HP's $11.1 Billion Autonomy Deal and the $8.8B Writedown

A takeover announced under cover of three other decisions

On August 18, 2011, Hewlett-Packard told the market four things in a single afternoon. Third-quarter results were adequate, the TouchPad tablet and the webOS phone business were being shut down, the Personal Systems Group that made HP the largest personal computer manufacturer in the world was under review for separation, and HP had agreed to buy Autonomy Corporation plc, the biggest software company in the United Kingdom, for £25.50 a share in cash.

Only the last of those was a growth story, and it was the one investors heard least. HP's shares fell $5.91 the following day, closing at $23.60, a one-day loss of 20% and the worst in the company's modern history. Léo Apotheker, ten months into the chief executive's job, had asked shareholders to accept the destruction of a hardware franchise and the purchase of a software pivot on the same day, and they declined.

The number the deal is remembered for

Fifteen months later, on November 20, 2012, HP disclosed a non-cash impairment charge of approximately $8.8 billion against the goodwill and intangible assets it had recorded for Autonomy. More than $5 billion of it, the company said, arose from serious accounting improprieties, disclosure failures and outright misrepresentations at Autonomy before the acquisition. HP referred the matter to the Securities and Exchange Commission and the UK Serious Fraud Office the same day.

What followed is the most litigated acquisition in modern corporate history: a criminal conviction in San Francisco, an acquittal in the same courthouse six years later, the largest civil fraud trial ever heard in the English High Court, a record audit fine against Deloitte, an extradition, and a superyacht sinking off Sicily that killed the founder eleven weeks after he was cleared. Underneath all of it sits one unresolved question: how much of the $8.8 billion was fraud committed against HP, and how much was a price HP chose to pay on the back of due diligence its own executives never read.

An acquisition machine that had stopped compounding

HP arrived at 2011 as a company whose growth had been bought rather than built. Under Mark Hurd it had spent roughly $37 billion on acquisitions while revenue and cash flow stayed broadly flat, a pattern the short seller Jim Chanos was describing publicly at the time as a business offsetting decline by buying other businesses. Hurd resigned in August 2010 after an expenses investigation, and the board hired Léo Apotheker, formerly chief executive of SAP, with an explicit mandate to move HP toward higher-margin enterprise software.

That mandate had an arithmetic problem attached. HP's Software segment was tiny against a group turning over more than $120 billion a year, and no amount of organic investment would change its share of the mix inside a realistic tenure. The only instrument that moves a revenue mix quickly is an acquisition large enough to matter, which meant Apotheker was hunting for a target that was expensive by definition.

What Autonomy sold, and why it looked unlike anything HP owned

Autonomy was the rare European software company with genuine scale and a differentiated product story. Founded in Cambridge in 1996 by Mike Lynch, it sold IDOL, a pattern-recognition engine that indexed and searched unstructured data: emails, voice recordings, video, documents, the corporate information that does not sit in rows and columns. It served more than 25,000 customers, employed about 2,700 people, and sat in the FTSE 100.

Unstructured data and IDOL

Structured data lives in database fields with defined types, and conventional software queries it easily. Unstructured data is everything else an organization generates: correspondence, contracts, call recordings, presentations, surveillance video. Autonomy's Intelligent Data Operating Layer, marketed as IDOL, applied probabilistic pattern matching to that material so it could be indexed, searched and classified without a human first tagging it. The commercial pull came from electronic discovery and regulatory compliance, where a bank or a law firm must find specific material inside millions of unlabeled documents.

The financial profile was the other half of the attraction. For calendar 2010 Autonomy reported revenue of $870 million, up from $739.7 million in 2009, with gross margins of 87% and adjusted operating margins of 43%, and it had compounded revenue at roughly 55% a year over the previous five years. HP's press release cited those numbers directly. Against HP's own single-digit margins in personal systems and printing, they described a different species of business.

The price of certainty in a recommended offer

The terms were struck to remove any possibility of a contest. £25.50 in cash was a 64% premium to Autonomy's closing price on August 17, 2011, and about 58% above its average close over the prior month, well beyond the range a control premium normally occupies in large-cap software. Autonomy directors holding just over 9% of the company gave irrevocable undertakings, and the board recommended the offer unanimously.

