UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: April 25, 2000
THE MONTANA POWER COMPANY
(Exact name of registrant as specified in its charter)
Montana 1-4566 81-0170530
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40 East Broadway, Butte, Montana 59701
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (406) 497-3000
Exhibit Index is found on page 9.
<PAGE>
ITEM 5. Other Events.
On March 28, 2000, we announced that we will separate our
telecommunications business from our energy businesses through a stock sale or
sales of our energy businesses. At March 31, 2000, the total equity of the
businesses that we will sell was approximately $1,100,000,000. When we
complete the sale or sales, Touch America, Inc. will remain as the entity
through which we will continue to conduct our telecommunications business. For
additional information on the proposed sale of our energy businesses, see our
Form 8-K filed with the Securities and Exchange Commission on April 4, 2000.
Financial Results
FIRST QUARTER 2000 COMPARED WITH FIRST QUARTER 1999
The Montana Power Company reported consolidated basic net income of
$0.29 per share in the first quarter compared with first quarter 1999
consolidated net income of $0.30 per share. Utility earnings for the first
quarter 2000 decreased $0.04 per share, from $0.12 per share to $0.08 per
share, while nonutility earnings for the first quarter 2000 increased $0.03
per share, from $0.18 per share to $0.21 per share.
The December 17, 1999, sale of substantially all of our electric
generating assets to PPL Montana, LLC, a subsidiary of PP&L Global, Inc.,
negatively affected our utility's net income for first quarter 2000 compared
with first quarter 1999. Customers continuing to choose other commodity
suppliers and a voluntary rate reduction also negatively affected our
utility's net income.
In the nonutility sector, our oil and natural gas operations reported
improved earnings as a result of higher commodity prices. Revenues increased
at Touch America. Touch America's increased operations and maintenance
expenses; selling, general, and administrative expenses; and taxes other than
income taxes partially offset this increase in revenues.
Electric Utility and Natural Gas Utility
Electric Utility
Income from operations decreased approximately $17,400,000, or
59 percent compared to 1999. While weather was 10 percent warmer than normal,
weather was 5 percent colder than in 1999.
Utility revenues decreased because of the discontinuance of off-system
revenues relating to the electric generating assets sold. Although the sale
of the assets resulted in lower property taxes and depreciation and
amortization expenses for the first quarter 2000, increased power-supply
expenses offset these decreases. Power-supply expenses increased, despite
decreases in fuel expenses since we no longer purchase fuel to operate the
generating plants, because we now purchase most of the power to serve our
customers pursuant to buyback contracts with PPL Montana. The maximum price
that we pay for power in the buyback contracts, $22.25/MWh, represents our net
fully allocated costs of service in current rates, replacing operations and
maintenance expense, depreciation expense, and return on investment. For
additional information on the sale of our electric generating assets, see
Footnote 5, "Sale of Electric Generating Assets," of our 1999 Annual Report on
Form 10-K.
Revenues: Revenues decreased approximately $17,200,000 primarily due to
the effects of the following items:
<PAGE>
? Decrease of approximately $11,000,000 due to the elimination of
energy sales in the secondary markets resulting from the generation
sale.
? A decrease of approximately $2,100,000 in intersegment revenues
principally because, absent sales in the secondary markets, our
affiliate, The Montana Power Trading & Marketing Company (MPT&M), did
not use our lines to transmit energy that it had sold in the
secondary markets. An approximately $3,100,000 increase in other
revenues mainly from transmitting energy for PPL Montana and
customers who chose other suppliers offset this decrease.
? A decrease of approximately $7,000,000 in general business revenues
mainly from customers continuing to choose different suppliers and a
voluntary rate reduction filed with the Montana Public Service
Commission (PSC), effective February 2, 2000. An increase in prices
to recover the cost of public-purpose programs in accordance with the
State of Montana's Electric Industry Restructuring and Customer
Choice Act (Electric Act) partially offset these decreases.
