EXHIBIT 99.4

BLACK HILLS CORPORATION

 

UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS

 

The following unaudited condensed combined pro forma financial statements present financial information to give effect to the Black Hills Corporation (the Company) July 14, 2008 purchase from Aquila, Inc. (Aquila) of an electric utility in Colorado and gas utilities in Colorado, Iowa, Kansas and Nebraska (Utility Assets or Acquired Utilities). The acquisition is accounted for in accordance with Statement of Financial Accounting Standards No. 141 “Business Combinations” (SFAS 141) in which the purchase price is allocated to net assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. Any excess of the purchase price over the fair value of net assets is expected to be recorded as goodwill. In addition, the electric and gas utilities acquired are regulated and will be accounted for pursuant to SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation” and certain fair value adjustments to the carrying value of the net assets acquired and liabilities assumed may be recorded as regulatory assets or liabilities. The actual purchase price allocation will be based on the estimated fair values as of the actual date of the acquisition, July 14, 2008. The Company has not yet finished the actual purchase price allocation, as of July 14, 2008. Management has made a preliminary allocation of the estimated purchase price based on various estimates; however, the final allocation, which will be based in part on third party appraisals, may result in different allocations than presented in these unaudited condensed combined pro forma financial statements, and those differences could be material.

 

The unaudited condensed combined pro forma financial statements are based on the Company’s historical consolidated financial statements, adjusted to give effect to the acquisition of the Utility Assets in accordance with the underlying terms of the related purchase agreement. In addition, the condensed combined pro forma financial statements include adjustments to reflect the July 11, 2008 sale of seven of the Company’s independent power production facilities (the IPP Assets or IPP Sale) for $840 million, as previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on July 17, 2008. Proceeds from this sale were utilized in funding the acquisition of the Utility Assets. The unaudited condensed combined pro forma statements of income for the year ended December 31, 2007 and the six months ended June 30, 2008 have been prepared to present the combined results of continuing operations of the Company, assuming the acquisition of the Utility Assets occurred as of January 1, 2007 and the IPP Assets were classified as discontinued operations on that date. The unaudited condensed combined pro forma balance sheet presents the Company’s financial position assuming the acquisition of the Utility Assets and the sale of the IPP Assets had occurred on June 30, 2008.

 

Management believes that the assumptions used to derive the condensed combined pro forma financial statements are reasonable under the circumstances and given the information available. Such pro forma financial data has been provided for informational purposes and is not necessarily indicative of the Company’s financial condition or results of operations that actually would have been attained had the transactions occurred at the dates indicated, and is not necessarily indicative of the Company’s financial position or results of operations that will be achieved in the future. Additionally, the unaudited condensed combined pro forma financial information does not reflect any of the synergies and cost reductions that may result from the acquisition of the Utility Assets.

 

The unaudited condensed combined pro forma financial statements together with the notes thereto should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes thereto, which can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on February 29, 2008 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed with the SEC on August 11, 2008.

 

The unaudited condensed combined pro forma financial statements together with the notes thereto should also be read in conjunction with the historical combined financial statements of the Aquila Utilities to be Acquired by Black Hills filed as Exhibits 99.2 and 99.3 to this Form 8-K/A. The historical results of the acquired Utility Assets are not necessarily indicative of the results that may be expected for the Company for any future period.

 

1

 


 

BLACK HILLS CORPORATION

CONDENSED COMBINED PRO FORMA BALANCE SHEET

AS OF JUNE 30, 2008

(unaudited)

 

 

 

 

(c)

 

 

 

 

 

(b)

IPP Sale

 

 

 

 

(a)

Acquired

Discontinued

 

 

 

 

Black Hills

Utilities

Operations

Pro Forma

 

Combined

 

Historical

Historical

Adjustments

Adjustments

 

Pro Forma

 

(in thousands, except share amounts)

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

36,912

$

100

$

773,024

$

(526,014)

(d)

$

284,022

Restricted cash

 

5,498

 

 

 

 

 

5,498

Short-term investments

 

7,309

 

 

 

 

 

7,309

Receivables (net of allowance for doubtful

 

 

 

 

 

 

 

 

 

 

accounts of $3,417)

 

252,508

 

71,400

 

 

 

 

323,908

Materials, supplies and fuel

 

147,169

 

35,400

 

 

 

 

182,569

Derivative assets

 

70,769

 

 

 

 

 

