Obligation SNCF RESEAUX 4.18% ( XS0494026940 ) en EUR

Société émettrice SNCF RESEAUX
Prix sur le marché 100 %  ▼ 
Pays  France
Code ISIN  XS0494026940 ( en EUR )
Coupon 4.18% par an ( paiement annuel )
Echéance 01/04/2030 - Obligation échue



Prospectus brochure de l'obligation SNCF Réseau XS0494026940 en EUR 4.18%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée SNCF Réseau est le gestionnaire du réseau ferré national français, responsable de l'entretien, du développement, de la modernisation et de l'organisation de la circulation des trains sur l'ensemble des lignes.

L'obligation identifiée par le code ISIN XS0494026940, émise par SNCF Réseau, est arrivée à son terme et a été intégralement remboursée conformément à ses caractéristiques. SNCF Réseau, entité publique française et acteur central du secteur des infrastructures ferroviaires en France, est responsable de la gestion, de l'exploitation et de la modernisation du réseau ferré national, et représente à ce titre un émetteur obligataire de premier plan sur les marchés financiers. Cette émission, libellée en Euros et originaire de France, présentait un taux d'intérêt de 4,18% avec une fréquence de paiement annuelle et avait une date de maturité fixée au 1er avril 2030; au moment de son remboursement, l'obligation se négociait à 100% de sa valeur nominale sur le marché, attestant de la complétion réussie de l'opération financière et du respect des engagements de l'émetteur.







BASE PROSPECTUS
Dated 12 June 2019


SNCF Réseau
(formerly Réseau Ferré de France)
(established as an "établissement public industriel et commercial"
under the laws of the Republic of France)
Euro 55,000,000,000
Euro Medium Term Note Programme

Application has been made to the Autorité des marchés financiers (the AMF) for approval of this Base Prospectus in its capacity as competent authority pursuant to
Article 212-2 of its Règlement Général which implements Directive 2003/71/EC of the Parliament and of the Council of 4 November 2003 on the prospectus to be
published when securities are offered to the public or admitted to trading (as amended or superseded, the Prospectus Directive). This Base Prospectus, comprising a
base prospectus for the purposes of Article 5.4 of the Prospectus Directive, received the visa no. 19-256 on 12 June 2019 from the AMF. Application may be made (i)
to the regulated market of Euronext in Paris (Euronext Paris) during the period of 12 months from the date of approval of this Base Prospectus for notes (the Notes)
issued under the programme (the Programme) to be admitted to trading on Euronext Paris and/or (ii) to the listing authority of any other Member State of the European
Economic Area (EEA) for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below) in such Member State. Euronext
Paris is a regulated market (a Regulated Market) for the purposes of Directive 2014/65/EU on markets in financial instruments (MiFID II). The Programme also
permits Notes to be issued on the basis that they may be listed or admitted to trading, as the case may be, on such other or further stock exchanges as may be agreed
between SNCF Réseau (the Issuer or SNCF Réseau) and the relevant Dealer(s) (as defined herein).

The Issuer may also issue under the Programme Notes for which no prospectus is required to be published under the Prospectus Directive (the Exempt Notes). Such
Exempt Notes may be listed or admitted to trading on a stock exchange which is not a Regulated Market. Exempt Notes may not be listed or admitted to trading. In the
case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other
information which is applicable to each Tranche will be set out in a pricing supplement document substantially in the form of the Final Terms (as defined below)).

An investment in Notes issued under the Programme involves certain risks. For a discussion of these, see the section entitled "Risk Factors" below.
This Base Prospectus replaces and supersedes in its entirety the Base Prospectus dated 11 June 2018 and all the supplements thereto relating to the Programme.
The Issuer has been rated AA with a stable outlook by Fitch Ratings Ltd., Aa2 with a positive outlook by Moody's Investors Service and AA with a negative outlook
by S&P Global Ratings Europe Limited, a division of The McGraw Hill Companies, Inc. Unless otherwise specified in the relevant Final Terms, it is expected that the
Notes issued under the Programme will receive the following ratings, which are those given to the Programme: AA by Fitch Ratings Ltd., Aa2 by Moody's Investors
Service and AA by S&P Global Ratings Europe Limited, a division of The McGraw Hill Companies, Inc. Credit ratings are subject to revision, suspension or withdrawal
at any time by the relevant rating organisation. Notes issued pursuant to the Programme may be unrated or rated differently in certain circumstances. Where an issue
of Notes is rated, its rating will not necessarily be the same as the rating mentioned above. Whether or not each credit rating applied for in relation to a relevant Series
of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EU) No 1060/2009, as amended by Regulation
(EU) No. 513/2011, (the CRA Regulation) will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for
regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation. Each of Fitch
Ratings Ltd., Moody's Investors Service and S&P Global Ratings Europe Limited, a division of The McGraw Hill Companies, Inc. is established in the European
Union and registered under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal
at any time by the assigning rating agency.
Any person (an Investor) intending to acquire or acquiring any securities from any person (an Offeror) should be aware that, in the context of an offer to the public,
the Issuer may be responsible to the Investor for the Base Prospectus, but only if the Issuer has authorised that Offeror to make the offer to the Investor. Each Investor
should therefore enquire whether the Offeror is so authorised by the Issuer. If the Offeror is not authorised by the Issuer, the Investor should check with the Offeror
whether anyone is responsible for the Base Prospectus in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about
whether it can rely on the Base Prospectus and/or who is responsible for its contents it should take legal advice.