The reported deal value is worth pausing on, because sources genuinely conflict and none is wrong. Press coverage put the cost at roughly $10.2 billion, US prosecutors and fully diluted calculations at about $11.7 billion, and HP's accounts and every subsequent English judgment at approximately $11.1 billion. The gap turns on options, Autonomy's cash and the exchange rate applied, and no public document reconciles it; this study uses $11.1 billion, the figure the courts used.

The financing mattered later. HP funded the purchase from existing cash plus a £5 billion 364-day unsecured bridge term loan with Barclays as administrative agent, and Apotheker suspended the share repurchase program to preserve capacity. A company that pays cash and borrows to do it has no equity currency absorbing any part of the risk, the same structural choice that left Bayer alone with Monsanto's litigation and the same one that leaves an acquirer with no recourse when the asset disappoints.

A growth story buried under a strategy grenade

The August 18 announcement was, in communications terms, indefensible. Investors were asked to absorb the write-off of the webOS hardware business bought with Palm the year before, the possible separation of a division generating roughly a third of group revenue, and a 64% premium for a British software company, all inside one press cycle. The acquisition never got its own hearing.

The market's reading was that HP was dismantling what it understood in order to buy something it did not, at a price set by a seller who knew that. The stock fell to a six-year low, and analysts who had spent the day questioning the PC separation had little attention left for whether £25.50 was defensible. That sequencing failure destroyed the internal political capital Apotheker would have needed to defend the deal five weeks later.

The finance chief who told the board no

Inside the boardroom the deal was not unanimous in spirit even though it was unanimous on the record. Cathie Lesjak, HP's chief financial officer and a thirty-year veteran of the company, opposed the acquisition to the full board and, according to documents later filed in the shareholder litigation, expected to be fired for it.

Her stated objections were about execution risk rather than fraud. She argued that the size of the premium would alarm shareholders, that HP's bankers had understated the likely hit to the share price, and that HP's record of integrating large acquisitions did not support taking on another one. She also approached the chairman, Ray Lane, to try to stop the transaction. The board approved it anyway.

Six hours of calls and a draft nobody read

The confirmatory due diligence was the part of the process that would look worst in hindsight, and the details emerged under cross-examination in London years afterward. KPMG was engaged to support HP's review but was not asked to audit Autonomy or to review Deloitte's audit work. Its report existed only in draft on August 9, 2011, was never finalized, and HP treated diligence as complete by August 16.

Confirmatory due diligence

In a public-company acquisition the buyer rarely gets the access it would demand in a private deal. It receives a data room curated by the seller, a fixed number of management sessions, and audited accounts it did not commission. Confirmatory due diligence is the work done inside that constraint: testing the seller's representations rather than independently rebuilding them. A full due diligence process in M&A treats an audit opinion as one input, not as the answer.

Apotheker testified in London that he had never read the KPMG draft and had not read Autonomy's recent quarterly financials before committing HP to the purchase, telling the court that the system relied on professional accountants and that it was not up to him to read them. Lesjak did not read the diligence report either. Lynch's legal team later characterized HP's substantive diligence as roughly six hours of conference calls.

Thirty-five days from announcement to a fired chief executive

Apotheker did not survive the reaction. On September 22, 2011, the HP board removed him after eleven months and named Meg Whitman, the former eBay chief executive and a sitting director, as president and chief executive. The company had cut its outlook three times during his tenure and was signaling it would miss again.

The board did not, however, reconsider the acquisition. Whitman inherited a signed recommended offer that had been publicly backed by the entire board, including her, and abandoning it would have required either a shareholder revolt at Autonomy or a material adverse change HP could prove. She closed it, and thereafter owned both the asset and the decision.

87.34% and a squeeze-out

The transaction ran as a takeover offer under the UK Takeover Code rather than a court-sanctioned scheme of arrangement, which is the faster route to control and the one a buyer picks when it wants to consolidate quickly and mop up the tail afterward.

The route mattered. A scheme of arrangement requires a court hearing and a shareholder vote and takes longer; an offer lets a buyer take control the moment acceptances cross the threshold. HP chose speed at exactly the point where more time would have been the cheapest thing it could buy.

