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The M&A Engine AUGUST 2020

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Page 1: The M&A Engine - Avendus

The M&A Engine

AUGUST 2020

Page 2: The M&A Engine - Avendus

2

FORECASTING M&A BY SEGMENT

ACCENTUREOVERVIEW

INORGANICSTRATEGY

HOW ACCENTURE HAS BECOME AN

ASPIRATIONAL BUYER

ANALYSIS OF M&A ACTIVITY

• Accenture is a bellwether stock in IT services

• With an Enterprise Value of >$100Bn, Accenture is one of the highest valued IT services company – in the last 5 years, it has more than doubled its value while peers such as TCS has only grown by ~50%

• Accenture is perceived as a high-end services provider due to its consulting background and forward-looking business mix, including the following segments:– Cloud SI - 16%– Digital Agency – 15%– Cyber Security – 9%

• Inorganic strategies include acquisitions, joint ventures, and investments through Accenture Ventures

• Compared to other top IT services companies, Accenture is the one of the biggest acquirer spending almost $1.2Bn on acquisitions. It has done 110 acquisitions over the last 5 years while the next closest acquirer only did ~25% of that number

• The tuck-in M&A strategy has supported value creation by –1. Higher growth (~2%

YoY)2. Accelerating the

business mix change

• Commercial Aspect:– Higher Valuation– Front loaded deal

structure – Upfront cash

payment– Higher salaries for

principals

• Intangible Aspect:– Speed– Certainty– Brand name

• By Rationale:– Capability Acquisition:

61%– Others: 39%

• By Segment:– Product Engineering:

16%– Marketing Services:

15%– Digital Agency: 15%– Others: 54%

• By Global Reach:– North America: 42%– Europe: 41%– Growth Markets: 17%

• Accenture is often the first mover to acquire the newer segments which is then followed by its peers

• Accelerating Segments – Cloud infrastructure – Cyber security – Digital marketing– Design agencies

• Sustaining Segments – Cloud SI – Analytics– Marketing services– Product engineering

Accenture Overview 03

Accenture Inorganic Strategy 08

M&A Analysis 16

Predicting Segments Through M&A Activity 21

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01.Accenture Overview

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AWARDS

• Fortune’s Global 500• Forbes’ Global 2000

OVERVIEW

• One of the leading global professional services company, providing a broad range of services in strategy and consulting, interactive, technology and operations, with digital capabilities across all of these services

• With experience and capabilities across more than 40 industries – the company is powered by one of world’s largest network of advanced technology and intelligent operations centers

SERVICES

1. Strategy and Consulting • One of the leaders in strategy,

industry experts, enterprise function practitioners, business intelligence professionals, designers, data scientists, and many other specialized skills are brought together to co-create clients’ unique path to transformation

2. Interactive• Accenture Interactive

reimagines business through experience

• From idea to execution, Accenture Interactive designs, builds, communicates and runs comprehensive experiences from start to finish

3. Technology• Accelerates enterprise

transformation through capabilities such as intelligent platform services, technology innovation, technology consulting, security, and industry X.O

4. Operations• Reinvents organization with

intelligent operating models enabled by SynOps - human-machine operating engine

• SynOps is powered by data, applied intelligence, digital technologies, and exceptional talent providing tangible business outcomes

INDUSTRY GROUPS

• Communication, Media & Technology• Financial Services• Health and Public Services• Products1

• Energy, Utilities and Resources

KEY HIGHLIGHTS

• Holds a top position in the Technology Ecosystem via strategic relationships with alliance partners, including leading technology providers such as Microsoft, SAP, Oracle, Cisco, EMC, Salesforce

• 98 of Accenture’s top 100 clients have been with them for at least 10 years because it is committed to create innovative solutions for its clients

• Global Delivery Network

One Of The Leading Technology And Consulting Vendor To Global Enterprises

CLIENTS

• 91 of the Fortune Global 100

• More than three-quarters of the Fortune Global 500

1. Products include consumer goods, retail, & travel services, industrial and life science2. Source: Accenture Website

KEY EXECUTIVES

• Julie Sweet (CEO) • KC McClure (CFO)

# OF EMPLOYEES

• ~500,000

LOCATIONS

• HQ: Dublin, Ireland• Other Locations:

50+ countries

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21%

21%

17%

23%

18% 21%

21%

17%

23%

18%

Source: CapitalIQ, Accenture FY10, FY15, FY16, FY17 ,FY18 and FY19 Annual Report 5

