Obligation Morgan Stanleigh 0% ( US61760QKF09 ) en USD

Morgan Stanleigh

97 % ▼

Etas-Unis

US61760QKF09 ( en USD )

30/12/2026

Prospectus brochure de l'obligation Morgan Stanley US61760QKF09 en USD 0%, échéance 30/12/2026

1 000 USD

1 000 000 USD

61760QKF0

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QKF09, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/12/2026

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QKF09, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QKF09, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp71215_424b2-ps1231.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Fixed to Floating Rate Notes due 2026

$1,000,000

$115.90

De c e m be r 2 0 1 6
Pricing Supplement No. 1,231
Registration Statement No. 333-200365

Dated December 16, 2016
Filed pursuant to Rule 424(b)(2)
Fixed to Floating Rate Notes due 2026
Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e
As further described below, interest will accrue and be payable on the notes quarterly, in arrears, (i) from the original issue date to
December 30, 2019: at a rate of 4.05% per annum and (ii) from December 30, 2019 to maturity: at a variable rate per annum equal
to the 10-Year U.S. Dollar ICE Swap Rate, subject to the minimum interest rate of 0.00% per annum.
FI N AL T ERM S
I ssue r:
Morgan Stanley
Aggre ga t e princ ipa l
$1,000,000. May be increased prior to the original issue date but we are not required to do so.
a m ount :
I ssue pric e :
At variable prices
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
December 16, 2016
Origina l issue da t e :
December 30, 2016 (9 business days after the pricing date)
M a t urit y da t e :
December 30, 2026
I nt e re st a c c rua l da t e :
December 30, 2016
The payment at maturity per note will be the stated principal amount plus accrued and unpaid
Pa ym e nt a t m a t urit y:
interest, if any
The 10-Year U.S. Dollar ICE Swap Rate (10CMS). Please see "Additional Provisions--Reference
Re fe re nc e ra t e :
Rate" below.
I nt e re st ra t e :
From and including the original issue date to but excluding December 30, 2019: 4.05% per
annum
From and including December 30, 2019 to but excluding the maturity date (the "floating interest
rate period"):
Reference rate; subject to the minimum interest rate.
For the purpose of determining the level of the reference rate applicable to an interest payment
period, the level of the reference rate will be determined two (2) U.S. government securities
business days prior to the related interest reset date at the start of such interest payment period
(each, an "interest determination date").
Interest for each interest payment period during the floating interest rate period is subject to the
minimum interest rate of 0.00% per annum.
I nt e re st pa ym e nt pe riod:
Quarterly
I nt e re st pa ym e nt pe riod
Unadjusted
e nd da t e s:
I nt e re st pa ym e nt da t e s:
Each March 30, June 30, September 30 and December 30, beginning March 30, 2017; provided
that if any such day is not a business day, that interest payment will be made on the next
succeeding business day and no adjustment will be made to any interest payment made on that
succeeding business day.
I nt e re st re se t da t e s:
Each March 30, June 30, September 30 and December 30, beginning December 30, 2019;
provided that such interest reset dates shall not be adjusted for non-business days.
Da y-c ount c onve nt ion:
30/360
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M inim um int e re st ra t e :
0.00% per annum during the floating interest rate period
M a x im um int e re st ra t e :
Not applicable
Re de m pt ion:
Not applicable
Spe c ifie d c urre nc y:
U.S. dollars
CU SI P / I SI N :
61760QKF0 / US61760QKF09
Book -e nt ry or c e rt ific a t e d Book-entry
not e :
Busine ss da y:
New York
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See
"Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."
Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC
T rust e e :
The Bank of New York Mellon
Est im a t e d va lue on t he
$970.90 per note. The estimated value on any subsequent pricing date may be lower than this
pric ing da t e :
estimate, but will in no case be less than $947.50 per note. See "The Notes" on page 2.
Com m issions a nd issue
pric e :
Pric e t o public (1)
Age nt 's c om m issions (2)
Proc e e ds t o issue r
Pe r not e
At variable prices
$15
$985
T ot a l
At variable prices
$15,000
$985,000
(1) The notes will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which
may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price will not be less
than $990 per note and will not be more than $1,000 per note. See "Risk Factors--The price you pay for the notes may be higher than the prices paid
by other investors."
(2) Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Wealth Management (an
affiliate of the agent) and their financial advisors, of up to $15 per note depending on market conditions. See "Supplemental Information Concerning
Plan of Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement.
T he not e s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s.
Se e "Risk Fa c t ors" be ginning on pa ge 4 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us supple m e nt a nd
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us supple m e nt a nd prospe c t us,
e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low .
Prospe c t us Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4 Prospe c t us da t e d Fe brua ry 1 6 , 2 0 1 6
T he not e s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .

Fixed to Floating Rate Notes due 2026
Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e

The Notes

The notes are debt securities of Morgan Stanley. From the original issue date until December 30, 2019, interest on the notes will
accrue and be payable on the notes quarterly, in arrears, at 4.05% per annum, and thereafter, during the floating interest rate
period, interest on the notes will accrue and be payable on the notes quarterly, in arrears, at a variable rate per annum equal to
10CMS, subject to the minimum interest rate of 0.00% per annum. We describe the basic features of these notes in the sections of
the accompanying prospectus called "Description of Debt Securities--Floating Rate Debt Securities" and prospectus supplement
called "Description of Notes," subject to and as modified by the provisions described below. All payments on the notes are subject
to the credit risk of Morgan Stanley.

The stated principal amount of each note is $1,000 and the issue price is variable. This price includes costs associated with
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issuing and selling the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is
less than the issue price. We estimate that the value of each note on the pricing date is $970.90. The estimated value on any
subsequent pricing date may be lower than this estimate, but will in no case be less than $947.50 per note.

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to interest rates and 10CMS, may vary from, and be lower than, the estimated value on the pricing date. MS & Co. may,
but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease doing so at any time.

Fixed to Floating Rate Notes due 2026
Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e

Additional Provisions

Re fe re nc e Ra t e

Wha t is t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e ?

The 10-Year U.S. Dollar ICE Swap Rate (which we refer to as "10CMS") is, on any U.S. government securities business day, the
fixed rate of interest payable on an interest rate swap with a 10-year maturity as reported on Reuters Page ICESWAP1 or any
successor page thereto at approximately 11:00 a.m. New York City time for such day. This rate is one of the market-accepted
indicators of medium to longer-term interest rates.

The rate reported on Reuters Page ICESWAP1 (or any successor page thereto) is calculated by ICE Benchmark Administration
Limited based on tradeable quotes for the related interest rate swaps of the relevant tenor that are sourced from electronic trading
venues.

An interest rate swap rate, at any given time, generally indicates the fixed rate of interest (paid semi-annually) that a counterparty
in the swaps market would have to pay for a given maturity, in order to receive a floating rate (paid quarterly) equal to 3-month
LIBOR for that same maturity.

U .S. Gove rnm e nt Se c urit ie s Busine ss Da y

U.S. government securities business day means any day except for a Saturday, Sunday or a day on which The Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in U.S. government securities.

CM S Ra t e Fa llba c k Provisions

If the reference rate is not displayed by approximately 11:00 a.m. New York City time on the Reuters Page ICESWAP1 on any day
on which the level of the reference rate must be determined, the rate for such day will be determined on the basis of the mid-
market semi-annual swap rate quotations to the calculation agent provided by five leading swap dealers in the New York City
interbank market (the "Reference Banks") at approximately 11:00 a.m., New York City time, on such day, and, for this purpose, the
mid-market semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a
30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate swap transaction with a 10 year maturity commencing on
such day and in a representative amount with an acknowledged dealer of good credit in the swap market, where the floating leg,
calculated on an actual/360 day count basis, is equivalent to USD LIBOR with a designated maturity of three months. The
calculation agent will request the principal New York City office of each of the Reference Banks to provide a quotation of its rate. If
at least three quotations are provided, the rate for that day will be the arithmetic mean of the quotations, eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest).
If fewer than three quotations are provided as requested, the reference rate will be determined by the calculation agent in good
faith and in a commercially reasonable manner.

December 2016
Page 3
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Fixed to Floating Rate Notes due 2026
Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e

Risk Factors

The notes involve risks not associated with an investment in ordinary floating rate notes. An investment in the notes entails
significant risks not associated with similar investments in a conventional debt security, including, but not limited to, fluctuations in
the reference rate, and other events that are difficult to predict and beyond the issuer's control. This section describes the most
significant risks relating to the notes. For a complete list of risk factors, please see the accompanying prospectus supplement and
prospectus.

The historical performance of the reference rate is not an indication of future performance. The historical
performance of the reference rate should not be taken as an indication of future performance during the term of the notes.
Changes in the levels of the reference rate will affect the trading price of the notes, but it is impossible to predict whether such
levels will rise or fall. There can be no assurance that the reference rate will be positive.

Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings or
c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he not e s. Investors are dependent on our ability to pay
all amounts due on the notes on interest payment dates and at maturity and therefore investors are subject to our credit risk
and to changes in the market's view of our creditworthiness. The notes are not guaranteed by any other entity. If we default on
our obligations under the notes, your investment would be at risk and you could lose some or all of your investment. As a
result, the market value of the notes prior to maturity will be affected by changes in the market's view of our creditworthiness.
Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our
credit risk is likely to adversely affect the value of the notes.

The price at w hich the notes may be sold prior to maturity w ill depend on a number of factors and may
be subst a nt ia lly le ss t ha n t he a m ount for w hic h t he y w e re origina lly purc ha se d. Some of these factors
include, but are not limited to: (i) actual or anticipated changes in the level of the reference rate, (ii) volatility of the level of the
reference rate, (iii) changes in interest and yield rates, (iv) any actual or anticipated changes in our credit ratings or credit
spreads and (v) time remaining to maturity. Generally, the longer the time remaining to maturity, the more the market price of
the notes will be affected by the factors described in the preceding sentence. This can lead to significant adverse changes in
the market price of securities like the notes. Depending on the actual or anticipated level of the reference rate, the market
value of the notes is expected to decrease and you may receive substantially less than 100% of the issue price if you are able
to sell your notes prior to maturity. In addition, any secondary market prices may differ from values determined by pricing
models used by MS & Co., as a result of dealer discounts, mark-ups or other transaction costs.

The price you pay for the notes may be higher than the prices paid by other investors. The agent proposes
to offer the notes from time to time for sale to investors in one or more negotiated transactions, or otherwise, at market prices
prevailing at the time of sale, at prices related to then-prevailing prices, at negotiated prices, or otherwise. Accordingly, there is
a risk that the price you pay for the notes will be higher than the prices paid by other investors based on the date and time you
make your purchase, from whom you purchase the notes (e.g., directly from the agent or through a broker or dealer), any
related transaction cost (e.g., any brokerage commission), whether you hold your notes in a brokerage account, a fiduciary or
fee-based account or another type of account and other market factors.

The notes w ill not be listed on any securities exchange and secondary trading may be limited. The notes
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS & Co.
may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease doing so at any
time.

The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the
not e s. The issuer or one or more of its affiliates may, at present or in the future, publish research reports with respect to
movements in interest rates generally or the reference rate specifically. This research is modified from time to time without
notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of
these activities may affect the market value of the notes.

The calculation agent, w hich is a subsidiary of the issuer, w ill make determinations w ith respect to the
not e s. Any of these determinations made by the calculation agent may adversely affect the payout to investors. Moreover,
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certain determinations made by the calculation agent may require it to exercise discretion and make subjective judgments, such
as with respect to the reference rate. These potentially subjective determinations may adversely affect the payout to you on

December 2016
Page 4

Fixed to Floating Rate Notes due 2026
Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e

the notes. For further information regarding these types of determinations, see "Additional Provisions?Reference Rate" and
related definitions above.

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

We expect to deliver the notes against payment therefor in New York, New York on December 30, 2016, which will be the ninth
scheduled business day following the date of the pricing of the notes. Under Rule 15c6-1 of the Exchange Act, trades in the
secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or on or prior to the third business day prior to
the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Smith
Barney LLC ("Morgan Stanley Wealth Management") and their financial advisors, of up to $15 per note depending on market
conditions. The agent may distribute the notes through Morgan Stanley Wealth Management, as selected dealer, or other dealers,
which may include Morgan Stanley & Co. International plc ("MSIP") and Bank Morgan Stanley AG. Morgan Stanley Wealth
Management, MSIP and Bank Morgan Stanley AG are affiliates of Morgan Stanley.

MS & Co. is our wholly owned subsidiary. MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule
5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member
firm's distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not
make sales in this offering to any discretionary account.

Acceleration Amount in Case of an Event of Default

In case an event of default with respect to the notes shall have occurred and be continuing, the amount declared due and payable
per note upon any acceleration of the notes shall be an amount in cash equal to the stated principal amount plus accrued and
unpaid interest.

