Community Bank System Reports First Quarter 2017 Results

Community Bank System, Inc. (NYSE:CBU) reported first quarter 2017 net income of $26.3 million, an increase of 7.6% compared with $24.4 million reported for the first quarter of 2016. Diluted earnings per share totaled $0.57 for the first quarter of 2017, compared to $0.55 per share in the first quarter of 2016. First quarter 2017 results included approximately $1.7 million, or three cents per share of acquisition expenses.

During the first quarter of 2017 the company adopted new accounting guidance for share-based transactions. That guidance requires that all excess tax benefits and tax deficiencies associated with share-based compensation be recognized as income tax expense or benefit in the income statement. Previously, tax effects resulting from changes in the company's share price subsequent to the grant date of equity instruments were recorded through shareholders' equity at the time of vesting or exercise. The adoption of the amended accounting guidance resulted in a $2.2 million reduction of income tax expense in the first quarter of 2017, or $0.04 of diluted earnings per common share, net.

"We continued our trend of solid quarterly operating results despite achieving only modest seasonal growth in our overall earning asset base. Our results included a continuation of excellent credit quality, disciplined expense management and continued improvement in our non-interest income generation," said President and Chief Executive Officer Mark E. Tryniski. "In February, we successfully completed the acquisition of Northeast Retirement Services, Inc. ("NRS"), a leading provider of benefit plan accounting, transfer agency, fund administration, trust and retirement plan services." Mr. Tryniski continued, "We also anticipate receiving final regulatory approvals for our previously announced plan to merge with Merchants Bancshares, Inc. ("Merchants"), a high-quality $2.0 billion-asset company providing banking and other financial services across the State of Vermont and in Western Massachusetts. We anticipate completing the transaction in mid-May."

Total revenue for the first quarter of 2017 was $111.6 million, an increase of $6.4 million, or 6.1%, over the prior year quarter, and included approximately $5.0 million of revenues from the NRS transaction completed in early February. Higher revenue was generated as a result of a 1.5% increase in average earning assets and continued growth in noninterest income, partially offset by a two basis-point decline in net interest margin from the prior year quarter. A combination of acquired and organic growth resulted in a $5.5 million, or 23.9% increase in wealth management, insurance, and employee benefit services revenues. Deposit service fees increased 7.1% year-over-year, primarily the result of increased card-related revenues. Other banking services declined $0.4 million from the first quarter of 2016, entirely related to an insurance-related gain experienced last year. The quarterly provision for loan losses of $1.8 million was $0.5 million higher than the first quarter of 2016, reflective of higher quarterly net charge-off levels. Non-performing asset and delinquent loan ratios were generally stable compared to the most recent four quarter-ends. Excluding acquisition expenses from both periods, total operating expenses of $71.9 million for the quarter were $4.3 million, or 6.3% above the first quarter of 2016, and included a partial quarter of operating expenses from NRS, as well as an additional $1.5 million of intangible amortization from that transaction.

First quarter 2017 net interest income was $67.3 million, an increase of $0.4 million, or 0.6%, compared to the first quarter of 2016. Slightly lower funding costs and a two basis-point decline in the earning asset yield resulted in a two basis point decrease in net interest margin year-over-year. Average loan balances grew $126.5 million, or 2.6%, but were partially offset by average loan yields declining two basis points year-over-year, resulting in a $0.7 million increase in quarterly loan interest income. Investment interest income was $0.5 million lower than the first quarter of 2016 as average investment securities (including cash equivalents) balances decreased by $14.7 million, and the yield on investments declined six basis points. Interest expense was $0.2 million lower than the previous year's quarter, driven by a one-basis point decline in cost of funds, and a $119.4 million decline in average borrowings, partially offset by a $177.7 million increase in average deposit balances. Wealth management and insurance services revenues increased $0.3 million, or 2.8%, compared to the first quarter of 2016, to $11.3 million. Employee benefit services revenues increased $5.2 million from the first quarter of 2016, almost entirely related to the NRS acquisition.

