Obligation BP Capital Markets PLC 3.814% ( US05565QCP19 ) en USD

BP Capital Markets PLC

109.75 % ⇌

Royaume-uni

US05565QCP19 ( en USD )

3.814% par an ( paiement semestriel )

09/02/2024 - Obligation échue

Prospectus brochure de l'obligation BP Capital Markets PLC US05565QCP19 en USD 3.814%, échue

1 000 USD

1 250 000 000 USD

05565QCP1

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

L'Obligation émise par BP Capital Markets PLC ( Royaume-uni ) , en USD, avec le code ISIN US05565QCP19, paye un coupon de 3.814% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/02/2024

L'Obligation émise par BP Capital Markets PLC ( Royaume-uni ) , en USD, avec le code ISIN US05565QCP19, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par BP Capital Markets PLC ( Royaume-uni ) , en USD, avec le code ISIN US05565QCP19, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(5)
Registration Statement Nos.
333-179953
and 333-179953-01
Prospectus Supplement
February 5, 2014
(To prospectus dated February 5, 2013)

$250,000,000 Floating Rate Guaranteed Notes due 2019
$1,000,000,000 2.237% Guaranteed Notes due 2019
$1,250,000,000 3.814% Guaranteed Notes due 2024
Payment of the principal of and interest on the notes is fully guaranteed by

The floating rate guaranteed notes due 2019 (the "2019 floating rate notes") will bear interest at a floating rate equal to the three-month U.S. dollar LIBOR rate plus 0.540%.
The 2.237% guaranteed notes due 2019 (the "2019 fixed rate notes") will bear interest at the rate of 2.237% per year. The 3.814% guaranteed notes due 2024 (the "2024
notes" and, together with the 2019 floating rate notes and the 2019 fixed rate notes, the "notes") will bear interest at the rate of 3.814% per year. BP Capital Markets p.l.c. wil
pay interest on the 2019 floating rate notes on each February 10, May 10, August 10 and November 10 subject to the modified folowing day count convention. The first such
payment will be made on May 10, 2014. BP Capital Markets p.l.c. will pay interest on the 2019 fixed rate notes on each May 10 and November 10, commencing on May 10,
2014. BP Capital Markets p.l.c. will pay interest on the 2024 notes on each February 10 and August 10, commencing on August 10, 2014. The 2019 floating rate notes wil
mature on May 10, 2019. The 2019 fixed rate notes will mature on May 10, 2019. The 2024 notes will mature on February 10, 2024. If any payment is due in respect of the
2019 fixed rate notes or the 2024 notes on a date that is not a business day, it will be made on the next following business day, provided that no interest will accrue on the
payment so deferred.
Payment of the principal of and interest on the notes is fully guaranteed by BP p.l.c.
Application will be made to list the notes on the New York Stock Exchange.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.
Investment in these securities involves certain risks. See "Risk Factors" beginning on page 2 of the accompanying prospectus, "Risk
factors" beginning on page 38 of BP's 2012 Annual Report on Form 20-F and "Principal risks and uncertainties" beginning on page 42
of BP's Report on Form 6-K dated July 30, 2013 containing BP's second quarter 2013 results.

Per 2019 Floating
Total for 2019 Floating
Per 2019 Fixed
Total for 2019
Per 2024
Total for

Rate Note

Rate Notes

Rate Note
Fixed Rate Notes
Note
2024 Notes
Public Offering Price (1)

100.000%
$
250,000,000

100.000%
$
1,000,000,000
100.000%
$1,250,000,000
Underwriting Discount

0.170%
$
425,000

0.170%
$
1,700,000

0.300%
$
3,750,000
Proceeds, before expenses, to
BP Capital Markets p.l.c.

99.830%
$
249,575,000

99.830%
$
998,300,000
99.700%
$1,246,250,000

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(1) Interest on the notes will accrue from February 10, 2014.

The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect
participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme) on or about February 10, 2014.

