Report and Recommendation of the President to the Board of Directors
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Report and Recommendation of the President to the Board of Directors Project Number: 46902 March 2012 Proposed Line of Credit ICICI Bank Renewable Energy and Energy Efficiency Projects (India) In accordance with ADB’s public communications policy (PCP, 2005), this abbreviated version of the RRP excludes confidential information and ADB’s assessment of project or transaction risk as well as other information referred to in paragraph 126 of the PCP.
CURRENCY EQUIVALENTS (as of 6 February 2012) Currency Unit – Indian rupee/s (Re/Rs) Re1.00 = $0.02048 $1.00 = Rs48.825 ABBREVIATIONS ADB – Asian Development Bank DMC – developing member country ESMS – environmental and social management system NPL – nonperforming loan NSO – Non-Sovereign operations PPP – public private partnerships TFG – Technology Finance Group NOTES (i) The fiscal year (FY) of the ICICI Bank ends on 31 March. FY before a calendar year denotes the year in which the fiscal year ends, e.g., FY2012 ends on 31 March 2012. (ii) In this report, "$" refers to US dollars unless otherwise stated. Vice-President L. Venkatachalam, Private Sector and Cofinancing Operations Director General P. Erquiaga, Private Sector Operations Department (PSOD) Director R. van Zwieten, Capital Markets and Financial Sectors Division, PSOD Team leaders M. Jensen, Investment Specialist, PSOD B. Huang, Investment Specialist, PSOD Team members F. Connell, Counsel, Office of the General Counsel S. Gupta, Principal Investment Specialist, PSOD V. Medina, Safeguards Officer, PSOD A. Porras, Safeguards Officer, PSOD A. Zhou, Energy Specialist, Regional and Sustainable Development Department In preparing any country program or strategy, financing any project, or by making any designation of or reference to a particular territory or geographic area in this document, the Asian Development Bank does not intend to make any judgments as to the legal or other status of any territory or area.
CONTENTS Page PROJECT AT A GLANCE I. THE PROPOSAL 1 II. THE FINANCIAL INTERMEDIARY 1 A. Investment Identification and Description 1 B. Business Overview and Strategy 1 C. Ownership, Management, and Governance 2 D. Financial Performance 3 III. THE PROPOSED ADB ASSISTANCE 3 A. The Assistance 3 B. Implementation Arrangements 3 C. Value Added by ADB Assistance 4 D. Risks 4 IV. DEVELOPMENT IMPACT AND STRATEGIC ALIGNMENT 5 A. Development Impact, Outcome, and Outputs 5 B. Alignment with ADB Strategy and Operations 5 V. POLICY COMPLIANCE 7 A. Safeguards and Social Dimensions 7 B. Anticorruption Policy 7 C. Investment Limitations 8 D. Assurances 8 VI. RECOMMENDATION 8 APPENDIXES 1. Design and Monitoring Framework 9 2. List of Linked Documents 11
PROJECT AT A GLANCE 1. Project Name: Proposed Line of Credit to ICICI Bank Limited for 2. Project Number: 46902 Renewable Energy and Energy Efficiency Projects 3. Country: India 4. Department/Division: Private Sector Operations Department/ Capital Markets & Financial Sectors Division 5. Sector Classification: Sectors Primary Subsectors Energy √ Renewable energy and energy efficiency Finance Finance sector development 6.Thematic Classification: Themes Primary Subthemes Environmental sustainability √ Eco-efficiency Economic growth Promoting economic efficiency and enabling business environment Private sector development Private sector investment 6a. Climate Change Impact: 6b. Gender Mainstreaming: Adaptation Gender equity theme Mitigation √ Effective gender mainstreaming Not applicable Some gender benefits No gender benefits √ 7. Targeting Classification: 8. Location Impact: Targeted Intervention Rural Medium Geographic Income Urban Medium dimensions Millennium poverty at National High General of inclusive development household Intervention growth goals level Regional n/a √ 9. Nonsovereign Operation Risk Rating – Obligor: Facility: 10. Safeguard Categorization: Environment FI Involuntary resettlement FI Indigenous peoples FI 11. ADB Financing: Sovereign/Nonsovereign Modality Source Amount ($ million) Nonsovereign Loan OCR $100.0 million 12. Cofinancing: Financier Category Amount ($ million) 13. Counterpart Financing: Not Applicable 14. Aid Effectiveness: Not Applicable
I. THE PROPOSAL 1. I submit for your approval the following report and recommendation on a proposed line of credit of $100,000,000 to the ICICI Bank for financing renewable energy and energy efficiency projects in India. II. THE FINANCIAL INTERMEDIARY A. Investment Identification and Description 2. There is large demand for financing small and medium-sized renewable energy and energy efficiency projects in India, which the Asian Development Bank (ADB) cannot directly participate in and where market penetration by local banks remains low. However, the ICICI Bank, one of the strongest and highest-rated banks in India, has an experienced group, the Technology Finance Group (TFG), that (i) has pioneered, developed, and supported a large range of new and innovative renewable energy and energy efficiency projects over the past three decades; and (ii) collaborates with the ICICI Bank's corporate finance, project finance, and small and medium-sized enterprises divisions to boost its lending activities to renewable energy and energy efficiency projects. Given its strong franchise, thorough understanding of the corporate credit market, and extensive experience in renewable energy and energy efficiency lending, the ICICI Bank is one of the most suitable candidates for intermediating funds for clean energy development in India. 