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					GE Capital Commercial Finance




    Private Equity: A Look at a
       Maturing Asset Class

            Chicago GSB Finance Roundtable
                   February 13, 2002


                   Timothy G. Kelly, Senior Vice President
                      GE Capital Commercial Finance
                          Equity Investment Team
                              (312) 441-7650
                      Timothy.Kelly2@GECapital.com
      GE Capital Commercial Finance                       Agenda

Goals:
                              1. GE Capital Commercial
• Provide a broad- based         Finance’s equity investment
  overview of the private        team and portfolio
  equity asset class
                              2. A look at the past decade
• Highlight trends in the
  industry                    3. Private equity today: Why not
• Uncover valuation              so private any more
  games that can
                              4. Valuation and Benchmarking:
  mislead investors
                                 and other impossible feats
Audience:
                              5. Heard on the LP street
• Students
• Practitioners               6. Market predictions

• Investors                                                        2
   GE Capital Commercial Finance        Structure/Players

                                                   LPs
  Manage Co                                  Public/Private
                                             Pensions
                                             Endow/Fdntns
                                             Banks
  GP/Sponsor                                 Families
                                             Insurance
                                             Strategic
                                             Other
      1%
                         NewFund LP
2% Management Fees
1% share of Returns
20% Carried Interest                        99%




   PortCo          PortCo          PortCo     PortCo
                                                              3
GE Capital Commercial Finance   Fund Types




             • Industry Niche
             • Opportunistic
             • Control v. Minority
        • Operators or Financiers



                                             4
                                 Most often heard
 GE Capital Commercial Finance   marketing lines


– Everyone is in the top quartile of returns
– Everyone pays less than others for their deals
– Everyone’s deal flow is proprietary
– No one participates in auctions
– Everyone is more of an “operator”
– Those aren’t Venture deals in our track record,
  their A, B and C rounds that we led in early
  stage “growth equity” deals



                                                    5
GE Capital Commercial Finance




GE Capital’s Private Equity Investment
              Programs




                                         6
                           GE Capital Commercial Finance                                              The Earnings Machine
28 Discrete Businesses
                                                                                                                     Specialized Financing
    Equipment Management


                                                                                                                                               GE
                                                                                                                                              Equity

                              Rail                  Technology     GE                 GE     Aviation
                                                                            Modular Americom Services            Commercial
                            Services                 Services     SeaCo
                                                                             Space                                Finance               Real Estate
                           Penske Truck
                             Leasing                                                                                                     Structured
                                                                                                                                          Finance
                                          Trailer                                                                                          Group
                                         Leasing
                                                                       GE Capital




                                                                                                                                                        Mid-Market Financing
                                         Fleet                                                                                               Vendor
                                        Services
                                                                                                                               Commercial
                                                                                                                               Equipment
                                                                                                                                Financing
                            Employers
                           Reinsurance                       GE                    Auto
                                                                                 Financial    AFS
                           Corporation                    Insurance                          Europe               Mortgage
                                                                                 Services                         Services
                                                           Holdings                                                                         European
                                                                                                                                            Equipment
                                                                                                                                             Finance
                                              Financial                 Global
                                             Guaranty                                             GE Financial
                            Mortgage                                  Consumer       GE Capital                     GE Card     GE Capital
                                             Insurance                                             Assurance
                            Insurance                                  Finance       Australia                      Services     Japan

    Specialty Insurance                                                                  Consumer Services


                                                                                                                                                                               7
GE Capital Commercial Finance   Main Private Equity Areas



                        GE Equity
                        ~$4.5 Billion
                        2/3 Early stage
                        1/3 Later stage buyouts




  GE Asset Management

   ~$5 Billion                                    Commercial Finance
   Diversified
   investments




                                                                   8
       GE Capital Commercial Finance                              CF Portfolios

                 Commercial Finance Equity Programs
  LP Fund Portfolio                                     Co-investment Portfolio

 # Funds:   213              Goal: Leverage CF’s        # Investments: 60
 Committed: ~$1.2 Billion   unique market insights      Invested: ~$137mm
                               to generate above-
                               average economic
                             returns and augment
                             deal flow by investing
                            in top quartile potential
                            fund and passive direct
                                  private equity          Tag-along Portfolio
Public Stock Portfolio            investments.            (Directs with Debt)
# Stocks:   >20                                         # Investments: 133
Exposure:   ~$75mm                                      Invested: ~$125mm

