Monday, Sep. 03, 2012
The Mind Of Mitt
By Barton Gellman

The Video, A Quarter-Century Old now, catches Mitt Romney at an unguarded moment in the best-known transaction of his early investment career. Here he is, a youthful-looking 39, self-conscious in a dress shirt and tie as he steps into an unfinished commercial space in the Brighton neighborhood of Boston. Young people in jeans and boots are uncrating office supplies onto shelves for the next day's grand opening. They gather politely when summoned, and Romney begins to speak.

The ribbon cutting at this first Staples store, on May 1, 1986, will launch a notable American brand that expands into a multibillion-dollar chain. One day Mitt Romney will run for President, and his campaign will reshape the Staples narrative as a parable of the candidate's vision and skill. But on this evening, in words chosen without politics in mind, the Romney on the videotape tells a subtler story.

Bain Capital, his fledgling investment firm, has by now committed 2% of its assets to the new enterprise. Deeply uncomfortable with risk in a business that calls for a bullfighter's nerves, Romney has dropped by for one last inspection. In the video artifact, unearthed for TIME from Staples' archives, he regales the store's crew with the tall tale of a Texan on a polar-bear hunt. The man heads alone for the North Pole, boasting that he will slay the beast with his bare hands. When his native guides next catch sight of him, the Texan is running for his life and the bear is closing fast. One guide opens a door to let him in, but the Texan stops short and steps aside as the bear races through. "He slams the door and says, 'You skin that one while I go get another!'" Romney says.

The Staples crew laughs, and then he takes the joke in a new direction. The polar bear turns out to be the market that Staples is hunting, with a valuable pelt for someone bold enough to take it. The guy in the story? That's Romney. "I feel a little like the Texan," he says. "Here's this guy coming in, wearing the white shirt and all. You're skinning this one while I'm going to go out and try to see if I can find another."

Not for Romney is the bear hunter's life, but he does want to say a few words about his work. At the dawn of a dazzling investment career, he undertakes to explain "a little bit about what a venture capitalist is."

"Some people call us vulture capitalists," he allows, but he does not see it that way. "We go around and try to convince people that we're real smart, we'll make them money with their money." He takes their cash, he says, and lays it down to buy a company that "looks like it can be something big." And that's good for customers too because the companies he buys are giving them "some real value." Or anyway, he says, "that's how it supposedly works."

In fact, Romney will soon shift Bain's focus away from venture capital, looking for surer bets. The firm will concentrate on private equity, a new term for the old leveraged-buyout business that became notorious for excesses in the Reagan era. It works like this: Romney will search out struggling companies and borrow most of the money to buy them, using a company's own assets as collateral. That is roughly like buying a farm with a mortgage that the farmer has to repay. As the new owner, Bain Capital will demand that the company squeeze costs, close money-losing divisions and shift resources to more profitable lines of business. Sometimes--more often than its peers--Bain Capital will buy a company and stay with it for years, improving management and restoring it to health. Other times it will shutter factories, lay off workers and leave a company loaded with debts it cannot pay. In either case, Romney's firm will boost its own profit or cushion its risk by charging the company special dividends for its services and by structuring the deal to take advantage of tax and regulatory rules. These transaction features, known as tax arbitrage, can easily reap enough profit to let Romney come out ahead even if a company fails.

The record of Romney's 15 years as leader of Bain Capital depicts a businessman of exceptional talent--and exceptional caution. In his formative years as a financier, he worked relentlessly to squeeze risk out of an enterprise in which risk and profit typically went hand in hand. He imposed on his partners a rigorous focus on measurable, verifiable data, rejecting subjective judgments about business prospects and insisting on empirical evidence on which to base decisions.

Romney's appetite for numbers far surpassed the norm. Even as chief executive of Bain, he spent hours at the conference table, taking copious notes, tapping at his calculator and making hand-drawn charts. He was slower than many competitors to seize opportunity, searching for hidden flaws in every deal. He sought out rival views and seldom if ever invested without consensus from his partners. Bain Capital taught him to regard the world as an endless parade of potential deals, most of them bad. He walked away from nearly all of them, needing only a few for success. As often as possible, he declined to join any game he did not think he would win. But certainty is not the word for what Romney likes most, says former consulting partner James McCurry, now president and CEO of PSA Healthcare. "He wants to be right," McCurry says. "He wants to be--you never get to be sure, that doesn't exist in life, but he wants to be right."

