1 LCP PENSION BUY-OUTS 2011 De-risking using buy-ins, buy-outs and longevity swaps has never looked more compelling.
2 2 This document may be reproduced in whole or in part, provided prominent acknowledgement of the source is given. Although every effort is made to ensure that the information in this report is accurate, Lane Clark & Peacock LLP ("LCP") accepts no responsibility whatsoever for any errors, or omissions, or the actions of third parties. This report and the information it contains should not be relied upon as advice from LCP or a recommendation as to the appropriateness either of proceeding with a buy-out, buy-in or longevity hedge or of any particular insurance company or provider. Specific professional advice should be sought to reflect an individual pension plan s circumstances. For further copies of the report, please download a PDF copy from our website or or contact Kathryn Gant on +44 (0) Lane Clark & Peacock LLP June 2011 LCP's market leading de-risking advice has been widely recognised in 2011: WINNER Investment Consultancy WINNER BEST STRATEGY FOR INVESTMENT ADVICE ON PENSIONS
3 3 LCP Pension Buy-outs 2011 p5 Introduction p7 Key conclusions p8 Five years of the pension buy-out market p p12 p14 p16 p18 p20 p22 p24 p28 Key issues Buy-ins: the basics Review of 20/11 for buy-ins and buy-outs Getting transaction-ready Full buy-out Buy-out opportunities outside the UK Longevity swaps: what next? Bespoke buy-in options for larger pension plans Current issues in the UK p30 Appendices p32 Current providers in buy-out and longevity swap markets p32 Buy-out and buy-in business written by insurers p32 FTSE 0 transactions to date p33 Pension buy-outs over 0 million announced since 2008 p34 Glossary of terms
4 4 LCP Pension Buyouts 2011 Part xxx Clive Wellsteed Partner LCP LCP has taken a leading role in helping our clients reduce risk through the buy-out market from advising Hunting on the first new style pensioner buy-in in January 2007 to GlaxoSmithKline at the end of 20.
5 LCP Pension Buy-outs 2011 Introduction 5 Introduction This is LCP's fourth buy-out report for finance directors, trustees and the other senior decision makers responsible for managing the costs and risks associated with pension plans. Our objective is to capture key developments and opportunities in the buy-out market covering buy-outs, buy-ins, synthetic buy-ins and longevity swaps. Introduction LCP Buy-ins and buy-outs are a natural way to reduce risk in funding levels, accounting deficits and cash contributions. With over 15% of UK pension plans now closed to future accrual, a growing number of pension plans are considering these options. LCP is a leading specialist adviser in the pension buy-out market with a proven track record of executing transactions of all sizes, including:
6 16 Charlie Finch Partner LCP Five years ago, the concept of a pensioner buy-in, with suitable provisions to treat members equitably, was a brand new idea. The market is now well-established with nearly 30 billion of transactions over the past five years, including ten FTSE 0 plans and a host of smaller transactions.
7 LCP Pension Buy-outs 2011 Key conclusions 7 Key conclusions 2011 marks the fifth anniversary of the buy-out market as we know it today and the prospects have never looked stronger. Nearly 30 billion of business has been written since 2006, including 7 billion by pension plans sponsored by FTSE0 companies. This period also saw the widespread use of buy-in contracts by ongoing pension plans as a new way of de-risking. Pricing and affordability is at its most attractive level since Transactions are most affordable for pensioners, typically costing 0-5% above the funding reserve - this compares to a typical 25% premium for non-pensioners. Pensioner buy-ins are therefore likely to remain the most common transaction type. Business volumes in 20 were the highest on record. Volumes totalled 8.3 billion in 20, up from 7.5 billion in British Airways and GlaxoSmithKline completed the biggest buy-in deals and BMW executed a 3 billion longevity swap. 30bn Total business volumes since bn Total business volumes in 20. Key pensions issues Key conclusions Solvency II is now largely factored into insurer pricing. The Solvency II regime looks set to be significantly less onerous than initially feared, which helps to maintain affordability for pension plans. Momentum is being generated by a jump in the number of pension plans closed to future accrual up from 7% to 17% during 20. The proportion of pension plans closed to future accrual increased significantly over 20, focusing attention more closely on how to de-risk the legacy liabilities. % The proportion of pension plans that closed to future accrual during 20. We predict more full buy-outs as companies bite the bullet and pay the cost to remove legacy pension plans. The challenge for companies is whether to write the cheque to buy out in full and, if so, how to demonstrate the value to shareholders that comes from the reduction in financial risks and the increased flexibility for the business. Despite a quiet 12 months for longevity swaps, interest and activity continues to be high. Transaction complexity has meant that only a couple of longevity swaps got across the line in 20/11. Only when longevity swap contracts are simplified and standardised will the number of completed transactions increase. Overseas markets are growing. Ireland and the Netherlands in particular now offer attractive buy-out opportunities. Multinational companies should monitor their options in the UK and overseas.
