The importance of being
financially bilingual
How financial reporting differences
can affect cross-border deal value
May 2...
The heart of the matter
Numbers may seem to be a universal language but, based on the
accounting that underlies them, the ...
Financial information
a buyer can understand
Buyers outside the US will likely
expect to understand how the
seller’s finan...
Understanding how GAAP and
regulatory requirements mesh
US buyers should understand how
a target’s historical IFRS financi...
Corporate buyers concerned about
post-transaction earnings per share
(EPS) dilution, should carefully
consider the impact ...
Other key
differences
between IFRS and
US GAAP that may
impact EBITDA

Stock-based
compensation,
leases, inventory,
and im...
Figure 3: Differences in international EBITDA multiples

Industry with significant US GAAP to IFRS differences

Average EB...
Beware the ripple effect of changes in financial structures
When evaluating financial structures to achieve a desired tax-...
Reporting
US regulatory reporting
Time pressures are always a
critical factor in cross-border M&A.
US public companies mus...
Multiple territories, many GAAPs: A US-listed group acquires a partially listed IFRS preparer in Hong Kong.
The acquired b...
While buyers often anticipate some
of these cross-border considerations,
sellers generally do not focus on
these issues. I...
www.pwc.com
To have a deeper conversation
regarding cross border deals,
please contact:
Martyn Curragh
Principal, US Trans...
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The importance of being financially bilingual

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If you want to get the best value from a cross-border deal, you need to understand the differences in financial reporting practices and how they could affect all aspects of your transaction. How do overseas reporting standards and regulations interact with US generally accepted accounting principles (GAAP)? It’s easy to underestimate the time, effort and cost of preparing for a cross-border M&A transaction. Make sure you plan carefully.

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The importance of being financially bilingual

  1. 1. The importance of being financially bilingual How financial reporting differences can affect cross-border deal value May 2013 Mergers and Acquisitions At a glance Identifying potential financial reporting differences is critical to maximizing deal value Efficient execution hinges on understanding how financial reporting and regulatory requirements interact Embedding GAAP changes and managing multi-GAAP reporting post-acquisition requires careful planning
  2. 2. The heart of the matter Numbers may seem to be a universal language but, based on the accounting that underlies them, the stories they tell can convey very different meanings. When doing cross-border deals, it is critical to understand the impact that disparate financial reporting languages can have on deal metrics, deal terms, and adherence to regulatory requirements. Executing deals in a connected world In today’s connected world, the volume of cross-border transactions is growing. And, it’s not just US investors looking overseas. Like never before, cross-border transactions require comprehensive knowledge of global differences in national accounting, market regulations, and law. Finding the best target or right buyer requires that you carefully assess these complex issues to determine the potential of companies or the expectations of buyers that may be thousands of miles apart. The need to understand financial reporting and M&A conventions outside of the US has become increasingly important. Cross-border deals are becoming increasingly common as companies based in China, India, and other emerging countries move into more developed economies. International regulatory requirements, related financial reporting requirements, local tax considerations, and accounting differences all play a vital role in understanding and realizing the full anticipated value of a cross-border transaction. Though US GAAP and International Financial Reporting Standards (IFRS) continue to converge, there remain differences in both the bottom-line impact of accounting conventions and disclosure requirements. Understanding these differences and their impact on key deal metrics, as well as both shortand long-term financial reporting requirements, will lead to a more informed decision-making process. It can also help minimize last-minute surprises that can significantly impact deal value or completion. In preparing for a deal, an in-depth knowledge of crossborder considerations is essential to identify potential hurdles early on. This know-how also lays the groundwork for a thorough and complete due diligence, which necessitates the ability to knowledgeably navigate different financial languages. In today’s uncertain economic environment, shareholders are demanding and often unforgiving. To meet their expectations, you must maximize the value captured from deals and navigate the financial nuances of cross-border transactions. Figure 1: M&A process Preparing for the deal 2 Due diligence Deal terms Reporting The importance of being financially bilingual: How financial reporting differences can affect cross-border deal value