Expenses: Overall expenses remained relatively flat, increasing
approximately $200,000 because of the effects of the following items, most of
which, as indicated, were attributable to the generation sale:
? Power-supply expenses increased approximately $9,500,000, despite
decreased fuel expenses since we no longer purchase fuel to operate
the generating plants, mainly because of increased purchased power
costs required to supply electric energy to our core customers. Prior
to the generation sale, we supplied these customers with electric
energy primarily from our generation plants. As discussed above, we
now purchase most of the power to serve our customers at a price of
approximately $22.25/MWh.
? Transmission and distribution expenses decreased approximately
$2,600,000 primarily because, as discussed above, we are no longer
selling energy in the secondary markets. As a result, we did not
incur the costs associated with using other utilities' lines outside
our service territory to transmit this energy.
? Selling, general, and administrative expenses increased approximately
$950,000. The following items contributed to changes in
administrative expenses:
? An increase of approximately $2,500,000 relating to energy
efficiency and public-purpose programs in compliance with the
Universal System Benefits Charge requirements of the Electric Act.
In accordance with the Electric Act, we collect the costs
associated with the energy efficiency and public-purpose programs
through a separate component of rates;
? Costs of approximately $800,000 incurred to train staff and to
adapt business processes to implement our new Enterprise Customer-
Care information system (E-CIS);
? Reduced pension expense of approximately $900,000 because of the
generation sale, which resulted in the transfer of 474 employees
to PPL Montana;
? An approximately $900,000 decrease in conservation program
expenses; and
<PAGE>
? A decrease in other miscellaneous administrative costs of
approximately $550,000.
? Taxes other than income taxes and depreciation expense decreased a
total of approximately $7,600,000, representing a decrease in
property taxes related to generation.
Regulatory: The Electric Act established a rate moratorium for all
electric customers pursuant to which transmission and distribution rates
cannot be increased until July 1, 2000. We expect to submit a filing with the
PSC in the first half of this year to request increased rates as appropriate.
As discussed above, the voluntary rate reduction effective in February 2000
negatively affected our revenues. Reduced amortization of regulatory assets
partially offset this decrease.
Natural Gas Utility
Income from operations increased approximately $1,900,000, or 19 percent
compared to 1999. While weather was 9 percent warmer than normal, weather was
4 percent colder than in 1999.
Revenues: Revenues increased approximately $4,500,000 mainly because of
an increase in rates, as discussed below.
Expenses: Expenses increased approximately $2,500,000. Costs for
implementing the E-CIS and for incentive compensation accruals contributed to
a $1,400,000 increase in administrative costs, while gas supply costs
increased approximately $1,300,000.
Regulatory: On August 12, 1999, we filed a natural gas rate case with
the PSC requesting, among other matters, increased annual revenues of
$15,400,000, with a proposed interim increase of $11,500,000. An interim
increase of $7,600,000 became effective on December 10, 1999. A final PSC
order that became effective on April 1, 2000, approved an additional increase
of $2,800,000.
Interest Expense and Other Income
Retirements of long-term debt in 1999 and early 2000 and the absence of
accruals in 2000 related to the Kerr Project mitigation liability account for
the majority of the decrease of approximately $1,400,000 in interest expense.
Other Income - Net increased approximately $5,300,000 primarily because of
interest income earned on the proceeds received as a result of the sale of the
electric generating assets and the restructured contract with the Los Angeles
Department of Water and Power (LADWP) discussed below in the "Independent
Power Operations" section.
Nonutility - Telecommunications; Coal; Independent Power Operations; Oil &
Natural Gas; and Other
Nonutility earnings for the first quarter 2000 increased, when compared
with the first quarter 1999, mainly because of the improved performance of our
oil and natural gas operations as a result of increased commodity prices. Our
telecommunications and coal operations also contributed to the nonutility
sector's higher earnings.
Telecommunications
Revenues from telecommunications operations increased approximately
$4,400,000. This increase principally consists of the effects of the
following elements:
? Increased private-line revenues of approximately $3,400,000 as a
result of an increase in customer growth.
<PAGE>
? Increased long-distance revenues of approximately $800,000 as a
result of more minutes sold.
? Decreased equipment-service sales of approximately $1,000,000,
primarily because of 1999 equipment upgrades to address Year 2000
concerns and 1999 sales to a school district.
