EXHIBIT 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements present the effect of the pending acquisition of CheckFree Corporation (“CheckFree”) by Fiserv, Inc. (“Fiserv”) for approximately $4.4 billion payable in cash at closing and the issuance of long-term debt by Fiserv to fund the acquisition. In addition, the following unaudited pro forma condensed combined financial statements present the effect of our pending dispositions of certain health businesses (“Fiserv Health”) for approximately $775 million payable in cash at closing and Fiserv Investment Support Services (“Fiserv ISS”), in two transactions for approximately $355 million payable in cash at closing before payment of taxes and transaction expenses. Fiserv anticipates that the acquisition of CheckFree will close by the end of 2007. Fiserv expects the disposition of Fiserv Health to be completed by the end of 2007 or in the first quarter of 2008. Fiserv expects one of the transactions involving the disposition of Fiserv ISS to close in the fourth quarter of 2007 and the other to close in the first quarter of 2008.

Fiserv ISS has been classified as held for sale and the related results of discontinued operations are excluded from Fiserv’s historical results in the unaudited pro forma condensed combined statements of income. The unaudited pro forma condensed combined statements of income presented do not reflect the anticipated net gain resulting from the sale of Fiserv ISS.

These unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements, including the notes thereto, of Fiserv and CheckFree, which are included in the annual and quarterly reports that we and CheckFree have filed with the SEC or as exhibits to our Current Report on Form 8-K to which these unaudited pro forma condensed financial statements are an exhibit.

The following unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2007 and the year ended December 31, 2006 give effect to the CheckFree acquisition as if it had occurred at the beginning of each period and the sale of Fiserv Health as a discontinued operation and reflect a reduction of interest expense resulting from the use of the anticipated sale proceeds from Fiserv ISS and Fiserv Health primarily for the repayment of long-term debt. The following unaudited pro forma condensed combined balance sheet as of September 30, 2007, gives effect to the CheckFree acquisition, using the purchase method of accounting, and the sale of Fiserv Health and Fiserv ISS as if these transactions had occurred on September 30, 2007. The unaudited pro forma adjustments are based on available information and assumptions that we believe are reasonable under the circumstances, and actual results could differ materially from anticipated results.

Because we maintain a calendar fiscal year and CheckFree’s fiscal year ends on June 30, we have combined CheckFree’s results from different fiscal periods for purposes of this pro forma presentation, as described in footnote (a) to the accompanying unaudited pro forma financial statements. CheckFree’s historical statements of income include the results of operations for CheckFree’s acquisitions of Corillian Corporation (“Corillian”) in May 2007 and Carreker Corporation (“Carreker”) in April 2007 since the dates of acquisition. The unaudited pro forma condensed combined statements of income were not adjusted for the historical results of Corillian and Carreker prior to the effective date of acquisition because these acquisitions are not significant under Rule 3-05 of SEC Regulation S-X and our management does not believe they are material. In separate transactions, CheckFree acquired Corillian and Carreker for $245 million and $206 million in cash, respectively.

The following unaudited pro forma condensed combined statements of income for the years ended December 31, 2005 and 2004 give effect to the sale of Fiserv Health as a discontinued operation for those respective periods and do not reflect any reduction of interest expense resulting from the use of the anticipated sale proceeds from Fiserv ISS and Fiserv Health for the repayment of long-term debt.

The unaudited pro forma financial statements are presented for illustration purposes only, in accordance with the assumptions set forth below, include various estimates and are not necessarily indicative of the operating results or financial position that would have occurred had the transactions been completed at the assumed dates or of the operating results or financial position of the combined enterprise in the future. The unaudited pro forma financial statements do not reflect any adjustments to conform accounting practices, other than those mentioned in the notes thereto, or to reflect any cost savings or other synergies anticipated as a result of the acquisition, the effect of asset dispositions, if any, or any transaction related expenses.

