Exhibit 99.3

 

GCI Liberty, Inc.

Unaudited Pro Forma Condensed Combined Financial Information

 

Introduction

 

The following unaudited pro forma condensed combined financial information and related notes present the historical financial statements of HoldCo and GCI as if the Transactions had occurred on the dates specified below. In addition, the unaudited pro forma condensed combined financial data reflects borrowings under a margin loan agreement with a portion of the proceeds being distributed to Liberty Interactive, an equity contribution for the amount of taxes payable allocated to HoldCo by Liberty Interactive, and other adjustments related to the split-off as detailed in the notes hereto.

 

Pro Forma Information

 

The unaudited pro forma condensed combined financial information reflects the estimated aggregate consideration, as calculated below:

 

Number of GCI Liberty shares outstanding as of February 23, 2018

 

36 million

 

Multiplied by price of GCI Liberty common stock on March 8, 2018

 

$

36.28

 

 

 

$

1.3 billion

 

 

The estimated transaction consideration has been determined based on the closing price of GCI Liberty common stock on March 8, 2018. The final estimated transaction consideration will be based on the number of shares of GCI Liberty common stock and the closing price as of the split-off date.

 

The unaudited pro forma condensed combined financial information related to the GCI business combination was prepared using the acquisition method of accounting and is based on the assumption that the business combination of GCI took place as of December 31, 2017 for purposes of the unaudited pro forma condensed combined balance sheet and as of January 1, 2017 for purposes of the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017.

 

In accordance with the acquisition method of accounting, the actual consolidated financial statements of GCI Liberty will reflect the GCI Liberty business combination only from and after the date of the completion of the acquisition. GCI Liberty has not yet undertaken a detailed analysis of the fair value of GCI Liberty’s (historical GCI) assets and liabilities and will not finalize the purchase price allocation related to the GCI Liberty business combination until after the transaction is consummated. Accordingly, the unaudited pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. Additionally, the differences, if any, could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and GCI Liberty’s future results of operation and financial position.

 

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not purport to represent what the results of operations or financial position of GCI Liberty would actually have been had the business combination occurred on the dates noted above, or to project the results of operations or financial position of GCI Liberty for any future periods. The unaudited pro forma adjustments are based on available information and certain assumptions that GCI Liberty’s management believes are reasonable. The unaudited pro forma adjustments are directly attributable to the business combination and are expected to have a continuing impact on the results of operations of GCI Liberty. In the opinion of GCI Liberty’s management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made.

 

The accompanying unaudited pro forma condensed combined financial information should be read in conjunction with the notes hereto.

 

F-1



 

GCI Liberty, Inc.

Pro Forma Condensed Combined Balance Sheet

As of December 31, 2017

(unaudited)

 

 

 

Historical
HoldCo

 

Historical GCI,
as reported

 

Pro Forma
Adjustments for
the GCI
Business
Combination

 

 

 

Other Pro
Forma
Adjustments

 

 

 

Pro Forma

 

 

 

amounts in thousands

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

573,210

 

15,622

 

 

 

 

(123,000

)

(i)

 

465,832

 

Trade and other receivables, net

 

6,803

 

184,588

 

(8,545

)

(a)

 

 

 

 

182,846

 

Other current assets

 

1,265

 

34,273

 

 

 

 

 

 

 

35,538

 

Total current assets

 

581,278

 

234,483

 

(8,545

)

 

 

(123,000

)

 

 

684,216

 

Investments in available-for-sale securities and other cost investments

 

1,803,064

 

 

 

 

 

 

 

 

1,803,064

 

Investments in affiliates, accounted for using the equity method

 

114,655

 

 

 

 

 

 

 

 

114,655

 

Investment in Liberty Broadband measured at fair value

 

3,634,786

 

 

 

 

 

 

 

 

3,634,786

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

624

 

1,154,711

 

251,254

 

(b)

 

 

 

 

1,406,589

 

