This discussion and analysis summarizes the significant factors affecting our
consolidated operating results, liquidity and capital resources during the three
months ended April 30, 2021, and May 1, 2020. This discussion and analysis
should be read in conjunction with the consolidated financial statements and
notes to the consolidated financial statements that are included in our Annual
Report on Form 10-K for the fiscal year ended January 29, 2021 (the Annual
Report), as well as the consolidated financial statements (unaudited) and notes
to the consolidated financial statements (unaudited) contained in this report.
Unless otherwise specified, all comparisons made are to the corresponding period
of 2020. This discussion and analysis is presented in six sections:

•  Executive Overview
•  Operations
•  Financial Condition, Liquidity and Capital Resources
•  Off-Balance Sheet Arrangements
•  Contractual Obligations and Commercial Commitments
•  Critical Accounting Policies and Estimates

EXECUTIVE OVERVIEW

Performance Overview



Net sales in the first quarter of 2021 increased 24.1% to $24.4 billion compared
to net sales of $19.7 billion in the first quarter of 2020. The increase in
total sales was primarily driven by an increase in comparable sales. Net
earnings in the first quarter of 2021 were $2.3 billion, which represents an
increase of 73.6% compared to net earnings of $1.3 billion in the first quarter
of 2020. Diluted earnings per common share increased 82.1% in the first quarter
of 2021 to $3.21 from $1.76 in the first quarter of 2020. Excluding the impact
of the Canada restructuring in the first quarter of 2020, diluted earnings per
common share increased 81.4% to $3.21 in the first quarter of 2021 from adjusted
diluted earnings per common share of $1.77 in the first quarter of 2020 (see the
discussion of   non-GAAP financial measures  ).

For the first three months of 2021, cash flows from operating activities were
approximately $4.5 billion, while $461 million was used for capital
expenditures. Continuing to deliver on our commitment to return excess cash to
shareholders, we repurchased $3.0 billion shares of common stock and paid $440
million in dividends during the three months ended April 30, 2021.

During the first quarter of 2021, comparable sales increased by 25.9% with all
U.S. regions generating positive comparable sales of more than 18% and growth in
our Canadian operations that outpaced the U.S. We experienced consistent
broad-based demand from both Do-It-Yourself (DIY) and Pro customers throughout
the quarter in-store and online with 13 of 15 product categories generating
positive comparable sales of more than 15%.

At the end of fiscal 2020, we launched our Total Home strategy aimed at
accelerating market share gains with a focus on the Pro customer, expanding our
online business, modernizing installation services, improving localization, and
elevating our product assortment. During the first quarter of 2021, we continued
to gain momentum with the Pro customer through our improved in-stock inventory
levels, our enhanced service offering, and our new Pro Loyalty program. Our new
Pro customer relationship management tool, as well as the redesigned store
layout that aligns product adjacencies, has enabled us to more effectively serve
their needs for their entire project, across all their jobs. We also introduced
new convenience products at the checkout, and services such as dedicated Pro
customer trailer parking to help add value to every trip the Pro customer makes
away from their job site.

We continued to enhance the online customer experience with improved search and
navigation functionality that allows customers to easily shop for products
across categories. In addition, we continued to see a strong download rate of
our mobile application as we build customer loyalty through a great mobile
experience.

As a result of our merchandising excellence initiative, we delivered improvement
in our product margins with disciplined vendor cost management, improved and
enhanced pricing systems, and our transition to an Everyday Competitive Price
strategy. Our operating margin also reflects the progress made on our Perpetual
Productivity Improvement (PPI) initiative. PPI allows us to leverage store
payroll by using technology to reduce tasking hours, improve customer service,
and increase sales productivity. We are also leveraging an improved Freight Flow
Application, creating a fully digital process that gives our associates better
line of sight to when products will arrive at our stores. In addition, we
launched secure mobile checkout, which we are using to improve the speed of
service in high traffic areas inside the store and on the exterior of the store
in areas
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such as outside Lawn & Garden and under the Pro Canopy. In the first quarter, we
also completed the rollout of our buy online pickup in store (BOPIS) lockers in
the U.S., which allows us to expand our omnichannel capabilities, further
improve customer satisfaction, and limit congestion at our service desk.