Joint Book-Running Managers

Barclays BNP PARIBAS Credit Suisse Mitsubishi UFJ Securities
Morgan Stanley RBS
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The distribution of this prospectus supplement and prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. This prospectus supplement and prospectus do not constitute an offer, or an invitation on BP Capital Markets
p.l.c.'s ("BP Capital U.K.") or BP p.l.c.'s ("BP") behalf or on behalf of the underwriters, to subscribe to or purchase any of the notes,
and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or
solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See "Underwriting" below.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements with respect to the financial condition, results of operations and
businesses of BP and certain of the plans and objectives of BP with respect to these items. These statements may generally, but not
always, be identified by the use of words such as `will', `expects', `is expected to', `aims', `should', `may', `objective', `is likely
to', `intends', `believes', `plans', `we see' or similar expressions.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on
circumstances that will or may occur in the future and are outside the control of BP. Actual results may differ materially from those
expressed in such statements, depending on a variety of factors, including the specific factors identified in the discussions
accompanying such forward-looking statements and other factors discussed elsewhere in this prospectus supplement and including
under "Principal risks and uncertainties" in BP's Report on Form 6-K dated July 30, 2013 containing BP's second quarter 2013
results (the "Second Quarter Form 6-K") and under "Risk factors" in BP's Annual Report on Form 20-F for the fiscal year ended
December 31, 2012. Factors set out in the Second Quarter Form 6-K and in BP's Annual Report on Form 20-F for the fiscal year
ended December 31, 2012 are important factors, although not exhaustive, that may cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements.

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DESCRIPTION OF NOTES
This section outlines the specific financial and legal terms of the notes that are more generally described under "Description of
Debt Securities and Guarantees" beginning on page 21 of the accompanying prospectus. If anything described in this section is
inconsistent with the terms described under "Description of Debt Securities and Guarantees" in the accompanying prospectus, the
terms described below shall prevail.
Floating Rate Guaranteed Notes due 2019 (the "2019 floating rate notes")

· Issuer: BP Capital U.K.

· Title: Floating Rate Guaranteed Notes due 2019

· Total principal amount being issued: $250,000,000

· Issuance date: February 10, 2014

· Maturity date: May 10, 2019

· Day count: Actual/360

· Day count convention: Modified following. If any interest payment date falls on a day that is not a business day, that

interest payment date will be postponed to the next succeeding business day unless that business day is in the next
succeeding calendar month, in which case the interest payment date will be the immediately preceding business day.

· Interest rate: The interest rate for the first interest period will be the 3-month U.S. dollar London Interbank Offered Rate

("U.S. dollar LIBOR"), as determined on February 6, 2014, plus the spread (as described below). Thereafter, the interest
rate for any interest period will be U.S. dollar LIBOR, as determined on the applicable interest determination date, plus
the spread. The interest rate will be reset quarterly on each interest reset date.

· Date interest starts accruing: February 10, 2014

· Interest payment dates: Each February 10, May 10, August 10 and November 10, subject to the day count convention.

· First interest payment date: May 10, 2014

· Spread: 0.540%

·

Interest reset dates: The interest reset date for each interest period other than the first interest period will be the first day
of such interest period, subject to the day count convention.

· Interest periods: The period beginning on, and including an interest payment date and ending on, but not including, the

following interest payment date; provided that the first interest period will begin on February 10, 2014, and will end on,
but not include, the first interest payment date.

·

Interest determination date: The interest determination date relating to a particular interest reset date will be the second
London business day preceding such interest reset date.

·

London business day: Any week day on which banking or trust institutions in London are not authorized generally or
obligated by law, regulation or executive order to close.

·

Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day
is a business day.

· Calculation Agent: The Bank of New York Mellon Trust Company, N.A.