Excluding acquisition expenses, first quarter 2017 operating expenses of $71.9 million, which included the partial quarter of operating activities of NRS, increased $4.3 million over the first quarter of 2016. Salaries and employee benefits increased $2.3 million, or 5.8%, and included the personnel added from the NRS transaction as well as planned merit increases. All other expenses increased 7.0%, and reflected the occupancy, equipment and other operating costs of NRS, including significantly higher intangible amortization, compared to the first quarter of 2016. The first quarter 2017 effective income tax was 27.4%, and reflected the previously mentioned $2.2 million reduction in income tax expense related to the change in accounting for share-based transactions. Excluding that change, the core effective income tax rate would have been approximately 33.5%, compared to 32.5% in the first quarter of 2016, reflective of a higher proportion of income being generated from fully taxable sources.

The Company also provides supplemental reporting of its results on a "net adjusted" or "tangible" basis, from which it excludes the after-tax effect of amortization of core deposit and other intangible assets (and the related goodwill, core deposit intangible and other intangible asset balances, net of applicable deferred tax amounts) and expenses associated with acquisitions. The amounts of such expenses are presented in the tables that accompany this release. Although "adjusted net income" as defined by the Company is not a GAAP measure, the Company's management believes this information helps investors understand the effect of acquisition activity in reported results. Diluted adjusted net earnings per share were $0.64 in the first quarter of 2017.

Financial Position

Average earning assets of $7.72 billion for the first quarter of 2017 were up $111.8 million from the first quarter of 2016, and were consistent with the fourth quarter of 2016. Compared to the prior year, total average earning asset balances included organic loan growth of $126.5 million, while average investment securities and interest-earning cash balances declined by $14.7 million. Average deposit balances grew $177.7 million compared to the first quarter of 2016, and were $87.4 million higher than the fourth quarter of 2016. Average borrowings in the first quarter of 2017 of $177.6 million, were $36.3 million, or 17.0%, lower than the fourth quarter of last year.

Ending loans at March 31, 2017 increased $111.0 million, or 2.3%, year-over-year, reflecting productive organic growth in the Company's consumer lending portfolios. Investment securities totaled $2.79 billion at March 31, 2017, down somewhat from three of the previous four quarter-ends, and reflective of limited reinvestment of securities cash flows over the last twelve months.

Shareholders' equity of $1.30 billion at March 31, 2017 was $95.4 million, or 7.9%, higher than the prior year period, a result of strong earnings generation and capital retention over the last four quarters, as well as incremental shares issued in conjunction with the NRS acquisition in February. The Company's net tangible equity to net tangible assets ratio was 8.91% at March 31, 2017. The Company's Tier 1 leverage ratio was 10.35% at the end of the first quarter, compared to 9.95% a year earlier.

As previously announced, in December 2016 the Company's Board of Directors approved a stock repurchase program authorizing the repurchase of up to 2.2 million shares of the Company's common stock during a twelve-month period starting January 1, 2017. Such repurchases may be made at the discretion of the Company's senior management based on market conditions and other relevant factors and will be acquired through open market or privately negotiated transactions as permitted under Rule 10b-18 of the Securities Exchange Act of 1934 and other applicable legal requirements. There were no shares repurchased in the first quarter of 2017.

Asset Quality

The Company's asset quality metrics continue to be favorable relative to comparative peer and industry averages and illustrate the long-term effectiveness of the Company's disciplined risk management and underwriting standards. Net charge-offs were $2.0 million for the first quarter, compared to $2.2 million for the fourth quarter of 2016 and $1.1 million for the first quarter of 2016. Net charge-offs as an annualized percentage of average loans measured 0.16% in the first quarter of 2017, compared to 0.18% in last year's fourth quarter and 0.10% in the first quarter of 2016. Nonperforming loans as a percentage of total loans at March 31, 2017 were 0.46%, improved from 0.48% at December 31, 2016 and 0.54% at March 31, 2016. The total loan delinquency ratio of 0.94% at the end of the first quarter was 25 basis points lower than the level at December 31, 2016, and six basis points lower than last year's first quarter-end. The first quarter provision for loan losses of $1.8 million was $0.8 million lower than the fourth quarter of 2016, and $0.5 million higher than the first quarter of 2016. The allowance for loan losses to nonperforming loans was 206% at March 31, 2017, compared with the 199% and 175% levels at the end of the fourth quarter and first quarter of 2016, respectively.

