Interim Results

FOR IMMEDIATE RELEASE 9 May 2006 SAGE PRE-TAX PROFIT UP 19% TO £113.7 MILLION FOR HALF-YEAR ENDED 31 MARCH 2006 The Sage Group plc ("Sage"), a leading supplier of accounting and business management software solutions and related services for small to medium-sized enterprises ("SMEs"), announces its unaudited results for the half-year ended 31 March 2006. These results have been prepared under International Financial Reporting Standards ("IFRS") as adopted for use by the European Union ("EU") that the Group expects to be applicable to the year ending 30 September 2006. Financial highlights Revenue increased by 18%* to £455.9m (2005: £385.6m*) Pre-tax profit increased by 19% to £113.7m (2005: £95.8m) Earnings per share increased by 19% to 6.10p (2005: 5.14p) EBITA margin increased to 27% (2005: 26%*). (EBITA: earnings before interest, tax and net amortisation) Cash flow from operations represented 125% of EBITA (2005: 134%) Interim dividend raised 17% to 1.08p per share (2005: 0.92p) Operational and strategic highlights Customer base expanded to 5.0m businesses (30 September 2005: 4.7m) Organic revenue growth of 5%*, with growth in all regions Customer Relationship Management ("CRM") solutions showed revenue growth of 9%* Strong revenue growth in newer Sage territories - Spain, South Africa, Canada and Australia £281m invested in acquisitions to extend existing businesses in US and France - these have shown high revenue growth since acquisition Regional analysis* First half First half 2006 2005 £m Revenue EBITA Revenue EBITA UK 99.5 36.4 95.6 34.8 Mainland Europe 134.5 29.8 99.9 22.4 North America 164.1 38.7 161.0 38.7 Rest of World 33.3 9.1 29.1 5.3 431.4 114.0 385.6 101.2 Acquisitions: Mainland Europe 18.3 4.3 - - North America 6.2 2.1 - - 24.5 6.4 - - Profit on disposal - 2.7 - - Foreign exchange impact* - - (12.7) (3.0) 455.9 123.1 372.9 98.2 *Foreign currency results for the prior half-year ended 31 March 2005 and other prior periods referred to, have been retranslated based on the average exchange rates for the half-year ended 31 March 2006 to facilitate the comparison of results. Chief Executive, Paul Walker, commented: "The first half of 2006 has progressed as expected, with our expanding customer base of 5 million businesses continuing to purchase more of our locally-developed software and services. We will continue to evaluate acquisition opportunities that meet the evolving needs of customers, whilst satisfying our investment criteria and representing good value for our shareholders. With a number of new product and service initiatives in place, we expect increased organic revenue growth for the second half and we therefore continue to view 2006 with confidence." A presentation for analysts will be held at 9.30am today at Deutsche Bank, Winchester House, 1 Great Winchester Street, London EC2N 2DB. The presentation will also be available at www.sage.com. A live audio broadcast of the presentation will also be available for analysts. The dial-in number is + 44 (0)20 7162 0025. Enquiries: The Sage Group plc +44 (0) 191 294 3068 Tulchan Communications +44 (0) 20 7353 4200 Paul Walker, Chief Executive Julie Foster Paul Harrison, Finance Director Kirstie Hamilton Phil Branston, Investor Relations Overview We are pleased to report a revenue increase of 18%* and earnings per share growth of 19%. These results show further progress in our growth strategy, based on fulfilling a greater range of SME business management needs with a portfolio of locally-developed software and services. Group organic revenue growth of 5%* reflected our strong market positions, maintained by growth in both our small business and mid-market divisions. Customers We have continued to focus on expanding our customer base and on encouraging existing customers to adopt the new and enhanced products and services that we have developed. Key developments in the period were: Our customer base expanded to 5.0 million (30 September 2005: 4.7 million) 1.5 million of our customers purchased support contracts and related services (2005: 1.3 million) 377,000 of our support service customers purchased added value, premium support contracts (2005: 353,000) 745,000 of our support service customers chose subscriptions combining software upgrades with support (30 September 2005: 678,000) These achievements have further deepened relationships with our customers and as they renew and expand their solutions over time, there will be significant opportunities for our future growth. Products We continued to make progress in extending our solutions to