? Increased revenues of approximately $500,000 earned by Tetragenics
Company, which designs and manufactures electronic monitoring,
control, and data acquisition hardware and software for electric and
communications systems.
Earnings from unconsolidated investments were approximately $800,000
lower compared with the same period in 1999. Dark-fiber revenues, primarily
from the FTV Communications LLC joint venture, were approximately $1,100,000
lower than in 1999. This decrease was somewhat offset by the receipt of
approximately $300,000 in net earnings from other joint ventures in which
Touch America owns interests.
Operations and maintenance expense increased approximately $1,100,000,
attributable chiefly to higher cost of sales for Tetragenics. Selling,
general, and administrative expenses increased approximately $1,200,000 as a
result of a combination of expenses associated with outside consultants,
salaries, costs relating to joint ventures, increased marketing efforts, and
Touch America's share of expenses for our new Enterprise Resource Planning
(ERP) information system. Taxes other than income taxes increased
approximately $1,000,000 as a result of increased property taxes, representing
expansion of Touch America's fiber-optic network. Depreciation and
amortization expense remained relatively flat because of the absence in 2000
of amortization expense associated with Personal Communication Services (PCS)
licenses owned by Touch America, which Touch America transferred in late 1999
to its TW Wireless joint venture.
Coal
Income from our coal operations was relatively stable when compared with
the first quarter of 1999, increasing approximately $300,000. Western
Energy's revenues increased approximately $7,600,000 due to a 10 percent
increase in tons sold and a 15 percent increase in average revenue per ton
sold. In the first quarter of 1999, Western Energy refunded $2,700,000 to a
customer for final pit reclamation funds previously collected. The customer
has agreed to be responsible for a portion of all final pit reclamation
expenses in the future. Northwestern Resources' lignite revenues increased
approximately $300,000 as a 3 percent increase in price more than offset a
2 percent decrease in tons sold.
Operations and maintenance expense increased approximately $5,500,000
from higher royalties, reclamation costs, equipment rentals, and diesel fuel
costs. Taxes other than income taxes also increased as a result of the
increased revenues at the Rosebud Mine.
Independent Power Operations
Income from our independent power operations decreased approximately
$1,300,000. Revenues decreased approximately $500,000 mainly because of the
effects of a December 1999 agreement with the LADWP. Continental Energy
Services' Colstrip 4 Lease Management Division sells the leased share of
Colstrip Unit 4 generation, and the December agreement terminated an existing
power-supply contract and established a new contract expiring in December
2010. As a result of this transaction, we received approximately $106,000,000
from the LADWP in December 1999.
Earnings from unconsolidated investments increased approximately
$400,000. This was attributable mainly to improved operations in generating
<PAGE>
projects in which Continental Energy Services holds equity interests -
particularly Encogen One in Texas and Ferndale in Washington state.
Operations and maintenance expense increased approximately $700,000
principally because of an increase in expenses associated with Colstrip Unit 4
operations. Selling, general, and administrative expenses increased
approximately $200,000 mainly as a result of Continental Energy's share of
expenses associated with the ERP information system.
Oil & Natural Gas
Income from our oil and natural gas operations increased approximately
$5,500,000 versus first quarter of 1999. Revenues increased as a result of
higher sales volumes and significantly higher prices. The higher prices
resulted in increased purchased gas costs, royalty expense, and taxes other
than income taxes. Depreciation expense increased as a result of higher
production volume.
Interest Expense
Reduced needs for short-term cash, resulting from the availability of
the funds received from the sale of our electric generating assets and the
LADWP transaction referred to above, resulted in the decrease in interest
expense of approximately $1,300,000.
<PAGE>
This Form 8-K may contain forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements should be read with the cautionary statements and important factors
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999. See Part I, "Warnings About Forward-Looking Statements."
Forward-looking statements are all statements other than statements of
historical fact, including, without limitation, those that are identified by
the use of the words "expects," "believes," "anticipates," and similar
expressions.
