FBL Financial Group, Inc.
Q4 2008 Earnings Call Transcript
Published:
- Operator:
- Good day everyone and welcome to the FBL Financial Group fourth quarter 2008 earnings results conference call. This call is being recorded. At this time for opening remarks and introductions, I would like to turn the call over to FBL’s Investor Relations Vice President, Ms. Kathleen Till Stange. Please go ahead ma’am.
- Kathleen Till Stange:
- Good morning and welcome to FBL Financial Group’s conference call to discuss the fourth quarter 2008 earnings. If you don’t already have a copy, our release and financial supplement may be found on our website at www.fblfinancial.com. Presenting on today’s call are Jim Noyce, Chief Executive Officer; and Jim Brannen, Chief Financial Officer. Also present and available to answer any questions you may have are Charlie Happel, Vice President, Investment; Rich Kypta, Executive Vice President of Farm Bureau Life; John Paule, Executive Vice President of EquiTrust Life; Don Seibel, Vice President of Finance; and Brian Mamola, Corporate Actuarial Vice President. Certain statements made today concerning FBL’s prospects for the future are forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act. These statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties are detailed in FBL’s reports filed with the SEC and are based on assumptions which FBL Financial Group believes to be reasonable. However, no assurance can be given that the assumptions will prove to be correct. You should not place undue reliance upon any forward-looking statements. FBL disclaims any obligation to update forward-looking statements after this date. Comments during this call include certain non-GAAP financial measures. These items are reconciled to GAAP in our fourth-quarter earnings release and our financial supplement, both of which may be found on our website. Today’s call is being simulcast on FBL’s website. Shortly after today’s call you will find a transcript of today’s prepared comments and an audio replay of the call on our site. It is now my pleasure to turn the call over to CEO, Jim Noyce.
- Jim Noyce:
- Thank you, Kathleen. Good morning everyone and thank you for joining us on today’s call. There is no question that 2008 will go down in history as one of the most difficult economic years for our country, our industry and our company. Financial markets have experienced some of the worst declines since the great depression. FBL’s results for the fourth quarter and year were disappointing and reflect recognition of these unfavorable conditions. Despite the challenges brought on by the global economic crisis, our companies are adequately capitalized and we have liquidity to fulfill our commitments. Jim Brannen will be discussing our capital and liquidity positions in further detail. I’ll focus my comments today on how we are managing our businesses in this environment and I’ll focus on each of our subsidiaries; Farm Bureau Life Insurance Company and EquiTrust Life Insurance Company. We had originally planned to announce our fourth quarter financial results on February 5, but we pushed this date back by a couple of weeks for two primary reasons. The first was so that we could hold our regular quarterly Board meeting and file our 2008 Form 10-K with the SEC at the same time as our release. With the state of today’s credit markets we wanted to make sure there were no changes in the impairment status of any of our investment securities. The other reason was to allow adequate time for the analysis of an emerging issue, which is a very recent increase in surrenders at EquiTrust Life. Our EquiTrust Life annuity products have a market value adjustment or MVA feature. The MVA calculation is tied to U.S. treasury rates and is designed to provide disintermediation protection to the company. As you are likely aware Treasury rates collapsed in the fourth quarter creating a situation where contract holders may be able to surrender with lower net surrender charges. To illustrate the 10-year Treasury rate was at 3.78% on November 6, the date of our last conference call, but had dropped to 2.04% by December 18, before ending the year at 2.24%. The 10-year Treasury has been above 3% since 1958 and was last in the 2.3% range in 1954. So I want you to understand that this was a very recent and emerging event and we wanted to take the proper time to analyze the impact to our deferred policy acquisition costs and assumptions. We reviewed our assumptions for deferred policy acquisition costs and deferred sales inducements or DAC and performed an unscheduled DAC unlocking. As a result of higher surrender assumptions and resulting lower expected profitability