$ in millions Balanced expense management through 2023, after growth in 2021-2022 from investing in our operations and technology teams $80 $60 ©2024 Live Oak Bancshares. All rights reserved. | View all disclosures at end of presentation A MERICAN 20 SBA lenders for 20 ©2024 Live Oak Bancshares. All rights reserved. FINANCIAL HIGHLIGHTS ©2024 Live Oak Bancshares. All rights reserved. | View all disclosures at end of presentation ©2024 Live Oak Bancshares. All rights reserved. | View all disclosures at end o ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Wilmington, North Carolina 28403 (Address of principal executive offices) (Zip Code) (910) 790-5867 For the transition period from ________ to ________. Commission file number: 0 ...

Q3 2023 Financial Performance - Net income was $40 million[21], a 127% increase compared to Q2 2023[94], but a 7% decrease compared to Q3 2022[94] - Diluted earnings per share were $0.88[21], a 126% increase compared to Q2 2023[94], but an 8% decrease compared to Q3 2022[94] - Net interest income was $89 million[21], up 6% QoQ and 7% YoY[94] - Total revenue was $127 million[21], up 17% QoQ but down 10% YoY[94] - Noninterest expense was $74 million[21], down 3% QoQ and 11% YoY[94] - Provision for credit losses was $10 million[21], down 21% QoQ and 27% YoY[94] Loan and Deposit Growth - Loan production reached $1.073 billion[73], up 25% from Q2 2023 and 7% from Q3 2022[73] - The period-end total loan and lease portfolio was $8.775 billion[21], up 5% QoQ and 19% YoY[73] - Period-end total deposits reached $10.004 billion[21], up 1% QoQ and 19% YoY[73] Key Financial Metrics - Net interest margin was 3.37%[21], an increase of 8 bps QoQ but a decrease of 47 bps YoY[73] - Efficiency ratio was 58.3%[73], a decrease of 1215 bps from Q2 2023 and 31 bps YoY[73] - Common equity tier 1 capital was 11.6%[73], an increase of 8 bps QoQ but a decrease of 153 bps YoY[73] - Tangible book value per share was $19.04[73], a 2% increase QoQ and 5% YoY[73]

Live Oak Bancshares, Inc. (NYSE:LOB) Q3 2023 Earnings Conference Call October 26, 2023 9:00 AM ET Company Participants Greg Seward - General Counsel & Chief Risk Officer Chip Mahan - Chairman & Chief Executive Officer BJ Losch - President & Chief Financial Officer Steven Smits - Chief Credit Officer Conference Call Participants Brandon King - Truist Securities Michael Perito - ABW Eric Spector - Raymond James Alex Lau - JPMorgan Operator Good morning, ladies and gentlemen, and welcome to the Live Oak Bancsh ...

Financial Performance - For Q2 2023, the Company reported net income of $17.5 million, or $0.39 per diluted share, a significant decrease from $97.0 million, or $2.16 per diluted share, in Q2 2022[150]. - For the first half of 2023, net income was $17.9 million, or $0.40 per diluted share, compared to $131.5 million, or $2.92 per diluted share, in the same period of 2022[151]. - Noninterest income for Q2 2023 decreased by $104.4 million, or 81.2%, primarily due to a $120.5 million gain from Finxact included in the previous year's results[176][178]. - The consolidated net income for the three months ended June 30, 2023, was $17.5 million, a decrease from $97.0 million in the same period of 2022[198]. Loan and Lease Performance - The provision for loan and lease credit losses increased by $7.8 million to $13.0 million in Q2 2023, compared to $5.3 million in Q2 2022[152]. - Loans and leases held for investment increased to $7.39 billion as of June 30, 2023, representing a growth of $2.07 billion, or 38.7%, compared to the previous year[171]. - The net charge-offs for loans and leases for the first half of 2023 totaled $7.8 million, an increase of 62.2% from $4.8 million in the same period of 2022[172]. - Nonperforming loans and leases not guaranteed by the SBA or USDA totaled $44.9 million, or 0.61% of the held for investment