2015-02-19



HAMILTON, BERMUDA—(Marketwired – Feb 19, 2015) – Teekay Offshore Partners L.P. (NYSE:TOO) –

Highlights

Generated distributable cash flow of $50.0 million in the fourth quarter of 2014.

Declared fourth quarter 2014 cash distribution of $0.5384 per common unit.

In December 2014, awarded a new Brazil FPSO contract commencing in the first half of 2016 and acquired the Petrojarl I FPSO from Teekay Corporation to be upgraded for the project.

In December 2014, agreed to acquire the Knarr FPSO unit from Teekay Corporation; the acquisition is expected to be completed in the first quarter of 2015, subject to the unit achieving first oil and commencing its charter contract.

In October 2014, agreed to acquire six on–the–water long–distance towing and anchor handling vessels for approximately $220 million.

In January 2015, signed charter contract for the Libra FPSO project in Brazil, through the Partnership's 50/50 joint venture with Odebrecht.

Liquidity of approximately $352 million as at December 31, 2014.

Teekay Offshore GP LLC, the general partner of Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO), today reported the Partnership's results for the quarter ended December 31, 2014. During the fourth quarter of 2014, the Partnership generated distributable cash flow(1) of $50.0 million, compared to $57.4 million in the same period of the prior year. The decrease in distributable cash flow was primarily due to the expiration of time–charter contracts since the fourth quarter of 2013 relating to three existing shuttle tankers and an increase in interest expense primarily related to the issuance of NOK 1,000 million and $300.0 million of senior unsecured bonds in January 2014 and May 2014, respectively. These factors were partially offset by the delivery of two BG Shuttle Tanker newbuildings in November 2013 and January 2014, an increase in charter rates on the Cidade de Rio das Ostras and the Piranema Spirit FPSO units and the delivery of the Suksan Salamander FSO unit in August 2014.

On January 2, 2015, a cash distribution of $0.5384 per common unit was declared for the quarter ended December 31, 2014. The cash distribution was paid on February 13, 2015 to all unitholders of record on January 15, 2015.

“Since reporting our third quarter results in November, we have continued to secure new growth in the Partnership's Offshore Production business which will underpin future increases in our distributable cash flows,” commented Peter Evensen, Teekay Offshore GP LLC's Chief Executive Officer. “In December, we entered into an agreement to provide an FPSO for the Atlanta field located offshore Brazil and acquired the Petrojarl I FPSO from Teekay Corporation, which will be upgraded prior to the commencement of the charter contract in the first half of 2016. Also in December, the Partnership's Board of Directors approved the acquisition of the Petrojarl Knarr FPSO from Teekay Corporation, subject to the unit achieving first oil, which is expected to commence its charter contract during the first quarter of 2015. As previously communicated, we remain committed to increasing the Partnership's cash distribution soon after the Petrojarl Knarr has been acquired.”

“Despite the recent headwinds in the global energy markets, the Partnership's diversified portfolio of medium–term fixed–rate contracts with strong counterparties continues to generate a stable stream of cash flows which are not linked to global oil prices,” Mr. Evensen continued. “Teekay Offshore's business activities are almost exclusively focused on the more stable production related elements of the offshore oil supply chain and our assets are critical to our customers' ability to generate revenue. Although the recent volatility in global oil prices may result in the near–term delay of certain new projects, the long–term fundamentals in the deep water offshore energy sector remain strong. With over $3.6 billion of committed capital projects delivering over the next three years, Teekay Offshore is well–positioned for near–term growth.”

(1) Distributable cash flow is a non–GAAP financial measure used by certain investors to measure the financial performance of the Partnership and other master limited partnerships. Please see Appendix B for a reconciliation of distributable cash flow to the most directly comparable financial measure under United States generally accepted accounting principles (GAAP).

Summary of Recent Events

Awarded New FPSO Contract for the Petrojarl I FPSO

In December 2014, Teekay Offshore entered into an agreement with a consortium led by Queiroz Galvão Exploração e Produção SA (QGEP) to provide a floating production, storage and offloading (FPSO) unit for the Atlanta field located in the Santos Basin offshore Brazil. In connection with the QGEP contract, the Partnership acquired the Petrojarl I FPSO unit from Teekay Corporation for $57 million and the unit is currently undergoing upgrades at the Damen Shipyard Group's DSR Schiedam Shipyard in the Netherlands for a fully built–up cost of approximately $235 million, including the cost of acquiring the Petrojarl I. The unit is scheduled to commence operations in the first half of 2016 under a five–year fixed–rate charter contract with QGEP. The FPSO will be used as an early production system unit on the Atlanta field which is located 185 kilometers offshore from the Brazil coast at a water depth of approximately 1,550 meters and contains an estimated 260 million recoverable barrels of oil equivalent.