  3. 3. Financial information a buyer can understand Buyers outside the US will likely expect to understand how the seller’s financial position and results look on an IFRS basis. When financial statements must be converted or reconciled to IFRS, or conversely from IFRS to US GAAP, the complexity of the deal is sure to intensify. Connecting the dots across different financial languages Preparing for the deal By their very nature, cross-border transactions are complex, and that demands disciplined and wellexecuted preparation. Whether buying, selling, or raising capital in a cross-border transaction, management must consider early on fundamental accounting considerations. Putting buyers and sellers on common financial terms allows the intrinsic value of the company to be the focal point. Given the myriad scenarios for M&A in today’s market environment, companies should carefully consider what information will be required by potential buyers, what information is available from potential sellers, and how financial information is best presented and analyzed to achieve maximum value and deal efficiency. In most transactions, financial or regulatory reporting issues demand that buyers receive audited financial statements. Often standalone financial information does not exist and must be “carved out” of another entity. At the same time, statutory financials need to be maintained. Depending on the nature of the carve-out, development of the financial statements can be complicated and time-intensive. It may require judgments and estimates, corporate allocations, debt and purchase accounting pushdowns, creation of other stand-alone data that may not have previously existed, and conversion to a different GAAP basis. The carve-out rules and conventions differ between US GAAP and IFRS, making this process even more complex. Connecting the dots across different financial languages 3
  4. 4. Understanding how GAAP and regulatory requirements mesh US buyers should understand how a target’s historical IFRS financial information differs from US GAAP, and how that may impact postacquisition financial reporting and metrics. It is also essential to plan for their own SEC reporting requirements. Key questions should include: • Will the target meet the definition of a foreign business? • Will audited historical financial statements be available and will they need to be reconciled to US GAAP?1 • How difficult will it be to calculate the S-X Rule 1-02(w) significance test and consistently prepare combined pro forma financial information based on US GAAP? Companies will need to determine as early as possible whether they have the expertise to convert IFRS to US GAAP in-house or whether they need to engage outside advisors. Understanding the potential buyer’s regulatory reporting requirements is critical and will be dictated by the specific territory in which the buyer resides. Regulatory rules may stipulate the number of fiscal and interim periods required, and whether reporting is audited or unaudited; if audited, companies must know whether the auditing standard is international or US. It will be necessary to determine whether pro forma information must be prepared in conformity with the buyer’s IFRS or local GAAP policies, and whether Management’s Discussion and Analysis or Operating and Financial Review must be presented. Finally, buyers must understand the traditional expectations and legal requirements of investors, bankers, and analysts in the territory. Both buyers and sellers may also need to consider their tolerance for transparency because certain countries make statutory filings (including director information and remuneration) available online, even if the company is privately held. This information may not be available from the current information technology reporting environment. Due diligence Differences between IFRS and US GAAP accounting principles, as well as diversity in application and judgments, can lead to notable differences in reported earnings. While enterprise value, in theory, should not be affected by accounting policies, valuation techniques like EBITDA multiples can be impacted due to earnings variations resulting from accounting policy differences. Sellers should be prepared to tell their story in the financial reporting language and format spoken by buyers. That may require a greater level of disaggregated information and note disclosures than currently prepared using US GAAP. The “right” GAAP may vary 1 Reconciliation of IFRS to US GAAP is not required if the financial statements of the foreign business are prepared in accordance with IFRS as issued by the IASB and audited in accordance with US generally accepted auditing standards or PCAOB standards. However, target financial statements prepared using local GAAP or a local variant of IFRS will require reconciliation to US GAAP under SEC regulations. 4 Defaulting to the GAAP you know is not always the best solution. Consider this scenario: A UK company that had historically used UK GAAP planned a US IPO. It decided to continue using UK GAAP and reconcile to US GAAP because this appeared to be the most time- and cost-efficient approach. But as a foreign private issuer (FPI), the company could have decided to change its primary GAAP from UK GAAP to IFRS, which could reduce the historical periods presented and align the statutory requirements of the UK with the reporting requirements of the SEC. This would also have eliminated the need for reconciling to US GAAP in future filings. The importance of being financially bilingual: How financial reporting differences can affect cross-border deal value
