Bond Chili 3.86% ( US168863CE60 ) in USD

Chili

74.97 % ▼

Chile

US168863CE60 ( in USD )

3.86% per year ( payment 2 times a year)

20/06/2047

Prospectus brochure of the bond Chile US168863CE60 en USD 3.86%, maturity 20/06/2047

168863CE6

21/12/2025 ( In 172 days )

Chile is a long, narrow South American country extending along the Pacific coast, known for its diverse geography, including the Atacama Desert, Andes Mountains, and Patagonia.

The Bond issued by Chili ( Chile ) , in USD, with the ISIN code US168863CE60, pays a coupon of 3.86% per year.
The coupons are paid 2 times per year and the Bond maturity is 20/06/2047

424B5 1 a2232439z424b5.htm 424B5
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TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)5
Registration Statement No. 333-183920 and
No. 333-208778
Prospectus Supplement
To Prospectus Dated January 12, 2016
Republic of Chile
US$1,541,831,000 3.860% Notes due 2047
The 3.860% notes due 2047 (which we refer to as the "notes") will mature on June 21, 2047 and will bear interest at a rate of 3.860% per year.
Interest on the notes is payable on June 21 and December 21 of each year, commencing on December 21, 2017. The notes are not redeemable prior to
maturity.
The notes will be issued under an indenture and constitute a separate series of debt securities under the indenture. The indenture contains
provisions regarding future modifications to the terms of the notes that differ from those applicable to Chile's outstanding public external indebtedness
issued prior to December 2, 2014. Under these provisions, which are described beginning on page 9 of the accompanying prospectus dated January 12,
2016, Chile may amend the payment provisions of any series of debt securities (including the notes) and other reserve matters listed in the indenture
with the consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the aggregate principal amount of the
outstanding debt securities of such series; (2) with respect to two or more series of debt securities, if certain "uniformly applicable" requirements are
met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the
aggregate; or (3) with respect to two or more series of debt securities, more than 662/3% of the aggregate principal amount of the outstanding notes of
all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt
securities of each series affected by the proposed modification, taken individually.
The notes will constitute direct, general, unconditional and unsubordinated external indebtedness of Chile for which the full faith and credit of
Chile is pledged. The notes rank and will rank without any preference among themselves and equally with all other unsubordinated external
indebtedness of Chile. It is understood that this provision will not be construed so as to require Chile to make payments under the notes ratably with
payments being made under any other external indebtedness.
Application will be made to list the notes on the official list of the Luxembourg Stock Exchange and to admit the notes for trading on the Euro
MTF market.
The underwriters expect to deliver the notes to purchasers on or about June 21, 2017.
Neither the Securities and Exchange Commission nor any state securities commission or regulatory body has approved or disapproved of
these securities or determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
This prospectus supplement, together with the accompanying prospectus dated January 12, 2016, shall constitute a prospectus for the purpose of
the Luxembourg law dated July 10, 2005 (as amended) on prospectuses for securities.
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED
DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO INCLUDING DIRECTIVE 2010/73/EU (THE "PROSPECTUS DIRECTIVE") MUST
BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE).
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The underwriters are offering the notes subject to various conditions. The underwriters expect to deliver the notes to purchasers on or about
June 21, 2017, through the book-entry facilities of The Depository Trust Company, or DTC, and its direct or indirect participants including
Euroclear S.A./N.V., or Euroclear, and Clearstream Banking, société anonyme, or Clearstream.

Public Offering
Underwriting
Proceeds to Chile

Price(1)

Discount

(before expenses)

Per note

99.841%

0.065%

99.776%(1)

Total for the notes

US$1,539,379,489

US$1,002,190
US$1,538,377,299

(1)
Plus accrued interest, if any, from June 21, 2017.
Joint lead managers and bookrunners
Citigroup

Goldman Sachs & Co. LLC

HSBC

J.P. Morgan

June 13, 2017
Table of Contents
We are responsible for the information contained in this prospectus supplement and the accompanying prospectus and in any related free-
writing prospectus we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility
for any other information that others may give you.
TABLE OF CONTENTS
Prospectus Supplement

