MetroPCS Mails Letter to Stockholders Reiterating Compelling Value Creation Potential of Proposed Combination with T-Mobile USA

 MetroPCS Mails Letter to Stockholders Reiterating Compelling Value Creation
             Potential of Proposed Combination with T-Mobile USA

Urges Stockholders to Vote 'FOR' Proposed Combination on GREEN Proxy Card

PR Newswire

RICHARDSON, Texas, April 1, 2013

RICHARDSON, Texas, April 1, 2013 /PRNewswire/ --MetroPCS Communications, Inc.
(NYSE: PCS; "MetroPCS" or the "Company") today mailed a letter to stockholders
in connection with its proposed combination with T-Mobile USA, Inc.
("T-Mobile"). The letter describes the significant benefits to MetroPCS'
stockholders resulting from the proposed combination of MetroPCS and T-Mobile
and addresses certain assumptions that ISS based its report on, leading to the
wrong conclusions regarding the proposed combination.

The full text of the letter follows:

April 1, 2013

Dear Fellow Stockholder:

The MetroPCS Communications, Inc. Special Meeting of Stockholders on Friday,
April 12, 2013 to vote on the proposed combination with T-Mobile USA, Inc. is
less than two weeks away. Because some of the proposals required to approve
the proposed combination require the affirmative vote of a majority of all
outstanding shares, your vote is extremely important.

Remember – the failure to vote or an abstention will have the same effect as a
vote against the proposed combination.

  oIf the proposed combination is not approved, MetroPCS' stockholders will
    not enjoy its compelling benefits – many of which are only available by
    combining MetroPCS and T-Mobile.
  oDo not reject this proposed combination – do not take the risk of a loss
    of value for MetroPCS' stockholders.
  oThere can be no assurance that MetroPCS will be able to deliver the same
    or better stockholder value as a stand-alone wireless company in the

The MetroPCS board unanimously recommends that stockholders vote their shares
FOR all of the proposals relating to the proposed combination by returning the
GREEN proxy card with a FOR vote for all proposals. The proposed combination
will create the value leader in the U.S. wireless marketplace and provide
significantly more value and potential equity upside to MetroPCS stockholders
than could be achieved by MetroPCS on a stand-alone basis. 


After years of discussions and negotiations with various third parties, only
negotiations with Deutsche Telekom ("DT") have resulted in an executed
combination agreement, and no other bidders have emerged in the six months
since the proposed combination was announced.^1^

  oInstitutional Shareholder Services ("ISS"), an independent proxy advisory
    firm, recognizes that MetroPCS' "exploration of strategic alternatives
    appears to have been thorough."^2
  oAs a result, MetroPCS' stockholders should not assume that another buyer
    will acquire MetroPCS if the proposed combination is not approved.
  oGlass Lewis, another independent proxy advisory firm, agrees that the
    MetroPCS board explored all alternatives, noting that, "In our opinion,
    the MetroPCS Board conducted a lengthy review of strategic alternatives
    and ultimately reached perhaps the inevitable conclusion that MetroPCS
    needs to combine with a larger strategic partner in order to address its
    challenges as a standalone company."^3

The MetroPCS board and management team, who have decades of experience in, and
an in-depth understanding of, the wireless marketplace, determined that the
proposed combination will deliver more value to MetroPCS stockholders than
MetroPCS on a stand-alone basis.

The proposed combination, the terms of which resulted from months of rigorous
negotiations, offers both immediate and long-term compelling economic value to
MetroPCS' stockholders. It will provide MetroPCS' stockholders with an
immediate $1.5 billion aggregate cash payment, or approximately $4.06 per
share (prior to the reverse stock split that will occur in connection with the
closing of the proposed combination), as well as an approximate 26% ownership
stake in the combined company that allows all MetroPCS stockholders to
participate in the expected significant equity upside of the combined company,
including projected cost synergies of $6-7 billion net present value ("NPV")^4
and annual run-rate cost synergies projected at $1.2-1.5 billion after an
integration period.^5


The combined company will be the leading value carrier in the U.S. wireless
marketplace and will be able to compete more effectively against the other
national wireless competitors through its expanded scale, spectrum and
financial resources. Importantly, the combined company will have
significantly greater spectrum and financial resources than MetroPCS on a
stand-alone basis and will be in a better position to participate in future
industry growth and consolidation. 

