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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
_________________________________
 FORM 8-K
_________________________________
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2025
____________________
PEGASYSTEMS INC.
(Exact name of Registrant as specified in its charter)
_________________________________
Massachusetts
1-11859
04-2787865
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
225 Wyman Street, Waltham, MA 02451
(Address of principal executive offices, including zip code)

(617) 374-9600
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, $.01 par value per share PEGA NASDAQ Global Select Market
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                         
                                                Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 22, 2025, Pegasystems Inc. issued a press release announcing its financial results for the first quarter of 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
The information in this Item 2.02 and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
99.1
104
Cover Page Interactive Data File (formatted as Inline XBRL)




SIGNATURE

Pursuant to the requirements 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.
Pegasystems Inc.
Dated: April 22, 2025 By: /s/ KENNETH STILLWELL
Kenneth Stillwell
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)


EX-99.1 2 q12025_ex-991.htm EX-99.1 Document
EXHIBIT 99.1
q42019pegalogoa.jpg
Pega GenAI Powers Accelerated Q1 2025 Results
•Operating cash flow grows to $204 million and free cash flow grows to $202 million in Q1 2025
•Annual Contract Value (ACV) growth exceeds 13% year over year
•Pega Cloud ACV grows 23% year over year
•Backlog grows 21% year over year

WALTHAM, Mass. — April 22, 2025 — Pegasystems Inc. (NASDAQ: PEGA), the Enterprise Transformation Company ™, released its financial results for the first quarter of 2025.
“Pega GenAI has dramatically transformed how we engage with our clients,” said Alan Trefler, Pega founder and CEO. “Pega solutions and our approach to AI enables clients to accelerate progress in reaching their digital and legacy transformation goals.”
“We accelerated ACV growth and delivered record free cash flow in Q1 2025, reflecting the benefits of the subscription model,” said Pega COO & CFO Ken Stillwell. “Operating as a Rule of 40 company allows us to focus on accelerating profitable growth while thoughtfully returning capital to shareholders.”
Financial and performance metrics (1)
chart-c33b871439c84eb797ba.jpg
Reconciliation of ACV and Constant Currency ACV
(in millions, except percentages) March 31, 2024 March 31, 2025
1-Year Change
ACV $ 1,273 $ 1,445 13  %
Impact of changes in foreign exchange rates —  (0.7)
Constant currency ACV
$ 1,273 $ 1,445 13  %
Note: Constant currency ACV is calculated by applying the March 31, 2024 foreign exchange rates to current period shown.
1 Refer to the schedules at the end of this release for additional information, including a reconciliation of GAAP and non-GAAP measures.
1

EXHIBIT 99.1
(continued)

Cash Flow Growth
chart-7a379944eba54de0881a.jpgchart-3aed5e4c417f4c31be6a.jpg
(Dollars in thousands,
except per share amounts)
Three Months Ended
March 31,
2025 2024 Change
Total revenue $ 475,633  $ 330,147  44  %
Net income (loss) - GAAP $ 85,422  $ (12,124) *
Net income - non-GAAP $ 140,542  $ 42,154  233  %
Diluted earnings (loss) per share - GAAP $ 0.91  $ (0.14) *
Diluted earnings per share - non-GAAP $ 1.53  $ 0.48  219  %
* Not meaningful
(Dollars in thousands) Three Months Ended
March 31,
Change
2025 2024
Pega Cloud $ 151,123  32  % $ 130,902  40  % $ 20,221  15  %
Maintenance 76,368  16  % 81,001  24  % (4,633) (6) %
Subscription services 227,491  48  % 211,903  64  % 15,588  %
Subscription license 186,555  39  % 63,338  19  % 123,217  195  %
Subscription 414,046  87  % 275,241  83  % 138,805  50  %
Consulting 60,421  13  % 54,047  17  % 6,374  12  %
Perpetual license 1,166  —  % 859  —  % 307  36  %
Total revenue
$ 475,633  100  % $ 330,147  100  % $ 145,486  44  %