3. ADB is particularly keen to increase support for energy efficiency initiatives in India, and views the potential cooperation with the ICICI Bank as an excellent opportunity to engage with a strong and reputable bank that has the reach, capability, and interest in pursuing energy efficiency projects alongside the ICICI Bank’s current efforts in renewable energy. The ICICI Bank has the appropriate experience (it has been active in clean energy investments for several years) and a pipeline of potential renewable energy and energy efficiency projects to be financed under the credit line. The credit line will be ADB’s first nonsovereign loan that supports energy efficiency enhancement in India. 4. The ICICI Bank will be required to use the credit line exclusively for funding projects in priority sectors recommended by ADB, ensuring close alignment of focus between the ICICI Bank and ADB in promoting clean energy development in India. B. Business Overview and Strategy 5. The Industrial Credit and Investment Corporation of India was formed in 1955 at the initiative of the World Bank, the Government of India, and certain Indian industry representatives in order to create a development finance institution for providing medium- and long-term project financing to Indian businesses. Until the late 1980s, the ICICI Bank primarily focused its activities on project finance, providing long-term funds to a variety of industry projects. With the liberalization of the finance sector in India in the 1990s, the ICICI Bank transformed its business from a development finance institution focused on project finance to a diversified financial services provider offering a wide variety of products and services. 6. The ICICI Bank was incorporated in 1994 as a part of the ICICI group. Today, the ICICI Bank is India’s second-largest bank, and the largest private sector bank, with total assets of about $91 billion as of March 2011. The ICICI Bank has more than 50,000 employees, is present in 18 countries, has a network of more than 2,000 branches, and offers a wide range of
2 financial services to corporate and retail customers, including investment banking, insurance, venture capital, and asset management. 7. The ICICI Bank’s TFG, which will be the key administrator of the credit line, implements programs for multilateral agencies in areas of collaborative research and development, energy, environment, and health care. The TFG’s initiatives include (i) attracting and channeling private financing into cleaner technologies, (ii) creating public–private partnerships (PPPs) to mitigate greenhouse gas emissions through energy efficiency, and (iii) promoting sustainable development. 8. The ICICI Bank has a pipeline of potential projects that satisfy the requirements established between ADB and the TFG for funding under the credit line. The TFG will administer, manage, and monitor the credit line in accordance with procedures to be set out in the credit agreement to ensure the credit line is applied for its intended purpose. C. Ownership, Management, and Governance 1. Ownership 9. As of 30 September 2011, the ICICI Bank was majority foreign-owned through its American Depository Shares (26.25%), which are listed on the New York Stock Exchange, and through foreign institutional investors (38.17%). The remaining equity is held by other institutional and non-institutional investors, including government-controlled entities.1 2. Management 10. As a private sector entity, the ICICI Bank does not face the constraints on remunerating staff faced by many of its government-owned peers. The ICICI Bank is, therefore, able to recruit capable and talented young professionals for key posts within its management structure. The ICICI Bank is known for its depth of leadership talent, which is deployed across the bank's operations for providing leadership to growing businesses and diverse career opportunities to members of management. The chief executive officer of the ICICI Bank is Chanda Kochhar, an experienced banker with over 25 years experience with the ICICI Bank and who has headed major functions of the ICICI Bank at various times. 3. Governance Structure 11. Within the Indian banking sector, the ICICI Bank is recognized as an early adopter of best practices in corporate governance, with experience dating back to the mid-1990s. The corporate governance framework of the ICICI Bank is based on (i) an independent board; (ii) the separation of the board’s supervisory role from the executive management; and (iii) the constitution of board committees, generally comprising a majority of independent directors and chaired by an independent director, to oversee critical areas. 12. The ICICI Bank's board of directors consisted of 11 members as of 31 December 2011. Organizational documents provide for a minimum of three directors and a maximum of 21 directors, not including the government-appointed director and the debenture director, if any is required. The Banking Regulation Act 1949 requires that at least 51% of the ICICI Bank's 1 A breakdown of the ownership is included in the description of Ownership, Management, and Governance (accessible from the list of linked documents in Appendix 2).