for this business, we recorded a fourth quarter pretax charge of $29.6 million or $0.64 per share after tax. With this recent rise in surrender requests, we have a variety of conservation programs in effect including working with policyholders so that they understand the surrender charge and MVA impact, tax considerations and options other than surrender. Treasury rates have been increasing recently and as of yesterday are 2.86%. This is positive and as a result surrenders activity, while still higher than we desire has slowed during the past couple of weeks and is currently at much lower levels than during January. We don’t expect the Treasury rates will remain at these low levels, but would certainly feel more comfortable with a 10-year Treasury rate above 3%. At that level, the MVA impact on surrender charge is dampened and is typically less likely to impact policyholder behavior. This MVA feature is a very common feature on multiyear guaranty annuity and indexed annuity products. Because the company and the policyholder sharing the risk, a benefit to the company has lowered reserve requirements and the opportunity to support better product crediting rates and since nearly all are MYGA and most indexed carriers have an MVA feature, it also helps with product competitiveness. Despite the increase in Treasury rates since year-end we are redesigning our product portfolio so that we have greater protection in extremely low Treasury rate environments. I’ll make a few other comments on EquiTrust Life before turning to Farm Bureau Life. Midyear we took action to slow the pace of sales growth at EquiTrust Life in order to preserve capital. These efforts have been successful with fourth quarter 2008 premiums collected at the EquiTrust Life independent channel of $204 million, the decrease of 60% from the fourth quarter of 2007. This deliberate slowdown was done with the desire to have EquiTrust Life support its production with internally generated capital. In December, the SEC approved its Rule 151a which will change the Federal Law status of indexed annuities from insurance products to registered securities products. Since that time various organizations, including a coalition of insurance companies and independent marketing organizations, as well as the NAIC and the National Conference of Insurance Legislators have filed a suit against the SEC challenging this action and are attempting to overturn this rule. Assuming this rule is enacted, its effective date is expected to be January 12 of 2011. The good news is that the SEC increased the transition period to two years from the one year period originally proposed. This longer transition period will allow FBL time to implement changes as needed plus hopefully it will give time for these lawsuits to be litigated. Now I’ll turn to Farm Bureau Life. Farm Bureau Life’s 2008 sales were a record and the company continues to generate capital. For the fourth quarter Farm Bureau Life had premiums collected of $136.4 million, an increase of 21% from the fourth quarter of 2007. Traditional annuity sales continued to be strong again this quarter and were up 144%. Traditional and universal life insurance premiums collected were up 3% and variable sales were down 43%, reflecting consumer’s lessening desire for variable products given the volatile equity markets. Both of our subsidiaries have experienced pressure on investment valuations and both have had other than temporary impairments. However, Farm Bureau Life is well prepared in this environment as it has long been capital self sustaining and consistently generated excess capital. Farm Bureau Life’s strong affinity and brand awareness continue to provide FBL with the unique market position and competitive advantage. Particularly during these times of market volatility and economic stress our Farm Bureau agents and our full line of life insurance and annuity products provide value and support to the niche marketplace of Farm Bureau members. The Farm Bureau niche customer base is the foundation of our companies and its franchise is strong. We see opportunity ahead for Farm Bureau Life and are focused on delivering consistent, predictable and sustainable growth from this marketplace. 2009 will be a challenging year as we navigate through the current challenges we plan to maintain and build upon our capital strength through the management of EquiTrust Life premium levels, strict expense control controls and a continued focus on enterprise risk management. These actions are designed to help us weather this storm and position FBL for the future when we come out of this recession. With that, I’ll turn it over to Jim Brannen for the financial review.
