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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AO Smith Corp | NYSE:AOS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 82.79 | 0 | 12:59:35 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
39-0619790
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
11270 West Park Place, Milwaukee, Wisconsin
|
53224-9508
|
|
(Address of principal executive office)
|
(Zip Code)
|
Title of Each Class
|
Trading
Symbol
|
Name of Each Exchange
on Which Registered
|
||
Common Stock (par value $1.00 per share)
|
AOS
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated Filer
|
☐
|
|||
Non-accelerated
filer
|
☐
|
Smaller reporting company
|
☐
|
|||
|
|
Emerging growth company
|
☐
|
|
|
Page
|
|
|||
Part I.
|
|
|||||
|
3
|
|||||
|
3
|
|||||
|
4
|
|||||
|
5
|
|||||
|
6
|
|||||
|
7-
21
|
|||||
Item 2.
|
22-26
|
|||||
Item 3.
|
26
|
|||||
Item 4.
|
27
|
|||||
Part II.
|
|
|||||
Item 1.
|
27
|
|||||
Item 1A.
|
28
|
|||||
Item 2.
|
29
|
|||||
Item 6.
|
29
|
|||||
30
|
||||||
31
|
|
|
Three Months Ended
March 31,
|
|
|||||
|
|
2020
|
|
|
2019
|
|
||
Net sales
|
$
|
636.9
|
$
|
748.2
|
||||
Cost of products sold
|
397.4
|
455.4
|
||||||
Gross profit
|
239.5
|
292.8
|
||||||
Selling, general and administrative expenses
|
173.8
|
184.7
|
||||||
Interest expense
|
2.2
|
2.0
|
||||||
Other income
|
(4.2
|
) |
(5.5
|
) | ||||
Earnings before provision for income taxes
|
67.7
|
111.6
|
||||||
Provision for income taxes
|
16.0
|
22.3
|
||||||
Net Earnings
|
$ |
51.7
|
$ |
89.3
|
||||
Net Earnings Per Share of Common Stock
|
$ |
0.32
|
$ |
0.53
|
||||
Diluted Net Earnings Per Share of Common Stock
|
$ |
0.32
|
$ |
0.53
|
||||
Dividends Per Share of Common Stock
|
$ |
0.24
|
$ |
0.22
|
||||
|
|
Three Months Ended
March 31,
|
|
|||||
|
|
2020
|
|
|
2019
|
|
||
Net earnings
|
$
|
51.7
|
$ |
89.3
|
||||
Other comprehensive (loss) earnings
|
|
|
||||||
Foreign currency translation adjustments
|
(18.0
|
) |
15.9
|
|||||
Unrealized net gains (losses) on cash flow derivative instruments, less related income tax provision of $(0.1) in 2020 and $ - in 2019
|
0.3
|
(0.1
|
) | |||||
Adjustment to pension liability, less related income tax provision of $(1.2) in 2020 and $(1.0) in 2019
|
3.6
|
2.9
|
||||||
Comprehensive Earnings
|
$ |
37.6
|
$
|
108.0
|
||||
|
|
(unaudited)
March 31, 2020
|
|
|
December 31, 2019
|
|
||
Assets
|
|
|
|
|
|
|
||
Current Assets
|
|
|
||||||
Cash and cash equivalents
|
$ |
416.1
|
$ |
374.0
|
||||
Marketable securities
|
135.6
|
177.4
|
||||||
Receivables
|
524.0
|
589.5
|
||||||
Inventories
|
312.3
|
303.0
|
||||||
Other current assets
|
54.5
|
56.5
|
||||||
Total Current Assets
|
1,442.5
|
1,500.4
|
||||||
Property, plant and equipment
|
1,159.5
|
1,156.9
|
||||||
Less accumulated depreciation
|
(622.2