3 directors should have special knowledge or practical experience in banking and areas relevant to banking including accounting, finance, agriculture, and small-scale industry. The appointment of the chair and executive directors requires the approval of the Reserve Bank of India and shareholders. The Government of India has appointed one representative to the board of directors. D. Financial Performance 13. This paragraph has been redacted due to commercially sensitive information. 14. This paragraph has been redacted due to commercially sensitive information. 15. This paragraph has been redacted due to commercially sensitive information. 16. This paragraph has been redacted due to commercially sensitive information. 17. The ICICI Bank is rated Baa2 by Moody’s and BBB– (foreign currency, long-term) by Standard and Poor’s. III. THE PROPOSED ADB ASSISTANCE A. The Assistance 18. ADB will provide a United States (US) dollar-denominated credit line of up to $100 million to the ICICI Bank from ADB’s ordinary capital resources.2 19. The credit line will only be used to fund projects in priority sectors,3 identified by ADB based on a comprehensive assessment of the clean energy sector and development strategy in India and drawing on various resources from ADB’s Regional and Sustainable Development Department. B. Implementation Arrangements 20. Projects to be financed by the ADB credit line will need to satisfy the following eligibility criteria: (i) the TFG certifies that each project is within the renewable energy and energy efficiency priority sectors, (ii) each project complies with all applicable national laws and environmental requirements, and (iii) each project complies with applicable environmental and social requirements prescribed in ADB’s Safeguard Policy Statement (2009) for category FI. 21. The ICICI Bank will comply with ADB’s Procurement Guidelines (2010, as amended from time to time). Where ADB provides funds to an intermediary institution to be onlent to borrowers for the partial financing of subprojects, procurement is to be undertaken in accordance with 2 A funding application has been made to the Clean Energy Finance Partnership Facility to support the Technical Assistance on the Development of Energy Efficiency Projects in India. The proposed technical assistance is expected to benefit not only the ICICI Bank but also other commercial banks as well as other partners from energy- intensive industries in India. 3 The renewable energy and energy efficiency priority sectors to be funded by the credit line are listed in the Details of Implementation Arrangements (accessible from the list of linked documents in Appendix 2).
4 established private sector or commercial practices, which are acceptable to ADB. The ICICI Bank’s capability in assessing and monitoring the procurement practices of its borrowers was confirmed during due diligence. 22. This paragraph has been redacted due to commercially sensitive information. C. Value Added by ADB Assistance 23. Justification for the credit line is based on the following: (i) It will support the development of renewable energy and energy efficiency priority sectors in India. The credit line will be used exclusively to fund projects in priority sectors identified by ADB; as a result, it will enable ADB to influence and direct a reputable bank with relevant experience to more actively pursue renewable energy and energy efficiency projects in these sectors. The credit line will thereby help increase, facilitate, and develop investments in the renewable energy and energy efficiency sectors, with higher impacts on environmentally sustainable growth and climate change mitigation. (ii) It will catalyze local commercial bank financing to support the development of smaller and medium sized renewable energy and energy efficiency projects in India. The current rate of penetration of local commercial bank financing to the smaller and medium size renewable energy and energy efficiency segment in India remains low. By channeling funds through a strong and experienced financial intermediary, the proposed credit line will send a strong signal to the market and catalyze more local bank finance to support the development of this important segment. (iii) It will fill a market gap in terms of financing for renewable energy and energy efficiency projects. The underdevelopment of the Indian financial markets, the impact of the global financial crisis, and the risk of persistent high inflation and the resulting policy tightening in India have significantly limited the ability of local commercial banks to provide long-term financing for renewable energy projects. The ADB credit line will help fill this market gap by providing long-term funding with a flexible draw-down schedule that is not available from other commercial lenders in the market and cannot be secured through bond issuance. C. Risks 24. This paragraph has been redacted due to commercially sensitive information. 25. This paragraph has been redacted due to commercially sensitive information. 26. This paragraph has been redacted due to commercially sensitive information.
