6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 6-K

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

March 4, 2020

Commission File Number: 001-32618

Ituran Location and Control Ltd.

(Exact name of Registrant as specified in its Charter)

________________________

3 Hashikma Street, Azour 58001, Israel

(Address of Registrant’s principal executive offices)

________________________

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

Yes ☐      No ☒   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

Yes ☐      No ☒  

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐      No ☒    

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): ______

On March 4, 2020, Ituran Location and Control Ltd. issued a press release announcing Q4 2019 and full year of 2019 earnings results with revenues for Q4 and full year of 2019 of $65.5 million and $279.3 million, respectively and net loss on a GAAP-basis for Q4 2019 of $15.3 million and net income on a GAAP-basis for full year 2019 of $6.9 million.

The following document is attach hereto and incorporated by reference herein:

Exhibit 99.1 Press release, dated March 4, 2020 titled "Ituran Location & Control Reports Q4 and full year of 2019 Results"

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

ITURAN LOCATION & CONTROL LTD.

                            (Registrant)

By: /s/ Eyal Sheratzky      

       Name: Eyal Sheratzky

       Title:   Co-Chief Executive Officer

Date: March 4, 2020

EX-99.1

Exhibit 99.1

ITURAN LOCATION AND CONTROL LTD. PRESENTS

RESULTS FOR THE FOURTH QUARTER AND FULL YEAR OF 2019

AZOUR, Israel – March 4, 2020 – Ituran Location and Control Ltd. (NASDAQ: ITRN), today announced its consolidated financial results for the fourth quarter and full year ended December 31, 2019.

Highlights of full year 2019

• Number of subscribers increased to 1,781,000 at year-end;

• Revenue of $279.3 million;

• Adjusted EBITDA of $76.7 million;

• Generated $59.7 million in full year operating cash flow;

• Total dividends of $20 million declared to shareholders for 2019;

Highlights of the fourth quarter of 2019

• Revenue of $65.5 million;

• Adjusted EBITDA of $16.5 million;

• Generated $17.0 million in quarterly operating cash flow;

• Dividend of $5 million declared for the quarter;

• Net increase in aftermarket subscribers of 22,000;

Management Comment

Eyal Sheratzky, Co-CEO of Ituran said, “We are pleased with the growth of 22,000 aftermarket subscribers in the quarter, which for the last three quarters now, has been at our longer-term expected growth rate. We expect that this continued recovery in the aftermarket subscriber growth will translate into continually improving operating results on a sequential basis throughout 2020.”

Continued Mr. Sheratzky, “Our OEM segment has been weak due to the difficult environment that the car manufacturers in Brazil and Argentina have faced throughout 2019. However, looking ahead to 2020, we believe the fourth quarter represents the bottom and we now expect to resume sequential growth in our results. This is due to the steps we have taken in reducing expenses in Brazil and Argentina, as well as the growth we expect in some of our other countries including Mexico, Ecuador and Columbia.”

The results include the consolidated non-GAAP financial results of Ituran, which exclude revenues and costs related to the purchase price allocation. For further details with regard to the reconciliation between the non-GAAP and GAAP results please see the financial tables with the press release.

Fourth Quarter 2019 Results

Revenues for the fourth quarter of 2019 were $65.5 million. Non-GAAP revenues for the quarter were $66.2 million, representing a decrease of 17% compared with Non-GAAP revenues of $79.4 million in the fourth quarter of 2018.

76% of revenues were from location-based service subscription fees and 24% were from product revenues.

Non-GAAP revenues from subscription fees were $50.3 million, representing a decrease of 9% over the same period last year.

The subscriber base amounted to 1,781,000 as of December 31, 2019, the same level as at the end of the prior quarter. During the fourth quarter, Ituran added 22,000 aftermarket subscribers, while the OEM subscriber base declined by 22,000.

Product revenues were $15.8 million, representing a decrease of 34% compared with the same period last year.

