News Column

LCNB CORP - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

August 6, 2014

Forward Looking Statements Certain matters disclosed herein may be deemed to be forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words and their derivatives such as "expects," "anticipates," "believes," "estimates," "plans," "projects," or other statements concerning opinions or judgments of LCNB and its management about future events. Factors that could influence the accuracy of such forward looking statements include, but are not limited to, regulatory policy changes, interest rate fluctuations, loan demand, loan delinquencies and losses, general economic conditions and other risks. Such forward-looking statements represent management's judgment as of the current date. Actual strategies and results in future time periods may differ materially from those currently expected. LCNB disclaims, however, any intent or obligation to update such forward-looking statements. LCNB intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.



Critical Accounting Policies

Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. The allowance is an amount that management believes will be adequate to absorb inherent losses in the loan portfolio, based on evaluations of the collectability of loans and prior loan loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrowers' ability to pay. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of specific and general components. The specific component relates to loans that are classified as doubtful, substandard, or special mention. For such loans an allowance is established when the discounted cash flows or collateral value is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors, which include trends in underperforming loans, trends in the volume and terms of loans, economic trends and conditions, concentrations of credit, trends in the quality of loans, and borrower financial statement exceptions.



Based on its evaluations, management believes that the allowance for loan losses will be adequate to absorb estimated losses inherent in the current loan portfolio.

Acquired Credit Impaired Loans. LCNB accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be measured at their fair values at the acquisition date. Acquired loans are reviewed to determine if there is evidence of deterioration in credit quality since inception and if it is probable that LCNB will be unable to collect all amounts due under the contractual loan agreements. The analysis includes expected prepayments and estimated cash flows including principal and interest payments at the date of acquisition. The amount in excess of the estimated future cash flows is not accreted into earnings. The amount in excess of the estimated future cash flows over the book value of the loan is accreted into interest income over the remaining life of the loan (accretable yield). LCNB records these loans on the acquisition date at their net realizable value. Thus, an allowance for estimated future losses is not established on the acquisition date. Subsequent to the date of acquisition, expected future cash flows on loans acquired are updated and any losses or reductions in estimated cash flows which arise subsequent to the date of acquisition are reflected as a charge through the provision for loan losses. An increase in the expected cash flows adjusts the level of the accretable yield recognized on a prospective basis over the remaining life of the loan. Due to the number, size, and complexity of loans within the acquired loan portfolio, there is always a possibility of inherent undetected losses. 36



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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Accounting for Intangibles. LCNB's intangible assets at June 30, 2014 are composed primarily of goodwill and core deposit intangibles related to the acquisitions of Sycamore during the fourth quarter 2007, First Capital during the first quarter 2013, and ENB during the first quarter 2014. It also includes mortgage servicing rights recorded from sales of mortgage loans to the Federal Home Loan Mortgage Corporation and mortgage servicing rights acquired through the merger with ENB. Goodwill is not subject to amortization, but is reviewed annually for impairment. The core deposit intangible for Sycamore was amortized on a straight line basis over six years. The core deposit intangible for First Capital is being amortized on a straight line basis over nine years and the core deposit intangible for ENB is being amortized on a straight line basis over eight years. Mortgage servicing rights are capitalized by allocating the total cost of loans between mortgage servicing rights and the loans based on their estimated fair values. Capitalized mortgage servicing rights are amortized to loan servicing income in proportion to and over the period of estimated servicing income, subject to periodic review for impairment.



Results of Operations Net income for the three and six months ended June 30, 2014 was $2,611,000 (total basic and diluted earnings per common share of $0.28) and $3,934,000 (total basic and diluted earnings per common share of $0.42), respectively.

