Bond America Bank Corporation 3.5% ( US06048WZR41 ) in USD

America Bank Corporation

98.069 % ⇌

United States

US06048WZR41 ( in USD )

3.5% per year ( payment 2 times a year)

30/05/2029

Prospectus brochure of the bond Bank of America Corporation US06048WZR41 en USD 3.5%, maturity 30/05/2029

1 000 USD

10 000 000 USD

06048WZR4

N/A

A2 ( Upper medium grade - Investment-grade )

30/05/2025 ( In 13 days )

Bank of America Corporation is a multinational financial services corporation headquartered in Charlotte, North Carolina, offering a wide range of financial products and services to individuals, small businesses, and large corporations worldwide.

The Bond issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06048WZR41, pays a coupon of 3.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/05/2029

The Bond issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06048WZR41, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

https://www.sec.gov/Archives/edgar/data/70858/000089109219006153/...
424B2 1 e5434-424b2.htm PRICING SUPPLEMENT
Pricing Supplement
Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated June 29, 2018
Registration Statement No. 333-224523
and Series N Prospectus Supplement dated June 29, 2018)
May 28, 2019
$10,000,000
Step Up Callable Notes, due May 30, 2029
·
The notes are senior unsecured debt securities issued by Bank of America Corporation ("BAC"). All payments and
the return of the principal amount on the notes are subject to our credit risk.
·
The notes priced on May 28, 2019. The notes will mature on May 30, 2029. At maturity, if the notes have not been
previously redeemed, you will receive a cash payment equal to 100% of the principal amount of the notes, plus any
accrued and unpaid interest.
·
Interest will be paid on May 30 and November 30 of each year, commencing on November 30, 2019, with the final
interest payment date occurring on the maturity date.
·
The notes will accrue interest at the following rates per annum during the indicated periods of their term:
o
May 30, 2019 to but excluding May 30, 2024: 3.50%; and
o
May 30, 2024 to but excluding May 30, 2027: 3.75%; and
o
May 30, 2027 to but excluding May 30, 2029: 4.25%;
·
We have the right to redeem all, but not less than all, of the notes on November 30, 2020, and on each subsequent
interest payment date (other than the maturity date). The redemption price will be 100% of the principal amount of
the notes, plus any accrued and unpaid interest.
·
The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000.
·
The notes will not be listed on any securities exchange.
·
The CUSIP number for the notes is 06048WZR4.
Potential purchasers of the notes should consider the information in "Risk Factors" beginning on page PS-4 of this pricing
supplement, page S-5 of the attached prospectus supplement, and page 9 of the attached prospectus.
The notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value
Per Note
Total
Public Offering Price(1)
100.00%
$10,000,000
Underwriting Discount(1)
1.20%
$120,000
Proceeds (before expenses) to BAC
98.80%
$9,880,000
(1) Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their
selling concessions, fees or commissions. The price to public for investors purchasing the notes in these accounts may
be as low as $990.00 (99.00%) per $1,000 in principal amount of the notes. See "Supplemental Plan of Distribution
--Conflicts of Interest" in this pricing supplement.
The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not
guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or
any other governmental agency, and involve investment risks.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has
approved or disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the
accompanying prospectus supplement, or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
We will deliver the notes in book-entry form only through The Depository Trust Company on May 30, 2019
against payment in immediately available funds.
Series N MTN prospectus supplement dated June 29, 2018 and prospectus dated June 29, 2018
BofA Merrill Lynch
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SUMMARY OF TERMS
This pricing supplement supplements the terms and conditions in the prospectus, dated June 29,
2018, as supplemented by the Series N prospectus supplement, dated June 29, 2018 (as so
supplemented, together with all documents incorporated by reference, the "prospectus"), and should be
read with the prospectus.
· Title of the Series:
Step Up Callable Notes, due May 30, 2029
· Aggregate Principal Amount
$10,000,000
Initially Being Issued:
· Issue Date:
May 30, 2019
· CUSIP No.:
06048WZR4
· Maturity Date:
May 30, 2029
· Minimum Denominations:
$1,000 and multiples of $1,000 in excess of $1,000
· Ranking:
Senior, unsecured
· Day Count Fraction:
30/360
· Interest Periods:
Semi-annually. Each interest period (other than the first interest
period, which will begin on the issue date) will begin on, and will
include, an interest payment date, and will extend to, but will
exclude, the next succeeding interest payment date (or the
maturity date, as applicable).
· Interest Payment Dates:
May 30 and November 30 of each year, beginning on November 30,
2019, with the final interest payment date occurring on the
maturity date.
· Interest Rates:
The notes will accrue interest during the following periods at the
following rates per annum:
Dates:
Annual Rate:
May 30, 2019 to but excluding
3.50%
May 30, 2024
May 30, 2024 to but excluding
3.75%
May 30, 2027
May 30, 2027 to but excluding
4.25%
May 30, 2029
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· Optional Early Redemption:
We have the right to redeem all, but not less than all, of the notes
on November 30, 2020, and on each subsequent interest payment
date (other than the maturity date). The redemption price will be
100% of the principal amount of the notes, plus any accrued and