70,769

Deferred income taxes

 

20,674

 

 

 

 

 

20,674

Other assets

 

15,685

 

32,100

 

 

 

 

47,785

Assets of discontinued operations

 

598,294

 

 

(597,896)

 

 

 

398

 

 

1,154,818

 

139,000

 

175,128

 

(526,014)

 

 

942,932

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

18,782

 

 

 

 

 

18,782

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

1,972,489

 

1,123,600

 

 

(569,801)

(e)

 

2,526,288

Less accumulated depreciation and depletion

 

(544,018)

 

(583,000)

 

 

583,000

(e)

 

(544,018)

 

 

1,428,471

 

540,600

 

 

13,199

 

 

1,982,270

Other assets:

 

 

 

 

 

 

 

 

 

 

 

Derivative assets

 

14,042

 

 

 

 

 

14,042

Goodwill

 

14,000

 

 

 

388,945

(f)

 

402,945

Other

 

32,121

 

10,100

 

 

 

 

42,221

 

 

60,163

 

10,100

 

 

388,945

 

 

459,208

 

$

2,662,234

$

689,700

$

175,128

$

(123,870)

 

$

3,403,192

LIABILITIES AND

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

269,095

$

60,800

$

$

 

$

329,895

Accrued liabilities

 

90,964

 

57,300

 

17,236

 

1,030

(g)

 

166,530

Derivative liabilities

 

89,790

 

 

 

 

 

89,790

Notes payable

 

283,000

 

 

 

382,800

(h)

 

665,800

Current maturities of long-term debt

 

2,070

 

 

 

 

 

2,070

Accrued income taxes

 

4,601

 

 

224,379

 

(157,411)

(i)

 

71,569

Liabilities of discontinued operations

 

77,202

 

 

(76,734)

 

 

 

468

 

 

816,722

 

118,100

 

164,881

 

226,419

 

 

1,326,122

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, net of current maturities

 

501,301

 

251,700

 

 

(251,700)

(j)

 

501,301

 

 

 

 

 

 

 

 

 

 

 

 

Deferred credits and other liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

218,104

 

55,400

 

(131,287)

 

102,011

(i)

 

244,228

Derivative liabilities

 

23,158

 

 

 

 

 

23,158

Other

 

134,232

 

17,200

 

 

46,700

(k)

 

198,132

 

 

375,494

 

72,600

 

(131,287)

 

148,711

 

 

465,518

 

 

 

 

 

 

 

 

 

 

 

 

Minority interest in subsidiaries

 

132

 

 

 

 

 

132

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Parent company investment

 

 

247,300

 

 

(247,300)

(l)

 

Common stock equity –

 

 

 

 

 

 

 

 

 

 

 

Common stock $1 par value;

 

 

 

 

 

 

 

 

 

 

 

100,000,000 shares authorized;

 

 

 

 

 

 

 

 

 

 

 

Issued 38,439,339 shares

 

38,439

 

 

 

 

 

38,439

Additional paid-in capital

 

579,725

 

 

 

 

 

579,725

Retained earnings

 

409,651

 

 

141,534

 

 

 

551,185

Treasury stock at cost – 31,604 shares

 

(1,132)

 

 

 

 

 

(1,132)

Accumulated other comprehensive loss

 

(58,098)

 

 

 

 

 

(58,098)

 

 

968,585

 

247,300

 

141,534

 

(247,300)

 

 

1,110,119

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,662,234

$

689,700

$

175,128

$

(123,870)

 

$

3,403,192

 

The accompanying notes to condensed combined pro forma financial statements are an integral part of these

condensed combined pro forma financial statements.

 

2

 


 

BLACK HILLS CORPORATION

 

Notes to Unaudited Condensed Combined Pro Forma Balance Sheet

 

(a)

Black Hills Historical - represents Black Hills Corporation’s historical unaudited consolidated balance sheet derived from its Quarterly Report on Form 10-Q for the period ended June 30, 2008. The Company began reporting the assets and liabilities of the IPP Assets sold as discontinued operations during the second quarter of 2008.

 

(b)

Acquired Utilities Historical - represents the historical unaudited condensed combined balance sheet of the Aquila Utilities to be Acquired by Black Hills as of June 30, 2008, filed as Exhibit 99.3 to this Form 8-K/A. Certain reclassifications have been made to the historical presentation in order to conform to the Company’s historical presentation.

