Acquisition of CEPSA by IPIC is a perfect example of long term planning while acquiring a large company. Being just a 20 year old company IPIC took over a 90 year old company CEPSA which is because of its significant startegy.

1. 1 | C E P S A a c q u i s i t i o n b y I P I C
Cia Espanola de Petroleos SAU acquisition
by
International Petroleum Investment Co
Soumitra Kansabanik
PGDM, Finance Department
Institute Of Management Technology (IMT-Nagpur)
Nagpur, India
Email id: soumitra.181988@gmail.com
"The deal will help deepen the value chain in Abu Dhabi's oil production, expand its role as a global supplier of petroleum products and comes at a time when market conditions offer good value”
-Eckart
“The CEPSA transaction is the latest in a string of deals arranged by IPIC and other Abu Dhabi investors.” -The Wall Street Journal
INTRODUCTION
Whilst global oil and gas (O&G) transactions have suffered a modest decline in both deal count and total value in the first half of 2012, we have seen increasing merger and acquisition (M&A) interest by MENA- based exploration and production (E&P) companies and investors looking to utilize excess cash to fund geographical expansion which in a number of cases involves the acquisition of financially distressed assets.
In recent months the MENA region has seen some significant developments and opportunities for upstream M&A. The final withdrawal of US troops from Iraq, the end of the Libyan civil war in 2011 and regime change in Egypt signaled increase optimism around the supply of oil, especially as nations that are importing move away from Iranian oil, as a result of the US embargo. Libya is now poised to return to full- scale oil production in the not-too-distant future and Iraqi production, which has now passed the 3 million barrel per day level, is benefiting from foreign investors with the expertise to exploit these resources. The question remains as to whether these nations will achieve optimum production levels or whether they
will continue to face constraints due to outdated infrastructure, political challenges ( such as in Iraq) policy uncertainty and continued security threats.
Keeping the present situation as context the acquisition of Cia Espanola de Petroleos SAU (CEP SA) will be analyzed in this paper. This deal between CEP SA and International Petroleum Investment Co. (IPIC) was the second largest deal in 2011.
WORLD PETROLEUM SECTOR DEVELOPMENT
Over the past several years, oil and gas companies have focused on making favorable investments and acquisitions in North American shale assets, oil sands, and the Gulf of Mexico’s deepwater in order to grow their reserves. The early stage of the North American energy renaissance was primarily an upstream exploration and production (E&P) phenomenon, with E&P spending rising 46 percent from $243 billion in 2009 to $355 billion in 2013. As E&P investment dollars flooded into North America, the midstream sector struggled to keep up with demands to move production from newly producing regions or to increase flows from currently producing regions.
As we move into 2014, investments in the energy renaissance will continue to shift from the upstream sector to midstream infrastructure, refinery operations, and petrochemical facilities. Upstream operators will focus on harvesting value from recent discoveries and acquisitions through more efficient operations and the application of new technologies. Evidence of this spending shift is already being seen in company

