AT&T Inc. (NYSE: T) (“AT&T”) announced today offers to purchase for cash (i) any and all of the 54 series of outstanding Notes described below under “Higher Coupon Offers”, up to a maximum $5 billion aggregate amount of Higher Coupon Total Consideration (as defined below) and (ii) any and all of the 9 series of outstanding Notes described below under “Discount Offers”, up to a maximum $3 billion aggregate amount of Discount Total Consideration (as defined below), on the terms and conditions set forth in the Offers to Purchase, dated May 16, 2022 (the “Offers to Purchase”). The Offers to Purchase, the Letter of Transmittal and the related notices of guaranteed delivery can be accessed at the following link: https://gbsc-usa.com/registration/att. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offers to Purchase.

HIGHER COUPON OFFERS

In the “Higher Coupon Offers”, AT&T is offering to purchase the Notes described in the table below issued by AT&T or certain of AT&T’s wholly-owned subsidiaries:

Acceptance Priority Level(1)

Title of Notes

Issuer

Principal Amount Outstanding (in millions)

CUSIP Number

Par Call Date(2)

Maturity Date

Reference U.S. Treasury Security(3)

Bloomberg Reference Page(3)

Fixed Spread (Basis Points)

1

8.750% Senior Notes due 2031*

New Cingular Wireless Services, Inc.(4)

$258

00209AAF3 / U0027MAC1

March 1, 2031

2.875% due 05/15/2032

PX1

165

2

8.750% Global Notes due 2031

AT&T Inc.

$216

00206RGV8

March 1, 2031

2.875% due 05/15/2032

PX1

165

3

8.750% Global Notes due 2031

AT&T Inc.(5)

$218

00206RGU0

November 15, 2031

2.875% due 05/15/2032

PX1

165

4

7.875% Global Notes due 2030

AT&T Inc.

$202

00206RGR7

February 15, 2030

2.875% due 05/15/2032

PX1

160

5

7 1/8% Debentures due 2026*+

Pacific Bell Telephone Company(6)(7)

$219

694032AT0

March 15, 2026

2.750% due 04/30/2027

PX1

105

6

7.125% Global Notes due 2026

AT&T Inc.

$257

00206RGH9

March 15, 2026

2.750% due 04/30/2027

PX1

105

7

7.625% Global Notes due 2031*

AT&T Inc.

$188

00206RHZ8

April 15, 2031

2.875% due 05/15/2032

PX1

165

8

7.700% Global Notes due 2032*

AT&T Inc.

$157

00206RJA1

May 1, 2032

2.875% due 05/15/2032

PX1

170

9

7.125% Senior Notes due 2031*

AT&T Mobility LLC(8)

$151

17248RAJ5

December 15, 2031

2.875% due 05/15/2032

PX1

165

10

6.875% Global Notes due 2031

AT&T Inc.

$169

00206RGS5

October 15, 2031

2.875% due 05/15/2032

PX1

165

11

6.625% Global Notes due 2029*

AT&T Inc.

$190

00206RHY1

May 15, 2029

2.875% due 05/15/2032

PX1

155

12

Thirty Year 6 3/8% Debentures due 2028*

BellSouth Telecommunications, LLC(9)

$177

079867AW7

June 1, 2028

2.750% due 04/30/2027

PX1

115

13

6.500% Global Notes due 2036*

AT&T Inc.

$156

00206RJC7

November 15, 2036

2.875% due 05/15/2032

PX1

190

14

6.450% Global Notes due 2034

AT&T Inc.(10)

$253

78387GAM5

June 15, 2034

2.875% due 05/15/2032

PX1

180

15

6.550% Global Notes due 2039

AT&T Inc.

$443

00206RAS1

February 15, 2039

2.375% due 02/15/2042

PX1

170

16

6.500% Global Notes due 2037

AT&T Inc.

$239

00206RAD4

September 1, 2037

2.875% due 05/15/2032

PX1

195

17

6.400% Global Notes due 2038

AT&T Inc.

$165

00206RAN2

May 15, 2038

2.375% due 02/15/2042

PX1

165

18

6.350% Global Notes due 2040

AT&T Inc.

$158

00206RDE9

March 15, 2040

2.375% due 02/15/2042

PX1

175

19

6.200% Global Notes due 2040*

AT&T Inc.