  5. 5. Corporate buyers concerned about post-transaction earnings per share (EPS) dilution, should carefully consider the impact of other line items below EBITDA. For example, GAAP differences in hedge accounting and deferred taxes can significantly impact interest expense, other gains/ losses, tax expense, and potentially even cash taxes. Such accounting differences are incremental to the expected impact from additional depreciation and amortization from purchase accounting fair value step-ups, as well as from earnings volatility generated by operating in different currencies. It is also worth noting that, depending on the region, investor focus may vary. US corporate entities tend to be EPS-focused while European corporations emphasize trading trends. Figure 2 illustrates the impact on EBITDA of common IFRS to US GAAP accounting differences. Example 1 demonstrates how implied EBITDA multiples may be impacted on conversion to new accounting standards, even if there is no actual change in the underlying cash flows. In certain circumstances these same Understanding a potential target’s accounting policies is essential to assessing its historical and projected earnings profile, as well as evaluating its market valuation comparables. GAAP differences can turn positive earnings into a loss (Example 2). While every industry is subject to different facts and circumstances, the example below is particularly relevant in industrial product sectors, where customized products and construction contracts are not uncommon. Revenue Recognition: Differences in scope and application of percentageof-completion (POC) accounting may result in significant timing differences. For example, the prescriptive nature of US GAAP may make fewer contracts eligible for POC, resulting in more deferred revenue that must then be fair-valued in purchase accounting, often at significantly lower values. Development costs: Development costs are capitalized under IFRS if certain criteria are met, but are expensed as incurred under US GAAP. This difference creates a higher EBITDA under IFRS. Employee benefits: Expense recognition and financial statement presentation can vary significantly between US GAAP and IFRS. Under IFRS, for example, actuarial gains and losses for pension plans are permanently recognized in other comprehensive income, whereas US GAAP requires such gains and losses to be recycled through the income statement. In a similar manner, more pension expense can be classified as interest expense under IFRS, increasing EBITDA as compared with US GAAP. Companies will also need to assess the impact of cash funding requirements for pension and other benefit plans, which can vary significantly depending on local territory regulations. Figure 2: Example of possible EBITDA adjustments in a quality of earnings exercise due to change in GAAP or accounting policy Example 1 Example 2 EBITDA Implied EBITDA Multiple Enterprise Value EBITDA (IFRS) 100 10 1,000 EBITDA (IFRS) 20 Revenue Recognition (30) Revenue Recognition (30) Development costs (15) Development costs (15) Employee benefits 5 Employee benefits 5 Other 5 Other 5 EBITDA (US GAAP) 65 Adjustments $(000s) 15 1,000 Adjustments $(000s) EBITDA (US GAAP) Connecting the dots across different financial languages EBITDA (15) 5
  6. 6. Other key differences between IFRS and US GAAP that may impact EBITDA Stock-based compensation, leases, inventory, and impairments should be carefully evaluated for possible impacts on EBITDA. Stock-based compensation: Although the US GAAP and IFRS guidance in this area is similar at a macro-conceptual level, many significant differences exist at the detailed application level. Measurement, timing and pattern of expense recognition can vary depending on award features and recipients. The broader scope of share-based payments guidance under IFRS leads to differences associated with awards made to non-employees, impacting both the measurement date and total value of expense to be recognized. For awards with graded vesting, each tranche is measured as a separate award and recognized over the vesting period. The timing of recognition of social charges associated with awards generally will be earlier under IFRS than US GAAP, and cash-settled awards are more likely to be liability-classified under IFRS, resulting in increased income statement volatility. Leases: Leases may be classified differently under IFRS than under US GAAP because the scope of lease accounting is broader under IFRS and has fewer exceptions. Different classification can have a profound effect on how a lease is reflected within the financial statements. Classification depends on whether the lease transfers substantially all of the risks and rewards of ownership to the lessee; the lack of bright-line rules may make it more difficult to achieve off-balance sheet operating lease classification under IFRS. Inventory: IFRS prohibits the use of LIFO, so companies that utilize that costing methodology under US GAAP might show significantly different operating results under IFRS. And regardless of the inventory costing model used, under IFRS companies might experience greater earnings volatility in relation to recoveries in values previously written down. Impairments: In general, IFRS employs a one-step impairment model for non-financial assets. One exception is goodwill, which is based on the asset’s recoverable amount (higher of fair value less cost to sell or value in use). And such impairment charges must be reversed if there is a recovery in value. As a result, timing and measurement of impairment charges under IFRS may vary significantly when compared with US GAAP. 6 The importance of being financially bilingual: How financial reporting differences can affect cross-border deal value