Compulsory acquisition, or the squeeze-out

Under sections 974 to 991 of the UK Companies Act 2006, an offeror that has acquired 90% in value of the shares it bid for can force the remaining holders to sell on the same terms. The mechanism exists so that a small minority cannot block full ownership after the economics have been settled by the market, and it is what converts a majority stake into a wholly owned subsidiary.

The whistleblower who arrived seven months later

The integration went badly from the start. Autonomy missed its numbers inside HP almost immediately, senior Autonomy executives began leaving, and Lynch departed in May 2012, roughly seven months after closing, with the business well short of plan.

In the same month a senior member of Autonomy's own finance organization went to HP with allegations about how revenue had been recognized before the acquisition. Whitman commissioned a forensic accounting review, with PricewaterhouseCoopers working through the historical contracts. That review, not a routine impairment test, produced the November 2012 disclosure, and its timing matters to the argument that followed: HP's case for fraud was assembled after the asset had already failed to perform.

Hardware sold at a loss, booked as software

The first and largest category concerned hardware. Autonomy bought commodity servers and storage, resold them at or below cost, and, on HP's case, presented the resulting revenue inside its IDOL product line, with the losses absorbed in sales and marketing costs so that reported gross margins stayed at software levels. Over 2009 to 2011 Autonomy sold more than $100 million of hardware products, and HP alleged that mischaracterized transactions accounted for as much as 15% of reported revenue in some periods.

Mr Justice Hildyard, who tried the English civil claim, found the practice deliberate and its stated commercial rationale false.

He found the hardware program was conceived, expanded and implemented to cover shortfalls in software revenue, and that the justifications advanced at trial were pretexts. The mechanism is simple and hard to detect from outside: buying a dollar of servers and selling them for ninety cents converts cash into revenue at a 10% cost, and if the revenue lands in a high-margin product line while the loss lands in an operating expense line, both growth rate and margin profile survive intact.

The reseller carousel

The second category was the reseller channel. At quarter-end Autonomy booked license sales to value-added resellers that had no end customer behind them, then arranged for the resellers to be made whole, most often through reciprocal purchases of goods or services Autonomy did not need.

Channel stuffing and round-tripping

Channel stuffing is the practice of pushing product into a distribution channel near a period end so that the shipment can be booked as revenue, regardless of whether an end customer exists. It becomes a round-trip transaction when the vendor also funds the reseller's payment, typically by buying something back, so cash makes a loop and returns while only the inbound leg is recorded as sales. Both are hard to spot from published accounts, because revenue and receivables look normal; the tell is counterparty concentration, quarter-end timing, and matching purchases in an unrelated expense line.

The judgment found most of the contrived transactions involved just five resellers: Capax Discovery, Discover Technologies, FileTek, MicroTech and MicroLink. The pattern is visible in a single counterparty: MicroLink was invoiced $15.3 million but paid only $2.1 million, the difference funded by Autonomy's own reciprocal purchases. Hildyard held these transactions had no commercial substance and existed only to maintain the appearance of meeting revenue targets. Prosecutors described the same pattern as round-trip payments to resellers, alongside backdated purchase orders used to pull revenue into closed quarters.

The IFRS defense, and why the auditors did not object

Lynch's answer, given publicly within days of HP's disclosure and maintained for the next twelve years, was that nothing had been hidden and that the disagreement was a standards dispute. Autonomy reported under IFRS versus US GAAP, and revenue recognition for software under international standards is materially more judgmental than the rules-based US regime HP applied. Hardware sales, on this account, were properly recognized, and HP had simply misunderstood the accounts of a British company.

The defense drew genuine support from one uncomfortable fact: Deloitte, Autonomy's auditor, approved the accounting treatment of the hardware sales year after year, and an EY presentation to HP's own audit committee in November 2011 put hardware at about 11% of the acquired portfolio without causing alarm. That is either evidence that the accounting was defensible or evidence that the audit failed, and in 2020 a UK tribunal decided it was the second. What the numbers below cannot settle is the question the two legal systems went on to answer differently, which is whether the people who produced them knew.

The scale is the point of the table. A cumulative overstatement of roughly $193 million against a company acquired for about $11.1 billion is a serious fraud and a small number, and the whole subsequent argument is about the multiplier connecting the two. A rigorous quality of earnings review exists to find revenue of this kind before a price is agreed, by testing cash conversion, counterparty concentration and quarter-end timing rather than reading audited totals.

