DEF: Paramount Global Details Strong DTC Profitability Turnaround and Strategic Progress Ahead of Key Shareholder Vote
Proxy Statement
Paramount Global announces its 2025 Annual Meeting, highlighting a significant $1.2 billion improvement in direct-to-consumer profitability, robust subscriber growth for Paramount+, and strong performance across its film and broadcast divisions, while addressing executive transitions and proposed equity plan amendments.
Summary
- Paramount Global's 2025 Annual Meeting of Stockholders is scheduled for Wednesday, July 2, 2025, at 9:00 a.m. EDT, via live webcast.
- National Amusements, Inc., holding approximately 77.4% of Paramount's Class A Common Stock voting power, intends to vote in accordance with the Board's recommendations, assuring the outcome of voting items.
- Direct-to-consumer (DTC) profitability improved by $1.2 billion in 2024, marking two consecutive quarters of profitability.
- Paramount+ added 10 million new subscribers in 2024, reaching 77.5 million, and saw a 33% increase in revenue, achieving the position as the number four global streaming service.
- Pluto TV, the free advertising-supported streaming television (FAST) service, grew 8% in hours watched for the year.
- Paramount Pictures released five number one films at the domestic box office in 2024: 'Mean Girls', 'Bob Marley: One Love', 'IF', 'Smile 2', and 'Sonic the Hedgehog 3'.
- CBS concluded the 2023-2024 season as America's number one broadcast network in primetime for the 16th consecutive season.
- The company's cable portfolio featured four of the top five entertainment series among adults 18-34, with 'Yellowstone' on Paramount Network being the number one entertainment series on cable.
- Nickelodeon delivered the number one series among kids six to eleven with 'SpongeBob'.
- The Board of Directors recommends voting FOR the election of seven nominated directors, FOR the amendment and restatement of the Long-Term Incentive Plan to increase authorized shares, and FOR the amendment and restatement of the 2015 Equity Plan for Outside Directors to extend its term.
- The Board recommends voting AGAINST a stockholder proposal requesting a report on potential risks associated with omitting viewpoint and ideology from the equal employment opportunity (EEO) policy.
- Approximately 81% of the Co-Chief Executive Officers' (Co-CEOs) total target compensation and 80% for other Named Executive Officers (NEOs) in 2024 was 'at risk', tied to financial performance and stock price.
- Adjusted OIBDA for 2024 was $3.18 billion (target $3.1 billion), Free Cash Flow was $560 million (target $250 million), DTC OIBDA was $(413) million (target $(837) million), and DTC Revenue was $7.82 billion (target $7.8 billion).
- All tranches of the 2021 Performance Share Units (PSUs) were forfeited due to below-threshold relative total shareholder return (rTSR) performance against the S&P 500 index.
- The company achieved $500 million in annual run-rate cost savings and generated net operating cash flow of $752 million, a significant improvement from 2023.
- The document references pending 'Transactions' pursuant to a definitive agreement dated July 7, 2024, with Skydance Media, LLC, which would constitute a change in control of Paramount.
Sentiment
Score: 7
Explanation: The document presents a largely positive outlook, emphasizing significant improvements in direct-to-consumer profitability, strong subscriber growth, and effective cost management. Operational highlights across film and broadcast divisions are also strong. However, the negative net income, past underperformance in relative total shareholder return (leading to PSU forfeitures), and the ongoing uncertainty surrounding the change of control transaction temper the overall sentiment. The stockholder proposal regarding EEO policy also introduces a minor negative element.
Positives
- Direct-to-consumer profitability improved by $1.2 billion in 2024, reflecting two consecutive quarters of profitability.
- Paramount+ added 10 million new subscribers, reaching 77.5 million, and delivered a 33% increase in revenue, achieving the position as the number four global streaming service.
- Pluto TV grew 8% in hours watched for the year, demonstrating continued strength in free advertising-supported streaming.
- Paramount Pictures had five number one films at the domestic box office, indicating strong content creation and theatrical performance.
- CBS finished the 2023-2024 season as America's number one broadcast network in primetime for the 16th consecutive season, showcasing sustained traditional media strength.
- The cable portfolio provided four of the top five entertainment series among adults 18 to 34, with 'Yellowstone' becoming the number one entertainment series on cable.