$265

00206RJD5

March 15, 2040

2.375% due 02/15/2042

PX1

175

20

6.150% Global Notes due 2034

AT&T Inc.(10)

$356

78387GAQ6

September 15, 2034

2.875% due 05/15/2032

PX1

180

21

6.000% Notes due 2034*

BellSouth, LLC(11)

$198

079860AK8

November 15, 2034

2.875% due 05/15/2032

PX1

180

22

6.100% Global Notes due 2040*

AT&T Inc.

$248

00206RJE3

July 15, 2040

2.375% due 02/15/2042

PX1

175

23

6.250% Global Notes due 2041*

AT&T Inc.

$330

00206RJF0

March 29, 2041

2.375% due 02/15/2042

PX1

160

24

6.300% Global Notes due 2038

AT&T Inc.

$749

00206RAG7

January 15, 2038

2.375% due 02/15/2042

PX1

145

25

6.000% Global Notes due 2040

AT&T Inc.

$471

00206RDF6

May 15, 2040

August 15, 2040

2.375% due 02/15/2042

PX1

175

26

6.375% Global Notes due 2041

AT&T Inc.

$604

00206RDG4

March 1, 2041

2.375% due 02/15/2042

PX1

150

27

5.350% Global Notes due 2043*

AT&T Inc.

$191

00206RJJ2

December 15, 2043

2.375% due 02/15/2042

PX1

190

28

5.375% Global Notes due 2041*

AT&T Inc.

$187

00206RJG8

October 15, 2041

2.375% due 02/15/2042

PX1

180

29

5.550% Global Notes due 2041

AT&T Inc.

$676

00206RBA9

August 15, 2041

2.375% due 02/15/2042

PX1

160

30

5.700% Global Notes due 2057

AT&T Inc.

$485

00206RDT6

September 1, 2056

March 1, 2057

2.250% due 02/15/2052

PX1

190

31

5.300% Global Notes due 2058

AT&T Inc.

$182

00206RFS6 / U04644CG0

February 14, 2058

August 15, 2058

2.250% due 02/15/2052

PX1

190

32

5.350% Global Notes due 2040*

AT&T Inc.

$1,069

04650NAB0 /

U9475PAA6

September 1, 2040

2.375% due 02/15/2042

PX1

150

33

5.650% Global Notes due 2047

AT&T Inc.

$959

00206RCU4

August 15, 2046

February 15, 2047

2.250% due 02/15/2052

PX1

170

34

5.450% Global Notes due 2047

AT&T Inc.

$749

00206RDS8

September 1, 2046

March 1, 2047

2.250% due 02/15/2052

PX1

170

35

5.150% Global Notes due 2042

AT&T Inc.

$590

00206RDH2

March 15, 2042

2.375% due 02/15/2042

PX1

155

36

4.850% Global Notes due 2045*

AT&T Inc.

$401

00206RJL7

January 15, 2045

July 15, 2045

2.375% due 02/15/2042

PX1

165

37

5.250% Global Notes due 2037

AT&T Inc.

$1,794

00206RDR0

September 1, 2036

March 1, 2037

2.875% due 05/15/2032

PX1

160

38

4.800% Global Notes due 2044

AT&T Inc.

$607

00206RCG5

December 15, 2043

June 15, 2044

2.375% due 02/15/2042

PX1

165

39

4.900% Global Notes due 2042*

AT&T Inc.

$394

00206RJH6

June 15, 2042

2.375% due 02/15/2042

PX1

160

40

5.150% Global Notes due 2050

AT&T Inc.

$941

00206RFU1

August 14, 2049

February 15, 2050

2.250% due 02/15/2052

PX1

168

41

5.150% Global Notes due 2046

AT&T Inc.

$743

00206RHA3 / 00206RFM9 / U04644BX4

May 15, 2046

November 15, 2046

2.250% due 02/15/2052

PX1

170

42

4.650% Global Notes due 2044*

AT&T Inc.

$471

00206RJK9

December 1, 2043

June 1, 2044

2.375% due 02/15/2042

PX1

165

43

4.900% Global Notes due 2037

AT&T Inc.

$683

00206RFW7

February 14, 2037

August 15, 2037

2.875% due 05/15/2032

PX1

160

44

4.850% Global Notes due 2039

AT&T Inc.

