Attached files
| file | filename |
|---|---|
| EX-31.3 - EXHIBIT 31.3 - APOLLO EDUCATION GROUP INC | apol_ex313.htm |
| EX-31.4 - EXHIBIT 31.4 - APOLLO EDUCATION GROUP INC | apol_ex314.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One) | |
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: August 31, 2013 | |
OR | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from [ ] to [ ] | |
Commission file number: 0-25232
APOLLO EDUCATION GROUP, INC.
(Exact name of registrant as specified in its charter)
ARIZONA (State or other jurisdiction of incorporation or organization) | 86-0419443 (I.R.S. Employer Identification No.) |
4025 S. RIVERPOINT PARKWAY, PHOENIX, ARIZONA 85040
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (480) 966-5394
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) | (Name of Each Exchange on Which Registered) | |
Apollo Education Group, Inc. Class A common stock, no par value | The NASDAQ Stock Market LLC | |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES þ NO o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ
No shares of Apollo Education Group, Inc. Class B common stock, its voting stock, are held by non-affiliates. The holders of Apollo Education Group, Inc. Class A common stock are not entitled to any voting rights. The aggregate market value of Apollo Education Group Class A common stock held by non-affiliates as of February 28, 2013 (last business day of the registrant’s most recently completed second fiscal quarter), was approximately $1.6 billion.
The number of shares outstanding for each of the registrant’s classes of common stock as of October 14, 2013 is as follows:
Apollo Education Group, Inc. Class A common stock, no par value | 112,954,000 Shares |
Apollo Education Group, Inc. Class B common stock, no par value | 475,000 Shares |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Information Statement for the 2013 Annual Meeting of Class B Shareholders (Part III)
Explanatory Note
This Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended August 31, 2013, filed with the Securities and Exchange Commission (the “Commission”) on October 22, 2013 (the “initial filing”), is being filed for the sole purpose of adding to the initial filing exhibit index Exhibits 10.65 and 10.66, both of which were previously filed with the Commission and are incorporated into the Form 10-K by reference. Additionally, in connection with the filing of this Amendment No. 1, the Company is including new certifications of the Company’s chief executive officer and chief financial officer pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.
No other changes have been made to the initial filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the initial filing.
PART IV
Item 15 - Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
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3. Exhibits
Index to Exhibits
Incorporated by Reference | |||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit Number | Filing Date | Filed Herewith | |
2.1 | Agreement and Plan of Merger by and among Carnegie Learning, Inc., Apollo Group, Inc.,† BHCL Acquisition Co. and CLI Shareholder Representative, LLC, dated August 2, 2011(1) | 10-K | No. 000-25232 | 2.1 | October 20, 2011 | ||
2.2 | First Amendment to Agreement and Plan of Merger by and among Carnegie Learning, Inc., Apollo Group, Inc., BHCL Acquisition Co. and CLI Shareholder Representative, LLC, dated August 31, 2011 | 10-K | No. 000-25232 | 2.2 | October 20, 2011 | ||
2.3 | Technology Assignment and License Agreement by and between Apollo Group, Inc., Carnegie Mellon University and Carnegie Learning, Inc., dated August 2, 2011(1) | 10-K | No. 000-25232 | 2.3 | October 20, 2011 | ||