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Quarterly conference call
A conference call and audio-only webcast will be conducted at 8:00 a.m. EDT on Wednesday, April 23, 2025.
Members of the public and investors are invited to join the call and participate in the question and answer session by dialing 1 (800) 715-9871 (domestic) or 1 (646) 307-1963 (international) and using Conference ID 5846616, or via https://events.q4inc.com/attendee/866591284 by logging onto www.pega.com at least five minutes prior to the event's broadcast and clicking on the webcast icon in the Investors section.
Discussion of non-GAAP financial measures
Our non-GAAP financial measures should only be read in conjunction with our consolidated financial statements prepared in accordance with GAAP. We believe that these measures help investors understand our core operating results and prospects, which is consistent with how management measures and forecasts our performance without the effect of often one-time charges and other items outside our normal operations. Management uses these measures to assess the performance of the company's operations and establish operational goals and incentives. They are not a substitute for financial measures prepared under U.S. GAAP. Refer to the schedules at the end of this release for additional information, including a reconciliation of GAAP and non-GAAP measures.
Forward-looking statements
Certain statements in this press release may be "forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.
Words such as expects, anticipates, intends, plans, believes, will, could, should, estimates, may, targets, strategies, intends to, projects, forecasts, guidance, likely, and usually or variations of such words and other similar expressions identify forward-looking statements. These statements represent our views only as of the date the statement was made and are based on current expectations and assumptions.
Forward-looking statements deal with future events and are subject to risks and uncertainties that are difficult to predict, including, but not limited to:
•our future financial performance and business plans;
•the adequacy of our liquidity and capital resources;
•the successful execution of investments in artificial intelligence;
•the continued payment of our quarterly dividends;
•the timing of revenue recognition;
•variation in demand for our products and services, including among clients in the public sector;
•reliance on key personnel;
•reliance on third-party service providers, including hosting providers;
•compliance with our debt obligations and covenants;
•foreign currency exchange rates;
•potential legal and financial liabilities, as well as damage to our reputation, due to cyber-attacks;
•security breaches and security flaws;
•our ability to protect our intellectual property rights, costs associated with defending such rights, intellectual property rights claims, and other related claims by third parties against us, including related costs, damages, and other relief that may be granted against us;
•our ongoing litigation with Appian Corp.;
•our client retention rate; and
•management of our growth.
These risks and others that may cause actual results to differ materially from those expressed in such forward-looking statements are described further in Part I of our Annual Report on Form 10-K for the year ended December 31, 2024, and other filings we make with the U.S. Securities and Exchange Commission (“SEC”).
Investors are cautioned not to place undue reliance on such forward-looking statements, and there are no assurances that the results included in such statements will be achieved. Although subsequent events may cause our view to change, except as required by applicable law, we do not undertake and expressly disclaim any obligation to publicly update or revise these forward-looking statements, whether as the result of new information, future events, or otherwise.
Any forward-looking statements in this press release represent our views as of April 22, 2025.
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About Pegasystems
Pega is The Enterprise Transformation CompanyTM that helps organizations Build for Change® with enterprise AI decisioning and workflow automation. Many of the world’s most influential businesses rely on our platform to solve their most pressing challenges, from personalizing engagement to automating service to streamlining operations. Since 1983, we’ve built our scalable and flexible architecture to help enterprises meet today’s customer demands while continuously transforming for tomorrow. For more information on Pega (NASDAQ: PEGA), visit www.pega.com.
Press contact:
Lisa Pintchman
VP, Corporate Communications
lisapintchman.rogers@pega.com
617-866-6022
Twitter: @pega
Investor contact:
Peter Welburn
VP, Corporate Development & Investor Relations
PegaInvestorRelations@pega.com
617-498-8968
All trademarks are the property of their respective owners.
4



PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Three Months Ended
March 31,
2025 2024
Revenue
Subscription services $ 227,491  $ 211,903 
Subscription license 186,555  63,338 
Consulting 60,421  54,047 
Perpetual license 1,166  859 
Total revenue 475,633  330,147 
Cost of revenue
Subscription services 38,128  35,824 
Subscription license 386  643 
Consulting 63,934  58,182 
Perpetual license
Total cost of revenue 102,450  94,658 
Gross profit 373,183  235,489 
Operating expenses
Selling and marketing 138,069  127,695 
Research and development 74,286  72,113 
General and administrative 33,828  23,527 
Litigation settlement, net of recoveries —  32,403 
Restructuring 11  163 
Total operating expenses 246,194  255,901 
Income (loss) from operations 126,989  (20,412)
Foreign currency transaction (loss) (5,325) (3,262)
Interest income 5,335  5,281 
Interest expense (1,027) (1,752)
(Loss) income on capped call transactions (223) 3,299 
Other income, net 561  1,684 
Income (loss) before provision for (benefit from) income taxes 126,310  (15,162)
Provision for (benefit from) income taxes 40,888  (3,038)
Net income (loss) $ 85,422  $ (12,124)
Earnings (loss) per share
Basic $ 0.99  $ (0.14)
Diluted $ 0.91  $ (0.14)
Weighted-average number of common shares outstanding
Basic 85,902  84,266 
Diluted 94,413  84,266 
5


PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31, 2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 231,129  $ 337,103 
Marketable securities 140,607  402,870 
Total cash, cash equivalents, and marketable securities 371,736  739,973 
Accounts receivable, net 202,869  305,468 
Unbilled receivables, net 179,093  173,085 
Other current assets 92,794  115,178 
Total current assets 846,492  1,333,704 
Long-term unbilled receivables, net 98,251  61,407 
Goodwill 81,186  81,113 
Other long-term assets 296,021  292,049 
Total assets $ 1,321,950  $ 1,768,273 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 16,649  $ 6,226 
Accrued expenses 49,875  31,544 
Accrued compensation and related expenses 55,919  138,042 
Deferred revenue 469,298  423,910 
Convertible senior notes, net —  467,470 
Other current liabilities 17,395  18,866 
Total current liabilities 609,136  1,086,058 
Long-term operating lease liabilities 65,117  67,647 
Other long-term liabilities 36,428  29,088 
Total liabilities 710,681  1,182,793 
Total stockholders’ equity 611,269  585,480 
Total liabilities and stockholders’ equity $ 1,321,950  $ 1,768,273 

PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended
March 31,
2025 2024
Net income (loss) $ 85,422  $ (12,124)
Adjustments to reconcile net income (loss) to cash provided by operating activities
Non-cash items 70,409  55,592 
Change in operating assets and liabilities, net 48,397  136,678 
Cash provided by operating activities 204,228  180,146 
Cash provided by (used in) investing activities 261,895  (132,399)
Cash (used in) provided by financing activities (575,986) 17,899 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 3,570  (2,803)
Net (decrease) increase in cash, cash equivalents, and restricted cash (106,293) 62,843 
Cash, cash equivalents, and restricted cash, beginning of period 341,529  232,827 
Cash, cash equivalents, and restricted cash, end of period $ 235,236  $ 295,670 
6


PEGASYSTEMS INC.
RECONCILIATION OF SELECTED GAAP AND NON-GAAP MEASURES
(in thousands, except percentages and per share amounts)
Three Months Ended
March 31,
2025 2024 Change
Net income (loss) - GAAP $ 85,422  $ (12,124) *
Stock-based compensation (1)
41,425  34,781 
Restructuring 11  163 
Legal fees 6,544  1,942 
Litigation settlement, net of recoveries —  32,403 
Amortization of intangible assets 701  964 
Interest on convertible senior notes 394  617 
Capped call transactions 223  (3,299)
Foreign currency transaction loss 5,325  3,262 
Other
(751) (1,628)
Income taxes (2)
1,248  (14,927)
Net income - non-GAAP $ 140,542  $ 42,154  233  %
Diluted earnings (loss) per share - GAAP $ 0.91  $ (0.14) *
non-GAAP adjustments 0.62  0.62 
Diluted earnings per share - non-GAAP $ 1.53  $ 0.48  219  %
Diluted weighted-average number of common shares outstanding - GAAP 94,413  84,266  12  %
Capped call transactions (2,425) — 
Stock-based compensation —  3,094 
Diluted weighted-average number of common shares outstanding - non-GAAP 91,988  87,360  %
* Not meaningful
Our non-GAAP financial measures reflect the following adjustments:
•Stock-based compensation: We have excluded stock-based compensation from our non-GAAP operating expenses and profitability measures. Although stock-based compensation is a key incentive offered to our employees, and we believe such compensation contributed to our revenues recognized during the periods presented and is expected to contribute to our future revenues, we continue to evaluate our business performance, excluding stock-based compensation.
•Restructuring: We have excluded restructuring from our non-GAAP financial measures. Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as these amounts are not representative of our core business operations and ongoing operational performance.
•Legal fees: Legal and related fees arising from proceedings outside the ordinary course of business. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•Litigation settlement, net of recoveries: Cost to settle litigation, net of insurance recoveries, arising from proceedings outside the ordinary course of business. See "Note 20. Commitments And Contingencies" in Item 8 of our Annual Report filed on Form 10-K for the year ended December 31, 2024 and prior filings for further information. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•Amortization of intangible assets: We have excluded the amortization of intangible assets from our non-GAAP operating expenses and profitability measures. Amortization of intangible assets fluctuates in amount and frequency and is significantly affected by the timing and size of acquisitions. Investors should note that intangible assets contributed to our revenues recognized during the periods presented and are expected to contribute to future revenues. Amortization of intangible assets is likely to recur in future periods. We believe excluding these amounts provides a useful comparison of our operational performance in different periods.
7