As he launches his fall campaign at the Republican Convention in Tampa, Romney is making the sales pitch of his life. Once he asked investors to entrust him with their money; now he is taking the stage to ask Americans for the keys to the nuclear arsenal and a $15 trillion economy. For a variety of reasons, Romney is running on his rsum, arguing that he has the private-sector skills to set the economy right. It is an unusual strategy for a challenger, the more so because he scorns what history suggests is his best credential. No businessman has been elected President without holding high office first, and more governors have won the White House than Senators or even Vice Presidents. But Republican doctrine discourages talk of Romney's term as Massachusetts' governor, which featured state-mandated health care, gun control, abortion rights and other heresies.

Instead he has placed his business record front and center, a strategy tried without success by other titans of industry, from Henry Ford and William Randolph Hearst to Ross Perot. One of his regular campaign lines, delivered again last month in Canton, Ohio, is "I'm a business guy. I was only governor four years. I didn't inhale." At another stop, it became an incantation, with "I didn't inhale" reprised in seven of eight consecutive sentences.

That sounds at first like a slap at Bill Clinton, who coined the phrase while dodging questions about his marijuana-smoking days at Oxford. But Romney's real target is government itself and the alleged virtue, in a would-be President, of prior service there. He is touting his private-sector career not as a close substitute for time in the Oval Office but as the superior credential. "I spent 25 years balancing budgets, eliminating waste and keeping as far away from government as humanly possible," he told the Conservative Political Action Conference (CPAC) in February. In Las Vegas three months later, he applauded a proposal he attributed to a restaurant owner he had just met: "He said, 'I'd like to have a provision in the Constitution ... that the President has to spend at least three years working in business before he could become President of the United States.'"

By just about any business standard--above all, profit and loss--Romney was a spectacular performer. He joined the consulting firm Bain & Co. in 1977, rose swiftly to the top and later returned as the consensus choice to save it from bankruptcy. In 1984 he founded Bain Capital, a spin-off private-equity firm, and turned $37 million in seed money into billions of dollars of assets under management. "From 1984 to 1999, his funds returned 88% per year, which is a record of truly enviable proportions," said Howard Anderson, a former venture capitalist and investor in Bain and now a senior lecturer at MIT's Sloan School of Management, who has known Romney since the 1980s. Along the way, Romney amassed a personal fortune in the neighborhood of $200 million. Estimates vary, and he has not chosen to settle the question.

For all his success, Romney has said surprisingly little about how his investing experience might guide him in the White House. His broadly stated economic themes--budget cuts, low tax rates and less government regulation--follow tropes that have been standard for GOP candidates since well before Reagan, with or without Romney's private-sector credentials. Related positions on energy and education appear to be close cousins of those of President George W. Bush.

Even so, Romney's business record offers plenty of evidence about the way he thinks about problems, sets priorities and negotiates obstacles. But sifting the record requires a second look at his version of some of its pivotal events.

On the Staples deal, which he has made a touchstone of his campaign, he and his political team tell a story of success that followed from insight, decisiveness and courage to take the leap. By this account, a supermarket executive named Tom Stemberg had the big idea and Romney saw potential where others did not. His investment firm, then two years old, ventured Staples the funds that gave it "a chance to grow," as his campaign website puts it. In some of his television ads, the familiar red Staples logo appears onscreen over a script that touts the businesses he built. "Most people I spoke with thought it would never work," Romney writes in his 2010 campaign memoir, No Apology. "But they were wrong, and today Staples is what Tom dreamed it would be."

Stemberg endorses this account. "A lot of venture capitalists laughed," he tells TIME. They asked the Staples founder, "Who would care about saving money on paper clips?" For Romney, "one of the cheapest sons of guns I ever met in my life, the idea really resonated," he says.

But Romney was late to the game. Stemberg had told him that the average office worker consumes more than $1,000 a year in office supplies, a substantial market. Romney wanted evidence, and a lot of it. Eventually, one of his partners invited Stemberg to Bain Capital's spare gray conference room at Copley Place in Boston. "We have a problem with your analysis," the partner said, brandishing a bar chart. The firm had phoned 50 small businesses, which estimated expenditures of only $200 a year in supplies for the average employee. Stemberg stood his ground, and Romney's firm dug deeper. With no computerized records to tap, Romney sent his people door to door with adding machines to tally paper invoices. The average was closer to $1,100 than $1,000. Finally, Romney was sold.

