UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 11-K
x
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Fiscal Year Ended December 31, 2009
OR
o
TRANSITION
REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the transition period
from to
Commission
File Number 1-14472
Cornell
Companies, Inc. 401(k) Profit Sharing Plan
CORNELL
COMPANIES, INC.
(Exact name of
registrant as specified in its charter)
Delaware
|
|
76-0433642
|
(State or other
jurisdiction
|
|
(I.R.S. Employer
|
of incorporation
or organization)
|
|
Identification
No.)
|
|
|
|
1700
West Loop South, Suite 1500, Houston, Texas
|
|
77027
|
(Address of
Principal Executive Offices)
|
|
(Zip Code)
|
Registrants
telephone number, including area code:
(713)
623-0790
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and
Administrator of
Cornell Companies, Inc.
401(k) Profit Sharing Plan:
In our opinion, the
accompanying statement of net assets available for benefits and the related
statement of changes in net assets available for benefits present fairly, in
all material respects, the net assets available for benefits of Cornell
Companies, Inc. 401(k) Profit Sharing Plan (the Plan) at December 31,
2009 and 2008 and the changes in net assets available for benefits for the year
ended December 31, 2009 in conformity with accounting principles generally
accepted in the United States of America. These financial statements are
the responsibility of the Plans management; our responsibility is to express
an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
Our audits were conducted
for the purpose of forming an opinion on the basic financial statements taken
as a whole. The supplemental schedule of assets (held at end of year) as
of December 31, 2009 and the supplemental schedule of delinquent
participant contributions for the year ended December 31, 2009, are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by
the Department of Labors Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules are the responsibility of the Plans management.
The supplemental schedules are subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
LJ Mosby, P.C.
Houston, Texas
June 8, 2010
2
CORNELL COMPANIES,
INC. 401(k) PROFIT SHARING PLAN
STATEMENTS OF NET
ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2009
AND 2008
|
|
2009
|
|
2008
|
|
ASSETS:
|
|
|
|
|
|
Investments
(at fair value)
|
|
$
|
30,397,042
|
|
$
|
23,316,376
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
Employee
contributions
|
|
74,429
|
|
|
|
Employer
contributions
|
|
30,722
|
|
|
|
Due
from brokers
|
|
68,515
|
|
|
|
Total
receivables
|
|
173,666
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
30,570,708
|
|
23,316,376
|
|
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
|
Corrective
distributions payable
|
|
(191,142
|
)
|
(96,697
|
)
|
Due
to brokers
|
|
(9,579
|
)
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
(200,721
|
)
|
(96,697
|
)
|
|
|
|
|
|
|
NET
ASSETS AVAILABLE FOR PLAN BENEFITS
|
|
$
|
30,369,987
|
|
$
|
23,219,679
|
|
The accompanying
notes are an integral part of these financial statements.
3
CORNELL COMPANIES,
INC. 401(k) PROFIT SHARING PLAN
STATEMENT OF
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED
DECEMBER 31, 2009
|
|
2009
|
|
|
|
|
|
ADDITIONS:
|
|
|
|
Net appreciation
in fair value of investments
|
|
$
|
4,234,602
|
|
Dividends
|
|
265,103
|
|
Interest
|
|
79,382
|
|
Other
income
|
|
48,967
|
|
Employee
contributions
|
|
4,609,332
|
|
Employer
contributions
|
|
1,696,141
|
|
Employee
rollover contributions
|
|
83,904
|
|
|
|
|
|
Total
additions
|
|
11,017,431
|
|
|
|
|
|
DEDUCTIONS:
|
|
|
|
Benefit
payments and withdrawals
|
|
3,497,911
|
|
Corrective
distributions
|
|
192,614
|
|
Plan
expenses
|
|
176,598
|
|
|
|
|
|
Total
deductions
|
|
3,867,123
|
|
|
|
|
|
DECREASE
IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
|
|
7,150,308
|
|
|
|
|
|
NET
ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR
|
|
23,219,679
|
|
|
|
|
|
NET
ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR
|
|
$
|
30,369,987
|
|
The accompanying
notes are an integral part of these financial statements.
4
CORNELL COMPANIES,
INC. 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL
STATEMENTS
DECEMBER 31, 2009
AND 2008
1.
DESCRIPTION OF THE PLAN
General
The Cornell Companies, Inc.