•Interest on convertible senior notes: In February 2020, we issued convertible senior notes (the “Notes”), due March 1, 2025, in a private placement. The Notes accrued interest at an annual rate of 0.75%, paid semi-annually in arrears on March 1 and September 1. The outstanding Notes were repaid in their entirety at maturity. We believe that excluding the amortization of issuance costs provides a useful comparison of our operational performance in different periods.
•Capped call transactions: We have excluded gains and losses related to our capped call transactions held at fair value under U.S. GAAP. The capped call transactions were expected to reduce common stock dilution and/or offset any potential cash payments we must make, other than for principal and interest, upon conversion of the Notes. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•Foreign currency transaction loss: We have excluded foreign currency transaction gains and losses from our non-GAAP profitability measures. Foreign currency transaction gains and losses fluctuate in amount and frequency and are significantly affected by foreign exchange market rates. Foreign currency transaction gains and losses are likely to recur in future periods. We believe excluding these amounts provides a useful comparison of our operational performance in different periods.
•Other: We have excluded gains and losses from our venture investments. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•Diluted weighted-average number of common shares outstanding:
•Capped call transactions: In periods of GAAP income, the shares calculated by applying the if-converted method related to the Company’s Notes are included in the diluted weighted-average shares outstanding. The capped call transactions were expected to reduce common stock dilution and/or offset any potential cash payments the Company must make, other than for principal and interest, upon conversion of the Notes. We believe that including the expected impact of the capped call transactions in our non-GAAP financial measures provides a useful comparison of our operational performance in different periods.
•Stock-based compensation: In periods of non-GAAP income, we have included the dilutive impact of stock-based compensation in our non-GAAP weighted-average shares. In periods of GAAP loss, these shares would have been excluded from our GAAP results as they would be anti-dilutive for GAAP. We believe including the dilutive effect of stock-based compensation in our non-GAAP financial measures in periods of income is helpful to investors as this provides a useful comparison of our operational performance in different periods
(1) Stock-based compensation:

Three Months Ended
March 31,
(Dollars in thousands)
2025 2024
Cost of revenue $ 7,823  $ 6,572 
Selling and marketing 15,781  13,888 
Research and development 8,385  7,646 
General and administrative 9,436  6,675 
$ 41,425  $ 34,781 
Income tax benefit $ (587) $ (311)
(2) Effective income tax rates:
Three Months Ended
March 31,
2025 2024
GAAP 32  % 20  %
non-GAAP 22  % 22  %
Our GAAP effective income tax rate is subject to significant fluctuations due to several factors, including our stock-based compensation plans, research and development tax credits, and the valuation allowance on our deferred tax assets in the U.S. and U.K. We determine our non-GAAP income tax rate using applicable rates in taxing jurisdictions and assessing certain factors, including historical and forecasted earnings by jurisdiction, discrete items, and ability to realize tax assets. We believe it is beneficial for our management to review our non-GAAP results consistent with our annual plan’s effective income tax rate as established at the beginning of each year, given tax rate volatility.
8


PEGASYSTEMS INC.
RECONCILIATION OF FREE CASH FLOW (1) AND OTHER METRICS
(in thousands, except percentages)