help our customers manage processes throughout their businesses. In response to customer needs, our annual product development programme continued to improve our product range in all of our markets. A number of key new products are scheduled for release in the second half of the year. These products provide industry-specific extensions, new business analysis capabilities and deeper integration between Sage products. In addition, we continued to cooperate with a range of major technology partners in order to make more effective use of their technologies in developing our products. During the period, our total investment in software development, including £0.5m of capitalised expenditure, represented 31% of software revenue (2005: 28%*). Our customers have continued to adopt Sage solutions beyond core accounts and payroll, particularly in industry-specific markets such as manufacturing and distribution and also in customer relationship management ("CRM"). With organic revenue growth of 9%*, CRM has continued to be our fastest-growing category of solutions. Acquisitions Acquisitions in high-growth segments of the SME market remain an important part of Sage's growth strategy. We made two significant acquisitions during the period, which enhanced our position in existing product markets and also extended our business into new service markets. These acquisitions contributed to an increase in the size of our operations to 10,500 employees (31 March 2005: 8,200). Adonix S.A. ("Adonix"), acquired in November 2005 for an enterprise value of £ 74.1m, strengthened our market leading position in France. Adonix brings more advanced business management solutions, including industry-specific software for businesses in real estate and manufacturing. These solutions provide migration choices for our large mid-market customer base in France. Verus Financial Management, Inc. ("Verus"), acquired in February 2006 for an enterprise value of £184.6m, provides credit / debit card and cheque processing for US SMEs, complementing the existing payroll processing services available to our North American customers. Verus supports over 100,000 merchants in processing customer transactions. Such merchant services represent a strongly growing market, underpinned by increased use of credit / debit cards and by progressive adoption of e-commerce. Sage's North American customers are showing clear demand for their card transactions to be both automated and integrated with their accounting software. To realise this opportunity, we have begun to integrate Verus services with Sage accounting software. We continue to evaluate further acquisition opportunities to extend our existing regional businesses and also to enter adjacent product and service markets and new territories. We remain disciplined in our valuation of businesses and will only acquire businesses that represent good value for our shareholders. We demonstrated our commitment to shareholder value when, in April 2006, having announced an offer for Visma ASA, a Scandinavian vendor of business management solutions for SMEs, we withdrew our interest after a higher bid was made by a third party. After the end of the period, two further acquisitions, Contractor Anywhere and Master Builder (combined enterprise value approximately £17m, May 2006), extended the North American range of construction solutions. The two businesses had combined revenues of £8.3m for the year ended 31 July 2005 and have 9,000 customers. Both Master Builder, purchased from Intuit Inc. and Contractor Anywhere, a recently-developed mid-market solution, will form part of the migration path to our full mid-market solution, Timberline. Regional review UK UK revenues were £99.5m (2005: £95.6m). Organic revenue growth of 4% reflected growth in both small business and mid-market solutions. Core small business accounts products showed strong licence revenue growth. In addition, industry-specific product extensions and CRM made rising contributions. In all these product lines, support revenue growth resulted from the strong licence sales growth over recent periods. The EBITA margin increased to 37% (2005: 36%). Mainland Europe Revenues in Mainland Europe were £152.8m (2005: £99.9m*). Organic revenue growth of 6%* resulted principally from increased customer spend on support services. The strongest organic revenue growth was in Spain (11%*) and resulted from strong growth in software licence revenues and further adoption of premium support contracts. The acquisition of Adonix extended our presence in the French mid-market with advanced solutions