8 8 LCP Pension Buy-outs 2011 Five years of the pension buy-out market The timeline below shows the key milestones since 2006, including the ten FTSE 0 companies that have completed transactions. September 2008 Failure of Lehman Brothers. Liquidity in key investment markets dries up September 2008 First 1bn transaction by Cable & Wireless January 2007 LCP advises on the first 0m+ pensioner buy-in transaction (Hunting plc) April 2008 First collateralised buy-in transaction (Friends Provident) June 2006 Paternoster gains FSA approval. A host of new entrants to the market follow over 2006/07 December 2007 Nearly 2bn of buy-out transactions complete in quarter as the market takes off March 2008 Buy-in pricing reaches its lowest point ever FTSE 0 transactions that have taken place Buy-ins (regular and synthetic) Buy-outs Smiths Group 250m Friends Provident 360m Lonmin < 0m Smiths Group 250m Cable & Wireless 1,050m The development of a market The period began with the FSA authorisation of Paternoster in June 2006, perhaps the standard bearer of the expanding new market. The timeline shows the rise in business volumes through 2007 and 2008, the challenges following the fall of Lehman Brothers, and the emergence of longevity swaps and synthetic buy-ins in 2009 and early 20.
9 LCP Pension Buy-outs 2011 Five years of the pension buy-out market 9 David Stewart Partner LCP Inevitably the larger transactions grab the headlines, but it is the growing stream of small and medium-sized deals which is driving the pension buy-out market forwards. In 20 over 90% of transactions were under 50m. This trend is likely to continue. July 2009 First synthetic buy-in (RSA Insurance) March 20 MetLife announces November 20 January 2011 purchase of Alico Purchase of Paternoster February 20 GlaxoSmithKline May 2009 by Goldman Sachs 3bn longevity completes First longevity swap (BMW) a 900m buy-in swap (Babcock) Five years of the pension buy-out market June 20 AEGON exits the market February 2011 First index-based longevity hedge (Pall UK) RSA Insurance 1,900m Cadbury 500m Liberty International 60m British Airways 1,300m Next 125m GlaxoSmithKline 900m The market today Early 2011 saw a new home for Paternoster with its acquisition by Goldman Sachs, but the trend started for innovation has continued. The pension buy-out market today is a well-established and competitive market with a range of options to help pension plans de-risk.
10 Content p Key issues p12 Buy-ins: the basics p14 Review of 20/11 for buy-ins and buy-outs p16 Getting transaction-ready p18 Full buy-out p20 Buy-out opportunities outside the UK p22 Longevity swaps: what next? p24 Bespoke buy-in options for larger pension plans p28 Current issues in the UK
11 Clive Wellsteed Partner LCP At LCP, we excel in getting transactions across the finish line and make a real difference to the pricing and commercial terms achieved by our clients. Key issues
12 12 LCP Pension Buy-outs 2011 Buy-ins: the basics Buy-ins: the basics The key attraction of a buy-in is its simplicity as a de-risking tool. 5m Minimum size for regular buy-in 250m Minimum size for bespoke collateralised buy-in A buy-in is an insurance contract held by the trustees of a pension plan as an investment. It fully hedges longevity, inflation and investment risk for the liabilities covered often pensions in payment and contains important provisions to ensure equitable treatment of the plan s members. Two distinct types of buy-in contract have been developed over the past five years: Regular buy-in contracts relying on the strong protections within the UK insurance regime. Bespoke buy-in contracts including specific features such as collateral to further improve the security of the contract. Buy-in: key features A buy-in can be thought of as a low or minimum risk investment for the plan s underlying liabilities. It can cater for transactions as small as 5 million or as large as 1 billion, or more. The key features of a buy-in are: It is a stepping stone on the way to full buy-out. It fully hedges longevity, inflation and investment risk for the liabilities covered. The insurance framework in the UK provides a high level of certainty that pensions will be paid. Back-up from the sponsoring company still remains as an additional protection. All members are treated equitably, both on an ongoing approach and on wind-up. Unlike an annuity purchase, the payments under a buy-in can be restructured to comply with the statutory priority order if required - a key trustee concern. Administration can be retained, so members see no change in the way their pensions are paid. It has no material P&L impact for the sponsoring company under international accounting standards. It currently costs 0% to 5% above the typical funding reserve for pensioners. Typically funding strains are very modest and can often be met from recent investment gains this means no additional company contributions may be needed, even where there is a deficit. Equities 37% Equities Bonds Residual Liabilities Bonds Liabilities Insurance Policy Insured Liabilities Before After