COVID-19 Response



As we enter the second year of the COVID-19 pandemic, we remain focused on
protecting the health and safety of our associates and communities. As part of
our commitment, we incurred $59 million of additional COVID-related expense in
the first quarter, which included contributions to nonprofit organizations in
India that are working to respond to the aggressive resurgence of COVID-19.

Looking Forward



Our first quarter performance gives us confidence that we are making the right
investments to accelerate our market share gains through our Total Home strategy
by enhancing our investments in the Pro customer, online, installation services,
localization, and elevated product assortment. These initiatives allow us to
drive sustainable growth as we deliver a Total Home solution for our Pro and DIY
customers.

We are encouraged by our strong performance in the first quarter, and we remain
confident in our ability to outpace market growth, driving both market share
gains and operating efficiency. In addition, our enhanced technology
infrastructure and improved operating capabilities make us more agile and able
to respond quickly to potential changes in the business environment.


OPERATIONS



The following table sets forth the percentage relationship to net sales of each
line item of the consolidated statements of earnings (unaudited), as well as the
percentage change in dollar amounts from the prior period. This table should be
read in conjunction with the following discussion and analysis and the
consolidated financial statements (unaudited), including the related notes to
the consolidated financial statements (unaudited).
                                                                                             Basis Point Increase
                                                                                                / (Decrease) in           Percentage Increase /
                                                                                               Percentage of Net          (Decrease) in Dollar
                                                                                               Sales from Prior            Amounts from Prior
                                                     Three Months Ended                             Period                       Period
                                        April 30, 2021               May 1, 2020                 2021 vs. 2020                2021 vs. 2020
Net sales                                       100.00  %                    100.00  %                         N/A                       24.1  %
Gross margin                                     33.29                        33.10                       19                             24.8
Expenses:
Selling, general and administrative              18.40                        21.32                     (292)                             7.1
Depreciation and amortization                     1.60                         1.66                       (6)                            19.9
Operating income                                 13.29                        10.12                      317                             63.0
Interest - net                                    0.87                         1.04                      (17)                             3.2

Pre-tax earnings                                 12.42                         9.08                      334                             69.8
Income tax provision                              2.92                         2.28                       64                             58.7
Net earnings                                      9.50  %                      6.80  %                   270                             73.6  %




The following table sets forth key metrics utilized by management in assessing business performance. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements (unaudited), including the related notes to the consolidated financial statements (unaudited).


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                                                                          Three Months Ended
Other Metrics                                                     April 30, 2021         May 1, 2020
Comparable sales increase 1                                               25.9  %              11.2  %
Total customer transactions (in millions)                                  261                  233
Average ticket 2                                                 $       93.74          $     84.38
At end of period:
Number of stores                                                         1,972                1,970
Sales floor square feet (in millions)                                      208                  208
Average store size selling square feet (in thousands) 3                    105                  106
Net earnings to average debt and equity 4                                 24.3  %              17.2  %
Return on invested capital 4                                              29.9  %              19.7  %


1  A comparable location is defined as a retail location that has been open
longer than 13 months. A location that is identified for relocation is no longer
considered comparable in the month of its relocation. The relocated location
must then remain open longer than 13 months to be considered comparable. A
location we have decided to close is no longer considered comparable as of the
beginning of the month in which we announce its closing. Comparable sales are
presented on a transacted basis when tender is accepted from a customer.
Comparable sales include online sales, which positively impacted first quarter
fiscal 2021 and first quarter fiscal 2020 comparable sales by approximately 310
basis points and 430 basis points, respectively. The comparable store sales
calculation included in the preceding table was calculated using comparable
13-week periods.
2  Average ticket is defined as net sales divided by the total number of
customer transactions.
3  Average store size selling square feet is defined as sales floor square feet
divided by the number of stores open at the end of the period. The average
Lowe's-branded home improvement store has approximately 112,000 square feet of
retail selling space.
4  Return on invested capital is calculated using a non-GAAP financial measure.
Net earnings to average debt and equity is the most comparable GAAP ratio. See
below for additional information and reconciliations of non-GAAP measures.

