BKRBaker Hughes
Baker Hughes Company ("Baker Hughes," "the Company," "we," "us," or "our") is an energy technology company with a diversified portfolio of technologies and services that span the energy and industrial value chain. 10-K, Item 1
- Employees
- 56,000
- Headquarters
- Houston, TX
- CEO
- Lorenzo Simonelli
- Next results
- around Jan 25, 2027
20 paragraphs in Risk Factors of the 10-K filed Feb 5, 2026 with nothing like them in the 10-K filed Feb 4, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 19 Energy companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
carbon economy has become increasingly uncertain and variable across different regions and markets. Recent developments indicate a potential slowdown in energy transition efforts, with sustained or increased demand for traditional oil and gas in certain markets.
These shifts may result from various factors, including changes in government policies and priorities, economic pressures, energy security concerns, and evolving consumer and industrial demand patterns. Such changes could include the delay, modification or reversal of climate change-related regulations and initiatives; slower-than-anticipated adoption of renewable energy technologies; continued or increased reliance on oil and natural gas as primary energy sources; and reduced near-term demand from consumers and industry for lower-emission products and services.
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Furthermore, the uncertainty and variability in energy transition timelines across different regions may make it difficult to optimize our portfolio and resource allocation decisions. Our ability to achieve our strategic objectives and financial targets depends on accurately anticipating market demand across both traditional and emerging energy solutions, and a mismatch between our strategic positioning and actual market conditions could materially impact our financial performance and access to capital.
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Our proposed transaction with Chart creates business, regulatory, and reputational risks.
On July 28, 2025, we entered into a merger agreement with Chart, which sets forth the terms of our proposed transaction. The proposed transaction with Chart entails important risks, including, among others: the expected timing and likelihood of completion of the proposed transaction; the timing, receipt and terms and conditions of any required governmental and regulatory clearance of the proposed transaction; the effect of any potential conditions imposed by regulators in connection with the approval of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and the payment of a termination fee; the outcome of any legal proceedings that have been instituted and may in the future be instituted against the parties and others following announcement of the merger agreement and proposed transaction; the inability to consummate the proposed transaction due to the failure to satisfy other conditions to complete the proposed transaction; risks that the proposed transaction disrupts our current plans and operations; the ability to identify and recognize, including on the expected timeline, the anticipated benefits of the proposed transaction, including anticipated total shareholder return, revenue and Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") expectations and synergies; the amount of the costs, fees, expenses and charges related to the proposed transaction; our ability to successfully integrate Chart into our businesses and related operations, including our associates, and realize expected operations benefits, at the times and to the extent anticipated; the risk that results are different from those contained in forecasts when made; the risk that transaction and/or integration costs or dis-synergies are greater than expected, including as a result of conditions regulators put on any approvals of the proposed transaction; the potential effect of the announcement and/or consummation of the proposed transaction on relationships, including with associates, suppliers and competitors; our ability to maintain our current credit rating; the risk that management's attention is diverted from other matters; risks related to the potential effect of general economic, political and market factors, including changes in the financial markets; the risk of adverse effects on the market price of our or Chart's securities or on our or Chart's operating results for any reason; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and other risks described in our filings with the SEC.
We may not be able to realize the potential financial or strategic benefits of the transactions we complete, or find suitable target businesses to acquire.
From time to time, we have acquired and may in the future acquire or invest in businesses or partnerships that we believe could complement our business or offer growth opportunities. We expect to make additional acquisitions and strategic investments in the future but may not find suitable targets, or we may not be able to consummate such transactions due to, among other things, financial constraints, unfavorable credit markets, commercially unacceptable terms, failure to obtain regulatory approvals, and competitive bid dynamics or other risks, which could harm our operating results. The pursuit and integration of such acquisitions or investments may divert management's attention and cause us to incur various expenses. Acquisitions and investments may not perform as expected, be integrated as successfully as we anticipate or cause us to assume unrecognized or underestimated liabilities. These activities are complex, costly and time-consuming and pose a number of risks. Any delays or issues encountered in these activities could have an adverse effect on our financial condition.
We may in the future divest certain product lines that no longer fit our long-term strategies. Divestitures may adversely impact our business, operating results and financial condition if we are unable to achieve the anticipated benefits or cost savings from such divestitures, or if we are unable to offset impacts from the loss of revenue associated with the divested product lines. Further, whether such divestitures are ultimately consummated or not, their pendency could have a number of negative effects on our current business, including disrupting our regular operations and increasing our costs. It could also disrupt existing business relationships, make it harder to develop new business relationships, or otherwise negatively impact the way that we operate our business.
If we do not manage the foregoing risks, the transactions that we complete or are unable to complete may harm our brand and adversely affect our business, financial condition, and results of operations.