The combined company will directly benefit from its:

  oStrong financial profile:

       oThe combined company is expected to have BB S&P credit rating, which
         is two notches better than MetroPCS stand-alone and many peers;
       oTarget five-year (from 2012 to 2017) compounded annual growth rates
         in the range of 3% to 5% for revenues, 7% to 10% for EBITDA and 15%
         to 20% for free cash flow;^^6
       oTarget EBITDA margin of 34% to 36% at the end of the five-year period
         (from 2012 to 2017); and
       oProjected cost synergies of $6-7 billion NPV,^4 with an annual
         run-rate of $1.2-1.5 billion after an integration period.^5

  oRobust spectrum position:

       oThe combined company will have the network capacity to support the
         anticipated acceleration in customers' mobile data demand.
       oThe combined company's spectrum position in major metropolitan areas
         will be four times greater on average than MetroPCS on a stand-alone
       oThe combined company will have more AWS spectrum than any other
         carrier. AWS is emerging as one of the primary LTE bands in the
         United States.
       oComplementary spectrum that allows for greater 4G LTE bandwidth,
         including at least 20x20 MHz in approximately 90% of top 25 metro
         areas by 2014+, which is expected to yield high levels of efficiency,
         capacity and throughput.

  oSeasoned executive leadership:

       oThe combined company's senior management team has over 150 years of
         combined telecommunications industry experience, and is committed to
         growth and cost leadership.
       oJohn Legere, current President and Chief Executive Officer of
         T-Mobile, will serve as the President and Chief Executive Officer of
         the combined company and has over 32 years of experience in the U.S.
         and global telecommunications and technology industries.
       oJ. Braxton Carter, currently MetroPCS' Chief Financial Officer, will
         serve as Chief Financial Officer of the combined company and has over
         15 years of wireless experience.

  oHighly-qualified, diverse Board:

       oThe combined company's board includes current and former executives
         of AT&T, Dell, Rockwell International Corporation and Madison
         Dearborn Partners, LLC.


Vote FOR the proposed combination with T-Mobile to receive an immediate cash
payment and a meaningful equity stake in the combined company, allowing you to
participate in the growth and future profitability of the combined company
that will:

  oAccelerate nationwide 4G services: T-Mobile is the only carrier that
    presently offers nationwide unlimited 4G to new customers. When its $4
    billion network modernization is complete – anticipated to occur at the
    end of 2013 – the combined company customer base will have better
    coverage, greater network reliability and faster service speeds.

       oApproximately 37,000 sites are planned to be enhanced over three
         years with multi-mode radios, tower-top electronics, and new
       oUpon completion of the migration of the MetroPCS customer base and
         the inclusion of selected MetroPCS sites, the combined company will
         have approximately 55,000 equivalent cell sites.

  oAdvance high-speed LTE network: T-Mobile is deploying the latest LTE
    technology (Release 10), paving the way to LTE Advanced. T-Mobile's 4G
    LTE deployment will complement its existing nationwide 4G network — which
    third-party tests show rivals or beats existing competitors' LTE networks
    — creating what T-Mobile expects to be the fastest 4G combination in the
    United States.

       oT-Mobile launched its 4G LTE network in seven U.S. cities on March
         19, 2013, and by the end of 2013, the combined company's robust and
         high capacity LTE network is projected to cover a population of
         approximately 200 million people in the United States (100 million by
         mid-year 2013).

  oA broad variety of devices: T-Mobile has a broad array of devices from
    which its customers can choose, which will be available to the combined
    company's customers.

       oIn tandem with the debut of its 4G LTE network service, T-Mobile
         announced that it will have several 4G LTE-capable devices available,
         including Samsung Galaxy S 4, BlackBerry Z10, HTC One, T-Mobile Sonic
         2.0 Mobile HotSpot LTE and Samsung Galaxy Note II.
       oBeginning April 12, 2013, T-Mobile will offer the 4G LTE-capable
         iPhone 5 to customers nationwide via one of the simplest and most
         competitive consumer rate plans in the industry. iPhone 4S and
         iPhone 4 will also be available in select markets.

