DO SOMETHING, INC. FINANCIAL STATEMENTS DECEMBER 31, 2016 (WITH DECEMBER 31, 2015 SUMMARIZED COMPARATIVE TOTALS)

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1 FINANCIAL STATEMENTS (WITH DECEMBER 31, 2015 SUMMARIZED COMPARATIVE TOTALS)

2 CONTENTS Page Independent Auditors' Report 1-2 Financial Statements Statement of Financial Position at December 31, 2016 (With Summarized Comparative Totals at December 31, 2015) 3 Statement of Activities for the Year Ended December 31, 2016 (With Summarized Comparative Totals for the Year Ended December 31, 2015) 4 Statement of Functional Expenses for the Year Ended December 31, 2016 (With Summarized Comparative Totals for the Year Ended December 31, 2015) 5 Statement of Cash Flows for the Year Ended December 31, 2016 (With Summarized Comparative Totals for the Year Ended December 31, 2015) 6 Notes to Financial Statements 7-16

3 INDEPENDENT AUDITORS' REPORT To The Board of Directors Do Something, Inc. New York, New York Report on the Financial Statements We have audited the accompanying financial statements of Do Something, Inc., which comprise the statement of financial position at December 31, 2016, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1

4 Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Do Something, Inc. at December 31, 2016, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Report on Summarized Comparative Information We have previously audited Do Something, Inc. s 2015 financial statements, and our report dated May 13, 2016, expressed an unmodified opinion on those audited financial statements. In our opinion, the summarized comparative information presented herein at and for the year ended December 31, 2015, is consistent, in all material respects, with the audited financial statements from which it has been derived. GRASSI & CO., CPAs, P.C. New York, New York June 5,

5 STATEMENT OF FINANCIAL POSITION (WITH SUMMARIZED COMPARATIVE TOTALS AT DECEMBER 31, 2015) ASSETS Cash and cash equivalents $ 12,529,448 $ 11,372,836 Investments 555, ,669 Contributions receivable 870,750 3,563,693 Consulting and licensing receivables 455, ,486 Prepaid expenses 40,620 88,450 Security deposits 121, ,785 Fixed assets, net 538, ,739 TOTAL ASSETS $ 15,111,123 $ 16,834,658 LIABILITIES AND NET ASSETS Liabilities: Accounts payable and accrued expenses $ 154,407 $ 157,939 Grants payable 2,703,604 3,412,296 Deferred revenue 86,000 - Deferred rent 29,212 - Other liabilities - 44,709 TOTAL LIABILITIES 2,973,223 3,614,944 Net assets: Unrestricted 10,048,462 10,483,628 Temporarily restricted 2,089,438 2,736,086 TOTAL NET ASSETS 12,137,900 13,219,714 TOTAL LIABILITIES AND NET ASSETS $ 15,111,123 $ 16,834,658 The accompanying notes are an integral part of these financial statements. 3

6 STATEMENT OF ACTIVITIES FOR THE YEAR ENDED (WITH SUMMARIZED COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 2015) 2016 Temporarily Unrestricted Restricted Total 2015 OPERATING SUPPORT AND REVENUE: Contributions: Foundations $ 507,117 $ 150,000 $ 657,117 $ 1,588,958 Corporations 3,996,352 1,304,000 5,300,352 7,066,353 Individuals 149,880 2, ,880 54,611 Special events (net of direct expense of $86,476) 555, , ,000 Donated services and materials 7,085,551-7,085,551 8,238,400 Consulting fees 2,151,496-2,151,496 2,037,223 Licensing fees ,005 Investment income 54,383-54,383 22,130 Miscellaneous income 3,120-3,120 83,239 Net assets released from restrictions 2,102,648 (2,102,648) - - Total Operating Support and Revenue 16,606,251 (646,648) 15,959,603 19,781,919 OPERATING EXPENSES: Program services 15,747,528-15,747,528 18,696,117 Supporting services: Management and general 953, , ,460 Fundraising 339, , ,776 Total Operating Expenses 17,041,417-17,041,417 19,688,353 CHANGE IN NET ASSETS (435,166) (646,648) (1,081,814) 93,566 NET ASSETS, BEGINNING OF YEAR 10,483,628 2,736,086 13,219,714 13,126,148 NET ASSETS, END OF YEAR $ 10,048,462 $ 2,089,438 $ 12,137,900 $ 13,219,714 The accompanying notes are an integral part of these financial statements. 4