Goodwill

 

25,569

 

242,264

 

521,768

 

(c)

 

 

 

 

789,601

 

Intangible assets not subject to amortization

 

4,000

 

285,388

 

339,735

 

(d)

 

 

 

 

629,123

 

Intangible assets subject to amortization, net

 

4,237

 

75,697

 

376,881

 

(e)

 

 

 

 

456,815

 

Other assets, at cost, net of accumulated amortization

 

4,000

 

100,957

 

(32,503

)

(a)

 

 

 

 

72,454

 

Total assets

 

$

6,172,213

 

2,093,500

 

1,448,590

 

 

 

(123,000

)

 

 

9,591,303

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

718

 

54,073

 

 

 

 

 

 

 

54,791

 

Accrued liabilities

 

7,967

 

14,147

 

 

 

 

 

 

 

22,114

 

Deferred revenue

 

 

38,047

 

(26,744

)

(f)

 

 

 

 

11,303

 

Accrued payroll and payroll related obligations

 

 

32,044

 

 

 

 

 

 

 

32,044

 

Accrued interest

 

 

13,975

 

 

 

 

 

 

 

13,975

 

Current maturities of obligations under long-term debt, capital leases, and tower obligations

 

 

13,972

 

164

 

(g)

 

 

 

 

14,136

 

Other current liabilities

 

1,780

 

1,271

 

 

 

 

 

 

 

3,051

 

Total current liabilities

 

10,465

 

167,529

 

(26,580

)

 

 

 

 

 

151,414

 

Long-term debt

 

 

1,379,059

 

75,894

 

(g)

 

925,000

 

(i)

 

2,379,953

 

Indemnification obligation

 

 

 

 

 

 

284,563

 

(i)

 

284,563

 

Deferred income tax liabilities

 

643,426

 

90,571

 

239,589

 

(h)

 

 

 

 

973,586

 

Obligations under capital leases, excluding current maturities

 

 

40,288

 

 

 

 

 

 

 

40,288

 

Long-term deferred revenue

 

130

 

138,022

 

(133,418

)

(f)

 

 

 

 

4,734

 

Tower obligation

 

 

93,606

 

 

 

 

 

 

 

93,606

 

Taxes payable

 

1,198,315

 

 

 

 

 

(1,198,315

)

(j)

 

 

Other liabilities

 

95,841

 

138,423

 

 

 

 

 

 

 

234,264

 

Total liabilities

 

1,948,177

 

2,047,498

 

155,485

 

 

 

11,248

 

 

 

4,162,408

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A common

 

 

 

 

 

 

 

 

 

 

Class B common

 

 

2,578

 

(2,578

)

 

 

 

 

 

 

Treasury stock

 

 

(249

)

249

 

 

 

 

 

 

 

APIC

 

2,305,440

 

19,133

 

1,283,138

 

 

 

(134,248

)

(i) (j)

 

3,473,463

 

Retained earnings (accumulated deficit)

 

1,914,963

 

(12,296

)

12,296

 

 

 

 

 

 

1,914,963

 

Total combined equity

 

4,220,403

 

9,166

 

1,293,105

 

 

 

(134,248

)

 

 

5,388,426

 

Noncontrolling interests in equity of combined company

 

3,633

 

36,836

 

 

 

 

 

 

 

40,469

 

Total equity

 

4,224,036

 

46,002

 

1,293,105

 

 

 

(134,248

)

 

 

5,428,895

 

Total liabilities and equity

 

$

6,172,213

 

2,093,500

 

1,448,590

 

 

 

(123,000

)

 

 

9,591,303

 

 

See accompanying notes to unaudited pro forma condensed combined financial information

 

F-2



 

GCI Liberty, Inc.

Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2017

(unaudited)

 

 

 

Historical
HoldCo

 

Historical GCI,
as reported

 

Pro Forma
Adjustments for
the GCI Business
Combination

 

 

 

Other Pro Forma
Adjustments

 

 

 

Pro Forma

 

 

 

 

 

amounts in thousands

 

Total revenue, net

 

$

23,817

 

919,204

 

(26,333

)

(k)

 

 

 

 

916,688

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

280,200

 

 

 

 

 

 

 

280,200

 

 

 

Operating expense

 

11,541

 

 

 

 

 

 

 

 

11,541

 

 

 

Selling, general and administrative, including stock-based compensation

 

64,621

 

370,639

 

 

 

 

 

 

 

435,260

 

 

 

Depreciation and amortization

 

3,252

 

197,115

 

75,575

 

(l)

 

 

 

 

275,942

 

 

 

 

 

79,414

 

847,954

 

75,575

 

 

 

 

 

 

1,002,943

 

 

 

Operating income

 

(55,597

)

71,250

 

(101,908

)

 

 

 

 

 

 

(86,255

)

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense (including amortization of deferred loan fees)

 

 

(83,341

)

 

 

 

(29,775

)

(n)

 

(113,116

)

 

 

Related party interest expense

 

 

(7,716

)

 

 

 

 

 

 

(7,716

)

 

 

Derivative instrument unrealized income (loss) with related party

 

 

(48,630

)

 

 

 

 

 

 

(48,630

)

 

 

Share of earnings (losses) of affiliates

 

7,001

 

 

 

 

 

 

 

 

7,001

 

 

 

Realized and unrealized gains (losses) on financial instruments

 

637,164

 

 

 

 

 

 

 

 

637,164

 

 

 

Other, net

 

2,467

 

2,289

 

 

 

 

 

 

 

4,756

 

 

 

 

 

646,632

 

(137,398

)

 

 

 

(29,775

)

 

 

479,459

 

 

 

Income (loss) before income taxes

 

591,035

 

(66,148

)

(101,908

)

 

 

(29,775

)

 

 

393,204

 

 

 

Income tax (expense) benefit

 

133,522

 

41,426

 

38,725

 

(m)

 

11,315

 

(m)

 

224,988

 

 

 

Net earnings (loss)

 

724,557

 

(24,722

)

(63,183

)

 

 

(18,460

)

 

 

618,192

 

 

 

Less net earnings (loss) attributable to the noncontrolling interests

 

(29

)

(476

)

 

 

 

 

 

 

(505

)

 

 

Net earnings (loss) attributable to GCI Liberty shareholders

 

$

724,586

 

(24,246

)

(63,183

)

 

 

(18,460

)

 

 

618,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) attributable to GCI Liberty preferred shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

8,974

 

(o)

 

Net earnings (loss) attributable to GCI Liberty common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

609,723

 

 

 

Net earnings (loss) attributable to GCI Liberty shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

618,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to GCI Liberty common shareholders

 

$

8.41

 

(0.70

)

 

 

 

 

 

 

 

 

5.60

 

 

 

Shares used in computing earnings per share

 

86,142

 

34,427

 

 

 

 

 

 

 

 

 

108,837

 

(p)

 

 

See accompanying notes to unaudited pro forma condensed combined financial information

 

F-3



 

GCI Liberty, Inc.

 

Notes to Unaudited Pro Forma Condensed Combined Financial Information

 

(1) Basis of Pro Forma Presentation

 

Liberty Interactive and LI LLC contributed to GCI Liberty their Evite operating business and equity interests in Liberty Broadband, Charter and LendingTree along with certain other assets and liabilities (collectively, HoldCo), in exchange for (a) the issuance to LI LLC of a number of shares of GCI Liberty Class A Common Stock and a number of shares of GCI Liberty Class B Common Stock equal to the number of outstanding shares of Series A Liberty Ventures common stock and outstanding shares of Series B Liberty Ventures common stock on March 9, 2018, respectively, (b) cash and (c) the assumption of certain liabilities by GCI Liberty.