 

(c)

IPP Sale Discontinued Operations Adjustments - represents adjustments associated with the sale of the Company’s IPP Assets that was completed July 11, 2008. The cash proceeds from this sale were the primary source of funds utilized to complete the July 14, 2008 acquisition of the Utility Assets. The actual gain on the sale of these assets will likely vary from the amount presented primarily due to final working capital adjustments.

 

(d)

Cash and cash equivalents - represents the pro forma adjustments required to reflect the $382.8 million of proceeds from the one-time draw on the Company’s acquisition bridge credit facility, which was combined with proceeds from the IPP Sale to fund the $908.8 million paid to Aquila at the time of the acquisition close.

 

(e)

Property, plant and equipment - represents the pro forma adjustments required to (i) eliminate the historical accumulated depreciation of the Acquired Utilities in accordance with purchase accounting guidelines and (ii) reflect an adjustment to the property, plant and equipment balance which was increased by $13.2 million for the addition of fleet vehicles not previously included in the Acquired Utilities historical financial statements. These vehicles were rented by Aquila under operating lease arrangements and pursuant to the Company’s asset purchase agreement, Aquila bought out these leases immediately prior to closing the transaction. The Company reimbursed Aquila for the lease buyouts as part of its payment to them at the time of closing.

 

(f)

Goodwill - represents the excess of the purchase price over the fair values of the assets acquired and the liabilities assumed. Goodwill resulting from the acquisition is generally not amortized, in accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”, but instead will be tested for impairment at least annually. However, the operations of the Acquired Utilities are regulated and will be accounted for pursuant to SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation”, and therefore to the extent rate-setting authorities within the jurisdictions that the Acquired Utilities operate allow us to recover through utility rates any portion of the acquisition goodwill, that portion would be considered a regulatory asset and amortized over the period of allowed recovery. None of the rate structures in place at the Acquired Utilities, as of the filing date of this Form 8-K/A, included any adjustments for recovery of the acquisition goodwill.

 

(g)

Accrued liabilities - represents the pro forma adjustments required to (i) record approximately $6.9 million for accrued severance costs related to the acquisition. Pursuant to the asset purchase agreement, the Company reimbursed Great Plains Energy for a portion of the severance cost paid to Aquila employees that did not retain employment with either the Company or Great Plains and (ii) remove $5.9 million of deferred income taxes recorded within accrued liabilities in the Acquired Utilities Historical balance sheet at June 30, 2008, which were not assumed in the acquisition.

 

(h)

Notes payable - represents the pro forma adjustment to reflect the Company’s one-time draw on its acquisition bridge credit facility at the time of acquisition close. The loan matures in February 2009, prior to which the Company intends to refinance the borrowings with long-term debt.

 

3




 

(i)

Deferred income taxes - represents the pro forma adjustments required to (i) record the estimated income taxes deferred as a result of “like-kind exchange” tax planning strategies associated with the IPP Sale and the completion of the acquisition of the Utility Assets and (ii) remove the deferred income taxes recorded within the Acquired Utilities Historical balance sheet at June 30, 2008, which were not assumed in the acquisition.

 

(j)

Long-term debt - represents the pro forma adjustment to eliminate the long-term debt on the Acquired Utilities Historical balance sheet which was not assumed in the acquisition.

 

(k)

Deferred credits and other liabilities - represents the pro forma adjustment to record the estimated Defined Benefit Pension and Other Postretirement Benefit plan obligations assumed for the former Aquila employees the Company retained at transaction close. As a result of the accounting methodologies utilized in the Acquired Utilities Historical financial statements, the obligations for the future costs associated with these plans were not reflected within the Acquired Utilities Historical balance sheet.

 

(l)

Parent company investment – represents the pro forma adjustment to eliminate the equity account balance included in the Acquired Utilities Historical balance sheet.