On June 22, 1999, the Board of Directors approved, effective August 6,
1999, a two-for-one split of the Company's outstanding common stock to all
shareholders of record on July 16, 1999. All 1999 earnings-per-share
information has been adjusted for the split.
For comparative purposes, the following table shows the breakdown of
consolidated basic net income per share by principal business segment:
Quarter Ended
March 31, March 31,
2000 1999
Utility Operations $ 0.08 $ 0.12
Nonutility Operations 0.21 0.18
Consolidated $ 0.29 $ 0.30
Twelve Months Ended
March 31, March 31,
2000 1999
Utility Operations $ 0.51 $ 0.42
Nonutility Operations 0.82 1.03
Consolidated $ 1.33 $ 1.45
<PAGE>
ITEM 7. Financial Statements and Exhibits.
99a Preliminary Consolidated Statements of Income for the Quarters Ended
March 31, 2000 and 1999 and for the Twelve Months Ended March 31, 2000
and 1999.
99b Preliminary Utility Operations Schedule of Revenues and Expenses for the
Quarters Ended March 31, 2000 and 1999 and for the Twelve Months Ended
March 31, 2000 and 1999.
99c Preliminary Nonutility Operations Schedule of Revenues and Expenses for
the Quarters Ended March 31, 2000 and 1999 and for the Twelve Months
Ended March 31, 2000 and 1999.
99d Preliminary Operating Statistics for the Quarters Ended March 31, 2000
and 1999 and for the Twelve Months Ended March 31, 2000 and 1999.
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, a duly authorized signatory.
THE MONTANA POWER COMPANY
(Registrant)
By /s/ J. P. Pederson
J. P. Pederson
Vice Chairman and Chief
Financial Officer
Dated: April 25, 2000
<PAGE>
Exhibit Index
Exhibit Page
99a Preliminary Consolidated Statements of Income for the Quarters
Ended March 31, 2000 and 1999 and for the Twelve Months Ended
March 31, 2000 and 1999. 10
99b Preliminary Utility Operations Schedule of Revenues and Expenses
for the Quarters Ended March 31, 2000 and 1999 and for the
Twelve Months Ended March 31, 2000 and 1999. 11
99c Preliminary Nonutility Operations Schedule of Revenues and
Expenses for the Quarters Ended March 31, 2000 and 1999 and for
the Twelve Months Ended March 31, 2000 and 1999. 12
99d Preliminary Operating Statistics for the Quarters Ended
March 31, 2000 and 1999 and for the Twelve Months Ended
March 31, 2000 and 1999. 14
<PAGE>
<TABLE>
<CAPTION>
Exhibit 99a
THE MONTANA POWER COMPANY AND SUBSIDIARIES
PRELIMINARY CONSOLIDATED STATEMENT OF INCOME
Quarter Ended Twelve Months Ended
March 31, March 31,
2000 1999 2000 1999
(Thousands of Dollars)
(except per share amounts)
<S> <C> <C> <C> <C>
REVENUES $ 364,864 $ 321,768 $1,385,405 $1,294,989
EXPENSES:
Operations 206,693 153,560 721,654 566,876
Maintenance 17,276 19,630 79,199 80,912
Selling, general, and administrative 36,928 33,143 142,033 132,517
Taxes other than income taxes 26,331 25,768 104,444 96,424
Depreciation, depletion, and amortization 25,105 27,754 108,496 114,935
Write-downs of long-lived assets - - 7,083 -
312,333 259,855 1,162,909 991,664
INCOME FROM OPERATIONS 52,531 61,913 222,496 303,325
INTEREST EXPENSE AND OTHER INCOME:
Interest 11,390 13,629 40,767 59,976
Distributions on mandatorily redeemable
preferred securities of subsidiary trust 1,373 1,373 5,492 5,492