portfolio, up from $12.0 million, or 0.22%, in the previous year[173]. - Total loans and leases 90 or more days past due increased by $41.1 million, or 72.7%, compared to December 31, 2022[230]. Interest Income and Expenses - Net interest income increased by $4.4 million, or 5.5%, to $84.3 million in Q2 2023, up from $79.9 million in Q2 2022[155]. - Total interest income was $70.465 million, an increase of $46.205 million compared to Q2 2022, while total interest expense rose to $66.097 million, up by $11.547 million[167][170]. - The cost of funds on interest-bearing liabilities increased by 260 basis points to 3.59% in Q2 2023[155]. - The net interest margin decreased from 3.95% for the first half of 2022 to 3.36% for the first half of 2023[158]. Asset and Deposit Growth - Total assets increased to $10.82 billion as of June 30, 2023, representing a growth of $963.7 million, or 9.8%, from $9.86 billion at December 31, 2022[206]. - Total deposits reached $9.88 billion, an increase of $994.2 million, or 11.2%, from $8.88 billion at December 31, 2022[208]. - Cash and cash equivalents, along with investment securities available-for-sale, increased by $509.9 million, or 35.6%, to $1.94 billion at June 30, 2023[210]. Credit Losses and Allowances - The allowance for credit losses on loans and leases increased to $120.1 million at June 30, 2023, up from $96.6 million at December 31, 2022[220]. - The Allowance for Credit Losses (ACL) increased by $23.6 million, or 24.4%, from $96.6 million at December 31, 2022, to $120.1 million at June 30, 2023[229]. - The allowance for credit losses on loans and leases to total nonperforming loans and leases was 108.00% at June 30, 2023, down from 131.58% at December 31, 2022[220]. Regulatory and Economic Environment - The Federal Reserve increased the federal funds upper target rate to 5.50% as of July 26, 2023, with projections indicating a potential increase to 5.6% by the end of 2023[159]. - In the first half of 2023, the Federal Reserve increased the federal funds upper target rate by 100 basis points, reaching 5.50%[159]. - The Federal Reserve's projections indicate a potential decrease in the federal funds rate to 4.6% by the end of 2024, impacting future interest income expectations[159]. Expense Management - Total noninterest expense for the three months ended June 30, 2023, decreased by $4.4 million, or 5.5%, compared to the same period in 2022[188]. - Salaries and employee benefits for the three months ended June 30, 2023, decreased by $3.2 million, or 6.9%, compared to the same period in 2022[189]. - Professional services expense decreased by $2.0 million, or 49.9%, for the three months ended June 30, 2023, compared to the same period in 2022[190]. - Advertising and marketing expense increased by $2.6 million, or 64.1%, for the six months ended June 30, 2023, compared to the same period in 2022[191]. Risk Management - The Company maintains an investment securities portfolio with $1.13 billion available to pledge as collateral as of June 30, 2023[233]. - The balance sheet's total cumulative gap position was 5.0% as of June 30, 2023, indicating the Company's interest rate sensitivity[236]. - Management believes the allowance for credit losses (ACL) of $120.1 million at June 30, 2023, is appropriate given the risk in the loan and lease portfolio[230].

Live Oak Bancshares, Inc. (NYSE:LOB) Q2 2023 Earnings Conference Call July 26, 2023 9:00 AM ET Company Participants Greg Seward - Chief Risk Officer and General Counsel Chip Mahan - Chairman and Chief Executive Officer William Losch - Chief Financial Officer and Chief Banking Officer Huntley Garriott - President, Live Oak Bank Steven Smits - Chief Credit Officer Conference Call Participants Crispin Love - Piper Sandler Steven Alexopoulos - JP Morgan David Feaster - Raymond James Brandon King - Truist Securi ...