 

4


 

BLACK HILLS CORPORATION

CONDENSED COMBINED PRO FORMA STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2007

(unaudited)

 

 

 

 

Black Hills

 

 

 

 

 

 

(n)

Historical

 

 

 

 

 

 

IPP Sale

Reflecting

(o)

 

 

 

 

(m)

Discontinued

IPP Assets as

Acquired

 

 

 

 

Black Hills

Operations

Discontinued

Utilities

Pro Forma

 

Combined

 

Historical

Adjustments

Operations

Historical

Adjustments

 

Pro Forma

 

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

$

695,914

$

(121,076)

$

574,838

$

815,000

$

 

$

1,389,838

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel and purchased power

 

175,919

 

(4,117)

 

171,802

 

563,300

 

 

 

735,102

Operations and maintenance

 

84,045

 

(26,086)

 

57,959

 

139,800

 

(10,639)

(p)

 

187,120

Administrative and general

 

115,568

 

(4,231)

 

111,337

 

 

 

 

111,337

Depreciation, depletion

 

 

 

 

 

 

 

 

 

 

 

 

 

and amortization

 

99,700

 

(27,933)

 

71,767

 

40,800

 

 

 

112,567

Taxes, other than income taxes

 

37,816

 

(4,873)

 

32,943

 

14,100

 

 

 

47,043

Impairment of long-lived assets

 

3,315

 

 

3,315

 

 

 

 

3,315

 

 

516,363

 

(67,240)

 

449,123

 

758,000

 

(10,639)

 

 

1,196,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

179,551

 

(53,836)

 

125,715

 

57,000

 

10,639

 

 

193,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(40,953)

 

15,772

 

(25,181)

 

(17,100)

 

4,228

(q)

 

(38,053)

Interest income

 

3,609

 

(44)

 

3,565

 

 

 

 

3,565

Allowance for funds used during

 

 

 

 

 

 

 

 

 

 

 

 

 

construction – equity

 

4,803

 

 

4,803

 

 

 

 

4,803

Other expense

 

(423)

 

51

 

(372)

 

 

 

 

(372)

Other income (expense), net

 

786

 

 

786

 

(2,000)

 

 

 

(1,214)

 

 

(32,178)

 

15,779

 

(16,399)

 

(19,100)

 

4,228

 

 

(31,271)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

before equity in earnings of

 

 

 

 

 

 

 

 

 

 

 

 

 

unconsolidated subsidiaries,

 

 

 

 

 

 

 

 

 

 

 

 

 

minority interest and income taxes

 

147,373

 

(38,057)

 

109,316

 

37,900

 

14,867

 

 

162,083

Equity in earnings of unconsolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

subsidiaries

 

(1,231)

 

 

(1,231)

 

 

 

 

(1,231)

Minority interest

 

(377)

 

 

(377)

 

 

 

 

(377)

Income tax expense

 

(45,641)

 

14,179

 

(31,462)

 

(15,800)

 

(5,501)

(r)

 

(52,763)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

$

100,124

$

(23,878)

$

76,246

$

22,100

$

9,366

 

$

107,712

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

37,024

 

 

 

37,024

 

 

 

 

 

 

37,024

Diluted

 

37,414

 

 

 

37,414

 

 

 

 

 

 

37,414

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share from

 

 

 

 

 

 

 

 

 

 

 

 

 

continuing operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

2.70

 

 

$

2.06

 

 

 

 

 

$

2.91

Diluted

$

2.68

 

 

$

2.04

 

 

 

 

 

$

2.88

 

The accompanying notes to condensed combined pro forma financial statements are an integral part of these

condensed combined pro forma financial statements.

 

 

5

 


 

BLACK HILLS CORPORATION

CONDENSED COMBINED PRO FORMA STATEMENT OF INCOME

FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2008

(unaudited)

 

 

 

(o)

 

 

 

 

(m)

Acquired

 

 

 

 

Black Hills

Utilities

Pro Forma

 

Combined

 

Historical

Historical

Adjustments

 

Pro Forma

 

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

Operating revenues

$

306,123

$

520,700

$

 

$

826,823

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Fuel and purchased power

 

99,343

 

375,400

 

 

 

474,743

Operations and maintenance

 

46,285

 

75,200

 

(5,549)

(p)

 

115,936

Administrative and general

 

49,281

 

 

 

 

49,281

Depreciation, depletion and amortization

 

40,174

 

20,600

 

 

 

60,774

Taxes, other than income taxes

 

19,980

 

7,800

 

 

 

27,780

 

 

255,063

 

479,000

 

(5,549)

 

 

728,514

 

 

 

 

 

 

 

 

 

 

Operating income

 

51,060

 

41,700

 

5,549

 

 

98,309

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

(18,758)

 

(9,100)

 

2,593

(q)

 

(25,265)

Interest income

 

799

 

 

 

 

799

Allowance for funds used during

 

 

 

 

 

 

 

 

 

construction – equity

 

898

 

 

 

 

898

Other income, net

 

400

 

(1,200)

