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Progress on Recovery Plan
Since February 2013 the focus of the new Boards of Imtech has been on three priorities:

1. Dealing with the implications of the past irregularities

2. Implementing a stable financing structure

3. Improving operational performance

To deal with the first priority, we have implemented a robust set of Governance, Risk and Compliance (GRC) policies and have replaced most of the senior management teams across the group to allow for a new playing field going forward. We believe that our current GRC system is an appropriate safeguard against the events from the past reoccurring.

Unfortunately, issues or allegations from the past might continue to come up. That is a reality that Imtech has to deal with. It is our firm commitment to properly deal with these legacy issues. See the separate chapter `Update on GRC issues` in this press release for a current update.

With the completion of the rights issue in October 2014, the sale of the ICT division and the resulting adjustments to our financing terms, we have adequately addressed the second priority. This now gives us the time and flexibility to fully focus on our third priority - the recovery of operational performance. The progress to date has been steady, but we are well aware of challenges still ahead, in particular for Germany & Eastern Europe.

Recovery of operational performance
We have defined four key drivers to manage our operational recovery: quality and volume of order intake, improved project execution resulting in a higher gross margin, reduction of indirect costs, and reduction of operational working capital.

The group`s order intake for the year of €3,729 million was satisfactory and in line with revenue, though with differences per division. UK & Ireland had a good order intake. Order intake in Germany & Eastern Europe was lower than revenue, which is related to our decision to prioritise margin over volume. See below for a separate and detailed update on developments in Germany & Eastern Europe.

The results on projects were unsatisfactorily, amongst others caused by old and legacy projects, insufficient operational discipline on several projects and the turmoil surrounding the company in 2014. Although the cultural change needed for improvement of project results obviously will take time, we expect improvements to become visible in 2015 already by replacing loss making projects with new projects at healthier margins. Further improvements will come from standardisation of processes, increased efforts in training, planning and scope change management, and a more professional approach to procurement.

In 2014, indirect cost reductions of €100 million have been achieved. Half of this reduction is savings and the remaining relates to reduced volumes. Further savings will be realised through standardisation and integration of back office processes, rationalisation of real estate portfolios (mainly in the Netherlands and Germany), prudent spending (e.g. sponsoring, car leasing) and a reduction of external support.

To achieve our overall medium term target EBITDA margin of 4% to 6%, we focus on improving our gross margin to a range of 18% to 22% (2014: 16%) and reducing our indirect costs as percentage of revenue to a range of 12% to 16% (2014: 17%). These improvements will result on the medium term in an increase of our gross margin of at least €75 million and a decrease of our overhead costs of at least €50 million.

Operational working capital, an important health indicator, ended at €47 million negative (-1.2% of revenue), well ahead of our target of 0% of revenue. The medium term target bandwidth for operational working capital remains at -3% to 0% of revenue, allowing for normal seasonal fluctuations customary in our industry.

In general, Imtech Nordic and Imtech Traffic & Infra have kept a stable operational performance in 2014. Although Imtech UK & Ireland saw its performance drop in 2014, the outlook is solid given the market and the present UK & Ireland organisation. Imtech Spain has shown a recovery in the second half of 2014, while Imtech Marine has ended 2014 with a full year positive operational EBITDA clearly demonstrating the effects of a well-executed turnaround. The recovery of Imtech Benelux is showing some mixed signals but with the steps taken in 2014, this division should be on track again in 2015. For the overall recovery of Imtech the turnaround of the Germany & Eastern Europe division is of significant importance.

Recovery of operational performance in Germany & Eastern Europe
The `Neue Imtech` programme in Germany & Eastern Europe is based on the same four key drivers as stated above. Moving forward this programme is constantly adapted to provide the optimal approach for the turnaround under changing circumstances.

The aim of the `Neue Imtech` programme is to rebuild our business and organisation in Germany & Eastern Europe to a profitable and cash generative company. As a result of this total reset, the goodwill for the division of €27.5 million is fully impaired in Q4 2014.

One-off costs drive negative result of €183 million in Q4
The net loss for the fourth quarter of €183 million includes significant non-operational costs of €127 million and a goodwill impairment relating to Germany & Eastern Europe of €28 million.

