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General



The following discussion provides information about the major components of the
results of operations and financial condition of the Company. This discussion
and analysis should be read in conjunction with the Consolidated Financial
Statements and Notes to Consolidated Financial Statements included in this
report and in the Company's Annual Report on Form 10-K for the year ended
December 31, 2021.



Critical Accounting Policies



For a discussion of the Company's critical accounting policies, including its
allowance for loan losses and asset impairment judgments, see Note 1 in the
Notes to Consolidated Financial Statements above, and in the Company's Annual
Report on Form 10-K for the year ended December 31, 2021.



Executive Summary


? Net income was $2.8 million, or $0.50 per share, in the third quarter of 2022,

compared to $2.7 million, or $0.45 per share, in the third quarter of 2021.

For the nine months ended September 30, 2022, net income was $7.4 million, or

$1.32 per share, compared to net income of $6.8 million, or $1.14 per share,

for the nine months ended September 30, 2021.

? Net interest margin ("NIM") was 3.70% for the third quarter of 2022, compared

to 3.54% in the second quarter of 2022, and 3.60% in the third quarter of

2021.

? Total assets increased $27.9 million, or 2.80%, to $1.02 billion at September

30, 2022 from $995.8 million at December 31, 2021.

? Net loans were $732.8 million at September 30, 2022, an increase of $54.9

million, or 8.10%, when compared to $677.9 million at December 31, 2021.

? Total deposits were $945.7 million at September 30, 2022, an increase of $47.5

million, or 5.28%, from $898.2 million at December 31, 2021.

? Annualized return on average assets decreased to 1.07% for the quarter ended

September 30, 2022, from 1.11% for the quarter ended September 30, 2021, due

mainly to growth in total assets. Annualized return on average equity

increased to 14.69% for the quarter ended September 30, 2022, from 12.13% for

the quarter ended September 30, 2021.

? Earnings for the first nine months of 2022 represented an annualized return on

average assets of 0.98% and an annualized return on average equity of 12.65%,

compared to 0.99% and 10.57%, respectively, for the first nine months of 2021.






Results of Operations



Results of Operations for the Three Months ended September 30, 2022 and 2021





Net interest income after provision for loan losses in the third quarter of 2022
was $8.8 million, compared to $7.9 million in the third quarter of 2021,
primarily reflecting increased interest income and a reduction in interest
expense.  Total interest income was $9.4 million in the third quarter of 2022,
representing an increase of $728 thousand in comparison to the third quarter of
2021.  Interest income on loans decreased in the quarterly comparison by $42
thousand, primarily due to a decrease in SBA-PPP related interest and fees of
$1.1 million from the year ago period.  From September 30, 2021 to September 30,
2022, SBA-PPP loans decreased by $37.7 million; however, this decrease has been
offset by higher yielding organic loan growth of $92.5 million.  Management
anticipates that this loan growth, in addition to higher rates in the current
year, will have a positive impact on both earning assets and loan yields.
Interest income on securities increased by $444 thousand in the quarterly
comparison as a result of the $58.0 million increase in the securities
portfolio, excluding market value changes, from the year ago period.  The
Company also successfully reduced interest expense on deposits by $182 thousand,
or 32.73%, in the quarterly comparison, reflecting rate reductions in deposit
offerings.  Management anticipates that interest expense will increase in the
near term as competitive pressures for deposits may result in increases in rates
on deposit offerings, especially on time deposits.





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                         Part I.  Financial Information


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Results of Operations for the Three Months ended September 30, 2022 and 2021, continued





The provision for loan losses was $148 thousand for the quarter ended September
30, 2022, compared to $219 thousand for the quarter ended September 30, 2021.
During the third quarter of 2022, Parkway recorded $14 thousand in net charge
offs compared to $11 thousand in net charge offs for the third quarter of 2021.
The reserve for loan losses at September 30, 2022 was approximately 0.83% of
total loans, compared to 0.81% at September 30, 2021. Management's estimate of
probable credit losses inherent in the acquired loan portfolio from Cardinal
Bankshares Corporation and Great State Bank was reflected as a purchase discount
which will continue to be accreted into income over the remaining life of the
acquired loans. As of September 30, 2022, the remaining unaccreted discount on
the acquired loan portfolios totaled $737 thousand. This remaining discount can
be used for credit losses if a loss occurs on individual loans in the purchased
portfolios.