- Jim Brannen:
- Good morning everyone. This morning I’m going to cover several topics; capital and liquidity, fourth quarter results, our investment portfolio and the related unrealized losses. First a comment on capital levels, FBL has total capitalization when you exclude AOCI of over $1.3 billion; it is an increase over 2007. Taking into account accumulated other comprehensive loss total capitalization was nearly $700 million. As we talked about in last quarter’s call, in November we obtained $100 million in debt financing with a three year maturity from affiliates Farm Bureau Mutual and the Iowa Farm Bureau Federation. At year end our debt to total capitalization ratio with equity credit for our trust preferred was 24.9% with securities at cost, we’re comfortable with that level. We estimate that Farm Bureau Life has approximately $55 million of excess capital for an A level rating from S&P and $133 million of excess capital for an A level rating from A.M. Best. EquiTrust Life has the appropriate capital for an A rating from S&P and $56 million of excess capital for an A rating from A.M. Best. We plan to continue to target the A rating levels of capital amounts, despite having an A minus rating from A.M. Best currently and regardless of any future rating agency actions. At this time we believe we have adequately liquidity to fulfill our commitments and we’ve got more than $80 million available at holding company level. At year-end 2008 we estimate the company action level RBC was 416 for Farm Bureau Life and 300 for EquiTrust. As Jim mentioned, Farm Bureau’s life business model is strong, Farm Bureau Life continues to be a steady producer of capital. EquiTrust Life continues the goal of being self sustaining from a capital perspective and that started in the second half of 2008 with changes we made to slow the pace of growth. We maintain liquidity in the form of short term investments and cash and cash equivalents. At year-end this totaled over $300 million, that’s nearly double with what we held at the end of 2007. In addition, Farm Bureau Life and EquiTrust are members of the Federal Home Loan Bank. This provides a source of additional liquidity for each of those companies. We’ve also got $2.2 billion of securities and a gain position that could be sold if needed. Next we’ll turn to fourth-quarter results. We experienced an operating loss of $0.18 per share. Results for the quarter were primarily impacted by three items; the DAC charge, due to increased surrenders at EquiTrust Life; the related additional DAC amortization and our mortality experience higher than our expectations. Now the largest item by far was the DAC charge of $0.64 after tax. That relates to the increased surrenders that Jim discussed in updating our shock lapse assumptions in our MYGA business. As a result of the increased surrenders, we had higher DAC and DSI amortization of $0.12 per share in the fourth quarter. Another difference from expectations was $4.3 million or $0.09 per share in increased DAC amortization for our variables segment due to the decline in the equity markets. As you know mortality experience can fluctuate from quarter to quarter, our death benefits for the fourth quarter were $25.8 million. That compares to $20.2 million in the fourth quarter of ‘07. That’s a bit higher than our expectations, but for mortality experience that’s still within what we consider a normal range. I’ll turn to spreads. In general, universal life spreads remained above target. Our annuity spreads were under pressure really reflecting elevated option costs, a loss in investment income from swaps and holding more cash. At year-end spreads on our exclusive annuity business decreased during the quarter by 14 basis points 157. We did take rate action on this business during the quarter of 15 basis points, but the investment yield for the business declined from our interest rate swaps. The swaps are tied to LIBOR and as many of you know LIBOR dropped dramatically near year-end resulting in an additional loss to those contracts. Our target for the business is 170 basis points. We’ll continue to monitor LIBOR and we’ll make credit rating changes if are deemed appropriate. For our universal life business our spread on a statutory basis decreased by 4 basis points during the quarter to 189, that remains well above our target for the business at 181 and the spreads on this business have been stable. The spread for our independent direct, fixed-rate annuity business decreased by one basis point to 100 which is above our target of 94 and the spreads on our independent direct index business were 229 at quarter end. Investment yield was steady on that book, but the option cost increased quite a bit due to mortality. This business is below the target right now at 238. As we announced earlier in the month, in order to control expenses during these turbulent economic times, we have taken actions to reduce expenses, including reducing our workforce by 4%, streamlining operations and reducing many other expenditures. As a result of these actions, we expect to achieve annual cost savings of approximately $7 million on a pretax basis. We also expect to record a pretax special charge of $1.2 million in the first quarter of ‘09 related to those expense savings. With our earnings announcement yesterday, we stated we are not going to provide 2009 earnings guidance due to the volatile market conditions. That, combined with the extraordinary events affecting financial companies, doesn’t really allow us to provide an accurate estimate of earnings for you at this time. That being said I would still like to point out that the $0.64 of DAC unlocking and much of the $0.12 of the increased amortization, this quarter we believe are one-time events. Over the course of the year, we spend a lot of time talking about our investment portfolio. We filed our Form 10-K yesterday and I urge you to review it as it has a wealth of information on our investments. Today I’m going to spend a few minutes