For the full year, the net loss of €559 million includes an operational EBITDA loss of €32 million, non-operational costs of €222 million, net finance charges of €179 million and a loss on discontinued operations of €71 million.

Specification of non-operational costs:

In Q4, the restructuring costs of €56 million and the cost for rationalisation of real estate of €31 million mainly relate to the earlier announced plans for the Netherlands, Germany and Marine. The remaining cash outflow for these plans amounts to approximately €55 million in 2015.

In 2015, restructuring costs are expected to reduce significantly to an amount of approximately €15 million, mainly relating to smaller restructurings in our Nordic division. A potential further restructuring in Germany & Eastern Europe may however result in additional restructuring costs as part of the on-going process to calibrate cost structure to the new size of the business.

Advisory costs of €8 million were incurred in Q4. Given the implemented debt reduction programme, we expect advisory costs to decrease in 2015.

Other non-operational items in Q4 of €32 million mainly result from the closure of our businesses in Russia and Austria (€4 million), a valuation allowance on a large multi-year project in Marine (€5 million) and write-downs on legacy items (€12 million).

Specification of net finance result:

The one-off items within net finance result in 2014 amounted to €56 million. All one-off items relate to the implementation of the financial restructurings in March and October 2014, including the €31 million book gain from the debt buy-back programme.

On 27 October 2014, the revised interest agreements became effective. The revolving credit facility has a margin on euribor of 3.75% and the senior notes have an interest of around 7%. Guarantee fees range from 1.9%-2.25%. Going forward, all interest and guarantee costs will be in cash. For 2015, we expect a net finance result of approximately €60 million negative (2014: €179 million negative), predominantly relating to interest costs, guarantee fees and employee benefits.

Medium term targets
With focus on operational recovery, we have refined our medium term targets to a gross margin of 18% to 22% and overhead costs of 12% to 16% of revenue resulting in an overall EBITDA margin of 4% to 6%. Working capital should be between minus 3% and 0% of revenue with net debt targeted below 2x EBITDA.

Outlook
With solid order intake, Imtech`s main focus is now on operational improvements in 2015 as the main driver for profit recovery. Our UK & Ireland, Nordic, Spain and Traffic & Infra divisions are expected to further improve operational results. The Benelux and Marine divisions have recovered from past operational issues and are much better positioned. The German & Eastern Europe division also expects further operational improvement. We do not expect any major restructuring in 2015, although we will continue with the implementation of operational efficiencies across the group and in particular in Germany & Eastern Europe. We expect a positive operational EBITDA in 2015.

Composition of the Supervisory Board
During the Annual General Meeting of shareholders (AGM) on 12 May 2015, Mrs. Christine Wolff will be nominated for appointment as member of the Supervisory Board for four years. Mrs. Wolff is a German national and more than 20 years of experience in international engineering consulting firms. In her last position she was Managing Director for Europe & Middle East at URS Corporation (now AECOM), a global and NYSE listed US based provider of engineering, construction and technical services, with 55,000 employees and US$ 11 billion annual revenue (2012). She currently serves on the supervisory board of Hochtief AG, Berliner Wasserbetriebe A.ö.R and KSBG Kommunale Verwaltungsgesellschaft GmbH and is a member of the advisory board of Wessling GmbH & Co. KG, J. Heinr. Kramer Holding GmbH and The Aspen Institute Germany. The Supervisory Board considers the specific knowledge and experience of Mrs. Wolff on project organisations and technical services providers, such as Imtech, as a welcome addition to the existing knowledge and experience within the Supervisory Board.

Mrs. Ruth van Andel will be nominated for reappointment for her second term of four years. Directly after the AGM, Mr. Kees van Lede, chairman of the Supervisory Board, will retire according to the scheduled retirement. The Supervisory Board intends to appoint Mr. Frans Cremers as chairman, as previously announced.

Deloitte Accountants nominated as external auditor
Imtech proposes the appointment of Deloitte Accountants as the company`s auditor for an initial three year period with effect from the financial year 2016. This nomination will be presented to the Annual General Meeting on 12 May 2015.

The nomination of Deloitte is the result of a thorough selection process, overseen by the audit committee of the Supervisory Board. Under Dutch legislation for listed companies, Imtech is required to change its auditor as of January 2016.

The current auditor KPMG Accountants N.V. will remain in place until the conclusion of the audit for the financial year 2015.

