Select Committee on Public Accounts Thirteenth Report

The Prison Service's Negotiations of Compensation for Higher Termination Liabilities (continued)

13. The Service acknowledged that it had not considered this issue and that there would be a disincentive for it to terminate the contract when its increased termination liabilities were at a peak. But the Service said that FPSL would face heavy financial penalties if it failed to perform and, if the contract did have to be terminated, the prison would return to the Prison Service. In addition, Group 4 said that its reputation for providing services of this kind would be adversely affected if it did not perform satisfactorily and its performance was fully backed by a parent company guarantee. The Service considered it inconceivable that FPSL would pull out of the contract. Group 4 was a very important partner to the Prison Service , committed to its business with the Service which included running other prisons and escort services. And, in the unlikely event that Group 4 was in difficulties, FPSL's bankers have the right to step in and find another contractor.[12]


14. There may be a good case for the public sector to make payments to the external financiers on termination of a PFI contract. It is, however, unacceptable that a department should accept without full compensation any risk of having to meet higher termination liabilities as a result of a refinancing which would greatly benefit the private sector shareholders.

15. There was ambiguity over the extent to which the Prison Service's contractual arrangements in respect of termination liabilities required it to consent to this refinancing. That ambiguity complicated the Service's efforts to seek compensation for the increased termination liabilities for which it would be liable for as a result of the refinancing.

16. Departments should take early legal advice when developing PFI contracts to limit their exposure to increases in termination liabilities during the contract period. They should develop contracts which unambiguously give them the right to approve any arrangements which might increase those liabilities.

17. It is reasonable for a private sector consortium to see incentive in the prospect of refinancing benefits that may arise as a result of it outperforming the standard of service expected at the time the PFI contract was let. That does not mean that the private sector should reasonably expect to receive 100 per cent of such benefits. In this case, the Prison Service was able to negotiate a share of the benefits, which was no more than compensation for taking on additional termination liabilities as a result of this refinancing, but the compensation represented only about 20 per cent, of the £5.5 million portion of the refinancing gains which were entirely dependent on Prison Service consent.

18. No department in a PFI deal can afford to relax its guard against perverse incentives which might tempt the private sector side, in adverse circumstances, to cut and run. In this case, such a risk might theoretically arise because the Prison Service's greatest exposure to additional termination liabilities would occur at a time when the private sector shareholders would have received most of the benefits of the refinancing and their company would be facing additional costs. In such a situation, the shareholders might become less concerned about their company's performance at a time when the costs to the Service of terminating the contract would be at their highest.

19. Departments should assess the risk of contract termination, taking account of changes to a consortium's cashflows which are likely to occur during the contract period. This risk assessment should then be used by departments to devise a pattern of rewards and penalties which continue to incentivise the consortium throughout the period of a PFI contract.

The Balance of Risks and Rewards

20. After paying the Prison Service £1 million as compensation for higher termination liabilities, FPSL's shareholders will receive the balance of £9.7 million (91 per cent) of the benefits from the refinancing.[13] The Prison Service saw the £1 million as a benefit to the taxpayer. It considered the possibility of it having to pay the higher termination liabilities it had agreed to as remote. Unless that risk was sustained, it considered the £1 million would be a profit to the public sector, a refund of money which it would otherwise have to pay to FPSL for running the prison. The Service accepted, however, that as it had valued the risk to the taxpayer of the higher termination liabilities at £1 million, the £1 million it had received from the refinancing was effectively compensation for that extra risk.[14]

21. The expected payments to FPSL's shareholders have increased by £13.1 million (75 per cent) from £17.5 million at the time the contract was let in 1995 to £30.6 million after the refinancing. £3.4 million of this increase has arisen from the early delivery of the prison and lower costs, with the balance of £9.7 million arising from the refinancing. FPSL's shareholders' projected rate of return increased from 13 per cent to 16 per cent through the early delivery of the prison and lower costs. The rate of return further increased to 39 per cent as a result of the refinancing (Figure 4).[15] Part of the refinancing included repaying most of the shareholders' investment of £7 million of subordinated debt.[16]

    1.  The increase in the expected rate of return on funds invested reflects both the increased amount of shareholders' returns after the refinancing and the fact that all but a nominal amount of the £7 million which had been invested by FPSL's shareholders was repaid to them as part of the refinancing.