13 LCP Pension Buy-outs 2011 Buy-ins: the basics 13 Pricing for buy-ins Relative to fundamentals, pricing in early 2011 looked at its most favourable since the onset of the financial crisis. The following chart shows typical pensioner buy-in pricing compared to funding and accounting measures. Funding measures for pensioner liabilities Pensioner liabilities index Dec 2007 Lehman Brothers insolvency Jun 2008 Divergence in pricing Dec 2008 Jun 2009 Dec 2009 Buy-in price Funding reserve Company accounting cost Jun 20 Pricing most favourable since 2008 Dec 20 Mar % Typical premium of pensioner buy-in price over funding reserve. 15% Typical premium of pensioner buy-in price over company accounting reserve the accounting loss does not hit headline profits under IFRS accounting. Source: LCP research Affordability of a buy-in for many pension plans has also improved, due to strong asset gains since This means that existing contribution plans will often be sufficient to pay off the current deficit and cover the cost (if any) of a buy-in. Paying for de-risking Funding level 0% 90% 80% 70% Actual funding level Headroom in funding plan can cover cost of a buy-in Target funding level after payment of deficit contributions Buy-ins: the basics 60% Source: LCP research
14 14 LCP Pension Buy-outs 2011 Review of 20/11 for buy-ins and buy-outs Review of 20/11 for buy-ins and buy-outs 20 saw the market's largest volumes to date, but volumes did not hit the level that some predicted. See page 27 for analysis of the pricing dynamic between regular and synthetic buy-ins. This was due in part to unusual market conditions in the gilts and swaps markets during the summer of 20, which made the pricing of regular buy-in and buy-out arrangements appear relatively expensive. Nevertheless, these conditions did in fact lead to two large transactions by British Airways and Alliance Boots in the summer, which were structured to take advantage of the unusual conditions. Conditions at the start and end of the year were more normal. Aggregate Industries completed a pensioner buy-in and full buy-out in February 20 for 305 million and GlaxoSmithKline completed a 900 million pensioner buy-in with a bespoke collateral arrangement in November 20. LCP advised on both of these transactions. Publicly announced buy-out and buy-in transactions in 20/11 Alico AEGON MetLife Aviva Legal & General Pension Insurance Corporation Lucida Rothesay Life (Goldman Sachs) Prudential 1,400 1,200 1,000 British Airways 1,300m GlaxoSmithKline 900m Transaction size ( m) Aggregate Industries 305m Undisclosed 0m Alliance Boots 320m Undisclosed 0m MNOPF 0m Undisclosed 220m Radius Systems 65m Next 125m Undisclosed 185m London Stock Exchange 160m 0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan 11 Feb 11 Mar 11 Apr May (Provisional) Undisclosed - the pension plans s identity and the name of the insurer are not in the public domain Source: LCP research of insurance company data and company announcements
15 LCP Pension Buy-outs 2011 Review of 20/11 for buy-ins and buy-outs calendar year - buy-ins and buy-outs The chart below shows the market share of each insurer during 20. Two facts are evident: During 20 the spread of business between insurers was more evenly distributed than in any previous year with five insurers writing over 700 million of business. The flow of transactions continues to be irregular at the larger, bespoke end of the market for example Rothesay Life (Goldman Sachs) and Prudential each wrote just one significant transaction during 20 (British Airways and GlaxoSmithKline respectively). For pension plans looking to complete transactions, we are finding strong price competition at all sizes, with at least three insurers quoting on most deals. The most competitive contract is typically for pensioners only for between 150 million and 250 million, where most insurers have competitive propositions. Martyn Phillips Senior Consultant LCP Very few insurers target all transaction sizes; a detailed knowledge of which insurers will be most competitive for each transaction is key. Market share (by premiums written) MetLife Lucida AEGON (0.4%, 23m) Alico (0.4%, 19m) Pension Insurance Corporation Aviva 13.7% 723m 16.6% 872m 6.9% 364m 1.9% 0m 25.9% 1,365m 17.1% 900m Rothesay Life (Goldman Sachs) Review of 20/ % 898m Prudential Legal & General Source: Insurance company data 2011 to date 2011 started relatively quietly with just 0.3 billion of business written in the first quarter. The second quarter has been significantly busier and at the time of writing we are aware of 1 billion of transactions that have executed to date. The insurers are reporting strong pipelines particularly for medium-sized deals and we expect a significant volume of business to complete during the second half of 2011.