November 20, 2012

HP disclosed the charge alongside its fourth-quarter and full-year results. The Software segment took a non-cash impairment of goodwill and intangible assets of approximately $8.8 billion, HP reported a fourth-quarter GAAP net loss of $6.9 billion, or $3.49 a share, and a full-year loss of $12.7 billion on revenue of $120.4 billion. The stock fell more than 12% on the day.

Goodwill impairment

When a buyer pays more than the fair value of the identifiable net assets it acquires, the excess sits on the balance sheet as goodwill. It is not amortized but tested at least annually, comparing the carrying value of the reporting unit against its recoverable amount, usually a discounted cash flow; any shortfall is written off through the income statement. No cash moves, because the cash left at closing. The charge is the accounting system conceding that the price paid cannot be supported by the expected cash flows, and the mechanics are set out in our note on goodwill and intangibles in M&A accounting.

Whitman's framing on the day was that HP had done what any buyer of a listed company does, and had been deceived.

More than five billion of fraud, and the rest

HP was explicit that the majority of the charge, more than $5 billion, related to the improprieties, disclosure failures and misrepresentations and to their effect on Autonomy's expected long-term performance. The balance HP attributed to other factors, principally the recent trading value of its own stock.

That second driver is where the arithmetic becomes contestable, and the English court examined it in detail. HP raised the weighted average cost of capital applied to Autonomy from 9.5% in August 2012 to 16% in October 2012, and that change alone accounted for roughly $3.6 billion of the writedown. Hildyard was scathing about it, describing discount rates he characterized as crazy and a nonsensical result driven by the need to bring carrying values down toward HP's falling market capitalization.

The rows do not sum, and are not meant to. The fourth is a cross-cutting driver of the first two rather than a separate slice, and the fifth is a court's finding six years later answering a different question. The sixth row is the context usually left out: three months earlier HP had written off about $8 billion of goodwill on the Services business built around EDS, giving the same primary reason, the recent trading value of HP stock. A company whose own multiple is collapsing will fail impairment tests on assets that have done nothing wrong.

The overpayment reading

The most widely cited independent analysis came from Aswath Damodaran of NYU, writing days after the announcement. He noted that HP had paid roughly six times revenue and fifteen times earnings against a pre-deal market capitalization near $5.9 billion, and he deconstructed the price into book value, an accounting write-up of assets, the pre-deal market premium and an acquisition premium of about $5.2 billion.

His conclusion was that the fraud could explain something in the order of $1.7 billion of lost pre-deal value, leaving the great majority of the writedown to overpayment and subsequent deterioration. That is not a claim that Autonomy's accounts were honest; it is a claim about arithmetic, and it anticipated by more than a decade what an English judge would find after a 93-day trial. Goodwill created by an excessive premium impairs on schedule whether or not anyone lied.

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The London trial HP substantially won

HP sued Lynch and Sushovan Hussain, Autonomy's former chief financial officer, in the English High Court. The trial ran for 93 days between March 2019 and January 2020, drew on millions of documents, and produced a judgment running past 1,600 pages and more than 800,000 words. Hildyard released a summary of his conclusions on January 28, 2022 and the full judgment on May 17, 2022.

Section 90A FSMA

Section 90A and Schedule 10A of the Financial Services and Markets Act 2000 give an investor a statutory claim against a listed issuer for untrue or misleading statements in published information, where a person discharging managerial responsibilities knew the statement was untrue or was reckless as to it. It is the UK's closest analogue to a US securities-fraud claim, and until Autonomy it had never been tried to judgment. The case established that a director must have the relevant facts present in mind when the statement is made, and that a claimant need only show the statement influenced its judgment.

HP substantially succeeded, on the statutory claim and on common law deceit and misrepresentation, judged on the civil standard of the balance of probabilities. Lynch's counterclaim over HP's statements about the writedown was effectively dismissed. Critically for the diligence argument, the court held that caveat emptor does not apply to fraud and that inadequate due diligence is not a defense, so HP's failure to read its own advisers' work did not defeat its claim. The judge signaled immediately that damages would be substantially less than the sum claimed.