This compares to net income of $2,348,000 (total basic and diluted earnings per common share of $0.31 and $0.30, respectively) and $4,076,000 (total basic and diluted earnings per common share of $0.54 and $0.53, respectively) for the same three and six-month periods in 2013. Results for 2013 and 2014 were significantly affected by the completion of a mergers with First Capital Bancshares, Inc. and its subsidiary, Citizens National Bank of Chillicothe, on January 11, 2013 and Eaton National Bank & Trust Co. ("ENB") on January 24, 2014. In addition, 1,642,857 shares of new voting common stock were issued during the fourth quarter 2013. Net interest income for the three and six months ended June 30, 2014 increased $1,646,000 and $3,031,000, respectively, from the comparative periods in 2013 due primarily to the increased volume of average interest earning assets provided from the merger with ENB and by an increase in the net interest margin. The provision for loan losses for the three and six months ended June 30, 2014 was $213,000 and $145,000 greater than the comparable periods in 2013. Net loan charge-offs for the first six months of 2014 and 2013 totaled $530,000 and $202,000, respectively. Non-accrual loans and loans past due 90 days or more and still accruing interest totaled $6,373,000 or 0.92% of total loans at June 30, 2014, compared to $3,211,000 or 0.56% of total loans at December 31, 2013. The increase was predominately due to acquired impaired loans that were classified as non-accrual during the second quarter 2014. Other real estate owned (which includes property acquired through foreclosure or deed-in-lieu of foreclosure and also includes property deemed to be in-substance foreclosed) and other repossessed assets increased from $1,463,000 at December 31, 2013 to $1,906,000 at June 30, 2014 primarily due to foreclosures and property obtained through the merger with ENB, partially offset by property sales. Non-interest income for the three-month period in 2014 was $123,000 greater than the comparable period in 2013 and $307,000 less for the six-month period. The three-month period was greater primarily due to increases in trust income and service charges and fees on deposit accounts, partially offset by a decrease in gains from sales of investment securities and mortgage loans. For the six-month period, increases in trust income and service charges and fees on deposit accounts were more than offset by decreased gains from sales of investment securities and mortgage loans. The increases in service charges and fees were primarily due to a greater number of deposit accounts resulting from the merger. The increase in trust income was due to growth in the fair value of trust assets serviced and to fee adjustments. The decreases in gains from sales of investment securities and mortgage loans were due to lower sales volumes during the 2014 period. Non-interest expense for the three and six months ended June 30, 2014 was $1,276,000 and $2,857,000 greater than the comparable periods in 2013. Salaries and employee benefits, as well as a variety of other expense items, increased significantly due to the increased number of employees and offices resulting from the merger with ENB. Also contributing to the increase in non-interest expense was an increase in other real estate owned expenses. 37



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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Net Interest Income Three Months Ended June 30, 2014 vs. 2013 LCNB's primary source of earnings is net interest income, which is the difference between earnings from loans and other investments and interest paid on deposits and other liabilities. The following table presents, for the three months ended June 30, 2014 and 2013, average balances for interest-earning assets and interest-bearing liabilities, the income or expense related to each item, and the resulting average yields earned or rates paid. Three Months Ended June 30, 2014 2013 Average Interest Average Average Interest Average Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Balance Paid Rate Balance Paid Rate (Dollars in thousands) Loans (1) $ 685,581 8,144 4.76 % $ 550,654 6,816 4.96 % Federal funds sold - - - % - - - % Interest-bearing 11,767 8 0.27 % 8,193 6 0.29 % demand deposits Federal Reserve Bank 2,093 55 10.54 % 1,428 38 10.67 % stock Federal Home Loan 3,638 36 3.97 % 2,854 30 4.22 % Bank stock Investment securities: Taxable 241,181 1,026 1.71 % 205,265 860 1.68 % Non-taxable (2) 100,925 995 3.95 % 102,630 992 3.88 % Total earnings assets 1,045,185 10,264 3.94 % 871,024 8,742 4.03 % Non-earning assets 103,482 86,196 Allowance for loan (3,367 ) (3,413 ) losses Total assets $ 1,145,300$ 953,807 Interest-bearing $ 796,290 814 0.41 % $ 666,348 931 0.56 % deposits Short-term borrowings 13,601 5 0.15 % 13,870 4 0.12 % Long-term debt 11,531 101 3.51 % 12,905 110 3.42 % Total 821,422 920 0.45 % 693,123 1,045 0.60 % interest-bearing liabilities Demand deposits 195,519 159,329 Other liabilities 6,634 6,314 Capital 121,725 95,041 Total liabilities and $ 1,145,300$ 953,807 capital Net interest rate 3.49 % 3.43 % spread (3) Net interest income and net interest margin on a taxable-equivalent basis (4) 9,344 3.59 % 7,697 3.54 % Ratio of interest-earning assets to interest-bearing liabilities 127.24 % 125.67 %



(1) Includes nonaccrual loans, if any.

(2) Income from tax-exempt securities is included in interest income on a

taxable-equivalent basis. Interest income has been divided by a factor

comprised of the complement of the incremental tax rate of 34%.

