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DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended
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Sep. 30, 2024
Fair Value Disclosures [Abstract] |
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS | DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS Customers uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments. ASC 825, Financial Instruments, requires disclosure of the estimated fair value of an entity’s assets and liabilities considered to be financial instruments. For Customers, as for most financial institutions, the majority of its assets and liabilities are considered to be financial instruments. Many of these instruments lack an available trading market as characterized by a willing buyer and a willing seller engaging in an exchange transaction. For fair value disclosure purposes, Customers utilized certain fair value measurement criteria under ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), as explained below. In accordance with ASC 820, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for Customers’ various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. The fair value guidance provides a consistent definition of fair value, focusing on an exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions. The fair value guidance also establishes a fair value hierarchy and describes the following three levels used to classify fair value measurements. Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Prices or valuation techniques that require adjustments to inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity). A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions were used to estimate the fair values of Customers’ financial instruments as of September 30, 2024 and December 31, 2023: Financial Instruments Recorded at Fair Value on a Recurring Basis Investment securities: The fair values of equity securities with a readily determinable fair value, AFS debt securities and debt securities reported at fair value based on a fair value option election are determined by obtaining quoted market prices on nationally recognized and foreign securities exchanges (Level 1), quoted prices in markets that are not active (Level 2), matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices, or internally and externally developed models that use unobservable inputs due to limited or no market activity of the instrument (Level 3). When quoted market prices are not available, Customers employs an independent pricing service that utilizes matrix pricing to calculate fair value. Such fair value measurements consider observable data such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayments speeds, credit information, and respective terms and conditions for debt instruments. Management maintains procedures to monitor the pricing service’s results and has an established process to challenge their valuations, or methodologies, that appear unusual or unexpected. Customers also utilizes internally and externally developed models that use unobservable inputs due to limited or no market activity of the instrument. These models use unobservable inputs that are inherently judgmental and reflect our best estimates of the assumptions a market participant would use to calculate fair value. Certain unobservable inputs in isolation may have either a directionally consistent or opposite impact on the fair value of the instrument for a given change in that input. When multiple inputs are used within the valuation techniques, a change in one input in a certain direction may be offset by an opposite change from another input. These assets are classified as Level 1, 2 or 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. Loans held for sale - Residential mortgage loans (fair value option): Customers generally estimates the fair values of residential mortgage loans held for sale based on commitments on hand from investors within the secondary market for loans with similar characteristics. These assets are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements. Loans held for sale - Consumer other installment loans (fair value option): The fair value of medical installment loans within consumer other installment loans is the amount of cash initially advanced to fund the loan, as specified in the agreement with a fintech company, and generally held for up to 90 days prior to sale. These assets are classified as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. Loans receivable - Mortgage finance loans (fair value option): The fair value of mortgage finance loans is the amount of cash initially advanced to fund the mortgage, plus accrued interest