- Nickelodeon delivered the number one series among kids six to eleven with 'SpongeBob', highlighting continued success in children's programming.
- The company achieved $500 million in annual run-rate cost savings, demonstrating effective cost management.
- Net operating cash flow of $752 million represents a significant improvement from 2023, indicating stronger cash generation.
- Successfully negotiated and renewed longstanding agreements with key distribution and affiliate partners, ensuring stable revenue streams.
- Optimized asset mix through divestiture of non-core assets, including the sale of its equity interest in Viacom18, which resulted in an attractive financial return.
- Executive compensation programs are designed with a high percentage of 'at risk' pay (81% for Co-CEOs, 80% for other NEOs), strongly linking pay to financial performance and stock price.
- The forfeiture of all 2021 PSU tranches due to below-threshold rTSR performance demonstrates the effectiveness of the pay-for-performance philosophy.
Negatives
- Despite significant improvement, DTC OIBDA remained negative at $(413) million in 2024.
- All tranches of the 2021 Performance Share Units (PSUs) were forfeited due to below-threshold relative total shareholder return (rTSR) performance against the S&P 500 index, indicating underperformance relative to the broader market.
- The ongoing 'Transactions' with Skydance Media, LLC, which constitute a change in control, introduce a period of uncertainty and potential disruption.
- A stockholder proposal highlights alleged political bias and a lawsuit against CBS for alleged anti-white and anti-male employment practices, raising concerns about potential reputational and litigation risks related to the EEO policy.
Risks
- **Cybersecurity Risk**: The Audit Committee oversees the company's information security program and the management of cybersecurity risk, with regular reports from the Chief Technology Officer and Chief Information Security Officer.
- **Compensation Program Risk**: The Compensation Committee monitors risks associated with the design and administration of performance-based compensation programs to ensure they do not encourage unnecessary and excessive risk-taking by employees.
- **Human Capital Resources Risk**: The Compensation Committee reviews risks related to pay equity, management succession planning, and the depth of senior management.
- **Corporate Governance Risk**: The Nominating and Governance Committee oversees risks related to monitoring developments in law and practice with respect to corporate governance processes and reviewing related person transactions.
- **Operational Risks**: The Nominating and Governance Committee reviews business continuity planning, disaster recovery, and crisis management.
- **Reputational Risk**: The Nominating and Governance Committee oversees and monitors significant issues impacting the company's culture and reputation, as well as policies regarding political expenditures and contributions.
- **Litigation Risk (EEO Policy)**: A stockholder proposal highlights potential risks associated with omitting viewpoint and ideology from the EEO policy, citing alleged political bias and a lawsuit against CBS for alleged anti-white and anti-male employment practices.
- **Tax Implications (Section 280G)**: Payments to Named Executive Officers (NEOs) may be subject to excise tax in connection with the change in control (Transactions), requiring mitigation measures.
- **Transaction Risk**: The pending 'Transactions' with Skydance Media, LLC, which constitute a change in control, are subject to regulatory and other customary approvals and introduce potential integration and operational challenges.
Future Outlook
The company aims to continue driving the growth and profitability of its direct-to-consumer streaming services. For 2025, the Short-Term Incentive Plan (STIP) will maintain its mix of quantitative and qualitative performance metrics, with bonuses for STIP eligible employees set at target levels for the portion of 2025 ending on the closing date of the pending Skydance Media 'Transactions'. Long-Term Incentive Plan (LTIP) awards for 2025 will be granted entirely as time-based restricted share units (TRSUs) due to the complexities of setting performance goals amidst the transformative 'Transactions'.
Management Comments
- "Direct-to-consumer profitability improved $1.2 billion in 2024, reflecting two consecutive quarters of profitability and driven by an impressive year at Paramount+, where we added 10 million new subscribers to reach 77.5 million as of year-end, and delivered a 33% increase in revenue." Co-Chief Executive Officers George Cheeks, Chris McCarthy, and Brian Robbins.
- "Paramount+ achieved the position as the number four global streaming service." Co-Chief Executive Officers George Cheeks, Chris McCarthy, and Brian Robbins.
- "CBS finished the 2023-2024 season as Americas number one broadcast network in primetime for the 16th consecutive season." Co-Chief Executive Officers George Cheeks, Chris McCarthy, and Brian Robbins.