Page

About this Prospectus Supplement
S-1
Certain Defined Terms and Conventions
S-3
Summary of the Offering
S-4
Use of Proceeds
S-6
Recent Developments
S-7
Description of the Notes
S-30
United States Federal Income Taxation
S-32
Underwriting (Conflicts of Interest)
S-34
Validity of the Notes
S-40
General Information
S-41
Prospectus

Page

About this Prospectus

1
Forward-Looking Statements

1
Data Dissemination

2
Use of Proceeds

2
Description of the Securities

3
Taxation

19
Plan of Distribution

24
Official Statements

25
Validity of the Securities

25
Authorized Representative

26
General Information

26
Table of Contents
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement supplements the accompanying prospectus dated January 12, 2016, relating to Chile's debt securities and warrants. If
the information in this prospectus supplement differs from the information contained in the accompanying prospectus, you should rely on the updated
information in this prospectus supplement.
You should read this prospectus supplement along with the accompanying prospectus. Both documents contain information you should consider
when making your investment decision. You should rely only on the information provided in this prospectus supplement and the accompanying
prospectus. Chile has not authorized anyone else to provide you with different information. Chile and the underwriters are offering to sell the notes and
seeking offers to buy the notes only in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the
accompanying prospectus is current only as of their respective dates.
Chile is furnishing this prospectus supplement and the accompanying prospectus solely for use by prospective investors in connection with their
consideration of a purchase of the notes. Chile confirms that:
·
the information contained in this prospectus supplement and the accompanying prospectus is true and correct in all material respects and
is not misleading as of its date;
·
it has not omitted facts, the omission of which makes this prospectus supplement and the accompanying prospectus as a whole
misleading; and
·
it accepts responsibility for the information it has provided in this prospectus supplement and the accompanying prospectus.
In connection with the offering of the notes, J.P. Morgan Securities LLC, or any person acting for it, may over-allot the notes or effect transactions
with a view to supporting the market price of the notes at a level higher than that which might otherwise prevail. However, there is no assurance that
J.P. Morgan Securities LLC, or any person acting for it, will undertake any stabilization action. Any stabilization action may begin at any time after the
adequate public disclosure of the final terms of the offer of the notes and, if begun, may be ended at any time, but it must end no later than the earlier of
30 days after the closing date and 60 days after the date of the allotment of the notes. Any stabilization action or over-allotment must be conducted by
the J.P. Morgan Securities LLC, or any person acting for it, in accordance with all applicable laws and regulations.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the European Economic Area will be
made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Accordingly any person
making or intending to make an offer in that Member State of notes which are the subject of the offering contemplated in this prospectus supplement
may only do so in circumstances in which no obligation arises for Chile or any of the underwriters to publish a prospectus pursuant to Article 3 of the
Prospectus Directive in relation to such offer. Neither Chile nor the underwriters have authorized, nor do they authorize, the making of any offer of
notes in circumstances in which an obligation arises for Chile or the underwriters to publish a prospectus for such offer.
In relation to each Member State of the European Economic Area, with effect from and including the date on which the Prospectus Directive was
implemented in that Member State (the "Relevant Implementation Date"), an offer to the public of any notes which are the subject of the offering
contemplated by this prospectus supplement (the "Securities") may not be made in that Member State except that an offer to the public in that Member
State may be made at any time with effect from and
S-1
Table of Contents
including the Relevant Implementation Date under the following exemptions under the Prospectus Directive:
A.
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
B.
to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the
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Prospectus Directive, subject to obtaining the prior consent of the representative[s]; or
C.
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Securities shall require Chile or the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purpose of the above provisions, the expression "an offer to the public" in relation to any notes in any Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor
to decide to purchase or subscribe the notes, as the same may be varied in the Member State by any measure implementing the Prospectus Directive in
the Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing
measure in the Member State.
This EEA selling restriction is in addition to any other selling restrictions set out in this prospectus supplement.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This prospectus supplement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are
outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21
of the Financial Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any notes may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This prospectus supplement is directed
only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which
this prospectus supplement relates is available only to relevant persons and will be engaged in only with relevant persons.
Each underwriter has represented, warranted and agreed that:
A.
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue
or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to Chile; and
B.
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the
Securities in, from or otherwise involving the United Kingdom.
S-2
Table of Contents
CERTAIN DEFINED TERMS AND CONVENTIONS
Defined Terms
Terms used but not defined in this prospectus supplement have the meanings ascribed to them in the accompanying prospectus dated January 12,
2016.
Currency of Presentation
Unless otherwise stated, Chile has converted amounts relating to a period into U.S. dollars ("U.S. dollars," "dollars" or "US$") or Chilean pesos
("pesos," "Chilean pesos" or "Ps.") using the average exchange rate for that period. For amounts at period end, Chilean pesos are translated into U.S.
dollar amounts using the exchange rate at the period end. Translations of pesos to dollars have been made for the convenience of the reader only and
should not be construed as a representation that the amounts in question have been, could have been or could be converted into dollars at any particular
rate or at all.
S-3
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Table of Contents

