Cummins Confidential : Accelera – Bonuses Adjusted, Accountability Unexplained

Cummins has discovered a financial instrument considerably more resilient than the hydrogen economy: the executive compensation adjustment. Customers can retreat, forecasts can collapse and restructuring charges can march across the financial statements like a funeral procession. Yet somewhere inside corporate headquarters, the Compensation Committee retains a magnificent little lever marked Try Again. Pull it at the right moment, and an underwhelming performance calculation can emerge wearing a considerably more attractive number.

The arrangement isn’t secret. Cummins describes it openly in its executive compensation disclosures, complete with market conditions, revenue adjustments and committee-approved outcomes. The extraordinary part is how thoroughly the company explains the process of improving performance factors. Its public explanation of accountability for the investment decisions behind Accelera’s commercial difficulties offers considerably less detail.

A fresh Investor Relations announcement on 9 November 2026 provides the personnel connection. Matthew Ruch has returned to corporate financial planning and investor relations, bringing previous Accelera experience with him. Meanwhile, former senior Accelera finance executive Nick Arens has disappeared from the latest published team biographies. Their career histories lead towards a much larger question involving executive rewards, strategic responsibility and the peculiar elasticity of corporate performance calculations.

TCAP examined Accelera’s financial misadventures in its 5 November Bonfire Night investigation. There’s no need to drag the same hydrogen carcass back through the newsroom. This time, we’re following the people, the performance targets and the committee that determines what constitutes success. The money has already been counted. Now we want to know who gets the medals when the bloody scoreboard needs adjusting.


Nick Arens: The Man Behind Accelera’s Financial Machinery

Nick Arens has a professional history that makes him particularly relevant to the accountability question. Cummins says he joined the company in 2012, progressing through corporate development and Power Systems Aftermarket before becoming Finance Director of its emerging Electrified Power business in 2018. That operation eventually developed into Accelera, giving Arens an early position within the financial management of Cummins’ zero-emissions ambitions.

His responsibilities subsequently expanded. As Executive Director, Finance, Accelera and Components Strategy, Arens oversaw accounting practices, budgets, financial controls and costs. He also participated in developing and executing Accelera and Components strategies through their leadership teams. Cummins supplies this information in its own executive biography, presenting the experience as a significant professional achievement.

And significant it certainly was. We’re discussing financial responsibilities inside a business pursuing ambitious new technologies and expensive commercial opportunities. Those responsibilities included the disciplines through which management tests assumptions, allocates resources and monitors performance. When a strategy later requires extensive revision, the financial leadership structure becomes an obvious place to examine how the original decisions took shape.

The biography tells shareholders what Arens did. It says considerably less about how Cummins subsequently evaluated the planning, forecasting and financial oversight that accompanied Accelera’s development. Perhaps those reviews produced valuable lessons and informed later investment controls. The public account, however, celebrates the experience without providing comparable detail about the examination of the decisions.

A company that can describe an executive’s historical responsibilities so precisely ought to have an equally compelling account of what the organisation learned from the results.


From Accelera To The Shareholder Microphone

On 1 April 2025, Cummins announced Arens’ appointment as Executive Director, Investor Relations and Business Analysis & Planning. He would report to Chief Financial Officer Mark Smith, moving into a corporate function closely involved in financial analysis and communication with shareholders.

The appointment followed Accelera’s substantial 2024 restructuring charges. By August 2026, Arens remained in Investor Relations, reporting to James Hopkins following another organisational reshuffle. Cummins continued highlighting his earlier financial and strategic experience within Accelera. Evidently, that history remained an important credential for the corporate finance team.

Experienced executives regularly move between business units. Organisations often benefit when employees bring lessons from difficult commercial periods into new responsibilities. That makes the substance of those lessons particularly interesting. What did Arens’ Accelera experience contribute to corporate financial planning? Which commercial assumptions had proved reliable, and which required reconsideration?

Cummins could offer a fascinating account of how Accelera’s financial leadership experience informed subsequent planning. Instead, its public announcements largely provide the familiar corporate biography: previous responsibilities, professional achievements and the next impressive title. It’s the executive equivalent of a guided museum tour where every exhibit celebrates the architect, but nobody discusses why the roof needed replacing.

