J0;B ]I23EM8S38BY) C5VB
MCK"B-^DCBX C5#E[QBOU+8B_P[1 @$L31ND]H8B,],;]YU3%#:Y2&^ ]W9GG
M9;,LP/_P+R&6PT/EO5/BQ2@7<#2N$FOQ7-?[M&D=U33M?]2#)! CSI3/O("L
M9+"NA.1NC;HV9QVUU'.@&\^$P3*^)M+-6D&0*
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MA!/RLN;BW<,=W,81#7_%)3)O$R)5<;[43+JZC=._)7":1PDQ@I#S4OX@[Z5)\(P:9M ?8>B+9-<\[^8M?;TY[#[@8?=Y5YRB32*T6XZU/7VI#;+"
M!ET+O6 S41-@BN$G$\TNV!:P1T9?8MINE]>XC0MU01Z]P#B(HN\/R)_  
M.#FNN>5W0L_MFFJ>\^4E-J[IO?!CLH!>=BU"ZK&UUR'<2O"8,
MEO&YDKXJAK!*J'P=9?'7+/1Q3Z[1.%W@/]W"% L6!2@%X66,7MB>%YW:V4E2
M"2M\;7%5!I"=1'HBF;A]."6$P5IQ"&8FJFE-PW58M"H,'R2<74_1J5RQ&>FRX"CKH9)?=)
MW3(0:# A4C&Z\?;B''K?8
UFM%]DG!0K*K,JE1/9 Q; O,T/:)FU5TGS0M
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M92BGW)9[^VX-[1./%")4D4R%Q*
MOM:,/!U;VT/B,JFRR5N5H-II5?=ON$C2*(3W^*0_C@(4,9=^1DGK"*129\VE
M708!X]JNSU$)]'Z>1"^_^!"1Z>F$_$"H<%*;E?"O_G,#)WA?A$&B.AY02EBG
M?#N6/5&DF-9:^E5=](RZHJS_V1HEB\+:5$2K*,:'*G=BSKO/^P"3EA#67:N.=E$Q2JL/3KJCF&FZ4^8A7(_D>JY(H
ML2TNOXJFWWG=RFMM,-L5$ET-W;_@8^5-E.!]30$;*N(PK&8"NDX8#._8VCNI
M6TFM$EE%'H\O,'Z.*$Q6$VR:*L]*7+)@W1 F5;-1R3:$_8Z&/WJFTHI(X9EKCAZNY
M*!R&N'7,+=EOIEF\_MC-*O9.$RY-A"'C>:,:#GQXB\*\ [DL,$E'KR'F
MXA3-[V%,8F6#"3Q?W$4A@0HK"7]_4A1A'" [M_?.M=8CI%IL5;G&LDZ1V]WC
M5^\\J\>=WU$Z?80A[DZ%5X^MF$CS[PQ6LC_K#+4.1UY3AXA[$*=DY):;U6'M
MT7(8_CY%WAH@PX1<^/<@>+">45@J_#&=GXXV.>R63$$\
MV4@XQR_\SM36[84$<#H\YU_
M[<]^'5'D.2L;/EVM3>QL"]9ZJ7>JM%L^"""FPPNYQQQ%WP["YW08)FF<$6"O
M2 :VA+QJ0_P=ZFZ.5[Z!PND!1N'XG3>US9@T=CIHPG(,$)8]8'."/
MPM] G.?C)/=9A\RE3JSZ.QD%UKL>4%;=5:;E#?< C!@O^ZY 36OF
M%?G,N5VELS?K;6-ZO A DJ Q\@KTV7%W6FHU,3C$&)R873FZZHVRN>T@N8#V
M#5U ?6L8X^ZA8D>;F9;IQF5?T \XCF=Y#EI48K:IUBY=7!4VF+
MH%K'OJ%[W'+2"R=7;W,8)LS[C(UR3E)!3,J^CMF?"QZ$<$+BI-IR]56/UTKN
M=V81AO"O_)_,2WQF#2?9(2MO7[?H%I[8$&J3?\%7&1J5HTED8RK5H)LL4PM'
M7V=E.R>KY42]NNQL6[A6)9VDC:B<&M*<&I^25!OVN<()"5'[^NFV3!/2ON!:
MHQH4=F$,?G#K.$D3>8G[^MDNV9)N,.6S&:;@,U_K4M(HXR03VB54Y-+*>O;?
MSN/I&GMW(K9
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MFPNF0KGEW=.MO+@:XIRK4'.4P-@P5,4_@U*G)4<'7=6LE!A7>364.X
M;R.N;>"/**Z.3KD)+6?;3R]L'264;N@E9!9(A&LJ$-^&$-Q-.JNX=9J64(Z(
M9CE2&M^1*;*0&8^1!ZM\15S/ %K1'2  1X<4\QA1&1U1?^7ZOS01*_,_GB^:
MWA-XYF3EJ.W3E'7T4;I2*$.$L[4P[!.R+@A59/[CA$P3UO%%F8HWV=,;%Y>G
MJ,5=E-['B+B2G\,08I00_I&[?$FW8QW9>C-"<(J2!L41ICV <,)[Y%C^W3IF
MJ'UHYXK),0PV_6A.^LV= FHEK%,A'W6&EMP?D[6"MW;EULNXH-Q6>5Q,Z,H,R52SUGG"G1 RDNO6F'7<47LKJ0X3CH^'
MZ5M+EI#D?K^2BTC)O\R4:\4ZWBA4M02/),"Q*_@%]3&,; 0OZF])E,':(S;BD@2Z6N4PJ #:VKU
M]IHB;3AHB+:@E0^7\ 4&T9R<4C%2?T O[3*G,%O9:Z[(H:(A<;I6YMR D(2/
M]V#0A3$;M?>:*6)H:$AVKI4A77CQS@8^!EHSC/>Z4DZ@]_,D>OG%AXC< YZ0
M'PA;3FK7?_A7_[F!$XP=RP:)4L(Z+BBY[A45E#GH]6N*8_*S_F=K="0*:U,1
MK:(X\DQWG^-V$EC%[8.AT+JZ5=HQP)'1G@%U&>!"[/
MJI)O2[D3.J.T]13@Z'&3!#)".L*"UFGQIB6POW@#UG%EJ^$=6G HZ;29'L\$
M*1KQ[L[&8Q0@?,A,'K/G!/D(Q @F9TD2>?EOU\-_,7C2J\W=HPY?VYOT40^/
MUA=T4U$W,S(?T[-R,'C'J^(^K:2EU_I";L@>_"R&@ +!@L$85G'WV2(EN;)L
M!9LQ?0T%B:\&R[<0D5E8F#"M]=QG3C<(!-P9I:<,ZB-#0>Q;] ;];PE+G>R"
MS%>/\2D43BY '/\%^;J(M.$^Q3KC0;G%=STC6Q-- $N
M[)>N>;K4\YHMG9N&NO.@\748/F;S>12GHS&YIASFEXX$H6N XM] D.$:96;Z
M+,6[J)#8IE(V*\K:=I=*^F%B7MS9P\%;$.(UETAW T%"DH.M+,O.0G^43F'\
M".,7Y,'D&F[N,3+C76;Z=NXAF,U1 
M2YFH>K7G+KGT0%,13*4?E/$I[CZ./ C]A*SWN34)RU9RO9R[[)$3N6*%4[EG
MF9X %R".%WBLE,?.<550.O@)LR'W>:4(DXIX_;/;;KYM&LILNV[:=A>%7A83
M!0D:_*TJN$\C2=DKNJCTK#(^3]6GZ&&29"#T,,"/$ -!\T?C,]U'1PVH?>.9A_.)5@MO:;EJLHKO4Z(E!Q0T]M\QJHD\\
M35%,O%#3Q?J#+X4/[,)-^3\>'1X=.,0!2;DK:[R^=\2L]-D?#:TM&  B_068
MHY1(0U])FJ7<)8:,P!4C]%P+&]J*O/@56#__\I0X2[MSWXM?KORU[MH'3#'C??_) @'[VHEG!N%5^
M^X:M.\>/_3&;D=#CQ*J06:9,=_]#0XGP+86AO]J(I"@E_3LY.#DX'OPT6/4$
M_Z/6&?SSH/FI0?ZM0?6QP8]EEP:C,;_DWP8_ECW[VP_6V+2U9FH7LFSCM&*E
M U/NQ-/5>8GB 63!;-)1O5+N2FS)!;*E&[*@&N(A.8./Y,*'R' . G+T>IQ"
M2)[E5WONU020G"^*^1,$7^(HF^,)R0LR?C
M38U\PAHYM'QE8Q-IDY4&,11@M:'=D91\K6F6.[9F'>\,4H5BU:$05...Q?P,
MOU&=9@@\P29+?8A6'$4'PO&R6!02#2XCE()'WL%2UO;C0
MF;97F]912]/ZH@H:@93DQA@TA/4/2P,]$XE2($
MO\(^$:(#$EJ#IJHA!%ZIL1QX5Y>"L)4,[,+[1 1)%+0F"%5# F*0,)QA01 (
M[O#/4Y(XC,D"3NE]HH$L#,93>F['KG;SMS"_B>2'-SP=Z9
ML$M;QX(.*EK;@$@*:]?[+%7;*U%N<=>\Z&M4)%[GZ;RUCGN:[R:RUF.(.OV_
M1A'NR!@L8)I"40+P*[G)@ XR:SV$J*' ?9P1X>K;ZLGU^@"']N?< UX
MSM.[4#WW&-!=;*TI%90N!P\("_D*@N]?!!8 2F'WM"XI*R>O@2VJO@IFX(_H
M6_P,P@<80BS4*J4=3^M"]=PC0'>QM>9%4,.%BWB1I"#X&N$>GF$PJW 0!*;8$#=L3  H5\7L8J2=7///1^V57./#IVE
MMBS!0-O%<7DKGE-=\-Z86L5-!DA+K#>XOZ*30Y)F(%[4]\(DTRCWLJ"UCGOZ
M[R:R9<'WZ<.?G((Q@M_/TJ^ W(-%X9 []GGEW5.\O+AZ8^LK.B.2.)A117\D'%K\#_"$,6)C*7P!W:::)
MV2'&[&3'Z:$,A5V()O\ _7,0?K^(XGD4$U?& /P%N/,$MX)[;.@@KZIH\EJS
M"+S"X 7^%L/\*D-L>FBMTT3C%*-A.*UH;^UW$UEO\'@U!#B_NWIC$):B#6>OO[[PCOV\XDT,/F ,#&<3ZJU_:6DKC9MS1N('$X9A
MV!Y'>%G(086*R5BI4>5EG4(U/A&[1+PTM:JR6=!==0K(6:G4LFLY/,/<>I.+
M+$Y1@B<7SCK,*.F@4B4$K;1JV7U;?C:\0I,I"8U_AT(H=JX2J>:>OCM+72G?
MY@NYRD8@=V1^R#,4M5V^LHJ[IWEI:2N-VWR1EEL W",8YT^#Y3,".RX,N[1[
M^I85MG*NLOG^[#$%LS'NZ..,=VRBE&I*_/'H\-BZ)%>RZA44LE*K98[1HW0*
MXT8^+[9?#*.H>SJ5DK12K"5W8?7X"0GT?IY$+[_X$)'0"2?D!T*!DUK$!/RK
M_]S "0BNPA11@PQ22EBG]ZG]]FFSM%7J:U4&X\))4"SCJE03=.8^Q[#TE^!&^J64W%5]
MRXID/+8[=]CF@O/"^=,+[JKR)"72$/?!2*I+^)P.PR2-,[(UX(02VRS8A.43
MAL6E6,F"\G(AT#*GR *@(4R9IGDE"Q;U&1.^8 %E9Q1N&XX3I(/P&N*6:=[&XJDQG?:E
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M-TD@(Z1Q%M!CH*Y)L&FI,=8T@\[JE()
M^8R;UJ@Y)[7>'-R@$ Y3.&/=CX@W8!U-E-Z:],2!_:)I@A7E$6%,(NPGP_ !
M@N J#^)6N4HSR-!:;_+JNQ0IDZF&7=98"\V#K\I7I8XE&5/@Q]%$-/X'*FI703@0\8 <,1
MU)4J7E9P'0Y-J@\3V)C_##\/$6I7JJJ41_Q,5SN5N?$@1K[0=C9 &H**$G(9ZA
MJ]^[*(7)/5B0?1;KS;)6I G,QZ/#$]L#QDL_3[9)6]% I2%9#QJT7GW5K_=6
M<^)Y%,?1*YX#+\ <>(@Z4W1HQ5U^J 2DHI!*4S;C,PD>,X5-2%0NLN=9@K%-
M$IA\B:.$=3W?5LU=1O5"H**0KOM8-2?@-0_WJUZBF>$NQF :; )DV"]EFY:/RF]?,_=&,Y>  J(2-=17 I(X.+O =Q2DP:
M\ D)I>3M>>-A^A&&:&4W-TR^PH!ZWZ7U@V[SQP!V%1/U7+DJNHX7A&73IN)W
ME*Y!T8.Q(LTW,3[$&-L>04X'/SLC5;%1S_VO*O-(5<1[YQC5M%(]G?1<'!^:
MN00Z\SQR:5$9>YR%/OY-C$?D#0+/Y-83XW.1Q41I^&]W4>@5_V!<"G5MSET6
M:D&F\L!5>KG,\/C8O A64I'GRAC\()
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M>"SP'X97( [Q1C*YB9*$/%XQ6[B$*4#!TG2@H DD1EH^7&H[12GI_'-SP4X6P"YM'0LZ
MJ*AYU)<55FM 6ND7$?H#VU*46]PU+_H:!7Z^A>7HO+6.>YKO)K+6,+/J]/\:
M1;@C8[" :0I%"<"OY"8#.LBL(0>,:@K#S]A.N <]Y>A>JYQX#NHNM(76-IN7@ 6$A7T'P_8O  D I
M[)[6)675D-M&M:JO@AGX(_H6/X/P 880"[6*)\[3NE ]]PC076Q%\4UU1=00,53'BR5D7@_;]+/T*R&U7% ZYPYU7
MWCU=RXNK-ZJGHI,@<72-@OL >##/F1YX[*,?JZQ[RI83557L3<4#&M/T&1],
M\?&%3$J@/DOQQK5(-?_$\\$#%>8RM_^=6G&
M/7(H0T%O&$Y%.W_HGX/P^T44SZ.8Q, /P%^ NQ'@5G"/#1WDU1MH4XW>GUYA
M\ )_BV%^J!6;'EKKN*?];B+S0F#:0H#SNZO'E3S#X9"I=D9)]Y0M(ZC>P)AJ
M5/P5!4&"]SE1-ID^O49?L]#'W7I$;R*68.*5W2-"3]GU1K94PXU_SR?WHQ"6
MH@UGK[^^\$Z#O.+NZ5]:6ATA*U4H&2Z2- KA/0Q#MFHW"C5%_(!%-)P JK]"
MQ634$6-2H1J?B%$:7II:5=DLZ*XZ!>34$0A2S?1[ZTTNLCA%"9Y<..LPHZ2#
M2I40E!?XT:2%!3D;7J')-(]DA$(H=JX2J>:>OCM+K3?6HMJG];LH3J65F\\0S4:S]^"[Q&,\Q>C\G:9J7!.:??T+2NL9?$&Z>I.P6R,
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MF&B(O[(K*V-19Q27N9M=3&[3]@[*;M;*GY,=57]\OUZP)T][M
M@N@%AADK=GN/%M^GNW8X%-V[]5F"U1TWJE<5#&B^'U9UWEAOUR5BZ06E[UW<
MYX)>(9R0:=TLO2XA[C0QN"-Z#?VS612GZ*_\GXJ(QOG".^7DX>E[)V<3^:J$
MLU=O+*8@G,/D21?XK"H)J+U$\M&#A5X8W0C7D#J:G!X?K!]/J
M*X/R,W\?5!\:X"\-\D\-BF_]?8#[AP^G90_)(52BMN$C:0VSEF,GM:2"15!(
MG[2D7G*5K9M(.,A7RU9/Z>Q-W%6E-K^+B-,*R:6(92JGO7"RRJMXOEC]_(0[
MQ4G*!-=9OL$,;!N&&6&HI4::=7
MPEV!6OXH&6G("DWAQZ&]P%T0;C[ 5X5:[3>45&B
MFG9_]3_S_LQ0X8GQ  -RZ781)2E_!\"MLR/4D-H-R OL"#OPSAJE\ :]0!\O
MF""<(#QW%M/H^>(6_!'%%P%($L[*(=&"-%(MI*K-5NT
M9"O6D$65?J48(XR(\7F(>C+)YU/\[;/GZ 7B(74.@^CU%L3?87H#00)7XK(]
MZ*7;V"7&".NW>:A1@XF=G!&:D&\8;O7R#5C#%J6+D2(<.*^\AM>BI7!D?T8X
MCS=]7V+V5%3G2[TM2K)4MQ?PQS($3(LE%^?\@B)OH.Y+1O
ML)^F='HA=S4M(:\&CT[5ZCWSO&R6Y4?UNC%<.%?<9(BU]R1I:
M5&+#H[Y=U7NE64%%'O8.1*SQ*%R9LN6[JE'X $%PE>>Z.,>'M^01=Q3X([SX
M_ 9B1'99E674 RY".1?W:NK>RZ!6E&VKYL9TZ]Z/ZPHE7J
M2N-Z;DY/#*TIE3]TL8R< @ACCY+_F!#L0;<)=*BK"H"*8RO9AQ@EW"
M.0DFS-VV-,JX3Y-V<2LFJ RFM^TPV4+0+6/Y5/Z(C2ML6;_(HQY^D8UX/
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M][6\U[7^&W[L7W6OUB"6F'68A30JT4CZVE%M635]>0<
M!,3'^7$*87I#OHW5?+Y8%;C IWW291)O\'Q1RG8)$S0)\[(\8P-]'[1N)E5 
MK\;:O%WD!-ZR#:W"-%P?4/*=8^7 J]*4_A!+?V)X!=ZNHFFV(
M:^3 JV(=5Z15Q=.VH+QV/DC?H.>(9!0=A>S@OAME+-:GH#*:K\MB MJMP*?7
MJ%6!RS*N*I OH'%S +X"R7UHNPI7I9Q58HN(QI_JN6HD]XJM6EP5O((JLK86W;O*56
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MJ*81-$5 +D!5+N!1EP= V
MK[AKBI:65=%:KES'%6-O0.C?8_A@T#:8UTJZIED9,8U;D:E*NA!Y$/K)-<;Q
M$9! *"MB?X6!/\9G]>56AK$D2;7A$F?4 :#H4I36%?].\ITK(1164]+G[2(F7R]H>UESKBNX.2'^9Y8F[7=GG0=7I_)>K
M;@_R?@]^+'K^M_=MYQ9%7?4%*S/(R$:,VG5^Y'?YAER-B//]2N-;CG%!1!0TLJ9$.THR% =N]DT\T\<%QF^" VN9^"!(ZR]![&
M*/+O8#H:/X$WF8UOST\Y2M7MX*0AB;."NS2J;+7SZRB\>B,;E@PE4W(+0,QU
MGMP280;-.H/@*J4T>8)Q3@YK "AX\V@5L?67"292BATY*6V_$6F6L;O
M Y 'P"9VYW/.I*:B:1=IJ V7BI-][[K-3X&K(;ERC*BP./.\;);E%E7U=U2F
M:XAT2RYR3A4,%<7Z7H]OW?+P$88HBK^%"?&7@_Y=E,*NSB2?-IU)BM8'R^8'
M>?L6^9+ YW35X=;P^+3".1T./IY\^/CQT\FGP\-/GXPY_S^GJ\!;O"CVE)+V
MC6UQL&F'+S$![8T2_Y@])_#/#/?^ZH6(@+_'B6;)*&VE4D7TLJE1&0GMC>=.
MD8(;>I)9WCK-RNA'2+L<.1TQA%T3FAM>DEIV%TC 46,K#3A2.D*!YGS(S0"R
M7M ZY7>?VP6%LS>J<%. 58YT(66R4JJ?8*D_VJ12B?E<2D+C8YEJ1))'O[^/
M4%CFB+Z'L8=EH1V7+C/X*P@S$"^>7J.G:90E(/3O<$T(0V8(>J7M6\Z<%@(T
M34GT V,GX4@JRESL*S29IO\7QA'Y?R'IK]&8B%P#X1&]<=FG[V,N47'+*#D2
MJZ8)^$UK)&QJ: 8WSI*;B6\"8K.GVP@4[UL+Q"]*E7<)HNK8(J
M"I2BC!YTT_OF9JN, W-%7HR2W-^89I$A7M$1!O046&ODZE,-/%A*5;BEM:I_
MK;RS6A>14VNL:6EEZU@3SD&"DD6C0T5CDK,(L[QA1Y.3D>/%M7*MOW1)E&0&+>MLB:9VR$15RK;MFC
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MWW$=$@#)'LVU/X9)0V;N$JCGB<^$OLVOSG%;"9>[F) VA.(@5;^-)N4
MN6^8-&PYFU\%/ZB(0P6GH_9N#;Z%-L6A@B.-#_TN<
M96)I9V_7=0HU_WR'$ CXBUB7<3.KM=.?$7$]UTW2LQ6
M=*M$0T2\UHCITC'PA-X"[PV/FM?X'VY\Y\Q<#[]'RSQ^%[MY_#;QS^6C1MFS
M1L7#K$KJ9Z87(/J?+.H<\H*DF>7K@C_%@K\P_YV+A4K+V00W8/K)\5]Y(=+E
MW\%Q)6\AU/IK)K9:Q@=Q&>XP'8ZDAMSX <4;2W8+@:.XZI J:"##R3=B@Q046FY\W.^F#5X$JWPC@],&WW*84="/(7IS@R1J,I*I"[D&;-&$
M JN-1Q_K2;_HK/%?F'<0RS1AE:J4
M 0 K5%2X[[G]6#O^G'2G@HIIWY!5NE$,@X;9Z48]AW"Z)0R/FUU2>,,)YA"H
M:968NMJM-1VJM+_4?!!@S^70T6RM^5*EIS@2(U%30*! +>MTT-9FK?&@^J8C
M:01;=@8Y_\T=VH[]D:I;!^=L?'AZ8)\@Q"W7&CFJKV^X[']64&U@=>QMJ.X-3CC@*A7;TN&OW
MI1WDSU+' )H_AL$:A?%G<2B]0Q@P8E1(4R%//6XC@%M/!0H3E$H
M%1=1JV>5TKI970BGJY>9E:["4'(<&A@W[IL[1_[\"7]TH3NC;53(5A^,D(2-
M+_34U6$-6$\"FK%>%USNNWJE@:6^,9+1X!Q#>MA_S70ROM"3'C]UV9,836QP
MO23GYN[]"5Z*."1;T*,3QCY^X:6[?JZE2WQ*_RQY5=S%[E5Q0@D0LM<:W?NC
MZ1*-RI<;5=[N?T:5IL@+CO(W_,J9 "IG H">1'G.A*T. MX)?&5'/@&P)\?)
M+J>")O:%S(Y'/@$0*DA($Y,4,M445F;S;9^18$
M\\^HL7_?+@Q.!VKZ>"$SX1[M)_%X(7Z576.X7WQ3-7!D2Y"URW0K:XU_^=3]
MDN]!OF*9A \HBJ9XS9-9$:GP
M"]NFC1;6&C_JKU@,8QDQC 1-8.NKJZ^N7Y"EX1\ ^!4
MT871QE6E+!#&):*F?Z&:+3"7;*Q7!^T"@S:V03W=[+=D";IM? N]#%@JHBKI
M^]ITV^Y'KU7/LEUM8&H1,A_F K8.PJ:#;%S*BE6T5 @= ;!DE4M; SZH2U((
M0"U=5[GRUC)["?.AKM5/1BBXM5JA%]3RJ=FE5])T3*%
M%5P/*.?E=;!:N>FYN#O4?#.Z1 M6BJJK_9JOL][/_8'?@C!^Q19&#X'C1X_.
M)_F6+OWY),83L\F+Y[YFIRO;W2-X>+![CV#YQ/\U2I\YRA\ZPD\=I8\=59[[
M=:6@XH&'%QA/*0GNRQU1G?\=(1F__$:O/USCEQ"VC'Y@7!U7.$*_^K_
M/:!7Q[OU8WK<.Z4$2&Y$$-]P)6J5 $>=MK1$.DQK)OOUG,.R(8EQGI=$4
M2[8,KH-P'> !!OV+I _\ V-(1D6>2X]3 Q3GC0Q2]IHE3;-$ _5^BQ-YL%L0
M#./M^V!)XP3"T VEO=A*&>RL$/?($:LX<$H%^N]6%AK_EJE>=\9AF6*%4EW]
M%PL+8C73&=^I/>#*:""X[I17#P1, :7)](@5Y.TI"UNF4L0J5I$X.3C 2!SU
M5A(=++8D%*!0>NJ8F/A/"$^:HSA%))J%;FK5%+_$9%'D0.-,%MHU!EQ0,A,*
MA0# #6ED&DD^O<(N8B5W+B+9"CB1**1:0D<2X, O6H)2T
M7"NREELRR:D/Z \-82B,TN"DH._UGNG]%"XB6; ,XBGXMZIZ_$=*UQ)VHN#:K8F0YR730BT("="FEKN-8[
M+M7DLBX,*,:S:R<,/UW_]0_'2VC9T+GE+6)?WDZM5U(:6JT6*=L?'7?[@CE:
M$4OX%S9-ZSV2AC+P;K+T1W%49D1'3?1O%[=4"D)F:KU0TE1BYL!_)=G-"8RL
M ,%*$.\=FSS=V-\3(
MLJOT0A0<5G=E(6VM+<)0DZP?A C:=_N"QL%-WZPP33\(*@4):6+2_HY=:YI^
M@%*0ZM3E#;5$%5=)Y))[@R]G?R9NY*9LL;MV1FEP2FC?O\M8*!"G:,C?2[."
M_!@B?F1B8SUP3,OP)<9VL[W&/WWJ7O#D#85>$/QZOJ&'FWEB^%SPW,U7?
M%9:WV#C3H(Z\@1!"^ZY=T#C.MK!]1]X 4BK1?4M9J#7<2TTX3]%!/;LQNG?=
M.?[_&?Y_Y]Y]:>S&F76 T]W &KT'ES.V!\Q/D7_OS]&:[(CY,W07).'SI_?F
M^-/W /_MVG/(8;T[]PU=H=DO3O[!=@W9I!&%"/0@ O#9_7
M+&2C./"?T1M&;^N7V/CI._GU3P>_V)N+WMG)+)4U;I/ -*.B-1)1>I>)'I:,
MI^+399!$#C$L^#WQY_BU;N>KP"?F/@4.^PB3<%V;)-/-:%B!BO2S;4$8WZ_P
M@LIUO.<@B9?L(VSTDC:Q+6.BUFA#-4,,&4$;9AW;16QB4\@VK1&$TCM%5!JO
MDS!VHVM$ MF81.X6JIL[QN:>])9*0>NTAO*I^29)QHZ \V4=AL6,[>
M.>!/<>*C? IPYR[BSV_8].LY?#EG\,6EFEK6)9#DC"XKU..A4=]D_
M'<]/XDN\S$_8+/.*VT2TM)T%UWI\:LJX?L**#1OFRK1BEG$K9E_!*9##LW0'
MA1/^>OXS<1CI7FE%;.)2R+:"1V!W,57=*60QGGOOG])S.D)^)D8MJPAN:6[!