Other (income) deductions - net (8,343) (3,869) (15,503) (7,002)
4,420 11,133 30,756 58,466
INCOME TAXES 16,832 16,956 43,939 81,282
NET INCOME 31,279 33,824 147,801 163,577
DIVIDENDS ON PREFERRED STOCK 923 923 3,690 3,690
NET INCOME AVAILABLE FOR COMMON STOCK $ 30,356 $ 32,901 $ 144,111 $ 159,887
AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC (000) 105,552 110,146 108,646 110,060
BASIC EARNINGS PER SHARE OF COMMON STOCK $ 0.29 $ 0.30 $ 1.33 $ 1.45
AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - DILUTED (000) 107,041 110,799 109,624 110,334
DILUTED EARNINGS PER SHARE OF COMMON STOCK $ 0.28 $ 0.30 $ 1.32 $ 1.45
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit 99b
PRELIMINARY UTILITY OPERATIONS
Quarter Ended Twelve Months Ended
March 31, March 31,
2000 1999 2000 1999
(Thousands of Dollars)
ELECTRIC UTILITY:
<S> <C> <C> <C> <C>
REVENUES:
Revenues $ 101,491 $ 116,534 $ 441,890 $ 450,455
Intersegment revenues 1,570 3,690 11,496 10,270
103,061 120,224 453,386 460,725
EXPENSES:
Power supply 48,149 38,687 148,167 136,135
Transmission and distribution 9,057 11,677 46,735 43,275
Selling, general, and administrative 14,702 13,753 68,341 53,464
Taxes other than incomes taxes 9,725 12,754 47,828 46,973
Depreciation and amortization 9,157 13,679 49,052 57,018
90,790 90,550 360,123 336,865
INCOME FROM ELECTRIC OPERATIONS 12,271 29,674 93,263 123,860
NATURAL GAS UTILITY:
REVENUES:
Revenues (other than gas supply cost revenues) 29,467 26,293 81,533 74,739
Gas supply cost revenues 15,327 14,052 34,034 31,614
Intersegment revenues 203 199 633 796
44,997 40,544 116,200 107,149
EXPENSES:
Gas supply costs 15,327 14,052 34,034 31,614
Other production, gathering, and exploration 750 793 2,295 2,432
Transmission and distribution 3,623 3,636 14,622 15,557
Selling, general, and administrative 7,145 5,755 23,334 21,378
Taxes other than income taxes 3,732 3,817 14,248 14,529
Depreciation, depletion, and amortization 2,368 2,351 9,296 8,852
32,945 30,404 97,829 94,362
INCOME FROM GAS OPERATIONS 12,052 10,140 18,371 12,787
INTEREST EXPENSE AND OTHER INCOME:
Interest 13,034 14,438 46,800 57,350
Distributions on mandatorily redeemable
preferred securities of subsidiary trust 1,373 1,373 5,492 5,492
Other (income) deductions - net (6,589) (1,284) (8,870) (4,891)
7,818 14,527 43,422 57,951
INCOME BEFORE INCOME TAXES 16,505 25,287 68,212 78,696
INCOME TAXES 7,514 10,674 8,780 28,777
DIVIDENDS ON PREFERRED STOCK 923 923 3,690 3,690
UTILITY NET INCOME AVAILABLE FOR COMMON STOCK $ 8,068 $ 13,690 $ 55,742 $ 46,229
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit 99c
PRELIMINARY NONUTILTY OPERATIONS
Quarter Ended Twelve Months Ended
March 31, March 31,
2000 1999 2000 1999
(Thousands of Dollars)
TELECOMMUNICATIONS:
<S> <C> <C> <C> <C>
REVENUES:
Revenues $ 24,126 $ 19,775 $ 88,701 $ 86,843
Earnings from unconsolidated investments 602 1,423 9,571 10,252
Intersegment revenues 308 228 1,092 1,275
25,036 21,426 99,364 98,370
EXPENSES:
Operations and maintenance 9,558 8,446 35,936 29,369
Selling, general, and administrative 3,962 2,782 13,660 12,490
Taxes other than income taxes 2,068 1,040 4,790 3,418
Depreciation and amortization 2,374 2,415 9,007 7,963
17,962 14,683 63,393 53,240
