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Share Name | Share Symbol | Market | Type |
---|---|---|---|
State Auto Financial Corporation | NASDAQ:STFC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 52.01 | 50.34 | 98.89 | 0 | 01:00:00 |
FORM 11-K
|
S
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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A.
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Full title of the plan and address of the plan, if different from that of the issuer named below:
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B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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|
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Audited Financial Statements:
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|
|
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Supplemental Schedule:
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Exhibit No.
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Description
|
|
|
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1
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Included herein
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|
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December 31
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||||||
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2017
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2016
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||||
Assets
|
|
|
|
||||
Investments, at fair value
:
|
|
|
|
|
|||
Registered investment companies
|
$
|
240,148,734
|
|
|
$
|
203,044,410
|
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Money market
|
8,281,186
|
|
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8,965,808
|
|
||
Common/collective trusts
|
74,868,488
|
|
|
64,702,345
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|
||
Affiliated stock
|
2,212,682
|
|
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2,076,151
|
|
||
Self-directed brokerage accounts
|
5,444,110
|
|
|
4,644,324
|
|
||
Total investments
|
330,955,200
|
|
|
283,433,038
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|
||
Receivables
:
|
|
|
|
||||
Employer contributions
|
111,046
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|
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—
|
|
||
Notes receivable from participants
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4,446,867
|
|
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4,257,628
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||
Total receivables
|
4,557,913
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|
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4,257,628
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||
Net assets available for benefits
|
$
|
335,513,113
|
|
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$
|
287,690,666
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|
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Year Ended December 31
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||||||
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2017
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2016
|
||||
Investment income
:
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|
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|
||||
Interest and dividends
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$
|
6,843,019
|
|
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$
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4,689,449
|
|
Net appreciation in fair value of investments
|
46,500,772
|
|
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14,168,724
|
|
||
Total investment income
|
53,343,791
|
|
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18,858,173
|
|
||
Interest income on notes receivable from participants
|
152,439
|
|
|
142,272
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|
||
Contributions
:
|
|
|
|
||||
Employee contributions
|
13,370,472
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|
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12,969,783
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|
||
Participant rollovers
|
1,812,611
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|
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1,513,282
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|
||
Employer contributions
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9,924,497
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|
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9,644,359
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||
Total contributions
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25,107,580
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|
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24,127,424
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|
||
Deductions:
|
|
|
|
||||
Benefit payments
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30,609,380
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|
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50,084,206
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|
||
Participant fees
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171,983
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160,257
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||
Total deductions
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30,781,363
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|
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50,244,463
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|
||
Net increase (decrease)
|
47,822,447
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(7,116,594
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)
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||
Net assets available for benefits:
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|
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||||
Beginning of year
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287,690,666
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|
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294,807,260
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||
End of year
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$
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335,513,113
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|
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$
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287,690,666
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|
|
|
|
|
|
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•
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Level 1 includes observable inputs which reflect quoted prices for identical assets or liabilities in active markets at the measurement date.
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•
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Level 2 includes observable inputs for assets or liabilities other than quoted prices included in Level 1, and it includes valuation techniques which use prices for similar assets and liabilities.
|
•
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Level 3 includes unobservable inputs which reflect the reporting entity’s estimates of the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
|
•
|
Registered investment companies:
Registered investment companies are public investment vehicles valued using net asset value (“NAV”) provided by the administrator of the mutual fund. The NAV is an unadjusted quoted price on an active market and classified within Level 1 of the fair value hierarchy.
|
•
|
Money market
: The carrying value approximates fair value and is classified within Level 1 of the fair value hierarchy.
|
•
|
Common/collective trusts
: The common/collective trusts are public investment vehicles valued using the NAV provided by the fund trustee based on the value of the underlying assets owned by the trust, minus its liabilities, and then divided by the number of shares outstanding. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported NAV. There are no unfunded commitments related to the common collective trusts and units are redeemable at NAV on a daily basis.
|
•
|
Affiliated stock
: The fair value is based on the unadjusted closing price reported on the active market on which the security is traded and is classified within Level 1 of the fair value hierarchy.