Update on GRC issues

Improving GRC framework and culture
During 2014, we substantially completed the implementation of Imtech`s new Governance Risk and Compliance framework (GRC framework). We also continued to make progress in the transformation of Imtech`s culture, into one that values integrity, loyalty and critical thinking. These values are clearly reflected and articulated in the Group`s new Code of Conduct. Behavioural training programmes for management and employees were continued; also in 2015 substantial attention will be paid to culture and behaviour.

Incident reporting
In the year 2014, 91 incident reports of whistle-blowers were received, compared to 29 in 2013 and 3 in 2012. Since the beginning of 2015, 5 incident reports of whistle-blowers were received. This increase demonstrates the strong development in our new culture in which people are encouraged to speak up and report any incidents they observe via our whistle blower`s procedure. Most of the reports refer to alleged inappropriate behaviour that took place prior to 2013. The majority of the reports have been investigated and dealt with. Approximately 40% of total reported incidents were either unfounded or backed by insufficient information to follow up. In cases where a violation of the Code of Conduct was detected, a number of actions were taken, which included dismissal, disciplinary actions or specific process modifications. The remaining 26 reports are under investigation and are being dealt with appropriately. These on-going investigations include the `legacy` items relating to Germany and Poland.

United Arab Emirates: no material findings
On 13 January 2015, Imtech informed the market that it had initiated an investigation into certain sales activities by an Imtech Marine unit in the United Arab Emirates in relation to potential violations of applicable export controls and sanctions regulations. The internal investigation, which was conducted with the support of external counsel and experts, concluded that possible violations may have taken place, but that these were relatively small in size and number and that the potential financial impact is therefore likely to be not material. Imtech will continue to cooperate fully with the appropriate authorities to resolve and settle this issue. The Imtech Marine entity in the United Arab Emirates has annual revenues of around €15 million.

Broadening scope competition law investigation in Germany
On 4 February 2015, Imtech informed the market that German authorities are conducting a broader investigation into the overall technical services industry in Germany, which includes Imtech. As part of this investigation the German authorities have served warrants to obtain information from Imtech and other companies. Following the investigations by the authorities, Imtech has broadened the scope of its own investigations as well. So far, this broadened internal investigation, with regard to Imtech, did not confirm that competition laws were violated.

Berlin Brandenburg Airport
On 26 February 2015 a German newspaper published unconfirmed allegations of bribery towards former Imtech management in connection with the new airport Berlin Brandenburg in the period prior to 2013. Imtech had already informed the authorities and the Compliance Department of the Berlin Brandenburg Airport of the unconfirmed allegations well before 26 February 2015. So far, internal investigations did not prove the allegations.

Financial performance

Profit and loss account

^* Restated, see note 3 to the Financial Statements 2014.

Fourth quarter 2014
In Q4 2014, revenue came in 3% lower at €1,030 million compared with Q4 2013, mainly due to weak market conditions in the Netherlands, the UK and Finland. Marine was an exception with an increase of revenue.

The operational EBITDA in Q4 2014 was around breakeven level and amounted to €1 million negative, which is a good improvement compared to the loss of €11 million in Q4 2013. Nordic, Benelux and Traffic & Infra were the main contributors to this positive development. Germany & Eastern Europe continued to report a loss. UK & Ireland ended up with an operational EBITDA loss as a result of project losses and work being deferred into 2015.

The effective tax rate for Q4 2014 amounted to 3.2%. The effective annual and quarterly tax rate is impacted by losses made in various jurisdictions where no compensation or offset is expected to exist and as a result will continue to fluctuate for some time. We anticipate an income tax expense for 2015 of around €10 million.

Full year 2014
Revenue for the full year came in 8% lower at €3,922 million, mainly due to the weak market conditions in the Netherlands, the UK, Spain and Finland, and in Germany & Eastern Europe mainly due to the continued impact of our decision to prioritise margin over volume, as well as the financial distressed situation and a reputation under pressure. Marine is an exception with an increase of revenue. Currency impact based on constant currencies was very limited, though with differences between divisions.

The operational EBITDA for the year resulted in a loss of €32 million (2013: €78 million loss). Germany & Eastern Europe and Benelux reported a loss and UK & Ireland reported a sharp decrease of its result. Marine returned to a positive result and Nordic reported a good improvement of its result. Currency impact based on constant currencies was 1% negative.

