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1 ABCs of Issuing Debt Ron Queen CGFM, CPA. 2 General Information.

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Presentation on theme: "1 ABCs of Issuing Debt Ron Queen CGFM, CPA. 2 General Information."— Presentation transcript:

1 1 ABCs of Issuing Debt Ron Queen CGFM, CPA

2 2 General Information

3 3 Carver Mead, PhD ''It's easy to have a complicated idea. It's very, very hard to have a simple idea.'' - Carver Mead, PhD – prophet, a genius and one of the founding fathers of information technology

4 4 Debt Policies Debt Management Policies are written guidelines and restrictions that affect the amount and type of debt issued by a government, the issuance process, and the management of a debt portfolio. A debt management policy improves the quality of decisions, provides justification for the structure of debt issuance, identifies policy goals, and demonstrates a commitment to long-term financial planning, including a multi-year capital plan. Adherence to a debt management policy signals to rating agencies and the capital markets that a government is well managed and should meet its obligations in a timely manner.  Source: GFOA Recommended Practices – Debt Management Policy

5 5 Debt Financing Bonds Notes & Interfund Loans Capital Leases Loan Agreements

6 6 Definitions Bond – A certificate or evidence of debt on which the issuing governmental body promises to pay the bondholders a specified amount of interest for a specified length of time, and to repay the loan based on a predetermined amortization schedule.

7 7 Types of Bonds Serial Bond - Bond issue consisting of a number of bonds with different maturity dates. Bonds are issued at the same time. Term Bond – The combination of two or more serial maturities into a single maturity. Normally, created in the latter years of an issue. Definitions

8 8 Note – An instrument containing an express and absolute promise of the maker to pay a specified person, order, or bearer, a definite sum of money at a specified time. Loan Agreement – In Tennessee, a borrowing between a local government and a Public Building Authority. A Public Building Authority issues the actual bonds.

9 9 Definitions Capital Lease - A lease that meets one or more of the following criteria (FASBS 13):  Lease term is greater than 75% of the property's estimated economic life  Bargain purchase option  Transfer of ownership at end of lease term  PV of minimum lease payments >= 90% of FMV of asset

10 10 Players in Debt Issuance Issuer – Local Government Professionals o Financial Advisor - Business & Economic Advisor o Attorneys – Opinions and Compliance with Tax and State and Federal Securities Law o Underwriter – Securities Issues – Sales Force o Paying Agent/Registrar – Pays Bondholders and Deals with Secondary Market Trades o Trustee – Monitors compliance of the use of debt proceeds for Bondholders o Credit Rating Agency – Gives an Opinion on Credit Quality

11 11 Players in Debt Issuance Banks – Bank Loans Holders of Municipal Securities (Second Quarter 2003) o Households % o Mutual Funds % o Money Market Funds – 16.2% o Closed-End Funds – 4.9% o Bank Personal Trusts – 5.3% o Commercial Banks -6.9% o Property & Casualty Insurance Companies -10.4% o Other – 5.3% Source: The Bond Market Association

12 12 Players in Debt Issuance State of Tennessee loan programs o Tennessee local development authority (TLDA) o State revolving fund loan programs TDEC o Clean water state revolving fund loan program o Drinking water state revolving fund loan program o Local government energy efficiency loan program TECD o Utility relocation loan program TDOT [TDEC and TLDA] o Qualified zone academy bond program TDE

13 13 Debt Issuance Steps

14 14 Debt Issuance Steps 1. Identify the Project 2. Decision to Finance a Project 3. Structuring of the Instrument 4. Preparation and Sale of the Instrument 5. After the Sale

15 15 Debt Issuance Steps Post Sale Activities Assessment of Capital Needs Selection of Financing Method Debt Sale and Marketing Selecting the Method of Sale Debt Closing Structuring the Debt Issue Preparation of Debt Documents Steps to a Debt Issue

16 16 Decision to Finance a Project

17 17 Decision to Finance a Project 1. Use a CIP to Determine Projects to be Funded 2. Determine Project Cost 3. Determine Financing Method (Debt) 4. Create Request For Proposal for Financial Advisor 5. Select Financial Advisor & Related Professionals