unpaid interest. In order to call the notes, we will give notice at
least five business days but not more than 60 calendar days before
the specified early redemption date.
· Business Days:
If any interest payment date, any early redemption date, or the
maturity date occurs on a day that is not a business day in New
York, New York, then the payment will be postponed until the next
business day in New York, New York. No additional interest will
accrue on the notes as a result of such postponement, and no
adjustment will be made to the length of the relevant interest
period.
· Repayment at Option of
None
Holder:
· Record Dates for Interest
For book-entry only notes, one business day in New York, New
Payments:
York prior to the payment date. If notes are not held in book-entry
only form, the record dates will be the fifteenth calendar day
preceding such interest payment date, whether or not such record
date is a business day.
·
Events of Default and Rights
If an event of default (as defined in the Senior Indenture) occurs
of Acceleration
and is continuing, holders of the notes may accelerate the maturity
of the notes, as described under "Description of Debt Securities
--Events of Default and Rights of Acceleration" in the prospectus.
Upon an event of default, you will be entitled to receive only your
principal amount, and accrued and unpaid interest, if any,
through the acceleration date. In case of an event of default, the
notes will not bear a default interest rate. If a bankruptcy
proceeding is commenced in respect of us, your claim may be
limited, under the U.S. Bankruptcy Code, to the original public
offering price of the notes.
· Calculation Agent:
Merrill Lynch Capital Services, Inc.
· Listing:
None
Certain capitalized terms used and not defined in this document have the meanings ascribed to
them in the prospectus supplement and prospectus. Unless otherwise indicated or unless the context
requires otherwise, all references in this pricing supplement to "we," "us," "our," or similar references
are to Bank of America Corporation.
As a result of the completion of the reorganization of Bank of America's U.S. broker-dealer
business, references to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") in the
accompanying prospectus supplement and prospectus, as such references relate to MLPF&S's
institutional services, should now be read as references to BofA Securities, Inc..
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RISK FACTORS
Your investment in the notes entails significant risks, many of which differ from those of a
conventional security. Your decision to purchase the notes should be made only after carefully considering the
risks of an investment in the notes, including those discussed below, with your advisors in light of your
particular circumstances. The notes are not an appropriate investment for you if you are not knowledgeable
about significant elements of the notes or financial matters in general.
The notes are subject to our early redemption. We may redeem all, but not less than all, of the
notes on any interest payment date on or after November 30, 2020 (other than the maturity date). If you
intend to purchase the notes, you must be willing to have your notes redeemed as early as that date. We
are generally more likely to elect to redeem the notes during periods when the remaining interest to be
accrued on the notes is to accrue at a rate that is greater than that which we would pay on our other
interest bearing debt securities having a maturity comparable to the remaining term of the notes. No
further payments will be made on the notes after they have been redeemed.
If we redeem the notes prior to the maturity date, you may not be able to reinvest your proceeds
from the redemption in an investment with a return that is as high as the return on the notes would have
been if they had not been redeemed, or that has a similar level of risk.
Step-up notes present different investment considerations than fixed-rate notes. The rate of
interest paid by us on the notes will increase upward from the initial stated rate of interest on the notes.
The notes are callable by us, in whole but not in part, prior to maturity and, therefore, contain the
redemption risk described above. If we do not call the notes, the interest rate will step up as described on
the cover of this pricing supplement. Unless general interest rates rise significantly, you should not expect
to earn the highest scheduled interest rate set forth on the cover of this pricing supplement because the
notes are likely to be called prior to maturity if interest rates remain the same or fall during their term.
When determining whether to invest in a step-up fixed rate note, you should not focus on the highest
stated interest rate, which usually is the final step-up rate of interest. You should instead consider, among
other things, the overall annual percentage rate of interest to maturity or the various potential redemption
dates as compared to other investment alternatives.
An investment in the notes may be more risky than an investment in notes with a shorter
term. The notes have a term of 10 years, subject to our right to call the notes as set forth in this pricing
supplement. By purchasing notes with a relatively longer term, you are more exposed to fluctuations in
interest rates than if you purchased a note with a shorter term. In particular, you may be negatively
affected if interest rates begin to rise, because the likelihood that we will redeem your notes will decrease
and the interest rate on the notes may be less than the amount of interest you could earn on other
investments with a similar level of risk available at that time. In addition, if you tried to sell your notes at
such time, their value in any secondary market transaction would also be adversely affected.
Payments on the notes are subject to our credit risk, and actual or perceived changes in our