7 STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED (WITH SUMMARIZED COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 2015) Program Services Management and General Supporting Service Fundraising Direct Costs of Special Events Total 2016 Total 2015 Salaries $ 3,677,446 $ 537,303 $ 189,377 $ - $ 4,404,126 $ 4,077,493 Payroll taxes and employee benefits 708, ,454 36, , ,380 Professional fees 32,897 63,686 1,694-98,277 55,540 Professional fees - in-kind 313,833 45,854 16, , ,447 Program communications, marketing and promotion 591, , ,538 Public service outreach - in-kind 6,655, ,655,702 7,734,013 Website 153, ,433 17,670 Catering and conferences ,476 86,476 62,205 Fundraising event expenses - indirect ,148-39,148 15,683 Grants and scholarships 1,539, ,539,000 3,589,374 Occupancy 457,482 66,842 23, , ,001 Equipment rental and maintenance 321, , ,562 Insurance 21,821 3,188 1,124-26,133 21,696 Telephone and Internet 46,969 6,863 2,419-56,251 58,541 Mobile apps and technology 17, ,004 10,709 SMS/MMS text products 609, , ,540 Dues and subscriptions 15, ,097 15,200 Conferences and meetings 3, ,110 3,322 Travel, meals and entertainment 170,407 24,898 8, , ,429 Travel - in-kind 45,090 6,588 2,322-54,000 35,940 Office expenses and supplies 70,159 10,251 3,613-84,023 99,845 Postage, printing and reproduction 18,816 2, ,534 24,643 Staff development 40,516 5,920 2,086-48,522 26,335 Bank and finance charges - 10, ,196 6,575 Licenses, permits and fees 17,795 7, ,650 20,044 Miscellaneous - 26, ,187 31,141 Depreciation and amortization 219,348 32,048 11, , ,692 15,747, , ,923 86,476 17,127,893 19,750,558 Cost of direct benefits of special events (86,476) (86,476) (62,205) Total Expenses Reported by Function on the Statement of Activities $ 15,747,528 $ 953,966 $ 339,923 $ - $ 17,041,417 $ 19,688,353 The accompanying notes are an integral part of these financial statements. 5

8 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED (WITH SUMMARIZED COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 2015) CASH FLOWS FROM OPERATING ACTIVITIES: Change in net assets $ (1,081,814) $ 93,566 Adjustments to reconcile change in net assets to net cash provided by operating activities: Deferred rent 29,212 (40,994) Depreciation and amortization expense 262, ,692 Donated stock - (20,250) Realized gain on investments (4,891) (1,176) Unrealized (gain) loss on investments (13,173) 15,888 Changes in assets (increase) decrease: Contributions receivable 2,692, ,135 Consulting and licensing receivables (69,536) (270,936) Prepaid expenses 47,830 (12,779) Security deposits - (3,564) Changes in liabilities increase (decrease): Accounts payable and accrued expenses (3,532) (132,267) Grants payable (708,692) 1,883,796 Deferred revenue 86,000 - Other liabilities (44,709) (474,626) NET CASH PROVIDED BY OPERATING ACTIVITIES 1,192,330 1,448,485 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of investments 23,519 68,120 Purchase of investments (25,945) (47,128) Purchase of fixed assets (33,292) (411,777) NET CASH USED IN INVESTING ACTIVITIES (35,718) (390,785) NET CHANGE IN CASH AND CASH EQUIVALENTS 1,156,612 1,057,700 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 11,372,836 10,315,136 CASH AND CASH EQUIVALENTS, END OF YEAR $ 12,529,448 $ 11,372,836 The accompanying notes are an integral part of these financial statements. 6