for our mid-market customers. For the year ended 31 December 2004, its last full year prior to acquisition, its revenue was £43.1m* and its EBITA was £9.7m*. Adonix has performed strongly since acquisition, with revenue growth of 13% compared with the prior year period (pre-ownership). The overall EBITA margin in Mainland Europe was maintained at 22% (2005: 22%*). North America Revenues in North America were £170.3m (2005: £161.0m*). Organic revenue growth, excluding the contribution from a small business unit disposed of in January 2006, was 4%*. The small business division showed organic revenue growth of 7%*, resulting from new and existing customers adopting premium versions of existing products, together with added-value support and payroll services for these products. The mid-market division showed organic revenue growth of 2%*. This was lower than in recent periods due to this year's product release schedule being weighted to the second half. Support revenues continued to grow strongly as a result of sustained software licence growth over recent periods. The acquisition of Verus (February 2006) extended the services we offer to US SMEs into credit card processing. Its revenue for the year ended 31 December 2005 was £36.5m* and its EBITA was £11.0m. Verus has continued its strong growth since acquisition, with revenue growth of 21% compared with the prior year period (pre-ownership). The overall North American EBITA margin increased to 25% (2005: 24%*), principally as a result of a gain of £2.7m made on disposal of a small business unit in January 2006. Excluding this gain, underlying margins were unchanged from the prior year period at 24%. Rest of World This region contributed revenues of £33.3m (2005: £29.1m*). Organic revenue growth was 14%* and was strong in both principal territories. In South Africa, revenue growth resulted from licence sales growth in core accounts and payroll products, combined with continued adoption of support contracts by new and existing customers. In Australia, new payroll products provided a basis for strong growth in revenues from upgrades, support and related services. The overall EBITA margin for the region rose to 27% (2005: 18%*) as a result of revenue growth. Financial review These results are the first the Group has reported under International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") that the Group expects to be applicable to the year ending 30 September 2006. A summary of the principal impacts of IFRS is shown in note 1. Revenue Revenues grew 18%* to £455.9m (2005: £385.6m*). Organic revenue growth, excluding the contributions of non-core products (3% of revenues) and of current- and prior-year acquisitions together with a small disposal (combined 14% of revenues), was 5%*. Software licence revenues were £161.7m (2005: £147.3m*), showing organic growth of 2%*. Whilst we added 186,000 new customers excluding acquisitions, adoption of our higher-value mid-market software products was comparatively slow reflecting the fact that the year's principal product releases are due in the second half. Services revenues, principally related to the provision of support services, were £294.2m (2005: £238.3m*), representing organic growth of 7%*. Support service revenues represented 50% of Group revenues and grew 9%* organically, principally as a result of an increase in spend per customer associated with adoption of additional software and with further take-up of premium support. Our 1.5 million support contracts (2005: 1.3 million) included a growing proportion of contracts providing continuous subscriptions combining software upgrades and support. Profitability Pre-tax profit increased by 19% to £113.7m (2005: £95.8m) and earnings per share grew 19% to 6.10p (2005: 5.14p). These results include a gain of £2.7m made on disposal of a small North American business unit in January 2006. Under IFRS, earnings before interest and tax (EBIT) includes non-cash charges for amortisation and excludes capitalised software development expenditure. The impacts of these items on the 2005 results are shown in note 1. The Board measures Group and regional performance by using the EBITA (earnings before interest, tax and net amortisation) performance measure. This excludes the impact of amortisation of acquired intangible assets and also the net impact of capitalisation of certain software development and its subsequent amortisation. The EBITA margin was increased to 27% (2005: 26%*). The tax charge gives an effective rate of 31% which is unchanged from the prior year with the result that