|
) |
(611.5
|
) | ||||
Net property, plant and equipment
|
537.3
|
545.4
|
||||||
Goodwill
|
542.6
|
546.0
|
||||||
Other intangibles
|
333.1
|
338.4
|
||||||
Operating lease assets
|
44.9
|
46.9
|
||||||
Other assets
|
82.6
|
80.9
|
||||||
Total Assets
|
$ |
2,983.0
|
$ |
3,058.0
|
||||
Liabilities
|
|
|
|
|
|
|
||
Current Liabilities
|
|
|
||||||
Trade payables
|
$ |
442.0
|
$ |
509.6
|
||||
Accrued payroll and benefits
|
47.7
|
64.6
|
||||||
Accrued liabilities
|
159.7
|
143.7
|
||||||
Product warranties
|
42.9
|
41.8
|
||||||
Debt due within one year
|
6.8
|
6.8
|
||||||
Total Current Liabilities
|
699.1
|
766.5
|
||||||
Long-term debt
|
335.6
|
277.2
|
||||||
Pension liabilities
|
20.8
|
27.8
|
||||||
Long-term operating lease liabilities
|
37.3
|
38.7
|
||||||
Other liabilities
|
273.9
|
281.0
|
||||||
Total Liabilities
|
1,366.7
|
1,391.2
|
||||||
Stockholders’ Equity
|
|
|
|
|
|
|
||
Class A Common Stock, $5 par value: authorized 27,000,000 shares; issued 26,175,113 and 26,180,885
|
130.9
|
130.9
|
||||||
Common Stock, $1 par value: authorized 240,000,000 shares; issued 164,532,481 and 164,526,709
|
164.5
|
164.5
|
||||||
Capital in excess of par value
|
516.1
|
509.0
|
||||||
Retained earnings
|
2,336.1
|
2,323.4
|
||||||
Accumulated other comprehensive loss
|
(362.4
|
) |
(348.3
|
) | ||||
Treasury stock at cost
|
(1,168.9
|
) |
(1,112.7
|
) | ||||
Total Stockholders’ Equity
|
1,616.3
|
1,666.8
|
||||||
Total Liabilities and Stockholders’ Equity
|
$ |
2,983.0
|
$ |
3,058.0
|
||||
|
|
Three Months Ended
March 31,
|
|
|||||
|
|
2020
|
|
|
2019
|
|
||
Operating Activities
|
|
|
|
|
|
|
||
Net earnings
|
$ |
51.7
|
$ |
89.3
|
||||
Adjustments to reconcile net earnings to cash provided by (used in) operating activities:
|
|
|
||||||
Depreciation and amortization
|
20.1
|
20.2
|
||||||
Stock based compensation expense
|
9.0
|
8.7
|
||||||
Net changes in operating assets and liabilities:
|
|
|
||||||
Current assets and liabilities
|
(15.1
|
) |
(86.3
|
) | ||||
Noncurrent assets and liabilities
|
(11.6
|
) |
(10.3
|
) | ||||
Cash Provided by Operating Activities
|
54.1
|
21.6
|
||||||
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
||
Capital expenditures
|
(12.8
|
) |
(20.9
|
) | ||||
Investments in marketable securities
|
(38.8
|
) |
(48.5
|
) | ||||
Net proceeds from sale of marketable securities
|
78.0
|
147.2
|
||||||
Cash Provided by Investing Activities
|
26.4
|
77.8
|
||||||
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
||
Long-term debt incurred
|
58.5
|
63.0
|
||||||
Common stock repurchases
|
(56.7
|
) |
(45.6
|
) | ||||
Net payments from stock option activity
|
(1.2
|
) |
(1.6
|
) | ||||
Dividends paid
|
(39.0
|
) |
(37.1
|
) | ||||
Cash Used
i
n Financing Activities
|
(38.4
|
) |
(21.3
|
) | ||||
Net increase in cash and cash equivalents