 

The unaudited pro forma condensed combined balance sheet as of December 31, 2017 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 are based on (i) the historical results of operations of HoldCo; (ii) the historical results of operations of GCI; and (iii) other adjustments as detailed in note 3.

 

GCI’s historical financial information is adjusted in the unaudited pro forma condensed combined financial statements to give effect to unaudited pro forma adjustments that are (i) directly attributable to the business combination, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the combined results.

 

The unaudited pro forma condensed combined financial statements are presented solely for informational purposes and are not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company.

 

Certain reclassifications were made to conform the presentation of HoldCo and GCI’s financial statements.

 

(2) Estimated Consideration and Pro Forma Purchase Price Allocation

 

As required by acquisition accounting, an estimate of such consideration has been made at estimated fair value, which was determined using the closing price of GCI Liberty common shares on March 8, 2018 and the total number of outstanding shares on February 23, 2018. The final acquisition consideration may differ significantly from the amount determined as of March 8, 2018. When the final purchase consideration is determined, such information will be included and amounts could be significant. Had the fair value of GCI Liberty’s common stock been 10% higher, total purchase consideration would have been greater by $130 million and the difference would primarily impact goodwill.

 

The following is a pro forma purchase price allocation as if the Transactions had occurred on December 31, 2017 (amounts in thousands):

 

Current assets

 

$

225,938

 

Property and equipment

 

1,405,965

 

Goodwill

 

764,032

 

Indefinite-lived Intangible assets

 

625,123

 

Definite-lived Intangible assets

 

452,578

 

Long term assets

 

68,454

 

Current liabilities

 

(140,949

)

Long-term debt

 

(1,454,953

)

Deferred tax liabilities, net

 

(330,160

)

Other long term liabilities

 

(313,757

)

 

 

$

1,302,271

 

 

The final determination of the allocation of the purchase price will be based on the fair value of such assets and liabilities as of the split-off date and may change significantly from the amounts determined in the pro forma purchase price allocation.

 

F-4



 

GCI Liberty, Inc.

 

Notes to Unaudited Pro Forma Condensed Combined Financial Information (continued)

 

(3) Pro Forma Adjustments

 

The unaudited pro forma adjustments related to the split-off included in the unaudited pro forma condensed combined financial statements are as follows:

 

(a)                                 Trade and other receivables, net and Other assets, net

 

In prior years, GCI recorded receivables related to revenue recognized under the rural high cost program. In 2016, the rural high cost program support calculation and payment timing changed, resulting in GCI writing off this legacy receivable over the ten-year support term. The pro forma adjustments to trade and other receivables, net and other assets, net represent the write-off of the receivables related to the legacy rural high cost program.

 

(b)                                 Property and equipment, net

 

 

 

December 31, 2017

 

 

 

amounts in thousands

 

To eliminate the historical net book value of GCI’s Property and equipment

 

$

(1,154,711

)

To record pro forma fair value of estimated Property and equipment

 

1,405,965

 

Total adjustment to Property and equipment

 

$

251,254

 

 

The pro forma fair value of GCI’s Property and equipment was estimated based on the percentage of similar assets allocated as part of business combinations within the industry. We believe such allocation is a reasonable estimate of fair value. The final allocation will be determined by independent appraisal and could be materially different.

 

(c)                                  Goodwill

 

 

 

December 31, 2017

 

 

 

amounts in thousands

 

To eliminate the historical Goodwill of GCI

 

$

(242,264

)

To record pro forma Goodwill for the purchase consideration in excess of the fair value of net assets acquired in connection with the Transactions

 

764,032

 

Total adjustment to Goodwill

 

$

521,768

 

 

(d)                                 Intangible assets not subject to amortization

 

 

 

December 31, 2017

 

 

 

amounts in thousands

 

To eliminate the historical net book value of GCI’s Intangible assets not subject to amortization

 

$

(285,388

)

To record pro forma fair value of estimated Intangible assets not subject to amortization