Dividend Increase

In August 2016, the Company declared a quarterly cash dividend of $0.32 per share on its common stock, marking the 24^th consecutive year of dividend increases. President and Chief Executive Officer, Mark E. Tryniski, commented, "The payment of a meaningful and growing dividend is an important component of our commitment to provide consistent and favorable long-term returns to our shareholders. The increase reflected the continued strength of both our current operating performance and capital position." The one cent increase, or 3.2%, in the Company's quarterly cash dividend over the same quarter of the prior year, represents an annualized yield of 2.4% based upon its' closing price of $54.44 on April 21, 2017.

Merchants Bancshares, Inc.

On October 24, 2016, the Company announced that it had entered into a definitive agreement to acquire Merchants Bancshares, Inc. ("Merchants"), parent company of Merchants Bank headquartered in South Burlington, Vermont, for approximately $335 million in Company stock and cash. The acquisition will extend the Company's footprint into the Vermont and Western Massachusetts markets. Upon the completion of the merger, Community Bank will add 31 branch locations in Vermont and one location in Western Massachusetts with approximately $2.0 billion of assets, and deposits of $1.5 billion. The Company and Merchants have received regulatory approval from the Office of the Comptroller of the Currency for the proposed merger and anticipate closing the merger in mid-May, subject to the receipt of approval from the Board of Governors of the Federal Reserve System and satisfaction of customary closing conditions.

Northeast Retirement Services, Inc.

On December 5, 2016, the Company announced that it had entered into a definitive agreement to acquire Northeast Retirement Services, Inc. ("NRS"), a leading provider of plan accounting, transfer agency, fund administration, trust and retirement plan services for approximately $148.6 million in Company stock and cash. The acquisition was completed on February 3, 2017.

Conference Call Scheduled

Company management will conduct an investor call at 11:00 a.m. (ET) tomorrow, April 25, 2017, to discuss first quarter results. The conference call can be accessed at 877-852-6576 (1-719-325-4896 if outside United States and Canada) using the conference ID code 4779182. Investors may also listen live via the Internet at: http://www.webcaster4.com/Webcast/Page/995/20523.

This earnings release, including supporting financial tables, is available within the press releases section of the Company's investor relations website at: http://ir.communitybanksystem.com. An archived webcast of the earnings call will be available on this site for one full year.

Community Bank System, Inc. operates more than 200 customer facilities across Upstate New York and Northeastern Pennsylvania through its banking subsidiary, Community Bank, N.A. With assets of approximately $8.9 billion, the DeWitt, N.Y. headquartered company is among the country's 150 largest financial institutions. In addition to a full range of retail, business, and governmental banking services, the Company offers comprehensive financial planning, insurance and wealth management services through its' Community Bank Wealth Management Group and OneGroup NY, Inc. operating subsidiaries. The Company's Benefit Plans Administrative Services, Inc. subsidiary (which includes the recently acquired NRS) is a leading provider of employee benefits administration, trust services, fund administration and actuarial consulting services to customers on a national scale. Community Bank System, Inc. is listed on the New York Stock Exchange and the Company's stock trades under the symbol CBU. For more information about Community Bank visit www.communitybankna.com or http://ir.communitybanksystem.com .

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The following factors, among others, could cause the actual results of CBU's operations to differ materially from CBU's expectations: the successful integration of operations of its acquisitions; competition; changes in economic conditions, interest rates and financial markets; changes in legislation or regulatory requirements; and the timing for receiving regulatory approvals and completing pending transactions. These statements are based on the current beliefs and expectations of CBU's management and CBU does not assume any duty to update forward-looking statements.