Gross profit for the fourth quarter was $30.5 million (46.6% of revenues). Non-GAAP gross profit for the quarter was $31.2 million (47.1% of revenues). This represents a decrease of 22% compared with Non-GAAP gross profit of $39.8 million (50.1% of revenues) in the fourth quarter of 2018.

The non-GAAP gross margin in the fourth quarter on subscription fees was 55.0% compared with 56.0% in the same period last year. The lower margin was due to the lower level of revenue as well as a decrease in the gross margin from Brazil and Argentina.

The non-GAAP gross margin in the quarter on products was 22.2% compared with 36.7% in the same period last year. The variance in the gross margin between quarters was due to the product mix sold during the various periods.

Operating lossfor the quarter was $16.4 million, which includes an impairment loss of $26.2 million related to the acquisition of Road Track Holdings, which was acquired in the third quarter of 2018. Excluding this impairment loss, the operating profit would have been $9.8 million (15.0% of revenues). It is important to note that this impairment is a non-cash charge.

Non-GAAP operating profit for the fourth quarter was $11.8 million (17.8% of revenues). This is a 38% decrease compared with  Non-GAAP operating profit of $19.0 million (23.9% of revenues) in the fourth quarter of 2018.

Adjusted EBITDA for the fourth quarter was $16.6 million (25.0% of revenues), a decrease of 34% compared to $25.2 million (31.7% of revenues) in the fourth quarter of 2018. Similar to that of the prior quarters in 2019, the decline was fully due to the decline in the OEM business.

GAAP net loss in the fourth quarter of 2019 was $15.3 million or loss per share of $0.73.

Net income on a non-GAAP basis in the fourth quarter of 2019 was $6.6 million (9.9% of revenues) or fully diluted earnings per share of $0.31. This is a 45% decrease compared to non-GAAP net income of $12.0 million (15.0% of revenues) or fully diluted earnings per share of $0.56.

Ituran reported a net impermanent loss related to the acquisition of Road Track Holdings, amounting to $20.2 million.

Cash flow from operations for the fourth quarter was $17.0 million.

Full Year Results

Revenues for 2019 were $279.3 million. Non-GAAP revenues for the year were $283.0 million representing an increase of 12% compared with Non-GAAP revenues of $253.6 million in 2018.

The higher average level of the US dollar exchange rate versus the Brazilian real and the Argentinean peso, during the 2019 versus 2018 reduced the overall revenue level in US dollar terms and had a negative impact on the reported year-over-year revenue growth rate. In local currency terms, non-GAAP revenue grew 16% year over year.

74% of non-GAAP revenues were from location-based service subscription fees and 26% were from non-GAAP product revenues.

Non-GAAP revenues from subscription fees were $208.4 million, representing an increase of 15% over the same period last year. In local currency terms, subscription fees grew 21% over the same period last year.

The subscriber base amounted to 1,781,000 as of December 31, 2019, an increase of 12,000 over December 31, 2018. During 2019, the OEM subscriber base declined by 58,000, while the retail aftermarket subscriber base increased by 70,000, which increased at a rate of 20,000 or more in the past three quarters.

Product revenues were $74.6 million, representing an increase of 4% compared with the same period last year.

Gross profit for the year was $130.5 million (46.7% of revenues). Non-GAAP gross profit for the year was $134.4 million (47.5% of revenues). This represents an increase of 4% compared with Non-GAAP gross profit of $129.1 million (50.9% of revenues) in 2018.

The non-GAAP gross margin for the year on subscription fees was 56.7% compared with 61.3% last year. The lower margin was due a decrease in the gross margin on the OEM business in Brazil and Argentina throughout 2019.

The non-GAAP gross margin in the year on products was 21.7% compared with 24.7% last year. The variance in the gross margin between quarters was due to the product mix sold during the year.