MN;E+EV0X_\T)T]24998G6?H9#0Q "3*6%Z)0ZEI^_-#T;>E*C;=H1M.S5\JH2+.H,ECBV6!)Y]0.KJ1!(CD7.*$HK"H[J]@.JL'F<
M/4##8^NV"=RP47IA<(0*T]+,*,="2[KJ9^1C"7X/XH:3O#OEP-/.X6Z7>#'S
MC'-.3_6'_OK+\5T_38?+7/922ME!H8QQE@S!Y* Y'J]F:4X?DKJF\1 ^I;0=
M[+"^!"$G+R*UC$6DBMFF]6@"B$.550AN%PLT(W=1-UZN+M6&):I19[O6XPWG
M$%1UY41N](S-<>83OWK9WJ&0H-C5K=:2I-EPM[8J(R;3[U*6L(S2)LML3+U<
M1^R;$R?D=6[8V9;9%2Q3@Z2A6@]BG"J9.)*@A
MB"(43?S;#_S7U\2-EL3FR8+2#;1OR!)]* :@ZQ&0BTPW/GHE21YWE'.B1#F[
M=QC]B-!\&EP'GD>.":=7%!39JRF"D:I?A^D$PW3>5YUTMUO#:1'CRYC;/Y,T
M7UV\#.;W_AN>@J??R+N/7W+IKAN7,,+U+5&2&KOU'DXQ=5D(AG"RV$J$F,4]
M7 5A&+R3-(G.&O]EQ]G9I@G+!-79=-YI&+4Q\>RE^S?DD#3WY-?X"W"#[?N#
M)&M;0K$*J_6>?U'C#-T*/L['VUMR7T>$7W:2OC+MMD&QBM:J07AU'='3=
M7GR_6CLN?B':U1L&WC4_MK [-; _%7(
MM8'ERXR*M^G_U8#*9HFIJS[!ZUR\W'63U5T2DZ=4)C'_C9QPXK-FA:+507[&
M; ZJ,[Y.)L(,0!="$>5Z^C-& ]
M^4PCC4>L=Z.?)!OHPCZI;SOY3!LU!,'ME7OWK=.73^I;SSW+1@TY@/?%_13/
MH9&SB*F'T21;J&%S>(BQ 9 T6!'_#59JB(+;EP)^"X.(M10&-4,@CI5X/5='--BU!:_OJ!;XC:DRC8-4>5T453V6I2?M'F/Q$4_?D?>&O@5^O.0E%&G=9@^UI,]N
M'?%IX%5&]T%U:6HHFN*9JR-)W5$4X'7$V7Q)W <+YU;6X8FFHV&6A*; D;6?X9V29ZJ AE9BH+N6N]6.NJ
M@FX"L)][+NV=W;+Z:*]Z&B[].=4V=C!&RY8LD$-7:Y7%WIF7!CU>Y#ORNY$)+5KHH6I465GHI;4'5$%<
M-YI1D*K>H:GU2-GM:NT%GPA=(1\MW/CXX/ _'SW'CW O6!RL?D*QFR7AN Y6
M:^1'&4.O>#'6XDS9X<'A]IFRXAU&^4N,\%O\[=??1^F+I ?+BE<9;=YE5'V9
MT>9MS!XIJR'D5Z 3/F.
M]QC@ERZ-R9F.TC3U#"34/ZC^X1[A#]=P;O@643NUYB7&]!$V*P%2M^S+V"@'MWE38Y^^/AK9-XH)5P7G%#V1GI]J=X-
M,%@7HZCI :=D.DT2W!0# F< I):%)RU3 Z$X/)RSY(93O.S80$!Z0EZ*'4FZ
M.@UN_9CD!>>-=9*M@).0.),"*FAA.\R1ZAN*(AW?@OW ,7OYLN
ML37L@4JT*GPEM&"S/@1U@@+6",15R>\D27.C("JE!L1]D]6P+N52E#R,#+N<
MR47Y=W Z,#:AX$/"R4AB.D_;==:IOML87<+ D^G]QJ&1O(;;3'QF%8P1#VT'C/L;I'@-.9L>0ITA*M.G0Y=<))Z[W8:G+Q4S\78AG^+?,^E^9*0Y=-2X2T7GFMIL_)C6",
M6)6_U@T\Q@8:OX)TKQ)H@D)1=L\W%+X$VJZQS7NWK*M+3Q9,26CG,PK?W!EB
M=A BU8:NC]88:;T:6_^H\N2^+F/:N8WF2D.73$N$M%Z7;>I>VWK(-PGUIL?U
M,!Q%PO6'K#DU8'5-8"K67VD]8+#Y:;*X<]SP#\=+\(^74812-!YT90 I:??;,>00EDZ?S1;^NZ?"4J'2/?5=Q?NS"''*X.7
M"$_LR9[+O;].9,^;C0_&*D:'ZD5FY3N/-B^=UJB\]JCZWJ/LQ>T:6(AVSP\/
M3_'ZY?3TXN3D^.3"3(=3OF2&JS_/%W%X48Y.7G [DEEA/L)E89KBPZ
M<07JH-N'*1IY6CD=906!*KM?41IC@><2.W
M.#7@:J8US8U#4:/]QH5"]>?NSE\I PR[(%RF%0TFDJ8+G,%2LUE'67?0NGQ>
M43#<26+<1,Y^.VO5Q!9)>LCN(ON([DXAX&0*]:P2EO6 R-L/-[YVUKC;\?+4
M75Q*><5M(5?:1EB16FIF6H]AL$9A_$EV^.)+?W[[9^*NTSVR8%A%[N.LY@9K@=-&6/PDE-%@/)>H'^
M\-K QE8X1+.1,.F[QI:&CG>51*Z/H@C/9N+0G<5,-KGE+257WF8-TP 3/?SN
M9A)GL*<7!B<)7>.[A/DZCACI(IP[CK.*@R-=@AP19GLW2!>+5#2_=J+EG1>\
M-Z[4MXOV@%/I-;N0C<89-9IX @#1NGILOL6FA(6=$J[; B45[?$QG=#CG
ME@P/[IE1E, SAF*8Y>MVGV*[+_JC"CY[N\J00T%+:+CQ=&-;^%;W)<5ZFVJ-
M0:E'%@>MFWS[.45T':Q6;IQ&%5WZ93O1G&+
M5 '72[1BIG3SM[$6;N#M$W*\VPC#3U+$7\YFR2KQR/56-P@3,W-36FY0F7R&
MW,R6;9;PG$1=V@2CEM9D4[P3R@$1$)2I?*8"MI)K"#9&J4,>GWQT\G0XC=X[N7-_!7Z+CD8U7%#YZSE\.N8S886Y:"-?MI7B$
MB:V/9]U Z:5(\-RPK4;*JE\2$<3$N/^.GB8H"./[%88!VT(TCC$C=OSFA,XK
M7KR\(2]((T"8.I%K8$AJ48",UC1T:L*@'YWPU_.?"0::+9&M(H,2@8CM&I+'
MZ5T!LQSSHM7 *$#!VJ:3SM;L$OA[_\%%R:;O(1['*,]!AT>2R2+-/I<;?!U$M*2QK=NR4AM*
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M7)0QF#/;8)0&IY']SC%D4!%(D&DH'I=F!?DQ1/R916,]<.J0X4N,[69[81VR_O13W(;[3%^;D#;])LQ
M.#TT9/UHT1(XH1A?P+5"C!D395)0U\'JQ?4=KE'936J?#8*2: F.]G-W1.%DW?VF'G3JW3TP;ZA*(VD
MP!]_L,(8X=?#O[GTYS?D$G3DSYE]9V/- >FR+1IP\VK_%@3S=]?S'I-P1B*U
M+V=IABER;_'\WTEF*VM<%:H[('6TQT-K(+RB$Q!A\)+WFY/%9#9+\%OY,UJ4
M*Z/D (0@:[W=L>XW"',0IY>$WWZ@64+"32>+A3M#8>M8V&/)6-CR' UF>3 4M^%'B%V.G99L$6T9S=TJHI;M@P@X-#;*P/Y=
MPB>\M V3&9X_X4Z1G-['723^'0K?N-$<_%I@9*&P^V]C,EQO*ODPR%'=BDW<
M88!9'@S577C:95O.7DOZ@MO5V@L^$7I&;WA5C%>TW &!4;H.T 4&:&Q6$')4
M[DI!QD[C0C";>LP@VPIZ^DXV,[<4C,SK"JF2_B]B[6EME>H+E7P>*%,Z 3-A
MY2]3=)E+YIJ.'IU/(OXL%V.88%/RS3&,Y77JNB1#Y/? S_R8+,]3V^9LE952
M/.!.%(M43W=!^(B_'Y0.ANG-X\A'"Y>Y<=18SU9=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M@%3'+F.D<14P@@,K(: 8!L?'>!%3.!>0<&O807!;0RW9@-EL8F7Q\\DJ\
MU W"=LS1&PEWHJ-D=SI1=OFP,A(
MGP;:Z4P8+)BCV*T3Q;,E\7F%^4D"YO#%*MI+:0C35A_9I#" R?@U[LV>_TPP
MBDV$,TK6;3W$MAY;R[<,!,9G,&)TIW?;3WSZ47B!&H.F7P *#0??M,E@^AY(
MRJ"L\24#/A2&E0W(,W8VJ 5WQ( I#&04-N5!7I
M4+>-8!+/*#DDSF4@T) 35Y]O=V/< Z4S#D'&=ZL,EWU!+'(E7 !3PI[27)E4A *W<">;F7T 
MC!!,8M'DG=S NG37CRB<$5I>MS-/2->O0S'&4)R I)_/W:['MAL 6D^(&=H_
M^)Z03H^D"RQZW$V$/$-%O"JV"D?:9@W>O@[7E;%NOTB'SN\HO@J"7W\X7L*X
M^F*GF&TT2]FYG]15*JC%"*1I0-UTJ_TN")\=#]U^K-WL"A#^X;"
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M&PI? CCS40)DZ+XD]4,A;.;4EK"[95
M!C^J_K8O5^2JJK23*DV[2\C].E=YFA!:8)1 +1OY;VMV(025\9&J8QSP_-==
M$2<(L:HTD<(]O:"-=$M86C"LQ^-H:'%P&2*'$LC#FN.QBMLFC5;V%E%.--^A
MX4V%G47-9AM^8YSH0I!6UU8!M#>^4(.> $E#W46Q%L8(O[A^RF<);TPV]EUL
M='Z18'8/)JLG:=&2K1I3!46AN*YAEIZ>V429Y[6?ZM"%?\]F+.SU-?MJ=F&EU@>?6
MAP[P D]H-[H![OK9].X.\ J1Z*%V]G:C&X3>1"'5$CJ2 .?K8J^^*$:"U/J@
MU!X'XTFX%'D[/<>/<<=-#CJFQPVN/AL210O4!",@A0-46[,%[AS7CS7[&C!JN?ZP+#4ZB-O:"T[3$XAH
M+DIMK7C=ZE-L]86%##>;##09X[X2>A@D7L$8WLEFYNEMZ[(OP"69S]#N$"UM
ML]8E'[#L"_VG6IY]P2HIM+>_!PDZM 2?VD&_I+5:4VV]R'F9-U&B7AOV:@U\124'.3H&L2TKO3L[1K!$R/TWDS4Z']
MQMT&>Y73O3]]#_X;.3LQU*W;&:RH&B!0-->M'[&"K2S\5*1&6V5+0U87'P1%
M$^4>Z>LN2$(E\BH;&K"Z^!@HFICW25SNFYJ^JVQHR.+B8J H5UYOQ#5=HA Y
MBYAY*ZQT.X.55@,$BG+P]499W?0T6!7QM-/Y9&P0.UY-.5K=3U/D.W[>$U$CT]4V#NX[IY-+B^O18+A 2++A(# AHP6B H7; 2<0C?1W
MU!H3+@%9F4JG)V.?4*RA1$MUK,[&AQ<'/9(6D^V.*N)@8]P=3=_RK$PSF+%K
MNX7ZS3Z'I:U=3S'#>W"6X5OBQ>X:8^&L7.]SLYG/Y)Q?82#\MP#!> RC@;'E
M@1$&V:VQ?FMLKY,7/F8"IR,,G=436=8_H1ERWXC9W7?,=]KJM\;XM+?SHHA!
MI'7$.^V#&)7LM].:^Y)D:Y2T[,P;3WXJ#9&*W7IZ@U_:[("3EGW]WJE3Q5X_
MM;TO;;:'24M40/^DJ2!2@-K>ES3;PZ0EIJ!GTE029T!K[DN8K5'2>BN@H7TJ
M.8"4:/%+@9+8:(AF,-X;IFAL#I&1).>'O,B K:+#TI P IRK!:'L2J2V,(]<
M5OXZ#(I%C-9ZW>#A7D*;ON$_7N._D8/C\>=U$*Z#3,O/<3#[M0P\;&%$4DY@
M>)>8B2>T3L+9DN 2!J^ALR*YC]TW=X[\^1-R_3<4I;%E^-=I"X]%:<_Q6R;Z
M/-F-H2)O_0_RVJ/LO4>5%Q]5W_Q_CK)W'_TM??O1YO5'^?NG1_D*"T95$]*_
MI(V-'LM*V Q &41W2?H>Q$W']IHJ*>A+TD=4G\#*#$HO"*Z'$<.YZ#8DC(*;
MNC&]&9-\!L\SY#OX;3BQ4-2R8$B4I&1WE!_8X6%
M\ N#(;MU']["/N;.I8J/E=PY39U'W_MN[*90TCY1@6JPN>)#OO55MK56T;?(
M\D\;FXEA+'?774F\Q._U%YIGETBPG#2"M>U0CPJC8:7/TB*A^249\F*2 ?(F
M"5W_-?-QI-\<>XXOWH358I*W7&NV+<.7A]T%X0::R2)#F!5ZRJMCEV;D3;5S
MVY_>$3\A,C_'G\ZF1]Z4:3.9;?K=1U'B^#/6)JIT.W8I38WYG"WZUM-K^N&:P(^7WN>U$RWO
MRS7]3Q=_#DEV']V0_C/QFDMH8$2=1U'I_
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M'JWQ1X;ZYC]01 Y@<<;?2@EP+.][!&["@K. ,NRYSM^CV/$\HECVZJBI#E0^.>QL+9!:60B3X4KD
MQC1TYIP$HXR2O6=3QB[CWD9%&]1-0Q1KA'IH2!S:O6%P47D:A5PR1X(\\7J:(#[F]87FWVYX7T4?"+#QA%**;(H8[XM("PQ3_I$D2KASW/ /QV->4[KGMZAQ='2 .3H:
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M[T-=AS$E(E#K2RC=H *:THG Z>RT$%C?
M=U?>A 7'&=OK[+00N&["GLE6[WIQAI:+Z&3TW\@)HRR$GMF72[[[
M\<-3.@B$-6>I-7Q2O!&A-!\/FE_Z<^['8.8EAO=) ,)9:[98J&?[6D/[/Q9.OY=4:/,*.GEG\Y,"#FI-+M_M%(9WFDGP"B'4PI5B)9G/@DB:/8
M\>?9FKR((29G4"IS6/K74K@7I:PKWWWO7'#^]# (&P
MHN2\K)6 FBM*TL35DT7E6J$G-$/N&YK_6 =^[DB=++)NA-)/2]4?GA#50*0U
M7Z^IJ3,!(KN\ZB8)2V]]-D+1>>$FY6W9W/ DJ04Q8.EUU4CT=K7V@D^$GE'X
MYN9G'G;GKNM_OTZB.+O0?S?*,9???#JD^M:&!K6]KSABGR_D ++
MU O\*\CZF[L@S']%RK%VU??[$E_?BT&<@>4/ILZ:L34D)M=Y+:)S\IT!R@29
M571X&I-&P^JQA\M/$U9[[B<"DX_".X1*
M)+\YG[<>_G$:I Q,@_35TL3%E)ZM>Z/U+_(8?Y%GAGLTX?RW&@$P'B=.E5"M
MYTA?/AO[;YW0ITZ:^!5Z3GT+XQ3%[-5=R5J(K>PM"?%:*6\=K4VV*0JNH[$*
M92-S*3]VYZZ7'@M[1K,$?PPNBFX_9EZ"
MEV+D/GIB>Y+Q/%ELK^@N5T&R$\&KM&UX*M2C"LJD31M\6CM20\DY*P%V-R2#
M+?+G)10W:.;A_[ B;T2JUG$\P3B>#T2&K=%1Y+;<.60O?7 !>K@XZ-,^0Y*Z
M68BUGK8&MY]9C19Y%O'V0NEF\;1EW-89Q>:
M[7]=)O$2:_4O-/^!>0ZW17'[@<*9&Z%'O%1$:5+<(JM!99\E_]BD.E#E3X?7
M?A[48SWN&92N"744"/!K[MME1G?8%V&#@$I1FIQL]GOKPQ.\
MP(!58)9#_H;7W633!@]@Z71,]1RBX7$][JJ-0*,H9TV78%6%^GU1U _DOR'H
MY=__3^2^+LDI.FRI4Q;(JG"S"QMZ)5N^ TCP*+-1_FJCRKM]19X..BW!*?Y.+WK7C6G%
M NY!]0ZWED/@62MKNRIIP@(\SVUO+0? =1/V3+8X]L \N3]U5ZC(L9^-J,Q#
M^ZRB4-GC<%&/UI,R#":-Z;16D$=FV=X3*6?9T&/2'_:<( & H/8]AFN"$%2"
M!/K^UJZ-+]LVWCENF'I%*\NYVX\U(IE.IBAX=6ZPWTTM>B ?PX
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M("T=05I.IMB_S_$KO#KRI_;86"DAB46MY-L!TM%&(OX
M)PHS@]&<>G""$K#8J;WAC2AZ(%.5]E91X&.[R^=:?[H_\B^7L1>UWX_ZKQ'^?E+0
MTR#6"$/OS@@[2?8F&,>U],'("P4'(XO7&^'W&Z4O.,K>$#>7ON2H\I;D].3M
MX_/724DUAMS[6%KH(8BB._S]7@=^[/I)FB<+E7>OS+R$Y"Q_#,+T&X[QE.0%
MLX$9F@9XTCS#E; VO2RM>9K$@@& GH?5O_!S_(6;7@M)GZ'<(S#&CTJIT2W=
MXGO_.XHW8/XK\6C@XY?&%;&-"*TXQWO5-&Z!+C4"H2P^U?0%
MQ4(8Y1\R_GQS@);N6IT4FUL?BA9;(J$V^'-JN&]L'DU:C\\6Z*BED8K2IW2Y
MGY>ZJ*R;0Z;BF45HOC&HO(%X&N"9]"J_&R%'C;+B[-QFCV6BSWY%T7[F;WBN
M];BL<:M:IL=R$+='40B9Z8GUUN9'_2KSR@U6Z<*<0;Y4&Q:(H[N]BH*0/2Q%W?&D\74^9"7DD1[UHFJ
MJ^V*XDS,]U';[G#>4$8M:X$TQ.U2%=9 XQWV!LF-ZR5QMH'588OD\$#S%DG^
MFH/8)$D5>G ^/C^].#F_.#LY/S1TL/;+Q\*E1+7;97>[XLO5:X>K5U ^>_#^
MFDL%)N#8HWTP>51YZ]$TV"Y7N,^W2MKI.Q\?
M7YP:N5!J-1SRID0*11R2MM'J:RQBCS0YJ>I -PZ?=>/2A!47?\9Q(ZW
MO\DN?=LONO>?DY?(G;M.Z*+HNQ.2:>,;DIN3GA[LS$GKCQN5SR/SQ.H31W\K
MGVEXGD@'J&&>V%3)1'?QS?73X]/%V_"NWZ26!??IBU%3_<[%[8)[+>:W((Q?
M<2?U$#A^-/')VNX6=TPQ_CBC6>BF+SK%+S%9/(;!&H7Q)^?>S':-@5.".*\4
M3:B#H(>B^>ZL4&$7L9)[BZ9D*_!DHHYJ"1U)@ /K0;] ;\H)U
MFDZ&>=$FJVA_="%!77U1(F4Z+-;5=#CI39,D\0Q!+L2PXA&9;"A%(P(Y*W=F;M.&7@B"VGV
MD, L"YICX6Y?SCSC=.I96#XT7'S++ ]. YV6%5)6,IV2"K/B54[11T]HAMPW
M-/^QQCI%<[1:9]N6_*V!EBV!YY7/3?T35XD!K(D?8^/AQ?$/)Q+=!I*!Q]5GWUF5%!$<(X?9JF!\?8,R/
M^BDO/4AH.'QA7'M%?[Q9M.<+=G=G:U2DBG4*DC96U3X6522&;C:^#)%#@>"3
M(1!6<>O$(66HHO,0.A- W[A1EK4SFWXYT?+."]ZGP;T_=]_<>>)XY RWXV/M
MDFRJ>-?,DI/%M72LM$1X_;1$?F+D3\P*Y&(W4JEKSB*IF!(=K 4NR"X[U\\
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M: @8$:D*3Q_Z!HBV<# 7=F;W[8@9Q/S&"PL!O>%[EKCUTYZQ<[U-< IQZ%M$O:Z76
M%:$:ZK=-"M_<&8J:B!>HU7O:V]JH=>EG:)2_QNNKP'/G*5_I8IDSS:,7AJ<'
M;?,["0 $SHD;VC;<-8([QV,5!T>[!#DBS/9NREGWD)"6&Z]=R5
MZV?.%&;/+U.]!]P+CP:=[3:NAJ_M0UBC1-?MPZYGU%5M"A63XWQOY#MB.3=I
M1>'QK7*S2-!>K2M$:?\@==0H+YS#W5\1('O[L49^1 WIYA6WD?)6-FL^@ZYF
M??@]\(/"L/I%%5F2UV\H7@;8WC=L+2UJH%4;=;B.,%RG5DA$#1!=%Y@[MY^K
M/L;'08O<8T)!( AWXBHH.E+2KJW:T@>.UH/HAAP:W&@&VKZ^'4(1L%#1Z7)/
MSSSD(?!?'TB*'RJ!E!(VLBAJIM83WX;VG2N#X[U_N5BD]^*@J'K %B,2S-+?
MXIG8OP+7C__ Q9/=PX=*VK118/J Z7I@G3-WN3 XDMROUHX;$J"NET[XRE0:
MO;#-$I*PF'-OG6%?>)&.Y9OC.Z]IK, =*A;U#*9Y56SF6]IN1;?3Z4Q+4K,%
M=W//CN>$GT_(7;TD^*GD#QQ?B$1M&X6A H+"07:@=PFRWW!:YI6%N\LUDNZ'
M_)=U(ZULL.V12+ M]PI"_(ZC\B5'V=N1*P?SG\B+CC9O6HG2M2,>-U?IX?G9
M^>G9T>GIX;'TR-1WSPG^T@_.8/5.7':T>TMR0!0Y\\U?:W:#\!O/LD^>!/BO
M"%)_I?]D?"V<&K9HIZVI '*YJ%'%;X[KD^]AXN,!9!U$;C9F
M6&LN0MR8CB=X>&+#WA42J%&'ZGP\/C1]U[LJ78B9JL'K;DH3$;$;8HE2'
MD5KD)@D)B$LG0I,D?DQ3_I&UZ&+J?+ 67!H>99N ]X819_O"Z)7U5.MDIV7M
M&[)%3XH1T+#M ::SVUX".QZYPIU2L$WW)MVX+0+< RHZ]EG,SR.I.$0-VI-I
MHH[E!<;2\&5:2N=\+6PO=-0YHMWP5.XQ#!9N3(!@[_+G!6S30(-E!<.=CS8;
M9IB^/+DGW>3F*ZB&-9&;10W3DJ?V?FI#5\K7H-^S1T_ AC(A]Z=KY[
M'4C>\"AM>51MVFRD&,O@AHBQIFI$$^/#TY.+HXN3HX/CHZ.#<]/)'5FO?/59
M^XM0>D>)ML!]^JVHV^T"U($!]TZ)(LK[T7/\^-*?D^.KZS2'WN<4/YN3'$B@
M)CAAJ&.4NLYNA480$J@)3AMM^9-00H/UQA/+T ]J(B?"GT-Q&H25
M3HA6K#\<-S!37R@(FPHK8:3>V52]X^2,&^(-@)./SN&C(RP"Z>< "(8[:.P6
M!"> CB3Q6>_=R/ -+S/9B47+/X)F4;C3;[ ')D-/O[$S_OY&L>;D %MC^$;>
M5NQPK8&5O%?K,/S0D+FOJ1HX-1@8&M&<7"L
MMV)FEV I>^&NPS[".N%/&_)EDI$CA*N67NP@C4'H 0ITV&EMQ/K"7*SUFE4
MNDA74*LP  6(6*SA[)SQ"?X6#-E>='G#4?I+?MXB\09L4Y$B!+0FW9/.9Z0H
MRC])4\]4 &;/(:EE;=6*N+&J#K=!RL68?P;"TF"6MU4><@8K.D!F\L[8Z\"?