- "We believe that those executives with significant responsibility and a greater ability to influence our results should have a significant portion of their total compensation tied directly to business results, and we have continued to shift our executive compensation packages to further emphasize performance-based compensation that is aligned with our business and operational strategy." Compensation Committee.
- "The Co-CEOs provided strategic leadership and management for our Company as we navigated a rapidly evolving industry landscape and the Transactions, in addition to their continued work as business unit heads." Compensation Committee.
- "Mr. Chopra was instrumental to the successful negotiation of the Transactions and in the execution of our DTC streaming strategy that reached its first quarter of profitability during 2024." Compensation Committee.
- "Ms. Phillips leadership regarding the Companys succession planning initiatives helped the Company navigate leadership and organizational changes." Compensation Committee.
- "We are committed to creating a culture of fairness and respect and we have robust policies and practices prohibiting discrimination, including discrimination based on viewpoint and ideology." Board of Directors (in response to stockholder proposal).
Industry Context
Paramount Global's focus on achieving direct-to-consumer profitability and significant cost savings aligns with a broader industry trend where media companies are shifting from a 'subscriber-at-all-costs' growth strategy to prioritizing sustainable profitability in their streaming ventures. The company's success in growing Paramount+ to the number four global streaming service highlights the intense competition in the streaming market, while CBS's continued dominance in broadcast primetime demonstrates the resilience and importance of traditional media assets. The ongoing 'Transactions' with Skydance Media reflect the significant consolidation and strategic realignments occurring across the media and entertainment sector as companies seek scale and diversified revenue streams in a rapidly evolving landscape.
Comparison to Industry Standards
- Paramount+ achieved the position as the number four global streaming service, indicating strong competitive standing against major players like Netflix, Disney+, and Max.
- CBS finished the 2023-2024 season as America's number one broadcast network in primetime for the 16th consecutive season, outperforming other major broadcast networks.
- The 2024 PSU Comparator Group, used for relative total shareholder return (rTSR) comparisons, includes major media and technology companies such as Alphabet Inc., Comcast Corporation, Netflix, Inc., The Walt Disney Company, and Warner Bros. Discovery, Inc., providing a benchmark for executive compensation performance.
- The forfeiture of all 2021 PSU tranches due to below-threshold rTSR performance against the S&P 500 index indicates that the company's stock performance lagged behind a broad market benchmark over the respective performance periods.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President and Chief Executive Officer | Robert M. Bakish | NA (role transitioned to Office of the CEO) | 2024-04-30 | Stepped down from role, transitioned to non-executive Senior Advisor, then employment terminated. |
| Executive Vice President, General Counsel and Secretary | Christa A. DAlimonte | NA | 2024-06-28 | Employment ceased following a release agreement. |
| Co-Chief Executive Officer (and interim principal executive officer) | NA (newly established role) | Chris McCarthy | 2024-05-01 | Board established the Office of the Chief Executive Officer. |
| Co-Chief Executive Officer | NA (newly established role) | George Cheeks | 2024-05-01 | Board established the Office of the Chief Executive Officer. |
| Co-Chief Executive Officer | NA (newly established role) | Brian Robbins | 2024-05-01 | Board established the Office of the Chief Executive Officer. |
| Outside Director | Nicole Seligman | NA | 2024-06-04 | Departed from the Board. |
| Outside Director | Robert N. Klieger | NA | 2024-06-04 | Ceased to be an Outside Director. |
| Outside Director | Dawn Ostroff | NA | 2024-06-04 | Ceased to be an Outside Director. |
| Outside Director | Charles E. Phillips, Jr. | NA | 2024-10-31 | Ceased to be an Outside Director. |
| Director Nominee | NA (new nominee) | Mary Boies | NA | Nominated for election to the Board. |
| Director Nominee | NA (new nominee) | Charles E. Ryan | NA | Nominated for election to the Board. |
| Director Nominee | NA (new nominee) | Roanne Sragow Licht | NA | Nominated for election to the Board. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition and Independence | Despite being a controlled company, Paramount Global maintains a majority of independent directors on its Board and entirely independent Board committees (Audit, Compensation, Nominating and Governance), exceeding Nasdaq listing requirements. | NA | Enhances perceived independence and oversight, potentially improving investor confidence. |