2. 2 | C E P S A a c q u i s i t i o n b y I P I C
capital expenditure budgets. According to the Oil & Gas Journal’s 2013 projections, upstream E&P capital spending in North America stayed flat over the past year, rising only slightly from $354.4 billion in 2012 to $354.8 billion in 2013, while midstream capital spending has surged 263 percent from just $12.8 billion in 2012 to $46.4 billion in 2013. Downstream capital spending is also ramping up with spending rising 11 percent in 2013 to $24.7 billion over 2012 and is up 60 percent from 2010 when capital spending was just $15.5 billion.
Year-to-date analysis shows merger and acquisition (M&A) activity in the oil and gas industry is down 29 percent, both in deal value and deal count, indicating companies are focused on project operations rather than inorganic growth. As of the first half the year, total deal value in 2013 was just $79.9 billion, down from $113.2 billion in the first half of 2012. Part of the decline in M&A activity is a result of companies seeking to complete transactions in 2012 ahead of any potential tax increases in 2013. Furthermore, companies that have acquired large-acreage positions are now focused on optimizing production, streamlining operations, and maximizing the return on assets of their holdings. Natural gas prices have also firmed over the past year, giving potential sellers’ incentive to hold on to their assets and focus on production. As companies see rising liquefied natural gas (LNG) export approvals, a revitalization of the U.S. petrochemicals industry, increased demand from power generation, and growing adoption of natural gas for vehicle fleets, many natural gas-focused companies may hold on to their stakes waiting for prices to rise further.
ABOUT CIA ESPANOLA DE PETROLEOS SAU
CEPSA has operated in the energy sector since 1929, when it was set up as the first private Oil Company in Spain. The company is engaged in hydrocarbon exploration and production, refining and marketing; the transport and sale of crude oil derivatives; petrochemicals; and gas and electricity.
CEPSA is Spain's fourth largest industrial group in terms of turnover, and has more than 11,000 employees. Thanks to its flexibility and ability to adapt, CEPSA is a benchmark company in its sector in Spain. Through progressive internationalisation of its activities, it also has business interests in Algeria, Brazil, Canada, China, Colombia, Panama, Peru and Portugal, and sells its products all over the world.
CEPSA produces oil products at its three refineries in Spain (Tenerife, La Rábida in Huelva and Gibraltar - San Roque). The three refineries have achieved the following certifications: OHSAS 18001, ISO 14001 and 9001, and PECAL 2129. Their products include diesel, gasoline, fuel-oil, kerosene and liquefied petroleum gas (LPG), among others.
The Exploration and Production unit comprises the group's activities in exploration, development and production of crude oil and natural gas. CEPSA's production activities are based mainly in Algeria and Colombia, with on-shore fields in both countries. It is also involved in an off-shore field in the Mediterranean along the Tarragona coast.
CEPSA’s Commercial activity focuses on selling fuels through traditional channels and an extensive national and international network of agents and distributors. This includes marketing of liquefied petroleum gases, asphalts and lubricants. In 2011, CEPSA's total sales totaled 26.34 million tonnes. Consumption of oil products in Spain and Portugal in 2011 reached 74.2 million tonnes.
The company’s Petrochemicals activity is highly integrated with the refining business, resulting in products with a significant added value. These products in turn serve as raw materials for other industries and have numerous uses, including plastics, detergents, synthetic fibers, and PET bottles.
CEPSA’s petrochemicals subsidiaries were merged in 2008 into a single company, CEPSA Química, which has three manufacturing plants in Spain, two in Canada and one in Brazil that can produce as much as 3 million tonnes of products per year combined.
Early in 2011, CEPSA Química acquired Artenius San Roque, thus expanding its petrochemical production and increasing its presence in the value chain of the petrochemical industry. With this acquisition CEPSA

3. 3 | C E P S A a c q u i s i t i o n b y I P I C
became one of just two world producers of PTA, PIPA and PET. In this segment, CEPSA Química manufactures and sells raw materials to make detergents and for the polyester industry, as well as cumene, phenol and acetone for manufacturing resins, high technology plastics, synthetic fibers, pharmaceutical products and a long list of end uses.
The manufacture of basic petrochemicals products is carried out at CEPSA´s Gibraltar - San Roque and La Rábida refineries, which can produce over 1 million tonnes of these derivatives per year. Once the crude is distilled, the refineries’ transformation units obtain raw materials (benzene, toluene and xylene) for other processes, as well as intermediate and final products such as solvents, propylene and sulphurs. CEPSA Química distributes and sells these products worldwide.
CEPSA Química works with the group's Research Centre to look for ways to improve existing processes and seek new processes and products in collaboration with official bodies such as the Higher Council for Scientific Research (CSIC), external centres and universities.
In the Gas and Power sector, CEPSA supplies gas to wholesale and retail markets and electricity to industrial clients and third sector consumers. CEPSA's natural gas business revolves around consolidating a secure supply for the group's needs and wholesale and retail gas sales. CEPSA distributes its gas through CEPSA Gas Comercializadora, in which CEPSA has a 35% stake.
CEPSA is a shareholder in MEDGAZ, which was formed in April 2001 by CEPSA and Sonatrach. Other shareholders include numerous international energy companies. It is the pipeline linking Algeria (Beni- Saf) directly to Europe via Spain (Almeria). It is the first gas pipeline in the Mediterranean to be built in such deep waters, with a maximum depth of 2,160 meters and a length of 210 km. It has a total capacity of 8 bcm/year (billion cubic meters per year), 20% of which is transported by CEPSA. From the beginning of its operations in April 2011, its average capacity utilization has been 43%. The commencement of operations at MEDGAZ has improved security of the gas supply to Europe.
ABOUT INTERNATIONAL PETROLEUM INVESTMENT CO.
IPIC was founded by the late HH Sheikh Zayed Bin Sultan Al-Nahyan to advance his vision of using Abu Dhabi’s natural petroleum wealth to build a modern, diversified economy for the benefit of future generation.
With almost 30 years’ experience, IPIC leverages its investments in order to enhance the overall performance of its portfolio under the leadership of its Chairman, HH Sheikh Mansour bin Zayed Al Nahyan. The synergy within that portfolio and the mutually beneficial relationships with business partners around the world are essential to the success of the company, which has grown four-fold since the end of 2006.
IPIC operates with the objective of maximizing long- term shareholder value through active participation on the Board of Directors and other strategy-making bodies for every company in its investment portfolio. As a primarily financial investor, IPIC does not typically participate in the day-to-day management of its companies.
Technology and expertise developed through partnerships with IPIC’s portfolio companies on five continents are a key part of all of these projects and will help sustain Abu Dhabi’s future economic growth. IPIC will continue to play a key role in fostering Emirati talent, with an eye to developing Abu Dhabi’s next generation of business leaders.
IPIC’s investments have helped build Abu Dhabi’s and the UAE’s economy, creating industry and jobs. IPIC has become a global enterprise, but it remains true to its founding goal of the betterment of Abu Dhabi’s people and Empowering Our Future.
MOTIVE OF ACQUISITION
The main motive behind the acquisition was strong global growth, focusing primarily on its Exploration