(FYE August; Fig in $Mn) FY10 FY15 FY16 FY17 FY18 FY19

Revenue 21,550 31,047 32,882 36,176 40,992 43,215

Revenue Growth % (over prior year) 0.1% 3.5% 5.9% 10.0% 13.3% 5.4%

Revenue (Digital, Cloud, and Security Services) NA NA NA 49.7% 56.1% 64.9%

Gross Profit 7,250 9,809 10,277 11,071 12,493 13,314

Gross Margin % 33.6% 31.6% 31.3% 30.6% 30.5% 30.8%

EBITDA 3,193 4,911 5,256 5,655 6,434 6,923

EBITDA Margin % 4.8% 15.8% 16.0% 15.6% 15.7% 16.0%

Revenue by Operating Group Revenue by Services Revenue by Geographic Region

FY10 FY19 54%46% FY10

56%44%

FY1944%

44%

12%

FY10 46%

34%

20%

FY19

Communication Media & Tech.

Financial Services

Health and Public Service

Products

Resources

Consulting

Outsourcing

North America

Europe

Growth Markets (APAC)

Accenture Has Doubled Revenue While Maintaining Mid Teens EBITDA Margins

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1. EV is calculated with share price as of August 31st of the FY2. Source: CapitalIQ6

Valuation Matrix

Numbers in $Mn; as of July-10-2020 Amount

Market Cap 139,524

TEV 137,059

Debt 3,512

Cash 6,445

Particulars FY18 FY19 FY20

TEV1/Revenue 2.5x 2.6x 2.7x

TEV1/EBITDA 15.8x 16.3x 14.9x

P/E 26.7x 25.8x 25.3x

Share Price Growth SHARE PRICE

PERIOD %

1m 10.7%

3m 24.1%

6m 2.5%

1yr 15.9%

5yr 118.5%

10yr 435.9%

12 Months Fiscal Period, Numbers in $Mn

FY10 FY15 FY18 FY19 FY20

Dividend 710 1,276 1,671 1,861 1,526

Market Cap Has Increased By $72Bn Over The Last 10 Years, While Paying Out ~$12Bn in Dividends

-100

0

100

200

300

400

500

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Accenture plc (NYSE:ACN) - Share Pricing

NASDAQ Composite Index (^COMP) - Index Value

S&P 500 (^SPX) - Index Value

2020

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Sr No. Company $Mn

01. 76,536

02. 44,547

03. 21,230

04. 20,900

05. 19,577

06. 16,898

07. 15,980

08. 12,780

09. 9,936

10. 9,020

Source: CapitalIQ as of July-14-2020 7

Accenture Leads The Pack on Revenue, Market Cap and EV/EBITDA

By Revenue By Market Cap By EV/EBITDA

Sr No. Company $Mn

01. 160,455

02. 137,059

03. 110,816

04. 41,684

05. 29,000

06. 21,798

07. 21,253

08. 20,785

09. 19,331

10. 13,650

Sr No. Company Multiple

01. 19.1x

02. 16.7x

03. 13.0x

04. 11.3x

05. 9.1x

06. 8.9x

07. 8.4x

08. 8.2x

09. 8.1x

10. 7.8x

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02.Accenture Inorganic Strategy

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Accenture Has Three Inorganic Go-To-Market Levers

INVESTMENTS: ACCENTURE VENTURES• A branch of Accenture, invests into companies to form alliances and expand Accenture’s client pool as

well as geographical coverage• Is predominantly interested in investing into new business models such as Next-Gen Technologies,

Blockchain, and Cloud

MERGERS AND ACQUISITIONS• Accenture has acquired 160+ companies in a span of 10 years, making it a one of the leaders in

digital capabilities across the globe

JOINT VENTURES• Joint Ventures have been used to further enhance key relationships• Accenture has entered into joint ventures with strategically important partners such as Microsoft

InorganicGo-to-market Strategy

01

02

03

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*as of 01 - July - 2020 Source: CapitalIQ, Merger Market, Accenture Website10

Investments Through Accenture Ventures

• Launched in 2015, Accenture Ventures acts as a bridge to the global innovation ecosystem by bringing Accenture’s clients together with best-in-class, enterprise-relevant startups to unlock their growth potential and accelerate digital transformation

• Accenture Ventures is a corporate venture capital arm of Accenture that prefers to invest in growth-stage firms that create innovative enterprise technologies using an open innovation approach

• Accenture Ventures has 50+ partners, 30+ start-up investments, and is engaged in 5000+ start ups

Key Capabilities Acquired By Accenture Ventures

Key Investments

Company Country Value($Mn) Segment Description

Canada 17 Technology Services

Enhances Accenture’s capabilities in financial services innovations, modernization and transformation