| Director Qualifications and Ownership | Corporate Governance Guidelines require directors to have substantial accomplishments, independent analytical inquiry, practical wisdom, mature judgment, and high ethics. Directors are expected to own shares worth at least five times their annual cash retainer within three years of joining the Board. | NA | Aims to ensure high-caliber directors and align their interests with shareholders. |
| Board and Committee Evaluations | The Board and its Committees conduct annual self-evaluations to assess their effectiveness. | NA | Promotes continuous improvement and accountability in governance practices. |
| Management Succession Planning | The Compensation Committee and Nominating and Governance Committee jointly review management succession planning at least annually. | NA | Ensures continuity of leadership and mitigates key person risk. |
| Long-Term Incentive Plan Amendment | Proposed amendment and restatement of the Long-Term Incentive Plan to increase the number of Class B Common Stock shares authorized for issuance by 9,000,000, from 143,258,647 to 152,258,647 shares. | 2025-07-02 (upon stockholder approval) | Ensures sufficient share reserve for future equity compensation, crucial for attracting and retaining talent, but also implies potential for increased dilution. |
| Outside Directors Equity Plan Amendment | Proposed amendment and restatement of the 2015 Equity Plan for Outside Directors to extend its termination date from the 2025 Annual Meeting to the 2035 Annual Meeting. | 2025-07-02 (upon stockholder approval) | Enables the company to continue providing equity-based compensation to outside directors, aligning their interests with stockholders over a longer term. |
| Clawback Policy | Maintains a clawback policy covering current and former executive officers and other senior executives, allowing for recoupment of incentive compensation in the event of a financial restatement due to material noncompliance. | NA | Enhances accountability and discourages misconduct related to financial reporting. |
| Anti-Hedging and Anti-Pledging Policies | Prohibits employees, including NEOs, from hedging company securities and executive officers/Section 16 officers from pledging company securities or holding them in margin accounts. | NA | Aligns executive interests with long-term shareholder value and reduces potential conflicts of interest. |
| Related Person Transactions Policy | The Board has a written policy for the Nominating and Governance Committee to review and approve related person transactions, ensuring they are in the best interests of the company and stockholders. | NA | Provides a structured process to manage potential conflicts of interest arising from related party dealings. |
Legal Proceedings
- A stockholder proposal requests a report detailing potential risks associated with omitting viewpoint and ideology from the company's Equal Employment Opportunity (EEO) policy, citing alleged political bias.
- The proposal references 'CBS Faces FCC Scrutiny Over Alleged Political Bias'.
- The proposal references 'CBS News calls in DEI expert who mocked black senator as Uncle Tim in wake of Tony Dokoupil scandal'.
- The proposal references 'America First Legal Files Lawsuit Against CBS for Alleged Anti-White and Anti-Male Employment Practices'.
Related Party Transactions
- **National Amusements, Inc. (NAI)**: NAI licenses films from Paramount Pictures for its motion picture theaters. Payments to Paramount for these licenses amounted to approximately $7.2 million in fiscal year 2024. Paramount Pictures also paid NAI approximately $425,000 in fiscal year 2024 for co-op advertising arrangements and other ordinary course transactions. These terms are believed to be comparable to those with unaffiliated companies.
- **GAMCO Investors, Inc. (GAMCO)**: Paramount entered into an agreement with GAMCO in November 1995 for GAMCO to manage certain assets for qualified U.S. pension plans. Paramount paid GAMCO approximately $216,500 for these services in 2024. The terms are believed to be comparable to those obtainable from unrelated parties. Entities affiliated with GAMCO collectively own approximately 11.7% of Paramount's Class A Common Stock.
Stakeholder Impact
- **Shareholders**: Directly impacted by the company's financial performance, executive compensation decisions (including the forfeiture of PSUs due to underperformance), proposed equity plan amendments (potential dilution), and the pending change of control transaction with Skydance Media.
- **Employees**: Affected by the company's compensation philosophy, annual and long-term incentive programs, and the establishment of the Office of the CEO. The 'Transaction Award Program' aims to retain key employees during the change of control. The EEO policy and related concerns raised by a stockholder proposal could impact workplace culture and employee sentiment.