Three Months Ended
March 31,
Change
2025 2024
Cash provided by operating activities $ 204,228  180,146  13  %
Investment in property and equipment (1,880) (604)
Free cash flow (1)
$ 202,348  $ 179,542  13  %
Supplemental information (2)
Legal fees
$ 2,413  $ 2,739 
Restructuring 1,184  3,347 
Interest on convertible senior notes 1,754  1,884 
Income taxes
4,102  8,163 
$ 9,453  $ 16,133 
(1) Our non-GAAP free cash flow is defined as cash provided by operating activities less investment in property and equipment. Investment in property and equipment fluctuates in amount and frequency and is significantly affected by the timing and size of investments in our facilities. We provide information on free cash flow to enable investors to assess our ability to generate cash without incurring additional external financings. This information is not a substitute for financial measures prepared under U.S. GAAP.
(2) The supplemental information discloses items that affect our cash flows and are considered by management not to be representative of our core business operations and ongoing operational performance.
•Legal fees: Legal and related fees arising from proceedings outside the ordinary course of business.
•Restructuring: Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities.
•Interest on convertible senior notes: In February 2020, we issued convertible senior notes (the “Notes”), due March 1, 2025, in a private placement. The Notes accrued interest at an annual rate of 0.75%, payable semi-annually in arrears on March 1 and September 1. The outstanding Notes were repaid in their entirety at maturity.
•Income taxes: Direct income taxes paid net of refunds received.
PEGASYSTEMS INC.
ANNUAL CONTRACT VALUE
(in thousands, except percentages)

Annual contract value (“ACV”) - ACV represents the annualized value of our active contracts as of the measurement date. The contract's total value is divided by its duration in years to calculate ACV. ACV is a performance measure that we believe provides useful information to our management and investors.
March 31, 2025 March 31, 2024 Change
Constant Currency Change
Pega Cloud $ 701,311  $ 570,356  $ 130,955  23  % 23  %
Maintenance
298,422  313,550  (15,128) (5) % (5) %
Subscription services
999,733  883,906  115,827  13  % 13  %
Subscription license
445,677  389,431  56,246  14  % 14  %
$ 1,445,410  $ 1,273,337  $ 172,073  13  % 13  %
9


PEGASYSTEMS INC.
BACKLOG
(in thousands, except percentages)

Remaining performance obligations (“Backlog”) - Expected future revenue from existing non-cancellable contracts:
As of March 31, 2025:
Subscription services Subscription license Perpetual license Consulting Total
Pega Cloud Maintenance
1 year or less
$ 572,341  $ 229,180  $ 33,202  $ 317  $ 45,320  $ 880,360  50  %
1-2 years
331,572  73,500  3,718  —  2,291  411,081  24  %
2-3 years
161,259  37,779  731  —  144  199,913  12  %
Greater than 3 years
185,939  43,939  7,215  —  52  237,145  14  %
$ 1,251,111  $ 384,398  $ 44,866  $ 317  $ 47,807  $ 1,728,499  100  %
% of Total 72  % 22  % % —  % % 100  %
Change since March 31, 2024
$ 259,998  $ 39,238  $ (2,128) $ (2,410) $ 9,059  $ 303,757 
26  % 11  % (5) % (88) % 23  % 21  %
As of March 31, 2024:
Subscription services Subscription license Perpetual license Consulting Total
Pega Cloud Maintenance
1 year or less
$ 461,928  $ 225,598  $ 33,985  $ 2,727  $ 34,716  $ 758,954  53  %
1-2 years
292,787  65,605  10,008  —  1,604  370,004  26  %
2-3 years
149,797  32,307  2,903  —  2,428  187,435  13  %
Greater than 3 years
86,601  21,650  98  —  —  108,349  %
$ 991,113  $ 345,160  $ 46,994  $ 2,727  $ 38,748  $ 1,424,742  100  %
% of Total 70  % 24  % % —  % % 100  %

PEGASYSTEMS INC.
RECONCILIATION OF GAAP BACKLOG AND CONSTANT CURRENCY BACKLOG
(in millions, except percentages)
March 31, 2024 March 31, 2025 1 Year Growth Rate
Backlog - GAAP $ 1,425  $ 1,728  21  %
Impact of changes in foreign exchange rates —  (5)
Constant currency backlog
$ 1,425  $ 1,723  21  %
Note: Constant currency backlog is calculated by applying the March 31, 2024 foreign exchange rates to current period shown.

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