MDS1>\_]*L*$H]#[O7-_QR85IK>^&O=B-&2H?,RJ?,RH?5+W]U6P(T2X(>&'B
M- 00\2MEPCF].#L_/K\X.CT^&)^:^O;5W?L X8MO 3OM>Q>T%*;?OWJ#07K'
MC> -#[6R=C$K;ZJ&;0.E-SSF%]FE*1AWAVINV;J]A]C>XYY3*V>J!N^1D90\
MR,>")C>87LY7KN\2M&+W#>6R9O3B#;7LTD87HYG^) 6?\>7LS\3-4HKE$\KK
M(**FP6>4M(LF64,MR9:D+S-C[Q71UF!%7AO/GA1:UDA!PE8-3AHS5[?B#I#$
MJ=*G[ZQB=M(O9*4&UXM1[W_C(3Q*23OI%S5453X>P_D,MBX>9+"_5;,[
M)Y+1L_FT>^UU/B"F5Y:4#E_NQ_#OG>2]4 5H66^^[(
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M<$-AG6NS )>F,B"0]Z8FRZ24@,44/@>-'$W\S
M>-V@:!:ZJ54D@?]D48Q8G$&Y76/PY*)M!%<(D(X$FYHE]=U9E6EB&Z\YD6P%
MG(@44BVA(PEP+)F'3!8+=X:N$DR$Z[]R!RE:T?[H1H+:7<$(FVY<%?2<.^GK
MD\PRZ0]W'OHH;(F86?B;*UE.?@<0C,]NJ#*X]^=)%(=NFFOD)T9S&>#7NW-F
MKN>2A'%,*8A5'( <.@!A25Z?I]1;_.SZ)K6*6:T/*; VYH$THX<'QYUP-
M; H,A/T&@XTG!J+?E)1XL;OV<">V&K.7&TP!1>P/\XO]&LSCZX>.WNT%OR O22RA)NH+L7\1=P^SZ
MVS1AN2Z406))^J"[)/3=F.S9^O,[]X/\1!]KFBM8KIR6 *A*,F18)\4R&QM=
M_'B_6H?!6WI# E\R0G4'HI[V6'3.6Z3ITF?<3:879+#O>ZZ7L)QH48M5910R
MW3$(109M-@F$=MXZM0E.7QI#:)3CQ'&+F0ZA$K"5?+ ;(QNND&[77!VU8XS:
M&7QUR6F@G_"4(KU4A+"=&UMP(C:#Y/EZ7LP
M)7L$>'S&EOR>^'/\(G?N(D:(Q+._!\'\,KW$@RD R1:&I T5T,#V D:@])+EUA,;Z#1Y5*KO=;)XJ_N7,/?PL-
M'0J_PI $T0()XWMW#=W%'5Y:?A*#4D$+#"^B58>DBTZ8P-SENPN2,+?IV?V(
M/[&)Z86!O&&DL:[5)#8E_4?%4W?ZCN%9#_+4@P&Z[_YJ)W[A23
M679(?,N!H.I.#WV^!G&?=7.E(>F@)1KF[_%@NJ@_I^0 79!XZ,T).3)@%!T4
M^3(8 +V-HSIM$6.^H<:0!- &"O,W:[!U,,6/=Q\AJ$$&C$(-P!Q_U7D,"7PB/B[QP4&HZI"TT0F30B+ _(99U,HS>D/^
M71#AQKG[P)S20Q*"+ P%]_#"Y&@N[-CUA>@:'F/D=_["\7B;A;-D<-2;?SD %U!&@0DG /)5L ].O1(64
M> U]::D50H68@/DZZ1:2*)UG]Z.KE/C-U&$Z)XE9!B:D%O@4,@+F)[UU7Y=Q
M]?M(;7I ?N YW#FQ6,4A2:4#(H4X@#E5=RPB(:"M!<*L/&B1R*%2" 68-Y:L
M#.NI3D15(EAS2!+I DFA#V#^69(4YSV(@E6S^VVWW)"X%P>@8!J:[S7-8B-&
M-J/HH/B6P:"@')@O-;.!3)3%6:>6KAM]@8T>6TZ\. P%]\!\J>D41HAW1LDA
M<2X#09'3"9@S-#5!]%-G%QX$AT]Z 0D$\,$?AEA7$$<:^4HQ=N&XR
M<8V>#(7X)A0*XH&Y"[>MX.T6,W.4&56R2:C&&W^)"$((U#<<,;,']?-86TF "X%08E 7DD"A$ \P!6
M9C5"&N"6KQN.D1O;>YV7/!"% H Y!#<7%@H)@%=\2/Q+XU#0#\PMF.YF2@F 
M6V%0$I!'HA !,!20:)>!H. ;K',PGH@G& 0[+VKH2T@"%26<6'A3M4.@%P2_AKI]684@":(%$(0)@[C^R@OW#
M25Z7 DO^G7)U0\E.A[WYN<4!R)D^ ^SIRZ-7T_\\)^12 8RIQ[]V5:+ZD'31
M&9="+L!\@K6[!;.,&.G=<\L@Q"_G25S3W5![J&)I TNA%6#>PZI964*%EE+A
M5QZJ4EJ@4@@%F)_QR9TM5X$_OPZ2D*T(2JFZD6?C\9&]>5)%S2\X!N9&?,*S
MH_#=B6=+PXHMV9DH'1"YS7P
M&_S)VZ7J1EY@(^W-22-J?L$Q,&=B.CT589E6;E \"P-0, W-8XBGI0)$TXH-
MB6=A^W.:SX&Y"S$E"FBH\:4#/A2%#H"Y]ABF<+,'--:I T"R)ME[?+ =&(4:
M@#G^BAV)]"*F323T4Y#$"/\SO8V)OPX4JER'!,-Z9'%4:3=4"J$ YOW\G/T*%HN&C+^R30Q40NVQ*:0#S_G+62'@KT&!?!C-
M?$FH!3Z%C(#YCAFKR\!+5B^NTS01DJA=!^5L/#ZV-WRT*RR%5J!YELOD2MG]
M7,'2CP*??SRIH8%OMC1V60*!D&Y@/\[OK(Q&R
MJ>6&Q+4X "75P'R+Z70# YB$GP(3LYV"0R); H&2;6#NP-3!(,0VM6#-UO,#
M;*N]4> 2")1L _/:D2FF"-G4;\'..F@YI;A6JVWB(;;0W
ME%O0^I)A8+XT,OK\AJ%8.I[7/%)32@Z):QD(2L*!>ZTLS_-5S?R*]1M/\6VVQM8V0*)4@70
M7'19!#KNLV24T%AI4&IHAT:I"&@N/6)($,Q_#TB:(>YRC55T2.Q+85!R#LRK
MA]/5JQNY]EX?&)OZ*.P_27/P+QZT_= A&=:L;J=Y]A.>T.CA.TO
M>0;F>+OUTN"N@-P7P;]]B5%R2&S+0% 0/@;F8\MFI"*$,TK6K;W UMH;,B,#
M04DX-)=;:D,:Z25,.K7T\(@7AZ$D'YH?+LV&(< [O6#-UHL#;*N]0302")1L
M W/(;7)7B#).+5RW&6OZQ.9("RD42N:!N>C2_&PBK-,+#HEQ"01*MH&YXK*+
M&80F[?22=6O'V%I[ VQD("@)!^9IVZ3T%B&=4[IN]1&VVM[ "%D82O+AN=QJ
MI^SE)""RA+G ^)W8N\_:#HQ2#L \D05J;@WY
M,5NQIDF>R=Y2\^$WH;IU1$XP(O;NU7<#I9#)$3B?7U#K $G^]R#QXTLWY$=9
MBE6L8W&*L;!W$Z\#(J4ZP#D(@]V 8FE]<*L.5"'RF)0: >='+',3IL-FFA2^
M_ +X]VT*5JWC<38>G]J[/=P)DU(CP+R/:9Q;K7,D-TYDEFTZS>#9\
M>QHZMEA'[QRC9^_6I ZH2J$!6K5I\>G" +;9W_UH.A))V8-Y-,C..D>CWSBE=M_H06VWOEJ8L#"7Y
MP-R9=?=\XS=/+UNW>(PMMG=O4PZ$@O9C<.Y)Y->#,$2H9Y2O6WZ$+;=WAU,>
MB%("P'R0:5 &,>1?SNQ7%/B-\WI6Z;K5&+53>[>R9&$HR0?F7$PC-&J[+JF[
M%(/ =3Z+5*OC<()QL'?OJC4>I2Z .13)%0+/?R884Z8&MHO4[3O%]MF[T2!D
M>\DM6!_>9A"["K%.J]?5"P2V4.L-207M 2FE _>3)%$HF0?FZDLW,?()K1C]#36&I($V4)1" .;\JX1NBNF 7Z%N
M^SFV?0B[/,)(E"H Y@ND#6W2>N!7K>-Q@?&P=U^@$R:E1H"Y#"OAG.GEJ[+R
M8-8:IC+DX"A$<0+,H;BQ1WY&(5RWALCA 4;$WKVE;J"4,@'F=-S$P0AJ@U^A
M;OLAMMW>':<62)0J .9]W+JP4%H*8ETF!F%\9O-&5#LX2E$ )2Z
M@.:>3,\3DPF0A"J:*]4Q.,$86+Y3)8]&J0A@;LO-[!C_)"$*H7I#TD5[0$II
M '-D5N](EU"&2+4Z#J<8!WLWN5KC4>H"F&NS:I#L7%.X[E 5(@]**1-@WLVJ
M59OSR"VUTMQ '9NS\?C$H10',]UFQ9[,GV$X>S?4'*I26P)22 >89K1XT
MEG6+??4DU//:[70!S%V*5^P_,:#DDD+L$AL2V!0,DV, =GNE82Y)M1M&;O^ #;:V^TA!0&)>? /)=D_2-&
M.:-DW=I#;*V]X1 R$)2$ W-)9M=2"1%.+SDHPB4@* D'YEQ\=C_$^*87K-N*
M_^_%CY[SE\.=HE/+#HES.1!*VH&Y_6>7;AN\PFVV=[($TD42N:!.>'2::DP\\S"@V)>#H62>6 ..3)#%26>6;9N
M,9[;G-L;,"('0DD[,,]C2,%IA\CFE
M:U8?X:GMA;WS>UD82O*!N>LJ29R=]V^NYZ6W5 B>6:)7J=N/T;NP>*[?!HM2
M"\ \>1,?/?_ZQ*4:$N=1RPV)=7$ "JK/@;GQ2 YW$:JIY>J6XAGMA;WS>G$ 
M2JJ!N>[(FE2(:WK!NJUX'GMA[V1> H&2;6 >.[(.%6.;6K!NZ]GXZ,#>^;L$
M B7;P%QT>/4I1#:U7-W2' G'!3P>^;6FY(9(L#4%(-S>7F
M"??FK*)U>W'K!_:&24EA4'(.SM-&+E817'73B];M'6-[[8V;D<*@Y!R81XT<
M(4:"'SJS;-WB(VRQO6YU.1 *VB^ >=>R9#6BQ'-*UZT^QE;;ZU25A:$D'YB_
M;?OBWI]+-T:/'@8ADKH$F5JOCL0)1L)JUVM+0$II '/.37QTY82_4-A\U>AN
MN;JEI]A2>QVQX@"45 /SS*5!@$)D,TH.B6X9"$K"@?GGTFPQW["]#3>/4,O5
M+3W#[=KL=A<%H*0:FF[WOJ+(%P'(39&)@DCJU(-@Y,#_$1[
M/;0MT2@5 0Z2>"FPJ./6K*-!GFVO,[<+)*5 @/GY2)Y1'[>Y#MU(
MK+-@%J_;/<9/L=?'*XU#SO_X )C#3SIAKU"NGI,C_ Q[?;VR,)3DPW/XR:32
M9)<>$OFR,)3D W/II:X+V4RJ8I:?X.=8[-V5!J*4 #!7'XD:+0UI/B5+*UJW
M]Q2W;J^S3PJ#DG-@WKYG]T.08
M\62[U)"(%C6_)!F8AR\=DP1HII:K6WJ.+;77H2L.0$DU,"8ZOM]A(KW ^S"=9N/LTF/IJ2W+N./]]L0N-?7@>^CV:Q
M.TMRV[[_Y'EXY-JH(T0R?MKKVE4#3BD?>"[ PKK*+/DABW,2DPR[7AV)L_'1
MD=5NPI: E-( YCB\=M9N['B3Q<*=H4[?]NYZO C^+ YY[^$:Y;1^0<(V*OF[D;**5,H+DDW8_2J,KMH;A7O'_[
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M-_Y,6]VCB":+R]F?B1NYY!<=9%1KYTM(PJ@4XQ4,*>UOZ+I^(9UR% ,&>;,:D@:O$HP>Z[_&N'R]ZMUB%<^Z3)(E2Y9
M[7]IM3-:N7Y5>B-[H5\"591'N;E_H?ES\A*A/Q.,TS2H3(*NG3#\Q%BFQ3O(
MNG4$S\9')SW8
M5.W08TF@4'BY5<8#=QA0F]SDV=]U$\=3X>DW =1-L]BU"=.AKG&(T>
M;+&V=%]+(%#HH>NVA]I-6JTP90(4H]&RCE
M9.E__[-* +;Z5_;K[=_F)N]PL')FO_XQPZOM_Y@%J^R)S[,EFB<>VD!R[[^A
M*(]W8*)35)LLKI>._XJB>_^)O(&7;X2[B%/Y!L6.ZY4K@4P^Z"-&_GRSB1R[
M,7G[8PS.>/2/4?% _"-YU5'VKJ/*RX[P T>5)XZJCQS]K6Q@LACE[XQKC[*W
M'FU>F]O,WT=_RU_^[_\#:%]QXT8S+XB2$%V^1''HS.(.O<1N8T3^X\/3DXNC
MB].+\<51_4XTBZ;R%WB$/^G! 1Q!BCK-Z0LL%$4;/L1/&($*;)O$2
MA9?S>>IN;'90U(L/530"*&B(*E Z6<_V53;__AUY9+A_=CS^A)U3;QAJZ 9'
MU_W]BTP6?KIBF(/H0;8A> Z\9D\\K=(P]-,!BZX;\P#%D_:D-WAR.I,8?S;E
MARH9$1BZ;H,K4$O#&/2$8C?,O/"3$*.R#B+'V]: 2)5AR* U$EWWB 'V&SK7
M/3UP^NQOX7.H;%J!LF\B0MP^M4(BI 3
M0*B586A.)3B==XGUK_R8,=^S$#D1ND'9?^]7:\<-R1KG>NF$KSOGD]0T.@R%
M:<2J\PZP,<&U\$!(M52':XSAZL$!.%T#IC! A9YL\I)K76_:*JQNZXH,:C_.]_DG=_P3WG__G_4$L! A0#%     @ K8E82(CEB!ET1 4 HEB.
M !               ( !     &-L:2TR,#$U,3(S,2YX;6Q02P$"% ,4    
M" "MB5A(:C6M>,(]  "!^ ( $               @ &B1 4 8VQI+3(P,34Q
M,C,Q+GAS9%!+ 0(4 Q0    ( *V)6$C4NV6J51P  *?< 0 4            
M  "  9*"!0!C;&DM,C Q-3$R,S%?8V%L+GAM;%!+ 0(4 Q0    ( *V)6$CN
MDVYT#P 4              "  10]!P!C;&DM,C Q-3$R,S%?<')E+GAM
7;%!+!08     !@ & (0!  !]% @    !
 
end


[QW_.:#]B(L;HR^^RSOZ:GWX"(O%(-[;GV1:TH]#)YCS
M'OZ&AS!8(6$0P!YX 'VAKC\6B^;3)/U^U-=54UA?_9=881GF%H657U/UV@W#
ME& PA!U1C:+>JY#>>^3N8<3Z0YCL7#3Z\*I7\.HT
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M+MY\V"[*#E-B?0&7OG*R/@?;^)_XV,1C59/GRLL
M%'84=F48582P-TTYPEY3FZA.)E"]N2%;TM#G/SG &X0PZ#O[2
M#2BSH?..!1E4PH)?AURBN "@Q 
M(ZKR+,0Y))L!!812V[W>:9A1&(92<7<8\[GKQJ%J*_T:,$!1O%'@4>!/2^#1
M(E+>(LK!C?.6*FY6F9[P5QIJ?1(,M3$!PDD85SF+BYM7P#-6AVFGD8^J)*ND
M>]&&WK!T13.24.)1X@O(P;8:ABR)1S.I&#,I_L@K4\Y$/NF$-/U51GG.;> ?
M-,GS1&=FI$NO1+J+B.;%H;L)AG2/'T[ Z9I?,(=6G5Z]K*!'[&\SQ 5@ /-
M9S#B(&B(-'V2D>]6$ G&H?USUA!POEY(JCT/*Z^/"J%3W)BKATNS)&R*(W]3
M#Q=1R+NYIB-"T@5#E(IVQ?$<#R[R@J$_]/O?>7NE.^IYP<1](9Y#"NH^TBJV
M^PAOSO*LD1?BN'%);!(,RZIUCS._Z)F_*OJY9>DB>@8:-2-N'M?,_;PU,E8E3CW=T\F,LP.1<;OS6TZ_/K\\N5?G!?
M_DQ^.1>+^T/ZBJ"9"%X%&X)8@
MW,Z[K AN^=.VL;SC0FX(N!.;&\9I+QB0)S[N%3W/_P^^,V]<*[Q[4.8!OQ(,
M5M%CT*'!C 6\J<08@'/\*'"Y /?!,>7]);C<3'D1>:E'V8L"#(_ZF7<4H/W0
M@7%,8BSG++I\=YF^5Y3,F/WXX=TO[V*3=-;&Q].X[Z^-W>B@!C-+4_E.3/Y)EKVFLA+'=D(I2]6/X!;Z;=/H$M%W=+@,P=CSXU9'2[,\W\0IS1V)?W810Z;+4S9T+#4EO?8AQ/
MJW/>J;+!6F$Q/_Z,O6 .B. ?GM/W;:K=/.2Q!Q0*/#/9X>J[D#IOC&=_#[BFQ&MP>!NS2JJWQ[MV[\T./MHJK8
M+2:'8MRVU[KKUG;OJ%O;*C)%8TY4Y
M;R=CDA\U:3X)$!=D&UCUIHWI66;'9,!101!V[TV!D%S5JO/4?7*
M5+^&#M:45Z>F/,\X>EH;ZRBH7#MP.^\CXGI%6*Y=F=FL$ Y9R_G''WTWXL6M
M!LP?B8)7PO#B^A\>0T*1'IM4HZ7Y"\-QZMX&U$6O+/<'5V36X@VI1Y*RLWU_-((1+E3>%84!(U#;@79)^0^S8HEK:X%NJEZK
M/3+B!414J17//Z0"[B\+!:&'("2NJ&(>ES8DVG\C4#P#9UI$>$1MA[!)4GX?
MAM^GU [B*3QF#DS6@(#^!_18U ]%K4,Q@\D/7AUO[/..(S!5'FA<6]?0+4,+
M4V247,)?(16IX%)1W%*PH;.'>-('N,F/)WE0$A)'(79[&Y-6Y2:Q1\,> G-5#GP;84QXY6X=4"YR",7;"Y6@56^%J;>.6\=M2;@EHZ"QP[1''O7RC3..U)[G-:,/W(W61#M
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M:G.FHNUVXJS2/M&JI&%5CE,U%&W(GB6[\:K1^
M76HX6V!D&'FS.V^,9LO0;FC(_#&@%A)/^\"\X6R@$[*BNJKQZS=P.]DV0AOX(6OC(S_\2;^-YX-\Z5%NIU5?_1,H]'6
M=3D09KIJZD&HO@F4PS.K-]QRE?-/9>W7J<<4Z4JXH7=,.5HD,S2M'H*H192&
M^XCQ!50KTM1*S^RA:8)*I0IPHPY15(<834N6#L$ K]H!WEHS0W)\M_6KV2DQ
MOHNLV3V\JVM7GDW'%/[C]:GVWGTIX*0)LBEO:)"?$S^24EU!O_T@K)
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MS&:C8TI+@,=0*H92:Q(/TCN_FICCJB1K3$/7+N$:[:*\JK+(GIW9^4:9\(&VGW%:D+>UH\NO<#ZA)OH=U7$1Y4 >'9(AAU.O'92J#'ZS_*JXA?
MR][,JMKI-6W%K"K ^4?W0:Q@MC-0J):_%16K5:TAW-&YL,1?%Q4LL*R$4B PJ2+TCW.6N
MIIGQ4X2[5.,%X2[.-,>.Q\?VA!!N5":U@#LSCHMPHS*I!=RH3- RJ3/W]4
MTH%:V;O+U<&OIS>@5 )PN4;'3P6D#IZL-C&:W8;94K3(026$
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MH\%HG\N+K<'8'?C*82,*C^T/@;>4DYA[[&;KW)0U=LV.& >4Z("&] JY,F%"^$/?JG# *G0Z3MC\=RA[_)YHL'=CF\'YP5L<*(J5WUO
M#IFA]M8<\JIW<*P+VM7HHU(7M+$CT]%C7X@V:I(:H'UZG211DYP*
MVJA)T":I+]JH25"3U!-M#.$6$L*-/_+P_"R :#LOZ5^SAITZ7?.?* B=P23^
M*OGPUO%"@-*QJ?_,R'BX%?L=M[X,/;WWE2=2.B-]7!"I&R6T7!S$C:^QF#[Y
MKIUZDC&CT.9[6&+/[6W$=^KF")JZT50!N^*PF4,15QQ*;>T%@)?8W1KX+DQ%
MODWE#P9.?V&[*[6A=N FW?SE?$_^VMPS=A^YGO^MD&9 @+
M^-9N./2C@'AV\$MN$M[N('*@J!87"4/7_\^;Z1N%4M/ZU'43I?R/-_H;\3D8
MD_[TZHMTYL71,U"2G@K8IS'Y$&S5)_=!&
M38(V27W11DV"FJ2>:*-L*W2: <,H&,*M,'\PA%M=M%'WH)%36[3174*3LJYH
MHR;!$&Y=T49-@IJDKFBC38*:I*YHHR9!V:X>VAC"Q1#NJ?,'0[C51;NFNF>E
M^Y*J\-?3ZMD+_M39J7U+2\9#3FK/IAXTJSEX3[WX;*'T1:&FOEAE)@X:L*BF
M:J.FOM*P  U5S[@S:BC44*BAZJ&AT(9"#84:JM)HH["?F+!CQ/L@9N18G#.6
MXP=21$P#0Z\8Z*XKVC55.&_$6$8'4=CMQ+PJXHV
M*JEBE108NP'&QU%'50%^5=%&'56HCGKO^]_1C$(5507X544;553!N5 PBK^H
M78B:PGE2Y]AZ=H]W=;@A-[C^@805":Z?%E_NXHKWDU\O;)O1H "7$'F4ET?7
M?E\T<2A@D:FI7E/&/GCOVL^%-#\OP*Y#QJ48IWVB5UAXKX03_M&
M)L@@]1AT1UC@C'DCXH9XQQ?* EH IZJBYG9#OI-E)+R!%[XR,O['F_A?@:\Q
M7TVD&UKJH9=AT$C$TFSV&DV])P?13$]-/41/RU.K/O[E:>Z?RMK'4X\ILA5+
MK]GH]CIR]$IFH%H]"%&O5 M_U"L5U"MMO6$VFVBOH%Y1%G_4*Q74*U:ST6Y9
MLO0*QH+5C@77FAF20\'M25'"0HKQRC9R[J+%OA*34F[<%A.!-4%J@NET):N+LR&U9:D+M"Z0'6!ZD(IM*6GI#3,KC1?
M!,45 [$UB2!A(%99UC0[NG8YI$'H1:%VOQ"*U7Y^PG"L>AS[YOMVWW4& ^V:
M?*<8DJU8FF[MP0.?J:5C1!9])E7A5Q7MTU07G8;1:V% %K6%HO"KBO;):HM"
MC_PH!R!JBTK!KRK:IZDMNFT,QJHDJQB,52!^A,%895G3LC 86RV.83 6@[$J
M@]?J-$R]R#.'RB&(#E.EX%<5[=-4%^V&V9,47L%@+&H+U!9*H5V MK D;=V@
M;8': K6%4FA+UQ;2W!"450S&UB1^Q(.Q'0S&JLB:IJYK]]1UB?;>CUSZ0E@!
MG3212SFY]! -!I1Y<>3U7SXKHBES-90L"U86B\*N*]HFJBW:CK4LK8X+RBN'7
MFD2/]/:OEH[A5Q59TS1,[0:&'VK_I*,GEVH7+]2+*-:(59);-SYC3J ]^J]>
M,'3&F B+ 5FUP&MV6@T# [+H,BD+OZIHGZB^:#8Z+2P4B^I"5?A51?M$U875
MZ,I2%VA=H+I =:$4VK+514^>)X+"BM'8F@21],ZO9@^CL2JRQNB<&1UX?A4.L2Z LOSX1AVG7Y-7#2"Q&8O.!%_^4-%"5#R5X3I@HBYZ3NO"K
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MRJ'?T^*-8;;;VD<2A-H-<3SM(624AM6JQ7!:#'L(R2A.^KWT/8_V0Z*-##"\*UV-O\J%H__
M1$'H#";Q5\F'MXX7 M2.3?UGD)7A.SX;SQ(D/9^-B'O0E,^3-3@#8UPV\450
MFJ'9LBIC[OZ(I9%L''0:$RZI,7;QO%R:))H!\WJ.:<*APX!.M#_^Z-*2V%L*W 7&IY@_XWP'5QLP?4Q8Z0/S 9QH9PQ<_G!$)J3O1\@[B
M)],T\CY# _:XCN\U!!G,"8",O,_T!V_STY;W 4;//&_)0B?WI&[UW@?;S_./EN]D='[W0X:([__'#NU^T@'H.%V7/UL:$.6=C$@21
M1O\;.?!L_NW(9^$S>:;:  ;E]6$:OYO-E2#B:R@?+,A9CUS[ORE)WVNO0@6GX2H+4JI P6:5%2P-K.P@$F & [/2I
M!G\%,<(;-0T0DY^0?;7#)DJX.L@]HOWFQ*;A\/7*]0,^<_L^ ':>,HEG?W$C
M:!RQ_I $E 691@]A5(N\ON\)7U3PXC\^L$%[ "VB3$?7B
M=?J/14'_(@3]ST3092XL5S [DT))7%D+LP@F'"]V-9^$!&8@B)18:4)&O("(
MRX,&8-:<$CX?VCJ%1ZLLK,%EEN0/_I\
M#8@'ZC"-D\*X0#$VX?KLA;@17359&AH=##BB+U2,8^#R#W!]_!1  LC?0I$&
M@\O+YK\H\_,^(U,_9OVU.-KZQS=P2)C>LZ_"5P[C&TF#9
M9L]4CB6D2[0]?2_#C BU#S#?1T^@JRRCH<$*:&E@G?(% 21J1.+H2ZP;MDYU
M;40FFN>'?%7AX+Q0)M8<_D!P.!)\,*
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MV084^!@9(L5/$=EX6]YX-7?\_,\,M\6"I
MZR9FWC_>Z&_$YV!,^M//R?W)GG*?%?/LE%W,4PWD4_."'T.A
M[+!4M1TT5U8VU;]$EMC'E2RQO=2:JJN8"E5@Q2%NPB/J0BX
M,XZE;UV)C*5IL:E4&\_(EU3U47IT107QK4QWF)JJCZK@C_IDJD^:J$]J(,^H
M3U"?J*%/K&WZI#AOM_H->DHYE7=@J$,T,M$8?:%>1 MH:)+M\")/%=%PV2M,
MK=BS?861/:<*J#RLZ@TXX=#RC3Z
M8TR]H#P''!FL\DI4>>XHBG9%,G2E+R<_MQHMR_Q%L9T@!>04M8C*W%$4[9/5
M(F:S81D&JI&:^;UU@K_*6OQD]8K5;'2MUAJ]@DYN)9W<#[P<<-^)NUV)TLN\
MWY3SE_@"O=S3TFPU77<41?MDUQ'#:'1T'>U35".5XHZB:)^L&NDU>JUUUBAJ
M$?1RCP]_E97XR:H54V_TS$[%O%S%3@LHY^9>35O*)1NXU?!L5>"JHNJIKD=N
M%(6[*B=LY"\'G8:N=U6S,E%243&H ??I*@9#;UCM'FH&=$!5PU]1N$]75?0:
MG6ZS=(]2O?SKRH12MGB81RH_A0Q51)/5]5R*HG!7Y7A)C>VDNA^#0VVD'GL4
MA1NUT='%O>[:2'7\:ZEN:K(:H'HZN7X'*L2C >_D3_(#:FC_ 7>$34Y9UC0"?1H$)]?A4P"Y3JV'H%NXRH0JJ+GM0
M!559!?4:5E/',M5JNR:H:E#55%_5&%:C:V$)ZRH:1;AC7C.&8M"X3DL_1H6/
M+O]UW[1"]:0T>Y2>'JB>CB[_=5=/JN./^@?U3QWQ5W737"WNJ+=G/AH3AXVH
M%V*M:S2&Z\ =1=&N2)V-/='6K'.S!?_H\?^/&Z+7YBP[*T:9U;N*$"HSY;BC
M*-JHS%"9*_CV%@?U%
M;>V9.%Z@^5Z2">_PRM\5L5YWK7*?,!$>&2H,@JUKIE>BL*-
MB5U'%_>Z)Y:B-E*//8K"C=KHZ.)>=VVD.OZU5#7#J#WG9>
MTK]*$XX\N\*SH8ZW#:T4-WHG(7^-V?SDNW8F(VW:]QGAB>9O040HFX-@ZD:K
M)/+Y2\\2@?1\-B(N,C&0T=4>]OL^Y6Q""8,;
M8";29Z;% !L#K P4CGU&M[P,]GKC=UOQ7#^CV
M!P+>+Y0%=*)]CNP ). >GLBT5[B,#1@?(QJ 43!RC_:Y_M%>
MG7 H*)S1*_02?T^*;G'WWWX 6WOO FWLLW  ZZ'?T$",R#/EPJX]T6?B:39]
MH:X_!GL#QIXZ4:,!.SR ;T5(7H=.?PC#<%UX M ,<^;9%[<' 0T"\6B@J ]_
M9Y+S.(1U]IG3X 3B)0MRU^"OY)_[_H@_E+,\:&CTQQCH#SB?DT@E)WC,')AI
M',Y59@!D'&$&G(*E'E9U)J3$$9,\'C"_5H"7/="+0' S +8U-!*F@+#T1L:,
MH6#E1$*V^+<,E@P0(_+DN$XXF;*G3QB;\'?S:V&4\== S6R,%@P!+Y23Y 2/SZ&"2Z%1SB^+9XOQ# 8.F. -@2I#C00)6 .