Operating profit for 2019 was $22.7 million (8.1% of revenues). The GAAP operating profit includes an impermanent loss amounting to $26.2 million, related to the acquisition of Road Track Holdings, which was acquired in the third quarter of 2018.  Excluding this impairment, the operating profit would have been $48.9 million.

Non-GAAP operating profit for 2019 was $57.1 million (20.2% of revenues). This is compared with Non-GAAP operating profit of $63.3 million (25.0% of revenues) in 2018. In local currency terms, the non-GAAP operating profit decreased by 4% compared with that of last year.

Adjusted EBITDA for the year was $76.7 million (27.1% of revenues), a decrease of 3% compared to $79.2 million (31.2% of revenues) in 2018. In local currency terms, the adjusted EBITDA increased by 3% year-over-year.

Net income in 2019 was $6.9 million (2.5% of revenues) or fully diluted earnings per share of $0.33. Net income on a non-GAAP basis was $33.3 million (11.8% of revenues) or fully diluted earnings per share of $1.58.

Net income in 2018 was $60.7 million (24.0% of revenues) or fully diluted earnings per share of $2.88. It is noted that the net income in 2018 included a one-time other income of $13.8 million (net of transaction related expenses), related to an accounting gain from an acquisition following the gain of control of Ituran’s joint venture with Road Track Holdings, which under GAAP rules was revalued to market value. The net income on a non-GAAP basis in 2018 was $47.8 million (18.8% of revenues) or fully diluted earnings per share of $2.27.

Cash flow from operations for the year was $59.7 million.

As of December 31, 2019, the Company had cash, including marketable securities, of $54.3 million and debt of $67.9 million, amounting to a net debt of $13.6 million. This is compared with cash, including marketable securities, of $53.3 million and debt of $73.2 million, amounting to a net debt of $19.9 million, as of December 31, 2018.

Dividend

For the fourth quarter of 2019, a dividend of $5.0 million was declared in line with the Company’s stated current policy of issuing at least $5 million on a quarterly basis.

Share Buy Back

On May 21, 2019, the board of directors approved a share buyback program, which Ituran has commenced. Under the program, the Company is able to repurchase Ituran shares in an amount up to $25 million by December 31, 2020.

As of December 31, 2019, Ituran had repurchased a total of 227,800 shares amounting to approximately $6.0 million.

Conference Call Information

The Company will also be hosting a conference call later today, March 4, 2020 at 9am Eastern Time.

On the call, management will review and discuss the results, and will be available to answer investor questions.

To participate, please call one of the following teleconferencing numbers. Please begin placing your calls a few minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.

US Dial-in Number: 1 888 407 2553

ISRAEL Dial-in Number: 03 918 0610

CANADA Dial-in Number: 1 866 485 2399

INTERNATIONAL Dial-in Number:  +972 3 918 0610

at:

9:00am Eastern Time, 6:00am Pacific Time, 4:00pm Israel Time

For those unable to listen to the live call, a replay of the call will be available from the day after the call in the investor relations section of Ituran’s website.

Certain statements in this press release are "forward-looking statements" within the meaning of the Securities Act of 1933, as amended.  These forward-looking statements include, but are not limited to, our plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts as well as statements identified by words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates" or words of similar meaning. These statements are based on our current beliefs or expectations and are inherently subject to significant uncertainties and changes in circumstances, many of which are beyond our control. Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors.

About Ituran

Ituran is a leader in the emerging mobility technology field, providing value-added location-based services, including a full suite of services for the connected-car. Ituran offers Stolen Vehicle Recovery, fleet management as well as mobile asset location, management & control services for vehicles, cargo and personal security for the retail, insurance industry and car manufacturers. Ituran is the largest OEM telematics provider in Latin America. Its products and applications are used by customers in over 20 countries. Ituran is also the founder of the Tel-Aviv based DRIVE startup incubator to promote the development of smart mobility technology.