Libra FPSO Project

In January 2015, Teekay Offshore, through its 50/50 joint venture with Odebrecht Oil & Gas S.A (Odebrecht), finalized the contract with Petroleo Brasileiro SA (Petrobras) to provide an FPSO unit for the Libra field located in the Santos Basin offshore Brazil. The contract will be serviced by a new FPSO unit converted from the Partnership's 1995–built shuttle tanker, the Navion Norvegia. The conversion project is currently underway at Sembcorp Marine's Jurong Shipyard in Singapore and is scheduled to commence operations in early–2017 under a 12–year firm period fixed–rate contract with Petrobras and its international partners. The FPSO conversion is expected to be completed for a total fully built–up cost of approximately $1 billion.

Acquisition of Towage Vessels

In late–October 2014, Teekay Offshore, through its wholly–owned subsidiary ALP Maritime Services B.V. (ALP), agreed to acquire six modern on–the–water long–distance towing and anchor handling vessels for approximately $220 million. The vessels were built between 2006 and 2010 and are all equipped with dynamic positioning (DP) capabilities. The Partnership expects to take delivery of the six vessels during the first half of 2015. Including these vessels and ALP's four state–of–the–art long–distance towing and anchor handling newbuildings scheduled to deliver in 2016, ALP will become the world's largest owner and operator of DP towing and anchor handling vessels. All ten vessels will be capable of long–distance towing and offshore unit installation and decommissioning of large floating exploration, production and storage units, including FPSO units, floating liquefied natural gas (FLNG) units and floating drill rigs.

Teekay Offshore's Fleet

The following table summarizes Teekay Offshore's fleet as of February 1, 2015.

Number of Vessels

Owned

Vessels

Chartered–in

Vessels

Committed

Newbuildings/

Conversions

Conversion

Candidates

Total

Shuttle Tanker

Segment

31(i)(ii)

2



1(iii)

34

FPSO Segment

5(iv)



2(v)



7

FSO Segment

6







6

Conventional Tanker Segment

4







4

Towage Segment

6(vi)



4(vii)



10

Floating Accommodation Segment





3(viii)



3

Total

52

2

9

1

64

(i)

Includes six shuttle tankers in which Teekay Offshore's ownership interest is 50 percent and two shuttle tankers in which Teekay Offshore's ownership interest is 67 percent. One of the 67–percent owned shuttle tankers, the Randgrid, will commence its conversion to a floating storage and offtake (FSO) unit for the Gina Krog FSO project after its current shuttle tanker charter contract expires during the second quarter of 2015.

(ii)

Includes one HiLoad DP unit.

(iii)

Consists of one shuttle tanker which is currently in lay–up and is a candidate for conversion to an offshore asset.

(iv)

Includes one FPSO unit, the Cidade de Itajai, in which Teekay Offshore's ownership interest is 50 percent.

(v)

Consists of the Libra FPSO and the Petrojarl I FPSO conversion/upgrade projects.

(vi)

Consists of six towing and anchor handling vessels which the Partnership has agreed to acquire and are scheduled to deliver during the first half of 2015.

(vii)

Consists of four long–haul towing and anchor handling vessel newbuildings scheduled to deliver in 2016.

(viii)

Consists of three floating accommodation unit (FAU) newbuildings scheduled to deliver between the first quarter of 2015 and the fourth quarter of 2016.

Other Future Growth Opportunities

Pursuant to an omnibus agreement that the Partnership entered into in connection with its initial public offering in December 2006, Teekay Corporation is obligated to offer to the Partnership its interests in certain shuttle tankers, FSO units and FPSO units that Teekay Corporation owns or may acquire in the future, provided the vessels are servicing contracts with remaining durations of greater than three years. The Partnership may also acquire other vessels that Teekay Corporation may offer it from time to time and also intends to pursue direct acquisitions from third parties and new organic offshore projects.