9 Note 1 - Nature of Organization DO SOMETHING, INC. Do Something, Inc. (the Organization") is a not-for-profit organization founded in DoSomething.org makes the world suck less. We are one of the largest global organizations for young people and social change. Our members tackle campaigns that impact every cause, from poverty to violence to the environment to literally everything else. Any cause, anytime, anywhere. Our Campaigns: These are calls-to-action that do not require money, an adult or a car. The measurable action has a material effect on a social problem or the well-being of another person. In 2016, DoSomething.org produced over 200 campaigns. The following elements are included in our campaigns: Simple Call to Measurable Action - This is something that young people can do that does not require money, an adult or a car. Campaign Types - Our members can choose campaigns based on what they would like to do: Donate Something, Make Something, Face to Face, Share Something, Host an Event, Start Something, Improve a Space, or Take a Stand. Corporate Sponsor - More than just a source of funds, these companies help our rent pole campaigns reach more young people and maximize social impact. Co-Branded Microsite on DoSomething.org - Our site is always the primary home of campaign information and resources. We build in-house. Cause-Specific Strategic Partner Organizations - These experts help us ensure that our call to actions will have the strongest impact. The Organization s primary source of revenue is from contributions, special events, contributed services, and fees. The Organization is exempt from income tax under Section 501(c)(3) of the Internal Revenue Code. Note 2 - Summary of Significant Accounting Policies Basis of Accounting The financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ( U.S. GAAP ). Summarized Comparative Totals The financial statements include certain prior-year summarized comparative information in total but not by net asset class. Such information does not include sufficient detail to constitute a presentation in conformity with U.S. GAAP. Accordingly, such information should be read in conjunction with the Organization s financial statements for the year ended December 31, 2015, from which the summarized information was derived. 7

10 Note 2 - Summary of Significant Accounting Policies (cont d.) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting the Organization s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. At December 31, 2016, the cost basis of the Organization s financial instruments, including cash and cash equivalents, contributions receivable, consulting and licensing receivables, accounts payable and accrued expenses, and grants payable, approximated fair value due to the short maturity of these instruments. Refer to Note 4 - Fair Value Measurements for assets measured at fair value. Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with initial maturities when acquired of three months or less. Investments Investments are stated at the readily determinable fair value in accordance with the Not-for- Profit Entities topic of the Financial Accounting Standards Board ( FASB ) Accounting Standards Codification ( ASC ). All interest, dividends and realized and unrealized gains and losses are reported in the statement of activities as increases or decreases in unrestricted net assets. 8

11 Note 2 - Summary of Significant Accounting Policies (cont d.) Contributions Receivable Unconditional promises to give that are expected to be collected within one year are recorded at net realizable value. Unconditional promises to give that are expected to be collected in future years are recorded at the present value of their estimated future cash flows. The discounts on those amounts are computed using risk free interest rates applicable to the years in which the promises are received. Conditional promises to give are not included as support until the conditions are substantially met. At December 31, 2016, all contributions receivable are due in less than one year. Allowance for Doubtful Accounts The Organization determines whether an allowance for uncollectibles should be provided for receivables. Such estimates are based on management s assessment of the aged basis of its contributions and other sources, current economic conditions and historical information. Receivables are written off against the allowance for doubtful accounts when all reasonable collection efforts have been exhausted. The Organization has determined that an allowance for doubtful accounts for receivables was not necessary at December 31, Fixed Assets Fixed assets are recorded at cost, except for donated assets which are recorded at fair market value at the date of donation. The Organization capitalizes all purchases of fixed assets equal to or in excess of $1,000. Repairs and maintenance are charged to expense in the period incurred. Leasehold improvements are amortized over the shorter of the life of the asset or the term of the lease. Depreciation of fixed assets is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows: Computer software Website and membership platform Computer equipment Furniture and fixtures 3 years 5 years 3 years 3 years Deferred Rent Rent expense is recorded on the straight-line basis over the life of the lease. Rent expense recognized in excess of cash payments is reflected as deferred rent. As future payments exceed the annual expense, deferred rent will be reduced to zero by the end of the lease term. 9