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special counsel to Morgan Stanley, when the notes offered by this pricing
supplement have been executed and issued by Morgan Stanley, authenticated by the trustee pursuant to the Senior Debt Indenture
and delivered against payment as contemplated herein, such notes will be valid and binding obligations of Morgan Stanley,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of
good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as
of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In
addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the Senior
Debt Indenture and its authentication of the notes and the validity, binding nature and enforceability of the Senior Debt Indenture
with respect to the trustee, all as stated in the letter of such counsel dated February 16, 2016, which is Exhibit 5-a to Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 filed by Morgan Stanley on February 16, 2016.

Contact Information

Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our principal executive offices
at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local
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brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

December 2016
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Fixed to Floating Rate Notes due 2026
Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e

Tax Considerations

In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "variable rate debt instruments" for U.S.
federal tax purposes. The notes will be treated as providing for a single fixed rate followed by a single qualified floating rate
("QFR"), as described in the sections of the accompanying prospectus supplement called "United States Federal Taxation?Tax
Consequences to U.S. Holders?Notes?Floating Rate Notes?General" and "?Floating Rate Notes that Provide for Multiple Rates."
Under applicable Treasury Regulations, in order to determine the amount of qualified stated interest ("QSI") and original issue
discount ("OID") in respect of the notes, an equivalent fixed rate debt instrument must be constructed. The equivalent fixed rate
debt instrument is constructed in the following manner: (i) first, the initial fixed rate is converted to a QFR that would preserve the
fair market value of the notes, and (ii) second, each QFR (including the QFR determined under (i) above) is converted to a fixed
rate substitute (which will generally be the value of that QFR as of the issue date of the notes). The rules under "United States
Federal Taxation?Tax Consequences to U.S. Holders?Notes?Discount Notes?General" must be applied to the equivalent fixed rate
debt instrument to determine the amounts of QSI and OID on the notes. Under this method, the notes may be issued with OID.

A U.S. holder is required to include any QSI in income in accordance with the U.S. holder's regular method of accounting for U.S.
federal income tax purposes. U.S. holders will be required to include OID in income for U.S. federal income tax purposes as it
accrues, in accordance with a constant yield method based on a compounding of interest. QSI allocable to an accrual period must
be increased (or decreased) by the amount, if any, which the interest actually accrued or paid during an accrual period (including
the fixed rate payments made during the initial period) exceeds (or is less than) the interest assumed to be accrued or paid during
the accrual period under the equivalent fixed rate debt instrument. For the QSI and the amount of OID (if any) on a note, please
contact Morgan Stanley at [email protected].

If you are a non-U.S. holder, please read the section of the accompanying prospectus supplement called "United States Federal
Taxation--Tax Consequences to Non-U.S. Holders."

Both U.S. and non-U.S. holders should read the section of the accompanying prospectus supplement entitled "United States
Federal Taxation." The discussion under "United States Federal Taxation FATCA Legislation" in the accompanying prospectus
supplement will apply to the notes, except that, under an Internal Revenue Service notice, withholding under FATCA will not apply
to payments of gross proceeds (other than any amount treated as interest) of any disposition of the notes before January 1, 2019.

Y ou should c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S. fe de ra l t a x c onse que nc e s of a n
inve st m e nt in t he not e s, a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -
U .S. t a x ing jurisdic t ion.

T he disc ussion in t he pre c e ding pa ra gra phs unde r "T a x Conside ra t ions," a nd t he disc ussion c ont a ine d in
t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x a t ion" in t he a c c om pa nying prospe c t us supple m e nt , insofa r
a s t he y purport t o de sc ribe provisions of U .S. fe de ra l inc om e t a x la w s or le ga l c onc lusions w it h re spe c t
t he re t o, c onst it ut e t he full opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x
c onse que nc e s of a n inve st m e nt in t he not e s.

Where You Can Find More Information

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the
Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement relates. You should read the
prospectus in that registration statement, the prospectus supplement and any other documents relating to this offering that Morgan
Stanley has filed with the SEC for more complete information about Morgan Stanley and this offering. You may get these
documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Morgan Stanley will arrange to send
you the prospectus and the prospectus supplement if you so request by calling toll-free 800-584-6837.

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You may access these documents on the SEC web site at.www.sec.gov as follows:

Prospe c t us Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4
Prospe c t us da t e d Fe brua ry 1 6 , 2 0 1 6

Terms used but not defined in this pricing supplement are defined in the prospectus supplement or in the prospectus. As used in
this pricing supplement, the "Company," "we," "us" and "our" refer to Morgan Stanley.

December 2016
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Document Outline

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