 

 

 

(800)

 

 

(16,661)

 

(10,300)

 

2,593

 

 

(24,368)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

 

 

 

 

 

 

 

before equity in earnings of

 

 

 

 

 

 

 

 

 

unconsolidated subsidiaries, minority

 

 

 

 

 

 

 

 

 

interest and income taxes

 

34,399

 

31,400

 

8,142

 

 

73,941

Equity in earnings of unconsolidated

 

 

 

 

 

 

 

 

 

subsidiaries

 

2,297

 

 

 

 

2,297

Minority interest

 

(130)

 

 

 

 

(130)

Income tax expense

 

(11,676)

 

(12,500)

 

(3,013)

(r)

 

(27,189)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

$

24,890

$

18,900

$

5,129

 

$

48,919

 

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

 

 

outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

38,062

 

 

 

 

 

 

38,062

Diluted

 

38,412

 

 

 

 

 

 

38,412

 

 

 

 

 

 

 

 

 

 

Earnings per share from continuing operations:

 

 

 

 

 

 

 

 

 

Basic

$

0.65

 

 

 

 

 

$

1.29

Diluted

$

0.65

 

 

 

 

 

$

1.27

 

The accompanying notes to condensed combined pro forma financial statements are an integral part of these

condensed combined pro forma financial statements.

.

6






 

 

BLACK HILLS CORPORATION

 

Notes to Unaudited Condensed Combined Pro Forma Income Statements of Income

 

(m)

Black Hills Historical - represents Black Hills Corporation’s historical audited consolidated statement of income derived from its Annual Report on Form 10-K for the year ended December 31, 2007 and the unaudited condensed consolidated income statement derived from its Quarterly Report on Form 10-Q, for the period ended June 30, 2008. The Company began reporting the operating results of the IPP Assets sold as discontinued operations during the second quarter of 2008.

 

(n)

IPP Sale Discontinued Operations Adjustments - represents adjustments to reclassify the operating activity associated with the Company’s divested IPP Assets as discontinued operations.

 

(o)

Acquired Utilities Historical - represents the historical audited combined statement of income for the year ended December 31, 2007 and the unaudited condensed combined statements of income for the six months ended June 30, 2008 of the Aquila Utilities to be Acquired by Black Hills, filed as Exhibits 99.2 and 99.3, respectively to this Form 8-K/A. Certain reclassifications have been made to the historical presentation in order to conform to the Company’s historical presentation.

 

(p)

Operations and maintenance - Pro forma adjustments to operating expense consist of the following (in thousands):

 

 

Six Months Ended

Year Ended

 

June 30, 2008

December 31, 2007

 

 

 

 

 

Eliminate incremental acquisition costs incurred

 

 

 

 

for the purchase of the Utility Assets

$

(2,137)

$

(2,904)

Operating lease for additional office space

 

75

 

149

Costs included in Aquila Utilities Historical

 

 

 

 

financial statements:

 

 

 

 

Allocated Aquila pension and other

 

 

 

 

postretirement benefits

 

(4,924)

 

(10,756)

Aquila leased fleet rental expense

 

(1,328)

 

(2,657)

Estimated costs under Black Hills Corporation:

 

 

 

 

Black Hills Corporation pension and other

 

 

 

 

postretirement benefits

 

2,290

 

4,579

Black Hills Corporation fleet depreciation

 

 

 

 

expense

 

475

 

950

Total operations and maintenance

 

 

 

 

adjustments

$

(5,549)

$

(10,639)


 

(q)

Interest expense - represents pro forma adjustments to reflect (i) the elimination of interest expense within the Acquired Utilities Historical financial statements which was previously allocated by Aquila and (ii) additional interest expense incurred resulting from the increase in the Company’s debt resulting from the $382.8 million draw on the Company’s acquisition bridge credit facility at the time of acquisition close. Borrowings under the bridge facility incur interest at a rate of 3.3625 percent, which is assumed to be the interest rate for the duration of the periods presented in these pro forma financial statements. While actual borrowings under the bridge facility are short-term in nature and mature in February 2009, the Company has not adjusted the pro forma income statements for any assumed long-term refinancing of the bridge loan, but it is likely that higher interest rates associated with long-term financing will be materially different from what is presented in these pro forma income statements.


(r)

Income tax expense - represents the pro forma tax effect of the above adjustments based on an estimated prospective statutory rate of approximately 37 percent.

 

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