16 16 LCP Pension Buy-outs 2011 Getting transaction-ready Getting transaction-ready: flowchart A well designed process will enhance a plan s attractiveness to potential providers. Richard Murphy Partner LCP In our experience, careful preparation pays dividends for companies and trustees when executing a buyout better insurance company engagement, keener pricing and being able to move quickly when the time comes these are the key ingredients to achieving a successful deal. Buy-out Feasibility exercise Pricing and affordability Risk reduction Non-financial benefits Structuring options Shareholder reaction Buy-in IDENTIFY PREFERRED SOLUTION Preparatory steps Review data and benefits Review investments Consider member option exercise Approach market Obtain firm price quotations Negotiate pricing and commercial terms Due diligence on selected provider(s) Longevity swap Is pricing acceptable? NO Trigger-based mechanism YES EXECUTE TRIGGER HIT
17 LCP Pension Buy-outs 2011 Getting transaction-ready 17 Trigger-based pricing mechanism A key stage before approaching the market is to review expected insurer pricing through a feasibility exercise, so that only viable transactions proceed to the stage of getting firm quotations. This is important so as to use time efficiently for trustees, companies and insurers alike. Once firm prices have been obtained from insurers, there will inevitably be price fluctations compared to the pension plan's target price. This is driven by two factors: changes in market conditions and changes in insurer appetite to write business. A trigger-based approach can allow pension plans to ensure they lock-in to pricing when conditions are favourable. Case study: trigger-based pricing mechanism The following case study is for an LCP client who chose buy-in as its preferred strategy after an initial feasibility study. It then went through the following steps in late 20: Detailed proposals were invited from four insurers and a competitive selection process was used to narrow the field to two insurers. Key commercial terms were agreed with the two insurers following review of their standard contracts. Buy-in pricing was at that stage a little higher than the desired level, so a trigger-based approach was put in place, with each insurer agreeing to monitor the target price on a daily basis. The transaction then went ahead with the first insurer who met the target price through either movements in market conditions or a change in its appetite to transact, as shown in the chart below. Importance of insurer appetite A trigger-based execution process provides trustees with a simple and effective mechanism to achieve the best market timing whilst maintaining competitive tension for pricing and legal terms. Trustees target price Insurer buy-in price Getting transaction-ready Insurer bridges the gap 0 Source: LCP analysis Sep 20 Oct 20 Nov 20 Buy-in executes
18 18 LCP Pension Buy-outs 2011 Full buy-out Full buy-out Pension plans buying out in full will be a growing trend. A full buy-out transfers a pension plan s obligations to an insurer. Members receive their own individual policy with the insurer, allowing the trustees to wind up the pension plan. Full buy-out can be thought of as the end-game for the pension plan and is normally structured to discharge the sponsoring company from any further liabilities in respect of the plan. The UK pensions market has been characterised over the last twelve months by the accelerating trend of defined benefit pension plans closing to future accrual, as illustrated by the chart below. Pension plan closures 70% 60% Open Closed to new entrants Closed to future accrual 50% 40% Around 15% of pension plans closed to future accrual in the two years to 20. This trend has continued over % 20% % 0% Year 20 Source: NAPF Survey 2011 Closing to future accrual has some direct implications on pension plans that may generate a motivation to buy out: Trustees may seek to reduce the level of risk in the plan s investment strategy and request further contributions as they aim to reach "self-sufficiency". Members benefits are more certain than when the plan was open to future accrual, particularly if the salary link is broken for active members. No future accrual means pension plans become increasingly removed from the company s core business but they still place demands on the company s cashflow, balance sheet and management time and act as an unwelcome hindrance to normal corporate activity. Against this background, rising funding levels are closing the gap to full buy-out. It is therefore looking increasingly attractive for some companies to write the cheque and buy out their pension plans in full.