401(k) Profit Sharing Plan (the Plan) was established on January 1,
1993, and is a defined contribution plan in which generally all employees of
Cornell Companies, Inc., and its subsidiaries (the Company), are eligible
to participate. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA). The following
description of the Plan provides only general information. Participants
should refer to the Plan agreement for a more complete description of the Plans
provisions.
Plan Administration and
Trustee
The Company is the Plans
administrator and trustee. The board of directors of the Company appoints
an individual to be responsible for the administration of the Plan.
Effective October 11, 2002, the Company appointed Reliance Trust Company
as the Plans asset custodian and DailyAccess Corporation as the Plans record
keeper.
Eligibility and
Contributions
Effective September 1,
2000, all employees except leased employees are eligible to participate in the
Plan with no service requirements and can enroll in the Plan immediately.
Prior to September 1, 2000, all employees, except leased employees, who
had completed one year of service were eligible to participate in the Plan and
could enroll in the Plan quarterly.
Employees may elect to
contribute from 1 percent to 20 percent of their compensation, as defined, up
to the maximum allowed under Internal Revenue Service (IRS) guidelines.
The Company makes matching contributions equal to 50 percent of the
participants elective deferrals for the Plan year up to 6 percent of the
participants eligible compensation. Participant rollover contributions
from other qualified plans are allowed under the Plan.
Participant Accounts and
Investment Options
Each participating
employees share of the net assets of the Plan is segregated in an individual
account. Participants exercise control over the types of investments made
on their behalf, provided that such investments shall be invested only in
investment funds designated by the Plan sponsor. Each participant may
elect to invest his/her contribution and the Companys contributions made on
the participants behalf in any one or more of the investment funds.
Participants can direct the investment on their individual accounts among a
number of mutual funds and a Cornell Unitized Stock Fund. Investment
income or loss is allocated daily to a participants account in the same ratio
as the participants investment in each fund bears to the total of all
participants investments in each fund.
Vesting
All participant
contributions are 100 percent vested and nonforfeitable at all times.
Participants become vested in the Companys contributions to the Plan as
follows:
|
|
Hired Before 9/1/00
|
|
Hired After 8/31/00
|
|
Years of Service
|
|
Vested Percent
|
|
Vested Percent
|
|
|
|
|
|
|
|
1
|
|
0
|
%
|
0
|
%
|
2
|
|
20
|
%
|
0
|
%
|
3
|
|
100
|
%
|
100
|
%
|
5
Loans
A participant may borrow
from the Plan up to the lesser of $50,000 or 50 percent of the participants
vested account balance with a minimum loan requirement of $1,000. The
loans are collateralized by the participants vested account balance.
Interest is charged at the current commercial lending rate and is credited to
the participants account. The participant is entitled to no more than
one loan concurrently.
Payment of Benefits
Benefits are payable to a
participant upon separation from service, total and permanent disability,
reaching age 59 ½, retirement or death in accordance with the aforementioned
vesting schedule. In addition, hardship distributions are permitted if
certain Plan provisions are met. Distributions are made in the form of
lump-sum payments. No other optional form of payment is available.
Effective September 1, 2000, an early retirement option was added to the
Plan. Upon completion of five years of service and attained age 55, a
participant may elect to retire from the Company and begin receiving benefits.
Also, a participant who
has attained the normal retirement age and who has not separated from service
may receive a distribution of his or her vested account balance.
Forfeitures
Forfeitures of any
Company contributions are to be used either to reduce the Companys
contributions to the Plan or to pay the expenses of the Plan. As of December 31,
2009 and 2008, $171,460 and $108,772, respectively, of forfeitures are included
in net assets available for benefits. In 2009, $101,817 of forfeitures
were utilized by the Company to pay the expenses of the Plan and $150,611 of
forfeitures were used to reduce Company contributions.
Plan Termination
The Company currently intends
to continue the Plan for the benefit of its employees but reserves the right to
discontinue contributions and/or terminate the Plan, subject to the provisions
of ERISA. In the event of a complete termination of the Plan, the
affected participants shall be fully vested in all amounts allocated to their
accounts, and such amounts shall be nonforfeitable.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements
of the Plan are prepared on the accrual basis of accounting. Benefit
payments are recorded when paid.
Use of Estimates
The preparation of the
financial statements in conformity with accounting principles generally
accepted in the United States requires the Plans management to use estimates
and assumptions that affect the accompanying financial statements and
disclosures. Actual results could differ from those estimates.
Valuation of Investments
Investments in mutual
funds are stated at fair value based on published market prices. The
Cornell Unitized Stock Fund reflects the value of cash and Company common stock
held by that fund, with the Company common stock being valued at its quoted
market price. Participant loans are valued at cost which approximates
fair value. Purchases and sales are recorded on a trade-date basis.