- **Customers/Viewers**: Benefit from the company's strong content production, including number one films, top broadcast and cable series, and the growth of streaming services like Paramount+ and Pluto TV.
- **Suppliers/Partners**: Continued business relationships are supported by the successful negotiation and renewal of longstanding agreements with key distribution and affiliate partners.
- **Creditors**: Positively impacted by the company's strengthened balance sheet, improved net operating cash flow, and efforts to optimize its asset mix. The pledging of shares by National Amusements to its lenders is also noted.
Next Steps
- The 2025 Annual Meeting of Stockholders will be held on July 2, 2025, where shareholders will vote on key proposals.
- Shareholders will vote on the election of seven nominated directors.
- Shareholders will vote on the amendment and restatement of the Long-Term Incentive Plan to increase authorized shares for issuance.
- Shareholders will vote on the amendment and restatement of the 2015 Equity Plan for Outside Directors to extend its term.
- Shareholders will vote on a stockholder proposal regarding the company's EEO policy.
- The pending 'Transactions' with Skydance Media, LLC are subject to regulatory and other customary approvals for consummation.
- The 2025 Short-Term Incentive Plan (STIP) bonuses will be set at target levels for the portion of 2025 ending on the closing date of the 'Transactions', if consummated.
- The 2025 Long-Term Incentive Plan (LTIP) awards will be granted 100% in the form of time-based restricted share units (TRSUs), generally vesting in equal installments on the first three anniversaries of March 1, 2025.
- PricewaterhouseCoopers LLP (PwC) has begun preliminary audit work for fiscal year 2025.
- Stockholders may submit proposals for inclusion in the 2026 Annual Meeting proxy statement by February 2, 2026.
- Stockholders seeking to present proposals directly at the 2026 Annual Meeting must provide advance written notice between March 4, 2026, and April 3, 2026.
Key Dates
| Date | Description |
|---|---|
| 2017-01-09 | Grant date for Robert M. Bakish's stock options. |
| 2017-05-18 | Grant date for Chris McCarthy's stock options. |
| 2017-06-26 | Grant date for Brian Robbins' stock options. |
| 2017-11-20 | Grant date for Robert M. Bakish's stock options. |
| 2018-01-31 | Grant date for Chris McCarthy's and Brian Robbins' stock options. |
| 2018-11-30 | Grant date for Chris McCarthy's, Brian Robbins', and Robert M. Bakish's stock options. |
| 2019-08-13 | Employment agreements entered into with Robert M. Bakish and Christa A. DAlimonte. |
| 2019-12-02 | Employment agreement entered into with Nancy Phillips. |
| 2019-12-04 | Closing of the ViacomCBS Merger. |
| 2019-12-16 | Nancy Phillips received a one-time grant of TRSUs and her 2020 LTIP grant. |
| 2020-06-30 | Employment agreement entered into with Naveen Chopra. |
| 2020-08-10 | Naveen Chopra became Executive Vice President, Chief Financial Officer. |
| 2020-08-24 | Naveen Chopra received two grants of equity compensation. |
| 2020-11-30 | Effective date for 2021 PSU awards, with performance periods beginning December 1, 2020. |
| 2021-01-01 | Nancy Phillips' base salary increased to $787,500. |
| 2022-03-01 | Grant date for 2022 LTIP awards for NEOs. |
| 2022-03-11 | Christa A. DAlimonte entered into a new employment agreement. |
| 2022-04-12 | Nancy Phillips entered into a new employment agreement. |
| 2023-01-01 | Chris McCarthy entered into an employment agreement. |
| 2023-03-01 | Naveen Chopra's target annual cash bonus and equity compensation increase became effective. |
| 2023-06-28 | Naveen Chopra entered into a new employment agreement. |
| 2023-09-01 | George Cheeks entered into an employment agreement. |
| 2023-12-15 | Brian Robbins entered into an employment agreement. |
| 2024-02-21 | Compensation Committee approved 2024 LTIP awards. |
| 2024-02-26 | Initial Form 10-K for the year ended December 31, 2024, was originally filed with the SEC. |
| 2024-03-01 | Effective date for 2024 LTIP awards. |