M 9&$!P% $2"W9G"YYZQIYGX$#-$+%Z9) H##- I*="0P'X .3P:>SRR#;.*+ -N:+7G-E2H/6'H,.I% Q^,EK=\W9^'$!QN'QF9LIBS$C./4X<
M>7X&/03 K)>X%)QB,R _F:U6\]R21^9F)LOAC-5KG7>D#3DE>/G'=A%J'V"B
MQDPVI@J'S)421X"KLWBNPWJ8**#4:K"BA.8#S)KP\7/Y%T(BTKHRI=SAV9G:
M:MVDXMYL&"^)F?/K)\LZ[\PAK+"953?+>4DB/_D1RS]7-ADJ&3:5L-M$8IM9>*OL:02!,2B[HF:MH<#;F#!
MD/I1$'#39VY0NI2[MMQ^)6*A!+,Q3"Q4?RS,)'YK  HF&)!^6LWX3R"ML>+Y
M.:!4^PHW@KR]U6X21H%VN(:!!MH=F?  AAC6+=S*M-O9O<$OF51J%P*2K=;7
M;)$0\K"JWJ1P6XXCD[4(-V9K-A]Q[E*.QP3(9M/J=4(!(#_D2SO!&2,STO^U"$X
MZ4+T8OMUG3\D@GG;K5?^]N6KRJ)_3)5'+ H?:>AL+^S\(P=V(%#[7-MG7Z:XCDDX)0P
M^N+X4>!N@==;M5"S"+3D,&*O)\3!X;\9GYJ]SH?,YQGF>4L:8\NRAC"T*"FT
MN.DMV^*0%^,QF-HAGPO["]#!(Q'(S6));Z,Q3+D^";+EN^U^S%FGL]'
MVF#ZW0AV'L )F// @H_3;#P)HFD^+% >%;'BP;Q\S%[&I(A>&>7#G'AJGJ+&
MR?R)>9-GS[*?1E=,Q)L%B(NLX^C5^SD>[Q*K[UZ]*&++_'9\<+KF
MT B4ACP_B6Z2EXTG:\^_OE7:-61>_7>V;Q/IE0
MMWP_OT \?^7=NDY_SE#+("_]<8&"N?S5HOU+A==;!>LTFNR1\K4H/M\J71.K
MWS+%!\6G*II3+_;2M_IS1\/AUSLGT>%RYH:WF!^#^_O>W=
M=9HU7K.*_.J/5$^ZZ8=-G8DIA-W)V2D([YS;_T>IU+U_3:'<>Q
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M69>J<^JZAP/?*N@NSXL2A:J*D[$E*@L+&?FB%:.LM"+BYDS8I(8
MV=^4/P7U;'J-%Z)U2Z.(0?@H(L\ \:@Q;5Y_%;6S1!1X9D88DJ$_Y!:H#')'
M5L3;3D6(%U,,Q_2;/\[&"QS3FZAZ![:E=6#+Z%3EPF):0$1BFM(UU"#\.U<9
MQ1-X96'JUE08\%[GSRKGX?.RG*6.SG[R-:.SEI7X_YC%6
M%/-(:CE-G?]@-4$5NK?H<',1=W7^1#F9<]8VNC19-I_.*1YH540N.Z.8!%8\
M;#?_D(=^"?LK$]?)9V"*&/"2+7"(\LA0/#%WMWP2JIA/<1718/95EHAPS$]&
M^20@P;W!E%Q.9[)#Q(>(#W<7'^;T'D3AU4&N)OKY"@'!:RML?')Q
MO,K#](;3=T+RQ4#?G\Z63U(XGE_R/(W9-?>>5N1C&9
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M/95#.<1J.[#W,^CC8A;7W(E7[H1+/^=?>\=SVUOS0'.,\G!)+([D@Y*?Y)17+) H:+>*<"1E834!
M4JD"AK/6BNF]8A3C8QH?",L5C6X0Y;.0BS\]%H'90/OI?^?O9Z\7#D+VBXBF
MN*98*K&Y_M1KM:TJ0HG"UB]*B;0"P:X2!^2X)YGH1&4GF<7SS/2"IXM+G'YS2UZ>7:FS=(Y-4SZ5; )G#VZ#0121 GTX_Q
M\O AWLV&$#\IIZ@RKUB3.9D$OBL8.%>XA4(:DTLV%&LDB_FJQ9J%@3#CHRX[
MUVJ%>!"O3$X5\Y;(/OOF,CYL^[.5WVL%X:5YM'R,XRUBX=*LIB4]-I>#Q2U=
MFB6LG-(JX&#?)GZ\LJCT5DM>M)YDAH?FD6^6%>QX?JTM_V((M9Y.EJ:M>C:_
MY^L]JTPCUCLP_^6R?Y+E-_\Y= /_Y1D30L*%6'E1K*9,+KC=W@:[UB^84>^WX6P^QD;OMY[DWSY
M//QBV5_:UA>Q!'8O5W[R/_W&7UA[8K*.STV?O-X[:._]Y-A6I\M9<=:P1]ZS
MXF8Z#S6S,^BU!YLU,_$]'C-\GFV)<9RO.>#QP7W-^I(E!U>43KZ($XC?\V C
M%7=YX[K9.!/KDCU^HY@W-"?)=RQQ8S\?NC\/RZV$IF^^^9-^
MX$\\Y8_Z=?:%.J"]B2+O8Q3'/H^V;L*3DZ-'(-H6>%JV\Q1$2TT\+QH418'S
M(C%N>Y;OR'*/_9P5^]UAQ'7=M%L\UW.:
M\M@'\<-M/(AI/>9)UK?E@2?YOY:9?\<42T]('?SKM_N^>
MYJ\T8!>-+6";-]:NN+%G(IZ\GYIN>\1/8DS*%_Z+Q%TDA32X$;D7[ZSS,DO1
M+I*/'>1*6,)=)S%E_G6M)LYXSY=)I4;,XC
MN@;_EKUX"I'WBE\;_*+EOF9K'K*X$RU+0^(^_K>';]IZV)"%<98,.1\&W^5[
MJ='@9U%A2HY#-Q!IZ17_V,W9+F/>Y_DF:/V
M?)L@2C+.I,456?)NL:_/@Y_F3V55:!YN
M+U6(BHRBV#YVH5B7N\&NZ-:/+2T]4$::_;[4V/,=;"8)>SE[\6I6TS$Y[YD_
MOKK=P-5DYIZ35_*BT4IC>[V64_4)Q1(_)9Y;'P?R4
MX\S:1M>T'CI<[G8K-V<-D>]2FO($1J4E%6/M6
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MRNUC[SW0,\R6J6-@MTU^(TOFF[]Z(%83W.RCOD$1*R!6D$#X:3F21 @R9TS%]@K?F;Q94ZQ0N=8CC:6UW'1!1L-4
M'L;U3*-K]Y\8QA5OG[CQ/)G]DQ\*M;SONF4Y/]9%%GWYMZ!_Y),,[GN2_ 9^
MR >VE1T=YQLHDK)'E^ZWI'\XR1Y__>1+[XKB)J-S[-*$!>]JQ
M#FL:=$]$O5$T_H"#KMZCDJWZE=DP==T>K^NW.C_/QMPUA4CZP0]YLWP:'(?Y
M5M?BGLM-Q9:L3]R2=>V(V^VT[(Y^M6A]4G2[975AGRUEZ$![JWI(N^4 ;?@V
MT ;:8!(IT*Y"1]4TI%Q*A\7I&"Q&D-EIR<'\%W!_X@WXT
MQ1_Q+.)96 P#2K/PUW] >3B>_=[4@T?P4]'DP9OG;3!
M(UP6<,L!=V,98M W;'N'<>$F@XWPT@
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MK:X[U89]'W7W98?FRR_^<^A&_@OS]T1\[* ?1Z^
M_ROST^E'EHXB[SB\9DDZ9F%ZGHTY-OQ6W@<_I*'KT^ X' I84C\*W]* ?\;.
M1XRE%P+H"V[0MT'D?OWI'_]'R'\VO\-QZ$9C=I[2E(DOK]Z$N/R)^9LS-GR]
M]RZ+\U]\L?C_Q('$7RZB+Y;]I5V\V_M)//PR$/SUJOF+?B-\H'Q?=(,5=KGU
MP[)KFN:/>S/D[YE[^?MD0MW9^_+W97_CG2F@DX2]G+UX55R8
M\"NW^,5?W6[@JIL]-<]RNJU.7_YI-CL;3S?HN=6,P%9K8,(^V]* S)8#M+<6
M7<*W@;:F:%M6JPNTX=M &VAOS"0#&VC+499"NH1T267[(%U2%VWX-M#6%6VD
M2_!MH VTD2Y)@S;2I>\:8ZE6[;(P93$2*,DMMCNRX@^13"B'N[?W /)FR]20
MN)[65RJ> /L_1F/R/O281]XQ-Y_O2MJ6\:1N(RL/RCZ+JO&TIY6!Y!>.ZH![
MS?D654Z.-2VGFGFQFGKO'1@E=6?@O_.7!:;*/=65+O!=S*"T1*
MDL6#.YC7E_GHO:IV@R3VP0/5BGU#8G;-PJR6'8?7DA'L]5Q[U;'Z9VWR))^)
MZB6PMM4W!OT'-\J$T\LW C<1;M4X9FU&)9^):N88TWG,6D,X/3A&!KC5XY@U
MB9A\)JHY$7,AGF7T+ N1
MBBI>"[21SFR;(SJV,>@[X A5O!9H(YO9-D>T;:/?5RV9D7T2:+79S+%87,:2
M=%:142.!D=U&FF4PZDW4W7=X>-*3KB(#OP7<N?U$9I-9?0T\,^832TD0)4JL[VF@>918U%.;7>HN''>-;AURK)18
M:C*X-A1Q^5FE\F4\JK)*Q[#:;9 *2$5ZQ%4@E8K7[:A**I9E].W>XY*IXBU.
M(*SO!,)[SP=<>PAADOK\I\S[+6'#+#CQ^7T^#]\D"4N3)APLN-RB@=/JK)#7
M [D_[_:W:,&V!SR%625#TA5=^Q&,2&;_%,U8ZG]_9MQ*PVGQ4?GFI2]J?0>^
MQZ(KWAE'C^X3YK,)U9I;Z(31A(VBP"-^67'<+$U?@Z39:YG/1?)IFW95#]SP4>/3]\4\S;WX;>8'XOF2?.*O/Y[$/-(3
MM%F;,^_ 'KOM"\X=))]Z!9)&=P?3IUZD8V[>CBFC\=,[X :!_U.!OR_V;[3WQ2P0V4$9
MRD0QR?(\@03^<%>^AZ#F/H-]R.+03[.8&63H?Q,OBO"&\6QR(J@5L8U>L8TE
M0VP#9>=)RLYC1)=U:LV'3'3HCSR['&?C,]Z9:9#\%O*.]2D*CVCHO/*]_J'"(
MA=UJ=V"LQQFKXMEEG587T%<-_1/C9C49S*[>-&H=O2,[:^W:0 UC*F7@EI6=
M*BVD/]<<,LL$XE0X-7A,.U-J1GRRV6?[0M";,7^>I^EJ]?&F1'L'R]#9JK:U
M;5K=;?&F!J;7V=;MLP[<$VMN36-3N5G,9Z
M:H1_NEE2L^A/#3*SVT;7>? ,$Y"9LF36!YF!S*0T3^5DUN[81L_I@LSDZ (U
MD-D 9 8RD](\E9.9W3<-R][**;P@LUV0F7UW=AK(#&0F@WFJ)[/VP#![RFIF
MLA5R9&0S*Y]++0Z]8W0H5F2HP6[:F58S>JO%/I7SV\"TC8ZYPV!-PL*+,IU 
MSBENL*C&M*@67+5;S@C0P^J.N:[B%(:*!#DR6--+:=\2&F9ZA-8
MH^M8AMEY:J6T>(O5?X];_;?1(KYUJP+/& W>)V+/I],XXC]+?9:<1X'W)O3>
M<2RBA'FK&T'M:"7@SKC_4=1R4WCB)0=N;>_QF!L52+W,A+46OB5@>HQ72?WX
M:W:=.(K&$QI.B5^R\AD[G;$RV+Q!_$UL:B8, Z5
M1]XQEXTO64S:ED$$7,]9]BS^]M+GO<5WUS9YWQ/+0>.$_XK?/\H2&GK)BV?<
M:/6R+[=DV@WHL%XV5'X!K]E3XAC0IP9:3W08I=0"VVKU&G:N\0YS?Z"]U3U]
MNW+7QS1#NP>TMXBVU;+!)%M$NZ=A8",KVF"2;:)MMSKP;3")EFB#21"3Z(LV
MF 1,HB?:5JL+)I%D0@147:BZ\EL;]:R?+VA6*A9^3"@:4*F3%?1,T-3!GXP5<5,]8EM=E1QD_1G97H)
M2 HD!9)")"5U+P%)@:2:"S_4<*CA.S1&M>-SL?^1+W;M@? M;5&[
M:BKZ)XF&->0*B)8JMM/Y7QF-H8]K&-@*="43C3U
M-HJ^(IC2K9N I?+#]/"-Y\4LJ2$QA(TVM=%)Y-)Z*E%UJ/4RV&:7>4O@724M-03[AIN*?&"J
M3,-2SE*:)9G 'TRU0Z;B49K+F*>(;*^1#*60I,
MU5S\P515,]7/U _)?A E:XY[A("OOX OT2GUTHN0IG5H.8>W#JRM42"&;1YO
M&ZOC6.0C2^-HPE%+:4C>7&^MV@)#/=Y0?[ D)>_8)!WRYS3RV_S*XH1-MR7M
MRV>LQX'?6Q\J[4Q*E9WG4.[MT5U%Z9YO+AKDN/08Q/&_Q6ZC+P-KFM8
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MHP!CT*IJGTCQE%NS0%+2;R0Z.8]A.
M96N,$3N '?1$NYGL8'>,GEW9!'A(J9!2-=&#S-ZAC3FN4IK&MDQRQ+^SS5UE
M89Y'F^=D&GJC+$Y2"*D04B4#S[8,VT0R)%6X@V1(/K0;2@\\&>I65&9IGI"*
M*:Y*FP]TLW5EELV(K^4!S;+&Z9J>QRPKW$UEB+YA577L3@T:K>P>"Y%6;?N!<;;..'UC
MT)-W5R0X+/A!$K@;R@\#PW*@U$KEK_4IM?(=2/=4:XA8[J"\1!C%8QI49Z '
M(LC\R[>LN 5U4'V;2 =SU1>LX!'G7R1'@!IEH ?=:
M:1=P@TRT@!MD@LA$9[A!)B 37>&&QBN[QKN!,5J. C6B:N< 7$0I#1(%9GHJ
M81OIU%P OF4]5T; JRZ95K3&MNJ"LSKX#4RC;4DZ*07=?LO34I0 O-J@XX<:
M9A,VEDVL3M^P'4GW/6B@<^\/7R@P6;:!A@'K5#EMKF,,!@AA$,(H SC(1%HR
M<=J&7=7AI!!H91=HU2].8!*N>C:3="P&W!*(MH ;U6DMX,94E]WG48 ;9*(%
MW)B$"S+1%VZ0"2(3G>$&F8!,=(4;&N]6-5[^C,F$)=PL@DCB8L3GW^#&F4
M?R-@(4>4MXDD-/63(753/PI)-"1^FI!Q%*=7](I_+:+\PTMN?"K^+GZ>(LNMB9DK[.41_EN??^3'8\;Q<$<<6R9N\8/MM.S9;XF7
MQ>*"HE531F,B6N:1=\QEXTO>Q+9E$-NTVH0FO&V$):D_IFG^H#3-?^72.)Z*
M2W OS?(;B$^7GGE,I]QC4G+)\K;Q7D4O _Y%_D)\U8]Y2U/?]2?Y=4=1(/R$
M\%_[D9>T:IG7 2J3NUREO#&:5ZU2WF22!EY >_>U*J"]S1P.:&]3#P+:BDSX
M ]I@$EG0;MY1C6"2IJ -)D%,HB_:8!(PB9YH0]6M1=4MW@K%?BX@>O[U\E_7
M-7MI#C![%_9#7(,I?+09LHI?-'G]3T
MJ/=ZZ'9QR']X4[CI911X2U>RYD_HB;)27H9ZF8GBU0)!V[0Z,F!7'S8+*(K]
M>Y:J;0G'*R]X#:. =T51N8J&0]]=J8 ]KL;6N7O@S\,M$W][Z8NJH+NVK?L>
M;Q>-$U%K3$=1EM#02UX\XT:KEWWY"(-SFEBE:,LT?]R;W3&G%.*R("@I\?6>
MN9>_3R;4G;TO?U_:W17/,DG8R]F+5\6%N4W-%K_XJ\*U"H)?I,&>'"/XL8VPP.*\9CL]I
M'9H&I%<(W;JBK2GE2),@_)-$PQHR! 1-M5KM_*^,QE#'$>PJ ;^L:(.DZB4I
M'NPFT,?!42K +RO:X*A:.>IM%'U%& 6*4@%^6=$&1=4\%XJWXF_FU4)3Z"F E.I#;.OBU1K$8MGF\;6R;G$^#:QJ2/^@4!I+/0*PE72V.O43EZ;TANY$%);.
M4%4/WQ5E!&HLIJL\I^J;1MLQ:TRJI(.P63F5\O#+BG8S^<+AN5*GHBH&7%>W&LD6M2WZD Q!LH13\LJ+=3+;H=R'&
MRN2K$&,ET(\@QDIK&J<-,58MBT&,A1@K,WA.S[#-.M<<2H<@$B:EX)<5[6;2
M1=>P!Q7)*Q!CP19@"ZG0KH$MVA65;A!;@"W %E*A73E;5):&P%X;3AO(*NI 5?EG1;B9=6*8Q:/<178 N
M)(5?5K0;2A==HVM6MHT)_!7RJR;JD=D];)N07V4T3<>RR4?>_)3\EXTO T;>
M7+,P8]@C5DIK?8SBV$_(1703)B-_@HFP$&3E J_3P=
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M9=XUS'K75,DR0@0Z*"\11O&8!M49ZP'I*?_R+8MN00I4WV:RT'!*7/[?@*7,(RG_-*$!(]%0O$X8F<31A,6ISQ]^&,6$3O@'W_PQ
M35DP)3_8MD4X/($?A49^F=A/^&6BX4OR@S6P6\[LK[PEQ*7)B#RIW6O.*E]]
MBF$Q$2\^R^;)JF@N=/B4:;D9TYQD[R+_/.;
M;5J#5PG97[P]>C7_Q?LP]<6C+_[X[M4+DK#0%U"$'IG0V#^8T"3)"/LK\_FU
MQ:?C*$ZOZ!4C0]ZHT.5N\&J.=9()#A:-Y3B5O\D["TO21*#$J#LJX5\&GP^%
M'KGQTQ&'<>*G-"#4=3E3\Q_1JZN87?&G#Z^X17A .@/]5=Z:V9WOMG7EOD/_
MFGWOOBMWZ+7:LQNT-O7"I4UZU"K_8"JXYK#^T5WP[
MB!*!CAOQ'[26Z'?^2G2X21:[(YJP.%G;P6C,2!:Z49C'/7E;_HQX,\@U9YDL
M+KK@F']ZR=(;QL*\Z3/SBC:)]W><][NMN=>/;_BSD9BY3+@%)99#>"M=WHX"
MEY [8,Q;*)XC9KQQX6H7.CX[6^TT="B.LBM,]3W$;]_3G-^37V[V@!Q]_BWN
M6VGL7V;YJ%XPBP@CBDM<\LM/ C\5U^5?GJ[@=0>?.7(EDDMX/8VMUFT5P1CY
M%'&8.B_)<7C-O6G,PJ*__;9JZ%]S0_]>&KK*CG7,O;/?\5]EUQ@YKGSZ]W;"XV5WT1AD/\PN@KY)X*OHSC]>S-;1H$#8<"D2O6=Z.
M82#>\.\75^%(\,=_X(D(;]S?+([6]L]UKTC#8KDUN]_H&GNE'<:UY_DUQWQ>$%[[>LTK._:ZLLIQSDN4W_SET __EN3MB7A:PS\,S
M1H/W2?_O%_A/QG]2+GS.5T
MZ[UCE^GJE\5 ()S]C U?[[W+XCQB_F+Q_W$?<;Y<1%\L^TN[>+?WDVCG<<@AG05#VL]=[YE[^/IE0=_:^_'TI
M8/#$(*"3A+VWKG=P%6/>.H&='9'R]T;]5G(Z%0\;TLS^U0_
M%QJ]86MH]UL=#;=)EA5M[ML-.QAGMVNVNN!M^+:.:%MFJX-1$KX-M($VF$0=
MM+EO=S0\Q4A6M/LM$[Z]Q7C;02ZYO86'$!4A*FIK'XB*"J.MIZBHT%XYR)^@
M,NJ)-GP;V@"('/ #?G"-"F@O.;N8:\QB6?&',@EE4ENTH4Q"F53%&% FY;8/
ME$F%T88RN;R:H?^1H&W=*W^K*GO9TN7JF.)!/=%Q#ZE"'J-%PRYVPD#]O/5E>TSJ99I*(#'#+I(F)V7:
MJ)SU-!-)@#_\7U*XZYBD4=LVO,NDO&:OQP>'@OZZ?K!^SV_3RGTQIR*TBO>DNODAMC
MTXZSVD\^<],&4?25')!S/V7D^/CXG<'_=62(EV^*+7W%/VJ(KY+;#C/*FH(V
M9I3MVMDQ;49EM5,"M.'LJ]WD0(U9HQ(82=8N =442D93G!U*1M7\OW38+H8"D),2\&^O=_Q0?9=0
MA,(JGW7:-LQ.3]IYIQ)XM3*D CU5@1P,JBM45VV&8.@R@W3(
M^32XIJ%!;/ZW(_YSS#!5H#-!494/;2BJNW;VAF5HT$KA[%K!+RG:B@@-<'; 
M#_C!-3*BK9"S0Q&%(MI4^*%U0NO41NMTR%OF?F4QV72N3- IK.!BP@5HJIH4V!6T]
M95%9T496!7U35[3AVU ,-$4;O@VT=44;3((9G-JBK:A+VJC+_:6
M5<7%JG-BF^0/FK+XVN
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M0E;X)46[H731'A@=&S,3=: +R)?5STP4BZXA7\I+[9 E)PZ2-2WOCM:QS!-E&9T2-3UA%]2M$$7T/74I@OH>A4'@99Y: Z@
MZ\E,[=#U),AH?Z>Q'V4)V?=?+%ENS2NL+Y;/>*=QQGMC*M: 'X=)%M/099B4
M*"WA85+B/;%LJ]W&@CPI6 4BIW;I1?.Z!-2(K1_YU6D;CH59B> +6>&7%.W&
M\H5C.$X/\J4&? 'YLH95UU')-\I'Y(SM,:C@F!0+FA
M>?Y@EXF8+RHV/\1,1+6&H&(FHMUJ8]]#^3H6-#KM8NCF=0GDW%O/N4UCT*XL
MY=;17T$7H O0Q8PN#*NZ\X\T%^C54K>>W#M@DE3^8A
M $J>!!FMW9X)>3%C*;0\Z0STZ^G'*+ZB(;8^E)O-,,OP^P&MPT=,I+]2T D4
M3$@22L O*=H-E23LON%T*MO+3$=_!5V +D 7,[H8&+:%)=(ZT 64R:J5R4%^
M*',?RJ2TU YE4H),]1<:\R=,?(^1TX#^34D-$Z*@3FYHI(L1(Y^B.!W=,#'C
M,"0?LS2C 3GQAU@2+2_!0:R\;TETOX,ET5*P"\1*[=*)YG4)J ];5Q^LGM%K
M=\'AX M)X9<4[:;RA6T93A3--0NS&E8\0_#5T"\L.V&;QC&7UG  H'74@*OZ1H-Y4N;*/3JVSO7:B54"NA5D*M
MA%HIMS&J[2>G-/Y*SO_*:(PIE?)9YP\6! GYP&\=D;4O?< O9E:VFR'0]')\=O/9_^V6OV>78^RW+!$ U)=X[K0?E!#":V!70\$N*-N@"DI[:= %)KVI)KW-HF9#T9*9V2'H2
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MX+_%Z![:YQ:US]UME==R)*DA;*]DJEZ
M-B(L )E-"IFM>"O4G#GI>_[U\E_7-5L,(0?EDUN6\^.R&_V9):D_G!8?E6]>
M^F+"WH'OL>B*,^3H6:/:)M/TYH\ZD>71K'H?C1OQ]E!L_K@WLW%N<.*R("@=
M]O6>N9>_3R;4G;TO?U]V#.[U 9TD[.7LQ:OBPL022BL?GPH0B^ZWZJ /3&/E
MO?EV;W<:M\NHK!-6[QIGT,%&1;N8[8UN@FZR>^-4.1RB6\G2K:I5$O;I"W2F
M;7>F:DUXQH8!<].$L.&0_]>_9B2F*2/1D'CL,C7X3]T@$P_+WP]9'#./#/V0
MAB)Z)&Z4I(G!_S.>Q'["_\1_EHY8_GG^FL5C_N64_R6-&4VR>$J"R/U*Z%7,
MV)B%_,;[_I#0G?EYAGEV=X_B5N\*!^"]+"?4$:N*WX@[4_2OS
M1:/R'R\*U6E,PX2ZR]>A":&32>"[(BA^VOE]H)J=4\TEJ$9QJOD^*CA!7S3PQR,_+Y]T?4(WFS&6<5P4X)_W=X
M)0AH&$=CDA_M2"9!EI [/O+$-MHMQ]ST&B2--FY'NXIV3%@L5E!RYDO)A,8&
MR1*!&7?+.+KAKQ+"R7')!/]*2!8FS,T$G\;L.@JN)3E\SAM:>K?C#>*68(W
M?CJZEY\W)3++Y/YFWMU@; >\; U:'6?SIK26LMSYJW/&R*>(Q][ME^2,">8F
M%XLH-B$'Y!V_-FH,E<$_PNYX@H=!:$SCAJFI,0;Z#+1*)/6,+9]2:G'WY?>DW](*]CWPE3
MQ3MV72J!O*TT"_C+6%CR8$*GN4:X1&C?;=1LX7B/;OB(3C=.]ZI3^@D/'&B8)@=^R*TQ'O,08J[+
ME>'2$0\R>%ARE.^L. _ 'HID\@__^8T'/8-7"?FAVVF9A(,=B" EYT67!S=^
M(E3"0BR4")-E!#8WU@^6:6_BZ6?*R[HSH7<;K6-K>[E9E\S/[^FX;\6X75]TNSC^DW?YR-%Y$#3\3$
M#%V1F;JX2V/;RS @PKX;1G@
M!]6'$<]5\F$^5U72J'P83BS)0H%AL1]YR;+2<+]>G(B8X9I'7ODE-GV@=!2S
MC4UUS\S>'?A-4:!=2#@35.M4U&Q&R-0TR-06DUI7YB>4DUKYS:F0?OV_Z:PB
M];TYKE6,2E:KW=T\=R@C'&A%JC&*#T91G%$>4__?M'\GHIZU.4DLBO_D=DB8
M3[WW#))DEW]R0T+LMQH)ZF^.U^ .I1
MW(32R4MFR[(ED9>*MYML-A5&\9@&CS6G9=>\?]0JFOR>K_>L J_OP[3\V&3Y
MS7\.W>Z.F)<%[//PO%AQ^8Y=IA<"LPONX&_%*OF?_O%_A/SG]I=%K?*W
MV3)-L5XH6?V5",)%'SECP]=[[[(X=[XO%O^?*()^N8B^6/:7=O%N[R?1L.5&
M+NTG=7N?I_)]00 K'7C+O1=;:MV_AY[CM 95GVDMP5APGW?(NEW0=_?YK'13
MVG;%NP,#;3"))&B#2;:*]J#5TU"M
MD15MN^7 MRM ^XE",Y)3)*?:V0?)J;IH:QI2*G.VAY[4L@2_F]=QI<5?S_Q5
M&?SUIQ^Y\=>??^2F?SV37F7@US,+E@!^I,6[&!N0*#5P
M=_8>0-YLF1KZ^=.8:7GVD?GLR8/6O''+FU. FM09ZA'H/A+^JCO,^_E4VQJZ
M"R+CAD7&,IS(K&(@O&;I2 U#C5;6>?;0LA;KRF-@8+U5N;8.N(L_E==\Y*!L
MK1T@]OC];V(Z>;U7_#='5ZP36" K650J@_M*,,[NK/P#_,$G3^>3SE/YI#EQ
MARK.7$>.JQS^52>Y9V+QZ+[U0HT45SESJ9;CK@=8)0EBFYW':?7-9Y_,M[@,
M*5;8DOD2V_Q,OL0@7O;LW2065_^5AAF-IT0"OS?35!Q^L
MHC"K]+M@%858Y0E9OWSX5^[!(KEXLO\^(1.7#T*EA).[:9^*56D)K+A-H_&.
