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2 Index Introduction... 3 Message from Management... 5 Organizational Profile... 8 The Company... 9 Our Portfolio Governance Commitment to Transparency Best Practices Talent Development Training Focused on Methods and Results In Search of New Talent Socio-Environmental Management Green Company Control of Greenhouse Gas Emissions Other Initiatives Economic Performance Successful Business Logistics Technological Innovation Financial Results GRI Content About the Report GRI Index Acknowledgements

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4 We are pleased to present the first sustainability report for B2W Digital, which was developed in accordance with internationally-recognized disclosure guidelines developed by the Global Reporting Initiative (GRI), a nongovernmental organization headquartered in Amsterdam, The Netherlands. The GRI s mission is to develop and globally disseminate guidelines for the preparation of sustainability reports, which are voluntarily adopted by large companies around the world. We are presenting consolidated information about our economic performance, highlighting the financial results for 2012 and bringing together the social and environmental dimensions of our practices from a sustainability perspective. In so doing, we have expanded the channels used for the exchange of opinions with all of our stakeholders and society at large. 4

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6 Economic improvement also reflects our efforts on behalf of sustainable development in social and environmental arenas For B2W Digital, 2012 was a very positive year, with substantial sales growth and significant investments in infrastructure mainly logistics and technology. We strengthened the concept and activities related to being a Green Company, an initiative we stablished in 2007 when we established our Sustainability Committee. This body seeks to prepare the Company for sustainable development. By forming a multidisciplinary committee that acts within social, environmental and economic spheres, the Company has visibly improved the level of its sustainability activities, culminating in the preparation of this, our first Sustainability Report, which is fully aligned with the international standards of the Global Reporting Initiative (GRI). We believe that this step, taken in 2012, has created an enormous opportunity for us to become increasingly closer to our stakeholders, allowing them to more actively contribute to and participate in activities that whose objective is to make ours a better and more sustainable world. In 2010, the committee was formalized by the Board of Directors, raising its profile within the Company. The following year, environmental responsibilities were included in the formal job descriptions of all positions in the organization. Since 2009, included among our environmental activities has been the calculating of our greenhouse gas (GHG) emissions through the adoption of the GHG Protocol.The information that is generated, as well as being included in our annual reports, is also inserted into questionnaires from initiatives such as for the Carbon Disclosure Project (CDP). Additionally, we have established important partnerships with the Brazilian GHG Protocol Program and the Getulio Vargas Foundation, and we have received training in the emissions accounting methodology developed by the World Resources Institute (WRI) and the World Business Council for Sustainable Development (WBCSD). This has given us the means to measure greenhouse gas emissions from all our business units. Ever since the founding of our Company and in the midst of changes in the domestic e- commerce marketplace, we have experienced strong growth, undergone intense transformation and been through a major learning curve. Over this timeline, with a digital platform forming the base of our operations and taking advantage of businesses with which we have strong synergies, B2W Digital has more than doubled in size. Through its unique, multichannel, multi-brand and multi-business model, the Company has been surpassing the expectations of its stakeholders in an increasingly competitive market. In 2012, B2W posted consolidated gross revenue of R$ 5.4 billion, representing growth of 15.3% compared to the 6