Result for the period, result per share

Capital employed

^* Restated, see note 3 to the Financial Statements 2014.

Fourth quarter 2014
In Q4 2014, capital employed decreased by €576 million to €1,029 million as a result of the sale of the ICT division and the normal seasonal working capital trends.

Equity increased in Q4 by €384 million as a result of the proceeds of the rights issue in October, partially offset by the net loss in the quarter. Net interest-bearing debt decreased by €823 million, mainly due to the net proceeds of the rights issue and the sale of ICT for a total amount of €777 million. Furthermore, the decrease is impacted by the seasonal working capital inflow of €93 million, offset by cash restructuring costs of €26 million, cash advisory costs of €8 million and net-cash interest of €55 million. Liabilities held for sale decreased by €182 million due to the sale of the ICT division. Other liabilities include employee benefits (€253 million) and other provisions.

Goodwill
Imtech has assessed whether goodwill needed to be impaired as at 31 December 2014. For Germany & Eastern Europe this assessment has resulted in a goodwill impairment of €28 million. For the other divisions, the result of this assessment is that there is no reason to impair goodwill. Our operational improvement programme remains the main driver for the recovery of the performance. However, headroom is limited for our Nordic, Spain and Marine divisions and amounts to €69 million for these divisions (H1 2014: €46 million and 2013: €234 million). Adverse changes in the cost of capital, business performance or continuing uncertainty among stakeholders could have an impact going forward.

^* Restated, see note 3 to the Financial Statements 2014.

Operational working capital development in the quarter is in line with the normal seasonal pattern and below the target bandwidth of 0% to 3% of revenue. For the medium term, the new target bandwidth for working capital is -3% to 0% of revenue. In Q4 2014, days of sales outstanding in trade receivables amounted to 57 days. Days of payables outstanding in trade payables amounted to 72 days.

Other current assets include inventories, prepaid operating expenses, purchase bonuses and rebates from suppliers, VAT receivables, income tax receivables and various other receivables.

Other current liabilities at year-end 2014 include accrued personnel expenses (€167 million), VAT payables (€41 million), income tax payables (€7 million) and various other accrued liabilities (€168 million, including accruals for direct and indirect costs).

Legacy items
The movement in legacy items in working capital is as follows:

During the year all remaining legacy items in Benelux, Spain and Marine were resolved. Also, progress was made in Germany & Eastern Europe. The year-end balance mainly relates to outstanding receivables and 21 projects in Germany & Eastern Europe.

Cash flow analysis
The condensed cash flow statement is as follows:

Fourth quarter
Change in operational working capital in the quarter of €93 million relates to normal seasonal cash inflow. Advisory costs of €8 million mainly relate to the implementation of the debt reduction programme. Net interest paid of €55 million includes interest and guarantee fees plus one-offs for amendment fee (€5 million) and make whole amounts (€7 million) in relation to the debt reduction programme.

Full year
Change in operational working capital for the year of €11 million negative is mainly due to Germany & Eastern Europe, the rest of the group delivered good performance. Net interest paid of €109 million includes also one-offs for amendment fees (€19 million) and make whole amounts (€7 million).

Performance by division

Benelux

^* Restated, see note 3 to the Financial Statements 2014.

Market conditions are challenging in Benelux, especially in the Netherlands due to the relapse of the industrial market. Revenue in Q4 decreased by 6% to €189 million. Operational EBITDA increased by €7 million to €8 million due to good performance in Belgium and as a result of cost savings, despite weak project results in the Netherlands and low productivity in the Dutch industrial business. Order intake increased by 6% to €134 million. An interesting new contract awarded is the design, build and 15 year maintenance contract for the new food technology centre at Royal Cosun. Operational working capital amounted to €2 million negative. In Q4, the decrease of the number of employees with 182 FTEs was the result of earlier announced restructurings.

For the full year, revenue decreased by 8% to €654 million. Operational EBITDA increased by €6 million, though still a loss of €11 million. Order intake for the year increased to €673 million. Operational working capital improved to €2 million negative. In the year, the number of employees reduced with 359 FTEs to 3,761 FTEs, reflecting the restructuring programmes as executed in 2014.