$956

00206RHK1

September 1, 2038

March 1, 2039

2.375% due 02/15/2042

PX1

150

45

4.550% Global Notes due 2049

AT&T Inc.

$931

00206RDM1 / 00206RDK5

September 9, 2048

March 9, 2049

2.250% due 02/15/2052

PX1

170

46

4.750% Global Notes due 2046

AT&T Inc.

$1,872

00206RCQ3

November 15, 2045

May 15, 2046

2.250% due 02/15/2052

PX1

170

47

4.350% Global Notes due 2045*

AT&T Inc.

$1,115

00206RBK7

December 15, 2044

June 15, 2045

2.375% due 02/15/2042

PX1

165

48

4.500% Global Notes due 2048

AT&T Inc.

$1,734

00206RDL3 /

00206RDJ8

September 9, 2047

March 9, 2048

2.250% due 02/15/2052

PX1

170

49

4.300% Global Notes due 2042*

AT&T Inc.

$1,297

00206RBH4

June 15, 2042

December 15, 2042

2.375% due 02/15/2042

PX1

162

50

4.500% Global Notes due 2035

AT&T Inc.

$2,500

00206RCP5

November 15, 2034

May 15, 2035

2.875% due 05/15/2032

PX1

160

51

4.350% Global Notes due 2029

AT&T Inc.

$3,000

00206RHJ4

December 1, 2028

March 1, 2029

2.875% due 05/15/2032

PX1

113

52

4.300% Global Notes due 2030

AT&T Inc.

$3,156

00206RES7 /

00206RGQ9 /

U04644BC0

November 15, 2029

February 15, 2030

2.875% due 05/15/2032

PX1

120

53

4.250% Global Notes due 2027

AT&T Inc.

$1,490

00206RDQ2

December 1, 2026

March 1, 2027

2.750% due 04/30/2027

PX1

70

54

4.100% Global Notes due 2028

AT&T Inc.

$1,732

00206RGL0 / 00206RER9 / U04644BB2

November 15, 2027

February 15, 2028

2.750% due 04/30/2027

PX1

95

(1) Subject to the satisfaction or waiver of the conditions of the Offers described in the applicable Offer to Purchase, if the Maximum Purchase Condition (as defined therein) is not satisfied with respect to every series of Notes, we will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 54 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.

(2) For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Total Consideration (as defined in the applicable Offer to Purchase) will be performed taking into account such par call date. See Annex A-1 to the applicable Offer to Purchase for an overview of the calculation of the Total Consideration (including the par call detail) with respect to the Notes.

(3) The Total Consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each $1,000 principal amount of such series of Notes validly tendered for purchase will be based on the fixed spread specified in the table above (the “Fixed Spread”) for such series of Notes, plus the yield of the specified Reference Security for that series as quoted on the Bloomberg reference page specified in the table above as of 11:00 a.m., New York City time on May 20, 2022, unless extended with respect to the applicable Offer (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Price Determination Date”). The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.

(4) New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless Services, Inc.

(5) The initial interest rate on the 8.750% Global Notes due 2031 was 8.250%.

(6) Pacific Bell Telephone Company was formerly known as Pacific Bell.

(7) The 7 1/8% Debentures due March 15, 2026 are unconditionally and irrevocably guaranteed by AT&T.

(8) AT&T Mobility LLC was formerly known as Cingular Wireless LLC.

(9) BellSouth Telecommunications, LLC converted from BellSouth Telecommunications, Inc.

(10) AT&T Inc. was formerly known as SBC Communications Inc.

(11) The 6.00% Notes due 2034 were originally issued by BellSouth Corporation, which subsequently converted to BellSouth, LLC.

 

* Denotes a series of Notes with minimum authorized denominations of $1,000. All other series of Notes have a minimum authorized denomination of $2,000. Each series of Notes has an integral multiple in excess of the minimum authorized denomination of $1,000.

+ Denotes a series of Notes, a portion of which is held in physical certificated form (such portion, the “Certificated Notes”) and is not held through The Depositary Trust Company (“DTC”). Such Certificated Notes may only be tendered in accordance with the terms and conditions of the accompanying Letter of Transmittal. With respect to the Certificated Notes, all references to the Offer to Purchase herein shall also include the Letter of Transmittal.