and fees, as specified in the respective agreements. The loan is used by mortgage companies as short-term bridge financing between the funding of the mortgage loans and the finalization of the sale of the loans to an investor. Changes in fair value are not generally expected to be recognized because at inception of the transaction the underlying mortgage loans have already been sold to an approved investor. Additionally, the interest rate is variable, and the transaction is short-term, with an average life of under 30 days from purchase to sale. These assets are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements. Derivatives (assets and liabilities): The fair values of interest rate swaps, interest rate caps and credit derivatives are determined using models that incorporate readily observable market data into a market standard methodology. This methodology nets the discounted future cash receipts and the discounted expected cash payments. The discounted variable cash receipts and payments are based on expectations of future interest rates derived from observable market interest rate curves. In addition, fair value is adjusted for the effect of nonperformance risk by incorporating credit valuation adjustments for Customers and its counterparties. These assets and liabilities are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements. Derivative assets and liabilities are presented in other assets and accrued interest payable and other liabilities on the consolidated balance sheet. Financial Instruments Recorded at Fair Value on a Nonrecurring Basis Collateral-dependent loans: Collateral-dependent loans are those loans that are accounted for under ASC 326, Financial Instruments - Credit Losses (“ASC 326”), in which the Bank has measured impairment generally based on the fair value of the loan’s collateral or DCF analysis. Fair value is generally determined based upon independent third-party appraisals of the properties that collateralize the loans, DCF based upon the expected proceeds, sales agreements or letters of intent with third parties. These assets are generally classified as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The following information should not be interpreted as an estimate of Customers’ fair value in its entirety because fair value calculations are only provided for a limited portion of Customers’ assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making these estimates, comparisons between Customers’ disclosures and those of other companies may not be meaningful. The estimated fair values of Customers’ financial instruments at September 30, 2024 and December 31, 2023 were as follows:
|  |  |  |  | Fair Value Measurements at September 30, 2024
(amounts in thousands) | Carrying Amount |  | Estimated Fair Value |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3)
Assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 3,088,022 |  |  | $ | 3,088,022 |  |  | $ | 3,088,022 |  |  | $ | — |  |  | $ | — |
Debt securities, available for sale | 2,377,733 |  |  | 2,377,733 |  |  | — |  |  | 2,360,908 |  |  | 16,825 |
Debt securities, held to maturity | 1,064,437 |  |  | 1,027,514 |  |  | — |  |  | 487,238 |  |  | 540,276 |
Loans held for sale | 275,420 |  |  | 275,420 |  |  | — |  |  | 2,523 |  |  | 272,897 |
Total loans and leases receivable, net of allowance for credit losses on loans and leases | 13,644,538 |  |  | 13,511,102 |  |  | — |  |  | 1,250,413 |  |  | 12,260,689 |
FHLB, Federal Reserve Bank, and other restricted stock | 95,035 |  |  | 95,035 |  |  | — |  |  | 95,035 |  |  | — |
Derivatives | 15,546 |  |  | 15,546 |  |  | — |  |  | 15,474 |  |  | 72 |
Liabilities: |  |  |  |  |  |  |  |  |
Deposits | $ | 18,069,389 |  |  | $ | 18,096,656 |  |  | $ | 15,638,305 |  |  | $ | 2,458,351 |  |  | $ | — |
FHLB advances | 1,117,229 |  |  | 1,121,074 |  |  | — |  |  | 1,121,074 |  |  | — |
Other borrowings | 99,033 |  |  | 78,000 |  |  | — |  |  | 78,000 |  |  | — |
Subordinated debt | 182,439 |  |  | 157,542 |  |  | — |  |  | 157,542 |  |  | — |
Derivatives | 21,486 |  |  | 21,486 |  |  | — |  |  | 21,486 |  |  | — |
|  |  |  |  | Fair Value Measurements at December 31, 2023
(amounts in thousands) | Carrying Amount |  | Estimated Fair Value |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3)
Assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 3,846,346 |  |  | $ | 3,846,346 |  |  | $ | 3,846,346 |  |  | $ | — |  |  | $ | — |
Debt securities, available for sale | 2,376,860 |  |  | 2,376,860 |  |  | — |  |  | 2,341,911 |  |  | 34,949 |
Debt securities, held to maturity | 1,103,170 |  |  | 1,046,439 |  |  | — |  |  | 472,311 |  |  | 574,128 |
Loans held for sale | 340,317 |  |  | 340,317 |  |  | — |  |  | 1,215 |  |  | 339,102 |