18 18 Decision to Finance a Project CAPITAL IMPROVEMENT PROGRAM (CIP) A CIP is a multiyear plan –usually five or six years – identifying capital projects to be funded during the planning period. The CIP identifies each proposed capital project to be undertaken, the year in which it will be started or acquired, the amount expected to be expended on each project each year and the proposed method of financing.  Source: Capital Improvement Programming: A Guide for Smaller Governments

19 19 CAPITAL IMPROVEMENT PLAN Seven Steps 1. Establish Capital Improvement Policies 2. Perform a Capital Inventory 3. Adopt Standards to Rank Project Requests 4. Identify Projects 5. Assess Funding Sources 6. Develop the CIP 7. Approve CIP and Budget Source: Debt Issuance and Management: A Guide for Smaller Governments

20 20 Capital Planning Process Assess Funding Sources Pay-As-You-Go Financing  Investments Intergovernmental Revenues (Grants, Other State & Federal Revenues) Debt Financing Public/Private Ventures External Capital Contributions from Private Sources

21 21 Financing Plan A. General Fund Versus Enterprise Fund-General Questions  Available net revenue for debt service.  Is this a cash flow contributing project?  Existing versus new revenue sources? B. Details on Financing Plan?  Role of Credit Enhancement (Bond insurance, letter of credit, etc.)  Rated versus non rated  Repayment Plan  Construction Schedule (Capitalized interest, investment program)  Historical and projected debt service coverage  Reliability of pledged revenues  Sunset on pledged revenues  Do I need a referendum? (general obligation, sales tax, county surtax, etc.)

22 22 Financing Plan B. Details on Financing Plan? (continued)  If enterprise, existing rate structure? (rate study/feasibility study, “believable” projections)  Contingencies  Tax issues 1) Ability to borrow 2) Substantive project (no ghost $) 3) “Arbitrage” considerations

23 23 Bob Hope "A bank is a place that will lend you money if you can prove that you don't need it." - Bob Hope

24 24 Structuring of the Instrument

25 25 Structuring of the Instrument Form of Security Sizing the Issue Maturity Structure Call Provision

26 26 Structuring of the Instrument: Elements of A Traditional Municipal Security ElementAssociated Value or Risk Principal paymentRepayment of corpus Interest paymentsTax-exempt periodic coupon cash flow Stated maturityImplied exposure to the yield curve Redemption provisions Call options & refundings CreditExposure to the credit of issuer or guarantor

27 27 Structuring of the Instrument Form of Debt Security  General Obligation Tax and Revenue – Revenue Producing Project Special Assessment Bonds  Revenue (Limited Liability) – Revenue Producing Project Maturity – consider life of project

28 28 Structuring of the Instrument Type of Debt 1. Bonds 2. Notes 3. Lease-Purchase Obligations

29 29 Structuring of the Instrument Considerations in Selection of Instrument 1. Able to raise money for a project or a refunding in a timely manner, 2. to minimize the cost of the money raised, and 3. to minimize the legal and financial risks inherent in the financing structure.

30 30 Structuring of the Instrument Sizing the Issue (Par Amount of Bonds) 1. Debt Proceeds Sufficient to Meet Estimated Project Costs 2. Capitalization of Certain Costs 3. Costs of Issuance 4. Interest Costs 5. Required Reserved Fund 6. Rounding Amount

31 31 Structuring of the Instrument Considerations in Developing Maturity Structure Flow of Funds 1. When revenues are available a. Taxes b. Gross or net revenues 2. Types of funds a. Revenue b. Operation and maintenance

32 32 Structuring of the Instrument: Considerations in Maturity Structure Flow of Funds –Types of Funds 1. Revenue 2. Operation and Maintenance 3. Debt Service 4. Debt Service Reserve 5. Repair and Replacement 6. Depreciation Reserve 7. Surplus 8. Construction or Project

33 33 Structuring of the Instrument Considerations in Developing Maturity Structure Repayment Structure 1.Interest Payment a.Current Interest b.Capitalized Interest (Enterprise Funds Only) 2.Principal Repayment a.Serial Bonds b.Term Bonds 3.Interest Rate – Variable or Fixed

34 34 Structuring of the Instrument Considerations in Developing Maturity Structure Repayment Structure – Call Feature 1. Optional Redemption (Call Option) – When and at what price (call premium and premium rate) 2. Mandatory 3. Extraordinary Call Provision