· Calculation of U.S. dollar LIBOR: The calculation agent will determine U.S. dollar LIBOR in accordance with the

following provisions: With respect to any interest determination date, U.S. dollar LIBOR will be the rate for deposits in
U.S. dollars having a maturity of three months commencing on

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the interest reset date that appears on the designated LIBOR page as of 11:00 a.m., London time, on that interest
determination date. If no rate appears, U.S. dollar LIBOR, in respect of that interest determination date, will be determined
as follows: the calculation agent will request the principal London offices of each of four major reference banks in the
London interbank market, as selected and identified by BP Capital U.K., to provide the calculation agent with its offered
quotation for deposits in U.S. dollars for the period of three months, commencing on the interest reset date, to prime banks
in the London interbank market at approximately 11:00 a.m., London time, on that interest determination date and in a
principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two
quotations are provided, then U.S. dollar LIBOR on that interest determination date will be the arithmetic mean of those
quotations. If fewer than two quotations are provided, then U.S. dollar LIBOR on the interest determination date will be the
arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on the interest determination date by
three major banks in The City of New York selected and identified by BP Capital U.K. for loans in U.S. dollars to leading

European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in
U.S. dollars in that market at that time; provided, however, that if the banks selected and identified by BP Capital U.K. are
not providing quotations in the manner described by this sentence, U.S. dollar LIBOR determined as of that interest
determination date will be U.S. dollar LIBOR in effect on that interest determination date. The designated LIBOR page is
the Reuters screen "LIBOR01", or any successor service for the purpose of displaying the London interbank rates of major
banks for U.S. dollars. The Reuters screen "LIBOR01" is the display designated as the Reuters screen "LIBOR01", or such
other page as may replace the Reuters screen "LIBOR01" on that service or such other service or services as may be
nominated for the purpose of displaying London interbank offered rates for U.S. dollar deposits by ICE Benchmark
Administration Limited ("IBA") or its successor or such other entity assuming the responsibility of IBA or its successor in
calculating the London Interbank Offered Rate in the event IBA or its successor no longer does so. All calculations made
by the calculation agent for the purposes of calculating the interest rates on the 2019 floating rate notes shall be conclusive
and binding on the holders of the 2019 floating rate notes, BP, BP Capital U.K. and the trustee, absent manifest error.

· Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note
holders issue additional 2019 floating rate notes in one or more transactions subsequent to the date of this prospectus
supplement with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date

interest starts accruing) identical to the 2019 floating rate notes issued hereby. These additional 2019 floating rate notes
will be deemed part of the same series as the 2019 floating rate notes issued hereby and will provide the holders of these
additional 2019 floating rate notes the right to vote together with holders of the 2019 floating rate notes issued hereby,
provided that such additional notes will be issued with no more than de minimis original issue discount or will be part of a
"qualified reopening" for U.S. federal income tax purposes.

· Net proceeds: The net proceeds, before expenses, will be $249,575,000.
2.237% Guaranteed Notes due 2019 (the "2019 fixed rate notes")

· Issuer: BP Capital U.K.

· Title: 2.237% Guaranteed Notes due 2019

· Total principal amount being issued: $1,000,000,000

· Issuance date: February 10, 2014

· Maturity date: May 10, 2019

· Day count: 30/360

· Day count convention: Following Unadjusted

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· Interest rate: 2.237% per annum

· Date interest starts accruing: February 10, 2014

· Interest payment dates: Each May 10 and November 10, subject to the day count convention.

· First interest payment date: May 10, 2014

·

Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day
is a business day.

· Optional make-whole redemption: BP Capital U.K. has the right to redeem the 2019 fixed rate notes, in whole or in part,
at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2019
fixed rate notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and
interest on the 2019 fixed rate notes to be redeemed (not including any portion of payments of interest accrued and unpaid
to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the treasury rate plus 15 basis points, plus in each case accrued and unpaid interest to the date of
redemption. For purposes of determining the optional make-whole redemption price, the following definitions are
applicable. "Treasury rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity or interpolated (on a day count basis) of the comparable treasury issue, assuming a price for
the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price
for such redemption date. "Comparable treasury issue" means the U.S. Treasury security or securities selected by the
quotation agent as having an actual or interpolated maturity comparable to the remaining term of the 2019 fixed rate notes

to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes. "Comparable
treasury price" means, with respect to any redemption date, the average of the reference treasury dealer quotations for such
redemption date. "Quotation agent" means one of the reference treasury dealers appointed by BP Capital U.K. "Reference
treasury dealer" means Barclays Capital Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Morgan
Stanley & Co. LLC and RBS Securities Inc. or their affiliates, each of which is a primary U.S. government securities
dealer in the United States (a "primary treasury dealer"), and their respective successors, and two other primary treasury
dealers selected by BP Capital U.K., provided, however, that if any of the foregoing shall cease to be a primary treasury
dealer, BP Capital U.K. shall substitute therefor another primary treasury dealer. "Reference treasury dealer quotations"
means with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation
agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the quotation agent by such reference treasury dealer at 5:00 p.m. New York time on the third
business day preceding such redemption date.

· Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note
holders issue additional 2019 fixed rate notes in one or more transactions subsequent to the date of this prospectus
supplement with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date

interest starts accruing) identical to the 2019 fixed rate notes issued hereby. These additional 2019 fixed rate notes will be
deemed part of the same series as the 2019 fixed rate notes issued hereby and will provide the holders of these additional
2019 fixed rate notes the right to vote together with holders of the 2019 fixed rate notes issued hereby, provided that such
additional notes will be issued with no more than de minimis original issue discount or will be part of a "qualified
reopening" for U.S. federal income tax purposes.

· Net proceeds: The net proceeds, before expenses, will be $998,300,000.
3.814% Guaranteed Notes due 2024 (the "2024 notes")

· Issuer: BP Capital U.K.

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· Title: 3.814% Guaranteed Notes due 2024

· Total principal amount being issued: $1,250,000,000

· Issuance date: February 10, 2014

· Maturity date: February 10, 2024

· Day count: 30/360

· Day count convention: Following Unadjusted.

· Interest rate: 3.814% per annum.

· Date interest starts accruing: February 10, 2014.

· Interest payment dates: Each February 10 and August 10, subject to the day count convention.

· First interest payment date: August 10, 2014

·

Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day
is a business day.

· Optional make-whole redemption: BP Capital U.K. has the right to redeem the 2024 notes, in whole or in part, at any
time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2024 notes
to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the
2024 notes to be redeemed (not including any portion of payments of interest accrued and unpaid to the redemption date)
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the treasury rate plus 20 basis points, plus in each case accrued and unpaid interest to the date of redemption. For purposes
of determining the optional make-whole redemption price, the following definitions are applicable. "Treasury rate" means,
with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or
interpolated (on a day count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue
(expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.
"Comparable treasury issue" means the U.S. Treasury security or securities selected by the quotation agent as having an
actual or interpolated maturity comparable to the remaining term of the 2024 notes to be redeemed that would be utilized,

at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such notes. "Comparable treasury price" means, with respect to
any redemption date, the average of the reference treasury dealer quotations for such redemption date. "Quotation agent"
means one of the reference treasury dealers appointed by BP Capital U.K. "Reference treasury dealer" means Barclays
Capital Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and RBS
Securities Inc. or their affiliates, each of which is a primary U.S. government securities dealer in the United States (a
"primary treasury dealer"), and their respective successors, and two other primary treasury dealers selected by BP Capital
U.K., provided, however, that if any of the foregoing shall cease to be a primary treasury dealer, BP Capital U.K. shall
substitute therefor another primary treasury dealer. "Reference treasury dealer quotations" means with respect to each
reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked
prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing
to the quotation agent by such reference treasury dealer at 5:00 p.m. New York time on the third business day preceding
such redemption date.

· Further issuances: BP Capital U.K. may, at its sole option, at any time and without the consent of the then existing note

holders issue additional 2024 notes in one or more transactions subsequent to the date of this prospectus supplement with
terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts
accruing) identical to the 2024 notes issued

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hereby. These additional 2024 notes will be deemed part of the same series as the 2024 notes issued hereby and will
provide the holders of these additional 2024 notes the right to vote together with holders of the 2024 notes issued hereby,

provided that such additional notes will be issued with no more than de minimis original issue discount or will be part of a
"qualified reopening" for U.S. federal income tax purposes.

· Net proceeds: The net proceeds, before expenses, will be $1,246,250,000.
The following terms apply to each of the notes:

· Guarantee: Payment of the principal of and interest on the notes is fully guaranteed by BP. For more information about the

guarantee, you should read "Description of Debt Securities and Guarantees" beginning on page 21 of the accompanying
prospectus.