7 same period of the previous year. In the fourth quarter, our growth was 38%. The improvement in economic performance reflects the tireless efforts of the Company to achieve sustainable development. During the course of 2012, we adopted important measures that made it possible for the Company to move forward in its strategy to be closer to its clients, offering a better shopping experience, the best delivery service and the best customer service. In October, we opened four new Distribution Centers and at least another 10 of these units will be inaugurated within the next three years. As a reward for the mobilization of the entire Company towards offering the best digital experience in Latin America, in 2012 B2W received a series of awards and other recognition. The Company placed first, through the Submarino brand, in three categories of the Reclame Aqui (Complain Here) Service Quality award and, in two categories of awards offered by Consumidor Moderno (Modern Consumer) magazine. In a survey conducted by the newspaper, O Globo, Americanas.com was selected as the preferred brand by consumers in the city of Rio de Janeiro. Despite this, we believe that the highest recognition we earned was the trust of all of our clients who purchased and approved of the products and services that were offered by B2W. The Company is totally focused on continuing the transformation of its processes and investing in the infrastructure necessary to expand its competitive advantages in a manner that will permit us, in the coming years, to capture the numerous growth opportunities that exist in electronic commerce. To be in increasingly closer contact with our customers, the Company will invest more than R$ 1 billion, over the next three years, in logistics, technology and innovation. The dedication of our associates, who work in an organizational culture characterized by meritocracy and the achievement of results, also provide leadership in helping B2W in the attainment of its goals. This is why we believe in the potential of our team, one of the Company s main assets, which is made up of the most brilliant people in the market, who are attracted to our Company through a strong talent recruitment and development program. We also continue to believe in the development of Brazil in Therefore, we plan to continue following the path of learning and overcoming challenges, which inspires enthusiasm because in so doing we are reaching new levels of earnings and sustainability, while always seeking to better satisfy the needs of our public. As part of our vision of being the largest and best-liked digital company in Latin America, it is important to emphasize our efforts to be considered by society as a socially and ecologically responsible company. The activities that are reported in this report strengthens the idea and demonstrates, in a transparent manner, that the Company takes sustainability seriously. THE MANAGEMENT 7

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9 The Company The Brazilian e-commerce market leader, B2W Digital was created through the merger of Americanas.com and Submarino In 2006, B2W was incorporated as a result of the merger between e-commerce companies, Americanas.com and Submarino. We have a multi-brand, multi-channel and multibusiness structure, and we operate through the following channels: Internet, telephone sales, television, catalogs and kiosks. Our stock is listed on the BM&FBOVESPA (Stock, Merchandise and Futures Exchange) and is registered on the Novo Mercado (New Market) segment, which represents the highest level of corporate governance in Brazil, under the ticker symbol BTOW3. Lojas Americanas S.A. has about 63% of the Company s shares. B2W owns the Americanas.com, Submarino, Shoptime, SouBarato.com.br and BLOCKBUSTER Online trademarks, and also has three subsidiaries: B2W Viagens, Ingresso.com and Submarino Finance. Activities in Brazil and abroad The Company is headquartered in the city of Rio de Janeiro and has seven Distribution Centers in the states of São Paulo, Pernambuco, Minas Gerais and Rio de Janeiro. Of these, four were opened in October 2012, as part of the Company s strategy of becoming increasingly closer to its customers. Besides operations in Brazil, Ingresso.com has activities in Argentina, Mexico and Chile, while B2W Viagens operates in Argentina. 9

10 Mission Fulfill people s dreams and satisfy their consumption needs, saving them time and money, and exceeding their expectations. Vision To be the largest and best-liked Digital Company in Latin America. Why Latin America? Latin America is the fastest growing e-commerce market in the world. Largest Continuous revenue growth, winning market share in the coming years. Best-liked Establish a new standard for the digital consumption experience in Latin America. Create and operate the favorite brands. Digital Think like a digital mind, investing in technology and innovation, including multi-channel initiatives. Company Expands our focus beyond the digital retail arena, including other digital business models. Values Having the best people Being a good business owner Striving for excellence in operations Focusing on customers Doing more and better every day Being obsessed with delivering results 10

11 Competitive advantages Latin America s best digital platform From a technological and logistical perspective, we have the best e-commerce platform in Latin America, and have been considered by Business Week magazine as one of the Top 100 technology companies in the world and one of Brazil s top three. Best-liked digital retailer in Latin America We have the best-liked digital retail brands in Latin America. We have the retail brand account with the most number of Twitter followers in the world: Submarino. Market dominance We have Latin America s largest digital customer base and we are the market leader in 35 product categories. Large assortment Among Brazil s principal players, we have the most extensive selection of products, comprising more than 700,000 items in over 35 product categories, including books, CDs, DVDs, electronics, toys, stationery items, cosmetics and perfumes, and cell phones, as well as online services for travel, ticket sales and film rentals. Awards and recognition In 2012, B2W placed first in three categories of the Reclame Aqui (Complain Here) Service Quality award, with Submarino winning in the Virtual Stores, Large Operations, and Retail: Home Appliance categories; while Submarino Viagens won for the second consecutive time in the Tourism and Leisure category. Submarino also was recognized as the Best Shopping Experience on the Internet and Best Contact Experience, according to Consumidor Moderno (Modern Consumer) magazine s 2012 survey of the Companies Most Respected By the Consumer. For its part, Americanas.com was selected as the preferred online shopping brand by consumers in the city of Rio de Janeiro in the Marca dos Cariocas column published in the O Globo newspaper. 11