creditworthiness are expected to affect the value of the notes. The notes are our senior unsecured debt
securities. As a result, your receipt of all payments of interest and principal on the notes is dependent upon
our ability to repay our obligations on the applicable payment date. No assurance can be given as to what
our financial condition will be at any time during the term of the notes or on the maturity date. If we
become unable to meet our financial obligations as they become due, you may not receive the amounts
payable under the terms of the notes.
Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations.
Consequently, our perceived creditworthiness and actual or anticipated decreases in our credit ratings or
increases in our credit spreads prior to the maturity date of the notes may adversely affect the market value
of the notes. However, because your return on the notes
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depends upon factors in addition to our ability to pay our obligations, such as the difference between the
interest rates accruing on the notes and current market interest rates, an improvement in our credit
ratings will not reduce the other investment risks related to the notes.
We have included in the terms of the notes the costs of developing, hedging, and distributing
them, and the price, if any, at which you may sell the notes in any secondary market transaction
will likely be lower than the public offering price due to, among other things, the inclusion of these
costs. In determining the economic terms of the notes, and consequently the potential return on the notes
to you, a number of factors are taken into account. Among these factors are certain costs associated with
developing, hedging, and offering the notes.
Assuming there is no change in market conditions or any other relevant factors, the price, if any, at
which the selling agent or another purchaser might be willing to purchase the notes in a secondary market
transaction is expected to be lower than the price that you paid for them. This is due to, among other
things, the inclusion of these costs, and the costs of unwinding any relating hedging.
The quoted price of any of our affiliates for the notes could be higher or lower than the price that
you paid for them.
We cannot assure you that a trading market for the notes will ever develop or be maintained.
We will not list the notes on any securities exchange. We cannot predict how the notes will trade in any
secondary market, or whether that market will be liquid or illiquid.
The development of a trading market for the notes will depend on our financial performance and
other factors. The number of potential buyers of the notes in any secondary market may be limited. We
anticipate that our affiliate, BofAS, will act as a market-maker for the notes, but neither BofAS nor any of
our other affiliates is required to do so. BofAS may discontinue its market-making activities as to the notes
at any time. To the extent that BofAS engages in any market-making activities, it may bid for or offer the
notes. Any price at which BofAS may bid for, offer, purchase, or sell any notes may differ from the values
determined by pricing models that it may use, whether as a result of dealer discounts, mark-ups, or other
transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at which the
notes might otherwise trade in the market.
In addition, if at any time BofAS were to cease acting as a market-maker for the notes, it is likely
that there would be significantly less liquidity in the secondary market and there may be no secondary
market at all for the notes. In such a case, the price at which the notes could be sold likely would be lower
than if an active market existed and you should be prepared to hold the notes until maturity.
Many economic and other factors will impact the market value of the notes. The market for,
and the market value of, the notes may be affected by a number of factors that may either offset or magnify
each other, including:
·
the time remaining to maturity of the notes;
·
the aggregate amount outstanding of the notes;
·
our right to redeem the notes on the dates set forth above;
·
the level, direction, and volatility of market interest rates generally (in particular, increases in
U.S. interest rates, which may cause the market value of the notes to decrease);
·
general economic conditions of the capital markets in the United States;
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·
geopolitical conditions and other financial, political, regulatory, and judicial events that affect
the capital markets generally;
·
our financial condition and creditworthiness; and
·
any market-making activities with respect to the notes.
Our trading and hedging activities may create conflicts of interest with you. We or one or more
of our affiliates, including BofAS, may engage in trading activities related to the notes that are not for your
account or on your behalf. We expect to enter into arrangements to hedge the market risks associated with
our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the
hedging arrangements for the notes, but are not required to do so, and we may enter into such hedging
arrangements with one of our subsidiaries or affiliates. This hedging activity is expected to result in a profit
to those engaging in the hedging activity, which could be more or less than initially expected, but which
could also result in a loss for the hedging counterparty. These trading and hedging activities may present a
conflict of interest between your interest in the notes and the interests we and our affiliates may have in
our proprietary accounts, in facilitating transactions for our other customers, and in accounts under our
management.
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U.S. FEDERAL INCOME TAX SUMMARY
The following summary of the material U.S. federal income tax considerations of the acquisition,