The San Francisco juries that split

The US criminal track ran in parallel and produced opposite results on the same conduct. A federal jury convicted Hussain in April 2018 on one count of conspiracy, fourteen counts of wire fraud and one count of securities fraud; in May 2019 Judge Charles Breyer sentenced him to 60 months in prison, fined him $4 million and ordered forfeiture of $6.1 million. Prosecutors described backdated contracts, round trips and channel stuffing that had inflated revenue by as much as 21.5% in a single quarter.

Lynch was indicted in November 2018, fought extradition for four years, was approved for removal by the Home Secretary in January 2022 and was flown to the United States on May 11, 2023, where he was held under house arrest on $100 million bail. His trial began in March 2024. On June 6, 2024, after an eleven-week trial, the jury acquitted him on all fifteen remaining counts, and acquitted his co-defendant Stephen Chamberlain, Autonomy's former vice president of finance, on all counts as well.

Why the same conduct produced opposite results

The two outcomes are less contradictory than they look, and the reasons are worth being precise about. The English claim was decided on the balance of probabilities and turned on whether Autonomy's published information was untrue; the US prosecution required proof beyond a reasonable doubt of Lynch's personal criminal intent, count by count, before a jury entitled to acquit if it thought responsibility sat with the chief financial officer or the auditors.

The defense also ran a theory in San Francisco that the civil trial had largely excluded: that Autonomy was a real business destroyed by HP's own mismanagement, and that the prosecution existed to relocate HP's failure onto a founder. Lynch testified in his own defense, and his lawyers called the verdict "a resounding rejection of the government's profound overreach in this case." A jury had declined to hold him criminally responsible for accounts an English judge had already found to be dishonest.

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Deloitte's £15 million

On September 17, 2020 the Financial Reporting Council announced sanctions against Deloitte and two audit partners over Autonomy's audits for the periods from January 2009 to June 2011. Deloitte was fined £15 million, severely reprimanded, and ordered to pay investigation costs of £5,635,014.53 plus tribunal costs, at the time the largest audit penalty in UK history.

The findings went to the two categories at the center of everything else: the accounting and disclosure of hardware sales in 2009 and 2010, and the sales of software licenses to value-added resellers. The tribunal described a wholesale failure of professional skepticism on exactly those transactions. Richard Knights, the engagement partner, was excluded from the Institute of Chartered Accountants in England and Wales for five years and fined £500,000; Nigel Mercer was fined £250,000. In July 2024 the FRC excluded Hussain from the ICAEW until at least November 2038.

The Serious Fraud Office walks away

The UK criminal track went nowhere. The SFO opened an investigation in early 2013 on HP's referral and closed it on January 19, 2015, concluding that on the information available there was insufficient evidence of a realistic prospect of conviction on some aspects, and ceding jurisdiction over the rest to US authorities whose investigation was continuing.

The chairman, the shareholders, and the software HP eventually sold

HP's own shareholders came next. A securities class action on behalf of buyers of HP stock between August 19, 2011 and November 20, 2012 settled for $100 million, with final approval on November 13, 2015. Ray Lane, who had chaired the board that approved the acquisition, drew weak support at the 2013 annual meeting and stepped down as chairman that April.

The asset itself did not stay long. HP split into HP Inc and Hewlett Packard Enterprise on November 1, 2015, with the Autonomy litigation following HPE. On September 1, 2017, HPE completed a spin-merge of its software business, Autonomy's IDOL assets included, with Micro Focus International, a transaction that delivered about $8.8 billion to HPE and its shareholders. Micro Focus was itself acquired by OpenText in 2023. The coincidence of figures is arithmetically meaningless and rhetorically unavoidable: the portfolio that contained Autonomy, along with much else, was eventually monetized for roughly what HP had written off six years earlier.

Two deaths in three days

On August 17, 2024, Stephen Chamberlain, acquitted alongside Lynch ten weeks earlier, was struck by a car while running in Cambridgeshire and died of his injuries. Two days later, before dawn on August 19, the sailing yacht Bayesian sank in a violent storm while anchored roughly 300 meters off Porticello, near Palermo. Lynch had gathered the people who defended him aboard the family's yacht to celebrate the verdict.

Fifteen of the twenty-two people aboard survived. Seven died: Lynch; his eighteen-year-old daughter Hannah; Jonathan Bloomer, chairman of Morgan Stanley International, and his wife Judy; Christopher Morvillo, one of Lynch's defense lawyers, and his wife Neda; and the yacht's chef, Recaldo Thomas. The civil claim did not die with him: in September 2024 HPE confirmed it would keep pursuing damages against the estate.