35 35 Structuring of the Instrument Considerations in Developing Maturity Structure Miscellaneous Issues 1. Original Issue Discount 2. Premium Sale 3. Investment of Proceeds 4. Type of Sale

36 36 Structuring of the Instrument Maturity Structure o Fixed-Rate Debt Service Structures  Level Principal Maturity Schedule  Level Debt Service Schedule  Graduated Principal Reduction  Deferred Principal

37 37 Structuring of the Instrument Fixed Rate Debt Advantages  The Fixed-Rate Relieves the Issuer of Any Concern That Rates Will Increase Beyond Its Ability to Pay.  Budget Estimates are Certain for the Entire Life of the Instrument.  Allows Issuer to Lock in Current Interest Rate  Protection Against Rising Interest Rates Disadvantages  Interest Rate Determined on the Longer End of the Yield Curve  Locked in higher rate in falling interest rate market  Lack of flexibility

38 38 Structuring of the Instrument Maturity Structure o Variable-Rate Debt Service Structures  Level Principal Schedule  Graduated Principal Reduction  Deferred Principal

39 39 Structuring of the Instrument Variable-Rate Debt Advantages  Takes Advantage of Low Rates on Short-End of Yield Curve  Better Asset-Liability Management  Very Low Rates in Current Environment  Redemption or Principal Payment Reduction with 30 to 90 Days Notice Disadvantages  Remarketing Risk  Interest Rate Risk  Ongoing Monitoring of Market Rates to Remarketing Rates

40 40 Marketing and Selling the Instrument

41 41 Preparation and Selling of the Instrument Legal Issues/Bond Documents Choosing the Method of Sale Meeting with the Rating Agencies Deciding on the Use of Credit Enhancements Pricing and Sale of Bonds

42 42 Legal Issues/Bond Documents State Law – Authorization Federal and State Securities Law - Marketability Federal Tax Law – Tax-Exempt Status Legal Issues and Documents responsibility of attorneys: Bond Counsel, Underwriter’s Counsel Issuer’s Counsel, and Trustee’s Counsel

43 43 State Law Authorizing Statutes Other Constitutional Provisions and Statutes (e.g. open meetings, usury, debt limitation, restrictions on lending credit, etc.) Local laws

44 44 Federal and State Securities Law SEC Rule 15c2-12 and Municipal Securities Review Board (MSRB) Rules Disclosure Obligation/Continuing Disclosure State “Blue Sky” Laws

45 45 Responsibility of Attorneys 1. Bond Counsel a. Ensure compliance with federal, state, and local laws b. Draft legal documents (resolution/indenture, notice of sale or Bond Purchase Agreement, tax documents, and if applicable Escrow Agreement) c. Render opinion regarding exclusion of interest from federal income tax, and if applicable state and local taxes d. Limited focus on disclosure and feasibility

46 46 Responsibility of Attorneys 2. Underwriter’s Counsel a. Ensure Compliance with Securities Law b. Prepare Disclosure and Underwriting Documents c. Conduct “due diligence”

47 47 Bond Documents Initial GO Bond Resolution Notice  Protest Provision for GO Bonds  Revenue Bond Issuance (after Bond Resolution) Bond Resolution (Revenue & GO) Disclosure Documents o Official Statement [Preliminary (Red Herring) & Final]  Rule 15c2-12

48 48 Bond Documents Negotiated Sale  Bond Purchase Agreement between issuer and underwriters  Representations and warranties  Certificates and opinions – closing conditions Competitive  Notice of Sale and Bid Form  Basis of Award

49 49 Method of Sale Factors to be considered in method of sale Investor familiarity with issuer Credit Quality Complexity of the issue Issue size Market conditions

50 50 Method of Sale Competitive Sale: The issuer employs a financial advisor and bond counsel who structure the financing, prepare the legal documents and advertise the sale on a low bid basis. A bid form is signed by the issuer after approval from the legislative body.