    Source:  National Audit Office from information supplied by PricewaterhouseCoopers, FPSL's advisers

22. When the Prison Service awarded the Fazakerley PFI prison contract to FPSL in 1995 the Service estimated that the contract, worth £247 million, would only deliver marginal financial savings of £1 million (less than one per cent). By comparison, the Prison Service's contract for the Bridgend PFI prison, awarded at the same time, was expected to generate £53 million savings.[17] We asked the Prison Service why, given that it had estimated that the Fazakerley prison contract was only expected to provide marginal savings, it had not pressed for more than £1 million from the refinancing. We were told that the Service and its advisers had not forseen the prospect of a refinancing when the contract was let in 1995 and there had been no Treasury guidance. The Service said the advice it received at the time[18] was that if refinancing were to occur it was a matter entirely for the contractor and not something to concern the Service. As a result, the PFI contract had not addressed refinancing and the sharing of benefits that might arise from refinancing.[19]

23. The Service said there was an argument which suggested that it did not need to approve the refinancing at all. But it came to the conclusion that, because of the additional termination liabilities that were forced upon it, it had a lever to negotiate over £5.5 million of the refinancing benefits. As the refinancing also gave FPSL greater confidence and made the possibility of a contract termination more remote, the Service considered that allowing the refinancing to proceed, with £1 million to be received by the Service, was a good deal, to the taxpayers' advantage. The Service agreed, however, with our observation that FPSL had benefited to a disproportionate extent from economic stability and low interest rates and the taxpayer much less so.[20]

24. In view of the high level of returns which would accrue to FPSL's shareholders, we pressed the Home Office and Prison Service as to whether the balance of benefit between taxpayers and shareholders in the Fazakerley prison project is either reasonable or justifiable. The Home Office said that it was unequivocal that this had been an extremely good deal for the taxpayer and remained a good deal. When letting the contract it had been in great need of prison places at a time of rising prison population. It had secured very high quality prison places at a cost per prison place which was below that of the alternative means of providing them. The Prison Service said that, while there had been some difficulties when Fazakerley prison opened, it was an outstanding example of a local prison and the best local prison it had. It considered Fazakerley prison provided exceptional value for money in terms of decent treatment of prisoners, education to prepare prisoners for release and make them employable, security and treating prisoners with dignity. In addition, FPSL had borne risk during the construction phase and faced very significant penalties, at about £120 per prisoner place per night, for unavailable prisoner places.[21]

25. The Home Office also observed that there was a balance between the rewards for risk and the sharing of benefits mutually that go with a long term, 25 year partnership. The partnerships would not work if the two parties were intent on scoring off each other. This balance had to be taken into account in negotiations. The Home Office was satisfied that the negotiators approached the refinancing deal professionally and thoroughly and was not sure how much further the negotiations could have been pushed. It might have been able to get a little more in the short term but possibly at the expense of longer term liabilities. The Prison Service did not consider its good partnership with FPSL had been threatened by the refinancing and did not expect FPSL's performance to be affected. It considered that, as FPSL was making more money from the project, it was less likely to get into difficulties.[22]

26. The Home Office said, however, that it would be very unhappy if it was continuing to see a 39 per cent return to private sector shareholders over the range of its contracts. The Fazakerley contract had been the first PFI prison contract which had established the market place. The Prison Service said that, at the time, the Fazakerley prison deal had been good for the public purse but it had subsequently got more competitive deals with dramatically lower costs per prisoner place. Since letting the first two PFI prison contracts[23] the present value of the average annual cost of each prisoner place in five subsequent PFI prison contracts had been between £9,850 and £12,100 compared with £16,467 for Fazakerley prison. This average included a further PFI prison being opened by Group 4 in 2001 (Rye Hill) where the cost per prisoner place would be about 30 per cent lower.[24]

27. The Home Office and the Prison Service acknowledged that on another occasion they would seek more of the refinancing benefits, as they were doing on current PFI contracts. The Prison Service said that it intended that two PFI prison contracts it was planning at Peterborough and Ashford would indicate that in the event of any refinancing the Service should receive half of any gains which are made by the private sector contractor. The Home Office said that a PFI contract it had signed a few weeks previously included a refinancing clause and it would expect every single PFI programme with which it is associated to pick up on this.[25]