Similar paragraph at 1 of 19 other Energy companies: APARead in the 10-K ↗
corruption requirements could expose us to sanctions and civil and criminal prosecution, fines and penalties, as well as legal expenses and reputational harm that could negatively impact our relationships with customers, regulators, and other stakeholders.
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On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted, introducing broad changes to the U.S. tax code, including modifications to federal income tax provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others taking effect in later years. The aggregate impact of the OBBBA remains uncertain. We will continue to monitor future developments, including regulatory guidance and interpretations, which could have a material impact on our business, financial condition and results of operations.
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Recent changes in U.S. administrative policy, including increases in tariffs and any changes in international trade relations or trade agreements, may have an adverse effect on our business.
There is continued uncertainty about the future relationship between the U.S. and various other countries with respect to tariffs, trade policies, government regulations, treaties and trade agreements. Recent changes in U.S. administrative policy have led to significant increases in tariffs on goods imported into the U.S., particularly tariffs on products manufactured in Europe, Mexico and China. These tariffs, and additional proposed tariffs or other restrictive changes, have resulted, and may further result, in retaliatory trade measures in response to such actions and ongoing uncertainty regarding existing trade agreements and greater restrictions on free trade generally, among other possible changes. Further governmental action related to tariffs or international trade agreements, a trade war, changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently manufacture and sell products, and any resulting negative sentiments towards the U.S. as a result of such changes, would likely have an adverse effect on our business, financial condition or results of operations. To the extent that we incur incremental tariffs, we may need to recover such tariffs from our customers, and there is no guarantee such recoveries will occur.
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The technical complexities of our operations expose us to a wide range of significant health, safety and environmental risks and we are from time to time subject to litigation in the U.S. and in foreign countries, for
Similar paragraph at 1 of 19 other Energy companies: VLORead in the 10-K ↗
In the United States, the U.S. Environmental Protection Agency ("EPA") has taken steps to regulate GHG emissions as air pollutants under the U.S. Clean Air Act of 1970, as amended. The EPA's Greenhouse Gas Reporting Rule requires monitoring and reporting of GHG emissions from, among others, certain mobile and stationary GHG emission sources in the oil and natural gas industry. In 2024, the EPA released a final rule expanding the scope of the reporting rule; however, the current administration has taken steps to reconsider these rules. In March 2025, the EPA released a final rule to extend 2025 reporting deadlines and in September 2025,
proposed a rulemaking to remove and/or suspend program obligations applicable to various industry sectors. Newly enacted GHG emissions disclosure requirements and subsequent reconsiderations have been and likely will continue to be subject to ongoing legal challenges in the U.S. which may delay the implementation or enforcement of such rules. Although a reduction in GHG reporting obligations in the U.S. may be possible at the federal level in the short-term, with changing administrations and increased regulation by certain states, including California and New York, long-term regulatory trends suggest that regulation of GHG emissions in the United States is likely to increase over time. Further, regulatory requirements for sustainability reporting, including GHG emissions, are expanding internationally, including in the European Union and Australia.
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1 more
We may use AI, machine learning, data science and similar technologies in our business, products and services, and challenges with properly managing such technologies could result in reputational harm, competitive harm or legal liability, and adversely affect our business, financial condition and results of operations.
AI, machine learning, data science and similar technologies, including third-party AI tools, may be enabled by, or integrated into, some of our business processes and solutions. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed or biased. Datasets used to train or develop AI systems may be insufficient, of inferior quality, or contain biased, incorrect or incomplete information. The utilization of AI may increase our risk and liability exposure relating to confidentiality, intellectual property infringement, and client use restrictions. Our AI governance review process and safeguards may not be adequate to protect against these risks and challenges.
Additionally, the laws and regulations concerning the use of AI continue to evolve. If the use or integration of AI systems, or the outputs generated by such systems, were determined to be non-compliant (e.g., in relation to AI statutory regimes, data privacy rights or in relation to the use of AI for certain activities or use cases), this may expose us to regulatory action or litigation. It is possible that emerging regulations or changes to intellectual property laws may limit or block the use of AI in our business or otherwise impose restrictions that may adversely affect the efficiency of our business processes or solutions that were utilizing AI technologies.
Our competitors or other third parties may incorporate AI into their product and service offerings more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our business, financial condition and results of operations.