But by this time, Stemberg said, "we must have had 15 or 20 different offers to finance our deal." He included Bain in a team of four firms because Romney had a reputation as "one of the best business advisers in America" and could offer skills as well as money. And so Romney did, remaining on the Staples board for 16 years.

There is no denying that Staples was a win for Romney's firm, whose investment of $2.5 million grew sixfold by the time Bain Capital sold its shares. Still, by his own account in the Staples video, he was not a pioneer but a laggard on the deal.

"We said, O.K., we're ready to play," he told the backroom workers in 1986. "We come to the door to tell them that, and there are already 20 other people standing in line. The idea was absolutely mobbed by venture capitalists ... Tom had to go through and say, O.K., eeny, meeny, miney, mo--which one of the guys who wants to participate in this idea am I going to bring in to Staples?" Dropping to one knee as he told the story, Romney said it was he, not Stemberg, who had to "assume the appropriate position" as suitor.

Stemberg dismisses this now with a laugh and says Romney is just methodical. "He will run every scenario, the good, the bad and the ugly ... The one thing he's definitely not is a shoot-from-the-hip kind of guy." One particularly revealing measure of Romney's caution, though it is far more common in commerce than government, is the number of times he chose to walk away. "These ideas come by, and that's 250 or so a month," he told the Staples workers, "and we invest in, on average, about 1 in 500 of businesses that come by." Some 3,000 prospects crossed his desk each year, and "we might invest in six companies if we're lucky."

Geoffrey Rehnert, his Bain Capital partner from the start, says one explanation was that "a lot of garbage came in in the early days, like shelf-stable peanut-butter-and-jelly sandwiches, shrimp farms in Ecuador" and fanciful "flying cars that also turned into boats." It was also true, he says, that as Bain Capital grew, Romney oversaw the development of formal policies and structures appropriate for a global operation. "The deal guy he was in 1986 is very different than the CEO of a $10 billion-asset money-management firm" that he became.

Even so, for most of Romney's career, he could afford to be fastidious in the extreme about his quarries, far more so than a government leader or traditional corporate executive of similar rank. He could choose one specimen at a time, dissect it, mount it on a slide and spend days at a time without looking up from the microscope. Rarely do political leaders have that kind of time.

"What I enjoyed most about Bain & Co., the consulting firm, was the analytical process of solving tough problems," Romney told Businessweek recently. "And I love the thinking and the analyzing as much as anything." Later, at Bain Capital, his approach was "similarly analytical, to decide which business ideas really had economic merit and which did not."

Economic merit did not always settle the question. Romney had ethical boundaries that have not been described before in news reports. Some of the unwritten rules fit awkwardly today with the interests of his contributors and target voters. "Mitt was pretty adamant about not making investments in tobacco, firearms," says longtime partner Marc Wolpow.

Several times in the 1990s, distress sales brought leading U.S. gunmakers to market with attractive financial terms. Colt's Manufacturing Co. had been badly damaged by a four-year strike, forcing the state of Connecticut to help stave off bankruptcy in 1990. Two years later, the weaponsmaker went belly up anyway. Rival purchase deals were made and broken until 1994, when new owners arrived. Remington, meanwhile, went on the block in 1993 and again in 1998.

More than once, according to Rehnert and Wolpow, someone brought up Colt's and Remington as prospects. Each time the result was the same. "No way we could do deals with rifle manufacturers," Wolpow says. Romney never spoke of his reasons, and he did not use his deciding vote to forbid the transactions directly. "He'd raise rhetorical questions," Wolpow says. "'Do you think our investors would like this? Could there be reputational risks for Bain Capital?' And most of the partners agreed with that."

Lucrative tobacco opportunities came and went as well. RJR Nabisco had a leveraged buyout, tobacco-leaf dealer W.A. Adams changed hands in a private sale, and American Brands sold off its tobacco division. Brown & Williamson gave up most of its discount cigarette brands, and a deal for the Miami premium cigarmaker El Credito went begging until a Swedish firm stepped in. Romney stayed far away.