discussing the investment categories that have been the hottest topics lately, commercial mortgage loans and CMBS. At year-end, we had commercial mortgage loans totaling $1.4 billion and that’s about 12.7% of our total investments. That represents 352 loans that are underwritten internally. We underwrite these very conservatively. They are well diversified by property type, geographic location. We focus on the underlying real estate, the leasing and the business use for the real estate as well as the financial strength, the management and the borrower. We primarily focus on office and retail, industrial distribution properties and we don’t have any single-family, hotel, apartment or agricultural loans. At year-end, our average loan-to-value of the current outstanding principal balance at origination was a conservative 59%. We also have a long history of extremely low delinquency rates. At year-end, we had one mortgage loan in foreclosure, but we don’t expect to take a loss on this loan. The outstanding loan amount is $9.4 million and the current appraised value is $11.1 million. We do recognize that the U.S. economy is facing unprecedented challenges, but even with these challenges, we feel like this mortgage loan portfolio is going to hold up very well. Next I will turn to commercial mortgage backed securities. At year-end we had CMBS totaling $640 million and that is 5.9% of our total investments. Most of the CMBS is government-backed or super senior, almost all of it is AAA rated. We’ve performed a variety of stress testing on the portfolio and believe it will hold up very well. There is the risk that the securities will be downgraded. There is pressure on pricing, but ultimately we believe these will still continue to perform. At year-end, December 31, 2008, FBL had fixed-maturity securities with gross unrealized at $1.65 billion, when you combine that with securities in an unrealized gain position, these nets to $1.54 billion. These unrealized losses reflect a decrease in the market value of investments, really resulting from increased spreads due to the distressed and volatile markets. Our analysis indicates that the lion share of the unrealized loss relates to investment grade debt securities, where the values have declined from widening of the credit spreads to unprecedented levels, rather than specific credit deterioration. As most of you know, pricing pressure is coming more from the illiquid markets than defaults. At December 31, 2008, 96% of our fixed-maturity securities in the portfolio were investment grade debt securities. I’d reiterate in closing, 2008 was by far the most challenging year financially for FBL, since inception as a public company. Looking ahead through 2009, there is continued uncertainty about the global economy and capital markets. Despite the tough environment, our companies are adequately capitalized and we have liquidity to fulfill our commitments. We are addressing the challenges of the difficult times and we are working to ensure the long-term success of FBL Financial Group. That concludes my prepared remarks. We are now going to turn the call back over to the operator and open it up for any questions that you might have.
- Operator:
- (Operator Instructions) Your first question comes from Steven Schwartz - Raymond James.
- Steven Schwartz:
- I got a few; I guess I will start with just on the capital numbers that you gave. Iowa has changed a couple of rules. They are now including deferred tax assets, I guess to some extent, as well as they changed the rule with regards to how you value the derivatives for the indexed annuities. Jim, do you have a sense about how much that added? Did you include any of that in there?
- Jim Brannen:
- Yes, it’s in there. I’d say on the deferred tax side, three subsidiaries about a little north of $20 million and on the index annuity change, I guess around 61 and I guess I want to talk a little bit about that. I mean, folks are distinguishing that Iowa companies are getting the deferred tax benefit and I really think that it possibly is just an advanced benefit in the sense that NAIC is going to probably take that issue up again in ‘09 here again and likely other companies will get it as well. So, on the indexed annuity change, that was really a method that was fixing a method that was very detrimental and non-economic for the companies that wrote indexed annuities in terms of the statutory accounting rules. So, that was really restoring quite a bit of non-economic losses that were already booked throughout the year in 2008, as the equity markets declined and the value of the options declined on our books. Although, while the options decline on the books, we’re also not going to provide indexed credits from those options either so, really that was a bit of a restoration and an equity issue to get the accounting right for these indexed annuities on a statutory basis.
- Steven Schwartz:
- Yes, I agree with the indexed annuity part that the old way they did it made no sense whatsoever. The $20 million for each on the deferred tax asset, would you know how many basis points of RBC that would be for each company?
- Don Seibel:
- I have it right here. For Farm Bureau Life, that was 21 points and for EquiTrust Life that was 16.
- Steven Schwartz:
- Then if I could, the $7 million of savings that you noted, would any of that wind up or would any of that I guess, have round up in DAC and therefore not really go to the bottom line?
- John Paule:
- That number that we disclosed is net of what would have been deferred. So, that is the bottom-line impact, but that is prior to some transition in severance costs that we will end up recording in 2009.
- Steven Schwartz:
- Then one other question more on a grand scale vis-a-vis getting ready for SEC 151a, didn’t really like you incurred a whole bunch of costs this quarter. Are those efforts going to be put off maybe until the third quarter when it is kind of expected, when the D.C. Court of Appeals would come down with a decision?