ownership, and disposition of the notes is based upon the advice of Sidley Austin LLP, our tax counsel. The
following discussion is not exhaustive of all possible tax considerations. This summary is based upon the
Internal Revenue Code of 1986, as amended (the "Code"), regulations promulgated under the Code by the
U.S. Treasury Department ("Treasury") (including proposed and temporary regulations), rulings, current
administrative interpretations and official pronouncements of the Internal Revenue Service (the "IRS"), and
judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to
change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a
court would not sustain, a position contrary to any of the tax consequences described below.
The following discussion supplements, is subject to the same qualifications and limitations as, and
should be read in conjunction with the discussion in the prospectus supplement under the caption "U.S.
Federal Income Tax Considerations," and in the prospectus under the caption "U.S. Federal Income Tax
Considerations." To the extent inconsistent, the following discussion supersedes the discussion in the
prospectus supplement and the prospectus.
Subject to the discussion below concerning FATCA, this discussion only applies to U.S. Holders (as
defined in the accompanying prospectus) that are not excluded from the discussion of U.S. federal income
taxation in the accompanying prospectus. In particular, subject to the discussion below concerning FATCA,
this summary is directed solely to U.S. Holders that will purchase the notes upon original issuance and will
hold the notes as capital assets within the meaning of Section 1221 of the Code, which generally means as
property held for investment. This summary assumes that the issue price of the notes, as determined for
U.S. federal income tax purposes, equals the principal amount thereof.
The notes will be treated as debt instruments for U.S. federal income tax purposes. The notes
provide for an initial fixed rate of interest that increases in subsequent periods. In addition, the notes
provide us with the right to redeem the notes on November 30, 2020 and on each subsequent interest
payment date (other than the maturity date) at a redemption price equal to 100% of the principal amount of
the notes, plus any accrued and unpaid interest. Solely for purposes of computing the yield and maturity of
a debt instrument, applicable Treasury regulations generally deem an issuer to exercise a call option in a
manner that minimizes the yield on the debt instrument. This assumption is made solely for U.S. federal
income tax purposes of determining whether the notes are issued with original issue discount ("OID") and
is not an indication of our intention to call or not to call the notes at any time. The yield on the notes would
be minimized if we call the notes on May 30, 2024. Accordingly, solely for purposes of determining the yield
and maturity of the notes we are deemed to exercise our right to redeem the notes on such date and the
notes should be treated as maturing on that date. Therefore, the notes should not be treated as having
been issued with OID. If we do not call the notes on such date, solely for purposes of determining the yield
and maturity of the notes, the notes should be deemed to be retired and reissued for an amount equal to
their adjusted issue price on that date. This deemed retirement and reissuance should not result in any
taxable gain or loss to you. Solely for purposes of determining yield and maturity, the deemed reissued
notes should be subject to the rules discussed above. By application of those rules, the deemed reissued
notes should be treated as fixed rate debt instruments not bearing OID. The same analysis would apply to
the May 30, 2027 interest rate step up date.
You should consult the discussion under "U.S. Federal Income Tax Considerations--Taxation of
Debt Securities--Consequences to U.S. Holders" as it relates to fixed rate debt instruments not bearing OID
in the accompanying prospectus for a description of the consequences to you of the ownership and
disposition of the notes.
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Upon the sale, exchange, redemption, retirement, or other disposition of a note, a U.S. Holder will
recognize gain or loss equal to the difference between the amount realized upon the sale, exchange,
redemption, retirement, or other disposition (less an amount equal to any accrued interest not previously
included in income if the note is disposed of between interest payment dates, which will be included in
income as interest income for U.S. federal income tax purposes) and the U.S. Holder's adjusted tax basis in
the note. A U.S. Holder's adjusted tax basis in a note generally will be the cost of the note to such U.S.
Holder, increased by any OID, market discount, de minimis OID, or de minimis market discount previously
included in income with respect to the note, and decreased by the amount of any premium previously
amortized to reduce interest on the note and the amount of any payment (other than a payment of qualified
stated interest) received in respect of the note.
Except as discussed in the prospectus with respect to market discount, gain or loss realized on the
sale, exchange, redemption, retirement, or other disposition of a note generally will be capital gain or loss
and will be long-term capital gain or loss if the note has been held for more than one year. The ability of
U.S. Holders to deduct capital losses is subject to limitations under the Code.
Foreign Account Tax Compliance Act ("FATCA")
The discussion in the accompanying prospectus under "U.S. Federal Income Tax Considerations
Foreign Account Tax Compliance Act" is hereby modified to reflect regulations proposed by Treasury
indicating its intent to eliminate the requirements under FATCA of withholding on gross proceeds from the