According to Rehnert, "stuff like tobacco or gambling," along with gun companies, had "a personal yuck factor" at the partners' table. "Do you want to make money doing something that feels gross?" he asks. "There was also how investors feel about things. Do you really want to be doing things that you're not proud to talk to your friends and family about, much less investors? At the end of the day, there are a lot of ways to make money, and there was a culture at the firm that people didn't want to make money off other people's misery."

Most of Romney's business partners did not share his Mormon faith, and those interviewed, on and off the record, said they did not know whether or how religion shaped the ethical lines he drew. Robert Gay, believed to be the only fellow member of Romney's church among the early partners, was quoted in Jeff Benedict's The Mormon Way of Doing Business as saying, "I remember literally kneeling down with Mitt at his home and praying about our firm." Gay declined through an intermediary to be interviewed for this story.

When it came to playing by the rules, from tax and labor law to securities regulation, Romney did not regard the boundaries as an ethical question. Former partners describe him as entirely unsentimental: if the law clearly forbade something, he would not do it, but nearly everything else was fair game. Many businesses run into uncertain boundaries now and then, but in private equity the profits are often centrally dependent on financial engineering that guides transactions through tax loopholes and other seams in the law.

For Romney, aggressive use of those tools was routine, and Bain could afford the best lawyers in town. "I've never seen him break the law," and "there are people in our business who go way more into the gray area," says Wolpow. "I think he believed, and I do believe, that as a businessperson, you have the right to push the tax law into the gray area, so long as you are not fraudulent, and to take the risk that the IRS is going to challenge you. And when they do challenge, you negotiate with them as you would with any other party and then settle the dispute in a reasonable manner." Romney's refusal to release more than two years' personal tax returns may stem in part from the political reaction he expects if the creativity of his accounting becomes fully known.

Among Romney's more controversial forays into the legal gray zone involved a department-store merger in 1988 that depended on help from Michael Milken, a notorious Wall Street figure known as the junk-bond king. Romney needed Milken's high-risk, high-yield debt instruments for the transaction, among his most highly leveraged yet, because there was no other way to borrow so much money with the available collateral. He decided to proceed with the deal even after the Securities and Exchange Commission brought insider-trading charges against Milken and his firm, Drexel Burnham Lambert, in September of that year. Because the judge in the SEC case was married to the chairwoman of one of Romney's department stores, the transaction led to conflict-of-interest litigation that delayed a trial for months. (Milken and his firm each eventually pleaded guilty to felony securities violations unconnected to the department-store buyout. He was sentenced to 10 years in prison, and Drexel was forced into bankruptcy.)

Romney's behavior, former SEC official James Coffman told the Boston Globe, "at a minimum reflects a lack of concern about the impact of his financing activities on the administration of justice." Wolpow, who was then at Drexel but was not charged with an offense, says in Romney's defense that "there's no affirmative obligation either in law or in business ethics to stop what you're doing just because there's an investigation." Romney knew it looked bad, but as long as the deal was legal, he had no qualms. Junk bonds enabled his firm to score a $175 million profit with only $10 million of its own capital on the line. In June 2000, not quite three years after Bain Capital cashed out, the debt-laden company, Stage Stores, filed for bankruptcy.

Just as Romney refused to treat legal questions as moral ones, he was matter-of-fact about business decisions that closed factories, crushed unions, outsourced services or threw employees of his companies out of work. Remorseless cost cutting, like aggressive lawyering, was so basic to Bain Capital's livelihood that it could hardly have been otherwise.

Even to ask the question in ethical terms strikes many of Romney's former partners as naive, although none of them care to say so on the record. The purpose of a business is to earn a profit. Paying union workers at inefficient factories for work that can be done more cheaply somewhere else is, by pure capitalist standards, simply irrational. Romney may even have had a fiduciary duty to take harsh measures in the companies he owned in order to advance the interests of his investors. "The job was not creating jobs," says MIT's Anderson. "That was not the goal. The job was to increase the investment that he made ... The by-product may have been in some cases creating jobs. The by-product sometimes was bringing efficiency, which would be not keeping jobs."

In his management-consulting years, Romney and his team used the starkest of images to persuade corporate executives to cut loose unproductive assets. They compared the benefits to "a forest fire--it clears out the detritus even if you lose some animals in the short run," one colleague explained. "We would say to CEOs that all of their different divisions and businesses are like the little hatchlings in a nest," says McCurry, another Bain & Co. colleague. "When the momma bird shows up with a worm, all those little open beaks are down there sending the signal 'Give the worm to me!'" He added, "Where the CEO needs help is to know you can't give everybody what they want."