  oFocus on branding and enhanced value propositions: The combined company
    will offer its services under at least two unique brands, with a focus on 
    simplicity, unlimited data, and "No Surprises." T-Mobile's 100% Value
    plans offer visibility, transparency, standardized pricing, and lowest
    out-the-door device prices.

  oExpand the MetroPCS brand geographically: The combined company will extend
    the MetroPCS brand and distribution to geographic areas where MetroPCS
    does not currently have a network, and will offer a variety of unlimited
    wireless broadband mobile service plans and a broad array of device
    choices that provide customers with a compelling value proposition. Only
    a small portion of this geographic expansion is incorporated into the
    business plan of the combined company with the remainder offering
    additional upside to the business plan.

  oCreate a multi-segment player: The combined company will offer a full
    suite of services, and is ramping up its B2B capability and invest in new
    capabilities to support an expanded MVNO business.

  oCapitalize on projected cost synergies: The proposed combination of
    MetroPCS and T-Mobile is expected to yield projected annual run-rate cost
    synergies of $1.2 – 1.5 billion after an integration period, driven
    primarily by the convergence of both customer bases to a single

       oWe expect that approximately two and a half years following the
         closing, substantially all MetroPCS customers will have been migrated
         to the new network and the old MetroPCS network will be shut down,
         saving the majority of the operating and capital expenses associated
         with operating, maintaining and expanding the MetroPCS legacy
       oAdditional savings are expected to come from reduced tower, backhaul
         and roaming expenses and capacity and expansion capital expenses as
         well as certain non-network savings. Operating on a single network
         is also expected to increase asset utilization and reduce expense per


Simply put, a combination with T-Mobile represents more certain and more
significant value than MetroPCS could create as a stand-alone company. 

  oThe proposed combination offers compelling benefits to MetroPCS'
    stockholders by offering immediate and significant value for your
    investment in MetroPCS as well as the opportunity to participate in the
    expected upside potential of the combined company.
  oThe 26% equity ownership interest of MetroPCS' stockholders is at the
    upper end – or above – the implied percentage ownership and contribution
    analyses performed by the special committee's independent financial
  oIn addition, the special committee's financial advisor's discounted cash
    flow ("DCF") and multiples analyses demonstrate that the 26% equity
    ownership interest results in substantial upside over a stand-alone
    valuation of MetroPCS.
  oIf T-Mobile were contributed with $4 billion lower debt (i.e. $4 billion
    higher equity), per P. Schoenfeld Asset Management LP's ("PSAM")
    previously filed presentation, then the resulting MetroPCS stockholders'
    ownership in the combined company would need to be adjusted to reduce
    MetroPCS stockholders' ownership from 26% to 12%^7 - 15%^8.
  oA less favorable ownership stake of between 17%^7-24%^8 would result after
    appropriate adjustments for $1.5 billion MetroPCS cash reserved for
    spectrum and $1.5 billion cash payment as disclosed in the MetroPCS
    amended definitive proxy statement.
  oThe stand-alone MetroPCS value per share (after deducting $1.5 billion in
    cash reserved for the acquisition of spectrum) represents an approximately
    22% decline vs. the current MetroPCS share price.^9
  oEven PSAM notes in its previously filed presentation that it may be
    appropriate to adjust for the $1.5 billion of spectrum in a relative DCF

Given T-Mobile's much higher asset value, DT could only facilitate MetroPCS'
stockholders' 26% stake by contributing T-Mobile with sufficient leverage to
create the intended ownership split. The 26% stake will allow MetroPCS'
stockholders to participate meaningfully in the expected substantial upside of
the combined company resulting from the significant projected synergies.


On March 27, 2013, ISS issued a report regarding the proposed combination.
The report is based on assumptions that are different than those used by
MetroPCS' experienced management and board and, as a result, ISS has reached
the wrong conclusions. Importantly, ISS bases its valuation perspectives on
two important assumptions that differ from the analysis the MetroPCS advisors
and board relied upon:

  oISS used a combined company 2013 EBITDA that excludes $573 million of
    reasonable and appropriate adjustments made by MetroPCS management to
    T-Mobile's 2013 forecast. It is therefore based on a T-Mobile forecasted
    2013 EBITDA that is lower than what MetroPCS and T-Mobile believe is
    appropriate based on extensive due diligence of the T-Mobile plan.
    Although ISS noted that $250 million of the $573 million related to the
    introduction of Apple products was reasonable, ISS decided not to account
    for any of the adjustments "at least until the adjustments are more fully
    documented and discussed …"^2
  oISS also disagreed with MetroPCS and its financial advisors that the $1.5
    billion for spectrum should be deducted for valuation purposes. Contrary
    to ISS' view, if MetroPCS uses its $1.5 billion in cash to purchase
    spectrum required to achieve its long-term plan, the market will NOT
    increase MetroPCS' enterprise value by $1.5 billion to account for the
    spectrum value – wireless companies are valued as going concerns based
    upon EBITDA and cash flow, not asset value. Therefore, MetroPCS would
    effectively need multiple expansion of over 1x to make up for such value.
    In short, MetroPCS believes that, should it spend the $1.5 billion on
    spectrum, its equity valuation will not benefit from the value when
    adjusting from Enterprise to Equity Value (or value per share).
  oDespite providing a detailed DCF valuation of the projected $6 - $7
    billion in synergies, ISS only used a $4 billion valuation for synergies,
    which understates the combined company's synergy value by approximately
    $1.76^10 per share.


Market demand does not exist for the size of the required $21 billion debt
commitment from DT – at signing or today. The pricing mechanism for the DT
debt is designed to reflect market conditions when the notes are priced, based
on comparable bonds and high-yield indices, including MetroPCS' own high yield
debt. Since the end of the year, rates in the market have improved, which has
resulted in the current blended rate of the DT debt dropping to approximately
7.2% as of March 22, 2013. The estimated spread between the 8- and 10-year DT
notes and the 6.25% and 6.625% MetroPCS Notes is 60bps and 47bps,
respectively. In light of the overall size of the DT notes and the low fees
payable to DT, this spread is very reasonable.

The 7.7% weighted average interest rate cited in PSAM's report is based on
mistaken assumptions and is stale as it is from the end of 2012, which is the
period to which the year-end pro-forma financials disclosed in the amended
definitive proxy relate. The DT debt avoids significant financing and
underwriting fees for the combined company and its shareholders equating to a
$1.3 billion saving^11 or ~$0.90 per combined company share,^12 compared to a
third party financing if it were available.

Importantly, DT's financing provides the combined company with significant
breathing room through a long-lasting capital structure with no maturities
before 2018, which allows the combined company to focus on the business and on
realizing synergies from the combination immediately post-closing without
having to refinance significant debt. By then, the combined company is
expected to have de-levered significantly through cost savings initiatives,
including cost reductions related to tower, backhaul and roaming expenses,
customer migration to more cost-efficient HSPA+, capital expenditure savings
and post-integration synergies.

The combined company's last 12 months ("LTM") leverage is in-line with peers
and MetroPCS, and its S&P credit rating of BB is higher than ratings of
MetroPCS and many peers, as shown in the table below:

Comparison of NewCo Peers – Leverage and Credit Rating^13

               Leap PF Sprint^14 NewCo MetroPCS T-Mobile^15
Gross Leverage 5.5x 5.5x         3.6x  3.1x     3.6x
Net Leverage   4.4x 3.0x         3.4x  2.4x[16] 3.6x
S&P Rating     B-   B+           BB    B+       NA

  oThe combined company is expected to de-lever organically after 2013 as a
    result of cost savings initiatives, significantly lower capital
    expenditures and post-integration synergies.
  oThe combined company's agreement with Apple is projected to be accretive
    to operating free cash flow and EBITDA beginning in 2014.
  oInvestor comfort with the combined company's capital structure and credit
    profile is underscored by strong support for the combined company's March
    2013 senior notes offering as well as the December 2012 consent
    solicitation on MetroPCS' existing senior notes.
  oAppropriate leverage, such as is present here, allows stockholders to
    benefit exponentially from increases in company value.

Further, the call protection of the DT notes is market standard and
appropriate. Without this call protection, rates would have been
significantly higher. The make-whole provisions also are market standard.
The call protection and make-whole provisions do not deter a future M&A
transaction. ISS is mistaken that the call protection prevents deleveraging
of the combined company. The combined company will de-lever as its cash
levels increase from free cash flow over time.