Germany & Eastern Europe

^* Restated, see note 3 to the Financial Statements 2014.

Market conditions in Germany are difficult but stable, however our German business had to deal with the financial distress and with a reputation under pressure. Q4 2014 revenue amounted to €197 million. Operational EBITDA improved by €12 million to a loss of €21 million. The loss mainly relates to losses on projects awarded before 2014 and a high cost structure. The services & maintenance business continued its good performance. Order intake of €156 million was below revenue mainly as a result of our decision to prioritise margin over volume. An interesting new contract awarded is a large contract for a new Volkswagen production site in Poland. Operational working capital amounted to €1 million negative. The number of employees reduced in Q4 by 124 FTEs to 4,210 FTEs.

For the total year, revenue decreased by 11% to €860 million, mainly due to our decision to reduce our size by prioritising margin over volume, as well as the financial distressed situation and a reputation under pressure. Operational EBITDA loss of €45 million is the result of a high cost structure and losses on projects particularly awarded before 2014. Order intake of €626 million is at the lower end of the new revenue equilibrium of €600 million to €700 million. Operational working capital increased with €81 million to €1 million negative due to delayed closure of projects and worsened payment conditions caused by the financial distress and pressured reputation of Imtech Germany. The number of employees decreased by 530 FTEs to 4,210 FTEs. As a result of rightsizing and a rebuild of the business and organisation, the goodwill for the division of €27.5 million is fully impaired.

UK & Ireland

^* Restated, see note 3 to the Financial Statements 2014.

In the UK, the market conditions at the end of 2014 are showing recovery. However, revenue in the quarter was down 8% to €160 million mainly due to the temporary lower activities in our water business as a result of the shift into the new five year cycle (AMP6) and to the wind down of the Kazakhstan joint venture. Currency impact on revenue was 3% positive. Operational EBITDA ended up with a loss of €3 million due to margin pressure in UK engineering services and losses on a number of projects. Order intake amounted to €181 million, reflecting a slow recovery of the market. A noteworthy new contract awarded is the design and installation of mechanical and electrical infrastructure for the expansion of the Anfield Stadium of Liverpool FC. Operational working capital amounted to €8 million negative. The reduction of 236 FTEs in the last quarter to 2,856 FTEs is the result of streamlining the business.

Revenue for the year decreased by 14% to €635 million due to challenging market conditions in UK, the lower production of our water business and the wind down of the Kazakhstan joint venture. Revenue was positively influenced by 4% currency impact. Operational EBITDA declined by €28 million due to €5 million, including a positive currency impact of 2%. Order intake increased by 5% to €710 million. Operational working capital amounted to €8 million negative. The reduction of 540 FTEs in the year to 2,856 FTEs is the result of the wind down of the Kazakhstan joint venture and streamlining the business.

Nordic

Market conditions overall are stable, however with differences between regions. Revenue in Q4 decreased by 8% to €219 million, including a negative currency impact of 2%, based on constant currencies. Operational EBITDA increased by 48% (including negative currency impact of 2%) to €11 million due to first benefits of the integration programmes, closure of loss making branches and the significant loss at the NKS project in Q4 2013. Order intake was 35% lower at €141 million (including a €34 million adjustment of previous quarters). A noteworthy new contract awarded is for the piping installations in the new bio power heating plant for Tranås Energi. Operational working capital amounted to €33 million negative. The reduction of 192 FTEs in the last quarter to 5,045 FTEs is the result of integration of past acquisitions and closure of loss making branches.

Revenue for the twelve months decreased by 9% to €809 million, including a negative currency impact of 5%. Operational EBITDA improved with 10% to €33 million as a result of integration benefits, closure of loss making branches and the significant loss at the NKS project in 2013, offset by a negative currency impact of 6%. Order intake decreased by 16% to €750 million, amongst others impacted by closure of several branches. Operational working capital improved to €33 million negative. The number of employees decreased with 361 FTEs to 5,045 FTEs.

Spain

^* Restated, see note 3 to the Financial Statements 2014.