                                “Other” Portfolio

                                # Investments: 18
                                Invested: ~$25mm

                                                                                  9
 GE Capital Commercial Finance   Equity Investment Team

                                          Team Skills Include:

                                              Accounting

                                            Capital markets

                                           Complex financing
                                           and equity capital
                                              structuring

                                            Comprehensive
                                              portfolio
                                             management

                                                Finance

                                                 Legal

                                              Operations
                                             management

                                           Options and other
                                              derivatives

                                            Public securities
                                          issuance and trading

                                             Syndications
Lean team of 10 professionals
                                                                 10
     GE Capital Commercial Finance               Fund Selection Process

                  Rigorous selection process
        Established Teams                    Past Performance

• Length of time that partners have   • Proven skill sets (deal minimums)
  worked together (Continuity)        • 20% net historic returns
• Verifiable track record                – Scrutinize IRRs and Valuations
• Strong deal flow                    • Strong cash on cash returns
• CF insights of team preferred       • Low concentrations, volatility, loss
                                        rates

             Strategy                      Organizational Risk
•   Middle market focus               • Low turnover
•   US, UK, Canada, Western Europe    • Adequate capacity and depth
•   Consistency                       • Considerable GP investment
•   Control orientation
                                      • Adequate succession planning
•   Due diligence rigor
•   Exit strategies
                                                                               11
           GE Capital Commercial Finance                                                     Why We Like the Middle Market

           Middle market appears most attractive place to play




•Plentiful number of potential targets                                             • Best practices and seasoned
 ~7,358 (54% private) w/revenues >$250mm                                             management teams opportunities
 ~9,160 (72% private) w/rev’s $100-$249 mm                                         • Purchase price advantages
 ~40,966 (86% private) w/rev’s $25-$99 mm                                          • Excess Investment Opportunities Versus
 ~74,948 (93% private) w/rev’s $10-$24 mm                                            Capital
  Plus: unknown number of “divisional”                                                  – A recent analysis done by Heller: assuming 65%
   opportunities and take privates                                                        leverage, suggests that there is nearly 4.5x more
                                                                                          equity value in market than has been raised in
•Less efficient auction market
                                                                                          the last 5 years.
* Source: Venture Economics (Securities Data Company)/NVCA; Middle Market Data reflects mean average of pooled returns of small, medium and large funds (smaller   12
than $1 Billion) versus published pooled returns of “mega” buyouts ($1 Billion and greater.
 GE Capital Commercial Finance            Sample Fund Investments

      We “are” the middle market with 200+ funds




*Sample Core Fund investments at 12/01.
                                                                    13
        GE Capital Commercial Finance                                         GP Standards


              What does our “average” GP look like?




*Sample set comprised of all former Heller fund investments through March, 2001 .
                                                                                             14
GE Capital Commercial Finance




 Private Equity Management:
             Past




                                15
     GE Capital Commercial Finance                          LBO Market Growth




                                                                   Operational focus
                                                                   (a/ka back to the
                                                                        basics)

                                          Era of consolidations
                                          and multiple arbitrage
                                          driven by Bull market
          Financial                            momentum
          Leverage
             Era


      1980s                                    1990s                   2000+
Initial concept source: McKinsley & Co.
                                                                                       16
         GE Capital Commercial Finance                     The Private Equity Market

 U.S. Private Equity Fund Commitment Trends 1995 - 2000
                 Commitments trended significantly upward until 2000




Totals         $29,503        $38,263            $55,592   $92,160   $97,305   $153,905
                              +31%               +45%      +66%      +6%       +58%
                                                                               (+422%)
_______________________________________
Source: Private Equity Analyst., January 2001.
                                                                                          17
         GE Capital Commercial Finance                  The Private Equity Market

U.S. Private Equity Fund Commitment Trends 1995 - 2000
                        When the market sounded the wake up call…



                                                 1H01

                               Corp. Fin:        $18b v. $35b (-49%)
                               Venture:          $23b v. $25b (-7%)
                               Mezz:             $2.5b v. $3b (-19%)
                               Other:            $1.0b v. $0.3b (-68%)