MetroPCS asks that stockholders vote FOR the proposals by telephone, Internet,
mail or in person according to the instructions  on the GREEN proxy card, and

  oTelephone. Call toll free: 1-800-PROXIES (1-800-776-9437) in the United
    States or 1-718-921-8500 from foreign countries. Stockholders must have
    their control number in hand. Follow the instructions provided.
  oInternet. Log onto the website: Stockholders must have
    their control number in hand. Follow the instructions provided.
  oMail. To vote your shares, please sign, date and mail your GREEN proxy
    card today.
  oIn person. For stockholders who wish to vote in person, the MetroPCS
    Special Meeting of stockholders will be held on April 12, 2013, at 8:00
    a.m. local time, at the Eisemann Center located at 2351 Performance Drive,
    Richardson, Texas 75082.

MetroPCS urges you to discard any white proxy cards, which were sent by a
dissident stockholder. If you previously submitted a white proxy card,
MetroPCS urges you to vote as instructed on the GREEN proxy card, which will
revoke any earlier dated proxy card that was submitted, including any white
proxy card.

If you have questions or need assistance in voting your shares, please contact
our proxy solicitor, MacKenzie Partners, Inc. toll-free at (800) 322-2885 or
call collect at (212) 929-5500.

On behalf of your board of directors, we thank you for your continued support.


Roger D. Linquist
Chairman of the Board and Chief Executive Officer

If you have any questions or need assistance with voting your GREEN proxy
card, please contact our proxy solicitor, MacKenzie Partners, at the phone
numbers listed below.

MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
(212) 929-5500 (call collect)
TOLL-FREE (800) 322-2885

Additional Information and Where to Find It

This document relates to a proposed transaction between MetroPCS and Deutsche
Telekom. In connection with the proposed transaction, MetroPCS has filed with
the Securities and Exchange Commission (the "SEC") an amended definitive proxy
statement. Security holders are urged to read carefully the amended definitive
proxy statement and all other relevant documents filed with the SEC or sent to
stockholders as they become available because they will contain important
information about the proposed transaction. All documents are, and when filed
will be, available free of charge at the SEC's website ( You may
also obtain these documents by contacting MetroPCS' Investor Relations
department at 214-570-4641, or via e-mail at
This communication does not constitute a solicitation of any vote or approval.

Participants in the Solicitation

MetroPCS and its directors and executive officers will be deemed to be
participants in any solicitation of proxies in connection with the proposed
transaction. Information about MetroPCS' directors and executive officers is
available in MetroPCS' annual report on Form 10-K filed with the SEC on March
1, 2013. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the amended definitive proxy
statement and other relevant materials filed with the SEC regarding the
proposed transaction. Investors should read the amended definitive proxy
statement carefully before making any voting or investment decisions.

Cautionary Statement Regarding Forward-Looking Statements

This document includes "forward-looking statements" for the purpose of the
"safe harbor" provisions within the meaning of the Private Securities
Litigation Reform Act of 1995, as amended. Any statements made in this
document that are not statements of historical fact, and statements about our
beliefs, opinions, projections, strategies, and expectations, are
forward-looking statements and should be evaluated as such. These
forward-looking statements often include words such as "anticipate," "expect,"
"suggests," "plan," "believe," "intend," "estimates," "targets," "views,"
"projects," "should," "would," "could," "may," "become," "forecast," and other
similar expressions. These forward-looking statements include, among others,
statements about the benefits of the proposed combination, the prospects,
value and value creation capability of the combined company and MetroPCS on a
stand-alone basis, projected valuation and valuation modeling, the projected
synergies and cost savings resulting from the proposed combination, the
positioning of the combined company and MetroPCS stand-alone versus its
competitors, compelling terms and nature of the proposed combination, future
expansion of the MetroPCS brand into new areas, benefits to MetroPCS
customers, value of the proposed combination to MetroPCS stockholders, future
MetroPCS stock prices, customer perceptions of the combined company's service,
projected population coverage, the combined company's ability to achieve
projected cost synergies, forecasts of combined company revenues, EBITDA, and
FCF, projected 5-year CAGRs, forecast, projections and success of strategic
plans of MetroPCS and impact on business and stock price, the combined
company's leverage ratios, the benefits of leverage and its ability to
de-leverage organically and over time, the combined company's spectrum
position and compatibility, the combined company's competitive position,
impact of the proposed combination on the benefits of the LTE network,
T-Mobile's 4G network plans and its ability to achieve it, expected completion
dates for T-Mobile's LTE network, T-Mobile's strategy and plans for
decommissioning MetroPCS' network and the ability to achieve it, the benefits
of 4G, the relationship between equity value and investments in spectrum,
MetroPCS' projected upgrade rate, diversity and availability of handsets,
projected financing costs, ability of obtaining financing in the market,
ability to secure acceptable rates and terms in the market, if at all, nature
and extent of acceptable and marketable financing terms, the projected future
rates, credit ratings and fees associated with financing, the success of the
combined company, its operating structure, management or future governance and
compliance, and other statements regarding the combined company's strategies,
prospects, projected results, plans, or future performance.