M4'?"?M^AJ<^>LE7F[CT%*NF2>Y1<63>@5J?NI4+,8'<&1J=36]0K'8 :!+V/
M3:65QW[W4(,J;E&%Y=0FNTD'H 94H?+,[^K]EZ?'[1K38^D01':,[+A>H_5:
M/4?ZR(@1YNXJS+7M'L)<=<)<9,2@BEU1A6D]
M.:< 54CFOTW-B/LM42%"1HR,&!EQ14;KU%\OKB CGL1^0*R^2(C7',>%A%C*
MT L),:+VV OFP[#ZD4T(,K)7?+*CZ.+=G&DY;
MTAJQ# XK8:"[G9Q8!O!WCS788H4MN@-CT)9TXK0,#BLA6RB]GUCE'MQN.1(7
MBI5S85T38_47B%=&/ ]8L9=-FM[H!7W4FVMEFKC(:I7)*V#+O;-_J=)\]+;ABE2#!.;Y#T
MZF !<(S*'-,S>N 873BFZOHM++#K\B\L\-U\N'A++P,V'PL\_WKYK^N>XR&Q
M8>DY_\R2U!].BX_*-R]]<4S]@>^QZ(K3Z.BQH]]@>?#;I'HZ?_+) T]*9O]8
M_9GY_)#;(GU)#O*/'N.D4L.T^-U@YE3KSFU[_"5NM>3>1B\#*ORJ +[HU;?Z
M%QFT!@M[E-9]?BOSWQ^';I!YO$7IB!$W2E(2#0F'?.R'-&4>26-&DRR>DB!R
MOQ)Z%3,VYDU-R+X_)#2O$_%NK<^>G>JQ _J 
M"GK[Z1__1\A_5G_U6^A&81XW"3K\->)@_LZQYU>X]6/.PO[>+=WD^BHTR&.]@$X2]G+VXE5Q89YXFRU^
M\3N$L.H23RTLM =R+[BV^#-7+&:L7GD>XZHP6Z[;:LN\6E,J8U6<$79;CLQ[
MF.@,?:]E OK=0&^U^A@==@4]O'YGT$N]JX?.T/< _>Z\O@VN!_0-@QZ$LS/H
MS58/7@_H&P:]TW)DWKQ8;^B14NT(^DZN70-Z!)?-@KX'KZ\:^EOSA[0L>PVJ
MMXQ:^T)(7NG:M7V:5=S2#&W)ZUF:H2UY"4L[M'7T;0EF36M1N=(=?LG%9-WA
MESS3!?R '^2C*_R2EU0 /^#?"'[^5,F$P^:PM2;B%PFUG0\=ME&]XD+
MYHLVE\M$ER[4G37T-(XF+$ZGY!V[3&O0WB17K97)F"%4:R%4SXG/;CSQ/6G/
M\,IY[U,VOF0QB88PH\IF+%=U_JN>+=<@/T)^U!=^!.&R!.%'-(ZG8NWY[S3(
M6 U4AH06>H+.\(/*9*&R-XG8=>8=7[>M?-\/!\H"E(4&&P/*@ERC4:T,
M.*%Q*C;6(K^%?OJ\Q!3&E,28[X=#YJ;^=1U!.?0%Z O-A1\S#&HEKN4(O!;N
MPO0-CN6LT5!>5K7@L2A@L
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M,08 !9=NTIDUKA+WD'0!2Z'E#Z]VMB9+@< RS&<[D#:95N2>[QT:H76:(-?E.27
M7J\B?M%S(R]9^:5Y:*O&+VKLK%8OOPP<@U^V&G[!5FFU=@'3.32M0ZM?0T]8
M6SJ3SG(URYFM >)X%?I!/=(.*F>HG&D9.2T*9N1C%%(W(K]$@6AYLE1 R_^P
MKGR&0EK](X]CMU%(4V#@02&M3IVC554:@D*:_-&6"@XO?[2%0II\:$.T3E\-
MVI7-B= QDY;5=8$VB&++TZ<,JVNAN*6>\P+MG2_MD@[MFA/$+BI5J@@EIBTJ
M5;:%2E5-E2H+E2H5^@$J5?*.O*A422?8@3*5
MO*$6RE3RH:V&^JSL&$P6]CJHA9ETS-ME[2M &\RTW3"S6]'.&BC3H"BF*]IJ
M%,40P: "IY_UU*C"*6L]I RUF Q;,ZH?&Z!L)YWT>AIGHG)'3J,X)I7L;*LMG)%NXN2G0(#/DIV-:ZN
M-%&RDW+<0,E.WC +)3OYT%9#&%=V#$;)3J.^ K3!3& FE*WDZRM &T7"+2? 
M/.->N:&*-GO&E-/T "^?D'7A1@9-.29TOG%NL
MAYLMF".'Y"-+XV@2!7Y*0U%\ZYCDE,9?U^[QZ+T@^^P%03FNGCT,VA6%82C'
MH1RG:A^P>4J&V&J)WS=*2T:MJ[VH],VI9G1=H@RJV
MO*3-,&V<8Z:@\P)M%*RV+-,[QJ!?D5"/@E6M2>/^L(ZI^VK4JF"T!H246
ML&$:Y2WIE,G/W-!!%'TE9[Y8/_;K[\0^.FR_G>\)>3%BY&A$DWQIV>J7UQ:Y
ML-RLIL"MW:MH,W_4MU#?4K0/8+F9I*,(ZEOR!EVH;\F'-D1K<3Z1V<91"PHZ
M+] &56R;*AR[@_J6>LX+M%'?VO9Y[T:WJAU>4=^J=T&6=6AW#ZTNBERJ6>[D
MW_E$8]2Y%+,;EG[)+J3M7SVM?H**FG0FG&W9F._*>$.#K^3GQ0EK^8<7,77O
M;M6XKIR&PMH6"FL6]G%48?!"80U'KS5N,$%A3751!H4UJ.7:C,'8QU&CO@*T
MP4S;#3,'CH,JGGJN"[11Q=LN4?0&1GM0T>)W5/'JK>+U#BWGT+8:6\6K>6EW
MA<*,CN&>-/T M379M;3]$6IKBIOP?3"F?T;DM_B2AN2,A>R&!N1-DD2N3U.6
ME.>AD1,_Y)<*R2\TYO"0_;>!=T7>Y#0J_CEZ@0K;5BML5:5]J+"APJ9H'^AA
M9T8I1Q04V%372U!@@XRMS1", IM&?05H@YG 3*@QR==7@#8J>ML^FJ!O6#@I
M30FJ-]OBI+0V3DJKIRMT4-)3HQ^@I">[>K?OHZ2GN F/XFF2TH#\$F4)(V\F
M-$['+$P3LR2-XJ0LZJU\<6T![T\4\.J:CM5' 4^! 0L%/"R1:]P @@J>
MZOH(*GC0R;=,YGW#LBK:44[/)%Q6[P7:X(HM\Q
M\I$F*8O)432>T'"ZV.)Q_@6QP://O_&9@W% \C5H2XR(A6=;",=ZV-I1A2$(
M=:L:X[!^RZYH^27J5O+'72HXO/QQ%^I6\J&MAA:M[!B,E6<:]16@#6;:@LX+
MM%'%V_*>0*;1[EY2"05\UNJ.+)KMOM
M!ZCB*6Y"4<(+:.@=KI;Q3FF^&!E_)T7?J=F1_C-I=3:N/
MNA6=XHO:'6IWBO8!U.XD'4!0NU-=B$'M#@KYMA7R;J^BS;#US,%E=5Z@#:K8
M-E7TJXK[4-Y!,4U7M-4HIBF;V=<\(PBENUJM5X?)4+-3SF1Z!J]/,MENF
ME=ZPG:5$QJB[B/8SY0\>?'Q\O3$U0,*NG8&95=-0 
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MG0YR4N'1%&R6N]%7;-$R4N)102LR^*''5LK(*
M)2[>$UH]E+A4Z Y..T\I:D?
MA>0BN@E'49:P.L1[%+#X>%35D2$H8*& I6@?<' *FIS# PI8JHL?*&!!E=ZR
M*MTU[&YE6_3JF&++ZKU &URQ9:X8&.VJ-N! 404E+%W11@DK?669IM%##4L)
ML<3LYI9VUB3-4 ]JY[YORUK@!EC*G0$%+1D5[CV8Q2T%#?A692PGRE_X)!\C$+J
M1HL=!\_SNM8X(B;
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M+!#G@[U)DLCU:]G$?50+ZLG$&P/C!Y.!E-B7$+!# 6S9@T2*)BI
M+K:@8 85?,MD;O0'*)@IZ+Q &U2Q;:KHVA51!4HX*)CIBC8*9D*N,IQ.1<5U
M%,SJ+9CU#DWKT&XWMF!6;T^P6WVGR]5HLCQ
M\3$Y),4.B FA*3F*ITE* W)"OS9W2\2:HRRS:[0[#JI1"@POJ$;5-8W7:MD5
M=0%4H^0/J%1P>/D#*E2CY$,;$C//E@U[4!F9ZY@NR^J\0!M4L>7DQQ@,L'Q+
M0><%VJA&;92B5H50FFX50*FL*VFKHW\H.P#6+6GJFV[+V%: -9@(SH30E7U\!VB@$
M;GEMFF4X54T616FN5J8W!X?\_W&TF'J6._EW#T>+*6@W+(.372;<3U\\R48H
M"$IGPO^R:9+RYSLX96%(]MVG&13UOL?/#NUW;*-?U1;ZJ/BAX@>;K0Y&61W<
MU;RZXFZU81V[B+QHZZ@-RXHVE'B5E7@]\
M*[;=,RS+0I%0 :K?OZY#@T!]4$&CZ1G"8@U?P\9IE.SD+=E=Q/YY2E,JXZA0U*HW2_^&HA:,
MIG%,B:)6P\9I%+7D*VJ=_GSP\>AG5'QVQ,&7QDI'GK_:G
M6+563YC6[SLXT$V1$;_!!3 HWQ@,$EG_YEL6:6/22O[.@(J; R*!&<4L79V]>[0O+LIJ#M@IJJ2YH
MJZ%-:SMLZIG/ FV@#6I!W:9!S@ZT4273%VT=\Q]EB!R%*@2-388?)2>4G'9F
MC U*Y/E/;XJ674:!=V_-/.^/'G.CF*9^%+[DC\CB1:'JF)-H1D),"-<7:@#6II#+6@:@*T=44;-2K4J!I#Y*A1
M(6AL,ORH4:%&M3-CU+F,\S2@?U/R^_'Q<7'TKOB''/\_\B9)(M>G*4L6FPO^
M3EW*;Q70T"/[$QI_Y0](H@DK2EI)'>M!U:A?U7ZVEHVM!:L<2^KL4-A:$%L+
M-FL(P=:"\D9<*'?)A[8:FG2]9-XQ3,?!SH+J.2_0!E5LG2IL&QL+JN>\0!OE
M*&W2>K*PUT$-^0[*6[5:KPZ3H22FG,GT#%Y11FM80( RFG0:Z%F4,%$7._P4
MQ>F(G+&4^L&BXH<%70E-RRK]"CL<3%OLT6++ZXHRN2Y32:CJ@W31Z
MG8IT)]314$=3L0_8J*/).8:@CB9OR(4ZFGQH0QP7<%VJ"*;5-%
MWZZ(*E#901U-5[111T,=#=9#'0TF:UKPBCI:PP("U-&DTT#/HRP=D5.?Q:)2
M]@N-^=,GOL?((?EE2M.4G+$K%KI3\BN+$S8E1WXZ)5%(TA$COV1>PE^B=%9/
MZ -A@)C(32E#Q]!&BC$+C=A+?;-GH=JYJ,%Z6YFAF^EE4#J,ZI:#4]8U<4
MZ!HV4*- )YW2>I[2\9 _,#G_2$Y.CL@A.6>A'\7D(_O[;QKR:Y"3B(9KE[51
MM[GKVI0=H<)#6HO14 14SF@H ::O^B@!RCDPH00H;QR'$J!\:$-P5WF>NYX)
MOJQ]!6B#F -DJ"8"84("6P'M8&PF3:QLHH/38L()"U])A$@>^1
MLD]+:(TZZ>IS.F(QV:>>(F5$V6VU2YZJH0 (N+=:N@/<6RWM >ZMUND ]U8+
M=8![JWIX'7#7O7M=I]N3=J-+N"_@E@1NL 7':V!6Q!4UU%?@O(!;$KAKJ&?)
M +4\T,-\D!%4?LFDBXB ;-(M
MO0S8?#CV_.OEOS[@.7]F2>H/I\5'Y9N7?IAR*'V/15=\;!J]$J'!08E4&,5C
M&CPV_N@MQQ\/!1_Y-V]!,8LTY@\[D>?AK'H?CAMRM2-9?##9F]DY-SIQ61"4
M3OMZS]S+WR<3ZL[>E[\O.P?W_(!.$O9R]N)5<6'"KYR/5 6,12]<==('RJ>\
M5Z\9^V1>@MYKV3LM9&_@+I6P\L!I#63>>F;7]JEKH@%Z"GJ*7O9!3ZG1$M^+
MI1[1,18_[,)#:?_2@@;#IF;
M^M>,1#>0M8@GO]KXXH=Q/R#4G@4ST=?Y/
MD@D8_9"F3/"'S[\VH7'*?\POPCEGR.*8><2E$S_EM')) QJZ_*>AMTQ$A%\U
MC%+"ODTX>?'O\TN-F3B(X6J8!<$TOZ;O^A-Q&[\X*+UL!;^-2Y,1$4%-,OM;
MR&A,>+/'("'%2,@%"369A,X9$Z&'FR4)#SQ$=SYCKHA-+F(:)M0MPI%A%/#>
MSI]X3DG#*$HY@2#H4*V_>^CO3>[O%R/^L%>C?-#^,^+MF WKQDIX0(,D$B$)
MST3NFOR)M[3LEK/I-D9]
M'G=E?B!BD#;8]^>#-\/@W>S!>P>*02E""@U2O(VR-$GY
MW\38-OMJS,;4%]H!B<3P(?("LK\I7?TPZ&T^OM%<.WW'4YKQ)8M)VS*(;5K.
M"R-_/(@@,O?#+?+J$+S:9%X]G<5K'KM,YZSF1F'B)WGUY279]WG43H*(A@;)
MI_SPMO)G^9NSQN4T[_T?68$N^E%S]DD+08!V[0WANX5=PCA$=S2
MXX@/$G_G4\CNI(IY4EBG+UB&9?7J\(63X[>?S\@DR)(*%(S-L]I+REF:3(26E>06J(DT
MK.ZF5VNM"QXNUG #$9QR1:\*1BG$N$D<7?.Q42CO,1$CKU#F1;@>Q7$AS?-O
MN(QY237>L[%=^+@=B)("MP_W?/["Y4,L3Q.64HYTQ.TTB@+>YDLF'H&Z(Y]=
M,P\!M&(!]!4"Z"8'T(+$1+B,2QX:T1%^6!,O_GC;+Q$5#QDR@I!86.:
ME-M.DE[IE'^,0K<;?=
M6)^?"MV#.R(+\QIR-"F*QF5,,V25Q#,5I!4KD0+C8\UW!^25RECIQ\D-G1!Z
M%;-R[MZ(C]=#_QLK)OC1(#C@?A*7(MOF\;+9KT#^FI5W^'^YCX>\%PJ!3I3Y
MN3/SX"&,RBBBPBZ9+[W=/.[T0S=FW&"<+RK \P?'-LS-B<+(HZ]<%66Q'WED
M&$=CLH@2V[F\V!8M_A1=EY%C(3DBI%$LI!EM-K\;P8U.P0WO[OS"@DJW%=GT
M3L\_V4JHRI:V6>@55%J"0:?\VSIZ*L2F\S*'^@#^PR
MSF@\)79O%B)M[,A@L)TSV)^0@IK.6W7,(JV@4K!^LN,U=:E@I7R^"VQ+!:3)#E>.7K0]]4C]:\(2T'O.U7Z.S:4_ETW9CM*?R7K15:T_IEH
M._3C9/.Y+#4 *;Q2M@+)#+2$B2XA(6H((A0+(H)G!!$(&! P/"]@Z+6-=@5)
MXU8#AMJJ\>4*[F(*XN;)>.)_V[B=8_[9Z&Y#Y9XUL.G5Q*R#C6LZ1(HI"G:K
MMW%Y:D<3%+J;3P"O?()"=U!)?K-N?L*O63 EUF)JPJ\TS'7WXJ,NXBC%XJ@Q
M%/:F1U1U*.R;D^*[VBU+[=Q A9;.HY!<;9]0_NT@>3E[0;H&.2Y69OY*
M]O=.HS@EQV/!9/Q*G_B[$3GA?]Q[48QLKI@:?[]:O^D#]=L;3_HG5*PBS1N4
MR_,M%#05H]L0=-MTNMU- MLS.E"\9TDC%V"I^-%N!
MC\!'&_/1H)(%]F 9Q5@F02+8=.;9^4RD=FLP:*NZ6TK;Z%8T2Y$CRYOKY4Y1
MA&^B.AY[^8Z"19P7W@KUW!'SLH 9Y8(Q?_DTNWSJT&96[5?W[C$<_@%8^)_LK$P;NW3MFX%?B*.2%!0"Y7SMO(RPO_9=,D%[)6P?#9*:>9%*,W;/XFCH9\N3#L)
M^#O^1?ZW:3U5(0P::@T:UQ@TFCQHG,9^*$X("JK=N]_N&=T*JCO5'^3@M"RK
M4QD3+V_7'U5WF$,N5M@;'SC!VUF+=3O5;%I=AW'-S??]K\FVBTUVN[EU-PY[
MZK)NVS;:%2P;N6M=$97QV)&&5R)PR.6Y3>^2'^7Q;V[VRJQ>@9P[:U2%BFZ=
M/+/YN2!U>:)E&94"^B*('I'3(5"JK%"BA%1J1'QVV;S
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M)W;3C +?RZ>LK^[S8919;K%[P]*O"^F>TR^[%E<)\ON((#)[F 6SC4,$![J1H$ >5!=EA/SL3_ZC^37$3\(HS04UM_Q=
MPN'GD9Y+PY0WPN?/++8H6CS_OY*E*\X*D*'8XH@W6[16O!6JW_S'
MGG^]_-=U_B.L=U"Z8!C%8QH\UD4L>]E''G*0_)O?>=!YZRU6)WGG&AJ_WWF6%0WRQ
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MJ-;_)V&'JMVBO_ _%Q/"S_,.*?XY)5%,/D:1-U5%
M/Y#=C)K%%#+ +1WN:N)"/4VFW2A@WQP/\[K
MK;4!/3R>N]XK\YGE;/;)D+,.&QJGCL^J%;/K@K]]BV\[##RIJ#2^[.
M58^;8GP4(Z88(LF^F\4Q"],7:F0-DIM*NK%2.K2K'RK;]0Z5TB&HB;\J(I=7
M/U ^PETQ4,HR4);CY-W] S Z*L4VC1T=+8R.*OIK4T='&Z.C0J/CO\OA\>ZY
M$Q@>E:*;Q@Z/)H9'%?VUJ<.C!955E>'Q3:ZQOFF+?X_R.4X8)-4FG:8.D@.[
MY6",5,Y=&SM&/L)=;XV1Q5ML]/;8C=Z>MU?;TKYOQ>_%TJ$3%HK.=APFJ9]F
M8OS]Y0=WKYDR<$5I9,OXLKBDG$FSA][\\U/OO#[?CG*
MXM1/CIA8;?DQWQE^[Z>CH[/W)$>7G)Z]__!S^;3WM?"Q#U)ARS]$6?R6N5\7
M[?Y#;"='/G!WC,C1Q[?GL]CU^NS:WC23I
MPI_/1NQ_J%!W[Y'CI=BX\"I/.T*699L]LJ209/?.^\51 HHBQB# P44R^]>?