28. At the time of concluding the refinancing negotiations, the Prison Service also agreed to waive £500,000 which it had previously withheld because of FPSL's under performance in delivering the required service. This was part of an agreement whereby the Service and FPSL agreed amendments to the contract covering the payment deduction criteria, the service specification and FPSL accepted some sharing of occupancy risk.[26] The Service acknowledged that it had given back £500,000 from the £1 million it had secured from the refinancing but said it believed this was a very good deal for the taxpayer. It would not have to pay for overcrowded places unless it was using them. The Service suggested this would save millions of pounds over the 25 year contract period.[27]

29. Carillion told us that the increased rate of shareholders'return after the refinancing was after tax in real terms and reflected the full repayment of the shareholders' subordinated debt which left only £100 invested. Carillion agreed with us that as the prison had opened in December 1997 this meant that FPSL's shareholders had achieved the payback of their investment in two years. Carillion also acknowledged that the 39 per cent rate of return excluded its profits on constructing the prison and further profits which the shareholder businesses expected to make on their trading operations with the prison. It further confirmed that it expected higher construction profits on PFI work compared to conventional building projects.[28]

30. We were concerned whether the higher rate of return which FPSL's shareholders would now receive could be justified in terms of additional risk, as opposed to being a windfall or extra payment simply for delivering the service FPSL had contracted to provide. We therefore asked Carillion whether the level of risk premium in the shareholders' expected returns was reasonable. It said the 39 per cent return was technically accurate but was distorted because the calculation was based on the nominal amount of capital remaining after the refinancing. On the scale of the rewards, Carillion and Group 4 said that as this was a privately financed project they and the banks put finance at risk at the outset and it was only at the end of the construction period that they were receiving any monies back at all. They told us that the perception of underlying risk on the part of sponsors and financial institutions had been significantly higher when the Fazakerley prison had been procured than would be the case today. Never before had a prison been procured together with long term external management services. Carillion and Group 4 said this form of project was seen by some financial institutions to carry political risk in addition to operational and commercial risk.[29]

31. Carillion said that when it had negotiated the Fazakerley prison contract the concept of a refinancing had been very remote. As the first PFI prison the project had been very difficult to finance and had to be financed entirely through foreign banks. FPSL's shareholders had taken huge risks but the contract had been successful in terms of the services it had delivered, and had met its expectations in terms of the overall financial terms. The prison construction had been completed five months ahead of schedule which had benefited the Prison Service through early access to prisoner places. The construction had been completed in 41 months compared with 75 months for previous traditionally procured prisons. There was also a stable regime in the prison. Carillion and Group 4 believed the returns were not unreasonable in relation to the way they had handled the risks and had performed.[30]

32. Carillion had, however, previously told us that it was seeking a 15 to 17 per cent rate of shareholders' return on its initial PFI hospital investments. It said that it would only get this level of return if it performed and this reflected the high risks of hospital projects which were more risky than prison projects. It considered hospitals were more risky because they were highly complex and required the private sector consortium to deal with different parties, including clinicians. By comparison, with prison projects there was a fairly clear direction from the public sector.[31]

33. We therefore asked whether Carillion had changed its view on the relative risks of hospital and prisons projects in the light of the 39 per cent shareholder return which it was now expecting from the Fazakerley prison project. Carillion told us that it had initially sought only a 12.8 per cent shareholder return from the Fazakerley prison project which was considerably less than the return it would expect on hospital projects. Even as a result of performing the Fazakerley prison construction very well, the return had only gone up to 16 per cent. It reasserted that the 39 per cent shareholder return it was now expecting was misleading because it was based on the nominal amount of share capital remaining after the refinancing. Carillion also noted that the refinancing benefits were not an immediate windfall and would only be received over 25 years. It also said that, although FPSL's shareholders were taking monies out of the project by way of dividends, they would be using that to invest in future PFI projects.[32]

34. In the second half of 1999 FPSL was under great time pressure to complete the refinancing. Tarmac wished to have the subordinated debt it had lent to FPSL repaid by 31 December 1999 and because of uncertainty in the financial markets leading up to the end of the millennium FPSL wished to complete the refinancing by 30 November 1999.[33] The Prison Service acknowledged that with hindsight it had been in a stronger negotiating position than it had realised.[34]