|
•
|
Self-directed brokerage accounts:
The self-directed brokerage accounts are comprised primarily of common stock, government and corporate bonds, registered investment companies and interest-bearing cash. The fair value of common stock, corporate and government bonds and registered investment companies, is based on observable market price for an identical asset in an active market and is classified within Level 1 of the fair value hierarchy. The carrying value of the interest-bearing cash approximates fair value and is classified within Level 1 of the fair value hierarchy.
|
|
At December 31, 2017
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Total
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(Level 1)
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(Level 2)
|
|
(Level 3)
|
||||||||
Registered investment companies
|
$
|
240,148,734
|
|
|
$
|
240,148,734
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market
|
8,281,186
|
|
|
8,281,186
|
|
|
—
|
|
|
—
|
|
||||
Self-directed brokerage accounts
|
5,444,110
|
|
|
5,444,110
|
|
|
—
|
|
|
—
|
|
||||
Affiliated stock
|
2,212,682
|
|
|
2,212,682
|
|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
256,086,712
|
|
|
256,086,712
|
|
|
—
|
|
|
—
|
|
||||
Investments measured at net asset value
|
74,868,488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total investments at fair value
|
$
|
330,955,200
|
|
|
$
|
256,086,712
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
At December 31, 2016
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Registered investment companies
|
$
|
203,044,410
|
|
|
$
|
203,044,410
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market
|
8,965,808
|
|
|
8,965,808
|
|
|
—
|
|
|
—
|
|
||||
Self-directed brokerage accounts
|
4,644,324
|
|
|
4,644,324
|
|
|
—
|
|
|
—
|
|
||||
Affiliated stock
|
2,076,151
|
|
|
2,076,151
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|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
218,730,693
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|
|
218,730,693
|
|
|
—
|
|
|
—
|
|
||||
Investments measured at net asset value
|
64,702,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total investments at fair value
|
$
|
283,433,038
|
|
|
$
|
218,730,693
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
||||
Net assets available for benefits per the financial statements
|
$
|
335,513,113
|
|
|
$
|
287,690,666
|
|
Adjustments for loans deemed distributed without post default payments
|
(48,158
|
)
|
|
(60,436
|
)
|
||
Adjustments from contract value to fair value for common collective trusts
|
(42,611
|
)
|
|
37,128
|
|
||
Net assets available for benefits per the Form 5500
|
$
|
335,422,344
|
|
|
$
|
287,667,358
|
|
|
|
|
|
|
2017
|
|
2016
|
||||
Net increase (decrease) in net assets available for benefits per the financial statements
|
$
|
47,822,447
|
|
|
$
|
(7,116,594
|
)
|
Adjustments for loans deemed distributed without post default payments:
|
|
|
|
||||
Current year
|
(48,158
|
)
|
|
(60,436
|
)
|
||
Prior year
|
60,436
|
|
|
2,613
|
|
||
Adjustments from fair value to contract value for common collective trusts:
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|
|
|
||||
Current year
|
(42,611
|
)
|
|
37,128
|
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||
Prior year
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(37,128
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)
|
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(102,904
|
)
|
||
Net increase (decrease) in net assets available for benefits per Form 5500
|
$
|
47,754,986
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|
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$
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(7,240,193
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)
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(a)
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(b)