But here is where Romney's commercial and political worlds began to collide, because deadwood and unfed hatchlings are not images that resonate well with the broader public. Business executives speak of reputational risk, which is another way of saying the public despises some of the things they do for money. The public does not get a vote in the boardroom, but Romney had political ambitions. "You're going to take reputational risk if you're going to amass wealth in a capitalist society, and I believe Mitt had a lot of conflict about that," Wolpow says.

Romney got a taste of the trouble he faced when striking workers from Indiana turned up in Massachusetts during his first run for office, against Senator Ted Kennedy in 1994. Bain Capital had been closing plants and firing hundreds of workers at American Pad & Paper, which faced low-cost competition from Asia. Romney was on a self-granted leave from Bain for the campaign, and when the strikers began telling their stories in Boston, "his initial reaction was, 'Aw, jeez, do we really need to fire these guys right away?'" says an associate with firsthand knowledge. Romney had long before signed on to the plan, and he did not order his partners to change it. In public he said he had tried to save the jobs but was rebuffed.

Randy Johnson, who led the paper union at the time, found Romney's self-defense hard to believe given that Romney was in charge of Bain. "It was destructive, and it hurt people. Don't try to con your way out of it," he says.

There have been times when Romney acknowledged the ruthlessness of the marketplace. Twelve times in No Apology, he embraces "creative destruction," a phrase coined by the economist Joseph Schumpeter to make the case for discarding unproductive jobs and businesses in order to free up capital for innovation. "Creative destruction is unquestionably stressful--on workers, managers, owners, bankers, suppliers, customers and the communities that surround the affected businesses," Romney writes. "The pressures these groups put on political leaders to block game-changing innovations can be intense." But Romney and his aides rarely talk about creative destruction anymore. In a lengthy interview, a top campaign adviser declined to say anything about it on the record.

If Romney was typically allergic to outside financial risk, he could be a shrewd, even daring, inside operator. When Bill Bain first offered Romney the Bain Capital job, the younger man stunned him by turning it down. Romney was a superstar at the consulting firm and did not want to risk his income or his job. Bain later told the New York Times that he had to guarantee Romney's salary and promise that he could return to Bain & Co. if the new venture failed. By the time Romney accepted, "all the risk and investment was basically on my side," Bain said.

Bob White, an old friend and a campaign adviser who joined Romney at Bain Capital, says the change of job was a bold move nonetheless because half the seed money for the new venture belonged personally to the Bain & Co. partners. "If we went out and we lost their money--I don't care what guarantees or what assurances--we were not going to go back to Bain & Co.," White says. "In retrospect it looks like a no-brainer. But at that moment in time it was a big risk for both of us."

By 1991, Romney's investment business was thriving and the sister consulting firm was in desperate financial trouble--ironically because of its own attempt at a leveraged buyout. Bain and his seven co-founders had borrowed more than $200 million on behalf of the company and paid most of it to themselves, in effect cashing out their equity without giving up their controlling stake in the firm. But then business took a downturn, and the company could no longer meet its loan obligations.

Amid enormous tensions among the owners and partners, Bain & Co. turned to Romney, as the only honest broker who had everyone's trust, to right the firm. "There were in my opinion no other candidates," says Thomas Tierney, then the head of the company's San Francisco office.

At one early meeting, a Goldman Sachs partner named Mikael Salovaara told Romney that Bain & Co. did not have even a 5% chance of surviving. Romney began to probe, but Salovaara cut him off. "Why don't you shut up and let me finish talking?" Salovaara said.

"Mitt stood up, Salovaara stood up," says Rehnert, and "I thought I was going to see Mitt get in a fistfight." Friends pulled Romney out of the room. By the end of the day, Romney persuaded Bill Bain to fire Goldman Sachs and give him authority to broker a deal.

Romney summoned Bain & Co.'s 17 top nonequity partners, who brought in most of the business but had never been allowed to see the books. Romney showed them. "This is a crisis that's going to play itself out in days and weeks, not months and years," he said. For three days he kept the partners in a conference room, asking for unanimous consent that he become interim CEO. Then he went to Bain and asked the same.