The Higher Coupon Offers are scheduled to expire on the “Higher Coupon Expiration Date,” which is 5:00 p.m., New York City time, on May 20, 2022, unless extended or earlier terminated. Holders of Notes described in the table above may withdraw their validly tendered Notes any time at or prior to 5:00 p.m., New York City time, on May 20, 2022, unless extended by AT&T. In order to receive the Higher Coupon Total Consideration, Holders of Notes must tender and not withdraw their Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, at or prior to the Higher Coupon Expiration Date.

For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Higher Coupon Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (New York City time) on May 24, 2022.

The “Higher Coupon Settlement Date” will be the fourth business day after the Higher Coupon Expiration Date and is expected to be May 26, 2022.

Upon the terms and subject to the conditions set forth in the applicable Offer to Purchase, Holders whose Notes are accepted for purchase in the Higher Coupon Offers will receive the Total Consideration described in the notes to the table immediately above (the “Higher Coupon Total Consideration”) for each $1,000 principal amount of such Notes in cash on the Higher Coupon Settlement Date. On the Price Determination Date, unless extended with respect to any Higher Coupon Offers, AT&T will issue a press release specifying, among other things, the Higher Coupon Total Consideration for each series of Notes validly tendered and accepted.

In addition to the Higher Coupon Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the Accrued Coupon Payment, representing accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Higher Coupon Settlement Date. Interest will cease to accrue on the Higher Coupon Settlement Date for all Notes accepted in the Higher Coupon Offers.

DISCOUNT OFFERS

In the “Discount Offers”, AT&T is offering to purchase the Notes described in the table below issued by AT&T:

Acceptance Priority Level(1)

Title of Notes

Issuer

Principal Amount Outstanding (in millions)

CUSIP Number

Par Call Date(2)

Maturity Date

Reference U.S. Treasury Security(3)

Bloomberg Reference Page(3)

Fixed Spread (Basis Points)

1

3.500% Global Notes due 2061

AT&T Inc.

$1,500

00206RKF8

August 1, 2060

February 1, 2061

2.250% due 02/15/2052

PX1

177

2

3.300% Global Notes due 2052

AT&T Inc.

$2,250

00206RKE1

August 1, 2051

February 1, 2052

2.250% due 02/15/2052

PX1

165

3

3.100% Global Notes due 2043

AT&T Inc.

$2,500

00206RKD3

August 1, 2042

February 1, 2043

2.375% due 02/15/2042

PX1

145

4

3.850% Global Notes due 2060

AT&T Inc.

$1,500

00206RKB7

December 1, 2059

June 1, 2060

2.250% due 02/15/2052

PX1

182

5

3.650% Global Notes due 2051

AT&T Inc.

$3,000

00206RKA9

December 1, 2050

June 1, 2051

2.250% due 02/15/2052

PX1

165

6

3.500% Global Notes due 2041

AT&T Inc.

$2,500

00206RJZ6

December 1, 2040

June 1, 2041

2.375% due 02/15/2042

PX1

150

7

2.250% Global Notes due 2032

AT&T Inc.

$2,500

00206RKH4

November 1, 2031

February 1, 2032

2.875% due 05/15/2032

PX1

130

8

1.650% Global Notes due 2028

AT&T Inc.

$2,250

00206RKG6

December 1, 2027

February 1, 2028

2.750% due 04/30/2027

PX1

105

9

2.300% Global Notes due 2027

AT&T Inc.

$2,500

00206RJX1

April 1, 2027

June 1, 2027

2.750% due 04/30/2027

PX1

95

(1) Subject to the satisfaction or waiver of the conditions of the Offers described in the applicable Offer to Purchase, if the Maximum Purchase Condition (as defined therein) is not satisfied with respect to every series of Notes, we will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 9 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.

(2) For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Total Consideration (as defined in the applicable Offer to Purchase) will be performed taking into account such par call date. See Annex A-1 to the applicable Offer to Purchase for an overview of the calculation of the Total Consideration (including the par call detail) with respect to the Notes.

(3) The Total Consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each $1,000 principal amount of such series of Notes validly tendered for purchase will be based on the fixed spread specified in the table above (the “Fixed Spread”) for such series of Notes, plus the yield of the specified Reference Security for that series as quoted on the Bloomberg reference page specified in the table above as of 11:00 a.m., New York City time on May 20, 2022, unless extended with respect to the applicable Offer (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Price Determination Date”). The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.