51 51 Competitive Sale Basis of Award 1. Net Interest Cost NIC = Total Interest Payments + Discount (Less Premium) Number of Bond Years 2. True Interest Cost TIC = Rate which, when used to discount aggregate amount of debt service results in present value of bond proceeds

52 52 Competitive Sale Basis of Award - Pros and Cons of NIC & TIC 1. NIC a. Easy to Compute b. Not Based on Present Value c. Affects the Way Bidders Construct Their Bids and Causes Them to Prepare Higher Interest Cost Bids 2. TIC a. Harder to Compute b. Uses Present Value Terminology c. Discourages Construction of Bids to Put High Premiums on the Front End of Bid d. Arbitrage Yield is a TIC Calculation Less Costs of Insurance

53 53 Competitive Sale Advantages of a Competitive Sale 1. Required by Law for Section 608 CONs and GO Bonds 2. Provides Assurance that Bonds are Sold at the Lowest Possible Interest Rate on the Day Sold 3. Has Historically Resulted in Lower Gross Underwriting Spreads 4. Promotes Appearance of Open, Fair Process

54 54 Competitive Sale Disadvantages of a Competitive Sale 1. Less Flexibility in Responding to Changing Market Conditions 2. Underwriters may build “risk premium” into their bids to compensate for volatile market or uncertainty in being able to place issuers bonds 3. May Not Get Bids on a Complex Financing or on a Weak or Unknown Credit

55 55 Method of Sale Negotiated Sale: Underwriting firm is selected in advance of the planned sale date and assists in putting the deal together. At the time of the sale, the underwriter proposes the interest rate scale for the bonds and the amount of compensation. After approval by the legislative body a Bond Purchase Agreement (BPA) is authorized and signed by the issuer. The pricing is negotiated by the Financial Advisor and issuer.

56 56 Negotiated Sale Advantages 1. Underwriter may assume responsibility for preparing bond documents, structures the transaction, and performs other issuance tasks 2. Greater incentive to engage in pre-marketing activities to assess investor demand for bonds, especially for large sized issues, story bonds, or weak credits 3. Added flexibility in designing a structure which meets investor needs and in timing the sale of bonds

57 57 Negotiated Sale Disadvantages 1. Issuer must make greater effort to stay abreast of bond market conditions to ensure favorable pricing 2. Difficult to determine appropriate amount of gross spread 3. May result in charges of favoritism toward particular firms

58 58 Method of Sale Private Placement - Bonds sold directly to investors without a public offering. Rarely used method of sale – accounts for less than 1% of total. Purchaser of the bonds signs an agreement that states the bonds were purchased with the intent of holding to final maturity.

59 59 Private Placement Advantages 1. Quick 2. Does not require all of the disclosure information otherwise required 3. May be able to sell debt that is otherwise not marketable Disadvantages 1. May cost more – higher interest because no secondary remarketing 2. Bond cannot be remarketed, but re-placed to similar firm 3. Generally, structured not to allow call by issuer 4. May not be publicly or politically acceptable

60 60 Competitive Versus Negotiated

61 61 Competitive Versus Negotiated Source: GFOA Recommended Practices - Selecting and Managing the Method of Sale of State and Local Government Bonds (1994)

62 62 Meeting with the Rating Agencies Prepare Presentation Determine which of the three agencies you wish to use – Moody’s, S& P, Fitch Prepare and deliver documents required by the agency before rating meeting or site visit Rating is for a particular issue and will be publicly released after it is accepted by issuer

63 63 Credit Enhancement & Ratings

64 64 Deciding on the Use of Credit Enhancements Why use credit enhancement?  To lower coupon rate on bond and/or make the bond more appealing to investors Types of Credit Enhancement  Bond Insurance  Letter of Credit  Surety Policies

65 65 Pricing and Sale of Bonds Notice of Sale  Date, Time, and Place of Sale  Description of the Bonds  Form and Payment of the Bonds  Redemption Provisions  Basis of Award  CUSIP Numbers  Approving Opinion  Official Statement  Delivery of Bonds  Credit Enhancements  Bond Counsel and Financial Advisor

66 66 Pricing and Sale of Bonds Competitive Sale  By Auction with coupon rate serving as item being bid; can also bid on price; can have 2 bidders with same coupon rate but different discounts or premiums. Negotiated Sale  Marketed by Underwriter based on rate determined by Issuer and Financial Advisor Private Placement  Determined between Issuer/Placement Agent/Buyer Usually a higher rate due to inability to market on the secondary market

67 67 After the Sale

68 68 After the Sale Investment of Issue Proceeds Compliance with Arbitrage Regulations Maintaining Rating and Investor Relations Secondary Market Disclosures Monitoring Refinancing Opportunities