Third quarter 2022 noninterest income was $1.6 million compared with $1.8
million in the third quarter of 2021. Income from service charges and fees
increased by $212 thousand, offsetting a $201 thousand decrease in mortgage
origination fees as mortgage origination volume has declined compared to the
year ago period. Nonrecurring income of $265 thousand from net realized gains on
the sale of securities was recorded in the third quarter of 2021. Excluding this
nonrecurring income of $265 thousand in 2021, noninterest income increased by
$22 thousand for the third quarter of 2022 compared to the third quarter of
2021.



Noninterest expense in the quarterly comparison was negatively impacted by
rising inflation in 2022, and the added cost from branch expansion earlier in
the year. Noninterest expense increased $616 thousand, or 9.80%, from the third
quarter of 2021 to the third quarter of 2022. There was an increase in salary
and benefit costs of $230 thousand, while occupancy and equipment expenses
increased $232 thousand in the quarterly comparisons. FDIC assessments increased
by $38 thousand to adjust for continued deposit growth, offsetting a decrease in
core deposit intangible amortization of $29 thousand in the quarterly
comparison.



Net income before taxes was comparable at $3.5 million and $3.4 million in the
quarterly comparison, resulting in income tax expense of $701 thousand for both
the three months ended September 30, 2022 and 2021, respectively.



Results of Operations for the Nine Months ended September 30, 2022 and 2021





For the first nine months of 2022, net interest income after provision for loan
losses was $24.8 million compared to $22.7 million for the first nine months of
2021.  Interest income increased by $1.4 million, primarily due to an increase
of $1.2 million in interest income on securities and an increase of $463
thousand in interest income on interest-bearing deposits in banks, which offset
a decrease in loan interest income of $169 thousand during the first nine months
of 2022, compared to the first nine months of 2021.  Interest income on loans
decreased in the nine-month comparison, primarily due to a decrease in SBA-PPP
related interest and fees of $1.2 million from the year ago period.  Excluding
SBA-PPP related interest and fees of $1.8 million for the first nine months of
2022 and $3.0 for the first nine months of 2021, interest income on loans would
have increased $1 million, reflecting our core loan growth as well as the
current rate environment.  Interest expense on deposits decreased by $625
thousand for the nine months ended September 30, 2022 compared to the same
period last year.  This is a reflection of the reduced rates for savings and
time deposits, as previously discussed, along with a reduction in time deposit
balances from a year ago.



For the nine months ended September 30, 2022 and 2021, noninterest income was
$4.7 million and $4.8 million, respectively. Included in noninterest income for
the nine months ended September 30, 2022 was nonrecurring income from life
insurance contracts of $217 thousand, and for the nine months ended September
30, 2021, there was nonrecurring income of $200 thousand from a one-time lease
termination fee and $265 thousand from net realized gains on the sale of
securities. Excluding these items, noninterest income increased $144 thousand in
the nine-month comparison, primarily as a result of increased income from
service charges and fees of $715 thousand, partially offset by a decrease of
$502 thousand in mortgage origination income.



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Results of Operations for the Nine Months ended September 30, 2022 and 2021, continued





Noninterest expenses in the nine-month comparison was negatively impacted by
rising inflation in 2022, and the added cost from branch expansion earlier in
the year. For the nine-month period ended September 30, 2022, total noninterest
expenses increased by $1.3 million compared to the same period in 2021. Salary
and benefit cost increased by $459 thousand, occupancy and equipment expenses
increased by $520 thousand, and telephone expense increased by $72 thousand from
the first nine months of 2021 to 2022. FDIC assessments increased by $113
thousand in the nine-month comparison due to continued deposit growth.