The issue extends beyond Arens. Cummins invested substantial sums in developing and restructuring Accelera. Investors have an interest in understanding how the company’s financial management processes evolved as the commercial outlook changed. The career biographies establish who occupied important positions. The accompanying public explanation of strategic accountability remains considerably thinner.


Matthew Ruch: Another Familiar Name Enters Corporate Finance

Cummins’ announcement of 9 November 2026 introduces Matthew Ruch as Executive Director, Investor Relations and Cummins Financial Planning & Analysis. He reports to James Hopkins, whose corporate responsibilities include financial planning, capital management and investor relations.

Ruch joined Cummins in 2016 through its Finance Development Program. His career includes corporate financial planning, Investor Relations, Accelera and Aftermarket finance. His most recent assignment involved supporting strategic initiatives within the Aftermarket business. The new appointment therefore brings an experienced corporate finance employee back into Investor Relations, rather than transferring an incumbent Accelera executive directly from the hydrogen operation.

Cummins includes Accelera among Ruch’s previous assignments without specifying the role’s dates or responsibilities. That leaves an interesting gap in the company’s professional history of a senior finance appointment. What work did he undertake there? Did it involve forecasting, investment assessment, strategic planning or another aspect of the operation? The announcement doesn’t elaborate.

Those questions matter because Cummins actively promotes the breadth of experience its finance executives bring to their positions. Accelera has become an expensive education in changing demand forecasts, commercial incentives and technology adoption. Understanding how that experience informs corporate financial planning would offer shareholders considerably more than another account of somebody’s career progression.

Unfortunately, the personnel announcement has another small mystery to offer.


Nick Arens Disappears From The Roll Call

Cummins’ August and November Investor Relations announcements share exactly the same headline: Cummins Investor Relations Announces Organizational Updates. An admirably economical approach to corporate creativity, although the personnel information differs.

August prominently featured Arens as an executive continuing under Hopkins. November introduces Ruch and omits Arens from the team biographies. Cummins’ separately maintained Investor Relations contact page also lists Ruch without Arens.

The public team presentation has therefore changed, but the announcements leave Arens’ subsequent position unexplained. Has Cummins transferred him internally? Has his reporting structure changed? Does he now perform a different corporate function? Shareholders consulting the available announcements receive a new name without a corresponding explanation for the missing one.

It’s a modest organisational puzzle, but an appropriate introduction to this investigation. Investor Relations exists to communicate financial and corporate information clearly. Cummins has somehow managed to issue another organisational update without entirely updating the reader on the organisation.

The same company can provide exceptionally detailed compensation calculations, complete with decimal points and adjustments, while offering much less insight into the accountability structures surrounding its most expensive strategic adventures. For that, we need to leave the personnel biographies behind and enter the considerably stranger world of executive performance incentives.


Amy Davis: The Bonus Calculator Gets A Second Opinion

Amy Davis has led Accelera since 2020 and became President of both Accelera and Components in 2023. Her responsibilities cover two businesses with very different commercial characteristics. Components generates substantial profits, and Cummins credits Davis with work on operating margins, integration and restructuring. Her overall performance therefore involves more than the fortunes of the company’s zero-emissions ambitions.

Even with that broader context, the compensation disclosures contain some remarkable arithmetic. Cummins’ 2025 proxy explains that its Hybrid Corporate/Accelera annual incentive programme produced a 120% performance factor for 2024. The calculation incorporated corporate financial results alongside Accelera revenue and strategic objectives.

Cummins’ Talent Management and Compensation Committee subsequently approved 140%. It cited customer-volume changes, supply constraints and changes in government incentives, estimating an adverse revenue effect of $87 million. The Committee considered those conditions outside management’s control and increased the payout factor accordingly.

Davis received a $1,015,000 annual bonus for 2024. That followed the Committee’s adjusted calculation rather than the original 120% result. Cummins presented its reasoning as a fairer reflection of management performance during an unusually difficult commercial period.

Fine. Markets change, governments revise their incentives and customers occasionally discover that their enthusiasm for the hydrogen revolution exceeds their willingness to buy the bloody equipment. Compensation committees exist partly to consider circumstances like those.

But there’s a question lurking beneath the polished language. If the revenue difficulties arose from risks sufficiently severe to justify revising the reward calculation, how had Cummins evaluated those risks when setting its original targets and investment assumptions?