4. 4 | C E P S A a c q u i s i t i o n b y I P I C
and Production and Petrochemical business units, while taking advantage of other opportunities that arise in the refining and marketing areas.
The main aim was to transform the business into one of Europe's leading energy corporations, with a highly integrated organization and a strong international presence. The core elements of the plan are strong growth in Exploration and Production, international expansion in Petrochemicals, efficiency maximization in production centers, cost control in all business units, increased market share and better return on marketing.
The plan will deliver a better balance and greater diversification in CEPSA’s business units through organic growth and acquisitions, generating funds from across the business. This will help maintain a healthy balance sheet, keep strict control over risks, and accommodate variations in the economic and industrial climate.
IPIC too had a very successful past record in acquiring companies worldwide. In very short time they made a number of successful acquisition.
IPIC purchased CEPSA’s 9.1% stake in the year 1988 which was its first move towards acquisition history. After that they acquired 24.9% stake of OMV in the year 1994. In the following year they went as JV with government of Pakistan to form PARCO. After that with successful acquisitions of Oasis international power, Nova chemicals IPIC increases its ownership of CEPSA to 100%. Refer Exhibit.
ABOUT THE DEAL
In 2009 IPIC’s percentage in CEPSA exceeded 30% of the voting rights, reaching 47.06%. Given that at such time Total, indirectly through its subsidiary Odival, had a higher percentage stake in CEPSA. In 2011 IPIC, Total and Odival reached an agreement under which Odival has undertaken to acquire such stake and to launch this takeover bid for the shares of CEPSA. IPIC thus makes an all stake takeover, offering a price of €28. After settlement of the offer and acceptance by Odival, irrespective of any other remaining acceptances that there may be, IPIC will carry out the squeeze out transaction. In such transactions the shareholders who have not accepted the offer shall be required to transfer their share to IPIC for a price equal to the offer price on mandatory basis.
The rest 52.94% in CEPSA will get acquired by IPIC for €5171.95million or $7017.82million. The acquisition was announced on 16.02.2011 and got completed on 23.08.2011.
So after the deal CEPSA changed its legal corporate status from public limited company to a single Shareholder Corporation.
The total acquisition cost is comprised of cash payment of $ 5,739, 430 thousand and costs of $ 2580 thousand directly attributable to the acquisition. The acquisition was debt financed and the transaction costs attributable to raising the debt were $ 71,163 thousand. The cash outflow on the acquisition of 52.9% of the share capital is as follows:
Consideration paid $ 5,739,430 thousand
Cash acquired with CEPSA $ (1,534,664) thousand
Another deal that was made between CEPSA and IPIC was that the acquirer would pay €0.5/share dividend in case the target does not pay the dividend prior to the date on which the result of the offer was announced.
DEAL FINANCING
In order to have the $7.02 billion acquisition IPIC raised $ 4.4 billion from the inaugural Tri-Tranche. Thus taking a debt of 62.67% for a single acquisition IPIC is looking for a faster breakeven from CEPSA which is very likeable to achieve.
SHAREHOLDER’S STRUCTURE
IPIC has been a shareholder in CESPA since subscribing for 10% of its total share capital on 6 January 1988 pursuant to an issue of new shares to it by CESPA.
On July 2009, IPIC acquired additional CESPA shares representing 37.53% thereby increasing its total shareholding in CESPA to 47.06%. On that date, Total (indirectly through Odival)