12 Our portfolio Based on a multi-channel platform, we work through the Internet and telephone sales, television, catalog and kiosk channels Americanas.com With a history of 13 years of e-commerce operations, Americanas.com (www.americanas.com.br) is the largest and most complete Brazilian Internet store. The brand offers more than 500,000 items, distributed in 32 categories, such as information technology, home appliances, electronics, cell phones, furnishings, domestic utilities, toys, books and others. Besides the online channel, its sales operations are also carried out over the telephone and through more than 700 kiosks set up inside Lojas Americanas bricks-and-mortar stores. In 2012, the brand launched its jet propelled delivery service that makes some 10,000 items available to be delivered on the day-of-purchase to customers in the city of São Paulo. Americanas.com has released a smartphone app permitting barcode searches of products possible and showing the address of the store that is closest to the customer. Another tool offered by the brand is Express Checkout, making Internet shopping faster and easier. The brand also operates a travel agency, Americanas Viagens (www.viagens.americanas.com.br); B2B (business-to-business) services and a wedding gifts registry. In 2012, for the sixth time, the brand won the Datafolha Institute s Top of Mind award, in the e-commerce category. It also was selected as the preferred brand, in the online shopping sites category, by consumers in the city of Rio de Janeiro, in a survey conducted by the O Globo newspaper. Submarino With a history of 13 years of operations in the sector, Submarino (www.submarino.com.br) an online pioneer and a benchmark for technology and innovation offers over 30 categories of products through its sales channels: the Internet, telephone and catalogues, with a strong emphasis on the sale of books, CDs, DVDs, electronics and information technology, telephony, games and online services. Furthermore, Submarino has been consolidating other services, such as Submarino Viagens (www.submarinoviagens.com.br); Submarino On Demand (for the rental of digital films, made available through streaming); B2B (business-to-business) services; and the Submarino Card (www.cartaosubmarino.com.br), a credit card that offers exclusive advantages 12

13 on the Submarino, Submarino Viagens websites. Designed to offer consumers even easier, quicker and more complete services, Submarino has launched smartphone apps for a variety of platforms, including iphones, Nokia and Android devices. Services available through the apps include QR and barcode search, native navigation (quicker), highlighted offers on the homepage and the 1-Click purchase service. Submarino sponsors a number of events and is present at a number of important domestic and international ones, such as Campus Party Brasil, Bienal do Livro (Book Biennial) and Rock in Rio. Shoptime The first Brazilian home shopping channel (TV sales), Shoptime (www.shoptime.com.br) also operates over the Internet, through telephone sales and catalogues. The TV channel reaches 28 million Brazilian households, of which more than 12 million of these are through subscription TV (Sky channel 19 and NET channel 31) and over 16 million are through satellite dish antennas (Vertical 5B), with interactive transmissions that total 11 hours of live programming, 7 days a week. The TV channel has been on the air, 24 hours a day, since 1995, giving customers a quick and interactive purchase experience. The catalogue is distributed five times a year, throughout Brazil, with a print run of 400,000 copies each time it is posted. Currently, Shoptime offers 23 product categories. The focus of the Shoptime product assortment is its own brands, with an emphasis on portable electric items (Fun Kitchen); table, bath and bed linen (Home & Comfort); domestic utilities (La Cuisine); and Sports & Leisure (Life Zone). The information technology department also plays a strong role in this brand s product mix. Moreover, Shoptime operates a travel service, through Shoptime Viagens (www.viagens.shoptime.com.br). B2W Viagens B2W Viagens operates through the Americanas Viagens, Submarino Viagens, Shoptime Viagens and (in Argentina) the Submarino Viajes brands, selling travel packages, airline tickets, hotel reservations, cruises, travel insurance and car rental services in Brazil and abroad. The company reaches its customers over the Internet, through telephone and television sales, and has been working to boost its product mix, seeking to offer Latin America s biggest and best travel content. B2W Viagens goal is to build a platform making it possible for customers of each brand to plan and purchase their trips quickly and pleasantly. Following this innovation strategy, in 2010, B2W Viagens introduced Milevo (www.milevo.com.br), a travel guide with social networking components, which today has 13