In total, income before taxes increased by $626 thousand over the first nine
months of 2022 compared to the first nine months of 2021. Income tax expense
increased by $45 thousand over the prior year, resulting in an increase in net
income of $581 thousand for the nine months ended September 30, 2022, compared
to the same period in 2021.



Financial Condition



Total assets increased by $27.9 million, or 2.80%, to $1.02 billion at September
30, 2022 from $995.8 million at December 31, 2021.  The growth in assets during
the first nine months of 2022 primarily reflects an increase in gross loans and
deposits.  Total loans increased by $55.5 million, or 8.11%, to $739.0 million
at September 30, 2022 from $683.5 million at December 31, 2021.  SBA-PPP loans
decreased by $24.4 million during the first nine months of 2022; however, this
decrease was offset by higher yielding organic loan growth of $80.7 million
during the first nine months of 2022, which is an annualized rate of 16.50%.
Gross loans at September 30, 2022 included $96 thousand in SBA-PPP loans with
net deferred fees of $10 thousand.



Investment securities increased by $8.8 million to $138.5 million at September
30, 2022 from $129.7 million at December 31, 2021. The increase in the first
nine months of 2022 was the result of $45.2 million in purchases, offset by
paydowns, calls, and maturities of $10.6 million, and an increase in unrealized
losses of $25.6 million as a result of the increase in interest rates during the
first nine months of 2022.



Total deposits increased by $47.5 million, or 5.28%, to $945.7 million at
September 30, 2022 from $898.2 million at December 31, 2021. Deposit growth
continues to reflect increased balances held by customers, organic growth in our
markets and new customer deposits. Lower-cost core deposits (demand deposits,
savings, and money market accounts) increased by $62.8 million during the first
nine months of 2022, resulting in annualized growth of 11.85%, while time
deposit balances decreased by $15.3 million.



Total stockholders' equity decreased by $14.7 million, or 17.23% to $70.5
million at September 30, 2022, from $85.2 million at December 31, 2021. The
change during the first nine months of 2022 reflects earnings of $7.4 million,
offset by dividend payments of $1.8 million, stock repurchases of $154 thousand,
and an unrealized loss on the value of the securities portfolio as a result of
increased interest rates during the first nine months of 2022. As interest rates
rise, we anticipate continued negative pressure on the market value of our
investment portfolio which is recognized on our balance sheet as a reduction in
stockholders' equity. However, management does not anticipate the need to sell
any investment securities prior to their scheduled maturity, therefore we do not
expect market value changes to impact future earnings.



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

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Nonperforming and Problem Assets





Certain credit risks are inherent in making loans, particularly commercial and
consumer loans. Management prudently assesses these risks and attempts to manage
them effectively. The Bank attempts to use shorter-term loans and, although a
portion of the loans have been made based upon the value of collateral, the
underwriting decision is generally based on the cash flow of the borrower as the
source of repayment rather than the value of the collateral. The Bank also
attempts to reduce repayment risk by adhering to internal credit policies and
procedures. These policies and procedures include officer and customer limits,
periodic loan documentation review and follow up on exceptions to credit
policies.



The following table provides information about the allowance for loan losses,
nonperforming assets and loans past due 90 days or more and still accruing as of
September 30, 2022 and December 31, 2021.



                                                              September 30,       December 31,
                                                                  2022                2021

Allowance for loan losses                                    $         6,168     $        5,677
Total loans                                                  $       738,992     $      683,532
Allowance for loan losses to total loans                                0.83 %             0.83 %

Nonperforming loans:
Nonaccrual loans                                             $         1,770     $        1,320
Restructured loans                                                     2,371              3,167
Purchased credit-impaired loans on accrual status                         93                103
Loans past due 90 days or more and still accruing                          -                  -
Total nonperforming loans                                              4,234              4,590
Foreclosed assets                                                          -                  -
Total nonperforming assets                                   $         4,234     $        4,590