5 IV. DEVELOPMENT IMPACT AND STRATEGIC ALIGNMENT A. Development Impact, Outcome, and Outputs 1. Impact 27. The credit line will increase the availability of long-term financing for renewable energy and energy efficiency projects in India. Although the credit line will constitute only part of the ICICI Bank’s required funding for renewable energy and energy efficiency, it will have a significant demonstration impact through the successful implementation of renewable energy and energy efficiency projects in the priority sectors identified by ADB. This will lead to a reduction in the perceived risk associated with such projects, and will encourage the replication of similar projects. 2. Outcome 28. The credit line’s expected outcome will be an increased number of projects developed in the renewable energy and energy efficiency priority sectors in India, with support from the ICICI Bank. 3. Output 29. The credit line’s output will be an expansion of the ICICI Bank’s lending activities to renewable energy and energy efficiency projects and initiatives throughout India within ADB priority sectors.4 B. Alignment with ADB Strategy and Operations 1. Consistency with Strategy 2020 and Country Strategy 30. Strategy 20205 emphasizes ADB’s support for environmentally sustainable development that would expand ADB’s promotion of, and investment in, sound environmental management while simultaneously capitalizing on ADB’s operational strengths. The strategy seeks to meet the region’s growing energy demand by helping developing member countries (DMCs) to develop environmentally friendly technologies, specifically addressing energy efficiency and expanding the use of clean energy sources. One of the key actions is to mitigate climate change by moving DMCs on to low-carbon growth paths by, among other things, improving energy efficiency, expanding the use of clean energy sources, and reducing fugitive greenhouse gas emissions. Furthermore, under Strategy 2020, ADB seeks to strengthen its support to the finance sector at the regional and national levels by helping to develop financial infrastructure, institutions, and products and services. The credit line will provide systemic support for the Indian banking sector by contributing to increased lending to renewable energy and energy efficiency projects, which is an essential component in environmentally sustainable development and directly in line with Strategy 2020. 4 The design and monitoring framework is in Appendix 1. 5 ADB. 2008. Strategy 2020: The Long-Term Strategic Framework of the Asian Development Bank, 2008–2020. Manila.
6 31. ADB’s energy program in the Indian country partnership strategy approved in 20096 aims to enhance the impact of the government’s initiatives for demand- and supply-related programs. The planned activities include (i) developing renewable and alternative energy sources, and clean generation technology; (ii) reducing technical and commercial losses in transmission and distribution networks and facilities; (iii) strengthening interregional transmission capacity; (iv) bringing demand-side management and energy conservation into the mainstream; and (v) promoting private sector participation, while ensuring environmental sustainability and supporting institutional strengthening to implement the reforms required by the Electricity Act of 2003. The credit line is also consistent with ADB's latest country operations business plan for India 2011–2013, 7 which requires climate change mitigation and adaptation to be further mainstreamed into ADB operations. 2. Consistency with Sector Strategy and Relevant ADB Operations 32. The credit line is aligned with both the energy and finance sector strategies of ADB. Under its Energy Policy, 8 ADB’s investments will focus on energy efficiency and renewable energy projects, as well as the expansion of energy access. Starting in 2013, ADB will increase its target of clean energy investments to $2 billion a year from $1 billion, in a bid to accelerate low-carbon growth and reduce greenhouse gas emissions in the region. In particular, the Energy Policy calls for ADB to expand its energy efficiency operations “in the industry sector by collaborating with industry associations, domestic banks, and specialized energy efficiency agencies and energy service companies.” As such, climate change finance has been elevated as a new area of focus in ADB’s private sector operations since 2010. 9 Supporting finance sector development is a key focus of development assistance for ADB, in line with the tenets detailed in ADB's Private Sector Development Strategy 10 and enhanced poverty reduction strategy,11 which note improved economic growth, stimulated by private sector investment, as a key contributing factor in reducing poverty. ADB's Private Sector Development Strategy refers specifically to ADB's role in strengthening the finance sector in DMCs. The credit line is consistent with the overall sector strategies in that it will increase access to financial services for renewable energy and energy efficiency project developers and assist in the development of the finance sector, thereby making private sector development more sustainable and ADB’s mission of economic growth, job creation, and poverty reduction more achievable. 