2.4 | Stock Purchase Agreement by and among Apollo Group, Inc., an Arizona corporation, Apollo Global, Inc., a Delaware corporation, Carlyle U.S. Growth Fund III, L.P. /f/k/a Carlyle Venture Partners III, L.P., a Delaware limited partnership and CVP III Coinvestments, L.P., dated October 12, 2012 | 10-Q | No. 000-25232 | 2.1 | January 8, 2013 | ||
3.1 | Amended and Restated Articles of Incorporation of Apollo Group, Inc., as amended through June 20, 2007 | 10-Q | No. 000-25232 | 3.1 | January 7, 2010 | ||
3.2 | Amended and Restated Bylaws of Apollo Group, Inc. | 10-Q | No. 000-25232 | 3.2 | April 10, 2006 | ||
10.1 | Apollo Group, Inc. Long-Term Incentive Plan* | S-1 | No. 33-83804 | 10.3 | September 9, 1994 | ||
10.2 | Apollo Group, Inc. Plan Amendment to Long-Term Incentive Plan* | 10-Q | No. 000-25232 | 10.5 | June 28, 2007 | ||
10.3 | Apollo Group, Inc. Plan Amendment to Long-Term Incentive Plan* | 10-K | No. 000-25232 | 10.3 | October 27, 2009 | ||
10.4 | Apollo Group, Inc. Amended and Restated Savings and Investment Plan* | 10-Q | No. 000-25232 | 10.4 | January 14, 2002 | ||
10.5 | Apollo Group, Inc. Third Amended and Restated 1994 Employee Stock Purchase Plan* | 10-K | No. 000-25232 | 10.5 | November 14, 2005 | ||
10.6 | Apollo Group, Inc. 2000 Stock Incentive Plan (as amended and restated June 25, 2009)* | 10-Q | No. 000-25232 | 10.3 | June 29, 2009 | ||
10.7 | Apollo Group, Inc. 2000 Stock Incentive Plan Amendment (effective June 24, 2010)* | 8-K | No. 000-25232 | 10.3 | June 30, 2010 | ||
10.8 | Apollo Group, Inc. Amended and Restated 2000 Stock Incentive Plan Amendment (effective October 6, 2011)* | 10-K | No. 000-25232 | 10.8 | October 20, 2011 | ||
10.9 | Apollo Group, Inc. Amended and Restated 2000 Stock Incentive Plan Amendment (effective December 8, 2011)* | 10-Q | No. 000-25232 | 10.2 | March 26, 2012 | ||
10.10 | Apollo Group, Inc. Amended and Restated 2000 Stock Incentive Plan Amendment (effective December 13, 2012)* | 10-K | No. 000-25232 | 10.10 | October 22, 2013 | ||
10.11 | Form of Performance Share Award Agreement* (used for awards in 2010) | 8-K | No. 000-25232 | 10.2 | June 30, 2010 | ||
10.12 | Form of Performance Share Award Agreement (Apollo Global Metrics)* (used for awards from 2011-2012) | 10-K | No. 000-25232 | 10.21 | October 20, 2011 | ||
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Incorporated by Reference | |||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit Number | Filing Date | Filed Herewith | |
10.13 | Form of Performance Share Award Agreement (Apollo Global Metrics) (revised June 25, 2013)* (used for awards in and after August 2013) | 10-Q | No. 000-25232 | 10.4 | June 25, 2013 | ||
10.14 | Form of Performance Share Award Agreement (Apollo Group Metrics)* (used for awards from 2011-2012) | 10-K | No. 000-25232 | 10.22 | October 20, 2011 | ||
10.15 | Form of Performance Share Award Agreement (Apollo Group Metrics) (revised June 25, 2013)* (used for awards in and after August 2013) | 10-Q | No. 000-25232 | 10.5 | June 25, 2013 | ||
10.16 | Form of Cash Retention Award Agreement* | 10-Q | No. 000-25232 | 10.1 | January 8, 2013 | ||
10.17 | Form of Special Cash Retention Award Agreement* | 10-Q | No. 000-25232 | 10.6 | June 25, 2013 | ||
10.18 | Form of Apollo Group, Inc. Non-Employee Director Stock Option Agreement* (used for awards prior to July 2011) | 10-Q | No. 000-25232 | 10.6 | June 28, 2007 | ||
10.19 | Form of Apollo Group, Inc. Non-Employee Director Stock Option Agreement With Limited Transferability* (used for awards in and after July 2011) | 10-K | No. 000-25232 | 10.10 | October 20, 2011 | ||