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New in the latest 10-Q
36 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like them in the 10-Q filed Jul 27, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Nine Months Ended September 30, (In millions) 2026 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Cash flows from operating activities: Net income $ 2,042 $ 1,737 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 1,192 861 Stock-based compensation cost 159 153 Change in fair value of equity securities (81) 29 Gain on business dispositions (697) — (Benefit) provision for deferred income taxes (186) (44) Changes in operating assets and liabilities: Current receivables (572) 513 Inventories (166) 37 Accounts payable 81 (335) Progress collections and deferred income 1,501 (486) Contract and other deferred assets (494) 237 Other operating items, net 71 (554) Net cash flows provided by operating activities 2,850 2,148 Cash flows from investing activities: Expenditures for capital assets (907) (896) Proceeds from disposal of assets 145 139 Net cash paid for acquisitions (14,150) (800) Proceeds from business dispositions 1,450 — Other investing items, net 60 (94) Net cash flows used in investing activities (13,402) (1,651) Cash flows from financing activities: Proceeds from issuance of long-term debt 11,885 — Dividends paid (684) (683) Repurchase of Class A common stock — (384) Other financing items, net (296) (157) Net cash flows provided by (used in) financing activities 10,905 (1,224) Effect of currency exchange rate changes on cash and cash equivalents — 56 Increase (decrease) in cash and cash equivalents 353 (671) Cash and cash equivalents, beginning of period 3,715 3,364 Cash and cash equivalents, end of period $ 4,068 $ 2,693 Supplemental cash flows disclosures: Income taxes paid, net of refunds $ 669 $ 754 Interest paid $ 307 $ 197
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On July 16, 2026, Baker Hughes completed its previously announced acquisition of Chart Industries, Inc. ("Chart"). The results of operations of the acquired business have been included in the Company's condensed consolidated financial statements from the acquisition date. The acquisition has been accounted for as a business combination in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805. Refer to "Note 2. Business Acquisitions" for additional information.
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On July 16, 2026, the Company acquired 100 % of the equity interests of Chart, a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling across a broad range of industrial and energy end markets. Chart’s products and solutions serve a range of sectors, including gas infrastructure, nuclear and geothermal energy, data centers, carbon capture and storage, space, and other high-growth industrial markets.
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The Company accounts for business combinations in accordance with ASC 805, Business Combinations ("ASC 805"), using the acquisition method of accounting. Identifiable assets acquired and liabilities assumed are recognized at their acquisition-date fair values, with any excess of the consideration transferred over the fair value of the net assets acquired recorded as goodwill. The determination of fair values requires management to make significant estimates and assumptions. When the initial accounting for a business combination is incomplete, provisional amounts are recorded and may be adjusted during the measurement period, not to exceed one year from the acquisition date. Acquisition-related costs are expensed as incurred. During the measurement period, the Company may revise provisional amounts as additional information becomes available regarding facts and circumstances that existed as of the acquisition date.
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Cash paid to Chart shareholders $ 10,054 Plus: Cash paid to settle Chart's third-party debt 4,451 Plus: Cash paid to terminate the Flowserve-Chart merger during 2025 258 Plus: Other consideration for stock-based awards 46 Total consideration $ 14,809
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The following table sets forth the allocation of the merger consideration to the fair value of the identifiable assets acquired and liabilities assumed based on Chart’s balance sheet as of July 16, 2026:
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The purchase price allocation is preliminary and may be revised during the measurement period as the Company completes its analysis of the acquisition-date fair values of assets acquired and liabilities assumed.
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The goodwill recognized principally represents the anticipated synergies that are expected to be realized as a result of combining the Chart operations with those of Baker Hughes. The goodwill recognized is not deductible for tax purposes.
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The following unaudited pro forma financial information presents the combined results of Baker Hughes and Chart as if the acquisition had been completed on January 1, 2025. The unaudited pro forma combined financial information has been derived from the historical consolidated financial statements of the Company and Chart and include certain policy alignments, estimates, and assumptions made by management. The unaudited pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results that would have occurred had the acquisition been completed on the aforementioned date, nor is it indicative of future operating results.
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(1) The termination fee related to the Flowserve-Chart merger previously recorded in Chart's net income was removed from the pro forma net income as it was paid by Baker Hughes and included in the purchase consideration.
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The inventory balance includes $ 958 million added as a result of the Chart acquisition. See "Note 2. Business Acquisitions" for additional information.