(3) The net interest spread is the difference between the average rate on total

interest-earning assets and interest-bearing liabilities. (4) The net interest margin is the taxable-equivalent net interest income divided by average interest-earning assets. 38



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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

The following table presents the changes in taxable-equivalent basis interest income and expense for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to volume and rate changes for the three months ended June 30, 2014 as compared to the same period in 2013. Changes not solely attributable to rate or volume have been allocated to volume and rate changes in proportion to the relationship of absolute dollar amounts of the changes in each. Three Months Ended June 30, 2014 vs. 2013 Increase (decrease) due to: Volume Rate Total (In thousands) Interest-earning Assets: Loans $ 1,612 (284 ) 1,328 Federal funds sold - - - Interest-bearing demand deposits 2 - 2 Federal Reserve Bank stock 17 - 17 Federal Home Loan Bank stock 8 (2 ) 6 Investment securities: Taxable 153 13 166 Non-taxable (17 ) 20 3 Total interest income 1,775 (253 ) 1,522 Interest-bearing Liabilities: Deposits 161 (278 ) (117 ) Short-term borrowings - 1 1 Long-term debt (12 ) 3 (9 ) Total interest expense 149 (274 ) (125 ) Net interest income $ 1,626 21 1,647 Net interest income on a fully tax-equivalent basis for the three months ended June 30, 2014 totaled $9,344,000, an increase of $1,647,000 over the comparable period in 2013. Total interest income increased $1,522,000 and total interest expense decreased $125,000.



The increase in total interest income was primarily due to a $174.2 million increase in average total earning assets, slightly offset by a 9 basis point (a basis point equals 0.01%) decrease in the average rate earned on earning assets.

The increase in average interest earning assets was primarily due to interest-earning assets acquired through the merger with ENB. The decrease in the average rate earned reflects a general decrease in market rates.

The decrease in total interest expense was primarily due to a 15 basis point decrease in the average rate paid on interest-bearing liabilities, partially offset by a $128.3 million increase in average interest-bearing liabilities. The increase in average interest-bearing liabilities was primarily due to an increase in average interest-bearing deposits resulting from the merger with ENB. The decrease in the average rate paid on interest-bearing liabilities also reflects a general decrease in market rates. Six Months Ended June 30, 2014 vs. 2013 The following table presents, for the six months ended June 30, 2014 and 2013, average balances for interest-earning assets and interest-bearing liabilities, the income or expense related to each item, and the resulting average yields earned or rates paid. 39



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LCNB CORP. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Six Months Ended June 30, 2014 2013 Average Interest Average Average Interest Average Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Balance Paid Rate Balance Paid Rate (Dollars in thousands) Loans (1) $ 666,663 15,840 4.79 % $ 543,625 13,396 4.97 % Federal funds sold - - - % 1,549 1 0.13 % Interest-bearing 12,824 16 0.25 % 10,665 14 0.26 % demand deposits Federal Reserve Bank 1,849 55 6.00 % 1,267 38 6.05 % stock Federal Home Loan 3,504 73 4.20 % 2,799 60 4.32 % Bank stock Investment securities: Taxable 220,566 1,917 1.75 % 197,053 1,694 1.73 % Non-taxable (2) 99,519 1,974 4.00 % 97,858 1,936 3.99 % Total earnings assets 1,004,925 19,875 3.99 % 854,816 17,139 4.04 % Non-earning assets 106,898 87,614 Allowance for loan (3,369 ) (3,381 ) losses Total assets $ 1,108,454$ 939,049 Interest-bearing $ 766,612 1,623 0.43 % $ 656,205 1,914 0.59 % deposits Short-term borrowings 12,215 8 0.13 % 12,753 7 0.11 % Long-term debt 11,675 204 3.52 % 13,149 222 3.40 % Total 790,502 1,835 0.47 % 682,107 2,143 0.63 % interest-bearing liabilities Demand deposits 190,511 156,193 Other liabilities 6,594 6,556 Capital 120,847 94,193 Total liabilities and $ 1,108,454$ 939,049 capital Net interest rate 3.52 % 3.41 % spread (3) Net interest income and net interest margin on a taxable-equivalent basis (4) 18,040 3.62 % 14,996 3.54 % Ratio of interest-earning assets to interest-bearing liabilities 127.12 % 125.32 %



(1) Includes nonaccrual loans, if any.

(2) Income from tax-exempt securities is included in interest income on a

taxable-equivalent basis. Interest income has been divided by a factor

comprised of the complement of the incremental tax rate of 34%.

(3) The net interest spread is the difference between the average rate on total

interest-earning assets and interest-bearing liabilities.

(4) The net interest margin is the taxable-equivalent net interest income

divided by average interest-earning assets.