Realized gains (losses) on the sale of mutual funds and common stock and
unrealized appreciation (depreciation) in fair value of mutual funds and common
stock are shown as net appreciation (depreciation) in fair value of investments
in the statement of changes in net assets available for plan benefits. Interest
income is recorded as earned and dividends are recorded on the ex-dividend
date.
Financial Accounting
Standards Board Staff Position (FSP) AAG INV-1 and the American Institute of
Certified Public Accountants Statement of Position (SOP) 94-4-1 requires that
plans holding stable value investments as defined in the pronouncement present
those investments at contract value, rather than fair value. The Plan does not
hold any investments that meet this definition of stable value investments.
6
Expenses
Administrative and other
expenses of the Plan are generally paid from Plan forfeitures. Plan
expenses related to loan and withdrawal transactions are paid by the
participants from their account balances. Plan related expenses paid
directly by the Company in 2009 were not significant.
Fair
Value Measurements
Financial Accounting
Standards Board Statement No. 157,
Fair
Value Measurements
(FASB Statement No. 157), establishes a
framework for measuring fair value. That framework provides a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (level 1
measurements) and the lowest priority to unobservable inputs (level 3
measurements). The three levels of the fair value hierarchy under FASB
Statement No. 157 are described below:
Level
1
Inputs to the valuation methodology are
unadjusted quoted prices for identical assets or liabilities in active markets
that the Plan has the ability to access.
Level
2
Inputs to the valuation methodology
include:
·
Quoted prices for similar assets or
liabilities in active markets;
·
Quoted prices for identical or similar
assets or liabilities in inactive markets;
·
Inputs other than quoted prices that are
observable for the asset or liability;
·
Inputs that are derived principally from
or corroborated by observable market data by correlation or other means.
If the asset or liability
has a specified (contractual) term, the Level 2 input must be observable for
substantially the full term of the asset or liability.
Level
3
Inputs to the valuation methodology are
unobservable and significant to the fair value measurement.
The assets or liabilitys
fair value measurement level within the fair value hierarchy is based on the
lowest level of any input that is significant to the fair value
measurement. Valuation techniques used need to maximize the use of
observable inputs and minimize the use of unobservable inputs.
Following is a
description of the valuation methodologies used for assets measured at fair
value. There have been no changes in the methodologies used at December 31,
2009 and 2008.
Mutual
funds:
Valued at the net asset value (NAV) of shares held by the plan at year end,
which are available in actively traded markets.
Money
market funds
:
Valued at cost which is equivalent to fair value.
Cornell
Unitized Stock Fund
:
Valued based upon published market prices for the Companys common stock in an
actively traded market, plus the value of cash held within the Fund.
Participant
loans:
Valued at amortized cost, which approximates fair value based upon discounted
cash flow models and underlying asset security positions.
The methods described
above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while
the Plan believes its valuation methods are appropriate and consistent with
other market participants, the use of different methodologies or assumptions to
determine the fair value of certain financial instruments could result in a
different fair value measurement at the reporting date.
7
The following table sets
forth by level, within the fair value hierarchy, the Plans assets at fair
value as of December 31, 2009:
Assets
at Fair Value as of December 31, 2009
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Mutual
funds
|
|
$
|
16,954,372
|
|
$
|
|
|
$
|
|
|
$
|
16,954,372
|
|
Money
market funds
|
|
10,432,656
|
|
|
|
|
|
10,432,656
|
|
Cornell
Unitized Stock Fund
|
|
1,437,754
|
|
|
|
|
|
1,437,754
|
|
Cash
|
|
18,167
|
|
|
|
|
|
18,167
|
|
Participant
loans
|
|
|
|
1,554,093
|
|
|
|
1,554,093
|
|
Total
assets at fair value
|
|
$
|
28,842,949
|
|
$
|
1,554,093
|
|
$
|
|
|
$
|
30,397,042
|
|
The following table sets
forth by level, within the fair value hierarchy, the Plans assets at fair
value as of December 31, 2008:
Assets
at Fair Value as of December 31, 2008
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Mutual
funds
|
|
$
|
10,493,327
|
|
$
|
|
|
$
|
|
|
$
|
10,493,327
|
|
Money
market funds
|
|
10,490,804
|
|
|
|
|
|
10,490,804
|
|
Cornell
Unitized Stock Fund
|
|
1,103,987
|
|
|
|
|
|
1,103,987
|
|
Cash
|
|
13,898
|
|
|
|
|
|
13,898
|
|
Participant
loans
|
|
|
|
1,214,360
|
|
|
|
1,214,360
|
|
Total
assets at fair value
|
|
$
|
22,102,016
|
|
$
|
1,214,360
|
|
$
|
|
|
$
|
23,316,376
|
|
3.