Totals        $29,503        $38,263         $55,592     $92,160   $97,305   $153,905
                             +31%            +45%        +66%      +6%       +58%
                                                                             (+422%)
_______________________________________
Source: Private Equity Analyst., January 2001.
                                                                                        18
  GE Capital Commercial Finance     The Private Equity Market

           OCF Purchase Price Multiples 1993-3Q01
        And purchase price multiples have responded in kind…




Source: Heller Financial, Inc.
OCF=EBITDA less Normalized Cap Ex
                                                                19
             GE Capital Commercial Finance                    Fund Draw-down Rates


        But tight capital markets have slowed investment rates

          Vintage Year
           (# of Funds)          Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7          Year 8    Year 9
              1993 (3)             8.0%  32.4%  49.2%  65.9%  81.5%  88.4%  95.9%           104.4%    106.6%
              1994 (6)            18.8%  40.3%  60.0%  79.1%  91.3%  95.1% 102.0%           102.8%
              1995 (7)             5.5%  28.0%  52.3%  70.5%  91.6%  95.1%  95.6%
              1996 (8)            18.9%  44.2%  67.1%  84.0%  86.6%  88.8%
             1997 (10)            10.5%  36.8%  61.8%  78.8%  85.8%
             1998 (11)            13.7%  44.3%  64.8%  75.5%
             1999 (15)            16.1% 42.0%   57.5%
             2000 (19)            15.2% 28.0%
             2001 (11)             9.5%
Aver. Incremental Change          12.9%  23.6%  21.9%  16.7%  11.7%   4.5%   6.0%            5.7%       2.2%
Aver. Cumulative Change           13.5%  37.0%  58.9%  75.6%  87.4%  91.9%  97.8%          103.6%     106.6%

    2001 Incremental Change        9.5%    12.8%   15.5%   10.7%    7.0%    2.2%    0.5%     0.8%      2.2%

       2001 versus Average        -3.4%   -10.8%   -6.4%   -5.9%   -4.7%   -2.3%   -5.5%    -4.9%      0.0%


Source: Heller Financial, Inc.




                                                                                                               20
      GE Capital Commercial Finance                            Fund Portfolio Performance

       More cash available, higher prices, bull market… what bubble?

                            Heller Cumulative Fund Portfolio IRR
        Net IRR        Fund Portfolio Returns 12/31/94 Through 9/30/01           Cash Multiple

                                                                                                 1.8
      0.25                                                     22.4%


       0.2                                                                                       1.6
                                                      16.0%
                                                                        15.1%
                                    13.0%     13.7%
      0.15
                                                                                                 1.4
                                                               1.42x                9.2%
       0.1                 7.3%
                                                                        1.30x
                                                      1.24x                                      1.2
      0.05
                                                                                    1.19x
                                              1.16x
                                    1.12x
        0                  1.06x                                                                 1


     -0.05    0.90x                          Aver. Portfolio Age: ~3 yrs                         0.8

      -0.1                                   Net IRR w/directs: 15.2%
                                                                                                 0.6
     -0.15

                  -19.9%
      -0.2                                                                                       0.4
             Dec-94        Dec-95   Dec-96   Dec-97   Dec-98   Dec-99   Dec-00     Sep-02


*Sample set comprised of all former Heller fund investments through September, 2001 .
                                                                                                       21
     GE Capital Commercial Finance                             Fund Portfolio Performance

     More cash available, higher prices, bull market… what bubble?

                            Heller Cumulative Fund Portfolio IRR
       Net IRR         Fund Portfolio Returns 12/31/94 Through 9/30/01           Cash Multiple

                 Atypical Public Market Effect                                                   1.8
    0.25                                                       22.4%
                   (Venture exposure <15%)
     0.2                                                                                         1.6
                                                      16.0%
                                                                        15.1%
                                    13.0%     13.7%
    0.15
                                                                                                 1.4
                                                               1.42x                9.2%
     0.1                   7.3%
                                                                        1.30x
                                                      1.24x                                      1.2
    0.05
                                                                                    1.19x
                                              1.16x
                                    1.12x
       0               Average capital weighted portfolio age: ~2.9 years
                        1.06x                                                                    1


    -0.05    0.90x                           Aver. Portfolio Age: ~3 yrs                         0.8

     -0.1                                    Net IRR w/directs: 15.2%
                                                                                                 0.6
    -0.15

                  -19.9%
     -0.2                                                                                        0.4
            Dec-94         Dec-95   Dec-96   Dec-97   Dec-98   Dec-99   Dec-00     Sep-01


*Sample set comprised of all former Heller fund investments through September, 2001 .
                                                                                                       22
           GE Capital Commercial Finance                                                      Portfolio Theory

        But private equity always had a low correlation to public markets!?