MS,*%( F*! F  %4[V]TB"=3ER:RG,K.JLBP_5M-//G5T@UK%:EV"\SJ=7#D/
M>G<+H\Z99[W2>]52\^T5],BT[1]WAL<&AJ'#/QK\0P?&0QI!HO*1J^9910<1
MS)D_[OX#(F%U;#QP^& ,TS]0%DY39Y:.-/^).O21?6!/S+0G^$+4M3.@-TSL
M2SXQ"V_2"50PH/BSWS^1F_-:]?.6>=0P#ZES=[;OC6JHB'?&S\!$ND"3?(K"
MN32><'\X3+9W#/--+WQYAO,R?OT77NKT9+#G$JRK)"EVV8-+)U-H$X&
M9(Y*>CA>6CVQ;/QMOVXHF-PTV["^\CF_*E\9^%4?XI_1X(OR?'CFZ5>
MS#=ODQX4ZDBU2/"Y6NU\P7&:_43X;Z1=K:9G<'OZBB21^!>"/U6K+VO=&[DM
M$?R6W'G+TV)%FI[FUL@ ?/ ]"7[(H?%)LFR7X,3 MX1_';/-CSS8)CE!*V5[
M+=$CY(3@4V0P&'QHP+_.&_CG66A*+C_UOEK*M^S1X#IV:,Y/2>E$M5J>IW?2"4V6!NFUR>R%!NDF
M/X9(]RAF8_8I&W#"\$Y:[.$%?6L%%7S(L7F0:69H_9I>VZ
M'VTG>!B7FL*W$UU4I34ZJLYU$=PCWS*")[_"'_(1T9EFC*GI_G%THH(TI);4
MZTN2%/4HA^86V?LU9MA"[V,!G\(WWCPVBJ\0N
M3&-L6,&57*$.K$'S1%9ZW5ZG/G"N68Y>=!WAA8>_#B]+"LF>H?O%-SYB8
M["-?.[Y#MM98]-B&8+8Z_6Y]H%QC66\/Y2VCYH6+C\V6TB)=S02HVI)[W1HA
MNB:VDP>BBVJ:23V!C>H#IOPRF*TY,%OK.B^W^AVY1KU?$^I.VMT.FWL?%UZOV7,M[190^IW^S4:F%ON?2QGUE#4;FWL&3 6BH(R
MOUFCVVO5::QON9!VQ]Q]7T==XC7V\V>C"MBZ7M6N
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M\XFCQL^_D6%T)PF\/"MN7NJ[<[4BYV%S(W
M5_F(>.5V,#+9V^KT\PP(<#Q&V88<$>HM[_\O/W&F
M?>NN4A/J9B8!7ND'IG%7CJ@RUZ=V]B+X@,O^&H8QMZC,X'T=VJ9I/R]?&+#V
M_=.=O #^VZGA@;YH07G'.K2$.MRH\L+=MNZ;+16U*%TL=L@E_.7PR+LD_784
M8-9A HP=?@[?#T>JAIA.7'8:_?$V*)CP1$'2;V\7
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M[LZ6<[JG[T"IH@+S[-Z6?P3^@D^R\TDK*Y^\'KNC+LISS
ML?QF)QN]-!>W=N*JFX^;#G"=0A!E#IYVLR=)ORT-GW&-E-[K8=&H];&6LEDM_V%CG/?!_S7^Z3#?5JR>6 HQS
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M9 74M8)6KG"(!57LBRK:G-%//,=YTACZT04%$SPRM,D54Y4U+ 79QV"S(I$>Y7F!E+D,EK@5N0205\
MUOK#79N8@4BE5;^DUCO$(YKMBD0DR@Q W-L>-8D;K-#Z\0JMA2NT9?FVARZS
MRGFWAPYXWH.DM&2M511,[B%IN:%T>HU>*_.^Y%=&*168IW=P>@]! H)CZLPQ
MW497<,RA<$S>Z[=" OM>_A426.D/!Q_I@\GBN4 WGI*_IO5C7; AT<]_^ZYG
M#*?!5^&'4P.OJ3\Q=&8_ HV.-IW]^LG);Y?5T[CGDS4])=$_TXGG,.KZSI28MO:#T$>'L3$TU27'
MQI!0:_JF 2\,F0--A(\ZL:$"3>H4GIQ,3$/#X=C@#JHS+&7*5,1F84O21
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MKP(=+XH_*@>@NZKDT)2[^,D:U[\Z#LK"+
MG\*(KZ$E-/"*/?\)QC^;?O9UU[9NH2IGV;Y9U9Y$D_TQJ.ST>A@&&N\B _^"
M.A:N$5S:KGL]_&I!#_BB.JZ5_6D;EO*W *X)#.2[^VU.?[/7*GUB"_Y(&@
M+71;H'VH: LF$;HMT!9HY\(D77&91E6.Y0IW2;A+-99/9FJ"3K@3"G"WCM8@
M+S6EPTXLCPN"S*GJ-"$T7Z!]J&@?J E4!6X11I$PBFHJGRH,GR4SJ2O,I/6R
M2&R)[VV=7* 7-8V\?'XA^U__8M0A%Y;.=)(\4Y!I8%:55ZMP)+D\U;BP/#R=
M]CNY<>P)<^!/W/=7#X:MNJ0.++A>!-S!3V&9&ZK]P@G#EZYOP"-..24 .4CM
MK4#J X%_#? 7=!+226[YA Y2G2NJO0+NVL>B:DD6ZCJR*,X%JG^6X@U=H.XV
M+M!ST+('V]03974CV>I,LX/ML:?\D/XL!O7%-STC;%59/M)AB[)R1DW]X:Y2
MU$_HNX#[E<(MZ$7H^VO2=P%W!;RL^L-=!7JIZM)4!<13D%N6XHO'/EG@>5'G
M@9DFA:I<]HE"SZT&N6Q>-L^;OY/HQU69#2L;13I<@::(L)@,]W4X0[)-I*D[
MV3C2I,J5C4I77,$K9RX=--J"3NI )\=R_XW0:\$B546[#BQ2A[W8!;-(NR6M
MH!'A757.NYHY5>2+;5'-)I]M$UON)IRLX ?A6-5[QA V#K=Q&HK2$F9.7916
MH"THHGR*D%::,$)I*Z>T NW]KSY5#NW"*:+=$5Y.K;R<9]O6R24=TBGS/);B
MYGR&GIG4TOD=7E]LQS%^82QLUQ1Q&635TT5J M^*%L
M?NBU54$0=5%9@;9P?I4;^%1X?;4GK7J8-84>H"^R &62+%S(L9*O<>*0%LP
MDV F,5:J-U8$VL+3*SU4+'6$GU<7/R]>XIJM7$5+6^1W\H5YCCVQ3<.C%KIX
M+8G<4.>'<.[J3U1U,*$*)BJU(W;TU49E!=J"($HGB%9;$$1=5%:@+5R=TL\L
M2:N./@I7IW*NSC6,%M.V?Y!; U>L_OQ&E//?U??Q3K[[$2/G(^KRQ:SYAX6_
M4WNV$N;,L=I=M0 O5+9R*BO0%@11.D'T1$"D-BHKT!;^3MF)H_I[S%!>.:SK
MXO=$6_GX;KUG:OX@GV:GE_B7]P[5EK?PB>1XA\1>PKPY[K=%.+QJH[0";>$!E6Y#]%;9$,+SJ9SG<
MN:ZM&=1C;GB*B5P:%A1ED<_4 7C(\7M3?R1G?/C@/^=OA/M3>^JJ@W4C3@R(
ML;+WL2+0%LQ4NM\EB>01M5%9@;;PNJJS$5=X797SNLZ=J>N!H_79]EU&SB;4
M\<;,\EPRL)Z8Z]F.&_I=\P\*P['V3"5,F6-9$:9,;516H"T(HG2"$"M,]5%9
M@;;P=.(:
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MZF!'%A
MS@\\C 1NC6.XMD4&"Y<0ZJ.R FU!$.4;-:OVYPB5
MK9S*"K2%UR,6H86[53UWZYQ.#,\VR8V)M\M^87__':XLW7G4,\#SNK>?K1'F
M_G:%8U5[6A1VT[':Z/16A8.$TE9.:07:@B)*/_H@UI-JH[$";>%9"<]*>%;5
M\ZR"+7D\J3C?LWS3S*2^.!.=Z4.Y30*3$;U9X?ZV"Y%;T54Q%Q^+IHK$!;
M\$/IR'BU=GFNWP(V:G
MT$7F\&)XG=?#H:$QX>+4GJ+J8,(<"-I"MP7:AXKV@3))IF"R4/97HNP";>%'
MU1!MX7%5;EWIENGD/;5^D'/;F:"KQ3#)Q]\TD4DQ?$*X6I4=5X=D(!4;#5+[
MBD@77SO5%6@+HBB;*'J2((K:J:Y 6_A%91-%=ZU%(=R>RKD]LD*^.8R9N*GN
MS'5MS0#/QYTY/-V_S@BBM0AGVT3&YY8[UE\1+@]M2_HVELPF#?UEX
M>2\U3?(7HX0-<]R3A!%3&Y45: N"*-W):?3$3=[U45J!MO!SRJ:(
MOJP*1Z*NR]W3O&G4<]<;ZH_N17![.LX B2TI![XIJBVBBM0%M01.F;
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M+K^%]OU45F!MG!Z2C^:K:ZR((2W4SEOY\[VP4H]#_R?1V9I4_(G>&-R6V1;P1(Y]]W;5%1L#Z
MDY:P:M2&I'9$4+=VRBO0%E11]HVUC8XDDH?63WD%VL(5*ITJVK)8 JJA4^31
M\1 Z3.Z^A)@;9PM$H/WW;KZVBYMFGH)(2F@LI=I(E8HU0.51?3@9DK
M1SRAUO3_NH3]Q\<-TA\2[,MC@SUF$[^;1M0RQ.S/-]A;EE.D1#M#N[KK_E+*=TZJJ24BKZ_I2%W
M"SAJ4$DH#V2R?J6("XJI*<4HC9:B"HH1%%-YQ.M',2E>6R6E5#C%J$IWL_-0
MP4?Z8+)8#KKQE/PU36M0QB=AERS;&5-S4T62E:0FK5,C_N3"8(YT)F[]9*ZU
M43>"8J'./X[D<&?02HU+=ILD/_SC=\TT3N_\,?1]>CT,?:R["^YA#:R+T+^Z
M!._J>OAUSK7Z$SVK;Z%C]>Z__XN0?V!9]R/#T6^HXTVOGRWFN"-CZ2/#+<"NM?6+:/F
MA8LW['Y@KN88$TR-=S^=L.OAC8.Y\KSIV4_#_0XU?U_=O"^^Z1D3DWWDT@M?
M-)C[A8T?F!/7?:>-F.Z;4';0_R_,&]GZP'IBKC>&DI:_9>R*CEG< I[& C/Y
MG7F?J>,8KFT-+B_/@VJ.P#4U@LY_A3]DY8CH3#- M=P_CI2C=U*SW0[$L1K"
M+6&6I>^=$F#^;'O,7,!T5O*9I9]IFC_V37SO YLX##,B0D6).E/J^U\7$X)$
M^4!X'9>FMBFFLI0%4]#DD6WJU\.9T+]1TV>#X2*PAN73H*%);8". 2-Z
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M"8I-S7\QZEQ8^H>L'7QW^\,6JO]DF3.=@F7-<,HKWRDY6M%#48DU_
M,=/\)WA8UAVC8+4R?>"Z/G-V4J@59095&]RR.?T 5/($I3ZQ*QO+IN;9&$T8
M8N@P4CPV/I$463UZ<2:.#9%980,+0.5$*RGO7EU;;+-.M>7".J7DW2DTAO??+3GW;CW;A2A@V)#3
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MU6S2Q&6.V>R(M8+;"TVU&2!>S;P)Z(KFT&=>NUXMR:PWDM]W;:
M[5?+! M0E]!:[;J,Z\V[G>ZVQ)W=W;.<;UM[_#[1T?V)"!WZY?
M,NH:UN-'QEY>!LI@QH-/UU*4!:=I7>5YMC6#H0%M5;D.[*NM&:@0V]I6Y/S:
M^M&P0(?"N%*>XE?EKO)",^?KS:F%&86N=%MEMS"CJ+O]E]1RVQ:>63K?ZN4O
M[D/:T6_/)/)D(PIH>D9'(Y,N%-STC)91)B79M.D#RZ/6HX'!7]=EV=0DMCR@
M:ICN+W$CW6)Y[Z=?Z+]MY]RD[KRU@K3%W#,-; 4'7[LQZ<9Q;&DICOUBGW+K
M_RJ7H>3^=_K[Z?XJ\[1L\;=VZ;[E&;IA^KCV?<M#$VW+L.-BPW=L-E_1VX='D;E[P0^@T+IW1:JG^GU_#W]*+^<%VW^RJ>N!:WK#+"M],*L+EH^B=EIR
M-P')BO9OWV]Z1794EE$7%]:3=STW<:'C^9/->BCW.[+2*[*'
MT#TU[Q[.)+IA+UM=I247V\O<-U*\O[JX RVW$1'F#@:##?LJ==16NV9]_6R8
MIOM@.[;_.+I_MC_[E@Z#_<[X^=DV=7X.;=5AJJ7N=Q8FJ=VZ/]L+*';D_O'8-7OZ&,E4Y'[;6*$'*O5YJ0)X]?M,=S'Z8C]\^G
MC?6[UVOGJ=^E]?7FVF+AL!Z,GZ'#JT[R+79856&*JAN?@6?T-[W 0\2X!LYH6<@KX>#@V-\>V?*/7W
MOA'8+AO @"&2]M+FYQ* B)Z&8*AW[TZ.FEH]['K.\=
M0)1J"*#[?IK\)2[K"UVU_KZH&EU)S6^6WW W[ZZ^R=W(GKAGWD<;4:7.CQ68
MY<(SS[:M@RJC\60_6QN/N+;4[ZHE#SB,*$:O+$<6@Z$3C9@%J H9K)>4!P8T
M9FXZ/I=#F)OAAH&*('R!O^V8;?@$JF4/1'& [OF?:#;7*Z$X%I*_L%9DX-.!\:P(#\
MU3EBG'ONRO;2]62S[4+=OMKME='IC&NDG4/SZ:>W*8QZ\LBWPR%AF[F_WEHS24KN\GREOV1+/1QVE%>HH
M2]OM+5"[K2TGP!+8'/!=PV*N>\<>Q_&V3^[^
MS.4D"_=;1H]MN"]9AI%9JNOJ!TEAY:O'=LM7,59W#JTV1#;=)FBI"'6ZJJ+NY2W@ZS<(=;OJ7D00Y96
MYS?"Y$ZW)>5!$-LU?X<1UE-[O<7-?BM;_A'F.;XO?>9A;;29H'Q#2NVWE[:_
MK>K"]CU-B"T(?M@/> X]2#\W\1.RBK89WL9K;K.-85%5[Z?QGY\-\#0<;32]
M9$_,G'-0XF>"&O@#ZD*1FP89[_P'WWF@UL+K6#QGG'NFC2SC/SY;Z@?3SZD[
M^FC:S^OE@?LZI%:ODV(ZK1='I/TP0A]"'CSG_M@CVEM BH8>.F5GCD/A6SY&
MP!"#/P=6L/D'DQFFOA(=X)_*6VWIB]K&-^BY1NQ+)NUBC,1B%LR5L<+%K3X+
MCEE)_=\6]+B$]%RHP4X4I3C$3CKA+KDM08O;7P0 K>^Y![O/H::[__B4,^*_
MF;8)R[?BF&+E$"IC4.$L5W#/PV-;?S-]H$,IQI!G( T8+MJ]"Q)/Y N!W_QQ
MY%UOF@MH5^6!]S#S_::[B/EN^N["\9K\>U\!;J[;?1<=C;EM1-+E0&.+>/J4D2K71Q!Q-TO#F%<]ZTNN+VV
MVBX,7>SZ_H#=%^FVVZWB./=P(,W*M.UVOSBF+1;6=8GN]FSB=OJ=PH!=RGQ7
M(JY[(P!57N^/OWI$LXY_65)KBVJ<$C/Q&ZXPWS-G_($]I&'>^PYHSY'#2X&!
M:QCSIFW_N#7TQZ58<8K09H\LY"N:[5W+&G%6U VB4,5!."\]#,Y".?@?-/&>
MJ,E7#KQSZCA3L*B7L^PL:+JR=I#WE-:\Y;11G3DW<^VF-461NU)G[^UG
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MVKC7RTTST?$"@\_NW\,WH\4X#2Q<\M,U3BW#_./(W]V?X'R(V>?;B\N DGN!D5TF_F+UY57$R?^Y(WON#Z%A\ &H(]@
M.23L"HTY'C4L,@:*UHP)#>(D#; P& EOW":&2QP6A%JPB#']P/C\[N:13O#&9Z PQO0X.1A#NB
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ME,V*3BLD-*H?&,@&\WD'ZT'8Z:C5,$^Y_H/K4R'!T@H>GH*O().KJ"3'&&FI[ H&[\#;UB,, 3<:W$(5AH0<,'O$E
M+B-LAAW4AN>4R!/?<1$29]1PVX*G\%?*8SNA03#!=2X21(^6JPD+G2O/&&/C
MH@#2$\-2*B0\G-0-6Q=,40RQD/H81L)[E0#'8YC
MJ.$PVEFS]-UU<\5 WKG@9]LW)Q0GY!(>*P9_ H8_Q2TT\!IRH:N!%=G(
M'AU)'?"V[^3%UMZ()Q3G5IH8][4:]V<>'^>:C8E'7+3[PUF&/L#4IOR1Q!)-,!O"
M,S"?\QD2/,_E 1H6[?%](0Y[HH:)8P&SIKA"V=)Z5YSRK%OQOAS<#SZ=W0^N
MKPYMG-S/KR0B*P_!L\7U2+YVZ!F/?"6>4,? &P .-=X;
M*\BY"4,4O0^*V[9LDXGA6&V=7C=\/]U>?[WZ0"XOSNXN$AL/ZMQO_N1''S,1
MDS%846-_'!NIT>(_WSP33#+@"[LX>F!T8-3Z1,-,LR:_MO81;!R8KDQ^-UOX
M3N!P+NPRX%X@SGF,!S"W"O;FLM2#UGEB+\$V-F-R[R$O]5B'TM#FX_QF^RY,
MX>Z;#30DL6/MV="]$:B=]%N\\=0+;@9FIAEN4L6D./RS.Z%:]#E\/UQ=T+ E
M$Y>=1G^\#0H	&:4/C2_M=YK?&<^&/PF;OMH*U8 2[1',VWMZ6WC99X
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M1'4 6[+J+]!:453]XY2Z&*@LG?
M4NLTNE(KHZ46?,230;$(PAS8T:_USU-6<;%4E-*$-JG#V^O;Z[N)S+57^/?]X-/ES<'FQ&@>B>$S)Q#(WQQ"Y(
M6M%]][MG>5G>ZYRU!(=:+J8IL*W=6\/38<$ZL7UO/L'[!7Q+KGUO/L?[+#$2'@V?3!S[)T^Y
M8$YW[\JO:0!\K*E@ U58X.
M&],@U5/0U"6 ML@GD%;1;G9-6HFI^4MF?]VF:L+RZ$W7AI5:1XF%-[=RWOKD *F?,3?\2OV6W:]-EW,QF
MYK[8I 4Y1[[&HIQ:O.UH83>0T3!QEO$$$TBNE'V_9^3F?1KNV^<1S@_,+\("_TJ="!V^0=AEO
M/_!:Q&E.-!R);L 8]<#D  Y%XP6><\DQ+[42>/)T%:-)YA+&)*5/G 
M*L_?Y:$[E\"OY>9IA6V+9T.E;I3=\"&B1-#4,,\P6LE1IM\@HQ0!..?S2H$A
MS)YHE%88TRS"T!W/LKO1X+9O&.O>,V,Y>%I])8M3Q8E,_G^:V<[#\DLWE2<7H3V@E@\'S^Z.#2A W&3C"X)>/\1S2
MLU&QFBEG R=4N?O;NX2FAG[QSGW((9_M;.R[,1*.X?XX&>*EK\@3),B4[1BV
M[X:WH VIYME C,=&DS4;4!]>E,EC(PW@&,PDS"/4P%:!I_ED@UO!!^2;N)+(
M3<#?Y\<>@QIP[6.2O%ABV<6*G/T<[H.I5["PD*;Q%]<%_SY/8$)='K#2@2OP
MDI1HK.@, _Y*#US**@^O^.083P.YSL+(T8&&Q+VDVD^ND)0 !A6
MF,S>RH%][.'N9#("A":X_V'A-Y4'G.O5O.";-U[Q9U+XQT
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M];01 ,"#?]G.#W+,W:2Y_1GQ8]&]GW-;-58&SA*WQ\VNK;'Q\AF'43VX
MV0H#NJ CVC3:N[A[))GA51GQW7- W:EIZ;(6N[*7*?#P'L?N/ZZ_VZ!E- P,
MY++$FT?0-)K=CJ%%@8HG%2>(6N2SP-_/TP;D5ZH\8,@^WO<:':VLH#WW0EPY
M9)?@2L@<4.[EZ5O/J X^F#:U\EKW_%7.>NOORZ:9[^&]E#IGY*H:]:N5()HB
M X+DRY-#W!(>C[[<(S"YHC\+:LZ(8^$*SIA=MKJ9I1SYS/LHH\#)#*@E!WUO
MY>G?Q[ON%ID:_<9HTG'QMCA^_Y3%@AF(*Q6=+2C#/+1[S\ $0[<49N+;(V<0Q3!(.V/GQQO>ZXEA[HGR7!]^3@!L>--"%L:WS=4OB
M/=LGP<6]*62#=Z:&=Z-&-EAXU>_\;N]<8T0JV*.4[,.5<_*2HB8'-
MSG?U'L>N4!0+J2RGOVDD[[B,UI'B:_3P1LT@?NCH/(@3W[\;7TCF)4\+H$ZZ
MU&2I:]4+?D_Z"8/$EFX>QT1*!@#A(1C"Z+9%5NR#[3CV,QHTL]TLJ8;7W.V[U,31FRE#8UV \X:OFN\V6')! [&=.?
M_(K!V; )-_+G0O:M7#=35VCO:-)QB@+9 9DO"-Q
MSEY,7\E5*G$ )(>6Y6H<)#V1A<.]%8YY[,,7@7%:@%_[DC,B/)!Z>2#7FF>C
MFG?2)AK&UP+0T=N;,7D^?[;Q?^_F3S6B]H,0L0#^"OGJ/,!(N&46>X9BSES7U@P^:%**BEZY/9LO
M-"T(PU>]GZ-&8QQI]S&V_P+43K8EWK0R3G"7O.X#V@\.Y1;XB,.:MD+R%V,C
M^OR#6<'ZR)]XK!^=>3<#DC=\LR%@W8H-Y#T@CJZN"4.W>#5>KFD
M63-= KUL7C;/F^GZE*Y+R8WRJ$J3\$AO[!B%S!C#EU"^M<'.D6WJN<2\^SEN
M'8]7 T,1!(T,=C-')T1S6/ K9ODR/(BU8@$3-"#)'E$/0]**'=]9_)-[DD/?
M##9U1:(FU/=&ML,/AT[L9UPUQ)_Q((K#HE,J@>*$[UF>8P>GQ**6)!U8\N"[
MT$L7FD>'>"S+#0J,1N)*/9IS!4)]3!F')2S#R5([1[,C.K+$K26PFL,( 1A^
M>:P/]7?GSA=6AV(MBGR)P/ /N\!_'7,S9C()&KSY7->/#C\$H.2R7=' ^M1K*-=Z_1J.]1R":?I58US\4&
MG T,?BXK!!?:'0PMF,%T&_=Z@N-]B8,6(P*-.68I34[Y"2E5#<_2G>+Y>3OV
MT@I:0L_]2'?)[IF:Y_GOM=Y94ZP/U;O6"UNTOE!31^_C"W5=JHU\EWDK#@LCA!''!J@@6GA25E^R
MEW8/]>=QUC4(]:=&]8--6^WEO6CGO&>#0;:-:(MOE6 8=EMYAJ-F 34D&(]?89C/#
M+$<+LY7G[L'5%MHB%Z])8B4,N6H;2_;5$8V8;CQX?
M'?:(1C7F=ID8=9PJTMT5KXA1T\Y;Z%@EMV]V,MDMZW T3$]J. 0I(32ZD
M6=@##(%(L+X5)5GD#HG%+5D,%S.,8"*NF.,2R0X,#(>Y@+5C>!X+PF;AKC6>
M#S'M?=P-/IF8AA:<9V0_-38)CZB (ELPD81[]6T0(BIBF*P1G@@3RD5TB]KZ
MX!NF=V)8)X_8\G#[%JKP["W*-]+;XR!K2IR![ VJ=?"\PXSQ@^_@:4J^D2F1
MA0A/*&)VII2NS"=CP9[_QT=_)%Y"6&@N1V2NO2XYUFS3C,Y !J;,W.)+Y#)=
MVMJ/DZ\3=S-_@$++^-H&U,PW3^'8U8+E#=WFH*((II%SPG,+Q:@C=L%.&(L%%E9H7/$M9%XBP>N263\?-GMO4X=SQ >>B@P3M>@,=ZAA
MX!QM6#!:73 %'J"U4!4H&QZ]!$LA.&@YY5KC!4%QD _S\&>=#2G/[VEQ'9EM
M(]/9@]<@__;UQV!SI9-(2#>?; )_0\<)EZ$"5EQ3R=AVO$=<&8CJXE'ME% _
M00DM"1:'$B"P57+T[._LF#X\VV&717N>\+AW2!^&,Y=Z: F7A2BD&YW&YV&%
M<%LMR,F/X@&.9H0_AFH#M0QA. 1'#X"MGH(EORG7U$:@JD-TR9WP%'4P[QG)
M5D7[+!/ZSX_$!AR#)G$XD!9&?#38"2 GE8*U )GIEIWL>$%O[%# M^?4RI
M(5C<"TR94 81 Y[I3X9KP^CGT+UIQ!FA<.%F12O^M$=6(FMMDS^[4[5;)_@,
MXGP9%VE#!_ %/4J:@.EFUX-M_\C1')(S1MN#+CQ$UA _86?2B;LX.?(4'PY+
M;JR&3G-NB;95;[LOJG1OJP!/;;Y8:.\?1W( [5+-\9O\0WC%"DE^^,?OO@M6
M$)V<@DZ-#9[ETSVS]',[RK<*^O3!<'&!%";4>_",WILP*[S[[_\BY!_)=VWK
M#I.ZG0?+C7"?*Y0UBT;_G%TYGZ_'GYO
M?U?E[XHDM;Z'I7Z_,:EU1/37_AX/>)LSHO^"G_([2,P$S10=-/]XVAP]?'HG=+FY^;G.Y^I X7U7U8W
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M-WKQ)4-V(V:0Y-06KJHOUP9N!&%>#0PLYK/@)-+?"[)>A]RRC2[WI1>R8?GEJ&,#\S5'(-?:'0]C+8^
MQ-0TR_D5;B5-5X#%U00.^GS?7^Q=':!(Y*#-A(7<6@Z.[QF,+^$^H4N;6NZU
M-<,F@0 R00H*B?JCWQ9#>KLK':Y=#8Q,*"O*'E1."F<>#G/\(0>4OUK)@^9_
MXCGS;\'A;G[J>I=+-M=&&AWP$:Z
M;X+^7/S'-W <@K&J#^+5X.5O&9NS.V\Q;]N$.C_.O,_4<0P7.GMY>;[A@%-;
M+X VC\429O'IY)GNUW*(*6J*YJ1T;A$ E^\RN8BN3]DAW0F)>#PHMMD=N=EM(OM"V;&X+M5K??Z^7>F(U"N4O J%*WI>;>EHVBM$MM
M4=I]OODC9R%M%H!=1J;5ZRQ:[+FIS,NQU65D.EVI6VA;-G]P1V-R
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MA^C"6X;QEM'HUHF,&?EX:=V,2;Q"#:$*=>0:_E/K!T*%J/KK>Q$>ZXJ$/C2+AB<4HP#3+
M':+1"3P'3X4WM$9I4(+3M10>ITZ0,QSZ"23M1X#XY0#VW3M)_=TVR9)!+6Z;.A>R.P0:3?XM2U'F^_QDQS@BDXK,<_CJ0C
M_MG%/H:?P_?#217/+^-!JM/HC[=!P3 !2DTH_.VB%3P_*7I._#'XC)>DX&2,
M%:!E;*8MH?9X>C;Y
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MH6MJ@]><77.>][$^1%G3)PBR7%X$N--
M/;R&BHNJAK3<+E^4^4&ZBKF"BK,E&&\Z0B9L=Z
ML\VKG1UE,3O645]?Z^RHB-FQ1K/C_Q=.C\OY.,3T6"NZ>;73HR2FQSKJZVN=
M'F419:W+]'C&8ZQG*OY[Q/@?//_ L=\2?;)GO4MTI]2;UYE/^N8F]4M[(
M=AFAN'DTD2]PDQ1X-4X0>QA)F&.-QLLW7-Q CVHW2W4XR[AJ:::O8T)"QZ.&
MQ;/>.H86),C$)(T:2-^BEN>&2F\:8\-K$#JVK4=B>R.NT7R?G'.NN=DF/C#7%]:.@DNG G49H
M#0WHMV9 U3QM=(QBC)W.[^!X #@?&#!! ZWY8P/JYUD^4ZL/+D$<3TR&F84!
M47.^,4;$$C#\V%.8)31JWC)_-. [DR,:_!9)43,0@&-
M@QOA@5K XJ&/+'B.'&?GKQ1$0#..#D0.X1>ODK?+&>LA(*Y&;$DV6<&WD70(
M)FM/X=@SN(Q_<$XR[.?&NHJ5!C?9^3R+R><"F'2>S"79HJP>)Z;_#\^
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M?)LC8P#(Q_8PWPJ3.@LKN@R1Y5TL.LSO.*'3AGI4<
M4*M<1W,(45=ECIF' .K\XT@.'>I%E.(W^8?D)8G1A]E-C2ON8ER^L'' [SG&
MF 0_!W\W<1C5KZUOU#'0*<8\E/+**R[;\:6^LP_QC<^4CFX^GCT3FI*,!#G.[Y)G_)$HA=VGM\/._L0(?'>
M=PV,E9UI__&-("H;PW']Q!S3MG_<&OHCNXGCW8O7T%/K498+6^/NSM<5@W[N
M0[?=R[W.=KW?^?KZ?TX>;ZXM]AG\+:#!P?CYSZ=+4\N 
M6'>_XW([[9CU^*,Q!'RH8=UY#F->EF%2(B4E-*75WY.FS-'8GT_WS_;YF:6#
M^\?8^\O+\\H33%?*E6!NJ//C#J\(9%DLAEZW/'K)L[.VXPW&,)48U+P#-VF4
MI<_=O8R3]I;BWGF<(%:NH;,O%'YR0O^_!@-$;LO[0LSQ;VV7+2G9_3&5Y?V-]_4POVE\VM5?J5!FGF;8*M=Z9I_M@WT;'\P* *S>!E?.!;U/A]U]?#
MT..VKB[HX//COS'WW7XW/G%/R<^V=X?GIG_,29-&_0_\FF +7%;IB5A1DZ
M!P+UG]0"!V!Z92#,]OW(]EUJZ?BQ0F"W:ZG8]\P:6#J;X+9V /NC[3MW4_.)