Arranger for the Programme

HSBC

Dealers
Barclays
BNP Paribas
Citigroup
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Mediobanca
Morgan Stanley
Natixis
Nomura
RBC Capital Markets
Santander Global Corporate Banking
Société Générale Corporate & Investment Banking

The date of this Base Prospectus is 12 June 2019.
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This Base Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference herein and, in relation to any Series (as defined herein) of Notes, should be read and
construed together with the relevant Final Terms (as defined herein).
The Issuer has confirmed to the dealers (the Permanent Dealers) named under "Subscription and Sale" below
that this Base Prospectus contains all information regarding the Issuer and the Notes which is, in the context of
the issue of the Notes, material; such information is true and accurate in all material respects and is not misleading
in any material respect; any opinions and intentions expressed in this Base Prospectus on the part of the Issuer are
honestly held or made; this Base Prospectus does not omit to state any material fact necessary to make such
information, opinions or intentions in such context expressed therein not misleading in any material respect and
that all reasonable enquiries have been made to verify the foregoing. The Issuer accordingly accepts responsibility
for the information contained in this document.
No person has been authorised by the Issuer to give any information or to make any representation not contained
in this Base Prospectus and, if given or made, such information or representation should not be relied upon as
having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither
the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility
as to the accuracy or completeness of the information contained in this Base Prospectus or for any other statement,
made or purported to be made by any of the Dealers or their respective affiliates in connection with the Issuer or
the issue and offering of the Notes. Neither the delivery of this Base Prospectus or any Final Terms nor the offering,
sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in
this Base Prospectus is true subsequent to the date hereof or, as the case may be, the date upon which this Base
Prospectus has been most recently supplemented or that there has been no adverse change in the financial situation
of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme is correct at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the
same.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in
connection with making an offer of Notes are the persons named in the applicable Final Terms as the relevant
Dealer or the Managers and the persons named in or identifiable following the applicable Final Terms as the
Financial Intermediaries, as the case may be.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final
Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution
of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription
and Sale".
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR
ANY OTHER U.S. REGULATORY AUTHORITY NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY OR
THE ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
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THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES
MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT
TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF
BEARER NOTES, DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
(REGULATION S)). THIS BASE PROSPECTUS HAS BEEN PREPARED BY THE ISSUER FOR USE IN
CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO
NON-U.S. PERSONS IN RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES ONLY TO
"QUALIFIED INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144A UNDER THE SECURITIES
ACT (RULE 144A) AND FOR THE LISTING OF NOTES ON EURONEXT PARIS AND/OR ANY OTHER
STOCK EXCHANGE. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE
NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE AND CERTAIN
FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THIS
BASE PROSPECTUS, SEE "SUBSCRIPTION AND SALE" BELOW.
IN ADDITION, THERE ARE RESTRICTIONS ON THE TRANSFER OF NOTES RESOLD PURSUANT TO
RULE 144A. SEE "TRANSFER RESTRICTIONS FOR RESTRICTED REGISTERED NOTES IN THE
TERRITORY OF THE UNITED STATES OF AMERICA" BELOW.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any
recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient
of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of the Issuer.
The Dealers make no assurances as to (i) whether any Notes will meet any investor criteria and expectations with
regard to environmental impact and sustainability performance for any investors and (ii) whether the use of the
net proceeds specified by the Issuer in connection with any offering of Notes will be used for such purposes.
MIFID II product governance / target market ­ The Final Terms in respect of any Notes will include a legend
entitled "MiFID II Product Governance" which will outline the determination of the target market of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration such determination; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product
Governance Rules.
IMPORTANT ­ EEA RETAIL INVESTORS: If the Final Terms in respect of any Notes includes a legend
entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA.
For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU (as amended or
superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
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of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key
information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling
the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.

NOTIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT,
CHAPTER 289 OF SINGAPORE ­ Unless otherwise stated in the relevant Final Terms, all Notes issued under
the Programme shall be prescribed capital markets products as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore.
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Table of Contents


TABLE OF CONTENTS

Page

Summary of the Programme .....................................................................................................................................7
Résumé en Français (French Language Summary of the Programme) ..................................................................64
Risk Factors ..........................................................................................................................................................115
General Description of the Programme ................................................................................................................136
Retail Cascades .....................................................................................................................................................137
Forward-Looking Statements ...............................................................................................................................139
Documents Incorporated by Reference ................................................................................................................140
Prospectus Supplement .........................................................................................................................................144
Terms and Conditions of the Notes ......................................................................................................................145
Provisions Relating to the Notes whilst in Global Form ......................................................................................198
Use of Proceeds ....................................................................................................................................................204
Description of SNCF Réseau ................................................................................................................................205
Selected Financial Information (from consolidated financial statements) ...........................................................222
Transfer Restrictions for Restricted Registered Notes in the territory of the United States of America ..............225
Subscription and Sale ...........................................................................................................................................227
FORM OF FINAL TERMS (LESS THAN 100,000 (OR ITS EQUIVALENT IN ANOTHER
CURRENCY)) ......................................................................................................................................................235
FORM OF FINAL TERMS (AT LEAST 100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY)) .259
Taxation ................................................................................................................................................................281
General Information .............................................................................................................................................286
Person Responsible for Base Prospectus ..............................................................................................................291




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Summary of the Programme

Summary of the Programme
Summaries are made up of disclosure requirements known as "Elements" required by Annex XXII and Annex
XXX of Regulation EC No 809/2004 as amended. These elements are numbered in Sections A ­ E (A.1 ­ E.7).
This summary contains all the Elements required to be included in a summary for this type of Notes (as defined
below) and Issuer (as defined below). Because some Elements are not required to be addressed, there may be gaps
in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of Notes and Issuer,
it is possible that no relevant information can be given regarding this Element. In this case a short description of
the Element is included in the summary with the mention of "Not Applicable".
This summary is provided for purposes of the issue of Notes (other than Notes for which no prospectus is required
to be published under Directive 2003/71/EC as amended or superseded) of a denomination less than Euro 100,000
(or its equivalent in other currencies). Investors in such Notes of denominations equal to or greater than Euro
100,000 should not rely on this summary in any way and the Issuer accepts no liability to such investors regarding
this summary.
Section A ­ Introduction and warnings
A.1
Warning:
Warning:
· this summary should be read as introduction to the Base
Prospectus (as defined below);
· any decision to invest in the Notes should be based on
consideration of the Base Prospectus as a whole by the
investor;
· where a claim relating to the information contained in the
Base Prospectus is brought before a court, the plaintiff
investor might, under the national legislation of the
Member States of the European Economic Area (EEA),
have to bear the costs of translating the Base Prospectus
before the legal proceedings are initiated; and
· civil liability attaches only to those persons who have
tabled the summary including any translation thereof, but
only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the
Base Prospectus or it does not provide, when read
together with the other parts of the Base Prospectus, key
information in order to aid investors when considering
whether to invest in such Notes of a denomination less
than Euro 100,000.
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Summary of the Programme

Section A ­ Introduction and warnings
In the context of any offer of Notes in France and/or the Grand
A.2
Consent:
Duchy of Luxembourg and/or any other jurisdiction of the EEA
in which this Base Prospectus has been passported from time to
time (the Non-exempt Offer Jurisdictions) that is not within an
exemption from the requirement to publish a prospectus under the
Directive 2003/71/EC as amended or superseded, (a Non-exempt
Offer), if so specified in the Final Terms (as defined below) in
respect of any Tranche of Notes, the Issuer consents to the use of
the Base Prospectus, as supplemented from time to time, and such
Final Terms in connection with a Non-exempt Offer of Notes
during the offer period specified in the relevant Final Terms (the
Offer Period) either (1) in the Non-exempt Offer Jurisdictions
specified in the relevant Final Terms by any financial
intermediary which (a) acts in accordance with all applicable
laws, rules, regulations and guidance of any applicable regulatory
bodies (the Rules), from time to time including, without
limitation and in each case, Rules relating to both the
appropriateness or suitability of any investment in the Notes by
any person and disclosure to any potential investor; (b) complies
with the applicable selling restrictions as if it were a Dealer under
the Programme; (c) acknowledges the target market and
distribution channels identified under the "MiFID II product
governance" legend set out in the applicable Final Terms; (d)
ensures that any fee (and any commissions or benefits of any
kind) received or paid by that financial intermediary in relation to
the offer or sale of the Notes is fully and clearly disclosed to
investors or potential investors; (e) holds all licences, consents,
approvals and permissions required in connection with
solicitation of interest in, or offers or sales of, the Notes under the
Rules; (f) retains investor identification records for at least the
minimum period required under applicable Rules, and shall, if so
requested, make such records available to the relevant Dealer(s)
and the Issuer or directly to the appropriate authorities with
jurisdiction over the Issuer and/or the relevant Dealer(s) in order
to enable the Issuer and/or the relevant Dealer(s) to comply with
anti-money laundering, anti-bribery and "know your client" rules
applying to the Issuer and/or the relevant Dealer(s); (g) does not,
directly or indirectly, cause the Issuer or the relevant Dealer(s) to
breach any Rule or any requirement to obtain or make any filing,
authorisation or consent in any jurisdiction; and (h) satisfies any
further conditions specified in the relevant Final Terms or (2) by
the financial intermediaries specified in the relevant Final Terms,
in the Non-exempt Offer Jurisdictions specified in the relevant
Final Terms and subject to the relevant conditions specified in the
relevant Final Terms, for so long as they are authorised to make
such offers under Directive 2014/65/UE, as amended, on markets
in financial instruments. The Issuer may give consent to
additional financial intermediaries after the date of the relevant
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Summary of the Programme