 

1


Unaudited Pro Forma Condensed Combined Statement of Income

Nine Months Ended September 30, 2007

 

    Fiserv     Acquisition of
CheckFree(a)
   Disposition
of Fiserv
Health(b)
    Pro Forma
Adjustments
    Pro Forma  
    (In thousands, except per share information)  

Revenues:

          

Processing and services

  $ 2,243,710     $ 751,303    $ (271,300 )   $ (7,800 )(c)   $ 2,715,913  

Product

    1,295,154       40,226      (420,731 )     —         914,649  
                                      

Total revenues

    3,538,864       791,529      (692,031 )     (7,800 )     3,630,562  
                                      

Expenses:

          

Cost of processing and services

    1,408,577       435,989      (202,897 )     (7,800 )(c)     1,662,401  
           28,532  (d)  

Cost of product

    1,096,824       23,660      (396,748 )     —         723,736  

Selling, general and administrative

    458,523       194,640      (63,783 )     35,900  (d)     625,280  
                                      

Total expenses

    2,963,924       654,289      (663,428 )     56,632       3,011,417  
                                      

Operating income

    574,940       137,240      (28,603 )     (64,432 )     619,145  

Interest (expense) income, net

    (33,209 )     2,930      —        

 

(216,000

32,625

)(e)

 (f)

    (213,654 )
                                      

Income from continuing operations before income taxes

    541,731       140,170      (28,603 )     (247,807 )     405,491  

Income tax provision

    208,066       52,379      (11,155 )     (95,406 )(g)     153,884  
                                      

Income from continuing operations

  $ 333,665     $ 87,791    $ (17,448 )   $ (152,401 )   $ 251,607  
                                      

Income from continuing operations per share:

          

Basic

  $ 1.99            $ 1.50  

Diluted

  $ 1.97            $ 1.48  

Shares used in computing income per share:

          

Basic

    167,367              167,367  

Diluted

    169,728              169,728  

See accompanying notes to unaudited pro forma condensed combined financial statements

 

2


Unaudited Pro Forma Condensed Combined Statement of Income

Year Ended December 31, 2006

 

    Fiserv     Acquisition of
CheckFree(a)
   Disposition
of Fiserv
Health(b)
    Pro Forma
Adjustments
    Pro Forma  
    (In thousands, except per share information)  

Revenues:

          

Processing and services

  $ 2,889,340     $ 876,433    $ (371,438 )   $ (8,000 )(c)   $ 3,386,335  

Product

    1,517,691       41,211      (430,648 )     —         1,128,254  
                                      

Total revenues

    4,407,031       917,644      (802,086 )     (8,000 )     4,514,589  
                                      

Expenses:

          

Cost of processing and services

    1,868,171       490,912      (270,366 )     (8,000 )(c)     2,117,823  
           37,106  (d)  

Cost of product

    1,251,261       29,071      (409,912 )     —         870,420  

Selling, general and administrative

    568,362       203,881      (66,677 )     54,733  (d)     760,299  
                                      

Total expenses

    3,687,794       723,864      (746,955 )     83,839       3,748,542  
                                      

Operating income

    719,237       193,780      (55,131 )     (91,839 )     766,047  

Interest (expense) income, net

    (40,672 )     13,073      —        

 

(288,000

39,750

)(e)

 (f)

    (275,849 )
                                      

Income from continuing operations before income taxes

    678,565       206,853      (55,131 )     (340,089 )     490,198  

Income tax provision

    257,170       78,693      (21,611 )     (130,934 )(g)     183,318  
                                      

Income from continuing operations

  $ 421,395     $ 128,160    $ (33,520 )   $ (209,155 )   $ 306,880  
                                      

Income from continuing operations per share:

          

Basic

  $ 2.41            $ 1.75  

Diluted

  $ 2.37            $ 1.73  

Shares used in computing income per share:

          

Basic

    174,989              174,989  

Diluted

    177,529              177,529  

See accompanying notes to unaudited pro forma condensed combined financial statements

 

3


Unaudited Pro Forma Condensed Combined Statement of Income

Year Ended December 31, 2005

 

    Fiserv     Disposition
of Fiserv
Health(b)
    Pro Forma  
    (In thousands, except per share
information)
 

Revenues:

     

Processing and services

  $ 2,757,144     $ (373,181 )   $ 2,383,963  

Product

    1,167,926       (271,817 )     896,109  
                       

Total revenues

    3,925,070       (644,998 )     3,280,072  
                       

Expenses:

     