M6@@TL\Y-.@5&^F@\L?=,^[%$U6L"EYL )_=; KFE..1&R$G*H8SPD$QG@SN=
M2#>-D^^- TKTP:LJD-1H^MX$4FEQI"RAS0S"%U;-%@H(+F7BURBX,V\B^*@&
M/UX[P?4++[Q_ATORX*[=V+8S*V;N6Y"M[Z85N)$LI'[%;;\BQ7%EAU=G73N7
MS'7O1^#B\2M N$O#FN'>
M^?TI]\_,? (;G)\N"R*Q\3XO'I*=!6OF S5I<1K_P67_\='XQ\-@RX'>^=^S
ML$4K7XS/J>-,0;O.@L.(25S/W._7PQDYMQ;;EVR>=/1.D7J]3KLE2=*J%L[7
ME4^KVNM:);=;?47*IU6)6:%2LUKY/M&[YU70P4J@
M7!?F73(IZ.O!M#!WY%TB!?GK@;-8Q^)=^OTGN\+[D1K.-VKZ;"=#0%9517[)
M$(BKV;DMZZ?_CB2I.[=E$![S07/J8CAD&J9:"DU%3,R0V"(H+^S"76SP.H,4
M%U6X/7J!IPK_?^;8^,]&9BGN0P5;=%5@^T7[LAV$E'NKUU778) 3?*J\(WRV
M[R37I#;H=+_=7JD=Y71:[N_>::XSJ#R;J
M[EZ2SNPXY#Y3YP&(UM"#?6\(XL:][_1:>^Z]LJ/R\)T'L?3M<$_[A3ZV+5R5
MNK6IOOE0ZO;V/)34[FYHS';U_T5-R_?.P#_W-U>'KKHZL%H2 +V= ;B%PIV-
MC[U4I>.M'6>.Y-9A)-1P@\,GBJF7/K G9MJ3\6;!FI 8>^V5+EE)D$B%0'++
M/&J8F^/0;J_%DXP'-+%+\\B2^0O:)WS9+#G3>'"C4-[GH.4
M'8?=+"8-9+R9LGVAD?7OC9:M.2QO8W53V_M6-[6](WZ)7FGOLO
M[VC#@ )D] :BA#@I'B0?G5GH2NFM/@M2DOZHN^&'BR?V1EM+0A] 5??A ^S2
MQ3+.<(0N04_=AV%8)CAQV"[3\8V0;5O]HN&Y\_@Q_HS8[+RK\?W5Q=V9Z]IX
MPH.Y@\$@PRIGJ[M1&&JQ9ULCDCQ2MJD;L3- YYBWU#9O3*HQ'%O9SLRW>AMQ
M3A$0=3'R)FZ'C4_ QNSLPEU^%MN\*CMN!E/*&YFUQ2 F**T:AD4CG<:
M]TH%KH:AT'A4KMP"4SAO*64-REFX%'&@7YT':MTRBSU3,]N ;,O]G;!B5:W"6 TD>:1WZ?77UP:_"26G3
ME;T\$SK8%M7LS[:).3PSFI@MN5QJJF-0.T[Z5;):U3$B.W-=*HC5SF,NV'']
M#: P 9E9K"!CTH7-PK75T*,]16;7[]#?'U2[IP[RQH\Q)CP'=5X8O5![[WA_*+"WF8_AIJ
MXK>+XF+G8I[M"N7!5:5>%?VH_<*;%VJLA5Y%]\M[-(.N6NOE5*),70
MW8K<#(L_>+AW_#-K=/5A].JT*;"]JP!KU7E!.I
M=2*OW%6T[]ZO/GJ+HNN!W$Y61X]V'7O;7E:RHB^;'Z3%OK51+7/N6XFW6V$7
MNB>2>J*N/&Q5G2ZD'.7%]O=!!PI4K\Z6MVRM[L[RP=RBNE'D)5=AFX&6*JLZ
M&<\"(]'V3^1*2V&#H[S8#;F ;B0I5\GW K45=XK-;)65>T/V+9 BMU^%(ZR7
MMZF6%&2^-^'E>$(8.]_BG:_L8"QR.QD.8I6;O)4UTW/U:2-ES]U0S+/#+QQ(
M#NQW:RVP(V'.*8ZJ.FJN5#5_.CBT@_/PBK]:-%B[8SK>?KY3YM,3
M]>A=IRN]E/@LI;J,K;MQV-CPQU?LQ7:J^;=S5O%BBX?, 34\MUW/W3J%';9)
M;DD]15EH5:+P+>M=*S-9[;3[W:WJY<=)J8DX 3X3:N@P15Y[(^:FK?W(,BR.WOV/Z;W5C:?_>?3>DO!OXGI3D_UQ-*;.HV&=F&SH
MG4H3[VWXV<')G']QA&_]]W_]G_^#+T[F7^,/8#-.H/6/UNF_P<0QAM/@J_##
M*5*^ 66[0"";X?0F9,A'1OF]/3>&#.77+%G*$F.9=1N)CJ;\A>90V#7*CD(, +L0/5.P5UG
MS@SW#Q5EJE\^N/I#K^\\7M^3L
M[N[BON0N7UW<;Z#AB8'_;.C>" J7?CN*&NCA^A'1F&E.J(YG:# 1)__L3J@6
M?0[??[ =:,*)9ILFG;CL-/KC;5 P:#A>KO/;VT6"F==ZSXD_!I]U\L1'&U;@
M>?;X:+Z]G593:?WV-JSG\L0CEFTQ\LN'/OZ/1#_R&E?^&I2^^O>  %-^
MIMJ/1P>F,AV[;CNGY!?J>_;;D-"Z304[&>*WT.'5+/,2:]A/S!F:]O,I&1FZ
MSI(TLEC\3IPXKRVA]GAZ-OE(2E/N"/FLE,\\]+NB+<-HZ FT2T);Z+9 ^U#1
MEMM\LA9H[XIV\-D11HXP.UB"/)QT/#_G$2-+XQKGMUE8V&!MIJRGDY<64[']%"^M$
ME1N91E]5R=:U34,GOTC\_RHX.G?7"/SME*_,:JDZ[A,ZS?:GD9,1MW@PE[7<\NR;(2L
MLLCJU_S%DFX!54\L^7.4VF]T^E*!9D_U0#S4:?=0\:\[MZ1:0]432R'<(JN]
M_9E U;,XJZSZL0DT-"QJ::4;08V03UA":2WHO02MT)Z+6&5HYEI=/HR9TW0E*"JIRY4CFT"[!6&JU^I[);52J@L/6V56H/?T71KDF&B_P7@&3@"UD8
M*K4P5 ;6"3RC,7ZXB"'N>JVVC=3HJVNYZC4KK+!M!%\(VR;BBTZCW5F;B$&8-I4P;3[9
MMOYLF*:P36K.-:_4-E$:_59UD[Y40%^%:2+H0I@FF>BBJJ9)U?=FY6V;A%>+
M$?9SPBQW=7"E59/(2M7E=V#F2RWVUK7ZC9:T-L7"JU;9UVS!5 '_BL+]:K?C
MJDJCIZS=%R=VY9:@T6N,&G'$>=\">IU[<8M-7%ZY*58(0 C@0 FG)AMY:VC2
M5S+(TVS7P.;/.\QS;WO4)/K2Z:7'<&DJ/>Q3@Y#/JY1F:\_HSPJX5V+/"44(*Y@Q[I(TN>>AO:#EGFM(R%RU*SM6L9
M!*1J&K9%GD>&-B(/++@I#+26N1ZA'KD#9\$8@'%Q,GL!36";?
MXY^'&OVJ-N7'NCR30/CS$T7SME*J^&,@G5-+!+4!F"87!V=TYZ4KM!
MWOLNO.6ZJ$(/AL7SG8'K[264"H:0_6A!B7B*UT(OW@$=LX*!0[7_^ 8Z]/0!
M3&ZNNJ"$]C,HL/,#1EIPEB9Y=@8M?6()QD41&F?%)C,.)V;V#N%D*#O+!8F+$L?GG9KNCE
M(49HB+H[,#,6,*_K+S^AUOY;=PM&PR' *!AV8;%#I%37US3&<(X)A\86'<+?EF^=G'(U:&@+9BD9"81NEV176G"
M71+N4IWE(XR<#="NS9:GPU1V ;^ 7Y!/U>$_4)>K-O ?)OE4%.T#]<$JH.S"
M*1-.V6N7C["+\N:J5?L5-Q@-*=LASJ+M(&>X'>1$#)#Z3"\"_NK#+PBK,,)Z
MSW>M%4!8POD3A/6:#"JA[,+YJ^=8$,Y?M>4C;*EJVU)?@BW_E[CE7XR.^LPM
M O[JPR_8JF9L)=P^P5:OR91Z[+SGQ9'296*FJ#F(5TD*5D=]A.SG_BU&G
M'J9R%>188?H[Q$M6]LA_@]F!<3$\A'$F\!=\]8KYJ@!?LG;R$GQ5:;/XP+S/
MBHFG]%T1B?0_%?%"#^JV@8IYH9BCLBPSN_YR+$\N1:283K7]JB>4S4#NI]%D
M:G[IXVZW\T8H\X'98/7'7Y!)#^N=W&ODB 502KKW;GJ"25W"Z6ERBLL
ME*JN[55 U2OM5"TGLJYD+*H"8JSH!%&375?Y.TM2+W]GJ7*PO2ZS1L O2*-0
MITCM%^@450Z^0]7>PR\(T.0'L/GSR$;U0[;CE6VZMVM@C?J)Z^45_X1L(WJB,5M955
M89K7K*3"O!'P"])811IRNR-\H_IK[^&3A_"-:L1883*JP_GS_-FHM6J'[ZM6T]=LX@C\!6^L73V2*^L@"?45]"%WZD[ _LMS^K1178YV?\5)B
M][C?DQSZ:5B@TMXI.>'/5*'K*2[6L?IFR]^%MUR7G-OC!\/B
MB5#PLOAU3'09J@+RC QES!\C'-!$>HP0H-D*O"@9Q/V<\(L
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M_@H4.:'6E-?URT_;H$+_G9J>#"M
M:JF3FPX88-% $H+9*,QTPSG
MOS^.I"/^V06"CSZ'[X<6I8:]FKCL-/KC;5 P@9*YT[!ZJ5NK/(L
M4$PN]O19X+ E4[E9X+#ASGL@%)%:MB;\M!G,F
M]\7DC161H/WSOT"[/DY /5A=ZJN"U>O"Z@5DO!.L+EC]4-&N">GDSNIR0^ZN
MO5Y&L'I56+V 7#V"U06K'RK:-2&=W%F]WZUM_*7JZR'YDWH1.0;$.FSM65W 
M_=IXAZA-I3V9G3O;]DKN7'@IF&E/
MQH"FVUPMA ,=*C&G]6-NCRFL+Q5(89FZRE]\#B!]L$T]5#LD@RN[NYOOWZYN+J_VU*A'LOVR(@^X:%D
M^(8YQA/EAZ8-R_45H8AK%%W1-!<(B.F/[YPL'KUL4E^=!%J
MAO%$33Z@AM1P9B?$5YZ.3#1P:%C4TO#<=Z*IC86V)HH-&AL=V,S$#X%=%!I4
MZ6JTTY'=]>5G/S&[OLS,)WG7%[G3,>/D"=3U5:4?2#W=F?=S-7J*S-11L#U7
M_[.V:K,OPI/5/6*%6;5JD+7Y4.(,LD"[W"":6(@J$6VAV^6AW6YV:K 0=2AH
M*\VNL&($DQPBVL)"%[I]J&C+@/8!WNI14;0EJ=D3NBV8Y!#1%DQ2>'7R$*AHB^4)P22'BK9@$K$\<;!H"R81RQ/U0ULL3XCEB=*MEB>R!EMZ(0[H0!W
M^V@M\M(!MMD^TM/\=2+VIK(_I?/7Q\QI] WS"F4*:PC
MHG(B*O?:Y2.B%0=%H*
M&#V'&2>MR^@1Y%5:W+HEXM9[CULG4\J+0'/% IF'&&BNP+5159UZBH@T5P'N
M*EENV5?4]A9G%J*;%]TQ?2,HKH;V7NDAZMKA7_# N:5>32+4M9/<@3FJ O_]
M.B^UP[]H[[0HYA(CY\ "U+7#OYXCIX#8=.TD)^;\5XM_79AKB2%2;KI'3KYXRCX+T>;7T4:([V+?A>0>$3HM^"7NN!?1'*2P^"7UCI^$>M1
M6RUW[&J&SEN=EX/WU[?DG$[*:9X?CHUW62LLK
M$YCP @YIP!01;A"TEK>4$HEL3@J@M=0%GOH+3+#8:QD?!;%8':24>PA$K.G4
M(#Q2^II.[653%QNW)IFM:@95*Y99K:H_WJ5FEJ+[&JC@^1N.D UFA>E[R$]?]:X1=L=0A++[67
M5T5'AR"GO9-3#> 7*RK546VQHE)=V=2&=E[GBDKAIU\JA^"A*O"!\D=5T7ZM
M*RI=L:12"4M$+*G4G$$.U!8_W)"Q&!TB1'D8HZ,C%E2$\2_@?W5L57K,4JQN
M5$Y5!5/LG2EJ '_>3-$12<#J$%00RQL'RSNO4,L
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M)^CK@NY(TF]'$10>X "?^2U\@DTC_YR">
M_99":[/6)V2Z,!Y V8](^#>J]L+(('*W*6&!)!6Z&.2X05D%O;E4WR;4Z6A^
M?"=%O(/2;3ZVPM2/Q_3-DLJDZ,P\\O/:\8)4\;?97QGE.R?2I+"K(3:LG!*+
MCJ'N[YW_Q]Z[-K>-8VNCG\];=?X#*M-3X]2F95)W);NGRG'2B;OMV&6[>]XY
M7[H@$K+8H4@U0=I1?OU9 "F)DF5;-B\"J#5[=[S!JL='0-LUFL[?L+)W_M;BW3YTF:W;,8;?9:?>H.>RT^JS?
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M:CG-)^^U!ZQ+6Z-VW[3AZE%OX/0$[$.S9[4'/;I)OMO;(LD//&3^3^M;J56@&66
M:P848>.4TI7EC>*^Q[3T))A,J3^#FVPO=N#-B>K>@9[>,3)R?>K;+BAR
M1@\-ND&DMFC(:$^>*;C\Q."ART+$,6.1"*"$\?L1#T
MDMAC (W!TVZ#P+EW/0_&B$,">$A(*.=,O,AG42,CD<5?QYP\T-I\>$!K?&C-
MO!LCZH;IX$W&:L&OXT4_,".UHI^\4(*B'[S4J:+1+;JE=$W30+1A+&>-$M[0W*:*D3AR#B
M!:GQE-4*?LTZ23[X!L+UN35?+!/ILP6_.7-YC.,R^=SDQQU"S-F.5& 
MS01?I":3'4S8G,#MP)>!%S!XA+,%_TEL*&%K35DHS; UTV?K.7YASEB+" O8
M=O#X=^30ZI=G PQ*MF9610FO_/E-X@T\5*#%G5D+D&0__.]1S ]O*9V^^YC.
M^"!'$+E ^8J-?GYSS/^\&/UI-?]L67\*=7U#8M]-?OH=
M_K#>P'QINV!*\I_?'+;>_+O9&EBM/JCC(\W.OJB ]G2V:$]W8.9ISR]RUF;R
MZ@+P:9OMYL;F/'A/ LY6G.5L%D E>&?P5G* \\5K/5[W[F:M$-_9Z,R3_ Q)"$>>QYP;V ]_5-ZX#P0)DVJ_83
M;UQO(CBY;I1<_&1C_DQO^?-KX(-!%8=B4C]V!!.+">'XN\L7EQS;?\
M>\4\,7-(-3J7$_1SO;(ZUH->91KYH/W0&#?IHN\<3X(P("7"!V@(-Z,"CCZ8D''IX[2L,A
M*T)8N>YK$(D) 5[G^C%S+A8S]Q8R$31A#IJ]:KO?%MUO;:*3Y8GG5:C9ZE9%9+U, P=;-[!M#@85\\0+E;S=LEH%6%/PM\=*M_Q:+?-Q
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M,>>7@>?:L\4R@AJ9@>[H+#7\%6L#7_2Z]:X]
M"4,6Y8S*+E0XL_&/='I+&65VF+QRK=>#Q<831L7J'IY=9KRRN#A9\266WMDL
MC*A<,KSI2B*HPDF7AB6KP<0(#ZDMGD*C[/)(L6 L64XI%SE/")4K\N4R8[$>
MWG/IT/6 40QXV93Y\O7I>LNTX7(IU3^^ SL,WG,B!SL7MP9#T-0D50#F*C15
MWD2G4Y"9W >6:?V\?1O7-/\"#UM>*_#A, 3D^C71_+]CT(+13#0,&I_IVY@Y
M2]443-H.2P+80R:TOUM!EA3*7>M) ^&T*KP^R=@*,?(:L2BR
MOO$QDV/---F47_P,!'<6<'[AS].1X+1NNA#\UXO1#?U>9):H,^@TU[*6A;1Q
MBWZ?RO$JGOI+&$PV7O)1+L"^'%/.+N+H4BIS&2A8UH/T?PDMW@(3=2W6VMAL
MB0F; 1]MV >DNM1'74W8KIG?A'TY;B]_1[:KT--U<6?="G(\#5TOW48G9OE?
M%EOSCFT[B(4ZWY+K""P(*JS<#P'\9]4<^N7X^L.J/>1R#D. W,:N(U?UALFJ
M5[%U5+PBL;FD*3S*[0,\<>AR<3@YF9&]W.T!($X=6((TBF:] DD(G>
M@?&]-)FE^>HY9 1? Z!S9RO=CRR>#)8OJ-6M:Q,^=D?I)F:8),D!W")V?NJ!
MTIC>,? AR(3^!>U.C'0BM2O5EU47<;G-2"(B=E%Z8I=3#(V2PVNA1')[$D]@
M>8@6#&[/F>^#2A1-:JX>H(GQE")VFTYVX!=[PHVAJYNQC,6%XC7288VY&%R9
M7\!I YS)A$7CP,EN_A*.N/0*D^NF-)1C60^,GB.Q!IY?>N(2:L^3?$A]=PZ^[\?42]UVL.C<2>IT:P+B$'C&
M]]-@E^C/"#JQW+AO=9*-^UOHI8AW 2B@FLMMG,*.\,& 6\ZU BCQC;VR*E>?
MD3KO23(_\@USGP1P-;(E]J!N/L4 ]$D.?%=F5@3-,QH";M0)IM'J'"'>L(KE
M0?*-'L"M"WP=N+=SH\"1(WC(F+\2\EL>1)'9RPLFQIT;Q!P02RU9H<)WU/5D
MX%4\6WPO\'MXR,E+82+9,%H5D&6#YLQ+(GI)<#*C(5P_Y4"<84S8LT'>('P7,*[0M'4M9<8@AV@)5+=7>'(/6Y '@5AQMX<)6>-
MI"9EHA&/T/J"J%,>7MZT<0A>,T:^!A$CO7R.5Q5S2[$?M/JKX?7"FCBJ[L]7V7ZZ?N4^9P5'$I\;4_76K6+WNUV
MHUVOW]8).Y4V*5IFJSO0"3R5MF[US/7M&]5CE_[AWY;!2:UVY]4C:[UAK^[A
M93+USRX]ZD? Y)_ /YU*USW7L13==FOP('>3NTTE]-)U?GYS"H;KH6FVH1M;
MK<"^8M3[).U=,?79=CR)97QV=7\1MT-7+OJ[&,U?OUA9]0M8@U]BWY$'8XRB
MF?B<^>[:_9Y\!\_/?LWNH,FS&_H=M/LJH,YV ZEMF9V>9K)H=G_0?'+*D/-ZMZJ:\
MA#(8\S]2/EY\N KBB '^_Q\+@T\BR?X5G/KQUNN ;95@7DOK>#[X'KFW5'_/W2VI8%F-MNO=KAVY9-4J*,+YCW.
MTG""]G_&;L2@I:[/MU=P?MP?HN?_TZ6; [^H'9
MW]B6VXC[@Q["MVJQOW!>&'2:341P!4%A#KX0Q4ZGV6DAC)M\FHP7*:-]<@]K
M!#<$GAM1_V,HMDYNIZKKQX;L-<0WS#_UDWUAS+>W/9R@8UE:6(%5@;BT])A_
MXFT]W)OKQPKN$L4K)H,Q1:9G6JVN^6JO*VW/$_WA3S]@TWGKZFP[P5)!.]LD
MLKJZI[=Q\GUQ\O3G]^ONGC^3B\M/5
M\F1&"1_??".K>47\T<)<3ZSB?NT9%FBW%4*80ORC0%3ED;R95#J/)]!T
MN([/CV$9A<'D<6,M/6AFOMLX9$D],'(KTC[D0!0[!!- 7A?[BU^3K\5&)6VYA^X(# 1 5#
M>4!,$BOD#VN6/]3,;-H^!]RD*]1G/MX()L1?M'J>&IH?[A^.2WSU<7OW_]>'AR<79Q]0[F
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MS:LW;=3+]GIV?1.:8[6D/?7@+MP5ZM[CI_?5*P'!:H@]CWB0"T]_;6H.@,C$[31(-"#8.B
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M5M:S=0U]KKYIS[36*Q:5W:9*T*ZD8^LC[;GZ5ZT.-*O:-E4"=JZ.I0QT$H3#DV5LGR_:UFD^,MR>>&6QC7Q6):"1_?6::'D;^5$6F+4]&K+\
MLUO[T&H>FH/'V_?$VTIJYJ;YK2.;V2^IF1>C*VEI%F,KF-VGF_G(VTIJYJ/6
M0C'-C-DO83#Y-0!WZ0_07##1^.M'-;3.2ASQ3-,VO"%?&YX>M-"&_FN;<)54
M2;BDB7^R99'NQ3VS;(&C#[/L+XO2C.?4_O8\:9MO_OVP_:NMR]F!CF(=F$]H
MERR\!N^1?:#LDD;WY>W29)26H\-E9VUZ/'1N]XD
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M*+FUGL/(E%K7"[S2OL2C:F(NL>>
M0P+;CD/BPEL9_.'*J!2\+*E-(5@QI/)! 72>QVS1)9E&N6< ,_O.0MN5%:#E
M'="?I-AR!@!QM4'NQ^)Z'MOCQ4W+>[AHV+UL$_0^]@2BA!(O@)?(3LGC;-+<
MM< D6T1U(@K>9V#)7]CT.A'"_3B 1HJN4]]FB0*(%MR*O$4\E5A"EZ =?)2$
MY80$YTLIX%HGJ9DNA.IY9"@ ]#E04"CPRDA8JI=,TB>%JL5C$UVC\ZY>3 ?2OD)Q[O,YMQ3L-9]LVR;+PL&9\TTTV45[R ^;)L]U*SR('\^DZ.
M-'FCU ]HK"Q"+[!(M7/1GT6C*9\_:\B )7PIHY6'0[?NQRY(/^G#:%L,DO+FR^&X%+@W2S1!