The following table presents the changes in taxable-equivalent basis interest income and expense for each major category of interest-earning assets and interest-bearing liabilities and the amount of change attributable to volume and rate changes for the six months ended June 30, 2014 as compared to the same period in 2013. Changes not solely attributable to rate or volume have been allocated to volume and rate changes in proportion to the relationship of absolute dollar amounts of the changes in each. 40



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LCNB CORP. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Six Months Ended June 30, 2014 vs. 2013 Increase (decrease) due to: Volume Rate Total (In thousands) Interest-earning Assets: Loans $ 2,938 (494 ) 2,444 Federal funds sold (1 ) - (1 ) Interest-bearing demand deposits 3 (1 ) 2 Federal Reserve Bank stock 17 - 17 Federal Home Loan Bank stock 15 (2 ) 13 Investment securities: Taxable 204 19 223 Non-taxable 33 5 38 Total interest income 3,209 (473 ) 2,736 Interest-bearing Liabilities: Deposits 288 (579 ) (291 ) Short-term borrowings - 1 1 Long-term debt (26 ) 8 (18 ) Total interest expense 262 (570 ) (308 ) Net interest income $ 2,947 97 3,044 Net interest income on a fully tax-equivalent basis for the six months ended June 30, 2014 totaled $18,040,000, an increase of $3,044,000 over the comparable period in 2013. Total interest income increased $2,736,000 and total interest expense decreased $308,000. The increase in total interest income was primarily due to a $150.1 million increase in average total earning assets, partially offset by a 5 basis point decrease in the average rate earned on earning assets. The increase in average interest earning assets was primarily due to interest-earning assets acquired through the merger with ENB. The decrease in the average rate earned reflects a general decrease in market rates. The decrease in total interest expense was primarily due to a 16 basis point decrease in the average rate paid on interest-bearing liabilities, partially offset by a $108.4 million increase in average interest-bearing liabilities. The increase in average interest-bearing liabilities was primarily due to an increase in average interest-bearing deposits resulting from the merger with ENB. The decrease in the average rate paid on interest-bearing liabilities reflects a general decrease in market rates. Provision and Allowance For Loan Losses The total provision for loan losses is determined based upon management's evaluation as to the amount needed to maintain the allowance for loan losses at a level considered appropriate in relation to the risk of losses inherent in the portfolio. In addition to historic charge-off percentages, factors taken into consideration to determine the adequacy of the allowance for loan losses include the nature, volume, and consistency of the loan portfolio, overall portfolio quality, a review of specific problem loans, and current economic conditions that may affect borrowers' ability to pay. The provision for loan losses for the three and six months ended June 30, 2014 was $255,000 and $336,000, respectively, and $42,000 and $191,000 for the three and six months ended June 30, 2013, respectively. Net charge-offs for the three and six months ended June 30, 2014 were $232,000 and $530,000, respectively, as compared to $20,000 and $202,000 for the same periods in 2013. Included in net charge-offs for the first half of 2014 were two commercial real estate loan charge-offs totaling $291,000. The fair value of loans acquired through the merger with ENB was estimated by discounting at current rates the cash flows expected to be received on ENB's loan portfolio. Since the estimation of cash flows recognized the probability that LCNB would not be able to collect all contractually required principal and interest payments, ENB's allowance for loan losses was not carried forward. 41



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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Non-Interest Income Three Months Ended June 30, 2014 vs. 2013 Total non-interest income for the second quarter 2014 was $123,000 greater than for the second quarter 2013 primarily due to a $119,000 increase in trust income and a $179,000 increase in service charges and fees on deposit accounts, partially offset by a $108,000 decrease in net gains on sales of investment securities and a $66,000 decrease in net gains from sales of mortgage loans. The increase in trust income reflects growth in the fair value of trust assets and fee adjustments that became effective July 1, 2013. The increase in service charges and fees on deposit accounts reflects a greater number of deposit accounts resulting from the merger with ENB. The decreases in gains from sales of investment securities and mortgage loans reflect declines in the volume of investment securities and loans sold. Six Months Ended June 30, 2014 vs. 2013 Total non-interest income for the first half of 2014 was $307,000 less than the comparable amount for the first half of 2014 primarily due to a $699,000 decrease in net gains from sales of investments securities and a $180,000 decrease in net gains from sales of mortgage loans, partially offset by a $199,000 increase in trust income and a $322,000 increase in service charges and fees on deposit accounts. Trust income and service charges and fees on deposit accounts increased for substantially the same reasons mentioned above. Likewise, net gains from sales of investment securities and mortgage loans decreased for substantially the same reasons mentioned above.