    Attractive covariance attributes (especially for Buyouts)
         has been a big selling point for the asset class
                     Correlations for Private Equity Buyout Funds
                     Based on Quarterly Returns between 9/74 - 12/99




Source: Venture Economics; Correlations shown based on quarterly data (97 quarters for each
data set shown except for Warburg Pincus data which is based on 56 quarters).




                                                                                                                 23
   GE Capital Commercial Finance


                     Except in poor markets!



But many overlooked Venture’s strengthening correlations!




                                                            24
      GE Capital Commercial Finance   Historic Market Recap

Recap last decade+:
• Record fund raisings chasing attractive returns and low
  public market correlations
• Significant inflow of new GPs
• Rapid rise in average fund size
• Increased acceptance of asset class by leading
  institutional and pension portfolio managers
• But, more recently, significant return turmoil besets
  investors
• Bursting of the return bubble or infusion of market
  wisdom?

                                                              25
      GE Capital Commercial Finance   Historic Market Recap

Recap last decade+:
• Today, portfolio managers (pensions) are faced with several
  common problems:
   – After chasing private equity allocation targets, now over-
     concentrated in asset class due to public market sell-off
   – Lack of IPO market and capital markets limiting exits by GPs
     so LPs are experiencing sever liquidity squeeze
   – GPs forced to write-down holdings in wake of purchase
     multiples and economic conditions both softening




                                                                    26
GE Capital Commercial Finance




 Private Equity Management:
            Today




                                27
   GE Capital Commercial Finance     Public or Private?


• Historically, private portfolio managers were
  purely passive investors

• Today…
  – Higher level quantitative analysis required
  – Portfolio allocations generating heightened scrutiny
  – EMA accounting injects significant “Unrealized value”
    volatility into many LP’s Income Streams
  – Reliance on IPOs for exits requires expanded skills



                                                            28
GE Capital Commercial Finance         Public or Private?


                            Trading
                             Skills

                                         Hedging
                                          Skills




                                              Foreign
                                               Skills




                    Accounting
                      Skills

                                                           29
      GE Capital Commercial Finance         Hedging Overview


• Implied Exposure                    • Direct Exposure
   – GP holds security                   – HFI > 10 securities
   – HFI > 50 securities                 – IPO and Secondary
   – EMA treatment creates                 Lockups
     sensitivity to volatility           – FAS 133 issues
   – GP has obvious conflict             – More robust choice of
     in timing distribution                hedging opportunities
   – Maybe moral but no
     legal barriers to hedging
   – Does GP sell after LPs?



                                                                   30
    GE Capital Commercial Finance                         Managing Implied Volatility
                            Implied Exposures
Case Study
• Implied exposure grows*
     – 1999: ~5 stocks
     – 2000: +40
     – 2000: 18x cost
• Market volatility doubles
• Quarterly P&L stressed




References are to Heller Financial, Inc. fund portfolio
                                                                                    31
       GE Capital Commercial Finance       Managing Implied Volatility




• Between 3/00 and 6/00, Heller’s portfolio fell 36% before recovering to a
  loss of 19%. In September 2000 alone, we experienced a further drop in
  value of 24%.
• Remember, this is a private equity portfolio!
                                                                          32
     GE Capital Commercial Finance       Managing Implied Volatility
                     Implied Exposures
Case Study
• Implied exposure grows             Strategy choices
   – 1999: ~5 stocks                 • Do nothing
   – 2000: +40                       • Buy Puts:
   – 2000: 18x cost
• Market volatility doubles
                                         – $5m min/position
• Quarterly P&L stressed                 – Costly & Continuous
• Desire to smooth income            • Sell Calls: same and
• Desire to protect gains               downside limited, cash
• Must have flexibility re:             only exercise
  settlement method                  • Collar:
                                         – Min. position
                                         – Cash exercise only
                                         – Inflexible/asymmetric
                                     • Swap?
                                                                   33
           GE Capital Commercial Finance                                           Proposed Swap