10.20 | Form of Apollo Group, Inc. Non-Employee Director Restricted Stock Unit Award Agreement* | 10-Q | No. 000-25232 | 10.7 | June 28, 2007 | ||
10.21 | Form of Apollo Group, Inc. Stock Option Agreement (for officers with an employment agreement)* (used for awards prior to July 2011 and for July 2012 award) | 10-Q | No. 000-25232 | 10.3 | January 8, 2009 | ||
10.22 | Form of Apollo Group, Inc. Stock Option Agreement With Limited Transferability (for officers with an employment agreement)* (used for July 2011 and March 2013 awards) | 10-K | No. 000-25232 | 10.15 | October 20, 2011 | ||
10.23 | Form of Apollo Group, Inc. Stock Option Agreement With Limited Transferability (for officers with an employment agreement) (revised June 25, 2013)* (used for awards in and after August 2013) | 10-Q | No. 000-25232 | 10.2 | June 25, 2013 | ||
10.24 | Form of Non-Statutory Stock Option Agreement (for officers without an employment agreement)* (used for awards prior to July 2011) | 10-Q | No. 000-25232 | 10.4 | January 8, 2009 | ||
10.25 | Form of Non-Statutory Stock Option Agreement With Limited Transferability (for officers without an employment agreement)* (used for awards from July 2011 to July 2013) | 10-K | No. 000-25232 | 10.14 | October 20, 2011 | ||
10.26 | Form of Apollo Group, Inc. Stock Option Agreement With Limited Transferability (for officers without an employment agreement) (revised June 25, 2013)* (used for awards in and after August 2013) | 10-Q | No. 000-25232 | 10.1 | June 25, 2013 | ||
10.27 | Form of Apollo Group, Inc. Restricted Stock Unit Award Agreement (for officers with an employment agreement)* (used for awards in July 2009) | 10-Q | No. 000-25232 | 10.1 | January 8, 2009 | ||
10.28 | Form of Apollo Group, Inc. Restricted Stock Unit Award Agreement (for officers without an employment agreement)* (used for awards in July 2009) | 10-Q | No. 000-25232 | 10.2 | January 8, 2009 | ||
10.29 | Form of Restricted Stock Unit Award Agreement (Special Retention Award - Form A)* | 10-Q | No. 000-25232 | 10.1 | March 29, 2011 | ||
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Incorporated by Reference | |||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit Number | Filing Date | Filed Herewith | |
10.30 | Form of Restricted Stock Unit Award Agreement (Special Retention Award - Form B)* | 10-Q | No. 000-25232 | 10.2 | March 29, 2011 | ||
10.31 | Form of Restricted Stock Unit Award Agreement With Performance Condition and Partial Service Vesting Acceleration* (used for awards from 2010 to July 2013) | 10-K | No. 000-25232 | 10.20 | October 20, 2011 | ||
10.32 | Form of Restricted Stock Unit Award Agreement With Performance Condition and Partial Service Vesting Acceleration (revised June 25, 2013)* (used for awards in and after August 2013) | 10-Q | No. 000-25232 | 10.3 | June 25, 2013 | ||
10.33 | Aptimus, Inc. 2001 Stock Plan* | S-8 | No. 333-147151 | 99.1 | November 5, 2007 | ||
10.34 | Apollo Group, Inc. Stock Option Assumption Agreement Aptimus, Inc. 2001 Stock Plan* | S-8 | No. 333-147151 | 99.2 | November 5, 2007 | ||
10.35 | Apollo Group, Inc. Stock Appreciation Right Assumption Agreement Aptimus, Inc. 2001 Stock Plan* | S-8 | No. 333-147151 | 99.3 | November 5, 2007 | ||
10.36 | Aptimus, Inc. 1997 Stock Option Plan, as amended* | S-8 | No. 333-147151 | 99.4 | November 5, 2007 | ||
10.37 | Apollo Group, Inc. Stock Option Assumption Agreement Aptimus, Inc. 1997 Stock Option Plan, as amended* | S-8 | No. 333-147151 | 99.5 | November 5, 2007 | ||
10.38 | Apollo Group, Inc. Executive Officer Performance Incentive Plan (as amended and restated effective as of October 6, 2011)* | 10-K | No. 000-25232 | 10.28 | October 20, 2011 | ||