Total nonperforming loans as a percentage to total loans                0.57 %             0.67 %
Total allowance for loan losses to nonperforming loans                145.68 %           123.68 %
Total nonperforming assets as a percentage to total assets              0.41 %             0.46 %
Total nonaccrual loans as a percentage to total loans                   0.24 %             0.19 %
Total allowance for loan losses to nonaccrual loans                   348.47 %           430.08 %




Total nonperforming loans were 0.57% of total outstanding loans as of September
30, 2022 and 0.67% as of December 31, 2021, respectively. The majority of the
increase in nonaccrual loans for the first nine months of 2022 came in the
"commercial mortgage" category as a result of one large credit going into
nonaccrual status. Nonaccrual loans in this category increased by $520 thousand.
Loans are placed in nonaccrual status when, in management's opinion, the
borrower may be unable to meet payments as they become due. When interest
accrual is discontinued, all unpaid accrued interest is reversed.



Loans are removed from nonaccrual status when they are deemed a loss and charged
to the allowance, transferred to foreclosed assets, or returned to accrual
status based upon performance consistent with the original terms of the loan or
a subsequent restructuring thereof. Management's ability to ultimately resolve
these loans either with or without significant loss will be determined, to a
great extent, by general economic and real estate market conditions.



Restructured loans represent troubled debt restructurings ("TDRs") that have
returned to accrual status after a period of performance in accordance with
their modified terms. The decrease in restructured loans from December 31, 2021
to September 30, 2022 came primarily in the form of principal reductions. A TDR
is considered to be successful if the borrower maintains adequate payment
performance under the modified terms and is financially stable.



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Nonperforming and Problem Assets, continued





There were no foreclosed assets as of September 30, 2022 or December 31, 2021.
More information on nonperforming assets and loan modifications in response to
COVID-19 can be found in Note 4 of the "Notes to Consolidated Financial
Statements."



As of September 30, 2022 and December 31, 2021, we had loans with a current
principal balance of $6.8 million and $10.9 million rated "Watch" or "Special
Mention".  The "Watch" classification is utilized by us when we have an initial
concern about the financial health of a borrower that indicate above average
risk.  We then gather current financial information about the borrower and
evaluate our current risk in the credit.  After this review we will either move
the loan to a higher risk rating category or move it back to its original risk
rating.  Loans may be left rated "Watch" for a longer period of time if, in
management's opinion, there are risks that cannot be fully evaluated without the
passage of time, and we want to review it on a more regular basis.  Assets that
do not currently expose the Bank to sufficient risk to warrant a classification
such as "Substandard" or "Doubtful" but otherwise possess weaknesses are
designated "Special Mention".  Loans rated as "Watch" or "Special Mention" are
not considered "potential problem loans" until they are determined by management
to be classified as "Substandard".  As of September 30, 2022, potential problem
loans classified as substandard totaled $5.3 million compared to $6.0 million at
December 31, 2021.  Past due loans are often regarded as a precursor to further
credit problems which would lead to future increases in nonaccrual loans or
other real estate owned.  As of September 30, 2022, loans past due 30-89 days
and still accruing totaled $293 thousand compared to $346 thousand at December
31, 2021.



Certain types of loans, such as option adjustable rate mortgage products,
subprime loans and loans with initial teaser rates, can have a greater risk of
non-collection than other loans. The Bank has not offered these types of loans
in the past and does not offer them currently. Junior-lien mortgages can also be
considered higher risk loans. Our junior-lien portfolio at September 30, 2022
totaled $3.4 million, or 0.47% of total loans. The charge-off rates in this
category do not vary significantly from other real estate secured loans in the
current year.



