Bond Morgan Stanleigh 6% ( US61761JNC98 ) in USD

Morgan Stanleigh

100 % ⇌

United States

US61761JNC98 ( in USD )

6% per year ( payment 2 times a year)

26/12/2023 - Bond has expired

Prospectus brochure of the bond Morgan Stanley US61761JNC98 in USD 6%, expired

1 000 USD

500 000 USD

61761JNC9

N/A

Morgan Stanley is a leading global financial services firm offering investment banking, wealth management, investment management, and securities services to individuals, corporations, and governments worldwide.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JNC98, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Bond maturity is 26/12/2023

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JNC98, was rated NR by Moody's credit rating agency.

http://www.sec.gov/Archives/edgar/data/895421/000095010313007429/...
424B2 1 dp42742_424b2-ps1175.htm FORM 424(B)(2)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of Registration

Offered
Offering Price
Fee
Contingent Income Securities due 2023
$500,000

$64.40

December 2013
Pricing Supplement No. 1,175
Registration Statement No. 333-178081
Dated December 20, 2013
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Participation Securities due December 26, 2023
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities
The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, the securities
will pay a contingent monthly coupon but only if the index closing value of each of the Russell 2000® Index and the EURO STOXX
50® Index on the related observation date is at or above 75% of its respective initial index value, which we refer to as the coupon
barrier level. If the index closing value of either underlying index is less than the coupon barrier level for such index on any
observation date, we will pay no interest for the related interest period. At maturity, if the final index value of each underlying index is
greater than its respective initial index value, you will receive the stated principal amount plus a positive return reflecting the appreciation
of the worst performing underlying index, in addition to the related contingent monthly coupon. If the final index value of either underlying
index is less than or equal to its initial index value, but the final index value of each underlying index is greater than or equal to 50% of
the respective initial index value, which we refer to as the downside threshold level, the payment at maturity will be the stated principal
amount and, if the final index value of each underlying index is also greater than or equal to its coupon barrier level, the related
contingent monthly coupon. If, however, the final index value of either underlying index is less than its downside threshold level,
investors wil be exposed to the decline in the worst performing underlying index on a 1 to 1 basis and will receive a payment at maturity
that is less than 50% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must
be willing to accept the risk of losing their entire initial investment based on the performance of either index and also the
risk of not receiving any contingent monthly coupons for the entire 10-year term of the securities. Because payments on the
securities are based on the worst performing of the underlying indices, a decline beyond the respective coupon barrier level and/or
respective downside threshold level, as applicable, of either underlying index will result in few or no contingent monthly coupons and/or
a significant loss of your investment, as applicable, even if the other underlying index has appreciated or has not declined as much.
These long-dated securities are for investors who seek an opportunity to earn interest at a potentially above-market rate and seek a
potential return at maturity based on the appreciation of the worst performing of the two underlying indices in exchange for the risk of
losing a significant portion or all of their investment if either underlying index closes below its downside threshold level on the final
observation date and the risk of receiving no monthly interest if either underlying index closes below the coupon barrier level for such
index on the observation dates. The securities are notes issued as part of Morgan Stanley's Series F Global Medium-Term Notes
program.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you could lose
some or all of your investment. These securities are not secured obligations and you will not have any security interest in,
or otherwise have any access to, any underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying indices:
Russell 2000® Index (the "RTY Index") and EURO STOXX 50® Index (the "SX5E Index")
Aggregate principal amount:
$500,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security (see "Commissions and issue price" below)
Pricing date:
December 20, 2013
Original issue date:
December 26, 2013 (3 business days after the pricing date)
Maturity date:
December 26, 2023
Contingent monthly coupon:
If, on any observation date, the closing value of each underlying index on such date is greater than or equal to the
coupon barrier level, we wil pay a contingent monthly coupon at an annual rate of 6.00% (corresponding to $5.00 per
month per security) on the related coupon payment date.
If, on any observation date, the closing value of either underlying index is less than the coupon barrier level
for such index, we will pay no coupon for the applicable interest period. It is possible that one or both
underlying indices will remain below the respective coupon barrier level(s) for extended periods of time or
even throughout the entire term of the securities so that you will receive few or no contingent monthly
coupons during the 10-year term of the securities.
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Coupon barrier level:
With respect to the RTY Index: 859.853, which is approximately 75% of the initial index value for such index
With respect to the SX5E Index: 2,287.013, which is approximately 75% of the initial index value for such index
Downside threshold level:
With respect to the RTY Index: 573.235, which is 50% of the initial index value for such index
With respect to the SX5E Index: 1,524.675, which is 50% of the initial index value for such index
Payment at maturity:
· If the final index value of each underlying index is greater than its respective initial index value: (i) (a) the stated
principal amount multiplied by (b) the index performance factor of the worst performing underlying index plus (ii) the
contingent monthly coupon with respect to the final observation date.
· If the final index value of either underlying index is less than or equal to its respective initial index value, but the
final index value of each underlying index is greater than or equal to its respective downside threshold level: the
stated principal amount and, if the final index value of each underlying index is also greater than or equal to its
respective coupon barrier level, the contingent monthly coupon with respect to the final observation date.
· If the final index value of either underlying index is less than its respective downside threshold level: (i) the stated
principal amount multiplied by (ii) the index performance factor of the worst performing underlying index. This
amount wil be less than 50% of the stated principal amount of the securities and could be zero.