35. Although the Prison Service had never before been faced with a refinancing it did not ask its adviser Rothschild to lead the negotiations or to attend any negotiation meetings. Nor was Rothchild asked to provide any detailed briefing to the Prison Service on how the negotiations should be handled to achieve the best outcome.[35] We put it to the Prison Service that a better outcome could have been achieved if the experience of Rothschild had been used in the negotiations. The Prison Service agreed that there was a great deal of merit in incentivising advisers and using them to negotiate direct but considered that it had, nevertheless, achieved a very satisfactory outcome. Its use of the best legal and financial advice from the outset had contributed to this outcome. It said it would, however, consider incentivising its advisers in future negotiations. The Home Office said that incentivising advisers should be considered on a case by case basis because there could be situations where an adviser stood to benefit more by taking a particular decision, or by deferring a decision.[36]

36. The Service arranged for FPSL to pay the costs of the Service's advisers.[37] In response to our concern that this arrangements could have impaired the objectivity of the information provided by the advisers, the Home Office assured us that FPSL had no say over the choice of the Service's advisers or the extent of advice that would be offered. The Prison Service was confident that the quality of Rothschild's advice was not diminished by the payment arrangement which it said Rothschild only knew about at the end of the negotiations.[38]


37. When this contract was let in 1995, the Service estimated that it would only deliver marginal savings of £1 million compared with conventional procurement. It was a much less attractive deal in financial terms than the Bridgend prison deal let at the same time to another consortium which was expected to deliver savings of £53 million on a similar sized contract. The refinancing appears, therefore, to give FPSL substantial further benefits on a contract which at the outset did not give the prospect of significant savings to the Prison Service.

38. The prison opened five months ahead of schedule and is considered by the Service to be an outstanding local prison which has paved the way for subsequent PFI contracts. But given the scale of the improved benefits that have accrued to the consortium from this refinancing the Service should have sought a more reasonable balance of risk and rewards for both the Service and FPSL. The gains should have been shared more equitably between the consortium and the Service.

39. Carillion told the Committee that it would earn a return of 15 to 17 per cent if it performed successfully on hospital projects, and that it deemed these to be more risky than prison projects. Carillion claimed that the investment return of 39 per cent which it now expected to make from the Fazakerley prison project was a misleading figure. In our opinion, however, the 39 per cent figure correctly reflects the increased returns that the FPSL shareholders will receive following the refinancing on an investment which has been reduced to a nominal amount.

40. When assessing alternative PFI bids, departments should take into account the various revenues which shareholders of a consortium can earn from a PFI project, the likelihood of a refinancing occurring and how this may affect the balance of risk and reward, for both the procuring department and the service provider.

41. Although this was the first major refinancing of a PFI project, the Service chose not to make greater use of its adviser, NM Rothschild & Sons (Rothschild), in determining a negotiating strategy, and did not ask Rothschild to participate in the negotiations. Given the complexities of PFI refinancing and the potential financial consequences, departments should make appropriate use of experienced advisers in developing, and participating in, refinancing negotiations.

42. The Prison Service assured us that it has learned lessons from the Fazakerley prison refinancing, that it is securing rights to share in refinancing gains on current PFI prison contracts and that it is achieving improvements of up to 30 per cent in its PFI contract prices as a result of establishing a competitive market following the successful opening of the Fazakerley prison.

The Need for Further Central Guidance

43. When this early PFI contract was awarded in 1995, there was no central guidance to show how gains from refinancing could be shared equitably between private sector consortia and departments. An awareness of what would be acceptable PFI contract terms for the public and private sectors emerged over a number of years as the first generation of PFI deals were concluded. In July 1999, shortly before the Fazakerley prison refinancing was finalised, the Treasury issued guidance on standard contract terms which included some advice on how departments should address refinancing issues. This guidance generally put forward a view that refinancing benefits are gains which should accrue to the private sector but stated that in limited circumstances it may be appropriate for refinancing benefits to be shared with departments.[39] The Treasury considers that because of the complex issues raised by refinancings, and in the light of market trends, more extensive guidance is required.[40]

44. There are likely to be similar opportunities for refinancing other PFI contracts, particularly those signed in the early stages of the development of this new form of procurement, and where the required service has been successfully provided by the private sector consortium. The National Audit Office identified a number of principles which departments should keep in mind when they assess issues relating to refinancing.[41]