69 69 Investment of Issue Proceeds

70 70 Investment of Issue Proceeds Investment Considerations A. Legal Requirements State Laws Governing Investment of Funds 1. Type of Instrument 2. Maturity B. Practical Requirements Construction Expenditure Schedule - Flexibility vs. Rate of Return

71 71 Investment of Issue Proceeds Types of Funds being Invested A. Project B. Debt Service and Debt Service Reserve C. General or Operating Investment Instrument

72 72 Compliance with Arbitrage Regulations

73 73 Compliance with Arbitrage Regulations Arbitrage – Arbitrage refers to the use of a portion of the proceeds of any bond issued which are reasonably expected (at the time of issuance of the bond) to be used directly or indirectly – to acquire higher yielding investments, or to replace funds which were used directly or indirectly to acquire higher yielding investments. Typically an Arbitrage Service is used to perform the calculation of the yield for monitoring. IF the local government does not meet the IRS Requirements, it may have to pay an arbitrage rebate to the IRS.

74 74 Maintaining Rating and Investor Relations

75 75 Maintaining Rating and Investor Relations GFOA Recommended Practice Maintaining an Investor Relations Program (1996 and 2003) “When a governmental entity sells debt, it enters in to a long-term contract to make timely debt service payments to investors. Other stakeholders such as bond insurers, liquidity providers, rating analysts, trustees, credit enhancers, counterparties, and constituents are interested in obtaining financial and operation information on issuers. An effective investor relations program that responds to the informational needs of these diverse groups may lower borrowing costs for issuers.”

76 76 Maintaining Rating and Investor Relations Recommendation. The Government Finance Officers Association (GFOA) recommends that governmental issuers consider developing an investor relations program. The centerpiece of such a program is a commitment to provide full and comprehensive disclosure of annual financial, operating, and other significant information in a timely manner consistent with federal, state and local laws. Issuers may consider providing additional information to investors beyond that provided for in their contractual commitments. An investor relations program should address the following:

77 77 Maintaining Rating and Investor Relations 1. Identify the individual(s) who is (are) responsible for speaking on behalf of the issuer. Establish steps to ensure that all external communication regarding disclosure is approved by this (these) person(s). 2. After giving consideration to the size and organizational structure of the entity, consider creating a “Disclosure Board” or other appropriate group, to establish the events to be disclosed and periodicity of disclosure items. Positions on the Disclosure Board may include: the debt manager, the chief financial officer, a representative of the legislative body, an administrative officer, the financial advisor, and bond counsel or issuer’s counsel.

78 78 Maintaining Rating and Investor Relations 3. The Disclosure Board, or other appropriate group, should establish policies and procedures for the Investor Relations Program. Policies and procedures should be simple and clear 4. Consideration should be given to the fact that any record created as a result of the Investor Relations Program may be subject to internal policies and/or federal, state and local laws concerning document retention and freedom of information.

79 79 Secondary Market Disclosures

80 80 Secondary Market Disclosures SEC Rule 15c2-12 Requires Continuing Disclosure for Municipal Securities with an Aggregate Outstanding Principal Amount of $10,000,000 or more 1. Basic Rule 2. Alternative Financial Disclosure for Small Issuers 3. Exceptions (Not Dealt with today)

81 81 Secondary Market Disclosures Basic Rule 1. Annual Financial Disclosure a. Financial or operating data provided annually to each nationally recognized municipal securities information repository (NRMSIR) as specified in the Official Statement and Continuing Disclosure Certificate and to the appropriate state information depository (SID) by a certain date b. Audited financial statements may be submitted when available to each NRMSIR and appropriate SID. 2. Event Disclosure

82 82 Secondary Market Disclosures Basic Rule 2. Event Disclosure - Related to a Specific Security a. Principal and interest payment delinquencies; b. Non-payment related defaults; c. Unscheduled draws on debt service reserves reflecting financial difficulties; d. Substitution of credit or liquidity providers, or their failure to perform; e. Adverse tax opinions or events affecting the tax-exempt status of the security; f. Modifications to rights of security holders; g. Bond Calls; h. Defeasances; i. Release, substitution, or sale of property securing repayment of the securities; j. Rating changes; k. Notice of failure to provide Annual Financial Disclosure on or before the date specified in the written agreement or contract