5. 5 | C E P S A a c q u i s i t i o n b y I P I C
BUSINESS COMBINATION POST ACQUISITION
On 16th February 2011, the company announced a voluntary offer to acquire the entire issued share capital of CESPA not already owned by the company, amounting to 141,648,565 shares or 52.9% of the share capital of CESPA for the price of € 28 per share to all CESPA shareholders. Regulatory controls including merger control approvals by the European Commission were obtained on 5 July 2011 at which date the Company assumed control of CESPA.
Assets and Liabilities acquired by IPIC are mentioned in Exhibit:
MARKET REACTION
Shares in Spanish oil company CEPSA rose more than 24 percent when they resumed trading on Wednesday after its core shareholder Abu Dhabi’s IPIC launched a full cash bid at € 28 per share. At 1128GMT, CEPSA shares were up 23.5% at €28.16 per share.
[Fig 1: Stock price of CEPSA in the year 2011 [Source: EuroInvestors]
So from the above chart we can very well see how well accepted this acquisition was to CEPSA’s shareholders.
VALUATION
After calculating in discounted cash flow method the value per share came out to be € 20.85 whereas IPIC played € 28 which means IPIC paid the shareholder a premium of 34%. This premium price is due to the high goodwill CESPA is carrying with them. CESPA at the time of acquisition was the second largest petroleum producer which fetched them high goodwill value in the market.
The discounted cash flow has been calculated by considering cost of equity as 24% and considering a stable growth of 20% which can be predicted as they were having an average 20% growth for the last 4 years.
Five years future cash flow has been considered to do the valuation. The assumptions that has been taken are the company grows stably with 20%, cost of equity is 24%. PAT grows 20% stably, the depreciation amount linearly increase by 1% every year. Interest to be paid because of debt taken from the market for acquisition has been considered as 70% till 2013 then, as they are collecting the money by selling corporate bonds the interest growth has been considered as 25% in the following two years. The net working capital increase has been considered as 25% for first three years then 30% in the following two years. Fixed capital investment change has been considered to increase at 30% at a stretch. All the assumptions has been taken considering previous 3 years data and the present economy of Spain as well as demand of petroleum.
Using Free Cash Flow to Equity method the value of the firm came out to be € 20.85. Refer Exhibit
CONCLUSION
It is one of the most successful merger of very high value in the recent time. This merger gave a new dimension to petroleum industry which was affected due to Iraq and Libya war.

6. 6 | C E P S A a c q u i s i t i o n b y I P I C
Exhibit 1: Balance Sheet of CEPSA IN (‘000 €)
Assets
2010
2009
Non-current assets
Intangible assets
269,745
246,854
Goodwill in consolidation
65,941
61,025
Plant & Equipment
10,997,367
5,112,265
Depreciation
(5,927,968)
(5,227,585)
Total Fixed Asset
5,069,399
192,559
Investment accounted for using equity method
104,289
88,926
Non-current financial assets
150,979
109,434
Deferred tax assets
66,442
88,837
Total Non-current Assets
5,726,795
5,707,341
Total Current Assets
5,748,900
4,639,891
Total Assets
11,475,695
10,347,232
Shareholder’s equity & liabilities
Total equity
5,573,251
5,166,744
Total adjustments for change in values
115,250
120,812
Total equity attributable to shareholders of the parent
5,688,501
5,287,556
Total minority interests
70,625
65,236
Total equity
5,759,126
5,352,792
Total Non-current liabilities
2,431,669
1,732,703
Total current liabilities
3,284,900
3,261,737
Total equity and liabilities
11,475,695
10,347,232