The number HP finally won

Hildyard handed down his quantum judgment on July 22, 2025, running to 197 pages. The reasoning turned on a counterfactual price: rather than asking what HP had lost outright, the court asked what HP would have paid had Autonomy's true financial position been presented, and concluded that HP would still have bought the company, at a lower price.

HPE's claim had been pleaded at roughly $4.55 billion and cut to $4 billion by February 2024; press coverage through the trial described it as a $5 billion claim. The judge rejected the great majority of it, holding that HP's claim had always been substantially exaggerated and not built on detailed analysis, and finding Autonomy's true value no more than about a tenth below what HP paid.

Interest, currency, and one more appeal

The consequentials judgment of March 24, 2026 fixed the arithmetic. Converted at agreed rates and grossed up for pre-judgment interest running to May 2023, the sum ordered came to $1,235,129,122, about £911.8 million, widely reported as the £920 million the estate owes. Permission to appeal was refused by the High Court on all four grounds the estate advanced, covering both liability and damages.

The estate went directly to the Court of Appeal, and in late August 2026 Lady Justice Asplin granted permission on four of fourteen proposed grounds, holding that the other ten had no real prospect of success. The surviving grounds concern Lynch's knowledge of the improper accounting, the method of calculating damages, and the exchange rates used. A family spokesperson has continued to argue that HP's claim was wildly exaggerated and that its losses came overwhelmingly from its own conduct after the acquisition; HPE says the courts have confirmed it was the victim of fraud by Autonomy's management. The estate is estimated at around £500 million against an award of £920 million, so the appeal is not about apportioning a loss but about whether anything survives.

What is settled

Three things are no longer seriously contested. Autonomy's published accounts were dishonest: an English judge, after the largest civil fraud trial in the country's history, found that hardware was sold at a loss to manufacture software revenue and that reseller transactions with no commercial substance existed to hit quarterly targets. The audit failed: the FRC fined Deloitte £15 million for a wholesale failure of skepticism on precisely those two categories. And a US jury convicted the chief financial officer who executed it.

It is equally settled that HP overpaid independently of any of that. A 64% premium for a company the market valued near $5.9 billion, at roughly six times revenue, buys a very large block of acquisition goodwill that has to be supported by performance no acquirer had modeled carefully. That is the same failure mode as the AOL and Time Warner merger, where the writedown was the accounting system catching up with a price rather than discovering a crime.

What is still argued

The unresolved question is the multiplier. The fraud found by two court systems moved reported revenue by roughly $193 million cumulatively over two and a half years. HP wrote off $8.8 billion and blamed more than $5 billion of it on that fraud. An English judge, given four years and every document, put the overpayment attributable to the misstatements at about £698 million, under a quarter of what HP claimed, and found that HP would have bought Autonomy anyway.

The strongest fact for the second reading is not Damodaran's arithmetic but a line in Hildyard's own judgment. Reviewing what HP had seen before signing, he found that HP and its advisers "did in fact discern many of the matters now complained of" and that these did not cause great concern at the time. The buyer's team saw the hardware, saw the reseller concentration, and priced through it.

The verdict

The honest verdict is that both propositions are true and that they answer different questions. Autonomy committed fraud, and HP has a judgment saying so; anyone arguing that this was purely a case of buyer's remorse has to explain a £15 million audit fine, a five-year prison sentence, and 1,600 pages of adverse findings. But the fraud did not cost HP $8.8 billion, and no court asked to quantify it has ever come close to HP's number. The best available estimate, produced by the judge who read everything, is about £698 million of overpayment, and a little over £700 million in total damages before interest.

What remains is the transferable part, and it is a structuring failure rather than an investigative one. HP paid all cash, at a 64% premium, for a business whose accounting was known to be aggressive and whose auditor's work it had chosen not to examine, without an escrow, a holdback, an earnout, or any instrument that would have left the sellers exposed to what they knew. A cross-border acquirer buying into an unfamiliar reporting regime has two protections: look harder before signing, or make the seller carry part of the outcome. HP used neither, and fifteen years of litigation on two continents have recovered, at best, about a tenth of what it wrote off.

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