19 LCP Pension Buy-outs 2011 Full buy-out 19 We can see a time not that far away when buying out pension plans in full could be a standard and accepted practice for those companies with access to the necessary funds. We saw a similar phenomenon with closure to future accrual over 2009 as it became a more common and accepted practice prior to 2009 only one or two high-profile companies had taken such a step. The rationale for a full buy-out To facilitate corporate activity: the current UK pension environment means it is often necessary to consult with the DB pension plan trustees prior to any major corporate action, such as raising money from banks. Potential purchasers of companies are often deterred by the presence of a DB pension plan. To eliminate expenses: there are significant ongoing costs in running a DB pension plan which are typically not shown in accounting or other valuations. There are also hidden costs in management time. Political risk: the UK government frequently adjusts the legislation covering DB pension plans adding to costs, complexity and uncertainty. The EU is potentially extending insurance rules under Solvency II to cover UK pension plans by the end of the decade. Legal risk: there are material legal risks in running a pension plan such as those around sex discrimination and GMP equalisation. David Lane Partner LCP Five years ago, full buy-out had limited traction with pension plans. Things have now moved on and it is a reality that a number of companies are looking seriously at these options. Full buy-out Structuring options Companies interested in a full buy-out should consider the buy-out structure that will suit their situation. Often there are specific timing requirements as well as affordability that drive transactions. There are two common challenges with a full buy-out: It may be difficult for the company to pay a large amount of cash in a single up-front instalment. The wind-up stage after the initial contract takes effect can be a long drawn-out process, particularly for a more complicated pension plan that arose from historic mergers and acquisitions. Options to meet these challenges include: Some form of spreading of the premium payment this can help to maximise up-front tax relief, spread funding costs or take advantage of lower interest rates on the insurer's deferred premium compared to the company's other sources of funding. Structuring a full risk transfer the insurer takes over responsibility for winding up the pension plan when the buy-out contract is signed, including all future risks and other expenses. An additional premium of around 5% may be charged, depending on the findings of the insurer s due diligence on the level of risk in the pension plan s data, benefit structure and legal documents.
20 20 LCP Pension Buy-outs 2011 Buy-out opportunities outside the UK LCP European Pensions Briefing 20 FTSE Global 0 companies paid an unprecedented 40 billion into their pension plans in 2009 but despite this their aggregate deficits grew by billion. Buy-out opportunities outside the UK The desire from companies to reduce pension risk applies just as much overseas as it does to the UK. As large multinationals take steps to de-risk their UK legacy pension plans they are also seeking to take similar steps in other international locations. Under different jurisdictions, different de-risking strategies make sense. Multinationals with pension plans in many different countries can find it cost effective to tidy up their exposure by buying out sub-scale plans in non-central locations. The UK is leading the way in pensions de-risking, but other countries are beginning to follow suit, most notably Ireland and the Netherlands. Canada and the USA also have fledgling buy-out markets. The Netherlands Pension plans in the Netherlands have a funding target of around 125% of their liabilities so often there is little additional cost to transfer the guaranteed obligations and the risks in full to an insurer. Evert van Ling Partner LCP Netherlands Multinationals with Dutch pension liabilities should consider securing them with an insurer - a surprisingly effective way of taking risk and cost off the books. A full buy-out will make sense for many smaller pension plans under 0 million as savings on expenses can be significant. Larger pension plans should also consider their options. In 20 LCP advised a multinational hotel chain on a buy-out of its Dutch pension plan. The company faced high cash demands despite the plan being almost 0% funded. LCP identified that the company was able to transfer its entire past service liability to a well capitalised insurer at no additional cash cost. This included an uplift to benefits to compensate members for the removal of possible future inflationary increases. To insure future service benefits, the company pays an annual premium to the insurer on a year-by-year basis. Ongoing administration and running costs were also significantly reduced. North America The USA and Canada have a significant legacy of defined benefit pension plans, although unlike in the UK a much higher proportion of plans remain open and the legislation governing pension plans is not as onerous. Additionally, the US Federal government is looking at approaches to foster a dual defined benefit / defined contribution environment. As a result,