The Discount Offers are scheduled to expire on the “Discount Expiration Date,” which is 5:00 p.m., New York City time, on May 20, 2022, unless extended or earlier terminated. Holders of Notes described in the table above may withdraw their validly tendered Notes any time at or prior to 5:00 p.m., New York City time, on May 20, 2022, unless extended by AT&T. In order to receive the Discount Total Consideration, Holders of Notes must tender and not withdraw their Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, at or prior to the Discount Expiration Date.

For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Discount Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (New York City time) on May 24, 2022.

The “Discount Settlement Date” will be the fourth business day after the Discount Expiration Date and is expected to be May 26, 2022.

Upon the terms and subject to the conditions set forth in the applicable Offer to Purchase, Holders whose Notes are accepted for purchase in the Discount Offers will receive the Total Consideration described in the notes to the table immediately above (the “Discount Total Consideration”) for each $1,000 principal amount of such Notes in cash on the Discount Settlement Date. On the Price Determination Date, unless extended with respect to any Discount Offers, AT&T will issue a press release specifying, among other things, the Discount Total Consideration for each series of Notes validly tendered and accepted.

In addition to the Discount Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the Accrued Coupon Payment, representing accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Discount Settlement Date. Interest will cease to accrue on the Discount Settlement Date for all Notes accepted in the Discount Offers.

TERMS OF THE TENDER OFFERS

AT&T’s obligation to accept for payment and to pay for Notes of any series validly tendered in the tender offers is subject to the satisfaction or waiver of the conditions described in the applicable Offer to Purchase, including that the aggregate Total Consideration for Notes purchased in the Higher Coupon Offer and in the Discount Offer not exceed $5,000,000,000 and $3,000,000,000, respectively, and on the applicable Maximum Purchase Consideration being sufficient to pay the Total Consideration for all validly tendered Notes of such series. As a result, no series will be subject to pro-ration in the amount accepted. AT&T reserves the right, subject to applicable law, to: (i) waive any and all conditions to the tender offers; (ii) extend or terminate any or all of the tender offers; (iii) increase or decrease the Maximum Purchase Consideration of either the Higher Coupon Offers or the Discount Offers or both; or (iv) otherwise amend the tender offers in any respect.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold any of the Notes listed above as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or, where revocation is permitted, timely revoke their instruction to participate in the tender offers. The deadlines set by each clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the applicable Offer to Purchase and the related Notice of Guaranteed Delivery, as applicable.

Deutsche Bank Securities Inc., TD Securities, Goldman Sachs & Co. LLC and Citigroup are acting as the Joint-Lead Dealer Managers for the tender offers. For additional information regarding the terms of the offer, please contact Deutsche Bank Securities Inc. at (866) 627-0391 (toll free) or (212) 250-2955 (collect), TD Securities at (866) 627-0391 (toll free) or (212) 250-2955 (collect), Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 357-1452 (collect) or by email at GS-LM-NYC@gs.com or Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Global Bondholder Services Corporation will act as the tender agent and information agent for the tender offers. Questions or requests for assistance related to the tender offers or for additional copies of the Offer to Purchase, the Letter of Transmittal or Notice of Guaranteed Delivery may be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offers. The Offers to Purchase, the Letter of Transmittal and the Notices of Guaranteed Delivery can be accessed at the following link: https://gbsc-usa.com/registration/att.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The tender offers described herein are being made solely by the applicable Offer to Purchase, the Letter of Transmittal and the related Notice of Guaranteed Delivery, as applicable, and only to such persons and in such jurisdictions as is permitted under applicable law.

Neither the communication of this press release, the applicable Offer to Purchase or any other offer materials relating to the tender offers is being made, and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, this press release, the Offers to Purchase and such documents and/or materials are not being distributed to, and must not be passed on to persons in the United Kingdom other than (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (b) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (such persons together being “relevant persons”). This press release and the Offers to Purchase are only available to relevant persons and the transactions contemplated herein will be available only to, or engaged in only with relevant persons, and must not be relied or acted upon by persons other than relevant persons.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in AT&T’s filings with the Securities and Exchange Commission and the Offers to Purchase related to the tender offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.

For more information, contact: McCall Butler AT&T Corporate Communications Phone: (404) 626-5652 Email: mb8191@att.com

For holders of Notes, contact: Global Bondholder Services Corporation Phone: (855) 654-2014 (toll free) (212) 430-3774 (collect)

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