earning per share increased by 19%. Acquisitions During the period, we completed two significant acquisitions, for an enterprise value of £258.7m. These were Adonix (France, enterprise value £74.1m) and Verus (US, enterprise value £184.6m). Current and prior year acquisitions contributed strong revenue growth, such that Group pro-forma revenue growth, with comparative pre-ownership results from acquisitions added to the prior year period, was 6%. Cash flow The Group remains highly cash generative with cash flow from operations of £ 153.9m (2005: £131.7m) representing 125% of EBITA. This strong cash flow meant that, after expenditure on acquisitions of £281.4m, net debt stood at £287.4m at 31 March 2006 (£106.9m at 30 September 2005). Dividend In line with the Group's policy, announced in December 2004, the interim dividend is being raised 17% to 1.08p per share (2005: 0.92p) reflecting the Board's intention to move dividend cover to 3.5 times for the current year. The dividend will be payable on 16 June 2006 to shareholders on the register at close of business on 19 May 2006. Board On 6 February 2006, we announced that our Chairman Michael Jackson would be retiring from the Board on 1 August 2006. Michael joined the Board in 1984 and has been Chairman since 1997. During this period Michael helped guide the Group through its initial growth to become UK market leader, its flotation as a listed company and its international expansion through a series of successful acquisitions. The Board would like to thank Michael for his substantial contribution to Sage's growth over the past 22 years. Sir Julian Horn-Smith, who joined the Board on 3 March 2006 and will be retiring as Vodafone's Deputy Chief Executive, will become Chairman on 1 August 2006. Outlook The first half of 2006 has progressed as expected, with our expanding customer base of 5 million businesses continuing to purchase more of our locally-developed software and services. We will continue to evaluate acquisition opportunities that meet the evolving needs of customers, whilst satisfying our investment criteria and representing good value for our shareholders. With a number of new product and service initiatives in place, we expect increased organic revenue growth for the second half and we therefore continue to view 2006 with confidence. CONSOLIDATED INCOME STATEMENT For the six months ended 31 March 2006 Six months ended Six months ended Year 31 March 31 March ended 30 September 2006 2005 2005 (Unaudited) (Unaudited) (Unaudited) Note £m £m £m Revenue 1 455.9 372.9 759.6 Operating profit 1 118.8 98.2 199.2 Financial income 1.6 1.1 2.8 Financial expenses (6.7) (3.5) (8.5) Profit before taxation 113.7 95.8 193.5 Taxation 3 (35.2) (29.9) (61.2) Profit for the period 78.5 65.9 132.3 Attributable to: Equity shareholders 78.5 65.9 132.2 Minority interest - - 0.1 Profit for the period 78.5 65.9 132.3 Earnings per share 5 6.10p 5.14p 10.30p (pence) - basic Earnings per share 5 6.05p 5.11p 10.25p (pence) - diluted CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE For the six months ended 31 March 2006 Six months ended Six months ended Year 31 March 31 March ended 30 September 2006 2005 2005 (Unaudited) (Unaudited) (Unaudited) £m £m £m Profit for the period 78.5 65.9 132.3 Net exchange adjustments 14.4 (17.2) 13.4 offset in reserves Total recognised income for 92.9 48.7 145.7 the period CONSOLIDATED BALANCE SHEET As at 31 March 2006 31 March 31 March 30 September 2006 2005 2005 (Unaudited) (Unaudited) (Unaudited) £m £m £m Goodwill 1,275.4 995.7 1,076.8 Other intangible assets 174.3 13.4 45.4 Property, plant and equipment 126.2 121.2 119.9 Deferred tax assets 13.7 38.5 46.0 Total non-current assets 1,589.6 1,168.8 1,288.1 Inventories 4.3 3.3 3.5 Trade and other receivables 184.2 132.0 149.9 Cash and cash equivalents 88.4 77.9 69.1 Total current assets 276.9 213.2 222.5 TOTAL ASSETS 1,866.5 1,382.0 1,510.6 Trade and other payables (168.0) (133.7) (145.5) Tax liabilities (58.5) (59.5) (60.8) Financial liabilities - Borrowings (0.4) (6.0) (0.2) Deferred consideration (14.9) (2.5) (5.8) Deferred income (269.9) (222.2) (228.3) Total current liabilities (511.7) (423.9) (440.6) Financial liabilities - Borrowings (375.8) (157.1) (176.3) Retirement benefit obligations (2.3) (2.4) (2.3) Deferred tax liabilities (19.4) (3.7) (2.5) Total non-current liabilities (397.5) (163.2) (181.1) TOTAL LIABILITIES (909.2) (587.1) (621.7) NET ASSETS 957.3 794.9 888.9 Share capital 12.9 12.8 12.8 Share premium account 460.9 448.7 451.0 Other reserve 61.1 61.1 61.1 Currency translation reserve 27.8 (17.1) 13.4 Retained earnings 394.6 289.2 350.4 Total shareholders' equity 957.3 794.7 888.7 Minority interest in equity - 0.2 0.2 TOTAL EQUITY 957.3 794.9 888.9 CONSOLIDATED CASH FLOW STATEMENT For the six months ended 31 March 2006 Six months Six months Year ended 31 March ended 31 March ended 30 September 2006 2005 2005 (Unaudited) (Unaudited) (Unaudited) Note £m £m £m Cash flows from operating 153.9 131.7 241.0 activities Interest received 1.6 1.1 2.8 Interest paid (6.4) (3.9) (8.1) Tax paid (30.0) (33.7) (57.3) Net cash from operating 119.1 95.2 178.4 activities Cash flows from investing activities Acquisitions of subsidiaries (251.8) (29.4) (101.0) (net of cash acquired) Disposal of subsdiary 8.4 - - Proceeds from sale of property, 2.7 2.1 3.5 plant and equipment Purchase of property, plant and (13.9) (6.7) (20.7) equipment Purchase of intangible assets (1.9) - - Development expenditure (0.3) (0.4) (0.7) Net cash used in investing (256.8) (34.4) (118.9) activities Cash flows from financing activities Net proceeds from issue of 10.0 1.8 4.6 ordinary share capital Purchase of treasury shares (13.3) - - Finance lease principal (0.4) - 0.9 repayment Issue costs on loans (0.2) - - Repayment of borrowings (111.1) (54.0) (209.4) New borrowings 296.2 17.0 173.1 Dividends paid to shareholders (25.2) (22.0) (33.9) Net cash from/(used in) 156.0 (57.2) (64.7) financing activities Net increase/(decrease) in cash 18.3 3.6 (5.2) and cash equivalents Cash and cash equivalents at 1 69.1 74.3 74.3 October Effects of exchange rate 1.0 - - changes Cash and cash equivalents 2 88.4 77.9 69.1 NOTES For the six months ended 31 March 2006 1 IFRS IFRS financial information presented in this statement has been prepared on the basis of the policies the directors expect to adopt for the Group's first full IFRS financial statements for the year to 30 September 2006. These policies include all prevailing and applicable IFRS including International Accounting Standards ("IAS") and interpretations issued by the International Accounting Standards Board ("IASB") and its committees. These standards and interpretations are subject to ongoing amendment by the IASB and subsequent endorsement by the European Commission and are therefore subject to possible change. The Group has taken the exemption available under IFRS 1 from presenting comparative financial information under IAS 32 and IAS 39 and therefore the related applicable financial instruments have been accounted for under UK GAAP. Further standards and interpretations may also be issued that will be applicable for financial years beginning on or after 1 January 2005 or that will be applicable to later accounting periods but may be adopted early. The Group's first IFRS financial statements may, therefore, be prepared in accordance with different accounting policies to those used to prepare the financial information presented in this announcement. In addition, as IFRS is a new reporting basis for UK companies, accounting practice and interpretations of accounting standards will develop as companies gain more experience of the new framework. Accordingly there may be changes in the common approaches currently adopted and the final application of IFRS in the financial statements for the year to 30 September 2006 may be subject to change. The date of transition to IFRS for the Group was 1 October 2004, being the first day of the comparative period ("the transition date") and the Group is required to prepare a balance sheet as at the transition date ("the transition balance sheet") under IFRS. On 27 March 2006 the Group disclosed the unaudited restatement of financial information for the Group under IFRS for the six months ended 31 March 2005 and the year ended 30 September 2005 including the reconciliation of the Group's UK GAAP consolidated income statement, balance sheet and cash flow statement to IFRS. In addition, details of the impacts on the primary segmental disclosure of geographic region were provided. This document is available at www.sage.com/investors/ifrs.pdf Analysis of results First half First half 2006 2005 Revenue EBITA Operating Revenue EBITA Operating profit profit (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) £m £m £m £m £m £m UK 99.5 36.4 37.0 95.6 34.8 34.9 Mainland 134.5 29.8 26.6 99.9 22.4 22.0 Europe North America 164.1 38.7 37.0 161.0 38.7 39.0 Rest of World 33.3 9.1 9.1 29.1 5.3 5.3 431.4 114.0 109.7 385.6 101.2 101.2 Acquisitions: Mainland 18.3 4.3 4.3 - - - Europe North America 6.2 2.1 2.1 - - - 24.5 6.4 6.4 - - - Profit on - 2.7 2.7 - - - disposal Impact of - - - (12.7) (3.0) (3.0) foreign exchange* 455.9 123.1 118.8 372.9 98.2 98.2 * The 2006 trading results from businesses located outside the UK were translated into Sterling at the average exchange rates for the period. For our two most significant foreign operating currencies, the US Dollar and the Euro, the resulting rates were £1=$1.75 and £1=€1.46 respectively. Results for the period ended 31 March 2005 have been retranslated at these exchange rates to facilitate the comparison of results. The Group does not hedge this translational exposure. EBITA includes a charge for share-based payments of £4.2m (2005: £3.6m). The Board measures Group and regional performance by using the EBITA (earnings before interest, tax and net amortisation) performance measure. This excludes the impact of amortisation of acquired intangible assets and also the net impact of capitalisation of certain software development and its subsequent amortisation. Reconciliation of EBITA to operating profit 2006 First half 2005 First half (Unaudited) (Unaudited) £m £m EBITA 123.1 98.2 Development cost capitalised 0.6 0.6 Development amortisation (0.3) (0.2) Intangible amortisation (4.6) (0.4) Operating profit 118.8 98.2 The geographical restatement of UK GAAP figures for the period ended 31 March 2005 to IFRS is presented below. Further details are available at www.sage.com/ investors/ifrs.pdf Revenue - half year ended 31 March 2005 (Unaudited) UK Mainland North Rest of Total Europe America World £m £m £m £m £m UK GAAP 96.7 101.3 155.4 28.2 381.6 IFRS adjustments: IAS 18 - Revenue (1.1) 0.2 (7.8) - (8.7) IFRS 95.6 101.5 147.6 28.2 372.9 Operating profit - half year ended 31 March 2005 (Unaudited) UK Mainland North Rest Total of Europe America World £m £m £m £m £m UK GAAP 36.3 24.0 37.3 5.5 103.1 IFRS adjustments: IFRS 2 - Share-based payment (1.1) (0.9) (1.4) (0.2) (3.6) IAS 18 - Revenue (0.4) 0.4 - - - IAS 19 - Employee benefits - (0.8) (0.4) (0.1) (1.3) EBITA 34.8 22.7 35.5 5.2 98.2 IFRS 3 - Business combinations (amortisation) - (0.3) (0.1) - (0.4) IAS 38 - Intangible assets (development costs) 0.1 (0.1) 0.4 - 0.4 Operating profit 34.9 22.3 35.8 5.2 98.2 2 Analysis of change in net debt At 1 Exchange At 31 movement/ October March 2005 2006 (Audited) Cash other (Unaudited) flow £m £m £m £m Cash and cash equivalents 69.1 18.3 1.0 88.4 Loans due within one year (0.1) (0.3) - (0.4) Finance leases due within one year (0.1) 0.1 - - Loans due after more than one year (175.2) (184.6) (15.3) (375.1) Finance leases due after more than (0.6) 0.3 - (0.3) one year (106.9) (166.2) (14.3) (287.4) 3 Taxation The taxation charge for the period comprises: Six months ended 31 Six months ended 31 Year March March ended 30 September 2006 2005 2005 (Unaudited) (Unaudited) (Unaudited) £m £m £m UK taxation 13.8 13.2 19.1 Overseas taxation 21.4 16.7 42.1 35.2 29.9 61.2 The taxation charge gives an effective rate of 31% (2005: 31%). 4 Statutory accounts The unaudited financial information set out above does not constitute the Company's statutory accounts for the period ended 31 March 2006. The accounting policies used as a basis for this interim results announcement are consistent with those included in the unaudited restatement of financial information for the year ended 30 September 2005 as highlighted above. The Company's statutory accounts for the year ended 30 September 2005, based on UK GAAP have been delivered to the Registrar of Companies. The Group results for the year ended 30 September 2005 have been extracted from those statutory accounts as adjusted for IFRS in the unaudited restatement of financial information for the year ended 30 September 2005 highlighted above. The Auditors' Report on the UK GAAP accounts to 30 September 2005 was unqualified and did not contain a statement under Section 237 of the Companies Act 1985. Accounts to 30 September 2006 under IFRS will be delivered in due course. 5 Earnings per share The calculation of basic earnings per ordinary share is based on earnings of £ 78,470,000 (2005: £65,918,000) being the profit for the period and on 1,287,271,933 ordinary 1p shares (2005: 1,282,275,455) being the weighted average number of ordinary shares in issue during the period. The diluted earnings per ordinary share is based on profit for the period of £ 78,470,000 (2005: £65,918,000) and on 1,297,329,036 ordinary 1p shares (2005: 1,289,959,970). 6 Dividends The interim dividend of 1.08 pence per share will be paid on 16 June 2006 to shareholders on the register at the close of business on 19 May 2006.

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