21 LCP Pension Buy-outs 2011 Buy-out opportunities outside the UK 21 North America has not had the same appetite as the UK for embracing de-risking. However, there are signs of interest with a US$75 million buy-in announced in the US in May If the US market took off it could rapidly become the biggest de-risking market in the world. Ireland Ireland is seeing two new developments that are leading to growing interest in de-risking of Irish final salary pension plans: Increased capacity and improved pricing as insurance companies such as MetLife join incumbent domestic insurers such as Irish Life and New Ireland. Prospective new legislation for sovereign annuities providing better value annuities based on high yielding domestic bonds rather than euro bonds, if the pension plan is willing to accept an element of default risk. The impact will be to improve funding positions and reduce insurance pricing. Emma Watkins MetLife With the Irish government viewing pensions as potential sources for tax revenue, I expect even more Irish plans to consider closure and buy-out. At the time of writing the full details are yet to emerge, but this has the potential to kick-start a new wave of de-risking in Ireland. Other countries Buy-out opportunities also exist in other countries. Some multinationals have recently concluded deals in countries such as Sweden, Denmark, Switzerland, Sri Lanka and Jamaica. In such countries, local pension plan liabilities may be a small percentage of overall global pension plan liabilities. However, such plans often require disproportionate amounts of management time and adviser costs, as well as carrying financial and longevity risks. Global head offices may find that the benefits of reducing risk in these countries outweigh the costs involved, and in some cases can even lead to an accounting gain or a refund of surplus. Buy-out opportunities outside the UK Conclusion Companies that are considering de-risking or have de-risked their pension plans in the UK should be asking themselves what opportunities there are to de-risk their pension plans in other locations. The pension risks being run in other countries can be significant, and companies should keep aware of local market developments and opportunities to transfer risk at attractive price levels.
22 22 LCP Pension Buy-outs 2011 Longevity swaps: what next? 2011: The first indexbased longevity trade In February 2011, the Pall (UK) Pension Fund completed the first ever index-based longevity hedge covering 70 million of pension liabilities. The counterparty was JP Morgan, with Schroders as intermediary. Being standardised, index-based hedges are more straightforward and less expensive to structure than bespoke longevity hedges. In addition they are feasible for smaller pension plans of under 250 million, opening up longevity hedging to a new range of pension plans. Longevity swaps: what next? The initial flurry of longevity swaps by pension plans in 2009/ has not led to a surge of deals in this market - at least for now. 20 saw two longevity swaps one stand-alone longevity swap of 3 billion by BMW in February and a second longevity swap which formed an integral part of British Airways 1.3 billion synthetic buy-in in July. This is in addition to three earlier deals in 2009 (by Babcock International, RSA Insurance and the Royal County of Berkshire Pension Fund). Buy-outs, buy-ins and longevity hedges Longevity hedges Buy-ins Buy-outs However, index-based longevity hedges do have their challenges. As they are based on an index it is difficult for a pension plan to assess how effective they would be in hedging changes in life expectancy for their specific membership. In Total business ( bn) addition, whilst bespoke longevity hedges can cover the whole of life, index-based hedges are typically 5 years in duration and their structure generally provides only partial protection beyond this point. 0 Dec 2006 Dec 2007 Dec 2008 Dec 2009 Dec 20 Source: LCP research of insurance company data Why so few deals over 20/11? This is, we believe, because longevity swaps: have to date only been viable for a small minority of pension plans, typically plans where pensioner liabilities are above 300 million; are sophisticated instruments requiring significant time and effort to execute. One example of this complexity is the collateralisation required by most providers, with terms customised for each transaction; can be difficult to demonstrate value for money. In isolation a longevity swap can look relatively expensive. It typically needs to be combined with an asset transaction for the pricing to look better value for money; and often need the provider to put in place reinsurance arrangements. This can increase complexity, particularly if the provider is conducting parallel negotiations with both the pension plan and potential reinsurers.
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