RISKS AND UNCERTAINTIES
The Plan provides for
investment in mutual funds and Company common stock. Investment
securities, in general, are exposed to various risks, such as interest rate,
credit and overall market volatility risk. Due to the level of risk
associated with certain investment securities, it is reasonably possible that
changes in the values of investment securities will occur in the near term.
Financial markets have experienced substantial volatility due to liquidity and
economic concerns, resulting in more significant and more rapid changes in
values of investment securities.
4.
INVESTMENTS
Individual investments
that exceed 5 percent of net assets available for benefits at December 31,
2009 and 2008 are as follows:
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
PIMCO
Money Market Fund
|
|
$
|
10,432,656
|
|
$
|
10,490,804
|
|
Allianz
NFJ Small Cap Value Fund
|
|
1,892,441
|
|
1,527,715
|
|
John
Hancock Large Cap Equity Fund
|
|
2,882,131
|
|
2,241,613
|
|
Janus
Advisor International Growth - S
|
|
3,386,372
|
|
1,928,051
|
|
Pacific
Life Model C - Moderate
|
|
5,166,449
|
|
2,419,439
|
|
Participant
Loans
|
|
1,554,093
|
|
1,214,360
|
|
|
|
|
|
|
|
|
|
5.
FEDERAL INCOME TAXES
Effective January 1,
1993, the Company adopted the Cornell Companies, Inc. 401(k) Profit
Sharing Plan (the Plan). The Plan received a favorable determination letter on March 8,
1994. The Plan has since been amended; however, the Company believes that
the Plan is being operated in compliance with the applicable requirements of
the Internal Revenue Code of 1986, as amended. Therefore, the Company
believes that the Plan was qualified and the related trust was tax-exempt as of
December 31, 2009 and 2008.
8
6.
CORRECTIVE DISTRIBUTIONS PAYABLE
The Plan is subject to
certain compliance requirements of non-discrimination rules under ERISA
and IRS guidelines. For the Plan years ended December 31, 2009 and
2008, the Plan failed certain of these non-discrimination tests due to lower
levels of contribution participation by non-highly compensated eligible Plan
participants. The Plan has recorded corrective distributions payable of
$191,142 and $96,697 at December 31, 2009 and 2008, respectively, in the
statement of net assets available for benefits to reflect the appropriate
refund of a portion of the contributions made by highly compensated
participants in order to comply with non-discrimination requirements. As
a result of the corrective distribution, employer matching contributions
attributable to refunds are forfeited to the Plans Trust.
7.
PARTY-IN-INTEREST TRANSACTIONS
Participants may invest
in the common stock of the Company through the Cornell Unitized Stock
Fund. The Company is the sponsor of the Plan and, therefore, these
transactions qualify as party-in-interest transactions. Loans to participants
also qualify as party-in-interest transactions. Certain administrative expenses
of the Plan are paid by the Company. The Company also provides certain
administrative services to the Plan without compensation. These transactions
are permitted under provisions of ERISA.
8.
RECONCILIATION TO FORM 5500
Following is a
reconciliation of amounts reported in these financial statements to amounts
reported in the Form 5500 for 2009 and 2008.
Corrective
distributions for 2009 per the statement of changes in net assets
|
|
$
|
192,614
|
|
Corrective
distributions accrued in 2008 financial statements, but not in Form 5500
|
|
96,697
|
|
Corrective
distributions for 2009 per Form 5500 Line 2f
|
|
$
|
289,311
|
|
|
|
|
|
Corrective
distributions payable at December 31, 2008 per financial statements
|
|
$
|
96,697
|
|
Corrective
distributions accrued in financial statements but not Form 5500
|
|
(96,697
|
)
|
Benefit
claims payable at December 31, 2008 per Form 5500
|
|
$
|
0
|
|
9.
SUBSEQUENT EVENT
On April 19, 2010,
Cornell Companies, Inc., the Plan Sponsor, (the Company), announced that
the Company entered into an Agreement and Plan of Merger (the Merger Agreement)
with The GEO Group, Inc., (GEO), pursuant to which GEO will acquire the
Company. Pursuant to the terms of the Merger Agreement, which have been
approved by the board of directors of the Company, the Company would become a
wholly owned subsidiary of GEO.