12 Note 2 - Summary of Significant Accounting Policies (cont d.) Grants Payable Grants payable represent unpaid commitments made by the Organization at December 31, Grants payable that are expected to be paid within one year are recorded at net realizable value. Grants payable that are expected to be paid in future years are recorded at the present value of their estimated future cash flows. The discounts on those amounts are computed using risk free interest rates applicable to the years in which the promises are received. All grants are payable within one to four years. Net Assets Unrestricted net assets include funds having no restriction as to use or purpose imposed by donors. Temporarily restricted net assets are those whose use has been limited by donors to a specific time period or purpose. Contributions The Organization reports gifts of cash or other assets as restricted support, if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions. Temporarily restricted contributions that originate in a given year, and are released from restriction in the same year by meeting the donors' restricted purposes, are reflected in unrestricted net assets. Donated Services Donated services are recorded at their estimated fair value determined on the date of contribution and are reported as revenue and expense in the statement of activities. As indicated in the statement of functional expenses, the related expenses are reported in accordance with the function benefited. A number of volunteers have made significant contributions of their time in furtherance of the Organization s program and support functions. The value of this contributed time does not meet the criteria for recognition as contributed services in accordance with generally accepted accounting principles and, accordingly, is not reflected in the accompanying financial statements. Licensing and Consulting Fee Revenue and Receivables Licensing fees are recorded based on executed agreements entered into between the Organization and third parties. Consulting fees are earned based on the provision of services that the Organization is providing to other companies based on executed agreements. 10

13 Note 2 - Summary of Significant Accounting Policies (cont d.) Functional Expenses The costs of providing the Organization's services have been summarized on a functional basis. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Advertising Advertising expense is recognized as the expense is incurred. Advertising expense for the year ended December 31, 2016 was $591,974. Accounting for Uncertainty in Income Taxes The Organization has adopted the provisions pertaining to uncertain tax provisions (FASB ASC Topic 740) and has determined that there are no material uncertain tax positions that require recognition or disclosure in the financial statements. The Organization is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Organization believes it is no longer subject to income tax examinations prior to New Accounting Pronouncements ASU No In August 2016, the FASB issued Accounting Standards Update ( ASU ) No , Nonfor-Profit Entities (Topic 958) - Presentation of Financial Statements of Non-for-Profit Entities. This ASU is a result of the recommendations developed by FASB s Not-for-Profit Advisory Committee and FASB s ongoing review of Generally Accepted Accounting Principles (GAAP) standards to improve existing standards to meet the evolving needs of a dynamic financial reporting environment. The ASU provides for changes in financial statement presentation that effect classification of net assets, presentation of expenses, investment returns and presentation of operating cash flows. It also calls for enhanced disclosures of board designated funds, underwater endowment funds, methods used to allocate costs among functions, and liquidity and availability of resources. The ASU affects all not-for-profit organizations including charities, foundations, colleges and universities, health care providers, religious organizations, trade associations, and cultural institutions, among others. The amendments of ASU No are effective for annual financial statements issued for periods beginning after December 15, 2017, and for interim periods within fiscal years beginning after December 15, Early application is permitted. 11

14 Note 2 - Summary of Significant Accounting Policies (cont d.) New Accounting Pronouncements (cont d.) ASU No In February 2016, the FASB issued ASU No , Leases (Topic 842). This ASU is the result of a joint project of the FASB and the International Accounting Standards Board ( IASB ) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements for U.S. GAAP and International Financial Reporting Standards ( IFRS ). The guidance in this ASU affects any entity that enters into a lease (as that term is defined in this ASU), with some specified scope exemptions. The guidance in this ASU will supersede Topic 840, Leases. The ASU provides that lessees should recognize lease assets and lease liabilities on the balance sheet for leases previously classified as operating leases that exceed 12 months, including leases existing prior to the effective date of this ASU. It also calls for enhanced leasing arrangement disclosures. For nonpublic entities, the amendments of ASU No are effective for annual reporting periods beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, Early application is permitted for all entities. ASU No In May 2014, the FASB issued ASU No , Revenue from Contracts with Customers (Topic 606). This ASU is the result of a joint project of the FASB and the IASB to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS. The guidance in this ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The ASU provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity should apply the following five-step process to recognize revenue: Step 1: Identify the contract with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. For nonpublic entities, the amendments of ASU No are effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, Early application is permitted under certain circumstances. 12