 

625,123

 

Total adjustment to Intangible assets not subject to amortization

 

$

339,735

 

 

Intangible assets not subject to amortization are expected to be comprised of cable certificates, wireless licenses and broadcast licenses. GCI’s cable certificates represent agreements with government entities to construct and operate a video business. GCI’s wireless licenses are from the FCC and give GCI the right to provide wireless service within a certain geographical area. GCI’s broadcast licenses are from the FCC and give GCI the right to broadcast television stations within a certain geographical area. The pro forma fair value of GCI’s Intangible assets not subject to amortization was estimated based on the percentage of similar assets allocated as part of business combinations within the industry. We believe such allocation is a reasonable estimate of fair value. The final allocation will be determined by an independent appraisal and could be materially different.

 

(e)                                  Intangible assets subject to amortization, net

 

 

 

December 31, 2017

 

 

 

amounts in thousands

 

To eliminate the historical net book value of GCI’s Intangible assets subject to amortization, net

 

$

(75,697

)

To record pro forma fair value of estimated Intangible assets subject to amortization, net

 

452,578

 

Total adjustment to Intangible assets subject to amortization, net

 

$

376,881

 

 

F-5



 

GCI Liberty, Inc.

 

Notes to Unaudited Pro Forma Condensed Combined Financial Information (continued)

 

Intangible assets subject to amortization, net are expected to be comprised of software license fees, rights to use, customer relationships and right-of-way. The pro forma fair value of GCI’s Intangible assets subject to amortization, net was estimated based on the percentage of similar assets allocated as part of business combinations within the industry. We believe such allocation is a reasonable estimate of fair value. The final allocation will be determined by an independent appraisal and could be materially different.

 

(f)                                    Deferred revenue

 

GCI defers a portion of its revenue related to fiber capacity Indefeasible Right to Use agreements, grants, the Universal Service Fund high cost support, roaming contracts and revenue for building communication infrastructure. The adjustment was calculated based on our understanding of these arrangements and based on previous acquisition transactions at GCI with similar arrangements.

 

(g)                                 Debt

 

GCI’s debt was adjusted to its estimated fair value as of December 31, 2017. The amount was estimated based on the fair value disclosed in the GCI financial statements included on Form 10-K as of December 31, 2017.

 

(h)                                 Deferred income tax liabilities

 

The adjustment to deferred income taxes was calculated by applying GCI’s statutory tax rate, 27%, to the taxable pro forma adjustments, such as property and equipment, intangible assets not subject to amortization, intangible assets subject to amortization, net, deferred revenue and debt.

 

(i)                                    Margin Loan, Indemnification Obligation and Distribution to Liberty Interactive

 

A bankruptcy remote wholly owned subsidiary of Liberty Interactive, which was contributed to GCI Liberty in the contribution, borrowed $1 billion under a margin loan agreement. The margin loan facility is secured by a pledge of approximately 42.7 million shares of Series C common stock of Liberty Broadband.

 

In addition, simultaneous with the closing, GCI Liberty repaid GCI’s $75 million Searchlight Note with GCI Liberty’s cash.

 