14 more than 70,000 users. The site makes it possible for users to add their own comments about travel experiences, giving B2W Viagens access to a knowledgeable, qualified public. It is also worth mentioning that Milevo supplements B2W s market positioning strategy, as it interacts with customers in the trip planning phase and in the sharing of their experiences. In 2012, B2W Viagens was the first online Brazilian travel agency to introduce the Extreme Search function, which offers users a search option for airline tickets based on consulting flexibility. This innovative service, which B2W Viagens calls flexible search, shows airfares for different locations on a single world map. In partnership with Banco Bradesco, in 2010, B2W Viagens launched the bank s first online loyalty reward point redemption program, making it possible for customers to use the benefit for the acquisition of any airline, hotel or tourism package. In 2012, this partnership was extended to American Express branded cards. In 2011, B2W Viagens began its international expansion, through the official launch of travel operations in Argentina through the Submarino Viajes brand (www.submarinoviajes.com.ar). Ingresso.com Ingresso.com offers ticket purchase technology and services via the Internet for movies, theaters, shows, football games and cultural events. With over 4 million registered customers, it is Brazil s largest online ticket vendor. The company offers reserved seats over the Internet, with the customer comfortably choosing his or her preferred seating for movies and theater performances. Moreover, it has been investing in the sale of tickets for shows, having participated in a number of important world-class events such as Rock in Rio. Besides its own website (www.ingresso.com), including an exclusive version for mobile devices and an app for iphone, Blackberry and Android cell phones, Ingresso.com also is included on the Americanas.com, Submarino and Shoptime Internet sites. Another front on which it is active in Brazil is in the sale of its ticketing software. Currently, Ingresso.com is computerizing a number of movie theaters, legitimate theaters, sports arenas and events venues. Additionally, Ingresso.com has operations in other parts of Latin America. It is present in Mexico, Argentina and Chile, selling movie tickets in partnership with Cinemark. This initiative makes it possible for B2W Digital to exploit and understand new markets, with low ticket and operational costs. 14

15 Submarino Finance The result of a joint venture with Cetelem, Submarino Finance offers the Submarino Mastercard credit card, with special advantages available on the Submarino website, such as scheduling payments in 15 installments without incurring an interest charge, exclusive discounts, a differentiated credit limit, and the Leagues Program, for the accrual of leagues in exchange for Submarino products. For B2W Digital, the Submarino Card represents an opportunity to leverage sales especially through high-ticket items, reduced card administration costs, fostering customer loyalty and results income from consumer financing. Over the course of the year, we reached the 790,000 cards mark and a 40% share in sales through the Submarino website. BLOCKBUSTER Online B2W acquired the right to use the BLOCKBUSTER trademark on the Internet in Brazil and, in 2008, began offering online rentals of DVDs and Blu-ray Discs through its website (www.blockbuster.com.br). BLOCKBUSTER Online is a rental company that allows customers to choose films on the Internet, assemble a wish list, and receive/return the films in the comfort of their own homes. Subscription plans make it possible for customers to keep films in their possession without a previously scheduled return date and with no late fees being incurred. Today, BLOCKBUSTER Online has the largest collection of film titles in Brazil over 20,000. It operates in the states of São Paulo, Rio de Janeiro, Minas Gerais, Paraná, Santa Catarina and Rio Grande do Sul. It also has Latin America s largest collection of Blu-ray discs for rent about 2,000 titles. Last, but not least, it also offers video game rentals, making BLOCKBUSTER the only online company to offer DVDs, Blu-ray discs and games in Brazil. SouBarato At the close of 2011, the SouBarato.com.br website was launched, aimed at the sale of factory outlet inventory products. Ever since, the site has been performing very well, demonstrating that it represents a major opportunity to reach a differentiated public and, thereby, contributing to the Company s growth. The SouBarato site is an e-commerce store, whose great competitive advantage is its promotional prices lower than the market average which it offers its customers. The products sold are new and repackaged, all having undergone strict quality testing procedures, and are in perfect condition to be offered for sale. 15