83 83 Secondary Market Disclosures Alternative Financial Disclosure for Small Issuers Three Requirements 1. No more than $10 million in aggregate amount of outstanding municipal securities 2. Written agreement or contract for benefit of holders requiring: a. On request to any person or at least annually to the appropriate SID the Alternate Annual Financial Disclosure for Small Issuers b. Timely Event Disclosure to each NRMSIR or Municipal Securities Review Board and to the appropriate SID 3. Final Official Statement identifies by name, address, and telephone number the persons from which the Alternate Annual Financial Information and Event Disclosure for Small Issuers can be obtained

84 84 Monitoring Refinancing Opportunities

85 85 Monitoring Refinancing Opportunities Reasons For Refunding of Debt High -to- low interest refundings for interest rate savings  High-to-low interest refundings may be strictly for Interest Rate Cost Savings.  High-to-low interest refundings may be for Net Present Value savings.  High-to-low interest refundings may be to produce Economic Gain/Loss.

86 86 Monitoring Refinancing Opportunities Reasons For Refunding of Debt Defeasance refundings to remove burdensome covenants  Change the level at which the earnings of a project built by bonds must cover debt service before additional bonds can be floated to allow issuance of more bonds.  Release funds by changing the level that Debt Service Reserve Fund must be maintained.  Reduce the Debt Service Coverage Requirements

87 87 Monitoring Refinancing Opportunities Reasons For Refunding of Debt Refundings to stretch out or otherwise restructure debt service  Restructuring provides short-term budgetary savings frequently increasing the cost of debt through increased interest cost and cost of issuing new debt.  Restructuring provides for the issuance of additional debt without having to raise taxes for debt service using the annual savings from the refunding to support the new debt. Frequently restructuring increases the cost of debt through higher interest cost over the life of the refunding debt and related cost of issuing new debt.

88 88 Monitoring Refinancing Opportunities Refundings to produce economic benefits other than interest rate savings  Convert variable rate debt to fixed rate debt and vice-versa.  A refunding may allow investment of escrow at a higher rate of interest than the arbitrage yield limit to offset negative arbitrage in other escrows.  Release reserve refunds to allow investment in higher yielding assets.

89 89 Monitoring Refinancing Opportunities Reasons For Refunding of Debt Payment or discharge of all or any part of an issue or series of outstanding obligations, including any interest thereon, in arrears or to become due and for the payment of which sufficient funds are not available

90 90 Monitoring Refinancing Opportunities Savings Types of Savings 1. Interest Rate Cost Savings Interest rate cost savings occur when interest rates on the new debt are significantly lower than the prior debt creating a savings when the net present value of the old interest payments is less than the net present value new interest payment less the costs associated with issuing the new debt.

91 91 Monitoring Refinancing Opportunities Savings Types of Savings 2. Restructuring Benefit A restructuring benefit is created by changing the payment of principal. Maturities can be shortened or lengthened. Payments can be shifted to create savings. Restructuring is done to reduce payment amounts by lengthening maturities or by shifting payment within the original maturity of the debt or speeding payment of principal by shortening maturity. Restructuring can reduce the level of debt service allowing additional debt to be incurred without raising taxes or allowing shifting of debt service tax revenues to operating expenses to prevent a tax increase. The downside of this is that interest expense is generally increased.

92 92 Monitoring Refinancing Opportunities Savings Types of Savings 3. Economic Gain/Loss The economic gain or loss resulting from a refunding transaction compares the present value of the new debt service requirements with that of the old. When measuring the difference between the two cash flows, additional cash used to complete the refunding paid from resources other than proceeds of the new debt (for example, for issuance costs or payments to the escrow agent) should be added to the new debt cash flows. Accrued interest received at the bond issuance date should be excluded from the new debt cash flows.

93 93 Monitoring Refinancing Opportunities Savings Types of Savings 4. Net Present Value Savings Net Present Value Savings is the most prevalent method used to determine “cost savings.” The annual new debt service is subtracted from annual old debt service and the savings/cost Cashflow is discounted using either True Interest Cost or Bond Yield for Arbitrage Purposes. Any interest earned on the escrow is added to the Net Present Value of old debt service less the new debt service plus the rounding amount to determine the cost savings.

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