USA 60 Technology Services

Innovates solutions for banks, brokerages and infrastructure providers

USA NA SoftwareBoosts personalization services to global clients as customer experiences grows worldwide

China NA Analytics - AI

Extends Accenture’s computer vision and product recognition capabilities and accelerates growth in China

UK NA Analytics - AI

Using data analytics, this deal helps Accenture prepare its clients for global security challenges

AI +Big Data

Blockchain

Intelligent Automation

Cybersecurity

Industry X.0

Future Work Force

Health Tech

Amount Invested ($Mn)* Geographical Split

42278

897

Asia / Pacific Europe NorthAmerica

6%

25%

69%

Asia / PacificEuropeNorth America

Accenture Ventures Is The Venture Capital Arm Of Accenture

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Source: CapitalIQ11

JV Company Holding Segment Description Key Metrics

NA Technology ServicesA Microsoft-focused IT services company, enhances Accenture’s capabilities in financial services innovations, modernization and transformation

• 3,900 employees• ~700Mn Revenue

$196MnAccenture: 40% ;

Apax Partners: 60%Cloud Infra

The joint venture accelerates the development of Duck Creek products and technologies, leveraging advanced digital and cloud technology

• 1,200 employees• ~25Mn Revenue

Accenture Back office and Administration Services SPA NA Vertical Specific -

Financial ServicesThe JV will support UniCredit’s accounts-receivable, accounts-payable and asset-management functions • 79 employees

Alliances Are Created To Enhance Accenture’s Core Competencies And Strategic Relationships

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1. Net of estimated overlap2. Source: Accenture FY 19 Earnings Report, Merger Market12

Accenture’s Acquisition Strategy Focuses To Do Three Things

SCALE GROWING AREAS IN THE MARKET

Accenture builds new capabilities that tap into large addressable markets. For

example, in 2019 Accenture did about six acquisitions in technology, three of them around the Intelligent Platform Services

ADD NEW CAPABILITIES

Accenture made ~20 acquisitions in the Digital, Cloud, and Security Services space (The New) in

2019 alone, demonstrating the company’s commitment to become a one of the market-leaders in these new capabilities (Revenues from “The New” approximated to $28Bn1 -approximately 65% of the new bookings in

2019)

DEEPEN INDUSTRY AND FUNCTIONAL EXPERTISE

Accenture is constantly looking to further expand in areas that the company has

historically been strong at. For example, Accenture made 4 financial services-related

acquisitions in 2019, a sector that the company already has a strong foothold in

01 02 03

Revenue of “The NEW”The New includes Digital, Cloud and Security Services

# of Acquisitions v/s Headcount Investment in Acquisitions

Segment Revenue ($Bn) % of Revenue

Digital

Cloud

Security

21

11

2.5

49%

25%

6%

M&A Is The Center Of Accenture’s Inorganic Growth

Year Block # of Acquisitions Headcount

Block 1 (FY10 - FY13)

Block 2 (FY14 - FY16)

Block 3 (FY17-FY20)

26

45

93

5,372

3,590

10,241

Total (FY10 – FY20) 164 19,203

Year Amount ($Mn)

FY19

FY18

FY17

1,200

658

1,700

Total 3,558

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Source: Merger MarketOthers include NTT Data, CGI, Tech Mahindra, Wipro, HCL, Capgemini, Infosys and TCS13

The Closest Competitor Has Only Completed ~25% Of Accenture’s Number Of Acquisitions

110

27 2521

1613 11 11 10 9 9

3

Accenture Cognizant DXCTechnologies

IBM NTTData

CGI TechMahindra

Wipro HCL Capgemini Infosys TCS

42%

10%9%

8%

31%

Accenture

Cognizant

DXC technologies

IBM

Others

# of Acquisitions

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Particulars

Founded 1989 1968 1967

# of Employees ~500,000 448,464 ~270,000

FY15 FY20 ∆ FY15 FY20 ∆ FY14 FY19 ∆

Market Cap1 (USD Mn) 56,098 133,711 138.4% 79,268 113,973 43.8% 11,429 20,439 78.8%

Total Enterprise Value1 (USD Mn) 52,185 131,713 152.4% 77,497 107,036 38.1% 11,305 23,464 107.6%

Revenue Growth (over prior year) 3.5% 4.4% 0.9% 15.7% 7.2% (8.5%) 4.8% 7.0% 2.2%

Revenue CAGR (Last 5 FY) 7.6% 7.6% 0 25.7% 10.6% (15.1%) 4.8% 6.0% 1.2%

Gross Margin % 31.6% 31.4% (0.2%) 27.5% 44.0% 16.5% 24.7% 27.3% 2.6%

Return on Equity (ROE) 50.6% 32.8% (17.8%) 39.5% 37.2% (2.3%) 12% 10.7% (1.3%)