10.39 | Amendment to Apollo Group, Inc. Executive Officer Performance Incentive Plan (as amended and restated effective as of October 6, 2011) (effective December 8, 2011)* | 10-Q | No. 000-25232 | 10.2 | January 5, 2012 | ||
10.40 | Amendment to Apollo Group, Inc. Executive Officer Performance Incentive Plan (as amended and restated effective as of October 6, 2011) (effective December 13, 2012)* | 10-K | No. 000-25232 | 10.40 | October 22, 2013 | ||
10.41 | Apollo Group, Inc. Deferral Election Program for Non-Employee Board Members* | 10-K | No. 000-25232 | 10.20 | October 27, 2009 | ||
10.42 | Apollo Group, Inc. Deferred Compensation Plan* | 10-Q | No. 000-25232 | 10.1 | March 25, 2013 | ||
10.43 | Apollo Group, Inc. Senior Executive Severance Pay Plan (as amended and restated effective as of September 1, 2013)* | 10-K | No. 000-25232 | 10.43 | October 22, 2013 | ||
10.44 | Form of Indemnification Agreement - Employee Director* | 10-K | No. 000-25232 | 10.23 | October 21, 2010 | ||
10.45 | Form of Indemnification Agreement - Outside Director* | 10-K | No. 000-25232 | 10.24 | October 21, 2010 | ||
10.46 | Letter from Apollo Group, Inc. to John G. Sperling Regarding Post-Retirement Benefits Arrangements Dated January 14, 2013 (as amended August 23, 2013)* | 10-K | No. 000-25232 | 10.46 | October 22, 2013 | ||
10.47 | Amended and Restated Deferred Compensation Agreement between Apollo Group, Inc. and John G. Sperling, dated December 31, 2008* | 10-Q | No. 000-25232 | 10.11 | January 8, 2009 | ||
10.48 | Shareholder Agreement among Apollo Group, Inc. and holders of Apollo Group Class B common stock, dated September 7, 1994 | S-1 | No. 33-83804 | 10.1 | September 9, 1994 | ||
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Incorporated by Reference | |||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit Number | Filing Date | Filed Herewith | |
10.49 | Amendment to Shareholder Agreement among Apollo Group, Inc. and holders of Apollo Group Class B common stock, dated May 25, 2001 | 10-K | No. 000-25232 | 10.10b | November 28, 2001 | ||
10.50 | Amendment to Shareholder Agreement among Apollo Group, Inc. and holders of Apollo Group Class B common stock, dated June 23, 2006 | 10-K | No. 000-25232 | 10.23c | October 27, 2009 | ||
10.51 | Amendment to Shareholder Agreement among Apollo Group, Inc. and holders of Apollo Group Class B common stock, dated May 19, 2009 | 10-K | No. 000-25232 | 10.23d | October 27, 2009 | ||
10.52 | Amended and Restated Employment Agreement between Apollo Group, Inc. and Gregory W. Cappelli, dated April 2, 2011* | 10-Q | No. 000-25232 | 10.3 | June 30, 2011 | ||
10.53 | Letter Agreement between Apollo Group, Inc. and Gregory W. Cappelli, dated September 5, 2012* | 10-K | No. 000-25232 | 10.40 | October 22, 2012 | ||
10.54 | Amended and Restated Employment Agreement between Apollo Group, Inc. and Joseph L. D’Amico, dated May 18, 2010* | 8-K | No. 000-25232 | 10.2 | May 20, 2010 | ||
10.55 | Letter Agreement between Apollo Group, Inc. and Joseph L. D’Amico (for extension of Employment Agreement), dated June 27, 2012* | 10-K | No. 000-25232 | 10.55 | October 22, 2013 | ||
10.56 | Separation Agreement and General Release and Waiver of Claims between Apollo Group, Inc. and Joseph L. D’Amico, dated September 16, 2013* | 10-K | No. 000-25232 | 10.56 | October 22, 2013 | ||
10.57 | Consultant Services Agreement between Apollo Group, Inc. and Joseph L. D’Amico dated September 1, 2013* | 10-K | No. 000-25232 | 10.57 | October 22, 2013 | ||
10.58 | Employment Agreement between Apollo Group, Inc. and Rob Wrubel, dated August 7, 2007* | 10-K | No. 000-25232 | 10.31 | October 28, 2008 | ||