SUMMARY OF THE OFFERING
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It is not complete and
may not contain all the information that you should consider before investing in the notes. You should read this prospectus supplement and the
accompanying prospectus carefully.
Issuer

Republic of Chile.
Aggregate Principal Amount

US$1,541,831,000.
Issue Price

99.841% plus accrued interest, if any, from June 21,
2017.
Maturity Date

June 21, 2047.
Form of Securities

Chile will issue the notes in the form of one or more
registered global securities without coupons.
Denominations

Chile will issue the notes in denominations of
US$200,000 and integral multiples of US$1,000 in excess
thereof.
Interest

Chile will pay interest semi-annually, on June 21 and
December 21 of each year, commencing on December 21,
2017. The notes will bear interest from June 21, 2017 at
the rate of 3.860% per year.
Redemption

Chile may not redeem the notes before their maturity
date. At the maturity date, Chile will redeem the notes at
par.
Status

The notes will constitute direct, general, unconditional
and unsubordinated external indebtedness of Chile for
which the full faith and credit of Chile is pledged. The
notes rank and will rank without any preference among
themselves and equally with all other unsubordinated
external indebtedness of Chile. It is understood that this
provision will not be construed so as to require Chile to
make payments under the notes ratably with payments
being made under any other external indebtedness.
Concurrent Offering

On the date of this prospectus supplement, Chile is also
offering 700,000,000 aggregate principal amount of its
1.875% Notes due 2030 (the "Euro notes") in an offering
registered with the Securities and Exchange Commission
("SEC"). Application will be made to list the Euro notes
on the official list of the Luxembourg Stock Exchange and
to admit the Euro notes for trading on the Euro MTF
market.
Withholding Tax and Additional Amounts

Chile will make all payments on the notes without
withholding or deducting any taxes imposed by Chile or
any political subdivision thereof or taxing authority
therein, subject to certain specified exceptions. For more
information, see "Description of the Securities--Debt
Securities--Additional Amounts" in the accompanying
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prospectus.
S-4
Table of Contents
Taxation

For a general summary of United States federal income
tax consequences resulting from the purchase, ownership
and disposition of a note, holders should refer to the
discussion set forth under the heading "Taxation--United
States Federal Taxation" in the accompanying
prospectus.
Use of Proceeds

Chile is issuing the notes offered hereby
contemporaneously with the offer to purchase. Chile
expects to apply a portion of the proceeds of the notes to
pay the purchase price for old notes that are validly
tendered and accepted in the offer to purchase and the
balance for general governmental purposes.
Further Issues

Chile may from time to time, without the consent of the
holders, increase the size of the issue of the notes, or issue
additional debt securities having the same terms and
conditions as the notes in all respects, except for the issue
date, issue price and first payment on those additional
notes or debt securities; provided, however, that any
additional debt securities subsequently issued that, for
U.S. federal income tax purposes, are not issued pursuant
to a "qualified reopening" of the notes, are not treated as
part of the same "issue" as the notes, or have greater than
a de minimis amount of original issue discount shall have
a separate CUSIP, ISIN or other identifying number from
the previously outstanding notes. Additional debt
securities issued in this manner will be consolidated with
and will form a single series with the previously
outstanding notes.
Listing

Application will be made to list the notes on the official
list of the Luxembourg Stock Exchange and to admit the
notes for trading on the Euro MTF market.
Listing Agent