45. The National Audit Office's analysis of answers to Parliamentary Questions tabled by the Rt Hon Alan Williams MP (Swansea West, Labour) revealed, however, that only 24 per cent of the 105 PFI projects covered in this survey included arrangements whereby departments are entitled to share in refinancing gains.[42] The capital value of all contracts let under the PFI at 31 July 2000 was £17.3 billion.[43]

46. The Prison Service said that when entering into the Fazakerley prison contract, and subsequently considering the refinancing, it had been in the dark about the benefits which it would now hope to get from refinancing if it was in a similar situation today. It said that had the Comptroller and Auditor General's very helpful report been available it might have made some different decisions. It had learnt from this experience and had put in very different arrangements for future contracts.[44]

47. We pressed the Treasury on why, bearing in mind the large value of PFI contracts which had been signed up, it had been unaware for so long of the possibilities of refinancing. The Treasury said that as PFI was a new innovative process certain things were not known when the Fazakerley prison contract was entered into. When lessons were learned changes were made and more changes would be made in the new guidance it planned to issue in spring 2001. It agreed to draw the Committee's concerns to the attention of the OGC which was taking forward the development of the new guidance.[45]

48. The Treasury expects the new guidance to continue to recognise the private sector's rights to receive refinancing benefits as a reward for the successful management of risks where these are appropriately priced.[46] In considering whether this approach is sensible, we asked the Prison Service why, if it agreed a contract expecting it to be successful, its contractors should be further rewarded for carrying out the contract successfully. The Service said that in the context of taking forward the Fazakerley prison project, which had been the first PFI prison, there had been considerable risk involved. There was a chance that FPSL could have lost considerable sums of money, although the Service now thought that unlikely and the prison had opened successfully. Group 4 noted that, rather than simply delivering the contract, the consortium had outperformed the standard of service expected at the time the PFI contract was let by virtue of the prison opening early. That increased confidence amongst the capital markets had not only enabled the refinancing to take place but had also fundamentally affected the marketplace and moved it forward. There had been an increased appetite from the capital markets for this type of project and increased competitiveness which was reflected in terms available on subsequent PFI projects.[47]

49. We suggested that splitting refinancing benefits 50:50 between the public and private sectors was a more reasonable outcome, in terms of the taxpayers' interests, than the Prison Service had achieved in respect of the Fazakerley prison refinancing. The Treasury told us that the current guidance was not specific about whether PFI contracts should include a provision that the public sector should receive half of any gains which are made by the private sector contractor. It said it was considering whether a mandatory provision of this sort should be included in its new guidance.[48] The Prison Service told us that it accepted the 50:50 rule for future contracts.[49] The Home Office said it had draft guidance under discussion which emphasised that PFI contracts should include an unambiguous refinancing clause and should make it clear that the Home Office would expect to share a proportion of any benefit from refinancing. The Home Office noted that it would probably have to pay for a 50:50 split of benefits from refinancing. It saw the best protection for the taxpayer as being vigorous competition to ensure the soundest arrangements and the tightest prices at the outset rather than having to rely on what it considered could be an artificial clawback arrangement which would require subsequent renegotiation.[50]

50. There are lessons which can be learned from privatisations on how clawback arrangements can be appropriate to allow departments to share in windfall gains. We established from privatisations the doctrine of sharing in the unexpected gain which was beyond the expectation of either side. In our report "Getting Value for Money in Privatisations" we noted that in a number of cases investors had made much higher returns than they ever imagined. We identified a key lesson that clawback provisions can protect the interests of the taxpayer by providing for a share in value not identified at the time of the sale. In these circumstances high threshold clawback schemes would have had a minimal depressive effect on the initial price.[51]


51. Although PFI contracts with a capital value of approximately £17 billion had been let by July 2000, there was no central guidance on refinancing until July 1999, by which time most of those contracts had been let or were under development. The Treasury should aim to anticipate future issues where departments may require guidance rather than simply producing guidance in response to situations which have already developed. It should consult external experts and the National Audit Office about emerging issues where central guidance would be helpful.

52. Many PFI projects, particularly where contracts were let in the early stages of the development of the PFI, are likely to be refinanced. The National Audit Office's analysis shows, however, that only 24 per cent of PFI projects surveyed included arrangements whereby departments are entitled to share in refinancing gains.