10.59 | Amendment to Employment Agreement between Apollo Group, Inc. and Rob Wrubel, dated October 31, 2008* | 10-Q | No. 000-25232 | 10.50 | January 8, 2009 | ||
10.60 | Offer letter between Apollo Group, Inc. and Sean Martin, dated August 23, 2010* | 10-Q | No. 000-25232 | 10.1 | January 10, 2011 | ||
10.61 | Clarification letter between Apollo Group, Inc. and Sean Martin, dated September 20, 2010* | 10-Q | No. 000-25232 | 10.2 | January 10, 2011 | ||
10.62 | Transition Agreement between Apollo Group, Inc. and William J. Pepicello, dated September 5, 2013* | 10-K | No. 000-25232 | 10.62 | October 22, 2013 | ||
10.63 | Consultant Services Agreement between Apollo Group, Inc. and Charles B. Edelstein, dated March 1, 2013* | 10-K | No. 000-25232 | 10.63 | October 22, 2013 | ||
10.64 | Letter extending Consultant Services Agreement between Apollo Group, Inc. and Charles B. Edelstein, dated October 3, 2013* | 10-K | No. 000-25232 | 10.64 | October 22, 2013 | ||
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Incorporated by Reference | |||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit Number | Filing Date | Filed Herewith | |
10.65 | Credit Agreement among Apollo Group, Inc., the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as Syndication Agents and U.S. Bank National Association, National Bank of Arizona, Morgan Stanley Bank, N.A. and Barclays Bank PLC, as Documentation Agents, dated as of April 18, 2012 | 10-Q | No. 000-25232 | 10.1 | June 25, 2012 | ||
10.66 | Commercial Lease between Cole of Phoenix AZ, LLC and Apollo Group, Inc., dated March 24, 2011 | 8-K | No. 000-25232 | 10.2 | March 24, 2011 | ||
21 | List of Subsidiaries | 10-K | No. 000-25232 | 21 | October 22, 2013 | ||
23.1 | Consent of Independent Registered Public Accounting Firm | 10-K | No. 000-25232 | 23.1 | October 22, 2013 | ||
31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | No. 000-25232 | 31.1 | October 22, 2013 | ||
31.2 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | No. 000-25232 | 31.2 | October 22, 2013 | ||
31.3 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||
31.4 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | No. 000-25232 | 32.1 | October 22, 2013 | ||
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | No. 000-25232 | 32.2 | October 22, 2013 | ||
101.INS | XBRL Instance Document | 10-K | No. 000-25232 | 101.INS | October 22, 2013 | ||
101.SCH | XBRL Taxonomy Extension Schema Document | 10-K | No. 000-25232 | 101.SCH | October 22, 2013 | ||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | 10-K | No. 000-25232 | 101.CAL | October 22, 2013 | ||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | 10-K | No. 000-25232 | 101.DEF | October 22, 2013 | ||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | 10-K | No. 000-25232 | 101.LAB | October 22, 2013 | ||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | 10-K | No. 000-25232 | 101.PRE | October 22, 2013 | ||
† References in this exhibit index to Apollo Group, Inc. shall be deemed to refer to Apollo Education Group, Inc., formerly known as Apollo Group, Inc.
* Indicates a management contract or compensation plan.
(1) Portions of this exhibit have been omitted pursuant to a request for confidential treatment from the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
APOLLO EDUCATION GROUP, INC. An Arizona Corporation | ||
By: | /s/ Brian L. Swartz | |
Brian L. Swartz Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||
By: | /s/ Gregory J. Iverson | |
Gregory J. Iverson Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | ||
Date: December 18, 2013
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