7. 7 | C E P S A a c q u i s i t i o n b y I P I C
Exhibit 2: Income statement of CEPSA
2010
2009
Sales and services relating to ordinary activity
19,744,045
16,084,145
Excise tax and oil & gas
2,340,439
2,280,753
Revenue
22,084,484
18,364,898
Changes in inventories of finished goods and WIP
249,539
(410,159)
In-house work on non-current assets
60,017
56,169
Procurements
(16,050,317)
(12,852,169)
Other operating income
45,330
43,948
Staff Costs
(572,216)
(530,867)
Changes in operating allowances
(22,116)
524,842
Other operating Expenses
(4,189,827)
(4,058,472)
Amortization charge
(695,072)
(615,877)
Non-financial assets and other grants
70,677
85,821
Impairment
(5,154)
(33,677)
Profit from operations
975,345
574,457
PBT
1,021,951
663,261
Tax
(374,172)
(272,456)
PAT
647,779
390,805
Attributable to:
Shareholders of the parent
633,946
374,688
Minority interests
13,833
16,117
EPS: Basic
2.37
1.40
Diluted
2.37
1.40

8. 8 | C E P S A a c q u i s i t i o n b y I P I C
Exhibit 3: Past acquisitions by IPIC
SL NO.
Name of the Target Co.
Year of acquisition
Details
1
CEPSA
1988
Acquired 9.1% stake of the company
2
OMV
1994
Acquired a 24.9% stake in OMV, the integrated international oil and gas business and Austria’s largest listed industrial company. This provided access to refining knowledge and technology, greater exposure to the hydrocarbon value chain and a platform to expand into Central and Eastern European end markets.
3
PARCO
1995
Creates joint venture between the Government of Pakistan (60%) and IPIC (40%) to form PARCO, a fully integrated energy company whose major activities are oil refining, oil and products pipeline, and storage.
4
SUMED
1995
Purchases a stake in the Arab Petroleum Pipelines Company, known as SUMED, a joint venture formed in 1977 between Egyptian General Petroleum, Saudi Arabian Oil Company, Qatar Petroleum and other investors. SUMED owns and operates two parallel 42-inch oil pipelines that run for 320 km across Egypt from the Gulf of Suez to the Mediterranean.
5
Borealis
1998
Acquired a majority 64% stake in Borealis, one of the largest polyolefin producers in the world. Its core business revolves around the production of polyethylene (PE) and polypropylene (PP). Creates the petrochemicals subsidiary Borouge in Abu Dhabi as a joint venture with ADNOC in the same year.
6
Hyundai Oil Bank
1999
Takes a stake in Hyundai Oil Bank, which is held until 2010.
7
Gulf Energy Maritime
2004
IPIC forms GEM as a joint venture with Emirates National Oil Company, Oman Oil and Thales. GEM invests in and manages modern, state-of-the-art double-hull tankers designed to carry petroleum products, chemicals and other hydrocarbons.
8
Oman Polypropylene
2006
Buys a 20% stake in Oman Polypropylene (OPP), a subsidiary of Oman Oil Company, and holds it until 2010.
9
Cosmo Oil
2007
Acquires a 20.8% stake in Cosmo Oil, one of Japan’s largest oil refining and marketing companies, which engages in crude oil exploration and production primarily in the UAE and Qatar, produces and sells petrochemical products, operates four refineries in Japan and markets its products domestically through 3,500 petrol stations, as well as overseas.
10
Energias de Portugal
2008
Acquires a stake in Energias de Portugal (EDP), a vertically integrated electric power company and a leading generator, distributor and supplier of electricity in Portugal.
11
Aabar Investments PJS
2008
Buys an initial stake in Aabar Investments PJS, a diversified investment company with holdings in various sectors including infrastructure, aviation, real estate, automotive, commodities and financial services.