Cash 4,363 6,130 40.5% 2,650 4,723 78.2% 2,400 2,758 14.9%

Dividend per share 8.7% 9.6% 0.9% 21.9% 10.0% (11.9%) 9.1% 11.8% 2.7%

TEV/ Revenue (as of 30th June, 2020) 2.6x 4.4x 1.1x

TEV/ EBITDA (as of 30th June, 2020) 14.6x 16.6x 7.9x

Last 5 years Cumulative Dividend (USD Mn) 7,680 6,971 1,147

# of Acquisitions (2015 - 2020) 132 4 12

Forward Thinking Tuck-In Acquisition Strategy Has Been Behind Accenture’s Strong Value Creation

These three companies abide to different acquisition strategies - Accenture follows Tuck-In Acquisition strategy, TCS follows a Non-Acquisitive strategy, and Capgemini follows a Transformational M&A strategy. A comparison between their growth shows that Accenture’s strategy is helping it create value.

1- Market data taken as of December of the respective fiscal yearsSource: CapitalIQ

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Key Tangible & Intangible Aspects Make Accenture The Ideal Buyer

COMMERCIAL ASPECTS

ACCENTURE IS VALUED BY MARKET AS AN ASPIRATIONAL

BUYER

INTANGIBLE ASPECTS

BETTER DEAL TERMS

• Higher Valuation• Front loaded deal structure• Cash payout

SPEED

• The Accenture M&A team can work very quickly – often getting deals done in 2 months from LOI to closing

CERTAINTY

• Accenture only submit offers after getting multiple approvals –giving sellers comfort that the path to closure has higher visibility

BRAND NAME

• Known to be a professional organization

• Being a global company with local teams, the cultural fit already exists for new employees

HIGHER SALARIES FOR

PRINCIPALS

• For founders who are looking to stay with the business post-transaction, Accenture offers market-leading salaries –allowing future upside

SIGNIFICANT SYNERGIES

• Accenture has CXO-level relationships at many of the top companies worldwide

• With a seat at every table, cross-selling allows for potential upside

Accenture’s strong M&A track record and history of successfully integrating acquisitions into the larger platform are over-arching key differentiators

Page 16: The M&A Engine - Avendus

03.M&A Analysis

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Source: Merger Market, Accenture Annual Reports17

Deal Volume & Value Over The Last 5 Years Have Increased Significantly Compared To The Previous 5 Years

# OF ACQUISITIONS AVERAGE ACQUISITION SIZE (MN$) INVESTMENT IN ACQUISITION (MN$)

7

4 5

10

6

22

17

29

19

29

16

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

YTD

77

35

52

123

39

55 59

3541

2011

2012

2013

2014

2015

2016

2017

2018

2019

306174

521

740850

930

1,700

658

1,200

2011

2012

2013

2014

2015

2016

2017

2018

2019

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18

100%

25%

80%

60%

83%73%

47%55%

63%55% 56%

25%

25%

20%

14%

29% 17%

21%28% 31%

25% 20% 20% 17% 14%24% 28%

16% 17% 13%

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Capability Acquisition Captive Acquisition Geography Vertical Specific

Capability Acquisition Is The Driving Force

Source: Merger Market

7 4 5 10 6 22 17 29 19 29 16# OF DEALS

Analysis by Rationale

61%

1%

20%

18%

164 Deals

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20% 17%5% 6% 3% 5% 7%

13%

20%

20%

33%

18% 17%

3%

21% 14%13%

14%

10%

23%12%

10%

5%3%

12%

9%17%

10%7%

18%20%

10%

27%24%

18% 5% 6%

6%

15%

10%

5%6%

14% 32%21%

6%

57%

100%

20%50%

33%

9% 18%

28% 11%

14%

19%

14%20% 17%

5%14%

21%28%

13%

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Analytics Cloud SI Consulting Cyber Security Digital Agency Marketing Services Others Product Engineering

Analysis by Segment

Key Deals: Bow and Arrow Limited (A digital Agency playing a key role in bolstering Accenture’s Communications, Media and Technologies sector), Marianne Kaplan AB and IMJ Corporation

19 Source: Merger Market

Digital Technologies Is Accenture’s New Big Thing7 4 5 10 6 22 17 29 19 29 16# OF DEALS

16%

15%

15%16%

11%

9%

7%

11%

164 Deals

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43%50%

40%50%

17%

41%29%

66%

42%31%

38%

14%

50%

40% 20% 83% 41%

47%

28%

42%52%

50%

43%

20%30%

18% 24%

7%16% 17% 13%

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

North America Europe Growth Markets

USA Remains Accenture’s Safety Net With Europe Becoming Its Target Market

20

Analysis by Geography

Key Deals: PrimeQ, Australia’s top Oracle Software as a Service (SaaS) Cloud implementation service providers was acquired for a deal value of $22Mn.