Section A ­ Introduction and warnings
Final Terms and, if it does so, the Issuer will publish the above
information in relation to them on www.sncf-reseau.fr.
The consent referred to above relates to Offer Periods occurring
within 12 months from the date of approval of this base
prospectus dated 12 June 2019 (the Base Prospectus).
Issue-specific summary:
[Not Applicable. The Issuer does not consent to the use of the
Base Prospectus and the relevant Final Terms.]/[The Issuer
consents to the use of the Base Prospectus and the relevant Final
Terms in connection with a Non-exempt Offer of the Notes,
subject to the following conditions:
(i) the consent only extends to an offer of the Notes in France
and/or Luxembourg and/or [as applicable, specify any other
jurisdiction of the EEA in which the Base Prospectus has been
passported from time to time] (the Non-exempt Offer
Jurisdiction[s]) that is not made within an exemption from the
requirement to publish a prospectus under the Prospectus
Directive [and]
(ii) the consent is only valid during the period from [] until []
(the Offer Period) [and]
(iii) the only offerors authorized to use the Base Prospectus and
the relevant Final Terms to make the Non-Exempt Offer of the
Notes are [the relevant [Dealers/Managers [and] []] [names of
specific financial intermediaries listed in final terms,]/[any
financial intermediary which [insert here the conditions specified
in the Base Prospectus]] (the Authorised Offeror[s]) [and]
[(iv) subject to the following additional conditions[s]: [·].]]
[None of the Dealers or the Issuer shall have any obligation to
ensure that an Authorised Offeror complies with applicable laws
and regulations and shall therefore have no liability in this
respect.]
[The Issuer accepts responsibility, in the Non-exempt Offer
Jurisdiction[s], for the content of the Prospectus in relation to any
person (an Investor) in such Public Offer Jurisdiction[s] to whom
an offer of any Notes is made by any Authorised Offeror and
where the offer is made during the period for which that consent
is given. However, neither the Issuer nor any Dealer has any
responsibility for any of the actions of any Authorised Offeror,
including compliance by an Authorised Offeror with applicable
- 9 -


Summary of the Programme

Section A ­ Introduction and warnings
conduct of business rules or other local regulatory requirements
or other securities law requirements in relation to such offer.]
An Investor intending to acquire or acquiring any Notes from
an Authorised Offeror will do so, and offers and sales of the
Notes to an Investor by an Authorised Offeror will be made,
in accordance with any terms and other arrangements in
place between such Authorised Offeror and such Investor
including as to price, allocation, settlement arrangements and
any expenses or taxes to be charged to the Investor (the Terms
and Conditions of the Non-exempt Offer). The Issuer will not be
a party to any such arrangements with Investors (other than
Dealers, as defined below) in connection with the offer or sale
of the Notes and, accordingly, this Base Prospectus and any
Final Terms will not contain such information. The Terms
and Conditions of the Non-exempt Offer shall be provided to
Investors by that Authorised Offeror at the relevant time.
None of the Issuer, any of the Dealers or other Authorised
Offerors has any responsibility or liability for such
information.
Any Authorised Offeror who wishes to use this Base
Prospectus and the relevant Final Terms in connection with a
Non-exempt Offer is required, for the duration of the relevant
Offer Period, to publish on its website that it is using the Base
Prospectus and the relevant Final Terms for such Non-
exempt Offer in accordance with the consent of the Issuer and
the conditions attached thereto.



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Document Outline