|
42.1
|
78.1
|
||||||
Cash and cash equivalents - beginning of period
|
374.0
|
259.7
|
||||||
Cash and Cash Equivalents - End of Period
|
$ |
416.1
|
$ |
337.8
|
||||
|
|
Three Months Ended
March 31, |
|
|||||
|
|
2020
|
|
|
2019
|
|
||
Class A Common Stock
|
|
|
|
|
|
|
||
Balance at the beginning of the year
|
$ |
130.9
|
$ |
131.0
|
||||
Balance at end of period
|
$ |
130.9
|
$ |
131.0
|
||||
Common Stock
|
|
|
|
|
|
|
||
Balance at the beginning of the year
|
$ |
164.5
|
$ |
164.5
|
||||
Balance at end of period
|
$ |
164.5
|
$ |
164.5
|
||||
Capital in Excess of Par Value
|
|
|
|
|
|
|
||
Balance at the beginning of the year
|
$ |
509.0
|
$ |
496.7
|
||||
Issuance of share units
|
(6.5
|
) |
(6.1
|
) | ||||
Vesting of share units
|
(1.6
|
) |
(1.9
|
) | ||||
Stock based compensation expense
|
8.8
|
8.6
|
||||||
Exercises of stock options
|
(0.1
|
) |
0.1
|
|||||
Stock incentives
|
6.5
|
6.1
|
||||||
Balance at end of period
|
$ |
516.1
|
$ |
503.5
|
||||
Retained Earnings
|
|
|
|
|
|
|
||
Balance at the beginning of the year
|
$ |
2,323.4
|
$ |
2,102.8
|
||||
Net earnings
|
51.7
|
89.3
|
||||||
Cash dividends on stock
|
(39.0
|
) |
(37.1
|
) | ||||
Balance at end of period
|
$ |
2,336.1
|
$ |
2,155.0
|
||||
Accumulated Other Comprehensive Loss (see Note 15)
|
$ |
(362.4
|
) | $ |
(332.1
|
) | ||
Treasury Stock
|
|
|
|
|
|
|
||
Balance at the beginning of the year
|
$ |
(1,112.7
|
) | $ |
(827.2
|
) | ||
Exercise of stock options
|
(1.1
|
) |
(1.9
|
) | ||||
Shares repurchased
|
(56.7
|
) |
(45.6
|
) | ||||
Vesting of share units
|
1.6
|
2.0
|
||||||
Balance at end of period
|
$ |
(1,168.9
|
) | $ |
(872.7
|
) | ||
Total Stockholders’ Equity
|
$ |
1,616.3
|
$ |
1,749.2
|
||||
1.
|
Basis of Presentation
|
2.
|
Revenue Recognition
|
2.
|
Revenue Recognition (continued)
|
2.
|
Revenue Recognition (
continued
)
|
|
|
Three Months Ended
March 31,
|
|
|||||
|
|
2020
|
|
|
2019
|
|
||
North America
|
|
|
||||||
Water heaters and related parts
|
$ |
447.8
|
$ |
455.7
|
||||
Boilers and related parts
|
41.5
|
42.6
|
||||||
Water treatment products
(1)
|
43.6
|
23.5
|
||||||
Total North America
|
532.9
|
521.8
|
||||||
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
||||||
China
|
$ |
91.0
|
$ |
213.0
|
||||
All other Rest of World
|
19.2
|
19.1
|
||||||
Total Rest of World
|
110.2
|
232.1
|
||||||
Inter-segment sales
|
(6.2
|
) |
(5.7
|
) | ||||
Total Net Sales
|
$ |
636.9
|
$ |
748.2
|
||||
3.
|
Acquisitions
|
April 8, 2019 (dollars in millions)
|
|
|
||
Current assets, net of cash acquired
|
$ |
9.7
|
||
Property, plant and equipment
|
8.6
|
|||
Intangible assets
|
60.4
|
|||
Goodwill
|
31.0
|
|||
Total assets acquired
|
109.7
|
|||
Current liabilities
|
(2.7
|
) | ||
Net assets acquired
|
$ |
107.0
|
||
3.
|
Acquisitions (continued)
|
4.