The Spanish market shows the first signs of a slow recovery, though price levels continued to be under pressure. In Q4, revenue came in 9% lower at €35 million, due to delays in projects. Operational EBITDA returned to a positive €1 million due to higher production levels within the industry and the first effects of restructurings. Order intake was 12% up to €67 million. An interesting new contract awarded is for the Cepsa refinery in Cadiz to improve the energy efficiency in the boiler. Operational working capital amounted to €6 million. The number of employees decreased by 62 FTEs to 1,676 FTEs.

For the full year, revenue amounted to €111 million, a decrease of 17% mainly due to challenging market conditions. Operational EBITDA amounted to a loss of €3 million. Order intake was up 4% to €127 million. Operational working capital improved significantly to €6 million, mainly due to increased focus on working capital management.

Traffic & Infra

^* Restated, see note 3 to the Financial Statements 2014.

Overall, market conditions are stable, except for the weak conditions within the Dutch infra market. Q4 revenue decreased by 7% to €107 million. Operational EBITDA was 15% up to €7 million as a result of benefits of earlier implemented improvement programmes. Order intake increased by 23% to €93 million. Operational working capital improved to €5 million negative. The number of employees decreased with 33 FTEs to 2,083 FTEs.

For the full year, revenue came in 4% lower at €387 million mainly due to the weakness in the Dutch infra market, despite a 1% currency gain mainly due to the business in the UK. Operational EBITDA decreased by 9% to €11 million, despite a positive currency impact of 3%. Order intake amounted to €341 million. Operational working capital improved to €5 million negative.

Marine

^* Restated, see note 3 to the Financial Statements 2014.

Revenue in Q4 increased by 10% to €125 million due to high production levels. Operational EBITDA was slightly lower than a year ago and amounted to €1 million due to several project losses. The previously announced audit by a defence sector customer of a large multi-year contract is still on-going. In Q4, a valuation allowance of €5 million on that contract was recorded as non-operational costs. The on-going audit could result in modifications of contractual agreements and/or an additional non-operational write-off. Order intake increased as a result of both refined contract estimates from previous quarters and the timing and extent of new contracts. An interesting new contract awarded is the design and installation to complete the electrical system, including hybrid electrical propulsion system, battery systems and automation system, for two hybrid ferries for Seaspan. Operational working capital amounted to €4 million, amongst others due to resolution of some old disputes. The number of employees remained stable in Q4 at 2,475 FTEs.

Revenue in 2014 amounted to €477 million. Operational EBITDA turned into a positive €2 million due to the benefits of the earlier announced restructuring programme and the significant losses on projects in 2013. Order intake amounted to €501 million. Operational working capital improved to an extraordinary level of €4 million.

Group management / eliminations

^* Restated, see note 3 to the Financial Statements 2014.

Operational EBITDA Q4 amounted to €5 million loss and includes mainly personnel expenses, legal and audit fees. For the full year operational EBITDA was €24 million negative due to similar items.

Board of Management Royal Imtech N.V.
Gouda, 18 March 2015

Financial calendar 2015

• 12 May 2015: Annual General Meeting of shareholders

• 12 May 2015: first quarter results 2015

• 25 August 2015: second quarter and half year results 2015

• 17 November 2015: third quarter results 2015

Press conference
Today at 9.00 hours (CET) Imtech will organise a press conference in Hotel Mövenpick, Piet Heinkade 11 in Amsterdam.

Analyst meeting
Today at 11.00 hours (CET) Imtech will organise a sell-side analyst meeting in Hotel Mövenpick, Piet Heinkade 11 in Amsterdam. This meeting will be transmitted live via the internet (www.imtech.com) and will afterwards also be available on the website as a replay.

More information

Imtech profile
Royal Imtech N.V. is a European technical services provider in the fields of electrical solutions, automation and mechanical solutions. With approximately 22,000 employees, Imtech holds attractive positions in the buildings and industry markets in the Netherlands, Belgium, Luxembourg, Germany, Eastern Europe, Sweden, Norway, Finland, the UK, Ireland and Spain, the European market of Traffic as well as in the global marine market. Imtech offers integrated and multidisciplinary total solutions that lead to better business processes and more efficiency for customers and the customers they, in their turn, serve. Imtech also offers solutions that contribute towards a sustainable society - for example, in the areas of energy, the environment, water and traffic. Imtech shares are listed on Euronext Amsterdam.

PDF: Press Release incl. appendix

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Source: Imtech via GlobeNewswire
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