The calculator had one answer. The Committee preferred another. Shareholders deserve to understand what made the second answer the better one.


The Following Year: Another Trip To The Adjustment Counter

The 2025 results produced another round of committee intervention. Cummins reported Accelera revenue of $460 million and an 80% strategic scorecard outcome within the Hybrid Corporate/Accelera annual incentive programme. The complete calculation generated an 80% performance factor.

The Compensation Committee approved 90% instead. Once again, Cummins pointed towards market conditions, particularly slower adoption and changes in customer volumes. It estimated an adverse revenue impact of $45 million and considered an upward adjustment appropriate.

Davis received $667,350 for 2025. That was lower than her previous annual bonus and remained below her full target. Her approved 90% factor also matched the outcome under Cummins’ wider corporate annual incentive programme, while the previous year’s 140% factor had fallen below the wider programme’s 170%.

These comparisons establish an important point about the compensation system. Cummins wasn’t simply increasing Davis’ annual payment regardless of circumstances. It was repeatedly exercising discretion to improve the Accelera-linked performance calculation, even when the resulting payment remained below earlier levels.

That distinction makes the governance issue more interesting. The company applied the same broad reasoning across consecutive years: market adoption and customer behaviour had deteriorated in ways the Committee considered beyond management’s control. Each time, the original formula delivered a lower figure than the approved result.

At what point does an external surprise become an anticipated commercial risk? How frequently can the same category of uncertainty justify a revised performance outcome before investors begin questioning the assumptions behind the target itself?

A business cannot control every customer decision. It can, however, control how it tests market forecasts before committing capital. Shareholders should be able to distinguish a genuinely exceptional shock from a commercial assumption that proved rather too optimistic.

Otherwise, performance management starts resembling a driving examination where the examiner changes the speed limit after the candidate has demolished the fucking lamppost.


Fifty Becomes One Hundred And Ten

The long-term incentive arrangements provide the most striking evidence in this investigation.

For the 2023–2025 performance cycle, Cummins operated a Hybrid Corporate/Accelera programme using corporate return on invested capital and cumulative Accelera revenue. The company assigned those measures weights of 30% and 70%, respectively. Corporate return on invested capital performed strongly, reaching an adjusted 17.45% against a 15% target. That produced a 150% factor for the corporate component.

Accelera’s revenue delivered a much less impressive result. The business generated approximately $1.228 billion over three years, against a target of $1.5 billion. That placed performance only slightly above the programme’s $1.2 billion minimum threshold.

Taken together, the financial measures produced a calculated performance-share factor of 50% of target.

The Compensation Committee subsequently approved 110%.

There it is. Fifty becomes one hundred and ten, with the assistance of a corporate judgement sufficiently powerful to make a struggling hydrogen business look positively energetic on the compensation scoreboard.

Cummins attributed the change to weaker market adoption, government-incentive developments and other external circumstances. It estimated that these factors adversely affected cumulative Accelera revenue by $273 million. The Committee applied the revised factor to participants in the Hybrid Corporate/Accelera programme, and the result remained below the wider corporate programme’s 160%.

Yet the sheer scale of the intervention deserves scrutiny. A performance calculation that originally produced half of target ultimately generated an award above target. The company disclosed the change and supplied its reasoning. The unanswered question concerns how that reasoning connects with management’s responsibility for identifying and assessing the market risks underlying the original financial ambitions.


The Share Arithmetic: What The Adjustment Was Worth

The performance-share figures give the Committee’s decision a much more tangible meaning.

Davis had a target award of 4,710 performance shares for the relevant cycle. Under the calculated 50% factor, she would have earned 2,355 shares. The approved 110% factor instead produced 5,181 shares, an increase of 2,826 shares compared with the original calculation.

Cummins valued the complete approved award at approximately $2.645 million, using its disclosed year-end share price of $510.45. On the same basis, the additional 2,826 shares represented approximately $1.44 million in value compared with the unadjusted result.

That’s the financial significance of the Committee’s intervention. The $1.44 million represents the difference between the two possible performance-share outcomes. The full approved award remains the 5,181 shares disclosed in the proxy.

The distinction between an original performance calculation and an adjusted award is fundamental to this story. Cummins’ own compensation framework allowed the Committee to consider external conditions, and the company recorded its decision. The criticism concerns the degree of discretion and the relationship between that discretion and strategic responsibility.