Under the terms and
conditions of the Merger Agreement, the Companys stockholders may elect to
receive either (x) 1.30 shares of GEO common stock (the Stock
Consideration) or (y) an amount of cash consideration (the Cash
Consideration) equal to the greater of (i) the fair market value of one
share of GEO common stock plus $6.00 or (ii) the fair market value of 1.3
shares of GEO common stock. In order to preserve the tax-deferred treatment of
the merger, no more than 20% of the outstanding shares of the common stock of
the Company may be exchanged for the Cash Consideration. If elections are made
such that the aggregate cash consideration to be received by Cornell
stockholders would exceed $100 million in the aggregate, such excess
amount may be paid at the election of GEO in shares of GEO common stock or in
cash. Shares of the Company held on behalf of participants through the Plan are
also subject to the terms of the Merger Agreement.
The Merger Agreement
contains customary representations and warranties of the parties. The merger is
expected to close in the third quarter of 2010 and consummation of the merger
is subject to a number of conditions, including, but not limited to (i) the
approval of the Merger Agreement by the stockholders of the Company; (ii) the
approval of the issuance of the shares of GEO common stock in connection with
the transaction by the shareholders of GEO; (iii) effectiveness of a
Registration Statement on Form S-4 in connection with the transaction; and
(iv) expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Merger
Agreement contains certain termination rights.
GEO may elect to
continue, merge or terminate the Plan in connection with or after the consummation
of the merger.
9
CORNELL COMPANIES,
INC. 401(k) PROFIT SHARING PLAN
SCHEDULE H, LINE
4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31,
2009
|
|
Number of
|
|
|
|
Current
|
|
Identity of Issue/Description of Asset
|
|
Shares/Units
|
|
Cost
|
|
Value
|
|
|
|
|
|
|
|
|
|
Cash
|
|
18,167
|
|
(a)
|
|
$
|
18,167
|
|
Money
Market Funds:
|
|
|
|
|
|
|
|
PIMCO
Money Market Fund
|
|
10,432,656
|
|
(a)
|
|
10,432,656
|
|
Mutual
Funds:
|
|
|
|
|
|
|
|
ALLIANZ
NFJ Small Cap Value Fund
|
|
81,606
|
|
(a)
|
|
1,892,441
|
|
Fidelity
Spartan 500 Index Fund
|
|
3,002
|
|
(a)
|
|
230,894
|
|
John
Hancock Large Cap Equity Fund
|
|
125,147
|
|
(a)
|
|
2,882,131
|
|
John
Hancock Strategic Income Fund
|
|
211,626
|
|
(a)
|
|
1,329,011
|
|
Goldman
Sachs Midcap Value
|
|
44,761
|
|
(a)
|
|
1,297,183
|
|
Pacific
Life Model E - Aggressive
|
|
55,442
|
|
(a)
|
|
563,293
|
|
Pacific
Life Model C - Moderate
|
|
496,297
|
|
(a)
|
|
5,166,449
|
|
Pacific
Life Model A - Conservative
|
|
20,415
|
|
(a)
|
|
206,598
|
|
Janus
Advisor International Growth - S
|
|
79,717
|
|
(a)
|
|
3,386,372
|
|
Company
Stock:
|
|
|
|
|
|
|
|
Cornell
Unitized Stock Fund*
|
|
43,068
|
|
(a)
|
|
1,437,754
|
|
|
|
|
|
|
|
|
|
Participant
Loans* (interest rates ranging from 5.00% to 11.50%)
|
|
|
|
(a)
|
|
1,554,093
|
|
|
|
|
|
|
|
$
|
30,397,042
|
|
*
Indicates party-in-interest.
(a)
cost omitted for participant-directed investments.
See
Report of Independent Registered Public Accounting Firm
10
SIGNATURES
The
Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
CORNELL
COMPANIES, INC. 401(k) PROFIT SHARING PLAN
|
|
|
|
|
|
|
Date: June 10, 2010
|
By:
|
/s/ PATRICK N. PERRIN
|
|
|
Patrick N. Perrin
|
|
|
Sr. V.P., Chief
Administrative Officer and Plan Coordinator for Cornell Companies, Inc.
|
11
INDEX
TO EXHIBITS
Exhibit
Number
|
|
|
|
|
|
23.1
|
|
Consent of Independent
Registered Public Accounting Firm LJ Mosby, P.C.
|
12
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