|
Leases
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
Liabilities
|
|
|
||||||
Short term: Accrued liabilities
|
$ |
11.5
|
$ |
12.0
|
||||
Long term: Operating lease liabilities
|
37.3
|
38.7
|
||||||
Total operating lease liabilities
|
$ |
48.8
|
$ |
50.7
|
||||
Less: Rent incentives and deferrals
|
(3.9
|
) |
(3.8
|
) | ||||
Assets
|
|
|
||||||
Operating lease assets
|
$ |
44.9
|
$ |
46.9
|
||||
4.
|
Leases (continued)
|
Lease Term and Discount Rate
|
March 31, 2020
|
|||
Weighted-average remaining lease term
|
10 years
|
|||
Weighted-average discount rate
|
3.95
%
|
(dollars in millions)
|
|
|
|
|||||||
|
|
Three months ended
March 31,
|
||||||||
Lease Expense
|
Classification
|
2020
(1)
|
2019
(2)
|
|||||||
Operating lease expense
|
Cost of products sold
|
$ |
0.7
|
$ |
0.7
|
|||||
|
Selling, general and administrative expenses
|
4.0
|
4.9
|
(1)
|
2020 includes short-term and variable lease expenses of $0.4 million and $0.4 million, respectively. |
(2)
|
2019 includes short-term and variable lease expenses of $0.4 million and $0.8 million, respectively. |
(dollars in millions)
|
|
|||
|
March 31, 2020
|
|||
2020
|
$ |
10.2
|
||
2021
|
10.7
|
|||
2022
|
9.2
|
|||
2023
|
4.9
|
|||
2024
|
3.8
|
|||
After 2024
|
22.7
|
|||
Total lease payments
|
61.5
|
|||
Less: imputed interest
|
(12.7
|
) | ||
Present value of operating lease liabilities
|
$ |
48.8
|
||
5.
|
Inventories
|
(dollars in millions)
|
|
|
|
|
||||
|
March 31, 2020
|
December 31, 2019
|
||||||
Finished products
|
$ |
142.8
|
$ |
136.8
|
||||
Work in process
|
21.6
|
21.7
|
||||||
Raw materials
|
171.7
|
168.3
|
||||||
Inventories, at FIFO cost
|
336.1
|
326.8
|
||||||
LIFO reserve
|
(23.8
|
) |
(23.8
|
) | ||||
Net inventory
|
$ |
312.3
|
$ |
303.0
|
||||
6.
|
Product Warranties
|
(dollars in millions)
|
|
|||||||
Three Months Ended
March 31,
|
||||||||
2020
|
2019
|
|||||||
Balance at January 1
|
$ |
134.3
|
$ |
139.4
|
||||
Expense
|
13.5
|
9.4
|
||||||
Claims settled
|
(12.5
|
) |
(12.6
|
) | ||||
Balance at March 31
|
$ |
135.3
|
$ |
136.2
|
||||
7.
|
Long-Term Debt
|
8.
|
Earnings per Share of Common Stock
|
|
Three Months Ended
March 31,
|
|||||||
|
2020
|
2019
|
||||||
Denominator for basic earnings per share - weighted average shares
|
161,871,788
|
167,803,794
|
||||||
Effect of dilutive stock options and share units
|
1,025,817
|
1,292,348
|
||||||
Denominator for diluted earnings per share
|
162,897,605
|
169,096,142
|
||||||
9.
|
Stock Based Compensation
|
|
|
Weighted-
Avg.