If management can receive an improved outcome because market adoption disappoints, shareholders should understand how the company assessed the assumptions that preceded the disappointment. Financial targets are supposed to create a meaningful connection between expectations and achievement. That connection becomes harder to interpret when the final result moves so dramatically.

Somewhere between the commercial forecast and the compensation award, the scoreboard acquired an entirely new fucking personality.


The Special Equity Awards: Another Two Million In Target Value

The ordinary annual-bonus and long-term performance-share arrangements weren’t the entire compensation story.

Cummins’ proxy statements also disclose special performance-based restricted stock-unit awards for Davis with a combined target value of $2 million. The programme covered 2024 and 2025 through separate $1 million target-value tranches. Cummins designed these awards to retain senior executives and reward progress against important strategic objectives.

The 2024 milestones covered improvements in Accelera’s financial performance, product launches and operational objectives. Cummins reports that Davis satisfied the required conditions, allowing the first tranche to vest in full on 19 February 2025.

For 2025, the objectives included financial performance across Accelera and Components, safety, risk management, growth initiatives and leadership. The Chief Executive Officer recommended that Davis had satisfied the conditions. The Compensation Committee agreed, and she earned the second tranche in full on 19 February 2026.

The $2 million represents the awards’ combined target value, while the final accounting values reflect the applicable equity-award arrangements. Cummins’ 2026 proxy reports approximately $1.486 million in grant-date fair value for Davis’ 2025 special award. Other executives also participated in comparable retention and performance programmes, including Jenny Bush and Bonnie Fetch.

Executive retention programmes can serve legitimate business purposes, especially during periods of strategic change. But they also increase the importance of clear performance standards. A company can report that an executive satisfied every milestone while leaving shareholders with only a broad description of the measures the board used.

The awards are particularly relevant because they concern the same period in which Accelera’s business assumptions required extensive revision. Cummins assessed the milestones positively. The more interesting question is how that assessment reflected the original strategic expectations and the subsequent commercial realities.


The Marking Scheme Behind The Medals

Cummins supplies the broad categories of Davis’ special equity objectives. It explains who assessed them and confirms that the relevant decision-makers approved the outcomes. What shareholders receive in much less detail is the precise relationship between the original milestones and the results that satisfied them.

How did Cummins evaluate improvements in Accelera’s financial performance? Which operational measures carried the greatest weight? How did Components’ stronger performance influence the assessment of an executive responsible for both businesses? And when market conditions deteriorated, what changes did management make to the original expectations?

These are material questions when a company awards performance-based equity during a difficult strategic transition. Broad objectives may be entirely appropriate for confidential executive assessments, but the resulting disclosures offer limited insight into the standards behind the decisions.

The arrangement resembles a school where the headteacher proudly announces that every student has met the special objectives. Excellent news, congratulations all round, somebody bring the fucking bunting. The parents, meanwhile, receive the marks without seeing much of the examination.

Investors don’t need every confidential management discussion. They do need sufficient information to judge how effectively the board connects strategic achievement with executive rewards. Cummins has explained the approvals. The basis for assessing the underlying milestones deserves comparable attention.


The Restructuring Charges That Left The Compensation Calculation

There’s another corner of Cummins’ incentive machinery worth examining. It concerns the financial charges arising from Accelera’s restructuring and the way the company treated those costs within performance calculations.

For 2024, Cummins excluded $312 million in Accelera reorganisation costs from relevant adjusted incentive measures. The following year’s calculations excluded $412 million in net exceptional costs from adjusted EBITDA. That figure comprised $458 million of Accelera-related charges, partly offset by other unanticipated benefits.

Cummins also excluded the specified $312 million and $458 million charges from relevant 2023–2025 long-term incentive calculations. The company applied adjustments to some exceptional gains as well, including benefits connected with the Atmus divestiture.

This approach follows a familiar financial principle. Companies often separate unusual transactions from underlying operating performance, particularly when such items would distort comparisons between periods. The restructuring costs remained in Cummins’ financial reporting, while the incentive calculations used adjusted measures for particular purposes.

But the distinction creates an obvious governance tension. A charge can be exceptional for accounting purposes while representing the consequences of earlier investment decisions. Shareholders still experience those consequences, irrespective of the measures used to calculate executive compensation.