  7. 7. Figure 3: Differences in international EBITDA multiples Industry with significant US GAAP to IFRS differences Average EBITDA multiple in recent transactions US GAAP IFRS Entertainment, Media & Communications 9.97 9.07 Financial Services 10.98 14.50 Industrial Products 9.37 9.47 Pharmaceuticals & Life Sciences 23.91 20.55 Retail & Consumer 12.06 11.23 Technology 24.04 14.81 *Data taken from CapitalIQ.com, selected transactions from the past three years Differences in required accounting principles can significantly impact a company’s modeling and postacquisition forecasts. Layering fundamental accounting policy differences on top of purchase accounting impacts makes analysis of post-deal accretion or dilution a challenging exercise. Thorough financial due diligence can help identify accounting differences and quantify the potential impact on earnings profiles and valuation comparability. In addition, disparities in accounting policies should also be considered when establishing posttransaction debt covenants and regulatory requirements. For instance, buyers should be particularly wary of the potential impact of stock-based payments tied to post-acquisition activities. In some cases, they may result in compensation expense rather than purchase consideration. Again, the application of accounting policies should not affect cash flows or a company’s ability to service its debt. But interest-coverage ratios, earning targets and classification of debt—for instance, mezzanine treatment under US GAAP is not available under IFRS—can vary under different GAAPs. These types of bank covenants will likely need to be “reset” post-transaction to adjust for accounting differences. To further illustrate differences in international EBITDA multiples, consider the above summary of multiple averages for transactions announced over the last three years in key industries (Figure 3). The variant multiples are largely driven by the expensing (US GAAP) versus capitalization (IFRS) of research and development costs. Another factor, particularly in the financial services sector, is the impact of differences in accounting for leases and investment properties. Similarly, a company operating in a highly regulated industry would need to consider the impact of accounting differences on regulatory requirements. For instance, a foreign buyer of a US-based insurance company would need to consider converting the target’s financial results into the GAAP of the acquirer as well as report under local GAAP for state insurance divisions. Often, the acquiree may have historically kept its books on US GAAP and made adjustments to reconcile to local GAAP, which could lead to inefficiency prospectively (if the ledger continues to be maintained in US GAAP). Significant differences may exist between US GAAP, IFRS and local GAAP within the insurance industry. For example, debt securities under US GAAP and IFRS are valued according to their classification (US GAAP and IFRS employ different classification categories), whereas local GAAP requires most debt securities to be recorded at amortized cost, depending on credit rating. Connecting the dots across different financial languages 7
  8. 8. Beware the ripple effect of changes in financial structures When evaluating financial structures to achieve a desired tax-planning result, it is essential to also consider the GAAP implications. Certain structures that successfully achieve tax strategies can cause financial reporting headaches, such as bifurcated debt and equity components, stripped-out embedded derivatives, separately valued derivatives, and accounting for derivatives under the fair value rules. Both buyers and sellers must conduct a rigorous due diligence to ensure that cross-border risks are identified and included in the purchase agreement. Deal terms Debt and debt-like items In any M&A transaction, the Sale and Purchase Agreement (SPA) represents the outcome and documentation of all commercial and pricing negotiations. Both buyer and seller should ensure that significant cross-border risks identified during due diligence are properly addressed in the SPA. Buyers will attempt to identify debt and debt-like items in order to reduce purchase price. Items identified during diligence, however, may or may not be treated as debt, or even be recognized, under local GAAP in each territory. The treatment of these items therefore should be carefully prescribed in the SPA to ensure both parties agree on the appropriate deal treatment. US GAAP, for example, has a higher threshold for recognition of provisions. This could lead to more provisions being recognized under IFRS, which could potentially reduce purchase price if treated like debt. Companies also should assess the potential cross-border