The Bank of New York Mellon SA/NV, Luxembourg
Branch
Governing Law

State of New York.
Trustee

The Bank of New York Mellon.
Paying Agent and Transfer Agent in Luxembourg

The Bank of New York Mellon SA/NV, Luxembourg
Branch
S-5
Table of Contents
USE OF PROCEEDS
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The net proceeds to Chile from the sale of the notes will be approximately US$1,538,227,299, after deduction of the underwriting discount and
certain expenses estimated at US$150,000 in the aggregate. Chile is issuing the notes offered hereby contemporaneously with the offer to purchase.
Chile expects to apply a portion of the proceeds of the notes to pay the purchase price for old notes that are validly tendered and accepted in the offer to
purchase and the balance for general governmental purposes.
S-6
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RECENT DEVELOPMENTS
The information contained in this section is included in Exhibit 99.D to Chile's annual report on Form 18-K for the fiscal year ended
December 31, 2016. Capitalized terms not defined in this section have the meanings ascribed to them in the annual report.
THE ECONOMY
Gross Domestic Product
For the three months ended March 31, 2017, real GDP increased by 0.1% compared to the same period in 2016, consumption increased by 2.5%
and exports decreased by 4.9%. During that period, aggregate domestic demand increased by 2.9%, gross fixed capital formation decreased by 2.4% and
imports increased by 4.2%, in each case compared to the same period in 2016.
Economic Performance Indicators
The following table sets forth certain macroeconomic performance indicators for the fiscal quarter indicated:
Current
Real GDP
Domestic
Account
Growth
Demand

(millions of US$)(1)

(in %)(2)

Growth (in %)(2)

2017

First quarter

(1,014.1)
0.1
2.9
(1)
Current account data for the periods indicated.
(2)
% change from previous year at period end.
Source: Chilean Central Bank.
The following tables present GDP and expenditures measured at current prices and in chained volume at previous period prices, each for the
periods indicated:
GDP and Expenditures
(at current prices for period indicated, in billions of Chilean pesos)
January/March
January/March

2016

2017

GDP

41,003
42,754
Aggregate Domestic Demand

40,008
42,360
Gross Fixed Capital Formation

8,990
8,838
Change in Inventories

(234)
442
Total Consumption

31,252
33,079
Private Consumption

26,129
27,371
Government Consumption

5,123
5,708
Total Exports

12,325
12,156
Total Imports

11,331
11,762
Net Exports

994
394
Source: Chilean Central Bank.
S-7
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GDP and Expenditure
(chained volume at previous period prices, in billions of Chilean pesos)
January/March
January/March

2016

2017

GDP

35,919
35,967
Aggregate Domestic Demand

34,242
35,233
Gross Fixed Capital Formation

7,426
7,244
Change in Inventories

132
639
Total Consumption

26,685
27,349
Private Consumption

22,777
23,237
Government Consumption

3,915
4,113
Total Exports

11,333
10,774
Total Imports

9,668
10,073
Net Exports

1,666
702
Source: Chilean Central Bank.
Composition of Demand
For the three months ended March 31, 2017, consumption, as a percentage of GDP and measured at current prices, increased from 76.2% to 77.4%
compared to the same period in 2016. Gross fixed capital formation decreased from 21.9% of GDP to 20.7% of GDP in the first three months of 2017
compared to the same period in 2016. Exports decreased from 30.8% of GDP to 28.7% of GDP and imports accounted for 27.6% of GDP compared to
27.5% of GDP in the first three months of 2016.
The following table presents GDP by categories of aggregate demand for the periods indicated:
GDP by Aggregate Demand
(percentage of total GDP, except as indicated)
January/March
January/March

2016

2017

GDP (in billions of pesos)

41,003
42,754
Domestic Absorption

97.6
99.1
Total Consumption

76.2
77.4
Private Consumption

63.7
64.0
Government Consumption

12.5
13.4
Change in inventories

(0.6)
1.0
Gross Fixed Capital Formation

21.9
20.7
Exports of goods and services

30.8
28.7
Imports of goods and services

27.6
27.5
Source: Chilean Central Bank.
Savings and Investment
For the three months ended March 31, 2017, total gross savings (or domestic gross investment) increased as a percentage of GDP as a consequence
of an increase in external savings.
S-8
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The following table sets forth information for savings and investments for the periods indicated:
Savings and Investment
(% of GDP)
January/March
January/March
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2016