Removing a restructuring expense from an incentive formula changes how the company measures performance for that award. It leaves a separate question about how the organisation evaluates the original decision that eventually produced the expense.


Adjusted Earnings, Unadjusted Consequences

Imagine approving a substantial investment based on ambitious commercial forecasts. The market subsequently develops more slowly than expected, the company restructures and substantial costs enter the accounts. Management then uses an adjusted performance measure that excludes some of those exceptional charges when determining rewards.

Each step can follow established corporate procedures. The unanswered issue concerns how the board evaluates the quality of the original decisions across that sequence.

Did management adequately test the demand forecasts? Were the investment assumptions sufficiently sensitive to changes in government incentives? How did the financial leadership assess customer readiness and commercial exposure? Which conclusions informed subsequent spending decisions?

Those questions concern the management of risk, not merely the accounting classification of restructuring expenses. Cummins may have examined them through internal reviews, board discussions and revised investment controls. Its public compensation disclosures focus more closely on the methodology for calculating rewards.

That’s where the company leaves shareholders peering through the accounting window. They can see the adjustment, understand the calculation and identify the committee responsible for approving it. The assessment of the original strategic judgement remains considerably harder to reconstruct.

The corporate spreadsheet may have removed the exceptional charge from the incentive formula. Unfortunately, reality has declined to participate in the same exercise. The bills still exist, the investment decisions still happened and somebody still has to explain what the organisation learned from the whole bloody adventure.


One Cummins: A Bigger Umbrella For Everybody

Cummins has also changed the structure of its executive incentive programmes. For the 2025–2027 long-term award cycle, the company moved Accelera participants into a common corporate programme instead of continuing the separate Hybrid Corporate/Accelera arrangement. Earlier awards retained their existing terms, preserving the framework that applied when Cummins originally granted them.

The 2026 proxy explains another development. Cummins planned to incorporate Accelera participants into its core company-wide short- and long-term incentive programmes for 2026. That would replace the separate Accelera-specific measures for new awards with a broader approach based on corporate performance.

Cummins presents the change as an opportunity to simplify compensation and align employees with the wider enterprise. There is a sensible argument behind that approach. Senior executives should care about the company’s overall success, particularly when businesses share resources, technologies and strategic objectives.

But the arrangement creates a delicious little contrast. Accelera continues to report its own segment results, allowing shareholders to identify its commercial performance separately. The compensation arrangements, meanwhile, increasingly draw participants into a larger system where the wider company’s success influences the rewards.

One part of the corporate paperwork maintains separate accounts. Another brings the participants beneath the same generous umbrella.


When Everybody Shares The Roof, Who Fixes The Leaks?

The change raises an important question about segment-level accountability. How does Cummins ensure that management evaluations continue to reflect decisions made within Accelera when broader corporate performance plays a greater role in determining incentives?

The company may address those questions through internal performance reviews, financial planning processes and board-level assessments. But its public compensation disclosures offer limited detail about how those mechanisms preserve responsibility for individual business decisions.

Consider the practical problem. One division can perform strongly while another struggles with changing market conditions and revised commercial assumptions. A common incentive programme may reasonably reflect the strength of the combined enterprise. But investors still need confidence that management assesses each operation’s strategic decisions on their own merits.

Cummins has made Accelera’s results visible through separate segment reporting. Shareholders can identify the financial outcomes without rummaging through the performance of unrelated businesses. It would be helpful to understand how the compensation and accountability arrangements maintain the same clarity.

Everybody may live beneath the same corporate roof, but somebody still has to answer when the fucking hydrogen extension starts leaking through the ceiling.


Cummins Already Knows How To Write An Accountability Condition

One of the more revealing details in Cummins’ 2026 proxy concerns a completely different corporate problem.

For its 2025 annual-bonus programme, the Compensation Committee retained the ability to reduce otherwise-earned executive bonuses by up to 15% if management failed to make satisfactory progress towards compliance with the company’s emissions-related regulatory settlement agreements.

Cummins subsequently determined that the required progress warranted no reduction. Nevertheless, the provision demonstrates an important governance principle. The company can identify a significant corporate risk and connect management’s response to a specific compensation consequence.

That mechanism concerned emissions compliance rather than Accelera’s commercial strategy. Yet it offers an instructive comparison between different forms of accountability. Cummins knows how to establish a defined condition, measure progress and explain the resulting compensation decision.