MEOE-8,B*+"N?!3S 5,GRFM6')K?+K@"[&AP&KHV2W;>N?.6RU&]>$'"1G>L06ZD8CV)\T-U2\<(S$W!Q/5I%(0;QL@S
M"KF]IC44,5D4+MQ=TCJF9RSW-3,?U#N8,?:!^6SD1OS8=^9A*.8(4X+Y/.'3
M@E;6ZANQ+1$>W
M6+L W>\,.NIT_P6+=U838"JUN@*A-0<=A93VL?[?N)''+D:GOC2T8^HML!H*9#CHJ=OT"E1X
MYSWO_&DMN[[\L+WR?@&G9[R=GC9;Q>KI-0OOP#[;?,M7X8]QL**D\+C<(I3]
M_23@T=<@^B^+Q/J56U^>J;#52H:'VB ?+A>W)?XQ:$4<^K))R=NWQ&=]44MI
M':T(STMIH/X2A.E7XCJKH!&X+>;_OK3^.SBW^A\K@'5C?]>PELLNSQFXH.%2Y4MJVFU5.S'2U\+V.%#AEFVWV.Q#S,%]XOS8AN^* IBV'KE4I
MFV7 Z?:K N>$3MTH\"X]:K-S]N/'F6=O"\\V=E=)\%B5P1/.8#AZ7X*8LV/@
M'7D73RX-PBTGQG8R,5:*UE;P?&3#Z-0'^RL6C]'9&-JX-'_.I>" ']MV/(GE
M"OIL_>P,RVY@V$^41Z! H!0A_/87LZ-MA=WK[HPYS*J&QB=O0O\*?@^'%*8M
MG]U3;TFR+Q@79J]2U^$S+EVO[_,U]V%9GWG[CO?]7Y^ _,U>[,"7Z\J^'YC8 \%/KMD
MOO\H3$PQMP+H7Q4'POL]VJC"%^F]Z>V[>)9??KG;I*G@6GLOD9
MP+F\\%E*!J>3>T!H>S^H!?_;#4*=5E4(G<,$PSR/BA#A9QHZS'^)Z]-N]G8$
M4&6T<7''0B\(OEVYSBW[]0ZFEA-P.V[&(6,O,?-V-]KZE3D.EQ[]03^)95+B
MW ?79[J9=I
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M,-\-PJ]!Q![9;:(>)G]V!"+= M06GEJ%MH0M'G+V=RP(5)P7\!#6U=]W
M#NVF(@?JG/M3IYW@NZJ!]::G'XEOW\]N?AZ?7%V^O'XYM-'\NO%Z=<;\@?\^OO5
MI^N*)(-Z]SJ]6U.S8WGL1.YC:CXR6_(J:5D&$2R5^XG)X2#S8Y?&U"'4)_3V
M-F2WXGP,=\&GHOUT.@T#L!GA%V^6OS<_M6C)Q!#G*3GLCGG!5%P)VB4F^FD(2(:@
M>@#MR+69/#UE(G:]I"JY5MQW_B)X6/HNXB7G",&=D6N[T\790=. V;VR)G@2@!GAO,O?^E8WO\*F8LB4WIJ/.'DV5+&CK-,H
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MWQ9'N[J^\%,6YKZXSEV,L/,0A]<2QJ8)O/'%%UK-T.0'/24P,3\59F6G]VM5G/8J!.)-5/$:<,,R)/&MS">E&Z2W[
M*\%8AT>>3@M/$8K"/8,O8\Y&L0=@W"TQ3L) ,Z%(\R=E7PK:Y=]*
M=RZ=D1R&@)+VB ."85IO1[(SUK
M&\0I]K\K&U&/1Z(:*XL'5 $ZD6.3T^LSTL.30?KPY5'^,^M
ML)15Y2HL(I9A$1J1Y4*L54XU@)J\T5*&KIC5'3;QW?G1[5]F,.&3^:8 >+GQ
MN%FR:D5.DV66SR(-1D8:^T_"\V*B,*"+8!CZMZM1'6$Z)!43>'(P(E]6;%C&
MTF3 >2[OITTE\;AF 2I<9%JED C)3]U&L[@F";@E*2T$D'ID,_"DN#@;
MOP@8BV?98K 41Q 60/B@>5-P9\$1\9XG(F$[_)3[I6:CKYI>6HT"XHF9#*0(
M>J;1 INY=]+E=>(TR/:L<9G6)T#5?>HACU9^03=-<3?M=*V^F!N$B],#!Y7AFN&\F1RVX6_
M'YM+^(-@HGC-@(1,WO=6/W#3IG 8D98T>5RP*@?DU^4VL(0%KF(@B:FFXZD'P\M%IV!5G
M9 L\AD+\*A0JV3!ST*T:P2UZ+=0-N$',%!'MHRC
MRQ)4Z1OD$H1LX'YU;5#:^I>E\S8NSUIYGL1N-=.JT"TIQ+\TU5YGZ9
M,";))@K"OD_E8F,QU$0&1?2/SJM@+7,E@7)"GGD\:::TN_OC,/B\IML;7RWZ/8NFS"YH1XR;)^$A+X&@10^$/
M5R+FAZ;5*B#R]P"9+;RJA#'2;);S:#IKKB7KW#@-V9T;Q-R;+:HWQC+G$K(T
M)[3,E6ULS:D_3]08<_03NA?5U3)S@'A9.GM^9B!B77IO,I B]P@,,_6T]M'
MHO3H-SS=.VQM>:U]5=,*K+WWJH9M;-E6U/CZ31"OPW=1>O&PT\ZG&Y6KAL9-
MKS;!NUQN(Y99P PYF2S]@/E<\B^,L.4WTM_EJZW\7/7S P/>N$XWAF>8_%ZPA%V$1FWE>6JE<5(Z3G\6:R?GG]/XA&!4P5=NB
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MJQ#C"PK#CRL,2B6NK 5>"G?A\AQ<';6O\"-WZ*$PY,GH)-4M!:51:K!2EG,B1V2Q
MJ/"_@2F>I:/N)CF\@=??AW3Z\YODOQ)QF :QB
MT6949\1?&_R13F[3TDN%T$D) 6!49\1?&_Q+B,!KAW^9_M4'ZHF"JB7X524$
M[U%RV<0OC3!&$711 E0+ $:!>\@@%
ML.-P+PI@Q_D.%  *8&\$@!2D8HX$!8 "V!L!;,Q2H0!VO%.D5@)0.TV[LVD6ZV%4>X^P7#(/(_"JSC[3*'GOD'.&F>-D\81F?^8
MD?#BKX-A&0OV]:A06>X"P[;5+&9]83T+4"JSPB-^]:EF=:AD6?(BVW:CV2MJ
MT?Z^E:HL4^G_6-DM7+Y9= QX+'%\ L>
ME5;J$# [1Z9U9/5+& D;4V?*2:[D<&9C@':\#N.@G- .9LXPL8P#25FG,'IJG4-;4P3:4>VGI$G[6=@\E27H>E,%,=_795QPJB
MCAD#4S38%*LKFCKD11#"P8S@3&M9V#,657
MH[&":",S(3-AVDJ]L8)H8Y*P8@>X9W1PXYP63&\.Y,8Y1!L35A6'Z3O&H%]0
MH!X35J4ZC0>C,I;NZY&K0J'M@4F)&\SV;)K&])9RD'+4^+,Z$O!DS@4=YH_Y+VABT%O6)S!:66M!0>1%MI(JJJ:+3;&-^2S_E1;0QOU5U
MO7>C6]0)KYC?*G=#EG74[!Y974QRZ2:YL_^1"XTQSZ69W'#KE^J!M(/;E^5/
M,*.FG CG1S;*4QGOJ?>-?%Y66)-?WH34?GA4XZ9T&B;6*DBL67B.HPZ3%R;6
ML/3:WDTFF%C3/2B#B36,EM=F#L9S'<5A!M9*9JS^J18\X#VZ41XVD]-'+F^O HGWRA( DFV#",79LI
M&!-L-1HKB#8R$S(3YIC4&RN(-F;TJBY-T#DQ#C"EIWKT[L#%E)[F(CP)9SRB'OD2Q)R1XRD-HPGS(TY._3O&HR#D:5)O
MY<*-";R_,(%7UG*L/B;P-)BP,(&'6^3V;@+!#)[N\1',X&&@L_@91@1-YY58([U\&A'':8@S%N5:(?U&\V"ME]BWDI]
MNTL'A5??[L*\E7IHZQ&+UG8.QIUG-1HKB#8R4\6NEM%K%Q3OP[0-)LGJBC8F
MR:+W[:;1P1R9%D:AU3PRVT=6;V]S9-I*#DNTZ2DWS,:I'K<[^(9[SC07X;Q$
MVTK]-7(=Q-&86*WY*9*R5MLE#>VM2K5A%J^\Q=H%&8N8Q<,LGJYCP,3=9TI.
M)9C%TSTD@UD\C)779@[&+%Z-Q@JBCH7
MM+P:LWCE[G3K'C5[1U87LWBZ24YD\:P.&O*ZR0VS>*K'[0X\S.)I+D*1PO.H
M[QRMIO$N:1CY+!3%X!J7C32-=T^];^3DD;P=.9A@[JZDW4?=@JKX8NX.:
MC@',W2DZ@6#N3O= #.;N,$)>=82\VROH,.QZ^N"J*B^BC511-57TB[+[,+V#
MR;2ZHJU',DU;S[[D%4&8NBM5>F6(#'-VVHFLGL;KBT2V6]]AWU)O>)RE0L(H
M.XGVF4*'?7).PR'S/)ILA%L>:+GX_O1T*6J"";-R$F960:4&,&&&"3--QT"S
MW6@6=G8X)LPP8::6A#!AMB]H8Q1DW,F&FHO8@V(JFAY,3^LR;N/]-.;KC_3/50VH&/
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MUT]Y$6VDBHKM/J-7%%5@T@537'5%&U-W*;5PAQ62=NTBCH)N9XFGS+C '-8JD>X#O[&');F(DS.3^2NPY(#%H]7
M3UV<;]#5?VQAT<$^6AMJ+:&-"J^(J92VCWROH
M]!K,9U6Q)VN ^:QRUO\VK &N&--A(&!"2_4(UT&("2W-17@5R[S6)"!GU'L2!,%4%H:G*UY#;;1:F,G24'D1;:2*JJFBV2]H(1^F5C"1
M55>T]4AD:>OCEUS9#]-FI4JO#)'ID2]#D=7>>'V1R';K.^Q;?JTM]JX>)4#547T4:BT)0H,(>#&;.ZHHT9
M,\R8H?0P8X8BVS?3%3-F>V808,:L?&$\0U_RXC6)[6/R2_W!@MDQ#68&/7);
M=5'V_4M][19MU&U,8]43;3VBT[6=-NOISR+:B'9=J455M#%7@VC7%>UZ9L;4
M1;N.[HXV)B%FI=!&W&?X,<.$&::="2-'/ES>>I^T;!AXSI,)'68'(8W<
MP'\'763A,B]U,1JY]O[6X(6EMIM_:^]:*JS_BC_2SS_C7,VN#^"/^^YQ'TPG_FKM?:IN?M<^L*:[^
M:'[N&G_,K6%N;6?"*'.OZ15SR ?J?R,G03@5235&+CWZ@RX/.YQ?L;=)M9)K
MP3>-?J^/!QT69":5.5;XJ(0QH$=F#<\VW,O9 <\V5->8VN?$F:IHZQ&G+KF\
MHV&U"R/S.OJ]JBHOHHU44?'IAL:@BQ7!-%1>1!NS3Q47#^P85K-=#%=@-JE4
MI]'L'%F](ZM;@N]8^T34;B5W]C\M$8@IP^>OHVFIC-S*"=/L6\ZK3 D=\+:(^V#'G@>W2B/%EGBS[^U5 'F1^D*1U=YXU:;F'.;*,%=6
MTQCH;Y>?#R^)99KD]/P_Y-<_#')V=D*.DF]\ATT9_,NW&3FGGD?^PWB$J;)R
M-JZT!D;7PMU;.DSQF"HK;1 TBEJ:AZDR3)6I)B%,E>T+VGK$O[6=@$L.:M73
MW59UK"#:R$S(3)B:4F^L(-J8"*QX;YIE=(I:+(JIN5*9WAP,E\GQS8+Q,HYONV7QW:
M;S>-?E%'Z&/&#S-^*+/5R2@N@[OV+Z^XV]AP'8>(NFC7,3:L*MH8B=OCV;IS%EIV[*[B9TKR,:88&ULE)VS6[7:/7;F++38!;'E)U^,CNXQY2=
MNE,_INQ41+N.H5I5T=8C,%[R'FUCT.GC"9CZ*2^BC511>:6E=D'K&S'-@DFM
MNJ*-2:WH?=/L&^VBRE%A4JM<+_T[)K50:#6V*3&IM6?S-":UU$MJ77X^/#_Y
M3$[B,')YJ$^1$+,T)>_'4PPUUKY9AI_7X'"[II,N/O<0(,"[KM
MY9R!IU2J:V)A.DL]M#%<^,/J8S])1>Q%MY(K*N6)0U,8+3+%@0JNN:.N1
MT-+6L3_X449X"Y-F&@H-DV8:"JV>ABLFS?;,%L"D6?G">(; Y,5K$MO'I)?Z
M@P4S8AK,#'HDM^JB[/N7^\)M6?N#M@[1TKJ@K4=LNK;39CW]640;T49JP;S-
M'BD[HHU9LOJB74?_1QLBQT05&HW[##^FG##EM#-AY$B1RUOODY8- \]Y,F:H,$=57[11MS%'54^T
M,9",#O#>*#NBC=2R-]2"61-$NZYH8XX*>O0')7^#1@NI:7)CN4@]M
M/6+2Y9)YVS ['3Q94#_E1;21*BJGBF83#Q;43WD1;4Q'U<:M)TMY'9;@[V!Z
MJU3IE2$R3(EI)[)Z&J^81MLS@P#3:,K%0*\"SD1>[.AK$$9CIA'0Y'MF_&*>;0],P@PCZ9<#/0ZB*,QN719*#)E7V@(O>>NP\@1
M^3*C442NV"WS[1GYE86P:P.R.PQ2@>FACP%WG=>[U=/!5'2N(-C(3
M,A,FJ=0;*X@VI@21F3 !J8#T<&\@BJRVMC*F'O?,(% U]<@#SW5(.J85E$:9
M='41C5E(#JBC21I1=5GMDJ=*2  BW)6F[A#N2E-["'>E>3J$N])$'<)=:3R\
M#+C+/KVNW>TI>] EJB_"K0CF7T4*9Z9?2TDYF-:'8WR6C=!1#W^
MKJJD5NUEI5Q>"Q&O.K6%B%>=W4+$JTYP(>)5Y[AJCWB95LY/)=@W&X/=2DJI
M[+JV+:/=*3,_IB2H]2&;?40T:[6V8I.25!K0O9["?BNI'-QM2<
MDE(JO6IEVS2Z1='-QI29DK#6-IJ_,0.&(D![<\]$L"&G50L1[#RME7RD0X\M
MIF/'OEG[XSGC0UZY!L7"7!U(%DPF;^9RED(G-O.\5&E_?F.^
MD9_YE-KSS^G]Z>  S??HE+-W\S_>)P\F\&0Y4R4P)J-P54F?29_"J-XP]ZF\
M!;W7:.XTD9U#70IAY4&G,5#YZ)E=RZ>LA08X4G"DU$L^.%)*E,1CMM06 V-Y
M:V_>D /Z=M-IU5O_E6=L/11G30?62PW0ZL1_$DRFU)_]BQ,V&C$[Y]
M%O*Q.R7_)"&;AHPS/^*RR'#F?-Y#-=VYV*U[A)H?2T%? :F_(Q$48-G__F,QH2:/8$24@S$K*1
MA/:9A*X9$Z:''7,.AH<8SE?,%K;)34A]3NW$'!D%'HQVZ/&"DD9!$ &!H-&A
MVWAW<+SO\WB_&4-G;\=RTOXK@';,IW5CQ3R@'@^$20*>R$.1O_"55K/1R?L,
M,F6AI*6Y<22(*'_3.J8QZ+5R-X[_'0O3;,18)-PSZH+=%;N>4!ER\.9Z'$P!
MQXBT37))PV]OWDIK+'_KFV7!&@6'0W8HNA#EAWB0]PF'L>]&1NZ&C,!%SR_I
M* AG9!)[D9N.5Q"X+PQMA]TQ+YA*OWX:!@ L^.H';\Z"422%G_?5;3-WXQ/E
M:[R6S7'RWOGDS7#RWN_)>P<1@S0(*6*0XF,01SR"W\3<-K\T9!/JBM@!"<3T
M(?P"SNTUAPVC!:O9@<]=+K,O[\B!"U8[\0+J&T0N^8&V0E]^ &L,9W+TG[,(
M'A-X0*)^QMHWR+T;C>'>^6.!CW)38ZMOM*W24&
MF5!!MI)@\S[TFDVC9!)HFLW!#!)_)!+R)Y2CW4OL!2]Z!KM
M3F[XRU&+;GXWNPRU.(YO@7Z$4=#/KQ/"I@"]>)8J%DYAF;I@&9;5*T,7SDX_
M7%R1J1?S B(8^;W:(066)E,1R^)2 B61AM7-^[3&)N/A9@,W$,$IM_0V890D
M&#<-@SN8&T7D/21BYA61>6&N!V&8A.;A"ILQAQ>C/;GE O.V)U(*(!_0?/C#
MABD6W(2,RQ&-04[CP(,V#YGH K7'+KMC#AK0FAG0MVA [[,!+4A,F,M1&,N,
M8<);8RK2!Q/ZW9W$DPQ1@NXR#K(.H^[5*E-72KS
M#*PB3"71^#OPGI*T*EUG4.C0+VP8QC29\F5AWDSND0)98H-!N]W.FI'2U0Z.9? %[X H7NH!#_9M/ZA%]C
M;T:LY=*$7ZDOX^[)5UVTHS2SHR888=]WBZJ,"'M^4ES0^>)4NVRH'024Q-+!
M"I'1]BF%JSW^;OX'Z1KD--F9^2LY>',9A!$YG0@F@R=]A4]C<@8_OGF;S&RV
M6!K_=+0^;X?ZK=R+_@D5NTAE@V1XOH$)3ZW7>ZW8T#VS/:&/%6T9M6
M?6V[< *$ITE$Z]&\UVR^"7"^P?EF%PO_.KU=+?Q#FU@SCIHB1R%'[8*CFJU"
MC.)G.2J)F;:?6)B<^^1<)#W-2.]O7 2']+>)_HZJWQYFF:;1*X ($\Y.SS"2
M5,XC<>I=0EC+TW%ZZ$9JQE;AUFR%?(1\E)N/!H5LL$>6T8QE.#J"^\X\.U^)
MU&H,!BU=3TMI&=V"5BD"LM!<1RI%8KZ)['CHR!,%$SO/7S/U[#%S8H\9Z88Q
M-UO-3BX=NK"C0!QB8B61.DL\[?JX=-
M"O[&+/!66>!GLNG(BIJQ8HRV[+YS8;JN4DKU']_!XAF\!YOH[U@4WEVKLK%F
M^(HU(9Y'ABOU-F1ZX3O"E2&SF7LG/?#\NR4++@(E[%MIF(-U
MFY0:)@=+.$[>GUY=+3]^?/\V+56<&)#9$F(2CJ2GK(A^%KV?AL'(C9:BG7KP"2Z$WV;E9(5PTM!KTKC#26.?)XW+T/5%A2"O
MV+/[FSVC6T!VI_A"#IV&9;4+8^+LEH7LXI9S'F9!?(79_ 7PXKZI50'&S0@JBIZ7.1513S,$; 5T)B#X(
MIF*$M,814IP1M9H1O^=;%X!3H]938SFQS';3L,S
MV90;NK*\SU[+Z/;*""^4$.CJ-+K%R;J &%=7X>C6,M(Z4%L!K;:B\:UVHY^[
MFG2IS)*$T'/G<839ZE3!F%E3$O3[!M905K=0Q3T1';4S;SE68;"A(M
M^F2:^62SM^A7Z>U7+4*.T&-7G,/E/%Q+R.F$ 6GXOMA[(KZ]@U_%WAEY!>!G
MPW/#P/.$22Q.%(0+^=B=&F0:ASRFB5EZ?'U"!CWSL-5L'38[AU:S\=K(-0[\
MG0_\'SCP%1.)6-SY-8@8LS"#W0&;P/&GL.//]I[$P8:8)-1KBFS 66<#O4^;S
M-&D82++T7#IT/9G^0_K3:Z@=T"&N@M]G#^=#&B-*!S]_1P[T(GM48*'KKHW.(/>:]1OZ$_+P7P>)<3)F2L]IXDF_-1]P!=3"\I[D,L]:=+)B61)U6
M0O!W-'2#6.3IQ&F:@>>.$] ^N*((VCDI/'*!;UKM)9\
M%%&_QY?]M0C]$=(^3%76#\()]5ZE4L_ID[SR$5P6G9T^TSDR_\?JSWLJ
MK'(_>D<.Y5?*MEPKF+=MF65FF_;(XU=M!;COYS=68@T\,39>T["-+=N>YJP%
M0;\2M)*(>Q7DU_1'\';FN!QYN&@\F8C=N=+E?>[,)@*\YL.MG!QX >=OQ5U/
M\ONBA.Y,1H*8+Y(9KS0>E]UXD$7)_<0\F:+E4X3]FOLA[U[Q!/';.S<"E;,W
M=^_ $?'B,)V@8$*%_O*W6Z@W3#.KMI9EFO]5YJV_S\QGPC/W.8
M)^>?T_M3&TI&KJ>T&@.4S^/R684^+]J6
MU6AU$>V*T$;=1K3KBC8R">HVHHUH%\(DO1I&X*M'^X6Y$'27T%VJG7Q>3$W0
M"3ZE '?[S3/(FPVSWDDFL=2(A:I.$ZCYB'9=T:ZI":0"MZ!1A$:1IO)18?@\
M,)-Z:"8]+XM,TK;_ZM4V_47VKICZ%5FHLD_
M3/D_!8FU6-609WS.R!&Y3/?\D*]T\O @4B495G5)U2RX7@;@W&2+<
MVL>BM"2+UG-D49X+M!DOG?SE,O>BW"L[8Y11Z%5W'VF4+/?8.<-:6I:R46G%%5PYHU
MLHBJ:.O (CJLQ2Z913IM\Q$:0>]*.>]JZ521\\"G=D"^!)YH.<\X6C
ME9=S'P0..:,C.A/5.S:X.5^@9YXXW%*A*'+H^#>)]>17!&(_H_^S(7&
MS4&WB9:-+AJ+:",_5,T/_4X+"4(7E46TT?6IWO6Q6A:Z/KJX/I=A++P?N@S@:$ZL#WL_9"3FZ9JGMHB
M1^2<16$P#3PWHK+\<]LDES3\ALZ=_D2E@PE5,E&UNKBB3QN51;21("HGB'8'
M"4(7E46TT=6I?,^2^=C61W1UE'-U+F"T>$'PC5RY(F/UZQ^D>7+4^K!8R2=*
ME9^,*9?)K-6+T=_1GJW0G#EH]1Y+P*/**J>RB#821.4$T<> B#8JBVBCOU/U
MP5&#'9Y0KAS6NO@]\Z5\/?6^D<_+W4ORRYN0V@^7\.'A>'5B+S1O#@8=
M#.=JH[*(-A)$U031-*P6GF6GC=(BVN@!56Y#]!^S(=#S4<[S^>1-Z%\!^3T<
M4I]<,9^!]T...0]LET:,I[N8R)GKPZ-\\H6&  \Y^. YM^18#A_QS\E;='^T
MIRX=K!O<,8!C9>=C!=%&9JK<[S+Q\ AM5!;11J]+G86XZ'4IYW6=A#,>@:/U
M)8@Y(\=3&D83YD>JW'#GU!I55.:1%MI(@=G/_;Q="(-DJ+
M:*/G4S5%M)MX0+@^?L]3!X2WYDOKY/:B2QK:N+NHUNR%!L[!H-]'\T87E46T
MD2 J+Y&$_H\^*HMHH_]3^<'9CYY'B_Z/C50<(?)W(9Z&L#WLY
M/U]!'KIP@GZ._BR%9LQ!NX>'1&FCLH@V$D3E9DP;4\':J"RBC7Y.U031:YOH
MY^CDYWRFT&&?G--PR#R/)EF>Y0JWQ?>GI^CCZ,]0.I@P>%0"CI6=CQ5$&YD)
MF0G'BGIC!=%&KZ[R6D@]=.IT<>H^\2BFX6SM9+S??3_#6_3P]&RHJZ. 2JNE(;?
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M$<>*6$&TT8]$9D(_4CT_\G,(3B+YE86.E1GKE#%D8SZ5!"IW VTIX?=;#-QWJHXN7(6^^3E@T#SWG2[9'B=9@=A'*+V3OH(@OE8^0[+T8C
MUV;HXFA/43J8,#5!&W4;T:XKVC5EDA<%DU'9]T39$6WTHS1$&STNY?)*5\PA
M'ZC_C9P$X52X6DP<\O	DY23*] 5TO9<54G ZG<:%!KT,3CXK53740;B:)J
MHNB;2!3:J2ZBC7Y1U431>]:B0+='.;?':I(_0L8\L:CNF// =L'SX4NG)_O[
M54!Q>Y;^5(4V3;.'-HU^JHMH(U%475+/[")1:*>ZB#8Z/Q431:^-OH]VOL^'
MKY^N,TX/.3T])4>LQ^0!]'.1_G
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M/8D*55),!U,:?H,.DF#*$O^,OT5G3-F15R<3JN1=86V,:.NGNH@V$D751-'$,\OU
M4UU$&SVGBHEB,,!B3=KY15A<7/0P^/]M-%81!OYH?HSS''?I38JBVBCTU/YUNS6
M8Q8$>CO*>3O700Q.SJ7+0N'/?*$A])Z[#B-'Y,N,1A'X/[?,MV?D5Q9R-B,G
M;C0C@4^B,2-?8H<'>"*@_J2%5DW+,%M=#.IJI[R(-E)%U15KC:Z)AX?JI[R(
M-KI"E5-%Q\(4D(9.440G(^@PN3Y/BSI=,]\-0G+.?OR@/CR#G 44/1_].4H'
MV4%]%&1ZOR\&U/7T>+!Y[KD!0:!96[
M3!-1HZ,<5!=3S,L=\Z,X9+PJIPA%F\-]_:EX*6VV
MCI244MGU6PRK5\)6 R6AK,EDO:>((\5H2C%-H]UL(<4@Q2B/N'X4L\%K4U)*
MI5-,J]G;;C]4\I$./;:0@^/>97_-H366F56;YW1&7KDVC!D9!1XPF#C(SN6$$AY/
MH.4SX9>)O4UV,!G"W0X9N3[U;7&\PS3@KCCN;G[)D^Z;F#B$9
M4P=^N&,\FL!U1/8?/L#[N7CJ@W'XTGY]9#:;#%E(6I9!FJ;5R?U$(H[\R_T4
M:$H[]T/>O>()XK=W;@0Z:&_NWH$#:D!#*:]H',0<^KMVGN%F?8>1N49YIOG/
M-_.6R5%,;.9YZ23P\QOSC?S,I]2>?T[O3VG,%BV9;KO1;*N_<&!G9DL.ABS&T&DV+ W6@-7%K$2TJPSJMQH=1!MU
M&]%&M)%)E$"[B.1A34W*C!MKRU*_:&3NK\1PLJ@3_C6=/K2I'83JC_CO,?[U
MIY^=X8_V+-JS*#&<4/8+__I/*"\ZTJ)?T%*)_J8$*[(7>B,(/W)7[;E+55-:
M]35[>V\YUTI ZL\U"'>ERZB2,O!;GJDF9.?M]^=<5\R.QD3(,IBR,9@;Q6:1')%-Q
MV2DW3=0:[6)'2AF[[_7(I!4=C[",7M\RNLV"CE7692X>NYT8N-$$<
ML#NE8>2SD/_K2 >+5'UAUFKN0+AQV90J<*-V(]SUA1O)!-=@[H\1.I&G ?!_
M$9M.18F$RO;_U%J$RLT6B+8^23!$&W4;T=XWM)%)T.K4V>K<(NE^'H31+;U-
MPYU>0'U.IG0F:]VAU:GJ>$*T:Y4H4TXFQ2?)FF*%UJ"E[!I.Q14;:01I!&G$
M,LRN:9C-9Y>"H[VI@-X_L?_'6Z;9TMVFU3$&'=P^KI_"(MI(
M#Q70@V6TVMI:A?NU_'BC67BY6&>YGOS6PSY4780UFP$0;MP"NC8'='IMH]7K
M*6LBHLHBW&K O:\,T>U:1K>'^W3TM1*3'>+>ZAZ=J@S$>DM/.?I'N'$M?1W@
M1NU&N.L+-Y))K9=([N'I"!L-SZG.X4DMA*CSY*OTPSO7CT">KL."6X!S7$Y7EC=:BZ%X
M,V9D%'A 83!"B0,MG)!B1"'ZU@\D0[G9(R'CL19R,PF!"1 4?&KF!
MS^?7Q;X-GX2>T@BN_BN /I$[YD)0M$Y<^V# OK3#,T;#W _AA/D.=#+W@SXR6UKZ
MI&491)9GSOM$@SRBK*]YF*SPFO"7?,M3<^_L"!
MD41#+M0[&@-&Q4Y4'5
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M1)+016T1;=T33!J2A-4S>JW!(R2![HP"[LQ'-@V9[#HSJ,JJ9!Z/?0MV##I@G/>4R,JBW"+<:<./F
MGX6%TD6:T$=O$6[M_1@-:<+J&CVS>D.NT:WC'"LDEC69'+=4\359Y7"M_'HRBIMPVJUD%205)1'7 =2*7C?
MCJZD8EE&O]G;SIE*/KZT6.:6BK):3G+QNM7JEO/W)AH$]_W\QDJ.R7M"1U[3
ML(TMVTIW[Q/I#0//R3Q$UNF3(G&8'235*]^!Y%F8.1PNVX5' "@*WY*[H:;:N7^SF$_QW3D!V.@B#*WZKH/LC]C,-A['IBSB?!:.3:C$Q#45DWFA$O
ML&4=7=_SF7='?9>2D(UC E/BAF_G:V.XW\17(7[10KE6_I+9,-;I";3#7B$/C3O9,M
MAT=&H3N,Y0KG8%0$VHT"M'G>"G
MUQ=?R6+R.MKX>PVG\U]C;T:L]F(R![(+IS3\1FA$OH FNQRX90$+.9 B_\=W
MN/KD_>+BY9MZWVE;^&3;VW8A,@"W<%%@@#U^F.PF#R
M<*9M0$]\.PZ%BI%[-QHO+YDK$