Cost of processing and services

    1,764,522       (260,650 )     1,503,872  

Cost of product

    942,708       (257,428 )     685,280  

Selling, general and administrative

    497,479       (71,547 )     425,932  
                       

Total expenses

    3,204,709       (589,625 )     2,615,084  
                       

Operating income

    720,361       (55,373 )     664,988  

Interest expense, net

    (21,015 )     —         (21,015 )

Realized gain from sale of investments

    86,822       —         86,822  
                       

Income from continuing operations before income taxes

    786,168       (55,373 )     730,795  

Income tax provision

    295,869       (21,153 )     274,716  
                       

Income from continuing operations

  $ 490,299     $ (34,220 )   $ 456,079  
                       

Income from continuing operations per share:

     

Basic

  $ 2.60       $ 2.42  

Diluted

  $ 2.57       $ 2.39  

Shares used in computing income per share:

     

Basic

    188,807         188,807  

Diluted

    190,967         190,967  

See accompanying notes to unaudited pro forma condensed combined financial statements

 

4


Unaudited Pro Forma Condensed Combined Statement of Income

Year Ended December 31, 2004

 

    Fiserv     Disposition
of Fiserv
Health(b)
    Pro Forma  
    (In thousands, except per share
information)
 

Revenues:

     

Processing and services

  $ 2,614,196     $ (388,059 )   $ 2,226,137  

Product

    990,014       (186,169 )     803,845  
                       

Total revenues

    3,604,210       (574,228 )     3,029,982  
                       

Expenses:

     

Cost of processing and services

    1,734,371       (275,052 )     1,459,319  

Cost of product

    795,965       (180,274 )     615,691  

Selling, general and administrative

    434,864       (67,341 )     367,523  
                       

Total expenses

    2,965,200       (522,667 )     2,442,533  
                       

Operating income

    639,010       (51,561 )     587,449  

Interest expense, net

    (23,812 )     —         (23,812 )
                       

Income from continuing operations before income taxes

    615,198       (51,561 )     563,637  

Income tax provision

    237,466       (19,799 )     217,667  
                       

Income from continuing operations

  $ 377,732     $ (31,762 )   $ 345,970  
                       

Income from continuing operations per share:

     

Basic

  $ 1.94       $ 1.77  

Diluted

  $ 1.91       $ 1.75  

Shares used in computing income per share:

     

Basic

    194,981         194,981  

Diluted

    197,287         197,287  

See accompanying notes to unaudited pro forma condensed combined financial statements

 

5


Unaudited Pro Forma Condensed Combined Balance Sheet

September 30, 2007

 

    Fiserv   Acquisition of
CheckFree(a)
    Disposition of
Fiserv Health(h)
    Disposition
of Fiserv ISS(i)
    Pro Forma
Adjustments
    Pro Forma  
    (In thousands, except per share information)  
ASSETS            

Cash and cash equivalents

  $ 161,250   $ 102,374     $ 425,884     $ 250,000     $

 

50,000

(750,000

  (j)

)(k)

  $ 239,508  

Trade accounts receivable, net

    658,212     220,891       (66,137 )                   812,966  

Prepaid expenses and other current assets

    193,887     263,735       (12,170 )                   445,452  

Assets of discontinued operations held for sale

    1,987,459                   (1,987,459 )              
                                             

Total current assets

    3,000,808     587,000       347,577       (1,737,459 )     (700,000 )     1,497,926  

Property and equipment, net

    238,164     143,636       (18,643 )                   363,157  

Intangible assets, net

    591,717     220,162       (44,214 )            1,719,838   (l)     2,487,503  

Goodwill

    2,386,495     1,020,985       (373,349 )            1,829,864   (l)     4,863,995  

Other long-term assets

    60,755     126,495       (3,340 )            30,000   (j)     213,910  
                                             

Total assets

  $ 6,277,939   $ 2,098,278     $ (91,969 )   $ (1,737,459 )   $ 2,879,702     $ 9,426,491  
                                             