INCOME FROM TELECOMMUNICATIONS OPERATIONS 7,074 6,743 35,971 45,130
COAL:
REVENUES:
Revenues 57,281 43,438 210,896 177,973
Intersegment revenues 3,938 9,904 33,763 38,502
61,219 53,342 244,659 216,475
EXPENSES:
Operations and maintenance 37,838 32,332 156,307 133,530
Selling, general, and administrative 5,357 5,022 16,509 20,558
Taxes other than income taxes 8,004 6,357 27,406 23,718
Depreciation and amortization 2,013 1,885 7,574 5,745
53,212 45,596 207,796 183,551
INCOME FROM COAL OPERATIONS 8,007 7,746 36,863 32,924
INDEPENDENT POWER GROUP:
REVENUES:
Revenues 17,749 18,234 74,616 73,365
Earnings from unconsolidated investments 5,700 5,333 21,409 93,305
Intersegment revenues 200 238 1,726 1,683
23,649 23,805 97,751 168,353
EXPENSES:
Operations and maintenance 16,440 15,734 66,049 62,070
Selling, general, and administrative 1,044 830 4,374 4,602
Taxes other than income taxes 636 463 2,013 1,764
Depreciation and amortization 870 777 3,215 8,863
18,990 17,804 75,651 77,299
INCOME (LOSS) FROM INDEPENDENT POWER OPERATIONS $ 4,659 $ 6,001 $ 22,100 $ 91,054
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit 99c
PRELIMINARY NONUTILITY OPERATIONS (continued)
Quarter Ended Twelve Months Ended
March 31, March 31,
2000 1999 2000 1999
(Thousands of Dollars)
OIL AND NATURAL GAS:
<S> <C> <C> <C> <C>
REVENUES:
Revenues $ 105,415 $ 68,809 $ 375,475 $ 241,844
Intersegment revenues 5,365 4,400 17,628 17,260
110,780 73,209 393,103 259,104
EXPENSES:
Operations and maintenance 87,888 58,951 313,454 203,678
Selling, general, and administrative 5,219 4,228 19,082 20,791
Taxes other than income taxes 2,000 1,024 7,025 4,581
Depreciation, depletion, and amortization 6,723 5,565 24,990 22,447
Write-downs of long-lived assets - - 7,083 -
101,830 69,768 371,634 251,497
INCOME FROM OIL AND NATURAL GAS
OPERATIONS 8,950 3,441 21,469 7,607
OTHER OPERATIONS:
REVENUES:
Revenues 7,706 7,877 47,280 54,599
Intersegment revenues 1,524 441 2,957 2,090
9,230 8,318 50,237 56,689
EXPENSES:
Operations and maintenance 8,170 7,431 50,879 57,549
Selling, general, and administrative (224) 1,324 (1,597) 3,688
Taxes other than income taxes 166 313 1,134 1,442
Depreciation and amortization 1,600 1,082 5,362 4,047
9,712 10,150 55,778 66,726
LOSS FROM OTHER OPERATIONS (482) (1,832) (5,541) (10,037)
INTEREST EXPENSE AND OTHER INCOME:
Interest 773 2,103 3,580 11,294
Other (income) deductions - net (4,171) (5,497) (16,246) (10,779)
(3,398) (3,394) (12,666) 515
INCOME BEFORE INCOME TAXES 31,606 25,493 123,528 166,163
INCOME TAXES 9,318 6,282 35,159 52,505
NONUTILITY NET INCOME AVAILABLE FOR COMMON STOCK $ 22,288 $ 19,211 $ 88,369 $ 113,658
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit 99d
PRELIMINARY OPERATING STATISTICS
Quarter Ended
March 31,
2000 1999 Change %
<S> <C> <C> <C> <C>
HEATING DEGREE DAYS: 3,095 2,950 145 5 %
Normal 3,451
COAL SALES (thousand of tons):
Montana 2,986 2,725 261 10 %
Texas 2,131 2,168 (37) (2)%
Total 5,117 4,893 224 5 %
NONUTILITY OIL & GAS PRODUCTION SALES VOLUMES:
Oil (bbls) 128,330 125,798 2,532 2 %
Natural Gas (Mcfs) 7,498,909 6,745,439 753,470 11 %
N G Liquids (bbls) 118,913 126,029 (7,116) (6)%
</TABLE>
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