· Denomination: The notes will be issued in denominations of $1,000 and integral multiples of $1,000.

· Business day: If any interest payment date in respect of the 2019 floating rate notes falls on a day that is not a business day,
that interest payment date will be postponed to the next succeeding business day unless that business day is in the next
succeeding calendar month, in which case the interest payment date will be the immediately preceding business day. If any

payment is due in respect of the 2019 fixed rate notes or the 2024 notes on a day that is not a business day, it will be made
on the next following business day, provided that no interest will accrue on the payment so deferred. A "business day" for
these purposes is any week day on which banking or trust institutions in neither New York nor London are authorized
generally or obligated by law, regulation or executive order to close.

·

Ranking: The notes are unsecured and unsubordinated and will rank equally with all of BP Capital U.K.'s other unsecured
and unsubordinated indebtedness.

· Payment of additional amounts: Under current law, payments of interest on the 2019 floating rate notes, the 2019 fixed
rate notes or on the 2024 notes, as the case may be, may be made without withholding or deduction for or on account of

U.K. income tax, and no additional amounts will therefore be payable, provided that the 2019 floating rate notes, the 2019
fixed rate notes or the 2024 notes, as the case may be, are listed on a "recognised stock exchange" within the meaning of
Section 1005 of the UK Income Tax Act 2007. The New York Stock Exchange is a "recognised stock exchange" at the date
hereof.

·

Form of notes: Each series of notes will be issued as one or more global securities. You should read "Legal Ownership
--Global Securities" beginning on page 19 of the accompanying prospectus for more information about global securities.

· Name of depositary: The Depository Trust Company, commonly referred to as "DTC".

· Trading through DTC, Clearstream, Luxembourg and Euroclear: Initial settlement for the notes will be made in
immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in
accordance with DTC's rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement
System. Secondary market trading between Clearstream Banking, société anonyme, in Luxembourg ("Clearstream,

Luxembourg"), customers and/or Euroclear Bank S.A./N.V. ("Euroclear") participants will occur in the ordinary way in
accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear and will be
settled using the procedures applicable to conventional Eurobonds in immediately available funds. For more information
about global securities held by DTC through Clearstream, Luxembourg or Euroclear, you should read "Clearance and
Settlement" beginning on page 31 of the accompanying prospectus.

·

Listing: Application will be made to list the notes on the New York Stock Exchange though neither BP Capital U.K. nor
BP can guarantee such listing will be obtained.

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· Redemption: The notes are not redeemable, except as described under "Description of Debt Securities and Guarantees
--Optional Tax Redemption" on page 28 of the accompanying prospectus and as to the 2019 fixed rate notes and the 2024

notes only, as described under "--2.237% Guaranteed Notes due 2019--Optional make-whole redemption" and
"--3.814% Guaranteed Notes due 2024--Optional make-whole redemption," respectively. The provisions for optional tax
redemption described in the prospectus will apply to changes in tax treatments occurring after February 5, 2014. At
maturity, the notes will be repaid at par.

· Sinking fund: There is no sinking fund.

· Trustee: BP Capital U.K. will issue the notes under an indenture with The Bank of New York Mellon Trust Company,

N.A. (as successor to JPMorgan Chase Bank), as trustee, dated as of March 8, 2002, which is referred to on page 21 of the
accompanying prospectus, as supplemented by a supplemental indenture with The Bank of New York Mellon Trust
Company, N.A., as trustee, to be entered into on February 10, 2014.

· Use of proceeds: The net proceeds from the sale of the notes will be used for general corporate purposes, including

working capital for BP or other companies in the BP Group and the repayment of existing borrowings of BP and its
subsidiaries.

· Governing law and jurisdiction: The indenture, the notes and the guarantee are governed by New York law. Any legal

proceeding arising out of or based upon the indenture, the notes or the guarantee may be instituted in any state or federal
court in the Borough of Manhattan in New York City, New York.
BP Capital U.K.'s principal executive offices are located at Chertsey Road, Sunbury on Thames, Middlesex TW16 7BP,
England.

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