Ituran's subscriber base has been growing significantly since the Company's inception to approaching 2 million subscribers using its location based services with a market leading position in Israel and Latin America. Established in 1995, Ituran has approximately 3,000 employees worldwide, with offices in Israel, Brazil, Argentina, Mexico, Ecuador, Columbia, India, Canada and the United States.

For more information, please visit Ituran’s website, at: www.ituran.com

Company Contact	International Investor Relations
Udi Mizrahi udi_m@ituran.com Deputy CEO & VP Finance, Ituran (Israel) +972 3 557 1348	Ehud Helft ituran@gkir.com GK  Investor & Public Relations (US) +1 646 201 9246

  ITURAN LOCATION AND CONTROL LTD.

Condensed Consolidated Financial Statements

as of December 31, 2019

ITURAN LOCATION AND CONTROL LTD.

Condensed Consolidated Financial Statements

as of December 31, 2019

Table of Contents

	Page
Condensed Consolidated Interim Financial Statements:
Balance Sheets	2-3
Statements of  Income	4
Reconciliation of NON-GAAP results	5-6
Statements of Cash Flows	7-8

ITURAN LOCATION AND CONTROL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

	US dollars
	December 31,
(in thousands)	2019		2018
Current assets
Cash and cash equivalents		53,964		51,398
Investments in marketable securities		358		1,897
Accounts receivable (net of allowance for doubtful accounts)		45,090		54,261
Other current assets		49,201		52,983
Inventories		25,537		28,367
		174,150		188,906
Long-term investments and other assets
Investments in affiliated companies		1,666		4,872
Investments in other companies		3,260		2,772
Other non-current assets		3,365		3,222
Deferred income taxes		10,385		12,127
Funds in respect of employee rights upon retirement		11,476		9,497
		30,152		32,490
Property and equipment, net		48,866		50,460
Operating lease right-of-use assets, net		12,626		-
Intangible assets, net		23,355		39,040
Goodwill		50,086		62,896
Total assets		339,235		373,792

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ITURAN LOCATION AND CONTROL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS (cont.)

	US dollars
	December 31,
(in thousands)	2019		2018
Current liabilities
Credit from banking institutions		18,110		10,559
Accounts payable		22,656		23,987
Deferred revenues		29,146		37,671
Operating lease liabilities, current		1,787		-
Other current liabilities		29,366		32,475
		101,065		104,692
Long-term liabilities
Long term loan		49,803		62,622
Liability for employee rights upon retirement		17,000		14,801
Provision for contingencies		140		201
Deferred income taxes		2,867		6,458
Deferred revenues		9,763		8,221
Operating lease liabilities, non-current		10,839		-
Others non-current liabilities		101		325
Obligation to purchase non-controlling interests		11,743		16,272
		102,256		108,900
Stockholders’ equity		129,330		153,693
Non-controlling interests		6,584		6,507
Total equity		135,914		160,200
Total liabilities and equity		339,235		373,792

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ITURAN LOCATION AND CONTROL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	US dollars						US dollars
	Year ended December 31,						Three months period ended December 31 ,
(in thousands except per share data)	2019			2018			2019			2018
Revenues:
Telematics services		204,728			181,357			49,642			55,042
Telematics products		74,604			71,978			15,849			24,123
		279,332			253,335			65,491			79,165
Cost of revenues:
Telematics services		90,158			70,329			22,661			24,335
Telematics products		58,656			55,678			12,338			16,779
		148,814			126,007			34,999			41,114
Gross profit		130,518			127,328			30,492			38,051
Research and development expenses		13,913			6,223			3,578			2,496
Selling and marketing expenses		12,778			11,340			3,185			2,917
General and administrative expenses		55,166			47,693			14,011			14,308
Impairment of goodwill		12,292			-			12,292			-
Impairment of intangible assets and Other expenses (income), net		13,715			(306	)		13,787			2
Operating income (loss)		22,654			62,378			(16,361	)		18,328
Other income (expenses), net		(26	)		13,138			11			(695	)
Financing income (expenses), net		576			717			3,277			(1,417	)
Income (loss) before income tax		23,204			76,233			(13,073	)		16,216
Income tax expenses		(12,234	)		(17,273	)		(1,365	)		(4,857	)
Share in gains (losses) of affiliated companies ,net		(3,203	)		4,219			(422	)		351
Net income (loss) for the period		7,767			63,179			(14,860	)		11,710
Less: Net income (loss) attributable to non-controlling interest		(878	)		(2,504	)		(401	)		(380	)
Net income (loss) attributable to the Company		6,889			60,675			(15,261	)		11,330
Basic and diluted earnings (loss) per share attributable to Company’s stockholders		0.33			2.88			(0.73	)		0.53
Basic and diluted weighted average number of shares outstanding (in thousands)		21,037			21,077			20,875			21,342