APPENDIX: LIVE OAK VENTURES $117 $131 Cash Proceeds2 to Date $164 million Vantaca UPLINQ | --- | --- | --- | --- | --- | |-------|------------------------------------------------------------------------------------------------|-------|-----------------------------------------------------------------------------|------------------------------------------------------------------------| | | VERTICALITY | | SCALABILITY | OPTIONALITY | | | Differentiated lending model dedicated to small businesses | | Building t ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for Live Oak Bancshares, Inc. as of March 31, 2023, and for the three-month period then ended, with comparative data for December 31, 2022, and the corresponding period in 2022 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2023, total assets grew to **$10.36 billion** from **$9.86 billion** at year-end 2022, driven by a **$343 million** increase in net loans and leases, while total liabilities rose to **$9.54 billion**, primarily due to a **$537 million** increase in total deposits Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$10,364,297** | **$9,855,498** | | Net loans and leases | $7,578,745 | $7,247,612 | | Investment securities available-for-sale | $1,149,691 | $1,014,719 | | Cash and due from banks | $463,186 | $280,239 | | **Total Liabilities** | **$9,541,490** | **$9,044,465** | | Total deposits | $9,421,994 | $8,884,928 | | Borrowings | $30,767 | $83,203 | | **Total Shareholders' Equity** | **$822,807** | **$811,033** | [Condensed Consolidated Statements of Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) For the first quarter of 2023, net income plummeted to **$398 thousand** from **$34.5 million** in Q1 2022, primarily due to a significant increase in the provision for credit losses and a drop in noninterest income Q1 2023 vs Q1 2022 Income Statement (in thousands, except per share data) | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net interest income | $82,017 | $77,779 | | Provision for loan and lease credit losses | $19,021 | $1,836 | | Total noninterest income | $19,579 | $32,668 | | Total noninterest expense | $78,962 | $65,714 | | **Net income** | **$398** | **$34,509** | | **Diluted earnings per share** | **$0.01** | **$0.76** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended March 31, 2023, net cash provided by operating activities was **$158.5 million**, while net cash used in investing activities was significant at **$592.9 million**, resulting in a net increase in cash and cash equivalents of **$46.6 million** Cash Flow Summary for Three Months Ended March 31, 2023 (in thousands) | Activity | Amount | | :--- | :--- | | Net cash provided by operating activities | $158,456 | | Net cash used by investing activities | $(592,854) | | Net cash provided by financing activities | $480,948 | | **Net increase in cash and cash equivalents** | **$46,550** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's operations, accounting policies, and financial instrument specifics, including its SBA/USDA guaranteed lending model, fintech investments, and the adoption of ASU 2022-02 - The company operates primarily through its bank subsidiary, specializing in nationwide small business lending, with a significant portion of loans guaranteed by the SBA and USDA[19](index=19&type=chunk) - The company has two reportable operating segments: Banking (lending and deposit services) and Fintech (strategic investments in financial technology companies)[27](index=27&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - In Q1 2023, the company refined its allowance for credit losses (ACL) methodology, resulting in a **$1.5 million** increase in the ACL and a **$2.4 million** increase in the reserve on unfunded commitments[28](index=28&type=chunk)[29](index=29&type=chunk) - The company adopted ASU 2022-02 on January 1, 2023, which eliminates Troubled Debt Restructuring (TDR) accounting and enhances disclosures for loan modifications to borrowers experiencing financial difficulty, resulting in a net increase to retained earnings of **$676 thousand**[33](index=33&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant drop in Q1 2023 net income to **$0.4 million** from **$34.5 million** in Q1 2022, attributing it to higher provision for credit losses, lower gains on loan sales, and increased operating expenses [Performance Summary](index=42&type=section&id=Performance%20Summary) For Q1 2023, net income was **$398 thousand** (**$0.01** per diluted share), a steep decline from **$34.5 million** (**$0.76** per diluted share) in Q1 2022 Q1 Performance Snapshot | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net Income | $398 thousand | $34.5 million | | Diluted EPS | $0.01 | $0.76 | - Key drivers for the decrease in net income included a higher provision for loan losses (**+$17.2 million**), lower net gains on loan sales (**-$10.8 million**), increased net loss on fair value loans (**-$5.0 million**), and higher noninterest expense (**+$13.2 million**)[144](index=144&type=chunk) [Net Interest Income and Margin](index=42&type=section&id=Net%20Interest%20Income%20and%20Margin) Net interest income for Q1 2023 increased by **5.4%** to **$82.0 million**, driven by a **22.3%** increase in average interest-earning