Total loans and leases receivable, net of allowance for credit losses on loans and leases | 12,726,456 |  |  | 12,513,386 |  |  | — |  |  | 897,912 |  |  | 11,615,474 |
FHLB, Federal Reserve Bank, and other restricted stock | 109,548 |  |  | 109,548 |  |  | — |  |  | 109,548 |  |  | — |
Derivatives | 17,931 |  |  | 17,931 |  |  | — |  |  | 17,906 |  |  | 25 |
Liabilities: |  |  |  |  |  |  |  |  |
Deposits | $ | 17,920,236 |  |  | $ | 17,922,005 |  |  | $ | 14,632,357 |  |  | $ | 3,289,648 |  |  | $ | — |
FHLB advances | 1,203,207 |  |  | 1,188,517 |  |  | — |  |  | 1,188,517 |  |  | — |
Other borrowings | 123,840 |  |  | 103,674 |  |  | — |  |  | 103,674 |  |  | — |
Subordinated debt | 182,230 |  |  | 164,233 |  |  | — |  |  | 164,233 |  |  | — |
Derivatives | 27,110 |  |  | 27,110 |  |  | — |  |  | 27,110 |  |  | — |
For financial assets and liabilities measured at fair value on a recurring and nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2024 and December 31, 2023 were as follows:
| September 30, 2024
| Fair Value Measurements at the End of the Reporting Period Using
(amounts in thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3) |  | Total
Measured at Fair Value on a Recurring Basis: |  |  |  |  |  |  |
Assets |  |  |  |  |  |  |
Available for sale debt securities: |  |  |  |  |  |  |
Asset-backed securities | $ | — |  |  | $ | 20,845 |  |  | $ | 16,825 |  |  | $ | 37,670 |
Agency-guaranteed residential mortgage-backed securities | — |  |  | 221,178 |  |  | — |  |  | 221,178 |
Agency-guaranteed residential collateralized mortgage obligations | — |  |  | 194,873 |  |  | — |  |  | 194,873 |
Agency-guaranteed commercial collateralized mortgage obligations | — |  |  | 96,943 |  |  | — |  |  | 96,943 |
Collateralized loan obligations | — |  |  | 310,429 |  |  | — |  |  | 310,429 |
Commercial mortgage-backed securities | — |  |  | 77,074 |  |  | — |  |  | 77,074 |
Corporate notes | — |  |  | 594,971 |  |  | — |  |  | 594,971 |
Private label collateralized mortgage obligations | — |  |  | 844,595 |  |  | — |  |  | 844,595 |
Derivatives | — |  |  | 15,474 |  |  | 72 |  |  | 15,546 |
Loans held for sale – fair value option | — |  |  | 2,523 |  |  | 217,098 |  |  | 219,621 |
Loans receivable, mortgage finance – fair value option | — |  |  | 1,250,413 |  |  | — |  |  | 1,250,413 |
Total assets – recurring fair value measurements | $ | — |  |  | $ | 3,629,318 |  |  | $ | 233,995 |  |  | $ | 3,863,313 |
Liabilities |  |  |  |  |  |  |
Derivatives | $ | — |  |  | $ | 21,486 |  |  | $ | — |  |  | $ | 21,486 |
Measured at Fair Value on a Nonrecurring Basis: |  |  |  |  |  |  |
Assets |  |  |  |  |  |  |
Collateral-dependent loans | $ | — |  |  | $ | — |  |  | $ | 18,003 |  |  | $ | 18,003 |
Total assets – nonrecurring fair value measurements | $ | — |  |  | $ | — |  |  | $ | 18,003 |  |  | $ | 18,003 |
| December 31, 2023
| Fair Value Measurements at the End of the Reporting Period Using
(amounts in thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3) |  | Total
Measured at Fair Value on a Recurring Basis: |  |  |  |  |  |  |
Assets |  |  |  |  |  |  |
Available for sale debt securities: |  |  |  |  |  |  |
Asset-backed securities | $ | — |  |  | $ | 57,680 |  |  | $ | 34,949 |  |  | $ | 92,629 |
Agency-guaranteed residential collateralized mortgage obligations | — |  |  | 116,908 |  |  | — |  |  | 116,908 |
Collateralized loan obligations | — |  |  | 489,092 |  |  | — |  |  | 489,092 |
Commercial mortgage-backed securities | — |  |  | 121,636 |  |  | — |  |  | 121,636 |
Corporate notes | — |  |  | 583,034 |  |  | — |  |  | 583,034 |
Private label collateralized mortgage obligations | — |  |  | 973,561 |  |  | — |  |  | 973,561 |
Derivatives | — |  |  | 17,906 |  |  | 25 |  |  | 17,931 |
Loans held for sale – fair value option | — |  |  | 1,215 |  |  | 188,062 |  |  | 189,277 |
Loans receivable, mortgage finance – fair value option | — |  |  | 897,912 |  |  | — |  |  | 897,912 |
Total assets – recurring fair value measurements | $ | — |  |  | $ | 3,258,944 |  |  | $ | 223,036 |  |  | $ | 3,481,980 |
Liabilities |  |  |  |  |  |  |
Derivatives | $ | — |  |  | $ | 27,110 |  |  | $ | — |  |  | $ | 27,110 |
Measured at Fair Value on a Nonrecurring Basis: |  |  |  |  |  |  |
Assets |  |  |  |  |  |  |
Collateral-dependent loans | $ | — |  |  | $ | — |  |  | $ | 2,373 |  |  | $ | 2,373 |
Total assets – nonrecurring fair value measurements | $ | — |  |  | $ | — |  |  | $ | 2,373 |  |  | $ | 2,373 |
The changes in asset-backed securities (Level 3 assets) measured at fair value on a recurring basis for the three and nine months ended September 30, 2024 and 2023 are summarized in the tables below.