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(c)
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(e)
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|||
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Identity of Issue
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Shares
|
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Fair Value
|
|||
|
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Shares of Registered Investment Companies:
|
|
|
|
|
|||
|
|
MFS Value Fund Class R6
|
|
557,211
|
|
|
$
|
22,600,482
|
|
*
|
|
Fidelity 500 Index Institutional Fund
|
|
206,260
|
|
|
19,275,008
|
|
|
|
|
T. Rowe Price Blue Chip Growth
|
|
179,182
|
|
|
17,257,031
|
|
|
|
|
Vanguard Institutional Class Total Return Income
|
|
127,364
|
|
|
2,738,317
|
|
|
*
|
|
Fidelity Extended Market Index Fund - PR
|
|
96,104
|
|
|
5,963,244
|
|
|
|
|
Meridian Growth Institutional Class
|
|
193,563
|
|
|
8,054,154
|
|
|
|
|
American Beacon Small Cap Value Institutional Class
|
|
223,658
|
|
|
6,130,465
|
|
|
|
|
MFS Institutional International Equity
|
|
568,809
|
|
|
14,481,876
|
|
|
|
|
Vanguard Institutional Target RET 2015
|
|
250,967
|
|
|
5,518,758
|
|
|
|
|
Vanguard Institutional Target RET 2020
|
|
920,943
|
|
|
20,748,852
|
|
|
|
|
Vanguard Institutional Target RET 2025
|
|
1,229,941
|
|
|
28,116,442
|
|
|
|
|
Vanguard Institutional Target RET 2030
|
|
1,355,872
|
|
|
31,347,764
|
|
|
|
|
Vanguard Institutional Target RET 2035
|
|
903,001
|
|
|
21,103,133
|
|
|
|
|
Vanguard Institutional Target RET 2040
|
|
628,556
|
|
|
14,846,489
|
|
|
|
|
Vanguard Institutional Target RET 2045
|
|
495,491
|
|
|
11,792,680
|
|
|
|
|
Vanguard Institutional Target RET 2050
|
|
292,254
|
|
|
6,961,491
|
|
|
|
|
Vanguard Institutional Target RET 2055
|
|
110,993
|
|
|
2,648,304
|
|
|
|
|
Vanguard Institutional Target RET 2060
|
|
23,363
|
|
|
557,437
|
|
|
|
|
Vanguard Institutional Target RET 2065
|
|
313
|
|
|
6,807
|
|
|
|
|
|
|
|
|
$
|
240,148,734
|
|
|
|
|
Money Market:
|
|
|
|
|
|||
*
|
|
Fidelity Government Money Market Fund - Premium Class
|
|
8,281,186
|
|
|
$
|
8,281,186
|
|
|
|
Investment in Common/Collective Trusts:
|
|
|
|
|
|||
*
|
|
Fidelity Contrafund Commingled Pool
|
|
2,993,685
|
|
|
$
|
47,809,143
|
|
|
|
FIAM Core Plus Commingled Pool Class E
|
|
511,984
|
|
|
10,167,997
|
|
|
*
|
|
Fidelity Managed Income Portfolio
|
|
14,959,687
|
|
|
14,959,687
|
|
|
|
|
BlackRock MSCI ACWI ex-U.S. Index Non-Lendable Fund M
|
|
65,006
|
|
|
963,726
|
|
|
|
|
U.S. Debt Index Non-Lendable Fund M
|
|
87,009
|
|
|
967,935
|
|
|
|
|
|
|
|
|
$
|
74,868,488
|
|
|
|
|
Affiliated Stock:
|
|
|
|
|
|||
*
|
|
State Auto Financial Corporation
|
|
75,937
|
|
|
$
|
2,211,280
|
|
|
|
Stock Purchase Account
(1)
|
|
—
|
|
|
1,402
|
|
|
|
|
|
|
|
|
$
|
2,212,682
|
|
|
|
|
Self-directed Brokerage Accounts
|
|
—
|
|
|
$
|
5,444,110
|
|
*
|
|
Notes Receivable from Participants (interest rate 3.25% to 4.25%)
|
|
—
|
|
|
$
|
4,446,867
|
|
|
|
Total
|
|
|
|
$
|
335,402,067
|
|
|
|
|
|
|
|
|
|
|||
*
|
|
Indicates a party-in-interest to the Plan.
|
|||||||
(1)
|
|
The Stock Purchase Account consists of the Fidelity Cash Reserves, a money market fund that is used as a plan-level account in the recordkeeping of the purchases and sales of fractional shares of employer stock. Participants cannot invest their account balances in the Stock Purchase Account.
|
|||||||
|
|
Note: Column (d) is not applicable for participant directed investments.
|
|
|
|
STATE AUTO INSURANCE COMPANIES RETIREMENT SAVINGS PLAN
|
||
|
|
|
By:
|
|
/s/ Steven E. English
|
|
|
Steven E. English
|
|
|
Senior Vice President, Chief Financial Officer
|
|
|
|
By:
|
|
/s/ Melissa A. Centers
|
|
|
Melissa A. Centers
|
|
|
Senior Vice President, Secretary and General Counsel
|
Exhibit No.
|
Description
|
|
|
|
|
1
|
Included herein
|
1 Year State Auto Financial Chart |
1 Month State Auto Financial Chart |
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