Offshore Production

FPSO Units

In June 2011, Teekay Corporation entered into a contract with BG Norge Limited (BG) to provide a harsh weather FPSO unit to operate in the North Sea. The contract will be serviced by a newbuilding FPSO unit, the Petrojarl Knarr (Knarr), which arrived in Norway in mid–September 2014 following delivery from the shipyard. Following field installation and testing, which is expected to be completed in the first quarter of 2015, the unit will commence its ten–year time–charter contract with BG. In December 2014, the Partnership's Board of Directors approved the acquisition of the Knarr FPSO unit from Teekay Corporation, subject to the unit achieving first oil and commencing its charter contract. The purchase price for the Knarr, which is based on a fully built–up cost of approximately $1.2 billion, is expected to be financed through the assumption of an existing $815 million long–term debt facility and up to $400 million of short–term vendor financing from Teekay Corporation. The Partnership expects to complete the acquisition of the Knarr and commence its charter with BG during the first quarter of 2015.

Pursuant to the omnibus agreement and subsequent agreements, Teekay Corporation is obligated to offer to sell to the Partnership the Petrojarl Foinaven FPSO unit, an existing unit owned by Teekay Corporation and operating under a long–term contract in the North Sea, subject to approvals required from the charterer. The purchase price for the Petrojarl Foinaven would be based on fair market value.

Teekay Corporation owns two additional FPSO units, the Hummingbird Spirit and the Petrojarl Banff, which may also be offered to the Partnership in the future pursuant to the omnibus agreement.

In May 2011, Teekay Corporation entered into a joint venture agreement with Odebrecht to jointly pursue FPSO projects in Brazil. Odebrecht is a well–established Brazil–based company that operates in the engineering and construction, petrochemical, bioenergy, energy, oil and gas, real estate and environmental engineering sectors, with over 180,000 employees and a presence in over 20 countries. Through the joint venture agreement, Odebrecht is a 50 percent partner in the Cidade de Itajai FPSO and the new Libra FPSO project.

Offshore Logistics

Shuttle Tankers (including HiLoad DP Units)

In September 2013, the Partnership acquired a 2010–built HiLoad DP unit from Remora AS (Remora), a Norway–based offshore marine technology company, for a total purchase price of approximately $60 million, including modification and mobilization costs. In late–December 2014, Petrobras notified the Partnership that the HiLoad DP unit Teekay Offshore anticipated Petrobras would charter had not met certain test criteria required by Petrobras to commence Brazilian offshore operations. The Partnership continues to believe in the application of HiLoad technology for safe and economical offshore loading operations and is currently pursuing various alternatives. In July 2013, Remora was awarded a contract by BG E&P Brasil Ltd. to undertake a front–end engineering and design (FEED) study to develop the next generation of HiLoad DP units. The design, which is based on the main parameters of the first generation design, is expected to include new features such as increased engine power and capability to maneuver vessels larger than Suezmax conventional tankers. Under the terms of an agreement between Remora and Teekay Offshore, the Partnership has a right of first refusal to acquire any future HiLoad DP projects developed by Remora.

FSO Units

In May 2013, the Partnership entered into an agreement with Statoil Petroleum AS (Statoil), on behalf of the field license partners, to provide an FSO unit for the Gina Krog oil and gas field in the North Sea. The contract will be serviced by a new FSO unit converted from the 1995–built shuttle tanker, the Randgrid, which the Partnership currently owns through a 67 percent–owned subsidiary. The Partnership will acquire full ownership of the vessel prior to its conversion. The FSO conversion project is expected to cost approximately $280 million, including amounts reimbursable upon delivery of the unit relating to installation and mobilization, and the cost of acquiring the remaining 33 percent ownership interest in the Randgrid shuttle tanker. Following scheduled completion in early–2017, the newly converted FSO unit will commence operations under a three–year time–charter contract with Statoil, which includes 12 additional one–year extension options.