All forward-looking statements involve significant risks and uncertainties
that could cause actual results to differ materially from those in the
forward-looking statements, many of which are generally outside the control of
MetroPCS, Deutsche Telekom and T-Mobile and are difficult to predict. Examples
of such risks and uncertainties include, but are not limited to, the
possibility that the proposed transaction is delayed or does not close,
including due to the failure to receive the required stockholder approvals,
the failure to satisfy other closing conditions, the possibility that the
expected synergies will not be realized, or will not be realized within the
expected time period, the significant capital commitments of MetroPCS and
T-Mobile, global economic conditions, fluctuations in exchange rates,
competitive actions taken by other companies, natural disasters, difficulties
in integrating the two companies, disruption from the transaction making it
more difficult to maintain business and operational relationships, actions
taken or conditions imposed by governmental or other regulatory authorities
and the exposure to litigation. Additional factors that could cause results
to differ materially from those described in the forward-looking statements
can be found in MetroPCS' annual report on Form 10-K, filed March 1, 2013, and
other filings with the SEC available at the SEC's website ( The
results for any prior period may not be indicative of results for any future

The forward-looking statements speak only as to the date made, are based on
current assumptions and expectations, and are subject to the factors above,
among others, and involve risks, uncertainties and assumptions, many of which
are beyond our ability to control or ability to predict. You should not place
undue reliance on these forward-looking statements. MetroPCS, Deutsche Telekom
and T-Mobile do not undertake a duty to update any forward-looking statement
to reflect events after the date of this document, except as required by law.

^1 As detailed in the background section of MetroPCS' amended definitive proxy
^2 From March 27, 2013, ISS Report. Permission to use quotations neither
sought nor obtained.
^3 From March 28, 2013, Glass, Lewis & Co., LLC Report. Permission to use
quotations neither sought nor obtained.
^4 Net present value calculated with 9% discount rate and 38% tax rate.
Synergies are preliminary projections and subject to change.
^5 Synergies expected after an initial integration period estimated to be
between two and a half to four years.
^6 Free Cash Flow is calculated by EBITDA less Capital Expenditure (excluding
spectrum spend).
^7 EBITDA is based on unadjusted T-Mobile management's forecast of combined
company EBITDA for 2013, which forecast is set forth in the MetroPCS amended
definitive proxy statement.
^8 EBITDA is based on MetroPCS management's forecast of combined company
EBITDA for 2013, which forecast is set forth in the MetroPCS amended
definitive proxy statement.
^9 Based on MetroPCS share price of $10.90 as of NYSE market close on March
28, 2013.
^10 Based on the midpoint of the expected synergy range for the combined
company, MetroPCS' 26% equity stake and 370 million MetroPCS shares
outstanding per the amended definitive proxy filed March 12, 2013.
^11 Based on indicative terms at the time of announcement.
^12 Based on a pre-split 1.4 billion combined company shares.
^13 Based on latest reported financials; NewCo numbers represent the sum of
T-Mobile and MetroPCS.
^14 Based on Sprint (PF Clearwire), US Cellular and Softbank transactions.
^15 Based on target net debt of $17.5 billion ($15 billion DT notes and $2.5
billion tower financing obligation as of December 31, 2012).
^16 Includes $1.5 billion in cash reserved for the acquisition of spectrum.

SOURCE MetroPCS Communications, Inc.

Contact: Investor Relations, Keith Terreri, Vice President, Finance &
Treasurer, Jim Mathias, Director, Investor Relations, +1-214-570-4641,
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