assets, though the net interest margin compressed to **3.46%** from **4.02%** year-over-year Net Interest Income and Margin Analysis | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net Interest Income | $82.0 million | $77.8 million | | Net Interest Margin | 3.46% | 4.02% | | Avg. Yield on Earning Assets | 6.39% | 4.79% | | Avg. Cost of Interest-Bearing Liabilities | 3.11% | 0.81% | - The increase in net interest income was primarily due to a **$13.8 billion** increase in volume, which was partially offset by a **$9.5 billion** decrease due to rate changes (margin compression)[152](index=152&type=chunk) [Provision for Loan and Lease Credit Losses](index=45&type=section&id=Provision%20for%20Loan%20and%20Lease%20Credit%20Losses) The provision for loan and lease credit losses was **$19.0 million** in Q1 2023, a substantial increase of **$17.2 million** from **$1.8 million** in Q1 2022, attributed to significant loan growth and evolving portfolio trends - Provision for credit losses increased to **$19.0 million** in Q1 2023 from **$1.8 million** in Q1 2022[155](index=155&type=chunk) - Net charge-offs increased to **$6.7 million** (**0.38%** of average loans) in Q1 2023, compared to **$2.4 million** (**0.19%**) in Q1 2022, with the increase primarily isolated to two relationships[157](index=157&type=chunk) [Noninterest Income](index=46&type=section&id=Noninterest%20Income) Noninterest income fell by **40.1%** to **$19.6 million** in Q1 2023 from **$32.7 million** in Q1 2022, mainly due to a **$10.8 million** decrease in net gains on sales of loans and a **$4.5 million** net loss on fair value loans Noninterest Income Components (in thousands) | Component | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net gains on sales of loans | $10,175 | $20,977 | | Net (loss) gain on loans (fair value option) | $(4,529) | $516 | | Loan servicing asset revaluation | $356 | $(1,569) | | Management fee income | $3,472 | $1,488 | | **Total noninterest income** | **$19,579** | **$32,668** | - The volume of guaranteed loans sold decreased by **23.6%** to **$167.8 million** in Q1 2023 from **$219.7 million** in Q1 2022, and the average net gain on sale premium fell from **109%** to **106%**[167](index=167&type=chunk) [Noninterest Expense](index=47&type=section&id=Noninterest%20Expense) Total noninterest expense for Q1 2023 rose **20.2%** to **$79.0 million** from **$65.7 million** in Q1 2022, driven by increases in salaries and employee benefits, advertising and marketing, technology, and other expenses Noninterest Expense Components (in thousands) | Component | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Salaries and employee benefits | $44,765 | $38,507 | | Technology expense | $7,729 | $6,053 | | Advertising and marketing expense | $3,603 | $1,729 | | Other expense | $6,329 | $2,786 | | **Total noninterest expense** | **$78,962** | **$65,714** | - Full-time equivalent employees increased from **842** at March 31, 2022, to **968** at March 31, 2023, contributing to higher salary costs[173](index=173&type=chunk) [Financial Condition](index=50&type=section&id=Financial%20Condition) Total assets grew by **5.2%** to **$10.36 billion** at March 31, 2023, officially crossing the **$10 billion** threshold, fueled by loan and investment securities growth, and supported by a **6.0%** increase in total deposits - Total assets increased by **$508.8 million** to **$10.36 billion** as of March 31, 2023[184](index=184&type=chunk) - Loans and leases held for investment grew by **$342.8 million** (**4.7%**) during Q1 2023[186](index=186&type=chunk) - Total deposits grew by **$537.1 million** (**6.0%**) to **$9.42 billion**, with uninsured deposits approximately **$1.4 billion**, or **14.5%** of total deposits[187](index=187&type=chunk) - As of March 31, 2023, the Company and Bank first exceeded **$10 billion** in total assets, which will subject them to additional regulatory requirements under the Dodd-Frank Act, including potential CFPB supervision and changes to interchange fee rules (Durbin Amendment)[189](index=189&type=chunk)[190](index=190&type=chunk)[193](index=193&type=chunk) [Asset Quality](index=51&type=section&id=Asset%20Quality) Asset quality showed some deterioration in Q1 2023, with nonperforming assets (excluding fair value loans) increasing by **16.8%** to **$85.7 million** and criticized and classified loans rising to **$504.2 million** Nonperforming Assets (excluding loans at fair value) | Metric | March 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total nonperforming assets | $85,698 thousand | $73,392 thousand | | Unguaranteed nonperforming exposure | $22,002 thousand | $18,784 thousand | | NPA / Total HFI Loans | 1.19% | 1.07% | | ACL / Total HFI Loans | 1.50% | 1.41% | - Potential problem (criticized) and classified loans increased by **$79.5 million** in Q1 2023 to **$504.2 million**[203](index=203&type=chunk) - The increase in criticized loans (Risk Grade 5) was concentrated in several verticals, including Sponsor Finance, Bioenergy, Senior Housing, and Venture Banking[205](index=205&type=chunk) [Liquidity and Capital](index=54&type=section&id=Liquidity%20and%20Capital) The company maintained a strong liquidity position, with immediately available sources totaling **$4.24 billion**, or **40.9%** of total assets, at March 31, 2023, and capital levels remained well above regulatory requirements - Immediate liquidity sources (cash, fed funds sold, unpledged securities, credit lines) totaled **$4.24 billion**, or **40.9%** of total assets, at March 31, 2023[209](index=209&type=chunk) Bank Capital Ratios - March 31, 2023 | Ratio | Actual | Well Capitalized Minimum | | :--- | :--- | :--- | | Common Equity Tier 1 Ratio | 10.00% | 6.50% | | Tier 1 Capital Ratio | 10.00% | 8.00% | | Total Capital Ratio | 11.25% | 10.00% | | Tier 1 Leverage Ratio | 7.24% | 5.00% | [Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's interest rate risk profile shifted to slightly liability-sensitive as of March 31, 2023, with simulation models projecting a **0.8%** decrease in Net Interest Income (NII) and a **7.8%** decrease in Economic Value of Equity (EVE) in a **+100 basis point** rate shock - As of March 31, 2023, the company's interest rate risk profile shifted to slightly liability-sensitive, meaning net interest income will generally move in the opposite direction of interest rates[215](index=215&type=chunk) Interest Rate Sensitivity Analysis (as of March 31, 2023) | Basis Point Change | Estimated % Change in NII (12 months) | Estimated % Change in EVE | | :--- | :--- | :--- | | +300 | (2.1)% | (23.3)% | | +200 | (1.3)% | (15.6)% | | +100 | (0.8)% | (7.8)% | | -100 | (0.1)% | 7.7% | - The liability-sensitive position is attributed to the rapid repricing of deposits compared to the longer duration of the asset portfolio, which includes an increased amount of fixed-rate loans originated since 2020[231](index=231&type=chunk)[232](index=232&type=chunk) [Controls and Procedures](index=59&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's Chief Executive Officer and Chief Financial Officer evaluated the disclosure controls and procedures as of March 31, 2023, and concluded they were effective, with no material changes in internal control over financial reporting during the quarter - Management concluded that disclosure controls and procedures were effective as of March 31, 2023[233](index=233&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended March 31, 2023[234](index=234&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) As of March 31, 2023, the company reports that it is not a party to any material pending legal proceedings - In the opinion of management, there are no material pending legal proceedings as of March 31, 2023[237](index=237&type=chunk) [Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) The company has identified a new material risk factor following recent high-profile bank failures, involving the potential for eroded customer confidence in the banking system and anticipated increased regulatory scrutiny - A new risk factor highlights that recent negative developments in the banking industry have eroded customer confidence, which could materially adversely impact the Company's liquidity, net interest margin, and results of operations[238](index=238&type=chunk) - The company anticipates increased regulatory scrutiny and new regulations as a result of recent events, which may increase costs and reduce profitability[239](index=239&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company has a share repurchase program, authorized in May 2022, for up to **$50 million** of its voting common stock through December 31, 2023, under which no shares had been repurchased as of March 31, 2023 - The Board of Directors authorized a repurchase program for up to **$50 million** in common stock, effective through December 31, 2023[240](index=240&type=chunk) - As of March 31, 2023, the Company had not made any purchases of shares under the Repurchase Program[240](index=240&type=chunk) [Defaults Upon Senior Securities](index=61&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None reported - None[241](index=241&type=chunk) [Mine Safety Disclosures](index=61&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[242](index=242&type=chunk) [Other Information](index=61&type=section&id=Item%205.%20Other%20Information) None reported - None[243](index=243&type=chunk) [Exhibits](index=62&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, material contracts such as an amendment to the software service agreement with nCino, and certifications by the CEO and CFO - Exhibits filed include an amendment to the software service agreement with nCino, Inc., and certifications from the Principal Executive Officer and Principal Financial Officer[245](index=245&type=chunk)

Live Oak Bancshares, Inc. (NYSE:LOB) Q1 2023 Earnings Conference Call April 27, 2023 9:00 AM ET Company Participants Greg Seward - Chief Risk Officer and General Counsel James Mahan - Chairman and Chief Executive Officer Huntley Garriott - President William Losch - Chief Financial Officer Steven Smits - Chief Credit Officer Conference Call Participants Brandon King - Truist Securities Crispin Love - Piper Sandler Steven Alexopoulos - JPMorgan David Feaster - Raymond James Operator Good morning, ladies and ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-37497 LIVE OAK BANCSHARES, INC. (Exact name of registrant as specified in its charter) | North Carolina | 26-4596286 | | -- ...