The allowance for loan losses is maintained at a level adequate to absorb
potential losses.  Some of the factors which management considers in determining
the appropriate level of the allowance for loan losses are: past loss
experience, an evaluation of the current loan portfolio, identified loan
problems, the loan volume outstanding, the present and expected economic
conditions in general, and in particular, how such conditions relate to the
market area that the Bank serves.  Bank regulators also periodically review the
Bank's loans and other assets to assess their quality.  Loans deemed
uncollectible are charged to the allowance.  Provisions for loan losses and
recoveries on loans previously charged off are added to the allowance.  The
reserve for loan losses was approximately 0.83% of total loans at September 30,
2022 and December 31, 2021.  Management's estimate of probable credit losses
inherent in the acquired Cardinal Bankshares Corporation and Great State loan
portfolios was reflected as a purchase discount which will continue to be
accreted into income over the remaining life of the acquired loans.  As of
September 30, 2022, the remaining unaccreted discount on the acquired loan
portfolios totaled $737 thousand.  This remaining discount can be used for
credit losses if a loss occurs on individual loans in the purchased portfolios.





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

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Analysis of Net Charge-Offs


The following table shows net charge-offs, average loan balances and the percentage of charge-offs to average loan balances for the nine months ended September 30, 2022 and 2021, and the year ended December 31, 2021.





                                                            Nine months ended September 30, 2022
                                                                                           Percentage of Net
                                                                                             (Charge-Offs)
                                                     Net                                     Recoveries to
                                                (Charge-Offs)           Average                 Average
(dollars in thousands)                           Recoveries              Loans                   Loans

Construction & development                     $             3       $       44,953                      0.01 %
Farmland                                                     -               24,293                      0.00 %
Residential                                                 11              322,360                      0.00 %
Commercial mortgage                                          8              243,091                      0.00 %
Commercial & agriculture                                    17               39,220                      0.04 %
SBA-PPP                                                      -               10,598                      0.00 %
Consumer & other                                           (50 )           

 22,894                    (0.22% )
Total                                          $           (11 )     $      707,409                      0.00 %




                                                            Nine months ended September 30, 2021
                                                                                           Percentage of Net
                                                                                             (Charge-Offs)
                                                     Net                                     Recoveries to
                                                (Charge-Offs)           Average                 Average
(dollars in thousands)                           Recoveries              Loans                   Loans

Construction & development                     $             3       $       44,544                      0.01 %
Farmland                                                     -               30,997                      0.00 %
Residential                                                  2              287,589                      0.00 %
Commercial mortgage                                         61              218,896                      0.03 %
Commercial & agriculture                                    45               33,503                      0.13 %
SBA-PPP                                                      -               55,763                      0.00 %
Consumer & other                                           (37 )             18,256                    (0.20% )
Total                                          $            74       $      689,548                      0.01 %




                                           Year ended December 31, 2021
                                                                   Percentage of Net
                                                                     (Charge-Offs)
                                   Net                               Recoveries to
                              (Charge-Offs)         Average             Average
(dollars in thousands)         Recoveries            Loans               Loans

Construction & development   $             5       $   44,437                    0.01 %
Farmland                                   -           29,766                    0.00 %
Residential                                2          289,445                    0.00 %
Commercial mortgage                       61          220,897                    0.03 %
Commercial & agriculture                  45           34,457                    0.13 %
SBA-PPP                                    -           49,438                    0.00 %
Consumer & other                         (59 )         19,147                  (0.31% )
Total                        $            54       $  687,587                    0.01 %




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Liquidity



Liquidity is the ability to convert assets to cash to fund depositors'
withdrawals or borrowers' loans without significant loss. Unsecured federal fund
lines available from correspondent banks totaled $73.0 million at September 30,
2022. The Bank had no balances outstanding on these lines as of September 30,
2022 and December 31, 2021, respectively. In addition, the Bank has the ability
to borrow up to approximately $259.5 million from the FHLB, subject to the
pledging of collateral.



At September 30, 2022, the Bank had no debt outstanding classified as long-term.
At December 31, 2021, the Bank's long-term debt consisted of a $5.0 million
advance from FHLB, which was scheduled to mature on December 6, 2029. On March
31, 2022, the Bank prepaid the $5.0 million advance and incurred a prepayment
penalty of $8 thousand.



The Bank uses cash and federal funds sold to meet its daily funding needs. If
funding needs are met through holdings of excess cash and federal funds, then
profits might be sacrificed as higher-yielding investments are foregone in the
interest of liquidity. Therefore, management determines, based on such items as
loan demand and deposit activity, an appropriate level of cash and federal funds
and seeks to maintain that level.