- John Paule:
- I would say that the answer to that question, Steve again, this is John Paule, would be yes. We’re obviously watching that litigation. We always felt comfortable that the company could be adequately prepared for 151a when we originally thought there was going to be a one-year transition. So, this clearly gives us some additional cushion.
- Jim Brannen:
- Steve, on the first part of that, you said something about costs?
- Steven Schwartz:
- Yes, I was just looking a kind of the numbers and it didn’t appear to me that really any money had been spent on, say, beefing up a broker-dealer or something like that?
- Jim Brannen:
- That would be true.
- Operator:
- (Operator Instructions) Your next question comes from Jukka Lipponen - KBW.
- Jukka Lipponen:
- Good morning. Couple of questions, first of all, I guess in January at EquiTrust, surrenders were running at close to $300 million. How have they trended or how did they trend in February?
- Jim Brannen:
- Thanks Jukka, good morning. I don’t have a specific run rate, but I can tell you over the last several days as we’ve had additional increases in the treasury, you can see the direct correlation and I would say the run rates decreasing pretty much daily and is in the 30%, 40% range of where it was.
- Jukka Lipponen:
- 30% to 40% of these like 300 in January?
- Jim Brannen:
- Yes, on a run rate; but it is moving in a direction everyday, so, I hate to project that out.
- Jim Noyce:
- That’s about, what it seems to have been the last several days, but trending downward still is so what we’ve been seeing.
- Jukka Lipponen:
- Okay and how much liquidity, could you potentially access at the Federal Home Loan Bank?
- Jim Brannen:
- That has several moving parts and changes each quarter based on the securities that you need to pledge in the commissioner’s account as well. We also don’t have very much access to it in terms of right now with the covenants included in our bank line of credit. So, accessing that would require us to either get a covenant waiver or pay that line of credit down.
- Jukka Lipponen:
- I think in the carrier segment you intend to pay the line off in the first quarter.
- Jim Brannen:
- Yes, it’s our consideration to do that. We may do that, I believe it’s about $600 million today at Farm Bureau Life and that number bounces around a bit more at EquiTrust.
- Jim Noyce:
- But it’s still several 100 million.
- Jim Brannen:
- It is.
- John Paule:
- Yes, I’d say at this point in time, we would certainly be comfortable with a 250 number. With spreads coming in that helps the number too, as unrealized losses come in and with what we’ve seen going on in February and we are expecting that to improve over the course of this month.
- Jim Brannen:
- Jukka, we also have right now quite a bit of cushion in the securities we hold in our custody account and we are working to see if we can get that cushion decreased and that would increase our amount that we could pledge to the Federal Home Loan Bank considerably a magnitude of half again as much, probably.
- Jukka Lipponen:
- The statutory earnings and I forget now whether it is just EquiTrust or in total, I guess in total, you were just a little north of breakeven, down obviously quite a bit from 2007. Can you just give us color on what drove that?
- John Paule:
- Yes, we did have some impact in the fourth quarter with the increased surrender activity that generated some statutory losses and we took a look at the surrender rate and actually set up some reserves at the end of 2008 to cover some of the anticipated activity in 2009. So, that impacted statutory results negatively as well.
- Jukka Lipponen:
- Okay, I didn’t want to take too much time, but a couple more questions then. You are saying that if you need to you might sell securities that are in a gain position to sort of fund the surrenders, but doesn’t that potentially create an asset liability matching issue?
- Jim Brannen:
- Yes, there is no doubt that ideally you want to have the durations match and you want to have the cash flows match the best that you can. Additional surrenders that are not in pricing, does cause a dislocation in the ALM process, there is no doubt. The reason for the disclosure is just more around liquidity and it’s available to us, than that would be our intention.
- Jukka Lipponen:
- Then lastly, can you give us a little more color in terms of the makeup of the retail part of your mortgage loan portfolio?
- Jim Brannen:
- Well, their primary focus is anchored strip mall like a grocery store, anchor strip mall would probably be and then some of the big box. We have done a fair number of Walgreens, which of course a lot of those have got moved over to the credit tenant side. We haven’t focused on mall property per se. Like the anchored strip mall is probably the largest portion of it.
- Jukka Lipponen:
- Any sense of robust sense how much of the portfolio that would make up?