Floating Accommodation Units

In August 2014, the Partnership acquired Logitel Offshore Holding AS (Logitel), a Norway–based company focused on the high–end floating accommodation market. Logitel is currently constructing three newbuilding FAUs, based on the Sevan Marine ASA (Sevan) cylindrical hull design, at the COSCO (Nantong) Shipyard (COSCO) in China for a total cost of approximately $560 million. Prior to being acquired by the Partnership, Logitel secured a three–year fixed–rate charter contract, plus extension options, with Petrobras in Brazil for the first FAU, which is scheduled to deliver in the first quarter of 2015. The Partnership expects to secure charter contracts for the remaining two newbuilding FAUs prior to their respective scheduled deliveries in the first quarter of 2016 and the fourth quarter of 2016. In addition, the Partnership currently holds options to order up to an additional five FAUs from the COSCO shipyard.

Towage Vessels

In March 2014, Teekay Offshore acquired ALP Maritime Services B.V. (ALP), a Netherlands–based provider of long–haul ocean towage and offshore installation services to the global offshore oil and gas industry. As part of the transaction, the Partnership and ALP entered into an agreement with Niigata Shipbuilding & Repair of Japan for the construction of four state–of–the–art SX–157 Ulstein Design ultra–long distance towing and anchor handling vessel newbuildings, which will be equipped with DP capabilities, for a fully built–up cost of approximately $260 million. These newbuildings will be capable of ultra–long distance towing and offshore unit installation and decommissioning of large floating exploration, production and storage units and are scheduled to deliver during 2016.

Financial Summary

The Partnership reported adjusted net income attributable to the partners(1) of $40.1 million for the quarter ended December 31, 2014, compared to $33.7 million for the same period of the prior year. Adjusted net income attributable to the partners excludes a number of specific items that had the net effect of decreasing net income by $63.4 million and increasing net income by $7.6 million for the quarters ended December 31, 2014 and 2013, respectively, primarily relating to unrealized gains and losses on derivative instruments and foreign currency, as detailed in Appendix A to this release. Including these items, the Partnership reported, on a GAAP basis, a net loss attributable to the partners of $23.3 million for the fourth quarter of 2014, compared to net income attributable to the partners of $41.3 million in the same period of the prior year. Net revenues(2) increased to $236.3 million for the fourth quarter of 2014, compared to $231.5 million in the same period of the prior year.

The Partnership reported adjusted net income attributable to the partners(1) of $123.8 million for the year ended December 31, 2014, compared to $72.8 million for the same period of the prior year. Adjusted net income attributable to the partners excludes a number of specific items that had the net effect of decreasing net income by $116.7 million and increasing net income by $20.5 million for the years ended December 31, 2014 and 2013, respectively, primarily relating to unrealized gains and losses on derivative instruments and foreign currency, as detailed in Appendix A to this release. Including these items, the Partnership reported, on a GAAP basis, net income attributable to the partners of $7.2 million for the year ended December 31, 2014, compared to $93.2 million in the same period of the prior year. Net revenues(2) increased to $907.0 million for the year ended December 31, 2014, compared to $827.1 million in the same period of the prior year.

Adjusted net income attributable to the partners for the three months and year ended December 31, 2014 increased from the same periods in the prior year mainly due to the acquisitions of the Voyageur Spirit FPSO unit and a 50 percent interest in the Cidade de Itajai FPSO unit in the second quarter of 2013, the commencement of the time–charters with a subsidiary of BG Group plc for four newbuilding shuttle tankers (the BG Shuttle Tankers) in June, August, November 2013 and January 2014, the delivery of the Suksan Salamander FSO unit in August 2014, an increase in charter rates for the Cidade de Rio das Ostras FPSO unit resulting from contract indexation increase and an increase from the Piranema Spirit FPSO unit related to the produced water treatment plant installed in 2014. These increases were partially offset by the sale or lay–up of four older shuttle and conventional tankers during 2013 and 2014 as their related charter contracts expired or terminated. For the year ended December 31, 2014 and the three months and year ended December 31, 2013, indemnification payments of $3.5 million, $4.9 million and $34.9 million, respectively, were received from Teekay Corporation related to the Voyageur Spirit FPSO off–hire, which were not included in adjusted net income but instead were accounted for as an equity adjustment.

For accounting purposes, the Partnership is required to recognize, through the consolidated statements of (loss) income, changes in the fair value of derivative instruments as unrealized gains or losses. This revaluation does not affect the economics of any hedging transactions nor does it have any impact on the Partnership's actual cash flows or the calculation of its distributable cash flow.