Romney negotiated write-downs from Bain & Co.'s creditors, telling them they could have 50 on the dollar or stand in line in bankruptcy court. He persuaded the senior partners to take on the firm's remaining debt if the founders would hand over ownership. And then he sought a meeting with Bain, who arrived from a formal dinner in a tuxedo. Romney told Bain that he and the other owners would have to relinquish control of the firm and give back most of the money they had taken out of it.

Bain quivered with emotion, Tierney says, and "his reaction was, 'This is my company. I am not negotiating.'" Still, Romney gave him a day to consider the deal. Bain and his co-founders accepted. Mentor and protg had reversed roles.

High-performing people in their prime tend to hang on to the habits that brought them success. Romney has promised he will do just that if he carries his business expertise to the Oval Office.

No career can fully prepare you for the incomparable responsibilities of the presidency, but Romney's business record displays qualities that nearly anyone would want to see in the White House. He has been a sharp judge of managerial and analytic talent, recruiting and holding the loyalties of able people in his investment firm and in the companies he bought. He could not have succeeded in management consulting or private equity without considerable skills as a strategist, salesman and negotiator. Romney's accomplishments demonstrate "a very high level of intelligence, an ability to size up the situation and put the pieces together, to see the big picture, where they're trying to go and what they're trying to accomplish," says Margaret Blair, a Vanderbilt Law School economist who teaches management law. "Those are good things that would serve a person well who is trying to be the President."

Yet there are habits of Romney's business career "that I think don't translate at all," she says. "If you walk in the door and you're from the private-equity firm that has just bought the controlling interest in some company, you literally own the place. You can tell people what to do, and they'll do it. That's not the way politics works."

Romney guided Bain Capital through its stratospheric rise with an extraordinarily selective approach to problem solving. He and his partners did not have to concern themselves with the whole wide world of corporate transactions. Even as a multibillion-dollar company in its later years, Bain Capital needed only a few big wins to earn its high returns. Romney learned to filter out most of the files that reached his desk, directing his attention to the fraction that showed the most promise and lowest risk.

To do all that well is very far from easy, but that is not the province of a Commander in Chief. Only the hardest problems head to the Oval Office, many of them with high stakes, high risks, ambiguous evidence and only imperfect outcomes. The problems come in twos and threes and tens, allowing little uninterrupted time for deep reflection. And a President can sidestep very few of them, however unattractive the odds of success.

Bob White, a longtime partner who now serves as one of Romney's closest campaign advisers, believes otherwise. "In business you can walk away from some things, but you can't when you're governor, and you can't when the Olympics needed to be put on," White says. "He did work in private equity and was involved in lots of companies, but then he's taken all that he has learned and applied it elsewhere and succeeded under enormous pressure in turnaround situations again and again."

The question facing voters is whether they believe Romney's skills as a businessman can transfer and help him succeed in the less empirical realm of politics.

Jody Baumgartner, a scholar of the presidency at East Carolina University, discounts "the myth that's grown up in the last couple of decades that good executives or good businesspeople will necessarily make good political leaders." Managerial experience, he says, is not the same as political leadership, relationship building in Congress or the crucial ability to read and shape the public mood. "Some of Romney's business skills might be helpful, but business is not politics, and politics is not business. Otherwise, we'd have the same word for it."


















ステイプルズへの投資については、ロムニーが選挙戦で試金石にしているものだが、彼とその政治チームは、飛躍を遂げるために必要な洞察力、決断力そして勇気から得られた成功物語を語る。彼等の説明によれば、スーパーマーケットの重役トム・ステンバーグは大きな話をもちかけて、ロムニーは誰もが考え付かないところに可能性を見た。当時創立2年目のロムニーの投資会社は、選挙用サイトによると、ステイプルズに投資して「成長するチャンスを与えた」という。ロムニーのTVコマーシャルの幾つかには、彼が創設した会社を売り込むスクリプトにお馴染みの赤いステイプルズのロゴが重なる。「私が話したほとんどの人たちは、上手くいかないと考えました」とロムニーは2010年に書いた選挙運動の手記「私は間違っていない:No Apology」に書いている。「しかし彼等は間違っていました。今ステイプルズはトムがきっとそうなると夢見たものになっているのです」



















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