Non-GAAP Financial Measures

Adjusted Diluted Earnings Per Share



Adjusted diluted earnings per share is considered a non-GAAP financial measure.
The Company believes this non-GAAP financial measure provides useful insight for
analysts and investors in evaluating what management considers the Company's
core financial performance. Adjusted diluted earnings per share excludes the
impact of a discrete item, further described below, not contemplated in the
Company's business outlook for the first quarter of fiscal 2020. Unless
otherwise noted, the income tax effect of these adjustments is calculated using
the marginal rates for the respective periods.

Fiscal 2020 Impacts
•Beginning in the third quarter of fiscal 2019, the Company began a strategic
review of its Canadian operations, and in the fourth quarter of fiscal 2019, the
Company announced additional actions to improve future performance and
profitability of its Canadian operations. As a result of this review and related
actions, during the first quarter of 2020, the Company recognized $9 million of
pre-tax operating costs related to severance and other costs (Canada
restructuring).

Adjusted diluted earnings per share should not be considered an alternative to,
or more meaningful indicator of, the Company's diluted earnings per common share
as prepared in accordance with GAAP. The Company's methods of determining
non-GAAP financial measures may differ from the method used by other companies
and may not be comparable.
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                                                                                              Three Months Ended
                                                                      May 1, 2020
                                                                                Pre-Tax
                                                                               Earnings               Tax            Net Earnings
Diluted earnings per share, as reported                                                                             $       1.76

Non-GAAP adjustments - per share impacts



Canada restructuring                                                              0.01                   -                  0.01

Adjusted diluted earnings per share                                                                                 $       1.77



Return on Invested Capital

Return on Invested Capital (ROIC) is calculated using a non-GAAP financial
measure. Management believes ROIC is a meaningful metric for analysts and
investors as a measure of how effectively the Company is using capital to
generate profits. Although ROIC is a common financial metric, numerous methods
exist for calculating ROIC. Accordingly, the method used by our management may
differ from the methods used by other companies. We encourage you to understand
the methods used by another company to calculate ROIC before comparing its ROIC
to ours.

We define ROIC as the rolling 12 months' lease adjusted net operating profit
after tax (Lease adjusted NOPAT) divided by the average of current year and
prior year ending debt and equity. Lease adjusted NOPAT is a non-GAAP financial
measure, and net earnings is considered to be the most comparable GAAP financial
measure. The calculation of ROIC, together with a reconciliation of net earnings
to Lease adjusted NOPAT, is as follows:
                                                       For the Periods 

Ended


(In millions, except percentage data)            April 30, 2021       May 1, 2020
Calculation of Return on Invested Capital
Numerator
Net Earnings                                    $        6,819       $     4,572
Plus:
Interest expense - net                                     855               733
Loss on extinguishment of debt                           1,060                 -
Operating lease interest                                   168               189
Provision for income taxes                               2,167             1,583
Lease adjusted net operating profit                     11,069             

7,077

Less:


Income tax adjustment 1                                  2,670             

1,820


Lease adjusted net operating profit after tax   $        8,399       $     5,257

Denominator
Average debt and equity 2                       $       28,053       $    26,645
Net earnings to average debt and equity                   24.3  %           17.2  %
Return on invested capital                                29.9  %           19.7  %


1  Income tax adjustment is defined as lease adjusted net operating profit
multiplied by the effective tax rate, which was 24.1% and 25.7% for the periods
ended April 30, 2021, and May 1, 2020, respectively.
2  Average debt and equity is defined as average current year and prior year
ending debt, including current maturities, short-term borrowings, and operating
lease liabilities, plus the average current year and prior year ending total
equity.

Results of Operations

Net Sales - Net sales in the first quarter of 2021 increased 24.1% to $24.4
billion. The increase in total sales was primarily driven by comparable sales
growth. Comparable sales increased 25.9% over the same period, driven by a 14.1%
increase in comparable average ticket and a 11.8% increase in comparable
customer transactions.