9. 9 | C E P S A a c q u i s i t i o n b y I P I C
SL NO.
Name of the Target Co.
Year of acquisition
Details
12
Nova Chemicals
2009
Acquires 100% of NOVA Chemicals Corporation, a petrochemicals company founded in Canada in 1954. NOVA Chemicals’ businesses and joint ventures focus on olefins/polyolefins (ethylene and polyethylene), chemical and energy co-products, expandable polystyrene, and performance styrenic polymers.
13
Oasis International Power
2009
Acquires 36% stake in the MENA region of Oasis International Power LLC, which engages in the development, ownership, operation and maintenance of independent water and power plants, renewable energy and environmental projects in the MENA region.
14
Oil Search
2009
Acquires five-year exchangeable bonds in Oil Search Ltd, which may convert to an equity stake in the company in March 2014. Oil Search is an oil and gas exploration and development company operating in Papua New Guinea since 1929. It is PNG's largest oil and gas producer.
15
CEPSA
2011
Increases ownership of CEPSA to 100%.
Exhibit: Asset and Liabilities of CEPSA taken over by IPIC
Fair value recognized on acquisition
€’000
Fair value recognized on acquisition
$’000
Assets
Property, plant & Equipment
5,825,736
8,430,422
Inventories
2,574,032
3,724,882
Trade Receivables
2,726,900
3,946,097
Other Assets
1,706,161
2,468,987
Cash & Cash Equivalent
1,060,510
1,534,664
13,893,339
20,105,052
Liabilities
Borrowings
(2,714,384)
(3,927,985)
Deferred Tax Liabilities
(967,299)
(1,399,778)
Trade payables
(2,017,677)
(2,919,780)
Other liabilities
(826,686)
(1,196,297)
(6,526,046)
(9,443,840)
Total identifiable net assets at fair value
7,367,293
10,661,221
Non-controlling interest measured at fair value
(111,094)
(160,764)
Goodwill arising on acquisition
235,901
341,372
Cost of Business Combinations
7,492,100
10,841,820
Analyzed as follows:
Fair value of existing interests in CEPSA
3,525,940
5,102,390
Purchase consideration of addtl interest in CEPSA not previously owned
3,966,160
5,739,430
7,492,100
10,841,820

10. 10 | C E P S A a c q u i s i t i o n b y I P I C
Exhibit: Cash Flow in future of CEPSA
2010
2011
2012
2013
2014
2015
PAT
647779
777334.8
932801.76
1119362.112
1343234.534
1611881.441
Depreciation
6186012
7052053.68
8039341.195
9325635.786
10910993.87
12874972.77
Interest
29923
52004
88406.8
150291.56
187864.45
234830.5625
Normal WC
-843303
-201405
-251756.25
-314695.313
- 409103.9063
-531835.0781
Tax rate
30%
30%
30%
30%
30%
30%
Fixed Cap Investment
-657517
-391521
-1138888.8
-1252777.68
- 1653666.538
-1852106.522 FCFE 8355557.10 8458717.28 10424672.77 12117674.98 14448503.96 17035177.20
Terminal Value
292031609.2
Present Value
8355557.10
6660407.31
6463310.04
5915727.18
5554027.14
5156179.77
PV of the TV
88391653.23
118141304.66
Value of the firm
2953532617
Value per share
20.85112981

11. 11 | C E P S A a c q u i s i t i o n b y I P I C
References:
[1]http://www.deloitte.com/view/en_US/us/Industries/industry outlook/2a5868f26abf2410VgnVCM1000003256f70aRCRD.htm
[2] http://www.ipic.ae/english/our-investments/cepsa
[3] http://www.ipic.ae/english/investor-relations/2013-financial-statements
[4]http://www.cepsa.com/cepsa/Who_we_are/The_Company/Shareholding/
[5] http://boards.fool.co.uk/abu-dhabi-ups-cepsa-stake-to-25-9639686.aspx
[6] http://www.energy-pedia.com/news/spain/santander-and-ipic-disagree-on-cepsa-stake-price
[7]http://www.hoovers.com/company-information/cs/company- profile.Compa%C3%B1%C3%ADa_Espa%C3%B1ola_de_Petr%C3%B3leos_SA.8765727d63028cd0.html
[8] http://investing.businessweek.com/research/stocks/private/snapshot.asp?privcapId=874195
[9] http://en.wikipedia.org/wiki/Compa%C3%B1%C3%ADa_Espa%C3%B1ola_de_Petr%C3%B3leos
[10] http://www.cepsa.com/stfls/CepsaCom/Coorp_Accionistas/Ficheros_accionistas/folleto_cepsa_en_V2.pdf
[11] http://www.khaleejtimes.com/darticlen.asp?xfiledata/business/2011/March/businessMarch362.xml&sectionbusiness
[12] http://www.ft.com/intl/cms/s/0/e6e6d0c4-39d1-11e0-8dba-00144feabdc0.html#axzz3Dv0CxyBx