- Jim Noyce:
- We have our retail percentage broken out. I guess I’d have to follow-up to get you the percent of retail that how that breaks out, retail makes up about 34% of the total commercial mortgage loans.
- Operator:
- Your next question comes from Steven Schwartz - Raymond James.
- Steven Schwartz:
- Just to concentrate on the mortgage loan portfolio, I think you said the LTV was 59%, when was last time appraisals were done?
- Jim Noyce:
- We haven’t really made a formal LTV review or appraisal review on these. We do more of a general market monitoring. To the extent that very high percentage of our portfolio is amortizing, we’ve always felt comfortable that we are staying ahead of the curve in terms of our loan-to-current valuations.
- Steven Schwartz:
- Jim Brannen, maybe you can discuss something. This is kind of wide, but thoughts on the statutory capital effect of possible credit rating migration for the CMBS portfolio.
- Jim Brannen:
- I don’t know that I’ve got the numbers broken down specific to that. We have stress tested the entire portfolio for the continued economic scenario and what we have done is maybe a three year look that includes not only defaults, but does include the impact of downgrades, includes changes in convexity and other factors on the capital. Even in a situation where we continue on the way we are for a couple of more years, risk based and A.M. Best capital holds in there at the current rating levels very, very well, S&P gets to be a little more challenge if you keep this kind of pace up for three years for sure, but I don’t have it broken down in that category.
- Jim Noyce:
- I guess I’d say we would regard the portion of our CMBS portfolio that’s the most vulnerable to downgrade would be the junior AAAs which are about 6.5% of the total. The market on the AA is generally 8% to 11% subordination and we have a fairly small book there, but other loans are 14%, 35%, 21%, and 10% subordinations. So, even those AAs probably are less vulnerable, we think than our junior triple. We think our junior triples are solid enough to be certainly very creditworthy, but if we have a very severe commercial real estate scenario, so I think it just bumped down easily to the AA or A range depending on how things play out.
- Steven Schwartz:
- Final question; just thinking about ratings A.M. Best and S&P, I would assume maybe I’m wrong, but I would assume that in your marketplace, in your distribution that A.M. Best is the most important one?
- Jim Noyce:
- Certainly that’s true, Steve. This is Jim Noyce. Both ratings are important. The S&P ratings, the primary reason we received those in the first place was the issuance of public debt and moved the A to A minus which was announced this morning, probably you saw. Although, disappointing we don’t think we’ll have impact on our distribution of product. A.M. Best on the other hand, I think that probably both distributions pay more attention to that one, as you are aware that one was changed to A minus last fall.
- Operator:
- Your next question comes from DeForest Hinman - Walthausen & Company
- DeForest Hinman:
- Can you actually disclose what the delinquency rates are on the commercial mortgage holdings?
- Jim Brannen:
- We really only had two delinquency thus far. We had a loan just right at the end of the year surfaced and --.
- Jim Noyce:
- That was $9 million out of the $1.4 billion portfolio.
- Jim Brannen:
- We really had a great track record so far and that one we actually did an appraisal and I think it was about 20% in excess of our loan value, according to a January appraisal.
- Jim Noyce:
- That is the only one we had in 2008 and probably for several years prior.
- DeForest Hinman:
- Just to clarify, what is our definition of delinquency? Is it 60 days, 90 days, 30 days?
- Jim Noyce:
- I don’t know that we have -- [Multiple Speakers]
- Jim Brannen:
- It hasn’t been necessary to have. We don't have anything else that’s, so I guess --.
- DeForest Hinman:
- Alright and one last one on that portfolio its commercial mortgages. Are all those at this point in time cash flow producing properties in the sense that we don’t have any construction type mortgages at this time?
- John Paule:
- Right, we’ve not been involved in construction lending as a general thing.
- Operator:
- With no further questions in the queue, I would like to turn the conference back to Ms. Till Stange for any additional or closing remarks.
- Kathleen Till Stange:
- Thank you, for your interest in FBL Financial Group and for participating in today’s call. Please mark your calendars for our first quarter 2009 earnings release on May 7, and conference call on May 8. Please feel free to give us a call if you have any individual follow-up questions. Thank you.
- Operator:
- This does conclude today’s presentation. We thank everyone for their participation. You may disconnect your lines at any time and have a good day. Copyright policy
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