| Asset-backed securities
(amounts in thousands) | Three Months Ended September 30,
| 2024 |  | 2023
Balance at July 1 | $ | 21,862 |  |  | $ | 51,825 |
Principal payments and premium amortization | (5,704) |  |  | (10,023) |
Increase in allowance for credit losses | (24) |  |  | (442) |
Decrease in allowance for credit losses | 84 |  |  | 250 |
Change in fair value recognized in OCI | 607 |  |  | 755 |
Balance at September 30 | $ | 16,825 |  |  | $ | 42,365 |
| Asset-backed securities
(amounts in thousands) | Nine Months Ended September 30,
| 2024 |  | 2023
Balance at January 1 | $ | 34,949 |  |  | $ | 73,266 |
Principal payments and premium amortization | (19,652) |  |  | (31,683) |
Increase in allowance for credit losses | (24) |  |  | (1,488) |
Decrease in allowance for credit losses | 200 |  |  | 311 |
Change in fair value recognized in OCI | 1,352 |  |  | 1,959 |
Balance at September 30 | $ | 16,825 |  |  | $ | 42,365 |
The changes in other installment loans (Level 3 assets) measured at fair value on a recurring basis, based on an election made to account for the loans at fair value for the three and nine months ended September 30, 2024 and 2023 are summarized in the tables below.
| Other Installment Loans
(amounts in thousands) | Three Months Ended September 30,
| 2024 |  | 2023
Balance at July 1 | $ | 247,442 |  |  | $ | — |
Originations | 223,625 |  |  | — |
Sales | (200,041) |  |  | — |
Principal payments | (53,928) |  |  | — |
Change in fair value recognized in earnings | — |  |  | — |
Balance at September 30 | $ | 217,098 |  |  | $ | — |
| Other Installment Loans
(amounts in thousands) | Nine Months Ended September 30,
| 2024 |  | 2023
Balance at January 1 | $ | 188,062 |  |  | $ | — |
Originations | 704,081 |  |  | — |
Sales | (518,271) |  |  | — |
Principal payments | (156,774) |  |  | — |
Change in fair value recognized in earnings | — |  |  | — |
Balance at September 30 | $ | 217,098 |  |  | $ | — |
There were no transfers between levels during the three and nine months ended September 30, 2024 and 2023.
The following tables summarize financial assets and financial liabilities measured at fair value as of September 30, 2024 and December 31, 2023 on a recurring and nonrecurring basis for which Customers utilized Level 3 inputs to measure fair value. The unobservable Level 3 inputs noted below contain a level of uncertainty that may differ from what is realized in an immediate settlement of the assets. Therefore, Customers may realize a value higher or lower than the current estimated fair value of the assets.
| Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands) | Fair Value Estimate |  | Valuation Technique |  | Unobservable Input |  | Range (Weighted Average)
September 30, 2024 |  |  |  |  |  |  |
Asset-backed securities | $ | 16,825 |  |  | Discounted cash flow |  | Discount rate Annualized loss rate Constant prepayment rate |  | 9% - 10% (9%) 3% - 13% (5%) 19% - 20% (20%)
| Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands) | Fair Value Estimate |  | Valuation Technique |  | Unobservable Input |  | Range (Weighted Average)
December 31, 2023 |  |  |  |  |  |  |
Asset-backed securities | $ | 34,949 |  |  | Discounted cash flow |  | Discount rate Annualized loss rate Constant prepayment rate |  | 12% - 14% (13%) 3% - 13% (5%) 11% - 30% (26%)

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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