LIABILITIES AND SHAREHOLDERS’ EQUITY            

Trade accounts payable

  $ 245,449   $ 23,262     $ (116,131 )   $      $      $ 152,580  

Accrued expenses and other current liabilities

    361,890     219,740       (24,036 )                   557,594  

Current maturities of long-term debt

    60,953     123,915       (644 )                   184,224  

Deferred revenues

    251,151     78,252       (20,810 )                   308,593  

Liabilities of discontinued operations held for sale

    1,817,603                   (1,817,603 )              
                                             

Total current liabilities

    2,737,046     445,169       (161,621 )     (1,817,603 )            1,202,991  

Long-term debt

    911,003     75,300       (257 )           

 

4,500,000

(750,000

  (j)

)(k)

    4,736,046  

Deferred income taxes and other long-term liabilities

    247,989     45,373       (27,091 )            662,138   (l)     928,409  
                                             

Total liabilities

    3,896,038     565,842       (188,969 )     (1,817,603 )     4,412,138       6,867,446  

Shareholders’ equity

    2,381,901     1,532,436       97,000       80,144       (1,532,436 )(m)     2,559,045  
                                             

Total liabilities and shareholders’ equity

  $ 6,277,939   $ 2,098,278     $ (91,969 )   $ (1,737,459 )   $ 2,879,702     $ 9,426,491  
                                             

 

See accompanying notes to unaudited pro forma condensed combined financial statements

 

6


Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(a) The unaudited pro forma condensed combined statements of income which reflect CheckFree’s results of operations for the year ended December 31, 2006 have been calculated as (i) the respective amounts for the fiscal year ended June 30, 2007, (ii) the subtraction of the respective amounts for the quarters ended March 31, 2007 and June 30, 2007, and (iii) the addition of the respective amounts for the quarters ended March 31, 2006 and June 30, 2006. CheckFree’s results of operations for the nine months ended September 30, 2007 have been calculated as the combination of the respective amounts for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007. Certain reclassifications have been made to the presentation of the historical financial statements of CheckFree in order to conform to the presentation of Fiserv’s historical financial statements. These reclassifications had no impact on CheckFree’s historical total revenue or income from continuing operations.

For the nine months ended September 30, 2007:

 

  (1) $40,226 reported in CheckFree’s historical consolidated statement of operations as license fees has been classified as product revenues.

 

  (2) $53,751 and $65,877 reported in CheckFree’s historical consolidated statement of operations as maintenance fees and professional fees, respectively, have been classified as processing and services revenues.

 

  (3) $90,991 reported in CheckFree’s historical consolidated statement of operations as research and development expenses has been allocated to and classified as cost of processing and services $70,110 and cost of product $20,881.

 

  (4) $74,693 reported in CheckFree’s historical consolidated statement of operations as depreciation and amortization expenses has been allocated to and classified as cost of processing and services $32,647, cost of product $2,779, and selling, general and administrative expenses $39,268.

 

  (5) $579 reported in CheckFree’s historical consolidated statement of operations as equity in net loss of joint venture has been classified as cost of processing and services.

For the year ended December 31, 2006:

 

  (6) $41,211 reported in CheckFree’s historical consolidated statement of operations as license fees has been classified as product revenues.

 

  (7) $46,043 and $50,417 reported in CheckFree’s historical consolidated statement of operations as maintenance fees and professional fees, respectively, have been classified as processing and services revenues.

 

  (8) $108,087 reported in CheckFree’s historical consolidated statement of operations as research and development expenses has been allocated to and classified as cost of processing and services $84,043 and cost of product $24,044.

 

  (9) $87,243 reported in CheckFree’s historical consolidated statement of operations as depreciation and amortization expenses has been allocated to and classified as cost of processing and services $36,702, cost of product $5,027, and selling, general and administrative expenses $45,514.

 

  (10) $2,548 reported in CheckFree’s historical consolidated statement of operations as equity in net loss of joint venture has been classified as cost of processing and services.

Certain reclassifications have been made to the presentation of the historical balance sheet of CheckFree to conform to the presentation of Fiserv’s balance sheet as of September 30, 2007. These reclassifications, listed below, had no impact on CheckFree’s historical total assets, liabilities, or stockholders’ equity.

 

  (1) $141,182, $66,392, and $10,189 reported in CheckFree’s historical consolidated balance sheet as settlement assets, investments, and deferred income taxes, respectively, have been classified as prepaid expenses and other current assets.