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ITURAN LOCATION AND CONTROL LTD.

RECONCILIATION OF NON-GAAP RESULTS

	US dollars						US dollars
	Year ended December 31,						Three months period ended December 31 ,
(in thousands)	2019			2018			2019			2018
GAAP Revenues		279,332			253,335			65,491			79,165
Valuation adjustment on acquired deferred revenue		3,676			263			687			263
Non –GAAP revenue		283,008			253,598			66,178			79,428
GAAP gross profit		130,518			127,328			30,492			38,051
Gross profit adjustment		3,896			1,773			687			1,773
Non –GAAP gross profit		134,414			129,101			31,179			39,824
GAAP operating income (loss)		22,654			62,378			(16,361	)		18,328
Impairment of goodwill and other intangible assets		26,154			-			26,154			-
Amortization of other intangible assets		8,315			936			1,961			626
Non-GAAP operating income		57,123			63,314			11,754			18,954
Depreciation and amortization		19,607			15,917			4,797			6,261
Adjusted EBITDA		76,730			79,231			16,551			25,215
Net income (loss) attribute to the company's shareholders		6,889			60,675			(15,261	)		11,330
Impairment of goodwill and other intangible assets, net		20,188			-			20,188			-
Operation income adjustment		8,315			936			1,961			626
Other adjustments, net		(2,112	)		(13,833	)		(336	)		-
Non-GAAP net income attributable to  Iturans' shareholders		33,280			47,778			6,552			11,956

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ITURAN LOCATION AND CONTROL LTD.

Summary of NON –GAAP Financial Information

	US dollars				US dollars
	Year ended December 31,				Three months period ended December 31 ,
(in thousands except per share data)	2019		2018		2019		2018
revenue		283,008		253,598		66,178		79,428
Gross profit		134,414		129,101		31,179		39,824
Operation income		57,123		63,314		11,754		18,954
Net income attribute to shareholders		33,280		47,778		6,552		11,956
Adjusted EBITDA		76,730		79,231		16,551		25,215
Basic and diluted earnings per share		1.58		2.27		0.31		0.56