         Owner of                  Broker pays HFI if portfolio depreciates in value (quarterly “true-up”) $1:$1
      Securities Being
         Shorted
                                     HFI pays Broker if portfolio appreciates in value (quarterly “true-up”) $1:$1
                     Loans
   Paid
                     Shares
  Rebate


                              Notional Value Held as              Generates 90 day
                                collateral for short              LIBOR on Balance
                                      position          Escrow
                                                        Account
      Offshore Broker                                                                       Heller
                                 Pays Rebate to                     Pays Broker
                                    Owner of
                                                         Plus       25 bps p.a.
 Pays                              Borrowed                        to administer
Security       Shorts            Shares (~1.75%                                             Holding rebate and
Notional       Securities             p.a.)                                                LIBOR constant, HF
Value $                                                                                    receives 4.73% p.a.
                                                                                               as incremental
                                                        Flexible                               income (which
                                                                                           fluctuates daily) and
            Market
            Buyer                                      Symmetric                              locks-in gains at
                                                                                            current levels once
                                                       Low Cost                                  executed.


                                                                                                                   34
     GE Capital Commercial Finance    Managing Direct Volatility
                    Direct Exposures
Case Study                       Strategy
• Co-investment goes public • Lockup bars only sales
  at $10 ($6 cost)          • Analyzed alternatives
• 180 day lockup               – Goal: protect gains,
• Start selling at $20                 timing
• Secondary: 180 lockup          • Costless collar (250 days)
• Stock runs to $50 in 3             – Stock: $42
  months                             – Puts: $39 (7%)
• 3 months left to expiration        – Calls: $52 (14%)
  of lockup
                                 • +1 month: Stk @ $12
                                 • Gain: ~$10mm
                                                                35
GE Capital Commercial Finance




 Valuation Methodologies and
         Benchmarking
  (a/k/a Other Ways to Make 2+2=5)




                                     36
  GE Capital Commercial Finance        Benchmarking

This is a nearly impossible asset class to benchmark!

                                     Year closed or funded?
   Just Buyouts or Combination?

                                        Methodology Used?



                                  Not really an IRR!


                                      Best method but reliable?


                                         Be careful!


                                                                  37
   GE Capital Commercial Finance               Improving IRRs

 And even hard to compare on an absolute return basis

Time Weighted Basis:                           Time Zero Basis:
                               A: 20%

                               B: 44%
                               C: 52%

                               D: -12%

                               (A:D)


                       Impact on Cash Flows:

     Time Zero
                                                      Impact
   Time Weighted
                                                                  38
    GE Capital Commercial Finance               Improving IRRs

 Sample: 8 realized deals (6+, 2-), varying hold periods, 2%, 20%




Note: Early, big winners in a portfolio can reverse Time Zero
effect shown above.

                                                                    39
   GE Capital Commercial Finance   Other Valuation Considerations

      And almost everyone uses a different metric

• Net versus Gross
   – Using 2% capitalized management fees and 20%
     carried interest (no organizational expenses):
            ~ Net equals 27% discount to gross
   – Heller uses 29% discount as rule of thumb




   Valuation Methodologies: Some real life examples...


                                                                40
   GE Capital Commercial Finance            Forward IRRs


Stated IRR: Aggregate 62.3% Gross IRR
Portfolio Mix: 4 Realized, 7 Unrealized (~18 months old)
Methodology Employed:
• Applied CAGR assumption to Sales and EBITDA
• Applied assumed Net Funded Debt Paydown
• Applied multiple arbitrage for all 7 unrealized deals on
  exit
• Exits begin +3 years and end ~5 years
• Stated IRR based on DCF of future values on exit


       IRR using TTM methodology: 16.2%


                                                             41
    GE Capital Commercial Finance       Budgeted Values


Stated IRR: Aggregate 32.5% Gross IRR
Portfolio Mix: 4 Realized, 6 Unrealized (~2.5 years old)
Methodology Employed:
• September: meeting GP discloses values based on
  EBITDA levels “As of 6/30”
• November: updated financial performance requested as
  part of due diligence
   – Discover that prior values based on Budgeted YE
      numbers as of 6/30
   – 2 deals showing gains on prior valuation now worth
      zero due to troubled/failed acquisitions
   – 2 deals reflect Budgeted YE data 2 years in the future