33. Furthermore, the credit line will support the promotion of PPPs in infrastructure development, a priority area of ADB’s finance sector operations in India. In 2006, ADB approved a $45 million equity investment in the Infrastructure Development Finance Company Ltd Private Equity Fund II. 12 In 2007 and 2009, ADB approved two multitranche financing facilities amounting to $1.2 billion to support infrastructure development through PPPs. Both multitranche financing facilities were channeled through a financial intermediary—the India Infrastructure Finance Company—and the model proved effective. The recently proposed Catalyzing Sustainable Finance Facility will also be a financial intermediation loan to the Housing and 6 ADB. 2009. Country Partnership Strategy: India, 2009–2012. Manila. 7 ADB. 2010. Country Operations Business Plan: India, 2011–2013. Manila. 8 ADB. 2009. Energy Policy. Manila. 9 ADB. 2010. Private Sector Operations Department Capital Markets and Financial Sectors Division Business Plan and Priorities, 2010–2012. Manila. 10 ADB. 2000. Private Sector Development Strategy. Manila. 11 ADB. 2004. Enhancing the Fight Against Poverty in Asia and the Pacific: The Poverty Reduction Strategy of the Asian Development Bank. Manila. 12 ADB. 2006. Report and Recommendation of the President to the Board of Directors: Proposed Equity Investment in IDFC Private Equity Fund II. Manila.
7 Urban Development Corporation. 13 Similarly, the credit line will be provided to a financial intermediary to promote private sector participation in sustainable infrastructure development in India. 34. The credit line will be applied only towards projects within renewable energy and energy efficiency priority sectors as determined in consultation with energy experts within ADB. 3. Lessons from Previous Operations 35. A recent draft evaluation knowledge brief concludes that energy efficiency in industry and buildings should be promoted through commercial financing, and in particular through lines of credit dedicated to financing projects that qualify as energy efficiency investments.14 The draft evaluation knowledge brief also highlights the importance of identifying “local financial intermediaries that are interested in energy efficiency lending” and of letting the financial intermediary “identify, appraise, and approve a subloan itself, without further approvals from any government body or a development partner”. Finally, energy efficiency interventions need not be big and broad to start with; at times it is best to start with small, narrowly focused programs and to increase the scope and sophistication over time. 36. Close collaboration between the public and private sectors is required to tackle the infrastructure bottleneck in India. Previously, ADB’s Private Sector Operations Department and South Asia Regional Department have jointly supported the development of Bangalore metro system to promote PPP in infrastructure development. The design of the credit line, especially for the energy efficiency component, has also benefited from collaboration between ADB’s public and private operations departments. V. POLICY COMPLIANCE A. Safeguards and Social Dimensions 37. The credit line is classified as category FI for impacts on the environment, involuntary resettlement, and indigenous peoples under ADB’s Safeguard Policy Statement. The ICICI Bank will apply ADB’s prohibited activities list, and ensure that investments using ADB funds comply with applicable national laws and regulations and with ADB’s Safeguard Policy Statement and Social Protection Strategy.15 The ICICI Bank will establish an ESMS satisfactory to ADB, including the appointment of a designated staff member responsible for day-to-day implementation of the ESMS before the first disbursement, and maintain it throughout the tenor of the facility to manage the impacts and risks of existing and/or likely future portfolios. An ESMS framework has been prepared to provide guidance to develop and maintain an ESMS.16 B. Anticorruption Policy 38. The ICICI Bank was advised of ADB’s policy of implementing best international practice relating to combating corruption, money laundering, and the financing of terrorism. ADB will ensure that the investment documentation includes appropriate provisions prohibiting 13 ADB. 2011. Concept Paper: India, Catalyzing Sustainable Finance Facility. Manila. 14 ADB. 2011. Review of Energy Efficiency Interventions (draft evaluation knowledge brief). Manila 15 ADB. 2001. Social Protection Strategy. Manila. 16 Financial Intermediary: Environmental and Social Management System Arrangement, and Summary Poverty Reduction and Social Strategy (accessible from the list of linked documents in Appendix 2).