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17 Commitment to transparency Listed on the Novo Mercado segment of the BM&FBOVESPA, B2W complies with the strictest information disclosure requirements The Company is committed to transparency in disclosure of information to society and the equal treatment of all shareholders. Among the strict requirements that we meet is disclosure of our share base, comprised exclusively of common shares, and the election of independent members to sit on the Board of Directors. According to the Bylaws, the management of the Company is carried out by a Board of Directors comprised of seven members, of which four are nominated by the controlling shareholder, Lojas Americanas, and three are independent members and a Board of Executive Officers, supported by internal committees. It is the responsibility of the Board of Directors to establish the Company s general business orientation, approving guidelines, policies and basic goals for each of its main activity areas, among other tasks. The Board of Directors is also responsible for electing and dismissing the Company s officers and defining their responsibilities and competencies. Currently, the Board of Executive Officers is comprised of eight members, each of whom holds a three-year term of office. It is the task of the officers to execute the business strategy defined by the Board of Directors, through the preparation of plans and projects, as well as the Company s operational and financial performance. As provided for in the Company s Bylaws, since April 2011, B2W has established and had in operation both an audit committee and a fiscal council. Board of Directors Independent Members Luiz Carlos Di Sessa Filippetti Mauro Muratorio Not Paulo Antunes Veras Representatives of the Controlling Shareholder Celso Alves Ferreira Louro Jorge Felipe Lemann Miguel Gomes Pereira Sarmiento Gutierrez Osmair Antonio Luminatti 17

18 B2W DIGITAL s Board of Executive Officers Anna Christina Ramos Saicali, President and CEO Carlos Eduardo Rosalba Padilha, Operating Officer Flávio de Almeida Serapião, Operating Officer Fabio da Silva Abrate, Investor Relations Officer José Timotheo Barros, Operating Officer Márcio Cruz Meirelles, Sales Officer Murilo dos Santos Corrêa, Finance Officer Thiago Mendes Barreira, Sales Officer Best practices Company shareholders have the right to vote in shareholders meetings and 100% tag along rights, among other guarantees B2W is listed on the Novo Mercado (New Market). This differentiated listing segment is designed for the trading of shares of companies that voluntarily commit to comply with best corporate governance practices and a level of disclosure that is greater than that required by Brazilian legislation. We are highlighting below some of the differentiated practices guaranteed by our Company: Shareholders Common shares with the right to vote The share capital must be comprised exclusively of common shares with the right to vote in all of the Company s General Shareholder Meetings; 100% tag along In the event of the sale of the Company, all shareholders have the right to sell their shares at the same price paid by the controlling shareholder block. Dividends According to the Company s Bylaws, payment of dividends at a minimum amount of 25% of net profits for a given fiscal period is mandatory, adjusted, as required, under current legislation. 18

19 Information transparency Quarterly reports The Company complies with minimum standards of quarterly information reporting, with disclosures of a cash flow statement and consolidated reports reviewed by an independent auditor. Disclosure of stock trades The Company adheres to a requirement to disclose, on a monthly basis, any trades conducted by the Company s controlling shareholders, members of the Board of Directors and officers, involving the Company s stock. Calendar The Company prepares a calendar of corporate events, which is made available to its shareholders. Financial reports As of the close of the second fiscal year after admission into the Novo Mercado, the Company has prepared annual financial reports based on an internationally accepted standard. Public meeting At least once a year, the Company conducts a public meeting with analysts and any other interested parties, to disclose information regarding its economic/financial situation, projects and outlook. Translation of financial statements into English Following the close of each fiscal year and each quarter, the Company must publish, in the English language, the set of consolidated financial statements, or individual statements in the event it does not prepare consolidated statements, accompanied by a management report or comment regarding the Company s performance and the opinion or report of the special review prepared by the independent auditors, as provided for in Brazilian legislation. Free float of shares Ensures that a minimum of 25% of B2W s shares are on free float. Arbitration Exclusive adoption of Bovespa s arbitration rules, through which the Company, the controlling shareholder, the managers and the members of the Board of Directors commit themselves to resolve any and all disputes or controversies related to the listing regulation through arbitration. Customer satisfaction B2W Digital, whose goal is to establish a new digital consumption experience in Latin America, is working intensely to resolve any issues that could have a negative impact on its customers. Our commitment is to offer the best shopping experience each and every day. The Company has spared no effort and dedication to improve and revise its logistical processes and staff training and qualifications. In 2012, the reflection of these investments was a 59% decline in complaints to PROCON-SP (the São Paulo Consumer Defense and Protection agency), compared to the previous year. This reduction occurred mainly as a result of the daily 19