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Property, plant and equipment ("PP&E") consist of the following at September 30, 2026 and December 31, 2025:
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The following table summarizes the fair values assigned to PP&E acquired in connection with the Chart acquisition and included within the table above:
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Useful Life Fair Value Assigned Land and improvements 8 -10 years (1) $ 160 Buildings, structures and related equipment 5 - 40 years 550 Machinery, equipment and other 1 - 20 years 505 Total property, plant and equipment, net acquired 1,215
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September 30, 2026 December 31, 2025 Gross Accumulated Net Gross Accumulated Net
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The following table summarizes the fair values assigned to identified intangible assets acquired in connection with the Chart acquisition as of the acquisition date and included within the table above:
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Useful Life Fair Value Assigned Customer relationships 20 years $ 3,610 Trade names and trademarks 20 years 1,345 Technology 8 years 567 Capitalized software 5 years 28 Backlog 1 year 370 Total intangible assets acquired $ 5,920
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Chart provides thermal management, cryogenic, air and gas handling, process, digital, and lifecycle-service capabilities that enable end-to-end molecule management across energy and industrial markets. Chart's technology portfolio spans stationary and rotating equipment and is deployed across every phase of the liquid gas supply chain - from engineering, design, and installation through preventative maintenance and digital monitoring. The segment advances high-growth markets, including space, data centers, mining and geothermal, carbon capture, utilization and storage, and hydrogen solutions. Chart is organized into two product lines - Original Equipment and Aftermarket.
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For the three months ended September 30, 2026, transaction costs were primarily related to legal and professional fees, and other costs incurred in connection with the Chart acquisition. For the nine months ended September 30, 2026, transaction related costs include costs related to the Chart acquisition and other business dispositions. See "Note 21. Dispositions and Businesses Held for Sale" for additional information related to our business disposition activity.
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During July 2026, the Company committed to the European Commission to dispose of Chart’s Integrated Pre-cooled Single Mixed Refrigerant and small scale LNG process technology business as a condition of obtaining regulatory approval to complete the acquisition of Chart. These assets have been classified as held for sale and are included in the table below. The Company expects to complete the sale in the first quarter of 2027.
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was broadly flat year-over-year. Net income was $0.4 billion, a decrease of $0.2 billion compared to the third quarter of 2025, primarily driven by amortization of intangible assets and the impact of the inventory fair value step-up recognized through cost of good sold during the period, higher interest expense, and transaction related costs associated with the Chart acquisition, partially offset by higher segment EBITDA, including the contribution from Chart, and lower income tax expense.
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• Chart outlook: We see continued strength in LNG and industrial gases, while viewing the space and data center industries as significant growth opportunities for our diverse portfolio.
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Emissions associated with Chart will be included beginning with our 2027 Corporate Sustainability Report. See "Note 2. Business Acquisitions" for additional information related to the Chart acquisition.
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Other (income) expense increased $86 million, or 121%, to $157 million, which included $158 million transaction related costs.
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September 30, ─────────────────────────────────────────────────────────────────────────────── 2026 Revenue Original Equipment $ 623 Aftermarket 265 Total $ 888 Cost of goods and services sold $ 637 Research and development costs 10 Selling, general and administrative 113 Amortization of acquired intangible assets 143 Other (income) expense (1) Less: Depreciation and amortization (170) Segment EBITDA $ 156
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Revenue of $888 million and segment EBITDA of $156 million reflect Chart's contribution from the date of the acquisition through quarter-end. As this is the first reporting period following the acquisition, prior-period comparisons are not available.
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Research and development costs decreased $26 million, or 6%, to $427 million, which included $10 million related to Chart.
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Amortization of acquired intangible assets increased $149 million, to $184 million driven primarily by the intangible assets acquired in the Chart acquisition.
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As the Chart acquisition closed on July 16, 2026, the Chart segment's results for the nine months ended September 30, 2026 are the same as the results for the three months ended September 30, 2026 above.
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During the third quarter of 2026, the Company completed the acquisition of Chart. Net cash paid for the acquisition during the nine-months ended September 30, 2026, was $14.2 billion and included the cash paid to Chart shareholders, amounts paid to settle Chart's outstanding third-party debt, and other acquisition-related consideration, partially offset by cash acquired. See "Note 2. Business Acquisitions" for additional information.
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Management has elected to include summarized financial information for the Issuers as shown below.
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Controls and procedures
Management has excluded the acquired Chart business from its ongoing assessment of internal control over financial reporting because the acquisition occurred during the current fiscal year. The acquired business represented 31% of total assets as of September 30, 2026 and 4% of total revenues for the nine months ended September 30, 2026.
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Other information
Plans Name and Title Action Date Rule 10b5-1(1) Non-Rule 10b5-1(2) Number of Shares to be Sold Expiration Rebecca Charlton, Adoption August 13, 2026 X 13,308(3) Earlier of when all shares under plan are sold and November 30, 2027 Senior Vice President, Controller and Chief Accounting Officer
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(1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) as defined in Item 408(c) of Regulation S-K
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(2) Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) as defined in Item 408(c) of Regulation S-K
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(3) This figure is an estimation of after-tax sale amounts based on the Company's best estimates at this time
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Feb 5, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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As of the date of this filing, the Company and our operations continue to be subject to the risk factors previously discussed in the "Risk Factors" section contained in the 2025 Annual Report.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
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