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During the first quarter of 2021, we experienced comparable sales increases in
14 of 15 product categories with broad-based strength in performance across both
DIY and Pro customers. Comparable sales were above the Company average in
Lumber, Electrical, Seasonal & Outdoor Living, Kitchens & Bath, Décor, and
Millwork. Lumber experienced strong unit demand from Pro customers along with
inflation. Growth in Electrical was also driven by inflation as well as demand
from the repair and remodel market. Seasonal & Outdoor Living benefited from
demand in patio and grills as homeowners prepared for the arrival of spring. In
support of our Total Home strategy, we drove engagement with customers in
Kitchens & Bath as homeowners continue to enhance their living spaces. Within
Décor, we saw strong performance as a result of elevated product assortments we
launched this quarter that spanned a broad array of product categories. We
experienced low single-digit negative comparable sales in Paint due to cycling
prior year demand at the onset of the COVID-19 pandemic. Geographically, all 15
U.S. regions experienced positive comparable sales in excess of 18%, and sales
for our Canadian operations outpaced our U.S. regions.

Gross Margin - For the first quarter of 2021, gross margin as a percentage of
sales increased 19 basis points. The gross margin increase for the quarter is
driven by approximately 165 basis points of total rate improvement, driven by
continued improvements in managing product costs and disciplined pricing
strategies. This favorable impact was partially offset by 90 basis points of
pressure from product mix shifts, 20 basis points of deleverage from supply
chain costs, 20 basis points of deleverage from lower credit revenue, and 15
basis points of deleverage from inventory shrink.

SG&A - For the first quarter of 2021, SG&A expense leveraged 292 basis points as
a percentage of sales compared to the first quarter of 2020. This is primarily
driven by approximately 140 basis points of leverage due to lower COVID-19
related expenses, 100 basis points of leverage in retail operating salaries due
to increased sales and improved operating efficiencies, and 35 basis points of
occupancy leverage due to higher sales volume compared to fixed occupancy costs.

Depreciation and Amortization - Depreciation and amortization leveraged six
basis points as a percentage of sales for the first quarter of 2021 compared to
the prior year primarily due to an increase in sales during the period.
Property, less accumulated depreciation, increased to $19.1 billion at April 30,
2021, compared to $18.6 billion at May 1, 2020.

Interest - Net - Interest expense for the first quarter of 2021 leveraged 17
basis points primarily as a result of increased sales during the period,
partially offset by interest expense related to the issuance of $4.0 billion
unsecured notes in March 2020 and $4.0 billion unsecured notes in October 2020.

Income Tax Provision - Our effective income tax rates were 23.5% and 25.1% for
the three months ended April 30, 2021, and May 1, 2020, respectively. The
decrease in the effective tax rate for the quarter was impacted by excess tax
benefits associated with vesting and exercises of share-based compensation.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity



Continued customer demand and operating performance during the quarter drove
consistent cash flows from operations compared to the prior year. These strong
cash flows from operations, supplemented with our short-term and long-term
borrowings, have been sufficient to fund our operations while allowing us to
make strategic investments in our omnichannel capabilities to support long-term
growth and return excess cash to shareholders in the form of dividends and share
repurchases. As of April 30, 2021, we held $6.7 billion of cash and cash
equivalents, as well as $3.0 billion in undrawn capacity on our revolving credit
facilities and a $1.0 billion term loan that has not been drawn as of the end of
the quarter.

Cash Flows Provided by Operating Activities


                                                           Three Months 

Ended


      (In millions)                                 April 30, 2021      May

1, 2020


      Net cash provided by operating activities    $    4,492          $      4,450



Cash flows from operating activities continued to provide the primary source of
our liquidity. The increase in net cash provided by operating activities for the
three months ended April 30, 2021, versus the three months ended May 1, 2020,
was driven primarily by higher net earnings, offset by changes in working
capital. Accounts payable increased for the first three months of 2021 by $3.1
billion, compared to an increase for the first three months of 2020 of $3.2
billion. The increase in accounts payable in the current year is driven by high
sustained inventory purchase volume. Deferred revenues increased operating cash
flow for the first three months of 2021 by $442 million compared to an increase
of $13 million for the first three months of
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2020. The increase in deferred revenue in the current year is driven by an
increase in sales volume and shifts in timing of fulfillment. Other operating
liabilities increased $421 million for the first three months of 2021 compared
to an increase of $703 million in the first three months of 2020. The increase
in other operating liabilities in the current year is driven by increased income
taxes payable related to higher sales in the current year. Inventory decreased
operating cash flow for the first three months of 2021 by approximately $2.1
billion, compared to a decrease of approximately $1.2 billion for the first
three months of 2020, primarily due to higher inventory purchases to meet
elevated customer demand in 2021.