(1) Adjusted net income attributable to the partners is a non–GAAP financial measure. Please refer to Appendix A included in this release for a reconciliation of this non–GAAP measure to the most directly comparable financial measure under GAAP and information about specific items affecting net income that are typically excluded by securities analysts in their published estimates of the Partnership's financial results.

(2) Net revenues is a non–GAAP financial measure used by certain investors to measure the financial performance of shipping companies. Please refer to Appendix C included in this release for a reconciliation of this non–GAAP measure to the most directly comparable financial measure under GAAP.

Operating Results

The following table highlights certain financial information for Teekay Offshore's four operating segments: the Shuttle Tanker segment, the FPSO segment, the FSO segment and the Conventional Tanker segment (please refer to the “Teekay Offshore's Fleet” section of this release above and Appendices C through F for further details).

Three Months Ended
December 31, 2014
(unaudited)

(in thousands of U.S. dollars)

Shuttle

Tanker

Segment

FPSO

Segment

FSO

Segment

Conventional

Tanker

Segment

Total

Net revenues(1)

119,411

94,595

14,830

7,417

236,253

Vessel operating expenses

(40,386

)

(35,211

)

(7,275

)

(1,422

)

(84,294

)

Time–charter hire expense

(7,618

)







(7,618

)

Depreciation and amortization

(28,300

)

(18,629

)

(3,059

)

(1,844

)

(51,832

)

CFVO from consolidated vessels(2)

59,948

47,439

7,453

5,498

120,338

CFVO from equity accounted vessel(3)



5,133





5,133

Total CFVO(2)(3)

59,948

52,572

7,453

5,498

125,471

Three Months Ended
December 31, 2013
(unaudited)

(in thousands of U.S. dollars)

Shuttle

Tanker

Segment

FPSO

Segment

FSO

Segment

Conventional

Tanker

Segment

Total

Net revenues(1)

121,027

88,079

14,641

7,734

231,481

Vessel operating expenses

(41,287

)

(40,268

)

(8,566

)

(1,129

)

(91,250

)

Time–charter hire expense

(13,670

)







(13,670

)

Depreciation and amortization

(30,423

)

(18,074

)

(2,117

)

(1,697

)

(52,311

)

CFVO from consolidated vessels(2)

60,864

39,750

6,020

6,205

112,839

CFVO from equity accounted vessel(3)



6,644





6,644

Total CFVO(2)(3)

60,864

46,394

6,020

6,205

119,483

(1)

Net revenues is a non–GAAP financial measure used by certain investors to measure the financial performance of shipping companies. Please refer to Appendix C, included in this release for a reconciliation of this non–GAAP measure to the most directly comparable GAAP financial measure.

(2)

Cash flow from vessel operations (CFVO) from consolidated vessels represents income from vessel operations before depreciation and amortization expense and amortization of in–process revenue contracts and deferred gains, and includes the realized gains (losses) on the settlement of foreign exchange forward contracts and adjustments for direct financing leases to a cash basis. CFVO is a non–GAAP financial measure used by certain investors to measure the financial performance of shipping companies.Please refer to Appendix E included in this release for a description and reconciliation of this non–GAAP measure to the most directly comparable GAAP financial measure.

(3)

CFVO from equity accounted vessel represents the Partnership's 50 percent share of CFVO from the Cidade deItajai FPSO unit. Please see Appendix F for a description and reconciliation of CFVO from equity accounted vessel (a non–GAAP measure) as used in this release to the most directly comparable GAAP financial measure.

Shuttle Tanker Segment

Cash flow from vessel operations from the Partnership's Shuttle Tanker segment of $59.9 million in the fourth quarter of 2014 were consistent with $60.9 million generated for the same period of the prior year. Expiration of time–charter out contracts for three existing shuttle tankers since the fourth quarter of 2013 were offset by the delivery of two BG Shuttle Tanker newbuildings and commencement of their respective time–charters in November 2013 and January 2014.

FPSO Segment

Cash flow from vessel operations from the Partnership's FPSO segment, including one equity–accounted FPSO unit, increased to $52.6 million for the fourth quarter of 2014 compared to $46.4 million for the same period of the prior year, primarily due to an increase in charter rates for the Cidade de Rio das Ostras FPSO unit relating to an indexation of rates and the Piranema Spirit FPSO unit related to the completion of an on–board produced water treatment plant. Cash received from Teekay Corporation in relation to the Voyageur Spirit indemnification of $4.9 million during the three months ended December 31, 2013 was not included as part of cash flow from vessel operations, but was instead accounted for as an equity adjustment.