2017

National Savings

22.0
20.1
External Savings

(0.6)
1.6
Total Gross Savings or Domestic Gross Investment

21.4
21.7
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
Source: Chilean Central Bank.
Principal Sectors of the Economy
For the three months ended March 31, 2017, nominal GDP increased by 4.3% compared to the same period in 2016 to Ps.42.8 billion. While the
services sector increased by 1.3% and the manufacturing sector increased by 0.8%, the primary sector decreased by 7.8%. Growth was driven mainly by
domestic absorption, which reached 99.1% of GDP.
S-9
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The following tables present the components of Chile's GDP and their respective growth rates for the period indicated:
Nominal GDP by Sector
(% of GDP, except as indicated)
January/March
January/March

2016

2017

PRIMARY SECTOR:

14.0
14.1
Agriculture, livestock and forestry

5.7
5.1
Fishing

0.6
1.0
Mining

7.7
8.1
Copper

7.1
7.2
Other

0.7
0.8
MANUFACTURING SECTOR:

11.3
11.0
Foodstuffs, beverages and tobacco

4.7
5.1
Textiles, clothing and leather

0.2
0.2
Wood products and furniture

0.7
0.6
Paper and printing products

1.1
1.0
Chemicals, petroleum, rubber and plastic products

2.5
2.1
Non-metallic mineral products and base metal product

0.5
0.4
Metal products, machinery and equipment and miscellaneous manufacturing

1.6
1.7
SERVICES SECTOR:

66.4
66.3
Electricity, oil and gas and water

3.0
2.7
Construction

5.8
5.7
Trade and catering

10.8
10.9
Transport

5.4
5.1
Communications

2.9
2.9
Financial services

15.1
14.8
Housing

7.8
7.9
Personal services

10.6
11.3
Public administration

4.8
4.9
Subtotal

91.7
91.4
Net adjustments for payments made by financial institutions, VAT and import
tariffs

8.3
8.6
Total GDP

100
100
Nominal GDP (millions of Pesos)
Ps. 41,002,864 Ps. 42,753,879
Source: Chilean Central Bank.
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Change in GDP by Sector
(% change from same period in previous year)
January/March

2017

PRIMARY SECTOR:

(7.8)
Agriculture, livestock and forestry

0.0
Fishing

34.0
Mining

(13.8)
Copper

(14.4)
Other

(7.3)
MANUFACTURING SECTOR:

0.8
Foodstuffs, beverages and tobacco

2.0
Textiles, clothing and leather

13.0
Wood products and furniture

4.9
Paper and printing products

(1.8)
Chemicals, petroleum, rubber and plastic products

(4.1)
Non-metallic mineral products and base metal products

(9.4)
Metal products, machinery and equipment and miscellaneous manufacturing

6.4
SERVICES SECTOR:

1.3
Electricity, oil and gas and water

(0.5)
Construction

(2.2)
Trade and catering

4.5
Transport

0.4
Communications

2.7
Financial Services

(1.6)
Housing

1.8
Personal Services

4.3
Public Administration

1.5
Subtotal

(0.4)
Net adjustments for payments made by financial institutions, VAT and import tariffs
3.8
Total GDP

0.1
Real GDP (chained volume at previous year prices)
Ps. 35,967,096
?
?
?
?
?
Source: Chilean Central Bank.
Primary Sector
The Chilean economy's primary sector's direct contribution to GDP was 14.1% in the first three months of 2017, compared to 14.0% in the same
period in 2016.
Agriculture, Livestock and Forestry
The agriculture, livestock and forestry sector contributed US$2.0 billion in exports for the three months ended March 31, 2017, or 13.4% of exports
by value, compared to US$2.2 billion, or 15.5%, during the same period in 2016.
Fishing
For the three months ended March 31, 2017, the estimated catch was 1,094 million tons, of which sea-caught products accounted for 76.2%, and
aquaculture accounted for 23.8%, compared to an estimated catch of 687 million tons in the same period in 2016, of which sea-caught products
accounted for 54.7% and aquaculture accounted for 45.3%.
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Mining
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Document Outline

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