Cash Flows Used in Investing Activities


                                                         Three Months Ended
      (In millions)                               April 30, 2021       May

1, 2020


      Net cash used in investing activities     $     (477)           $       (288)

Net cash used in investing activities primarily consists of transactions related to capital expenditures.



Capital expenditures

Our capital expenditures generally consist of investments in our strategic initiatives to enhance our ability to serve customers, improve existing stores, and support expansion plans. The following table provides our capital expenditures for the three months ended April 30, 2021, and May 1, 2020:


                                                                       Three Months Ended
(In millions)                                                April 30, 2021           May 1, 2020
Existing store investments 1                                $         365          $          266
Strategic initiatives 2                                                58                      40
New stores, new corporate facilities and international 3               38                      22
Total capital expenditures                                  $         461          $          328


1Includes merchandising resets, facility repairs, replacements of IT and store
equipment, among other specific efforts.
2Represents investments related to our strategic focus areas aimed at improving
customers' experience and driving improved performance in the near and long
term.
3Represents expenditures primarily related to land purchases, buildings, and
personal property for new store projects and new corporate facilities projects,
as well as expenditures related to our international operations.

Our 2021 outlook for capital expenditures is approximately $2.0 billion.

Cash Flows Used in Financing Activities


                                                               Three Months 

Ended


 (In millions)                                          April 30, 2021

May 1, 2020

Net cash (used in) provided by financing activities $ (2,020) $ 1,092

Net cash used in or provided by financing activities primarily consists of transactions related to our long-term debt, short-term borrowings, share repurchases, and cash dividend payments.

Short-term Borrowing Facilities

In April 2021, we entered into a $1.0 billion unsecured 364-day term loan facility (2021 Term Loan), which has a maturity date of April 21, 2022. There were no outstanding borrowings under the 2021 Term Loan as of April 30, 2021.



The 2020 Credit Agreement and the Second Amended and Restated Credit Agreement
support our commercial paper program. The amount available to be drawn under the
2020 Credit Agreement and the Second Amended and Restated Credit Agreement is
reduced by the amount of borrowings under our commercial paper program. There
were no outstanding borrowings under the Company's commercial paper program, the
2020 Credit Agreement, or the Second Amended and Restated Credit Agreement as of
April 30, 2021, and May 1, 2020. Total combined availability under the 2020
Credit Agreement and the Second Amended and Restated Credit Agreement as of
April 30, 2021, was $3.0 billion.

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The following table includes additional information related to our short-term
borrowings for the three months ended April 30, 2021, and May 1, 2020:
                                                                          Three Months Ended
(In millions, except for interest rate data)                     April 30, 2021           May 1, 2020
Net change in commercial paper                                 $            -           $        (941)

Maximum commercial paper outstanding at any month-end $ 400

$       1,858
Short-term borrowings outstanding at quarter-end               $            -           $       1,000
Weighted-average interest rate of short-term borrowings
outstanding                                                                 -   %                1.86  %


The 2020 Credit Agreement and the Second Amended and Restated Credit Agreement contain customary representations, warranties, and covenants. We were in compliance with those covenants at April 30, 2021.

Long-Term Debt

The following table includes additional information related to the Company's long-term debt for the three months ended April 30, 2021, and May 1, 2020:


                                                        Three Months Ended
         (In millions)                           April 30, 2021      May 1, 2020
         Net proceeds from issuance of debt     $    1,988          $      3,961
         Repayment of debt                      $     (543)         $       (543)



During the three months ended April 30, 2021, we issued $2.0 billion of
unsecured notes, to be used for general corporate purposes. During the three
months ended April 30, 2021, we also paid $525 million to retire scheduled debts
at maturity.