Per Exercise |
|
|
Number
of |
|
|
Average
Remaining Contractual Life |
|
|
Aggregate
Intrinsic Value (dollars in millions) |
|
||||
Outstanding at January 1, 2020
|
$ |
37.64
|
2,728,350
|
|
|
|||||||||||
Granted
|
42.39
|
784,300
|
|
|
||||||||||||
Exercised
|
15.04
|
(25,147
|
) |
|
|
|||||||||||
Forfeited
|
48.95
|
(56,261
|
) |
|
|
|||||||||||
Outstanding at March 31, 2020
|
38.71
|
3,431,242
|
7 years
|
$ |
19.1
|
|||||||||||
Exercisable at March 31, 2020
|
34.25
|
2,162,932
|
5 years
|
$ |
19.1
|
|||||||||||
|
Three Months Ended March 31,
|
|||||||
|
2020
|
2019
|
||||||
Expected life (years)
|
5.7
|
5.6
|
||||||
Risk-free interest rate
|
1.6
|
% |
2.7
|
% | ||||
Dividend yield
|
2.1
|
% |
1.6
|
% | ||||
Expected volatility
|
23.6
|
% |
22.8
|
% |
9.
|
Stock Based Compensation (continued)
|
|
Number of Units
|
Weighted-Average
Grant Date Value
|
||||||
Issued and unvested at January 1, 2020
|
366,102
|
$ |
49.92
|
|||||
Granted
|
169,407
|
42.39
|
||||||
Vested
|
(100,735
|
) |
49.21
|
|||||
Forfeited
|
(7,557
|
) |
53.96
|
|||||
Issued and unvested at March 31, 2020
|
427,217
|
46.94
|
||||||
10.
|
Pensions
|
|
Three Months Ended
March 31,
|
|||||||
|
2020
|
2019
|
||||||
Service cost
|
$ |
0.4
|
$ |
0.4
|
||||
Interest cost
|
5.7
|
7.9
|
||||||
Expected return on plan assets
|
(13.0
|
) |
(14.3
|
) | ||||
Amortization of unrecognized loss
|
4.9
|
4.0
|
||||||
Amortization of prior service cost
|
(0.1
|
) |
(0.1
|
) | ||||
Defined benefit plan income
|
$ |
(2.1
|
) | $ |
(2.1
|
) | ||
11.
|
Segment Results
|
(dollars in millions)
|
|
|
|
|
||||
|
Three Months Ended
March 31,
|
|||||||
|
2020
|
2019
|
||||||
Net sales
|
|
|
||||||
North America
|
$ |
532.9
|
$ |
521.8
|
||||
Rest of World
|
110.2
|
232.1
|
||||||
Inter-segment
|
(6.2
|
) |
(5.7
|
) | ||||
|
$ |
636.9
|
$ |
748.2
|
||||
Segment earnings
(
losses
)
|
|
|
||||||
North America
|
$ |
127.1
|
$ |
116.0
|
||||
Rest of World
|
(42.2
|
) |
12.3
|
|||||
|
84.9
|
128.3
|
||||||
Corporate expense
|
(15.0
|
) |
(14.7
|
) | ||||
Interest expense
|
(2.2
|
) |
(2.0
|
) | ||||
Earnings before income taxes
|
67.7
|
111.6
|
||||||
Provision for income taxes
|
16.0
|
22.3
|
||||||
Net earnings
|
$ |
51.7
|
$ |
89.3
|
||||
12.
|
Fair Value Measurements
|
13.
|
Derivative Instruments
|
13.
|
Derivative Instruments (continued)
|
|
March 31, 2020
|
|
|
December 31, 2019
|
||||||||||||
|
Buy
|
|
|
Sell
|
|
|
Buy
|
|
|
Sell
|
||||||
British pound
|
$ |
—
|
$ |
0.9
|
$ |
—
|
$ |
1.3
|
||||||||
Canadian dollar
|
—
|
59.8
|
—
|
49.7
|
||||||||||||
Euro
|
27.1
|
—
|
36.0
|
—
|
||||||||||||
Mexican peso
|
23.4
|
—
|
18.6
|
—
|
||||||||||||
Total
|
$ |
50.5
|
$ |
60.7
|
$ |
54.6
|
$ |
51.0
|
||||||||
13.