Summary of Financial Data
(Dollars in thousands, except per share data)
		2017		2016
		1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr
Earnings
Loan income		$52,384		$53,602		$53,706		$52,509		$51,650
Investment income		17,574		19,397		17,616		18,601		18,106
Total interest income		69,958		72,999		71,322		71,110		69,756
Interest expense		2,684		2,753		2,859		2,804		2,875
Net interest income		67,274		70,246		68,463		68,306		66,881
Provision for loan losses		1,828		2,640		1,790		2,305		1,341
Net interest income after provision for loan losses		65,446		67,606		66,673		66,001		65,540
Deposit service fees		14,707		14,959		14,894		15,008		13,734
Revenues from mortgage banking and other banking services		1,159		1,438		2,863		1,597		1,579
Wealth management and insurance services		11,261		10,544		10,928		10,496		10,957
Employee benefit services		17,189		11,679		11,267		11,671		12,011
Gain on sale of investments		2		0		0		0		0
Total noninterest income		44,318		38,620		39,952		38,772		38,281
Salaries and employee benefits		41,400		36,259		38,300		37,950		39,138
Occupancy and equipment		8,196		7,633		7,373		7,409		7,663
Amortization of intangible assets		2,768		1,275		1,359		1,403		1,442
Acquisition expenses		1,716		1,364		2		263		77
Other		19,495		20,066		19,192		19,331		19,349
Total operating expenses		73,575		66,597		66,226		66,356		67,669
Income before income taxes		36,189		39,629		40,399		38,417		36,152
Income taxes		9,932		13,237		13,239		12,560		11,749
Net income		26,257		26,392		27,160		25,857		24,403
Basic earnings per share		$0.58		$0.59		$0.61		$0.58		$0.55
Diluted earnings per share		$0.57		$0.59		$0.61		$0.58		$0.55
Profitability
Return on assets		1.22%		1.21%		1.24%		1.20%		1.14%
Return on equity		8.47%		8.59%		8.71%		8.62%		8.34%
Return on tangible equity(2)		13.57%		13.40%		13.52%		13.63%		13.38%
Noninterest income/operating income (FTE) (1)		38.9%		34.7%		36.0%		35.3%		35.5%
Efficiency ratio		60.7%		57.5%		59.0%		59.0%		61.4%
Components of Net Interest Margin (FTE)
Loan yield		4.31%		4.33%		4.36%		4.35%		4.33%
Cash equivalents yield		0.79%		0.48%		0.46%		0.46%		0.47%
Investment yield		2.90%		3.14%		2.88%		3.06%		2.97%
Earning asset yield		3.80%		3.90%		3.82%		3.87%		3.82%
Interest-bearing deposit rate		0.13%		0.13%		0.13%		0.14%		0.14%
Borrowing rate		2.18%		1.80%		1.31%		1.50%		1.33%
Cost of all interest-bearing funds		0.19%		0.19%		0.20%		0.20%		0.20%
Cost of funds (includes DDA)		0.15%		0.15%		0.16%		0.15%		0.16%
Net interest margin (FTE)		3.65%		3.76%		3.67%		3.73%		3.67%
Fully tax-equivalent adjustment		$2,310		$2,382		$2,450		$2,605		$2,524