        IRR using TTM methodology: 10.6%
                                                              42
     GE Capital Commercial Finance       Multiple Arbitrage


  Stated Deal IRR: 150% Gross IRR
  6/23 Transaction:
     – Control position closed on 6/23; Equity value of
       $47.5mm
     – Full Auction
     – Purchase multiple at close: 7.1x EBITDA
  9/30 Valuation:
     – EBITDA TTM +.5 million
     – Gain shown of $13.5mm
     – Gain largely reflects assumed 2.5x multiple arbitrage

IRR using TTM methodology: 0% (Less than 1 year old)

                                                               43
       GE Capital Commercial Finance              Gross Optimism


             June                                    August
• Company loses major customer               • GP buys bank debt at
• EBITDA drops 65%                             62% of par with buyout
• EBITDA projected to be 25% of prior          capital and delevers
  year level                                   company
• Banks act aggressively



          September                               December
  GP valuation:   Cost                  • GP valuation:75% of cost
                                        • GP notes loss of customer but
                                          reflects strong optimism in future
                                          potential

                                                                         44
     GE Capital Commercial Finance                      Public Stocks

                        Market Inefficient
“Public stock is valued at multiple of revenue based on comparable
market data. The General Partner has determined that the current
stock price does not properly reflect the true value of the company”

                    Market Highly Efficient
Minority position purchased 2/1 at aver. price of $7/sh
Position valued on 3/31 at current price of $12.50/sh
Gain of 78% reflected along with IRR near infinity

                          Data Games

No discounts applied to restricted/partially restricted positions


                                                                        45
   GE Capital Commercial Finance   Closing Valuation Comments

• Do your homework
• Beware the “lemming” factor
• Watch out for the Front Page risk!




        Like the Forbes’ motto says advises:
      “With all they getting, get understanding.”




                                                                46
  GE Capital Commercial Finance




 Heard on the LP Street: General
Market Observations and Predictions




                                  47
        GE Capital Commercial Finance   Heard on the LP Street...

•Strategy migration does not fare
 well (“Style Drift”)
    – Buyout to venture
    – Buyouts into CDOs
    – Domestic to foreign
•Succession planning more critical
•ENRON sending shivers through
 LP market!
•Illiquidity: realizations needed!
•New financial structures being
 tested
    – Traded trust certificates (ex:
       Std. Life)
    – CEOs

                                                                    48
   GE Capital Commercial Finance Collateralized Equity Obligations



  Assets ($500mm):                     Liabilities ($250mm):

 Diversified Portfolio of                Zero Coupon Notes
  Private Equity Funds            (Principal Insured; Small current
                                  pay coupon for some structures)

                                      Equity participation notes

                                       Equity (~6-9x leverage)




+ Cash flow (not periodic)                  - Cash flow


                                                                      49
      GE Capital Commercial Finance     Heard on the LP Street...


•Strategy migration does not fare    • Secondary markets growing
 well (“Style Drift”)                  rapidly
      – Buyout to venture            • Advisory board roles no longer
      – Buyouts into CDOs              “rubber stamp” for GP actions
      – Domestic to foreign             – Valuations
•Succession planning more critical      – Conflicts
•ENRON sending shivers through       • Absence of “venture pyramid”
 LP market!                            placing more emphasis on
•Illiquidity: realizations needed!     portfolio management
•New financial structures being      • Hedging risks more topical
 tested                                 – Public market volatility
      – Traded trust certificates       – Equity method of accounting
      – CEOs                              treatment


                                                                        50
      GE Capital Commercial Finance                    Predictions

                    Don’t quote me… but…
• Over next 3 Years - Market digests “mature” stage of growth cycle
    – consolidation occurs
    – branding more important
    – differentiation grows critical
    – Standardization of financial reporting and accounting
• Over next 5 Years - Market rating system implemented
• Over next 5 Years - Advisory boards begin utilizing outside directors
• Within next 10 Years - Retail products materialize
    – Exchange traded fund securities
    – Options on funds?



                                                                          51
GE Capital Commercial Finance




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