value considerations arising from the financial issues discussed. These may include: Working capital accounting policies Accounting treatments under local GAAP will vary by territory; even within territories, practices may differ. This is particularly true of IFRS, which often requires more management judgment than US GAAP. It is critical to have staff or advisors who understand local GAAP or IFRS in order to evaluate historic trends and define the treatment of key items in the SPA, particularly those related to working capital adjustments. Warranties and indemnities for judgmental items, such as tax, legal or environmental provisions, are often contentious issues. The legislative environment in each territory may give rise to varying degrees of risk. In addition, GAAP disparities could drive different book liabilities. For example, IFRS requires recognition of provision for executory contracts if the unavoidable costs of meeting the obligations exceed the expected economic benefits; US GAAP does not require this. Again, provisions for such items may or may not be recognized in the existing financial records depending on the requirements of local GAAP, and the measurement of the liability could change significantly due to changes to legal entity structure or taxability post-transaction. Delineating leases: Lease classification under IFRS is less “bright-lined” than US GAAP guidance. Accordingly, more leases may be classified as finance leases under IFRS. Similarly, there is a higher threshold for recognition of provisions under US GAAP, which could lead to more provisions being recognized under IFRS. The treatment of such items in the SPA as either debt or working capital could have a significant impact on the transaction price if not defined or clearly understood: US GAAP $’m IFRS $’m Enterprise value 100 100 Bank borrowings (20) (20) - (30) - (10) 80 40 Finance leases Provisions Transaction price 8 Warranties and Indemnities The importance of being financially bilingual: How financial reporting differences can affect cross-border deal value
  9. 9. Reporting US regulatory reporting Time pressures are always a critical factor in cross-border M&A. US public companies must file a Form 8-K within four business days after the completion of an acquisition; Rule 3-05 financial statements (as required) and Article 11 pro formas must be filed by amendment to the Form 8-K no later than 71 days after the due date of the original 8-K. Confirmatory due diligence becomes even more important in this environment. It helps ensure a clean opening balance sheet for valuation and purchase price allocation purposes, as well as allow for timely identification and quantification of US GAAP differences. If material, those differences will need to be adjusted to convert the target’s financial information to US GAAP for the Article 11 pro forma presentation. The SEC guidance requires a significance test to determine how many years of the target’s audited historical financial statements are required to be included in the 8-K; this must also be calculated using US GAAP financial information. Unless the target’s audited financial statements were prepared in accordance with IFRS as issued by the IASB, they will need to be reconciled to US GAAP for all periods presented. Management will also need to develop a plan to make conversion to new US GAAP policies sustainable post-acquisition. Overseas requirements Certain territories require additional information to be prepared, filed, and in some instances opined on by local auditors. Some exchanges, such as London and Hong Kong, require that profit forecasts and working capital reports be prepared and opined on in advance of certain transactions, such as a capital-raising. Those territories may also require confirmation of appropriate corporate governance and internal controls, in addition to any Sarbanes-Oxley compliance required for the US reporting environment. Other forms of legislation in overseas territories may dictate additional reporting requirements. For example, financial institutions may require separate reporting under local GAAP or IFRS. In addition, many non-US governments require statutory reporting for all companies located in their jurisdiction (whether publicly listed or not), and statutory reports typically follow local GAAP. These filing requirements usually continue post-acquisition. Consequently, it is essential to ensure that formal processes are in place and that systems are capable of handling multi-GAAP reporting. Multi-GAAP reporting Many banking arrangements do not contain the required flexibility to allow for the adoption of a new GAAP basis and the reset of banking covenants. This may result in significant fees being incurred to amend banking agreements or complex covenant reporting going forward, as reported results under US GAAP are restated for bank reporting. Connecting the dots across different financial languages 9