 

7


  (2) $44,750 and $69,596 reported in CheckFree’s historical consolidated balance sheet as investments and restricted cash and deferred income taxes, respectively, have been classified as other long-term assets.

 

  (3) $3,266 and $74,827 reported in CheckFree’s historical consolidated balance sheet as capitalized software, net and strategic agreements, net, respectively, have been classified as intangible assets, net.

 

  (4) $137,772 reported in CheckFree’s historical consolidated balance sheet as settlement obligations has been classified as accrued expenses and other current liabilities.

 

  (5) $12,336 and $4,277 reported in CheckFree’s historical consolidated balance sheet as accrued rent and other and deferred revenue have been classified as deferred income taxes and other long-term liabilities.

(b) The unaudited pro forma condensed combined statements of income presented herein reflect Fiserv Health as discontinued operations as a result of its anticipated sale and do not reflect the anticipated gain resulting from the sale of Fiserv Health. A reduction in interest expense resulting from the use of anticipated sale proceeds primarily for the repayment of long-term debt is reflected in the nine months ended September 30, 2007 and year ended December 31, 2006, but not in the years ended December 31, 2005 and 2004.

(c) To record an elimination adjustment for transactions involving the purchase and sale of services between Fiserv and CheckFree. These adjustments totaled $8.0 million and $7.8 million for the year ended December 31, 2006 and nine months ended September 30, 2007, respectively, and were recorded as reductions of processing and services revenue and cost of processing and services.

(d) To record an increase in amortization expense related to the recording of the fair value of acquired identifiable intangible assets, amortized over their estimated remaining useful lives. This preliminary pro forma adjustment has been calculated as the estimated annual amortization minus CheckFree’s historical amortization expense, and amortization of developed technology has been allocated to cost of processing and services and amortization of customer relationships has been allocated to selling, general and administrative expenses as follows (in thousands):

 

     Preliminary
Fair Value
   Annual
Amortization
    Estimated
Useful Life

Customer relationships

   $ 1,460,000    $ 97,333     15 yrs.

Developed technology

     400,000      40,000     10 yrs.

Tradenames

     80,000      —       Indefinite
                 

Total

   $ 1,940,000    $ 137,333    
           

CheckFree amortization expense (Year ended December 31, 2006)

        (45,494 )  
             

Increase in amortization expense (Year ended December 31, 2006)

      $ 91,839    
             

Pro forma amortization expense (Nine months ended
September, 2007)

      $ 103,000    

CheckFree amortization expense (Nine months ended
September, 2007)

        (38,568 )  
             

Increase in amortization expense (Nine months ended
September 30, 2007)

      $ 64,432    
             

The pro forma adjustment for amortization expense is based on the preliminary purchase price allocation discussed in footnote (l). Changes to the preliminary purchase price allocation including the finalization of appraisals of acquired assets and the finalization of estimated useful lives will result in a change to the pro forma adjustment for amortization expense. There can be no assurance that such finalizations will not result in material changes. Goodwill resulting from the acquisition is not amortized in accordance with the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”).

 

8


(e) To record pro forma interest expense on debt incurred to acquire CheckFree. The expected borrowings incurred to fund the acquisition include the financing of $30 million of debt issuance costs and $20 million of acquisition fees and expenses which primarily relate to legal, financial and other professional fees and expenses. The amount of incremental interest expense, calculated below, is based on the expected interest rates on the long-term financing obtained prior to closing the acquisition. The expected weighted average interest rate of 6.4% includes amortization of debt issuance costs over the life of the related debt, ranging from 5 to 10 years. This rate is a preliminary estimate and may differ from the actual interest rate available to the Company on the borrowing date. The pro forma condensed combined statements of income do not assume reductions to interest expense due to principal repayments of the initial borrowings or changes in interest rates. A change in the expected interest rate of 0.125% would impact pro forma operating income by approximately $5.6 million on an annual basis. The pro forma adjustment for interest expense is calculated as follows (in thousands):

 

Borrowings to fund the acquisition

   $  4,500,000  

Expected interest rate

     6.4 %
        

Increase in interest expense (Year ended December 31, 2006)

   $ 288,000  
        

Increase in interest expense (Nine months ended September 30, 2007)

   $ 216,000  
        

(f) To record the reduction in incremental interest expense due to the anticipated $750 million paydown of the existing revolving credit facility and other debt with the anticipated net proceeds from the dispositions of Fiserv ISS and Fiserv Health and the excess $50 million from the new term loan facility borrowings discussed in footnote (j). Based on assumed interest rates of 5.8% and 5.3%, the reduction of interest expense due to the $750 million debt paydown is $32.6 million and $39.8 million for the nine months ended September 30, 2007 and year ended December 31, 2006, respectively.