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ITURAN LOCATION AND CONTROL LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	US dollars						US dollars
	Year ended December 31,						Three months period ended December 31 ,
(in thousands)	2019			2018			2019			2018
Cash flows from operating activities
Net income for the period		7,767			63,179			(14,860	)		11,710
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		22,843			14,608			5,633			4,642
Interest on long term credit		26			88			3			88
Loss (gains) in respect of trading marketable securities		241			(166	)		31			155
Increase (decrease) in liability for employee rights upon retirement		1,094			491			(200	)		201
Share in losses in (gains of) affiliated company, net		3,203			(4,219	)		422			(351	)
Deferred income taxes		(1,590	)		2,346			(1,842	)		935
Capital (gain) losses  on sale of property and equipment, net		112			85			65			(22	)
Capital gain on acquisition of non-controlling interests		-			(14,677	)		-			-
Decrease in accounts receivable		10,704			6,182			4,178			8,313
Decrease (increase) in other current and non-current assets		1,365			(10,656	)		250			(5,391	)
Decrease in inventories		3,815			3,580			197			6,432
Increase (decrease) in accounts payable		(1,125	)		(3,837	)		2,434			(4,028	)
Increase (decrease) in deferred revenues		(7,392	)		(3,479	)		(302	)		(1,414	)
Increase (decrease) in obligation for purchase non-controlling interests		(3,215	)		519			(4,182	)		519
Operating lease right-of-use assets		4,140			-			1,885			-
Operating lease liabilities		(4,140	)		-			(1,885	)		-
Impairment of goodwill and other intangible		12,292			-			12,292			-
Impairment of other intangible assets		13,862			-			13,862			-
Increase (decrease) in other current and non-current liabilities		(4,323	)		(780	)		(982	)		(3,245	)
Net cash provided by operating activities		59,679			53,264			16,999			18,544
Cash flows from investment activities
Increase in funds in respect of employee rights upon
retirement, net of withdrawals		(1,191	)		(576	)		(74	)		(204	)
Capital expenditures		(18,310	)		(21,744	)		(4,652	)		(6,433	)
Acquisition of subsidiary (Appendix A)		-			(68,969	)		-			-
Investments in affiliated companies		(55	)		(1,250	)		-			-
Investments in other companies		(229	)		(1,517	)		(100	)		(420	)
Repayment of  loans from affiliated companies		-			7,317			-			-
Proceed from (repayment of) long term deposit		(16	)		10			67			185
Sale of (investment in) marketable securities		1,298			1,494			(156	)		66
Proceeds from sale of property and equipment		216			381			13			40
Net cash used in investment activities		(18,287	)		(84,854	)		(4,902	)		(6,766	)
Cash flows from financing activities
Repayment of long term credit		(8,938	)		(7,994	)		(4,502	)		(7,994	)
Receipt of long term credit from bank institution		-			81,695			-			-
Short term credit from banking institutions, net		(2,167	)		(1,004	)		(2,554	)		(970	)
Acquisition of company shares purchased by a wholly owned subsidiary		(6,001	)		-			(2,500	)		-
Dividend paid		(19,848	)		(20,219	)		(5,050	)		(5,122	)
Dividend paid to non-controlling interest		(1,973	)		(2,709	)		(416	)		(1,192	)
Net cash provided by (used in)  in financing activities		(38,927	)		49,769			(15,022	)		(15,278	)
Effect of exchange rate changes on cash and cash equivalents		101			(3,687	)		635			(845	)
Net Increase (decrease) in cash and cash equivalents		2,566			14,492			(2,290	)		(4,345	)
Balance of cash and cash equivalents at beginning of period		51,398			36,906			56,254			55,743
Balance of cash and cash equivalents at end of period		53,964			51,398			53,964			51,398

Supplementary information on financing and investing activities not involving cash flows:

During the years, 2019 and 2018, the Company purchased property and equipment in an amount US$ 166 thousand and US$ 11 thousand, respectively, using a directly related liability.

In November 2019 the Company declared a dividend in the amount of US$ 5 million.  The dividend was paid in January 2020

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ITURAN LOCATION AND CONTROL LTD.

Appendix A -  Acquisitions of a subsidiary

	US dollars
	Year ended December 31,
(in thousands)	2018
Working capital (excluding cash and cash equivalents), net		2,084
Related parties		2,855
Intangible assets, net (*)		38,583
Property and equipment , net		11,014
Liability for employee rights upon retirement		(1,337	)
Goodwill (*)		66,380
Consideration paid by issues of treasury stock		(12,038	)
Deferred income taxes		4,585
Other non-current assets		2,132
Previous investments in acquired companies		(24,734	)
Deferred revenues		(4,411	)
Obligation to purchase non-controlling interests(*)		(16,144	)
Net cash used to pay for the Acquisition		68,969

(*) based on provisional measurement

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