|
Derivative Instruments (continued)
|
Derivatives in ASC 815 cash
flow hedging relationships
|
Amount of gain (loss)
recognized in other comprehensive loss on derivatives |
Location of gain (loss)
reclassified from
accumulated other
comprehensive loss
into earnings
|
Amount of gain
(loss) reclassified from accumulated other comprehensive loss into earnings |
|||||||||||||||
|
2020
|
2019
|
|
2020
|
2019
|
|||||||||||||
Foreign currency contracts
|
$ |
1.4
|
$ |
0.1
|
Cost of products sold
|
$ |
0.8
|
$ |
—
|
|
||||||||
Commodities contracts
|
(0.2
|
) |
(0.2
|
) |
Cost of products sold
|
—
|
—
|
|||||||||||
|
$ |
1.2
|
$ |
(0.1
|
) |
|
$ |
0.8
|
$ |
—
|
||||||||
14.
|
Income Taxes
|
15.
|
Changes in Accumulated Other Comprehensive Loss by Component
|
(2)
|
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 10 - Pensions for additional details |
16.
|
Commitments and Contingencies
|
• | The risk that we, or our employees, suppliers or customers may be prevented from conducting business activities for an indefinite period of time, including shutdowns that may be requested or mandated by governmental authorities. |
• | Restrictions on shipping products from certain jurisdictions where they are produced or into certain jurisdictions where customers are located. |
• | Inability to meet our customers’ needs and achieve cost targets due to disruptions in our manufacturing and supply arrangements caused by the loss or disruption of essential manufacturing and supply elements, such as raw materials or other finished product components, transportation, workforce or other manufacturing and distribution capability. |
• | Failure of third parties on which we rely, including our suppliers, distributors, contractors and commercial banks, to meet their obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties and may adversely impact our operations. |
• | Significant reductions in demand or significant volatility in demand and a global economic recession that could further reduce demand for our products, resulting from actions taken by governments, businesses, and/or the general public in an effort to limit exposure to and spreading of such infectious diseases, such as travel restrictions, quarantines, and business shutdowns or slowdowns. |
• |
Manufacturing plant inefficiencies due to safety and preventative health measures that we have implemented in our plants to prevent the spread of
COVID-19.
|
• | Deterioration of worldwide credit and financial markets that could limit our ability to obtain external financing to fund our operations and capital expenditures. |
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||||
Period
|
Total
Number of Shares Purchased |
Average
Price Paid per Share |
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number
of Shares that may yet be Purchased Under the Plans or Programs |
||||||||||||
January 1 – January 31, 2020
|
400,800
|
$ |
46.89
|
400,800
|
2,561,415
|
|||||||||||
February 1 – February 29, 2020
|
62,000
|
42.07
|
62,000
|
2,499,415
|
||||||||||||
March 1 – March 31, 2020
|
885,591
|
39.82
|
885,591
|
1,613,824
|
Exhibit
Number |
Description
|
|||
31.1
|
||||
31.2
|
||||
32.1
|
||||
32.2
|
||||
101
|
The following materials from A. O. Smith Corporation’s Quarterly Report on Form
10-Q
for the quarter ended March 31, 2020 are filed herewith, formatted in XBRL (Extensive Business Reporting Language): (i) the Condensed Consolidated Statement of Earnings for the three months ended March 31, 2020 and 2019, (ii) the Condensed Consolidated Statement of Comprehensive Earnings for the three months ended March 31, 2020 and 2019, (iii) the Condensed Consolidated Balance Sheets as of March 31, 2020, and December 31, 2019 (iv) the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2020 and 2019 (v) the Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2020 and 2019 (vi) the Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
|
|||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
|
|
A. O. SMITH CORPORATION
|
|||
May 5, 2020
|
|
|
/s/Helen E. Gurholt
|
|||
|
|
|
Helen E. Gurholt
|
|||
|
|
|
Vice President and Controller
|
|||
|
|
|
/s/Charles T. Lauber
|
|||
|
|
|
Charles T. Lauber
|
|||
|
|
|
Executive Vice President and
|
|||
|
|
|
Chief Financial Officer
|
1 Year AO Smith Chart |
1 Month AO Smith Chart |
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