Pursuant to the indemnification agreement, GCI Liberty has agreed to indemnify LI LLC against any payments made by LI LLC with respect to any of LI LLC’s 1.75% exchangeable debentures due 2046 (the 1.75% Exchangeable Debentures) through October 5, 2023 for the amount by which (x) the exchange value exceeds (y) the sum of the adjusted principal amount of such 1.75% Exchangeable Debentures plus the amount of certain tax benefits attributable to such 1.75% Exchangeable Debentures so exchanged. Within six months of the HoldCo Split-Off, Liberty Interactive, LI LLC and GCI Liberty will cooperate with, and reasonably assist each other with respect to, the commencement and consummation of a purchase offer (the Purchase Offer) whereby LI LLC will offer to purchase, either pursuant to privately negotiated transactions or a tender offer, the 1.75% Exchangeable Debentures on terms and conditions (including maximum offer price) reasonably acceptable to GCI Liberty. GCI Liberty will indemnify LI LLC (using, in part, funds borrowed under the $1 billion margin loan agreement described below) for each 1.75% Exchangeable Debenture repurchased by LI LLC in the Purchase Offer in an amount equal to the difference between (x) the purchase price paid by LI LLC to acquire such 1.75% Exchangeable Debenture in the Purchase Offer and (y) the sum of the amount of cash reattributed with respect to such purchased 1.75% Exchangeable Debenture in the reattribution plus the amount of certain tax benefits attributable to such 1.75% Exchangeable Debenture so purchased. GCI Liberty’s indemnity obligation with respect to payments made upon a holder’s exercise of its exchange right will be eliminated as to any 1.75% Exchangeable Debentures purchased in the Purchase Offer. An indemnity obligation will be recorded upon completion of the HoldCo Split-Off.

 

F-6



 

GCI Liberty, Inc.

 

Notes to Unaudited Pro Forma Condensed Combined Financial Information (continued)

 

Approximately $1.05 billion of cash was distributed to Liberty Interactive in connection with the reattribution. This represents the amount by which the fair value of the aggregate liabilities attributed to the Ventures Group that were reattributed exceeds the fair value of the assets (other than cash) attributed to the Ventures Group that were reattributed, in each case, as of the date of the reattribution.

 

(j)                                    Income Taxes Payable

 

The income taxes payable allocated to HoldCo by Liberty Interactive are expected to be contributed to HoldCo upon completion of the split-off.

 

(k)                                  Revenue

 

The adjustment represents the reversal of deferred revenue based on the explanation in (f) above. The revenue reversal was based on an estimate of the fair value of deferred revenue as applicable under acquisition accounting.

 

(l)                                    Depreciation and amortization

 

The adjustment reverses GCI’s historical amortization of intangible assets and includes amortization of pro forma definite lived intangible assets using the weighted average useful life for GCI’s definite lived intangible assets, approximately 6 years. The adjustment also reverses GCI’s historical depreciation of property and equipment and includes depreciation of pro forma property and equipment based on an estimated useful life of 7 years.

 

(m)                               Income tax (expense) benefit

 

Adjustment to record taxes at HoldCo’s expected blended tax rate.

 

(n)                                 Interest expense

 

Borrowings under the margin loan facility bear interest at a per annum rate equal to 3-month LIBOR plus 1.85% (estimated to be 3.54%). As described in explanation (i) above, GCI’s Searchlight Note, which bore interest at 7.5% per annum, was repaid in full at the time of the closing. The pro forma adjustment relates to incremental interest expense on the $1 billion margin loan and the elimination of interest expense related to the Searchlight Note.

 

(o)                                 Earnings (loss) attributable to GCI Liberty preferred shareholders

 

Earnings attributable to GCI Liberty preferred shareholders was calculated assuming there are 7.2 million shares of GCI Liberty Preferred Stock (see (p) below) with a liquidation price of $25 per share and a 5% annual dividend rate.

 

(p)                                 Shares used in computing earnings per share

 

Liberty Interactive redeemed (i) each outstanding share of Series A Liberty Ventures Common Stock for one share of GCI Liberty Class A Common Stock and (ii) each outstanding share of Series B Liberty Ventures Common Stock for one share of GCI Liberty Class B Common Stock. Holders of GCI Class A Common Stock and GCI Class B Common Stock each received (i) 0.63 of a share of GCI Liberty Class A Common Stock and (ii) 0.2 of a share of GCI Liberty Series A Cumulative Redeemable Preferred Stock. Based on these conversion ratios, as of February 23, 2018, GCI common stock would have converted into 22.6 million shares and 7.2 million shares of GCI Liberty Common Stock and GCI Liberty Preferred Stock, respectively.

 

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