Summary of Financial Data
(Dollars in thousands, except per share data)
		2017		2016
		1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr
Average Balances
Loans		$4,939,092		$4,934,034		$4,913,517		$4,866,574		$4,812,575
Cash equivalents		40,209		15,367		19,110		19,456		22,355
Taxable investment securities		2,203,175		2,179,840		2,179,044		2,178,448		2,172,983
Nontaxable investment securities		540,518		556,774		571,327		588,897		603,297
Total interest-earning assets		7,722,994		7,686,015		7,682,998		7,653,375		7,611,210
Total assets		8,747,266		8,665,948		8,712,758		8,656,653		8,604,264
Interest-bearing deposits		5,543,046		5,472,420		5,405,180		5,517,287		5,458,273
Borrowings		177,587		213,930		327,578		249,263		296,964
Total interest-bearing liabilities		5,720,633		5,686,350		5,732,758		5,766,550		5,755,237
Noninterest-bearing deposits		1,620,473		1,603,703		1,569,960		1,532,322		1,527,585
Shareholders' equity		1,256,888		1,222,124		1,239,927		1,206,353		1,177,246
Balance Sheet Data
Cash and cash equivalents		$291,186		$173,857		$161,542		$161,634		$138,513
Investment securities		2,788,718		2,784,392		2,877,644		2,931,301		2,902,878
Loans:
Consumer mortgage		1,830,800		1,819,701		1,798,748		1,779,295		1,777,792
Business lending		1,468,465		1,490,076		1,506,878		1,536,546		1,509,421
Consumer indirect		1,055,112		1,044,972		1,037,077		993,132		941,151
Home equity		393,769		401,998		401,784		399,870		403,273
Consumer direct		184,067		191,815		196,134		195,959		189,535
Total loans		4,932,213		4,948,562		4,940,621		4,904,802		4,821,172
Allowance for loan losses		47,096		47,233		46,789		46,526		45,596
Intangible assets, net		618,977		480,844		482,119		483,478		484,881
Other assets		329,862		326,015		312,609		307,422		314,053
Total assets		8,913,860		8,666,437		8,727,746		8,742,111		8,615,901
Deposits:
Noninterest-bearing		1,642,158		1,646,039		1,577,194		1,546,253		1,533,085
Non-maturity interest-bearing		5,010,516		4,726,787		4,771,436		4,664,635		4,808,650
Time		684,203		703,128		728,789		746,966		777,327
Total deposits		7,336,877		7,075,954		7,077,419		6,957,854		7,119,062
Borrowings		0		146,200		133,900		267,600		33,700
Subordinated debt held by unconsolidated subsidiary trusts		102,177		102,170		102,164		102,158		102,152
Accrued interest and other liabilities		178,776		144,013		173,681		177,570		160,322
Total liabilities		7,617,830		7,468,337		7,487,164		7,505,182		7,415,236
Shareholders' equity		1,296,030		1,198,100		1,240,582		1,236,929		1,200,665
Total liabilities and shareholders' equity		8,913,860		8,666,437		8,727,746		8,742,111		8,615,901
Capital
Tier 1 leverage ratio		10.35%		10.55%		10.35%		10.14%		9.95%
Tangible equity/net tangible assets (2)		8.91%		9.24%		9.66%		9.58%		9.25%
Diluted weighted average common shares O/S		46,227		45,025		44,835		44,636		44,356
Period end common shares outstanding		45,956		44,437		44,357		44,179		44,070
Cash dividends declared per common share		$0.32		$0.32		$0.32		$0.31		$0.31
Book value per share		$28.20		$26.96		$27.97		$28.00		$27.24
Tangible book value per share(2)		$16.22		$17.12		$18.06		$17.99		$17.16
Common stock price (end of period)		$54.98		$61.79		$48.11		$41.09		$38.21

Summary of Financial Data
(Dollars in thousands, except per share data)
		2017		2016
		1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr
Asset Quality
Nonaccrual loans		$20,066		$20,619		$21,301		$22,150		$23,765
Accruing loans 90+ days delinquent		2,809		3,076		2,015		1,909		2,327
Total nonperforming loans		22,875		23,695		23,316		24,059		26,092
Other real estate owned (OREO)		2,486		1,966		2,060		1,726		2,031
Total nonperforming assets		25,361		25,661		25,376		25,785		28,123
Net charge-offs		1,965		2,196		1,527		1,375		1,146
Allowance for loan losses/loans outstanding		0.95%		0.95%		0.95%		0.95%		0.95%
Nonperforming loans/loans outstanding		0.46%		0.48%		0.47%		0.49%		0.54%
Allowance for loan losses/nonperforming loans		206%		199%		201%		193%		175%
Net charge-offs/average loans		0.16%		0.18%		0.12%		0.11%		0.10%
Delinquent loans/ending loans		0.94%		1.19%		1.06%		1.10%		1.00%
Loan loss provision/net charge-offs		93%		120%		117%		168%		117%
Nonperforming assets/total assets		0.28%		0.30%		0.29%		0.29%		0.33%
Asset Quality (excluding loans acquired since 1/1/09)
Nonaccrual loans		15,268		16,600		$16,966		$18,259		$20,045
Accruing loans 90+ days delinquent		1,707		1,963		1,869		1,573		1,837
Total nonperforming loans		16,975		18,563		18,835		19,832		21,882
Other real estate owned (OREO)		2,225		1,658		1,594		1,258		1,497
Total nonperforming assets		19,200		20,221		20,429		21,090		23,379
Net charge-offs		1,866		1,846		1,432		1,404		898
Allowance for loan losses/loans outstanding		1.01%		1.02%		1.02%		1.02%		1.04%
Nonperforming loans/loans outstanding		0.38%		0.42%		0.43%		0.46%		0.52%
Allowance for loan losses/nonperforming loans		266 %		245%		238%		224%		200%
Net charge-offs/average loans		0.17%		0.17%		0.13%		0.13%		0.09%
Delinquent loans/ending loans		0.86%		1.14%		1.01%		1.08%		1.00%
Loan loss provision/net charge-offs		85%		133%		124%		144%		112%
Nonperforming assets/total assets		0.23%		0.25%		0.25%		0.26%		0.29%