20 monitoring of indicators, coupled with infrastructure investments, and the automation of the opening of new distribution centers, along with strategic alliances with the main transportation companies that render services to B2W. To guarantee customer satisfaction, a specialized team monitors case resolutions and contacts customers via and/or telephone. At the end of these contacts, a survey is conducted, which allows customers to grade the service provided, report if problems were resolved in a satisfactory manner and if he or she would do business with our company again. In 2013, we will maintain our commitment to customer satisfaction and intend to develop new satisfaction survey tools. [PR5] Regarding the right to privacy and the storage of customer information and data, we are proud to report that our legal department s active case base has not received any complaints of this type. Our customer base is the main asset we possess and, therefore, respect and security are critical aspects in this relationship. Ever since its creation, B2W is the only entity responsible for the entire customer purchase process, with this data being inaccessible to all others. [PR8] Supplier relations It is B2W s practice to strive for continuous improvements in its stakeholder relations, which includes the supply chain. We work together to always offer the best products, best prices, best delivery and best customer service. Our suppliers must comply with the Company s internal policies, conducting their businesses ethically and in accordance with the contracts signed with our organization. These contracts contain clauses that, among other things, refer to compliance with laws and regulations, respect for employees and respect for the environment. We always seek to prioritize the contracting of local service providers in the states where we have business units. Besides complying with the internal policies of the Company and the contracts that have been signed, suppliers must also satisfy the requirements of current laws and regulations regarding the supply and use of products and services, and they are fully responsible for the labelling on the packaging of the products that the Company sells. In this regard, we have had no reports of mislabeling, nor any subsequent inquiries related to this particular matter. [EC6, PR3 and PR4] 20

21 IR: Clear and efficient communications Investor Relations (IR) is the Company division responsible for establishing clear and efficient communications with the market (analysts, investors and shareholders). To this end, B2W Digital maintains a number of contact channels, such as a bilingual website, containing updated information about the Company, as well as its address and contact telephone numbers. Annually, IR organizes a public meeting for analysts and shareholders that is open to all stakeholders. The division also participates in investor-oriented events and conferences. Furthermore, it publishes a corporate calendar of events, annual and quarterly reports, as well as documents that are required by law. Furthermore, it is responsible for market disclosures, such as material facts, which are also sent, simultaneously, to the Brazilian Securities and Exchange Commission (CVM), BM&BOVESPA and the investing public. External audit Pursuant to CVM Instruction 381, the Company reports that its independent auditors rendered services for evaluating the tax and accounting procedures adopted by the Company, having been hired on June 25, 2012, receiving fees of R$ 250,000, representing about 25% of the total fees related to the external auditing services. The aforementioned services already have been carried out and are not in conflict with the rules regarding independence of independent auditors. The Company s policy regarding the hiring of independent auditors for services not related to the outside audit assures that there is no conflict of interest or loss of independence or objectivity with regard to the independent auditors work. The Company s policy regarding the hiring of independent auditors for services not related to the outside audit assures that there is no conflict of interest or loss of independence or objectivity with regard to the independent auditors work. Community Concern for the development of people through education, art and culture always has permeated our activities. During 2012, we sponsored and participated in important cultural events, such as the Book Biennial, where we conducted a book donation campaign on behalf of the Support Group for Teenagers and Children with Cancer (GRAAC); Rock in Rio; Casa Cor; Athina Onassis Horse Show; Campus Party Brasil; and others. In January 2013, we concluded an ambitious project through which B2W gave its associates and society in general a present a large and colorful mural in the port district of Rio de Janeiro, where we are headquartered, at the precise moment the region is being 21

Introduction... 3. Message from Management... 5. Organizational Profile... 8. The Company... 9. Awards and Recognition... 11. Governance...

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