(g) To record the income tax provision on the pro forma adjustments based on the applicable statutory federal and state income tax rates.

(h) The unaudited pro forma condensed combined balance sheet reflects the sale of Fiserv Health. The pro forma adjustment to cash and cash equivalents represents the preliminary net proceeds of $455 million from the sale less cash included in the businesses to be sold of $29 million and the pro forma adjustment to shareholders’ equity represents the preliminary net gain of $97 million. The unaudited pro forma condensed combined balance sheet does not reflect the estimated final adjustments for changes in net working capital for the disposition of Fiserv Health, which we expect to increase the net proceeds by approximately $20 million by the time of closing resulting in total anticipated net proceeds of $475 million.

(i) The unaudited pro forma condensed combined balance sheet reflects the sale of Fiserv ISS. Preliminary net proceeds from the sale of $250 million are reflected in cash and cash equivalents and the preliminary net gain of $80 million is reflected in shareholders’ equity. These adjustments exclude any anticipated proceeds from contingent cash consideration of up to $100 million based on achievement of revenue targets over the twelve months subsequent to closing.

(j) To record debt incurred to acquire CheckFree of $4.5 billion, which includes the financing of $30 million of debt issuance costs and $20 million of acquisition fees and expenses, which are discussed in footnote (e) above, and $50 million to be used for the repayment of debt.

(k) To reflect the use of a portion of the anticipated net proceeds from the disposition of Fiserv ISS and Fiserv Health and the excess $50 million from the new term loan facility borrowings discussed in footnote (j) to repay $750 million of the existing revolving credit facility and other debt.

(l) To adjust the historical assets and liabilities of CheckFree, to record goodwill, intangible assets and deferred income taxes associated with the acquisition and to reverse CheckFree’s historical goodwill and

 

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intangible assets. The pro forma adjustments to intangible assets and goodwill represent the difference between the preliminary allocation of purchase price and the amounts on CheckFree’s balance sheet at September 30, 2007. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated relative fair values is as follows (in thousands):

 

Acquisition of 100% of CheckFree’s issued and outstanding common stock

   $  4,400,000  

Acquisition fees and expenses

     20,000  
        

Preliminary purchase price

   $ 4,420,000  
        

Current assets

   $ 587,000  

Property and equipment, net

     143,636  

Intangible assets, net

     1,940,000  

Goodwill

     2,850,849  

Other long-term assets

     126,495  

Current liabilities

     (445,169 )

Long-term debt

     (75,300 )

Deferred income taxes

     (664,422 )

Other long-term liabilities

     (43,089 )
        

Preliminary purchase price

   $ 4,420,000  
        

The above preliminary purchase price and the preliminary allocation of purchase price are preliminary because the acquisition has not yet been completed. The preliminary allocation of purchase price is based on a preliminary assessment of the fair values of the assets to be acquired and liabilities to be assumed in the acquisition and does not reflect final appraisals of assets to be acquired or final evaluation of all liabilities to be assumed in the acquisition. Goodwill is generated to the extent that the purchase price exceeds the fair value of the net assets acquired. The preliminary assessment of fair value resulted in goodwill of $2.85 billion, which will be subject to periodic impairment testing, in accordance with SFAS 142. The preliminary assessment of the fair values of CheckFree’s intangible assets are based on projections of expected future net cash flows, discounted to present value. Other assets and liabilities are valued at their historical book value. These and other preliminary estimates will change as additional information becomes available and is assessed by Fiserv after the closing of the acquisition.

(m) To eliminate CheckFree’s historical shareholders’ equity.

 

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