FSO Segment

Cash flow from vessel operations from the Partnership's FSO segment increased to $7.5 million in the fourth quarter of 2014 compared to $6.0 million for the same period of the prior year, primarily due to the delivery of the Suksan Salamander FSO in August 2014.

Conventional Tanker Segment

Cash flow from vessel operations from the Partnership's Conventional Tanker segment decreased to $5.5 million in the fourth quarter of 2014 compared to $6.2 million for the same period of the prior year, primarily due to a decrease in charter rates on two of the Partnership's vessels.

Liquidity and Continuous Offering Program Update

In 2013, the Partnership implemented a continuous offering program (COP) under which the Partnership may issue new common units, representing limited partner interests, at market prices up to a maximum aggregate amount of $100 million. As at December 31, 2014, the Partnership sold an aggregate of 296,858 common units under the COP, generating proceeds of approximately $10.0 million (including the Partnership's general partner's two percent proportionate capital contribution and net of offering costs). The Partnership did not sell any common units under the COP during the fourth quarter of 2014.

During the fourth quarter of 2014, the Partnership issued 6,704,888 common units to a group of institutional investors, generating net proceeds of $178.5 million (including the general partner's two percent proportionate capital contribution). The net proceeds from the issuance of these common units will be used for general partnership purposes, which may include funding vessel conversion projects and finance newbuilding FAUs and towage vessels.

As of December 31, 2014, the Partnership had total liquidity of $351.7 million, which consisted of $252.1 million in cash and cash equivalents and $99.6 million in undrawn revolving credit facilities.

Conference Call

The Partnership plans to host a conference call on Friday, February 20, 2015 at noon (ET) to discuss the results for the fourth quarter and fiscal year of 2014. All unitholders and interested parties are invited to listen to the live conference call by choosing from the following options:

By dialing 1–800–499–4035 or 416–204–9269, if outside North America, and quoting conference ID code 2592288.

By accessing the webcast, which will be available on Teekay Offshore's website at www.teekayoffshore.com (the archive will remain on the website for a period of 30 days).

A supporting Fourth Quarter and Fiscal Year 2014 Earnings Presentation will also be available at www.teekayoffshore.com in advance of the conference call start time.

The conference call will be recorded and available until Friday, March 6, 2015. This recording can be accessed following the live call by dialing 1–888–203–1112 or 647–436–0148, if outside North America, and entering access code 2592288.

About Teekay Offshore Partners L.P.

Teekay Offshore Partners L.P. is an international provider of marine transportation, oil production, storage services and floating accommodation to the offshore oil industry focusing on the fast–growing, deepwater offshore oil regions of the North Sea and Brazil. Teekay Offshore is structured as a publicly–traded master limited partnership (MLP) and owns interests in 33 shuttle tankers (including two chartered–in vessels and one vessel currently in lay up as a candidate for conversion to an offshore unit), seven floating production storage and offloading (FPSO) units (including two committed FPSO conversion/upgrade units), six floating storage and offtake (FSO) units (excluding one committed FSO conversion unit), one HiLoad Dynamic Positioning (DP) unit, ten long–haul towing and anchor handling vessels (including six vessels Teekay Offshore has agreed to acquire and four newbuildings), three floating accommodation unit newbuildings and four conventional oil tankers. The majority of Teekay Offshore's fleet is employed on medium–term, stable contracts. In addition, Teekay Offshore also has rights to participate in certain other FPSO, shuttle tanker and HiLoad DP opportunities provided by Teekay Corporation (NYSE:TK), Sevan Marine ASA (Oslo Bors:SEVAN) and Remora AS.

Teekay Offshore's common units trade on the New York Stock Exchange under the symbol “TOO”.

TEEKAY OFFSHORE PARTNERS L.P.

SUMMARY CONSOLIDATED STATEMENTS OF (LOSS) INCOME

(in thousands of U.S. dollars, except unit data)

Three Months Ended

Year Ended

December 31,

2014

September 30,

2014

December 31,

2013

December 31,

2014

December 31,

2013(1)

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