The Bank's investment security portfolio also serves as a source of liquidity.
The primary goals of the investment portfolio are liquidity management and
maturity gap management. As investment securities mature, the proceeds are
reinvested in federal funds sold if the federal funds level needs to be
increased; otherwise, the proceeds are reinvested in similar investment
securities. The majority of investment security transactions consist of
replacing securities that have been called or matured. The Bank keeps a portion
of its investment portfolio in unpledged assets with average lives or repricing
terms of less than 60 months. These investments are a preferred source of funds
because their market value is not as sensitive to changes in interest rates as
investments with longer durations.



As a result of the steps described above, management believes that the Company
maintains overall liquidity sufficient to satisfy its depositors' requirements
and meet its customers' credit needs. The liquidity ratio (the level of liquid
assets divided by total deposits plus short-term liabilities) was 18.3% and
23.1% for the periods ended September 30, 2022 and December 31, 2021,
respectively. These ratios are considered to be adequate by management.



Capital Resources



A significant measure of the strength of a financial institution is its capital
base. Federal regulations have classified and defined capital into the following
components: (1) Tier 1 capital, which includes common shareholders' equity and
qualifying preferred equity, and (2) Tier 2 capital, which includes a portion of
the allowance for loan losses, certain qualifying long-term debt and preferred
stock which does not qualify as Tier 1 capital. Financial institutions are also
subject to the BASEL III requirements, which includes as part of the capital
ratios profile the Common Equity Tier 1 risk-based ratio. Minimum capital levels
are regulated by risk-based capital adequacy guidelines, which require a
financial institution to maintain capital as a percentage of its assets, and
certain off-balance sheet items adjusted for predefined credit risk factors
(risk-adjusted assets).



Regulatory guidelines relating to capital adequacy provide minimum risk-based
ratios at the Bank level which assess capital adequacy while encompassing all
credit risks, including those related to off-balance sheet activities. At
September 30, 2022, the Bank exceeded minimum regulatory capital requirements
and is considered to be "well capitalized."



At September 30, 2022, Parkway's equity to asset ratio was 6.89% and the Bank's
capital was in excess of regulatory requirements as discussed above. The Company
will continue to monitor the effects of COVID-19 and rising inflation in
determining future cash dividends and any requirements for additional capital
each quarter. Parkway declared and paid dividends of $1.8 million, and had $154
thousand of stock repurchases for the first nine months of 2022.



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Forward-Looking Statements



Certain information contained in this discussion may include "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Act of 1934 as amended.  These
include statements as to expectations future financial performance and any other
statements regarding future results or expectations.  We intend 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 and are including this statement for purposes of these safe harbor
provisions.  Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies, and expectations of the Company, are
generally identified by the use of words such as "believe," "expect," "intend,"
"anticipate," "estimate," or "project" or similar expressions.  Our ability to
predict results, or the actual effect of future plans or strategies, is
inherently uncertain.  Factors which could have a material adverse effect on the
operations and future prospects of the Company and its subsidiaries include, but
are not limited to:  changes in interest rates and general economic conditions;
the effects of the COVID-19 pandemic, including the Company's credit quality and
business operations, as well as its impact on general economic and financial
market conditions; the effect of changes in banking, tax and other laws and
regulations and interpretations or guidance thereunder; monetary and fiscal
policies of the U.S. government, including policies of the U.S. Treasury and the
Federal Reserve; the quality and composition of the loan and securities
portfolios; demand for loan products; deposit flows; competition; demand for
financial services in the combined company's market area; the implementation of
new technologies; the ability to develop and maintain secure and reliable
electronic systems; accounting principles, policies, and guidelines and other
factors identified in Item 1A, "Risk Factors," in the Company's Annual Report on
Form 10-K for the year ended December 31, 2021.  These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements.  We undertake no obligation to update
or clarify these forward­looking statements, whether as a result of new
information, future events or otherwise.





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