  10. 10. Multiple territories, many GAAPs: A US-listed group acquires a partially listed IFRS preparer in Hong Kong. The acquired business may have operations across multiple territories, each with their own local GAAP for statutory reporting purposes. In addition to the significant effort involved in the initial conversion to US GAAP, the ongoing reporting requirements for each subsidiary must be considered. Reporting requirement External reporting basis Frequency Group reporting for US registrant US GAAP Quarterly Hong Kong listing requirements IFRS Semi-annually Subsidiary reporting requirements Local GAAP* Annually Local tax reporting Local tax basis Varies by country The complexities of maintaining significant volumes of accounting records under multiple GAAPs has far-reaching consequences, from employee training to IT platforms and internal controls. * e.g. Hong Kong GAAP, Thailand GAAP, UK GAAP Handling multiGAAP requirements Each territory will need to maintain its books and records in a manner that allows reporting under multiple GAAPs and/or regulatory frameworks (banking, insurance, and utilities, for instance). Implementing systems and methodologies that allow such complex reporting can be a timeconsuming, costly, and difficult task. Planning, investment, and training can greatly minimize the pain, however. 10 Staff at both parent and subsidiary levels will need to be trained to understand and evaluate the differences between the various reporting requirements. Robust and clearly written group accounting policies and internal controls documentation will need to be created to ensure knowledge and guidance is transferred to acquired companies. Any knowledge of IFRS and overseas reporting held by the existing finance team should be leveraged for strategic conversion to group reporting principles. There may also be opportunities to align local reporting and group reporting postdeal through policy choices made at the acquired subsidiary level. The importance of being financially bilingual: How financial reporting differences can affect cross-border deal value
  11. 11. While buyers often anticipate some of these cross-border considerations, sellers generally do not focus on these issues. In cross-border deals, sell-side due diligence and M&A support could dramatically enhance the marketability, messaging, and negotiating platform of the seller. Value erosion begins well before the deal closes, so preparation and positioning are critical. Understanding the impact of cross-border complexities It is easy to underestimate the time, effort, and cost of preparing for a cross-border M&A transaction. You’ll need a comprehensive understanding of international differences in order to accurately measure the costs and value of the transaction. These differences can impact the bottom line and balance sheet classifications (GAAP differences), financial reporting requirements, regulatory requirements, cash tax and tax accounting. They also can affect deal valuation benchmarks, investor expectations, and post-deal efforts to support future international requirements. All of these must be added to an already complex range of diligence assessments necessary for a domestic deal. Many of the topics discussed are applicable beyond the M&A window. In the last few years, more companies have looked abroad to seek more welcoming regulatory environments for capital-raising, redomiciling, or initiating legal-entity restructurings. Though typically different in their end goal, many of the considerations are similar to those encountered in a cross-border M&A transaction. No matter the objective, any crossborder deal will require heightened expertise, well-informed advice, and plenty of advance preparation. Understanding the impact of cross-border complexities 11
  12. 12. www.pwc.com To have a deeper conversation regarding cross border deals, please contact: Martyn Curragh Principal, US Transaction Services Leader 646 471 2622 martyn.curragh@us.pwc.com Authors Kathleen Bauman Director, National Professional Services Group 267 330 2746 kathleen.bauman@us.pwc.com Sara DeSmith Partner, National Professional Services Group 973 236 4084 sara.desmith@us.pwc.com Rich Jones Director, Capital Markets and Accounting Advisory Services 312 298 3291 richard.w.jones@us.pwc.com John Py Director, Transaction Services 646 471 7712 john.py@us.pwc.com David Schmid Partner, National Professional Services Group 973 236 7247 david.schmid@us.pwc.com Paul Sheward Partner, Capital Markets and Accounting Advisory Services 312 298 2232 paul.sheward@us.pwc.com Henri Leveque Partner, US Capital Markets and Accounting Advisory Services Leader 678 419 3100 h.a.leveque@us.pwc.com Neil Dhar Partner, Capital Markets and Accounting Advisory Services New York Metro Region Leader 646 471 3700 neil.dhar@us.pwc.com Scott Gehsmann Partner, Capital Markets & Accounting Advisory Services East Region Leader 646 471 8310 scott.j.gehsmann@us.pwc.com Paul Sheward Partner, Capital Markets & Accounting Advisory Services Central Region Leader 312 298 2232 paul.sheward@us.pwc.com Steve Lilley Partner, Capital Markets & Accounting Advisory Services West Region Leader 214 754 4804 steve.lilley@us.pwc.com © 2013 PricewaterhouseCoopers LLP, a Delaware limited liability partnership. All rights reserved. PwC refers to the US member firm, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. PwC US helps organizations and individuals create the value they’re looking for. We’re a member of the PwC network of firms with 169,000 people in more than 158 countries. We’re committed to delivering quality in assurance, tax and advisory services. Tell us what matters to you and find out more by visiting us at www.pwc.com/us. PH-13-0010

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