| 2024-04-29 | Robert M. Bakish stepped down as President and CEO; the Board established the Office of the Chief Executive Officer. |
| 2024-04-30 | Robert M. Bakish's last day as President and Chief Executive Officer. |
| 2024-05-01 | Office of the Chief Executive Officer became effective. |
| 2024-06-04 | Nicole Seligman ceased to be an Outside Director. Ms. Phillips' base salary and target bonus increase became effective. |
| 2024-06-07 | Ms. Phillips employment agreement amendment. |
| 2024-06-12 | Ms. Phillips received a pro-rated TRSU grant. |
| 2024-06-18 | Christa A. DAlimonte entered into a release agreement. |
| 2024-06-28 | Christa A. DAlimonte's employment ceased. |
| 2024-07-07 | Date of the definitive transaction agreement with Skydance Media, LLC. |
| 2024-10-08 | Special LTIP grant to Co-CEOs; employment agreement amendments for Co-CEOs. |
| 2024-10-31 | Robert M. Bakish's employment terminated. Charles E. Phillips, Jr. ceased to be an Outside Director. |
| 2024-11-15 | Ms. Phillips' base salary used for transaction award calculation. |
| 2024-11-30 | End of the four-year performance period for the 2021 PSU tranche. |
| 2024-12-09 | Date for forecasting 2024 STIP bonus. |
| 2024-12-20 | Grant date for accelerated PSUs. |
| 2024-12-31 | Fiscal year-end for 2024 financial statements and compensation data. Date for outstanding equity awards valuation. |
| 2025-02-03 | Grant date for 2025 LTIP awards (TRSUs). |
| 2025-02-15 | Date for beneficial ownership information of Class A and Class B Common Stock. |
| 2025-02-24 | Incremental 2024 STIP bonus amount due to each 2024 FYE NEO was paid. |
| 2025-02-28 | End of performance period for 2022 PSUs (which were forfeited). |
| 2025-03-01 | Annual March 1st vesting dates for 2025 TRSU awards. |
| 2025-03-31 | Date for shares available under the Current Plan and outstanding options/RSUs under all equity plans. |
| 2025-04-28 | Board adopted the Proposed Long-Term Incentive Plan and Amended Director Equity Plan, subject to stockholder approval. |
| 2025-05-05 | Record date for determining holders of Class A Common Stock entitled to notice of and to vote at the Annual Meeting. Also, date for National Amusements' beneficial ownership percentage. |
| 2025-06-23 | Start date for submitting questions in advance of the Annual Meeting (9:00 a.m. EDT). |
| 2025-06-27 | End date for submitting questions in advance of the Annual Meeting (5:00 p.m. EDT). Deadline for 401(k) plan voting instructions. |
| 2025-07-01 | Deadline for Internet or phone proxy votes (11:59 p.m. EDT). |
| 2025-07-02 | Date and time of the 2025 Annual Meeting of Stockholders (9:00 a.m. EDT). |
| 2026-02-02 | Deadline for stockholders to submit proposals for inclusion in the 2026 Annual Meeting proxy statement. |
| 2026-03-04 | Earliest date for stockholders to provide advance written notice for proposals (including director nominations) directly at the 2026 Annual Meeting. |
| 2026-04-03 | Latest date for stockholders to provide advance written notice for proposals (including director nominations) directly at the 2026 Annual Meeting. |
| 2027-02-28 | End of the three-year performance period for 2024 PSUs. |
| 2027-03-31 | End of Chris McCarthy's contract term. |
| 2027-06-04 | End of Nancy Phillips' contract term. |
| 2027-12-14 | End of Brian Robbins' contract term. |
| 2027-12-31 | End of George Cheeks' contract term. |
| 2031-01-01 | The Current Long-Term Incentive Plan expires at midnight on the day prior to the 2031 Annual Meeting of Stockholders. |
| 2035-01-01 | The Amended Equity Plan for Outside Directors will terminate on the date of the Company's 2035 Annual Meeting of Stockholders. |
Recommendation
holdKeywords
Paramount Global, Media, Entertainment, Streaming, Paramount+, CBS, Paramount Pictures, Corporate Governance, Executive Compensation, SEC Filing, Proxy Statement, Risk Management, Shareholder Meeting, Skydance Media, National Amusements, Direct-to-Consumer, Financial Performance, OIBDA, Free Cash Flow, Shareholder Return, EEO Policy
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