Non-Interest Expense

Three Months Ended June 30, 2014 vs. 2013 Non-interest expense for the second quarter 2014 was $1,276,000 greater than for the second quarter 2013 primarily due to a $714,000 increase in salaries and employee benefits and a $611,000 increase in other non-interest expense. The increase in salaries and employee benefits reflects the additional staff needed to operate the five offices LCNB acquired as a result of the merger with ENB. Other non-interest expense increased primarily due to increased costs for contracted services, computer maintenance and supplies, other real estate owned, amortization of ENB's core deposit intangible during 2014, and smaller increases in a number of other accounts. Six Months Ended June 30, 2014 vs. 2013 Non-interest expense for the first half of 2014 was $2,857,000 greater than for the comparable period in 2013 primarily due to a $1,338,000 increase in salaries and employee benefits and a $1,147,000 increase in other non-interest expense.



The increases were for substantially the same reasons mentioned above.

Income Taxes LCNB's effective tax rates for the six months ended June 30, 2014 and 2013 were 23.4% and 24.8%, respectively. The difference between the statutory rate of 34.0% and the effective tax rate is primarily due to tax-exempt interest income from municipal securities and tax-exempt earnings from bank owned life insurance. 42



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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Financial Condition The carrying values of loans, securities available-for-sale, premises and equipment, and deposits were greatly influenced by the merger with ENB. See Note 2 - Acquisition to the Financial Statements for a description of the merger and a summary of the fair values of ENB's assets and liabilities added to LCNB's consolidated balance sheet. Net loans at June 30, 2014 were $117.6 million greater than at December 31, 2013 primarily due to the merger with ENB, which increased LCNB's loan balance by $115.9 million. The remainder of the increase was due to new loan origination. Available for sale investment securities at June 30, 2014 were $69.5 million greater than at December 31, 2013. Included in the increase were $35.9 in investment securities obtained through the ENB merger. The remainder of the increase was due to $76.3 million of new purchases, partially offset by sales, maturities, and calls of investment securities.



Goodwill at June 30, 2014 was $13.5 greater than at December 31, 2013 due to goodwill recorded on the ENB acquisition.

Total deposits at June 30, 2014 was $201.1 million greater than at December 31, 2013. Included in this increase were $165.3 million in new deposits obtained through the merger with ENB. Most of the remaining increase was due to public fund deposits by local government entities. Public fund deposits can be relatively volatile due to seasonal tax collections and the financial needs of the local entities. Shareholders' equity at June 30, 2014 was $3.7 million greater than at December 31, 2014, but total risk-based capital (see Note 9 - Regulatory Capital) was $14.7 million less. In addition, all capital ratios at March 31, 2014 were less than their respective ratios as December 31, 2013. LCNB issued 1,642,857 shares of stock in November 2013, resulting in net proceeds of $26.9 million and increases in capital and capital ratios at year-end 2013. The net proceeds were substantially used to fund the acquisition of ENB in January 2014, decreasing regulatory capital and capital ratios due to additional assets obtained through the merger.



Liquidity

LCNB depends on dividends from the Bank for the majority of its liquid assets, including the cash needed to pay dividends to its shareholders. National banking law limits the amount of dividends the Bank may pay to the sum of retained net income for the current year plus retained net income for the previous two years. Prior approval from the Office of the Comptroller of the Currency, the Bank's primary regulator, is necessary for the Bank to pay dividends in excess of this amount. In addition, dividend payments may not reduce capital levels below minimum regulatory guidelines. Management believes the Bank will be able to pay anticipated dividends to LCNB Corp. without needing to request approval. The Bank is not aware of any reasons why it would not receive such approval. Liquidity is the ability to have funds available at all times to meet the commitments of LCNB. Asset liquidity is provided by cash and assets which are readily marketable or pledgeable or which will mature in the near future. Liquid assets include cash and cash equivalents and securities available for sale.



At

June 30, 2014, LCNB's liquid assets amounted to $346.6 million or 30.1% of total assets. This compares to liquid assets totaling $272.9 million or 29.3% of total assets at December 31, 2013.

Liquidity is also provided by access to core funding sources, primarily core depositors in LCNB's market area. Approximately 82.2% of total deposits at June 30, 2014 were "core" deposits, compared to 83.9% of deposits at December 31, 2013. Core deposits, for this purpose, are defined as total deposits less public funds and certificates of deposit greater than $100,000. The percentage of core deposits to total deposits decreased because of the growth in public fund deposits discussed above in relation to total growth in deposits. Secondary sources of liquidity include LCNB's ability to sell loan participations, borrow funds from the Federal Home Loan Bank, purchase federal funds, issue repurchase agreements, or use a line of credit established with another bank. Management closely monitors the level of liquid assets available to meet ongoing funding needs. It is management's intent to maintain adequate liquidity so that sufficient funds are readily available at a reasonable cost. LCNB experienced no liquidity or operational problems as a result of the current liquidity levels. 43



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