8 corruption, money laundering, and the financing of terrorism, and remedies for ADB in the event of noncompliance. C. Investment Limitations 39. The credit line is within the medium-term country, industry, group, and single investment exposure limits for nonsovereign investments. D. Assurances 40. Consistent with the Agreement Establishing the Asian Development Bank (the Charter),17 the Government of India will be requested to confirm that it has no objection to the proposed assistance to the ICICI Bank. ADB will enter into suitable finance documentation, in form and substance satisfactory to ADB, following approval of the proposed assistance by ADB’s Board of Directors. VI. RECOMMENDATION 41. I am satisfied that the proposed line of credit would comply with the Articles of Agreement of the Asian Development Bank (ADB) and recommend that the Board approve the line of credit of $100,000,000 to the ICICI Bank for financing of renewable energy and energy efficiency projects in India, from ADB’s ordinary capital resources, with such terms and conditions as are substantially in accordance with those set forth in this report, and as may be reported to the Board. Haruhiko Kuroda President 6 March 2012 17 ADB. 1966. Agreement Establishing the Asian Development Bank. Manila.
Appendix 1 9 DESIGN AND MONITORING FRAMEWORK Data Sources and Design Performance Targets and Reporting Assumptions Summary Indicators with Baselines Mechanisms and Risks Impact Assumptions Increased availability of An additional 30,000 MW of National economic and Demonstration of viability of clean energy in India renewable energy capacity energy statistics renewable energy and energy installed by 2021 from efficiency lending is replicated baseline figure of 18,000 MW Renewable energy and by other banks in 2011 energy efficiency project reports Increased access to finance from banks will lead to more Increased availability of Redacted due to The ICICI Bank report renewable energy and energy financing for renewable commercially sensitive efficiency projects being debt energy and energy information. funded efficiency projects and initiatives. Continued and progressive energy sector reforms such as preferential tariffs for renewable energy and reduction of energy sector subsidies Risk Protracted weakness of global and Indian economies reducing investor appetite for renewable energy and energy efficiency projects Outcome Assumptions Renewable energy Redacted due to The ICICI Bank’s Renewable energy and and energy efficiency commercially sensitive quarterly and annual energy efficiency projects projects developed information. financial statements remain financially attractive for investors Reporting specifically requested by ADB On-schedule implementation of renewable energy and energy efficiency projects Risk Recession in the developed economies and slowdown of the Indian economy continue in the medium term, adversely impacting development of renewable energy and energy efficiency projects
10 Appendix 1 Output Assumptions The ICICI Bank The ICICI Bank establishes The ICICI Bank’s Demand for loans for expands financing to satisfactory ESMS by the end quarterly and annual renewable energy and energy environmentally and of 2013 financial statements efficiency projects continues socially sustainable renewable energy and Redacted due to ESMS reporting International and domestic energy efficiency commercially sensitive specifically requested financial market conditions projects information. by ADB remain stable Activities with Milestones Inputs 1. Redacted due to commercially sensitive information. ADB: $100 million approved 2. Redacted due to commercially sensitive information. by first quarter of 2012. 3. ADB loan of $100 million is fully disbursed. ADB = Asian Development Bank, CO2 = carbon dioxide, ESMS = environmental and social management system, MW = megawatt. Source: Asian Development Bank.
Appendix 2 11 LIST OF LINKED DOCUMENTS http://www.adb.org/Documents/RRPs/?id=46902-01-4 1. Sector Overview 2. Ownership, Management, and Governance 3. Details of Implementation Arrangements 4. Contribution to the ADB Results Framework 5. Financial Analysis 6. Country Economic Indicators 7. Summary Poverty Reduction and Social Strategy 8. Safeguards and Social Dimensions Summary 9. Financial Intermediary: Environmental and Social Management System Arrangement Supplementary Documents 10. Redacted due to commercially sensitive information 11. Redacted due to commercially sensitive information
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