Key geographies within -1. North America:

USA - 93%2. Europe:

UK - 28%, Germany - 18%, France - 13% 3. Growth Markets:

Australia - 44%, Brazil - 22%, China - 11%

164 Deals

Source: Merger Market

7 4 5 10 6 22 17 29 19 29 16# OF DEALS

42%

41%

17%

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04.Predicting Segments Through M&A Activity

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Accenture’s First Moves To Acquire In New Sub-Sectors Are Often Followed Closely By Competitors

Source: CapitalIQ

2010 2012 2013 2015 2017 2018 2019 2020

Procurement

Digital Marketing

DesignAgency

Cloud SI

Cloud Infra

Cyber Security

2016

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SEGMENTS SEGMENTS SEGMENTS

On-prem ERP

BPM

Cloud SI

Product Engineering

Marketing Services

Analytics

Design Agency

Cloud Infra

Cyber Security

Digital Manufacturing

Digital Marketing

1. Multiple global majors are keen on investing in Australia, and limited impact of Covid-19 on Australian economy validates that it is poised for expansion23

Key Trends Highlighted By Accenture’s Shifting M&A Activity

ACCELERATINGSUSTAININGDECLINING

GEOGRAPHY GEOGRAPHY

USAUK Western Europe Australia1

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To Reach Out To The Authors Of The Report, Please Contact Either Of The Following

Puneet Shivam Executive Director,

Co-Head Enterprise Technology& Services Vertical

EMAIL:[email protected]

MOB:+1 917 554 7030

Abhinav GoelDirector

EMAIL:[email protected]

MOB: +1 929 239 7136

Vedanti MehtaSummer Intern

EMAIL:[email protected]

MOB: +1 732 997 5501

Wei Shen NgAssociate

EMAIL:[email protected]

MOB: +1 917 588 9002

Page 25: The M&A Engine - Avendus

Avendus Capital Private Limited: CIN: U99999MH1999PTC123358 | SEBI Registration no.: Merchant Banking - INM000011021 | Avendus Wealth Management Private Limited: CIN: U67120MH2008PTC179931 | SEBI Registrationno.: PMS - INP000003625 | SEC - USA: CRD No. 156771 | Avendus Capital, Inc: FINRA-USA: CRD No. – 150160 | Avendus Capital(UK) Private Limited: Authorised and regulated by the Financial Conduct Authority (493919) | AvezoAdvisors Pvt. Ltd.: CIN: U74120MH2014PTC255373 | SEBI Registration No. Portfolio Manager – INP000004607 | Manager to SEBI registered Category – I Alternative Investment Fund – Zodius Technology Fund – IN/AIF1/14-15/0126| Manager to SEBI registered Category III Alternative Investment Fund- Avendus India Opportunities Fund III – IN/AIF3/12-13/0033

MUMBAI

IL&FS Financial Centre, C & D Quadrant – 6th Floor,Bandra-Kurla Complex, Bandra (East),Mumbai – 400 051, India

BENGALURU

The Millenia Tower, A – 10th Floor, No 1 & 2,Murphy Road, UlsoorBengaluru – 560 008, India

DELHI

Time Tower,901-B, M.G. Road, Gurgaon,Haryana – 122 002, India

KOLKATA

PS Arcadia,7th Floor, Unit 7B, 4A,Camac Street,Kolkata – 700 016, India

HYDERABAD

Sahiti Sreshta, 1st Floor, Plot No. 1222,Road No. 36, Jubliee Hills,Hyderabad – 500 033, India

AHMEDABAD

Regus Business Centre,Earth Arise, Unit No. 1101, 11th Floor, Sarkhej – Gandhinagar Highway, Makarba,Ahmedabad – 380 015, India

PUNE

Redbrick Offices Limited,Level 5 & 6, The Pavilion, S B Road, Chaturshringi, Next to JW Marriott, Laxmi Society, Model Colony, Shivajinagar, Pune – 411 006, India

LONDON

Avendus Capital (U.K.), Pvt. Ltd.33,St James's Square,London,SW1Y 4JS

NEW YORK

Avendus Capital Inc., 445 Park Avenue, Suite 1900,New York,NY 10022

SINGAPORE

9, Temasek Boulevard#31-00Suntec Tower 2,Singapore,038989

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