53. The Treasury and the PFI Policy Unit in the OGC should therefore complete their planned updating of the central guidance on refinancing as a matter of priority.

54. The opportunity for refinancing benefits appears, in part, to arise from the successful delivery of a PFI project. PFI deals should therefore reflect the benefit of the improved financing terms that are likely to arise through the successful delivery of the project. The benefit may be secured through the pricing of the deal or through a share of subsequent refinancing gains.

55. The experience of privatisations shows that in some cases private sector investors have made much higher returns than they ever imagined. We advocated that such unexpected gains should be shared. Windfall refinancing benefits on PFI projects which have not arisen through a higher than expected standard of service from the private sector should similarly be shared between departments and the private sector. Because deals will not have been priced in anticipation of such gains arising, the prospect of sharing the gains between the public and private sectors will have no impact on the original pricing of the deals.

56. All departments must give careful consideration to refinancing issues when they develop contractual arrangements with PFI consortia, taking account of the lessons from the Fazakerley prison refinancing and further guidance which the Treasury and the OGC may develop.

57. We look to the National Audit Office to carry out a further analysis at the end of 2001 of the extent to which PFI contracts allow departments to share in refinancing gains so that we can monitor progress on these important issues.

12  Evidence, Qs 70, 117-122 Back

13  C&AG's report, Figure 2, p4 and para 3.17 Back

14  Evidence, Qs 90-91, 101-111 Back

15  C&AG's report, para 3.17 Back

16  ibid, para 2.11. Subordinated debt is a loan which will rank behind the principal borrowings of a company for repayment on occurrence of certain events (such as insolvency) Back

17  ibid, para 3.17 and the C&AG's report on the The PFI Contracts for Bridgend and Fazakerley prisons (HC 253 Session 1997-98) Figure 10, p46 Back

18  from Lazard Brothers & Co. Limited (see C&AG's report, para 1.6) Back

19  Evidence, Qs 17, 50, 68, 131, 136 Back

20  Evidence, Qs 1, 5, 51, 54-55, 58, 66-67, 129 Back

21  Evidence, Qs 7, 29, 36-39, 72-74, 124 Back

22  Evidence, Qs 69, 74, 76 Back

23  The Fazakerley prison contract let in December 1995 and the Bridgend prison (now known as HMP Parc) contract let in January 1996  Back

24  Evidence, Qs 31-32, 46, 74-76, and Evidence, Appendix 1, pp 17-18 Back

25  Evidence, Qs 2-3, 11, 17, 113 Back

26  C&AG's report, paras 1.31-1.33 Back

27  Evidence, Qs 57, 67 Back

28  Evidence, Qs 23-28, 33, 64 Back

29  Evidence, Qs 27, 65, 77-81, and Evidence, Appendix 2, pp 18-22 Back

30  Evidence, Qs 8-10, 34-35, 58, and Evidence, Appendix 1, pp 17-18 Back

31  12th Report of the Committee of Public Accounts, Session 1999-2000 (HC 131 (1999-2000)) "The PFI Contract for the new Dartford and Gravesham Hospital": Evidence, paras 55-58, 222-224 Back

32  Evidence, Qs 43-46, 59-60, 65, 77 Back

33  C&AG's report, para 3.34 Back

34  Evidence, Q86 Back

35  C&AG's report paras 3.37-3.38 Back

36  Qs 6, 85-86, 135 Back

37  C&AG's report, para 3.39 Back

38  Evidence, Qs 83-84 Back

39  C&AG's report, para 1.8 (The guidance on refinancings was set out in section 14.6 of Standardisation  of PFI Contracts (HM Treasury July 1999) Back

40  C&AG's report, para 1.12 Back

41  C&AG's report, paras 2.1, 3.2 Back

42  Evidence, Appendix 3, p23 et seq Back

43  ibid, para 13 (based on data from the Office of Government Commerce) Back

44  Evidence, Q68 Back

45  Evidence, Qs 14-15 Back

46  C&AG's report, para 1.12 Back

47  Evidence, Qs 56, 61 Back

48  Evidence, Q12 Back

49  Evidence, Qs 2-3 Back

50  Evidence, Qs 13, 16 Back

51  61st Report of the Committee of Public Accounts, Session 1997-98 (HC 992 (97-98)), page ix Back

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