15 Note 2 - Summary of Significant Accounting Policies (cont d.) New Accounting Pronouncements (cont d.) The Organization has not yet determined if these ASUs will have a material effect on its financial statements. Note 3 - Concentration of Credit Risk The Organization maintains cash balances in several financial institutions which are insured by the Federal Deposit Insurance Corporation ( FDIC ) for up to $250,000 per institution. From time to time, the Organization s balances may exceed these limits. Note 4 - Fair Value Measurements The Organization measures its marketable securities at fair value. Fair value is an exit price, representing the amount that would be received on the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants. As a basis for considering such assumptions, a three-tier fair value hierarchy is used which prioritizes the inputs in the valuation methodologies in measuring fair value. Fair Value Hierarchy The methodology for measuring fair value specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs) or reflect the Organization s own assumptions of market participant valuation (unobservable inputs). Items Measured at Fair Value on a Recurring Basis The following table presents the Organization s assets that are measured at fair value on a recurring basis at December 31, 2016: Total Level 1 Level 2 Level 3 Marketable securities: Mutual funds - U.S. fixed income $ 447,594 $ 447,594 $ - $ - Equities 107, , Total Assets Measured at Fair Value $ 555,159 $ 555,159 $ - $ - 13

16 Note 5 - Investment Income During the year ended December 31, 2016, investment income consisted of the following: Interest and dividend income $ 36,319 Realized gain on investments 4,891 Unrealized gain on investments 13,173 $ 54,383 Note 6 - Fixed Assets Fixed assets, net, at cost, consist of the following at December 31, 2016: Computer software $ 281,908 Website and membership platform 1,046,709 Computer equipment 175,456 Furniture and fixtures 47,935 Leasehold improvements 123,063 1,675,071 Less: Accumulated depreciation and amortization 1,136,732 $ 538,339 Depreciation and amortization expense related to fixed assets amounted to $262,692 for the year ended December 31, Note 7 - Temporarily Restricted Net Assets Temporarily restricted net assets are available for the following: Grants and awards $ 1,264,961 Cause campaigns 372,477 Time restricted 452,000 $ 2,089,438 Temporarily restricted net assets were released from restrictions by the passage of time and by incurring expenses and capital expenditures satisfying the following: Grants and awards $ 1,605,125 Cause campaigns 197,523 Time restricted 300,000 $ 2,102,648 14

17 Note 8 - Donated Services and Materials DO SOMETHING, INC. The Organization received donated public service announcements, legal services and travel vouchers. The schedule below outlines how the costs are reflected on the statement of functional expenses: Program Services Management and General Fundraising Total Public Service Outreach (1) $ 6,655,702 $ - $ - $ 6,655,702 Legal (2) 313,833 45,854 16, ,849 Travel (3) 45,090 6,588 2,322 54,000 $ 7,014,625 $ 52,442 $ 18,484 $ 7,085,551 (1) The donated public service outreach includes print, radio and television public service announcements. Such amounts are based upon information provided by third-party media services. (2) The donated legal services were performed by a law firm of which one of the members of the board of directors is a partner. (3) The donated travel vouchers were donated by a company of which one of the members of the board of directors is an executive. Several media companies provided additional promotional service announcements but were unable to provide an estimate of its value. As a result, no amounts have been included in the financial statements for these services. Note 9 - Retirement Plan The Organization has a tax deferred annuity plan under Internal Revenue Code Section 403(b) for all employees. Under the plan, the Organization may make a contribution to the employee plan on a discretionary basis. For the year ended December 31, 2016, the total plan expense was $47,

18 Note 10 - Lease Commitments The Organization entered into a new lease for its existing office space, effective January 1, This new lease expires in December The commitments are as follows: Years Ending December 31: 2017 $ 486, , , ,803 $ 2,036,067 Rent expense was $501,712 for the year ended December 31, During the year ended December 31, 2016, actual cash paid for rent was $472,500. Note 11 - Subsequent Events The Organization has evaluated all events or transactions that occurred after December 31, 2016 through the date of these financial statements, which is the date that the financial statements were available to be issued. During this period, there were no material subsequent events requiring disclosure. 16

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