Summary of Financial Data
(Dollars in thousands, except per share data)
		2017		2016
		1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr
Quarterly GAAP to Non-GAAP Reconciliations
Income statement data
Net income
Net income (GAAP)		$26,257		$26,392		$27,160		$25,857		$24,403
Amortization of intangibles (3)		2,008		849		914		944		973
Acquisition expenses (3)		1,245		908		1		177		52
Adjusted net income (non-GAAP)		29,510		28,149		28,075		26,978		25,428
Earnings per common share
Diluted earnings per share (GAAP)		$0.57		$0.59		$0.61		$0.58		$0.55
Amortization of intangibles (3)		0.04		0.02		0.02		0.02		0.02
Acquisition expenses (3)		0.03		0.02		0.00		0.00		0.00
Diluted adjusted net earnings per share (non-GAAP)		0.64		0.63		0.63		0.60		0.57
Noninterest operating expenses
Noninterest expenses (GAAP)		$73,575		$66,597		$66,226		$66,356		$67,669
Amortization of intangibles		(2,768)		(1,275)		(1,359)		(1,403)		(1,442)
Acquisition expenses		(1,716)		(1,364)		(2)		(263)		(77)
Total adjusted noninterest expenses (non-GAAP)		69,091		63,958		64,865		64,690		66,150
Efficiency ratio
Adjusted noninterest expenses (non-GAAP) - numerator		$69,091		$63,958		$64,865		$64,690		$66,150
Tax-equivalent net interest income		69,584		72,628		70,913		70,911		69,405
Noninterest revenues		44,318		38,620		39,952		38,772		38,281
Insurance-related recovery		0		0		(950)		0		0
Gain on sales of investments		(2)		0		0		0		0
Operating revenues (non-GAAP) - denominator		113,900		111,248		109,915		109,683		107,686
Efficiency ratio (non-GAAP)		60.7%		57.5%		59.0%		59.0%		61.4%

Summary of Financial Data
(Dollars in thousands, except per share data)
		2017		2016
		1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr
Quarterly GAAP to Non-GAAP Reconciliations
Balance sheet data - At end of quarter
Total assets
Total assets (GAAP)		$8,913,860		$8,666,437		$8,727,746		$8,742,111		$8,615,901
Intangible assets		(618,977)		(480,844)		(482,119)		(483,478)		(484,881)
Deferred taxes on intangible assets		68,236		43,504		42,523		41,528		40,483
Total tangible assets (non-GAAP)		8,363,119		8,229,097		8,288,150		8,300,161		8,171,503
Total common equity
Common stock, APIC, Retained earnings, and Treasury stock		$1,285,676		$1,190,258		$1,174,491		$1,155,894		$1,139,378
Accumulated other comprehensive income		10,354		7,842		66,091		81,035		61,287
Shareholders' Equity (GAAP)		1,296,030		1,198,100		1,240,582		1,236,929		1,200,665
Intangible assets		(618,977)		(480,844)		(482,119)		(483,478)		(484,881)
Deferred taxes on intangible assets		68,236		43,504		42,523		41,528		40,483
Total tangible common equity (non-GAAP)		745,289		760,760		800,986		794,979		756,267
Net tangible equity-to-assets ratio at quarter end
Total tangible common equity (non-GAAP) - numerator		$745,289		$760,760		$800,986		$794,979		$756,267
Total tangible assets (non-GAAP) - denominator		8,363,119		8,229,097		8,288,150		8,300,161		8,171,503
Net tangible equity-to-assets ratio at quarter end (non-GAAP)		8.91%		9.24%		9.66%		9.58%		9.25%

⁽¹⁾ Excludes gains and losses on sales of investment securities.

⁽²⁾ Includes deferred tax liabilities related to certain intangible assets.

⁽³⁾ After tax effect.

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