Share Repurchases

We have an ongoing share repurchase program, authorized by the Company's Board
of Directors, that is executed through purchases made from time to time either
in the open market or through private off-market transactions. We also withhold
shares from employees to satisfy tax withholding liabilities. Shares repurchased
are retired and returned to authorized and unissued status. The following table
provides, on a settlement date basis, the total number of shares repurchased,
average price paid per share, and the total amount paid for share repurchases
for the three months ended April 30, 2021, and May 1, 2020:
                                                         Three Months Ended

(In millions, except per share data) April 30, 2021 May 1, 2020

Total amount paid for share repurchases $ 3,038 $

966


       Total number of shares repurchased                   16.7            

9.8


       Average price paid per share              $        182.20      $     

98.78

As of April 30, 2021, we had $16.7 billion remaining available under our share repurchase program with no expiration date.

Dividends



Dividends are paid in the quarter immediately following the quarter in which
they are declared. Dividends paid per share increased from $0.55 per share for
the three months ended May 1, 2020, to $0.60 per share for the three months
ended April 30, 2021.

Capital Resources



We expect to continue to have access to the capital markets on both a short-term
and long-term basis when needed for liquidity purposes by issuing commercial
paper or new long-term debt. The availability and the borrowing costs of these
funds could be adversely affected, however, by a downgrade of our debt ratings
or a deterioration of certain financial ratios. The table below reflects our
debt ratings by Standard & Poor's (S&P) and Moody's as of May 27, 2021, which we
are disclosing to enhance understanding of our sources of liquidity and the
effect of our ratings on our cost of funds. Our debt ratings have enabled, and
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should continue to enable, us to refinance our debt as it becomes due at
favorable rates in capital markets. Our commercial paper and senior debt ratings
may be subject to revision or withdrawal at any time by the assigning rating
organization, and each rating should be evaluated independently of any other
rating.
Debt Ratings             S&P      Moody's
Commercial Paper         A-2        P-2
Senior Debt              BBB+      Baa1
Senior Debt Outlook     Stable    Stable



There are no provisions in any agreements that would require early cash
settlement of existing debt or leases as a result of a downgrade in our debt
rating or a decrease in our stock price. In addition, we do not believe it will
be necessary to repatriate significant cash and cash equivalents and short-term
investments held in foreign affiliates to fund domestic operations.

OFF-BALANCE SHEET ARRANGEMENTS



We do not have any off-balance sheet financing that has, or is reasonably likely
to have, a material, current or future effect on our financial condition, cash
flows, results of operations, liquidity, capital expenditures or capital
resources.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS



During the first quarter of 2021, we issued $2.0 billion of unsecured notes in
the ordinary course of business to be used for general corporate purposes. The
table below summarizes our contractual obligations relating to long-term debt,
excluding operating and finance lease obligations, at April 30, 2021. The
unsecured notes issued in the first quarter of fiscal year 2021 are further
described in   Note 7   to the consolidated financial statements included
herein.
                                                                         

Payments Due by Period


                                                               Less Than            1-3              4-5             After 5
(In millions)                                 Total             1 Year             Years            Years             Years
Long-term debt (principal amounts,
excluding discounts and debt issuance
costs)                                     $ 22,788          $    1,250          $   518          $ 3,301          $ 17,719
Long-term debt (interest payments)           11,994                 770            1,549            1,455             8,220
Total                                      $ 34,782          $    2,020          $ 2,067          $ 4,756          $ 25,939



As of April 30, 2021, there were no other material changes to our contractual
obligations and commercial commitments outside the ordinary course of business
since the end of fiscal year 2020. Refer to the Annual Report on Form 10-K for
additional information regarding our contractual obligations and commercial
commitments.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Our significant accounting policies are described in Note 1 to the consolidated
financial statements presented in the Annual Report. Our critical accounting
policies and estimates are described in "Item 7 - Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Annual Report.
Our significant and critical accounting policies have not changed significantly
since the filing of the Annual Report.

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