sale, exchange, settlement at maturity or other disposition of relevant financial instruments. Treasury has
indicated that taxpayers may rely on these proposed regulations pending their finalization.
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you
of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws of
any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other
tax laws.
VALIDITY OF THE NOTES
In the opinion of McGuireWoods LLP, as counsel to BAC, when the trustee has made an appropriate
entry on the schedule to the master global note that represents the notes (the "Master Note") identifying the
notes offered hereby as supplemental obligations thereunder in accordance with the instructions of BAC,
and the notes have been delivered against payment therefor as contemplated in this pricing supplement
and the related prospectus and prospectus supplement, all in accordance with the provisions of the
indenture governing the notes, such notes will be the legal, valid and binding obligations of BAC, subject to
the effect of applicable bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers
and equitable subordination), reorganization, moratorium and other similar laws affecting creditors' rights
generally, and to general principles of equity. This opinion is given as of the date hereof and is limited to the
laws of the State of New York and the Delaware General Corporation Law (including the statutory
provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions
interpreting the foregoing) as in effect on the date hereof. In addition, this opinion is subject to customary
assumptions about the trustee's authorization, execution and delivery of the indenture governing the notes
and due authentication of the Master Note, the validity, binding nature and enforceability of the indenture
governing the notes with respect to the trustee, the legal capacity of individuals, the genuineness of
signatures, the authenticity of all documents submitted to McGuireWoods LLP as originals, the conformity
to original documents of all documents submitted to McGuireWoods LLP as copies thereof, the authenticity
of the originals of such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP
dated April 30, 2018, which has been filed as an exhibit to BAC's Registration Statement relating to the
notes filed with the Securities and Exchange Commission on April 30, 2018.
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Sidley Austin LLP, New York, New York, is acting as counsel to BofAS and as special tax counsel to
BAC.
SUPPLEMENTAL PLAN OF DISTRIBUTION--CONFLICTS OF INTEREST
Our broker-dealer subsidiary, BofAS, will act as our selling agent in connection with the offering of
the notes. The selling agent is a party to the Distribution Agreement described in the "Supplemental Plan of
Distribution (Conflicts of Interest)" beginning on page S-18 of the accompanying prospectus supplement.
The selling agent will receive the compensation set forth on the cover page of this pricing
supplement as to the notes sold through its efforts. The selling agent is a member of the Financial Industry
Regulatory Authority, Inc. ("FINRA"). Accordingly, the offering of the notes will conform to the requirements
of FINRA Rule 5121. Certain dealers who purchase the notes for sale to certain fee-based advisory
accounts may forgo some or all of their selling concessions, fees, or commissions. The price to public for
investors purchasing the notes in these accounts may be as low as $990.00 per $1,000 in principal amount
of the notes.
The selling agent is not acting as your fiduciary or advisor solely as a result of the offering of the
notes, and you should not rely upon any communication from the selling agent in connection with the
notes as investment advice or a recommendation to purchase the notes. You should make your own
investment decision regarding the notes after consulting with your legal, tax, and other advisors.
Under the terms of our distribution agreement with BofAS, BofAS will purchase the notes from us
on the issue date as principal at the purchase price indicated on the cover of this pricing supplement, less
the indicated underwriting discount.
BofAS may sell the notes to other broker-dealers that will participate in the offering and that are not
affiliated with us, at an agreed discount to the principal amount. Each of those broker-dealers may sell the
notes to one or more additional broker-dealers. BofAS has informed us that these discounts may vary from
dealer to dealer and that not all dealers will purchase or repurchase the notes at the same discount.
BofAS and any of our other broker-dealer affiliates may use this pricing supplement, and the
accompanying prospectus supplement and prospectus for offers and sales in secondary market
transactions and market-making transactions in the notes. However, they are not obligated to engage in
such secondary market transactions and/or market-making transactions. Our affiliates may act as
principal or agent in these transactions, and any such sales will be made at prices related to prevailing
market prices at the time of the sale.
Sales Outside of the United States
The notes have not been approved for public sale in any jurisdiction outside of the United States.
There has been no registration or filing as to the notes with any regulatory, securities, banking, or local
authority outside of the United States and no action has been taken by BofA Finance, BAC, BofAS or any
other affiliate of BAC to offer the notes in any jurisdiction other than the United States. As such, these
notes are made available to investors outside of the United States only in jurisdictions where it is lawful to
make such offer or sale and only under circumstances that will result in compliance with applicable laws
and regulations, including private placement requirements.
Further, no offer or sale of the notes is being made to residents of:
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