The company’s treatment of emissions compliance shows that executive incentives need not depend exclusively on headline financial performance. Management conduct, strategic execution and progress against significant corporate obligations can also influence rewards.

Which invites a question about Accelera’s original financial assumptions. How did Cummins evaluate the quality of its investment decisions, the credibility of its demand forecasts and the effectiveness of its financial oversight?

The corporation has demonstrated that it can construct explicit accountability mechanisms when it considers them appropriate. Shareholders should understand how the same discipline applies to substantial strategic investments whose original commercial expectations have required extensive revision.


The Other Side Of The Executive Pay Ledger

There’s another figure worth examining before we reach the final verdict. Davis’ total reported compensation declined from approximately $7.97 million in 2024 to $6.42 million in 2025. Her wider responsibilities also included the profitable Components business, and the company awarded lower annual bonuses for the second year.

That context makes the actual adjustments more interesting, rather than less. Cummins reduced the overall remuneration reported for Davis while simultaneously exercising discretion to improve particular performance outcomes. The company recognised changing business conditions, evaluated management’s wider responsibilities and adjusted the relevant calculations.

For 2024, the annual performance factor moved from 120% to 140%. The following year, 80% became 90%. The long-term performance-share calculation produced 50%, while the Committee approved 110%. Two special equity tranches with a combined $2 million target value also reached their performance milestones and vested in full.

These are concrete decisions recorded in Cummins’ own disclosures. They establish a pattern of favourable interventions in specific incentive outcomes, supported by explanations involving market conditions and management performance.

The deeper issue is the relative visibility of those explanations. Cummins provides substantial detail about how the board calculated executive rewards. Its public account of the assessment of earlier strategic assumptions, investment choices and individual financial-oversight responsibilities is considerably less developed.

The difference matters because compensation decisions are among the clearest signals a board sends about what it values. They communicate which achievements deserve recognition, which circumstances warrant discretion and how management performance connects with commercial results.

When a board repeatedly revises an incentive calculation, investors have every reason to examine the standards governing that judgement. It is their capital, their investment risk and ultimately their corporate governance system.


Accelera Accountability: Bonuses Adjusted, Questions Outstanding

The material tells an intriguing story about the workings of Cummins’ executive management machinery.

Nick Arens held significant financial and strategic responsibilities within Accelera before moving into corporate Investor Relations. Matthew Ruch has returned to the same corporate function with previous Accelera experience on his professional record. Cummins’ latest personnel announcement introduces one executive while leaving the earlier team member’s current position unexplained.

Above those career movements sits a compensation system that has repeatedly used discretion to improve Accelera-linked performance outcomes. The board increased annual-bonus factors in consecutive years, lifted a long-term performance-share factor from 50% to 110%, and approved special equity awards after assessing strategic milestones.

Cummins has documented those decisions. The company has also explained its view of the adverse market conditions that informed the adjustments. Shareholders can therefore examine the financial calculations, identify the decision-makers and evaluate the stated reasons.

What remains less clear is how the board assessed responsibility for the strategic assumptions that preceded Accelera’s financial difficulties.

Who examined the original market forecasts? How did the company evaluate investment proposals against uncertainty surrounding hydrogen demand and government incentives? What changes emerged from those assessments? And how did those lessons influence subsequent management responsibilities, financial controls and executive incentives?

These questions reach the heart of corporate stewardship. A successful industrial company must sometimes accept commercial setbacks, retain experienced employees and adapt its strategy. Good governance means learning from those experiences and demonstrating that the decision-making process has improved.

Cummins has been particularly forthcoming about the mathematics of adjusting management rewards. The accountability processes surrounding the decisions that made those adjustments necessary deserve the same attention.

There’s an extraordinary amount of precision in the compensation figures. Percentages, revenue adjustments, target shares and committee determinations all occupy their proper places in the corporate paperwork. Everything appears meticulously measured, documented and explained.

Except, perhaps, the one thing shareholders might most want to measure: the quality of the original judgement.

Cummins has accounted for the financial consequences and explained how executive rewards were adjusted. Whether it has adequately explained the accountability behind those decisions remains another fucking question entirely.

Lee Thompson – Founder, The Cummins Accountability Project


Sources

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