Terms continued on the following page
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a whol y-owned subsidiary of Morgan Stanley. See "Supplemental
information regarding plan of distribution; conflicts of interest."
Estimated value on the pricing
$958.80 per security. See "Investment Overview" beginning on page 3.
date:
Commissions and Issue Price:
Price to Public(1)
Agent's Commissions(2)
Proceeds to Issuer(3)
Per security
$1,000
$35
$965
Total
$500,000
$17,500
$482,500
(1) The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $35 for each security they
sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will receive a sales commission of $5 per
security. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution
(Conflicts of Interest)" in the accompanying prospectus supplement.
(3) See "Use of proceeds and hedging" on page 27.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors"
beginning on page 10.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if
this document or the accompanying prospectus supplement, index supplement and prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor
are they obligations of, or guaranteed by, a bank.
You should read this document together with the related prospectus supplement, index supplement and prospectus, each of which can be
accessed via the hyperlinks below. Please also see "Additional Information About the Securities" at the end of this document.
Prospectus Supplement dated November 21, 2011
Index Supplement dated November 21, 2011
Prospectus dated November 21, 2011

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Contingent Income Participation Securities due December 26, 2023
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities

Terms continued from previous page:
Initial index value:
With respect to the RTY Index: 1,146.47, which is the index closing value of such index on the pricing date
With respect to the SX5E Index: 3,049.35, which is the index closing value of such index on the pricing date
Final index value:
With respect to each index, the respective index closing value on the final observation date
Worst performing
The underlying index with the lesser index performance factor
underlying index:
Index performance factor:
Final index value divided by the initial index value
Coupon payment dates:
The 26th day of each month, beginning January 26, 2014; provided that if any such day is not a business day, that
contingent monthly coupon, if any, wil be paid on the next succeeding business day and no adjustment wil be made to
any coupon payment made on that succeeding business day; provided further that the contingent monthly coupon, if
any, with respect to the final observation date shall be paid on the maturity date.
Observation dates:
The third scheduled business day preceding each scheduled coupon payment date, beginning with the January 26,
2014 coupon payment date, subject to postponement for non-index business days and certain market disruption
events. We also refer to the third scheduled business day prior to the scheduled maturity date as the final observation
date.
CUSIP / ISIN:
61761JNC9 / US61761JNC98
Listing:
The securities wil not be listed on any securities exchange.

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Contingent Income Participation Securities due December 26, 2023
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities

Contingent Income Securities

Principal at Risk Securities

Contingent Income Participation Securities due December 26, 2023 Payments on the Securities Based on the Worst
Performing of the Russel 2000® Index and the EURO STOXX 50® Index (the "securities") do not guarantee the repayment
of principal and do not provide for the regular payment of interest. The securities will pay a contingent monthly coupon but
only if the index closing value of each of the Russell 2000® Index and the EURO STOXX 50® Index (which we refer to
together as the "underlying indices") is at or above 75% of its respective initial index value, which we refer to as the coupon
barrier level, on the related observation date. If the index closing value of either underlying index is less than the coupon
barrier level for such index on any observation date, we wil pay no coupon for the related monthly period. It is possible that
the index closing value of one or both underlying indices wil remain below the respective coupon barrier level(s) for extended
periods of time or even throughout the entire term of the securities so that you will receive few or no contingent monthly
coupons. We refer to the coupon on the securities as contingent, because there is no guarantee that you will receive a
coupon payment on any coupon payment date. Even if an underlying index were to be at or above the coupon barrier level
for such index on some monthly observation dates, it may fluctuate below the coupon barrier level on others. In addition,
even if one underlying index were to be at or above the coupon barrier level for such index on all monthly observation dates,
you will receive a contingent monthly coupon only with respect to the observation dates on which the other underlying index
is also at or above the coupon barrier level for such index, if any.

At maturity, if the final index value of each underlying index is greater than its respective initial index value, you will receive
the stated principal amount plus a positive return reflecting the appreciation of the worst performing underying index, in
addition to the related contingent monthly coupon. If the final index value of either underlying index is less than or equal to its
initial index value, but the final index value of each underlying index is greater than or equal to 50% of the respective initial
index value, which we refer to as the downside threshold level, the payment at maturity will be the stated principal amount
and, if the final index value of each underlying index is also greater than or equal to its coupon barrier level, the related
contingent monthly coupon. If, however, the final index value of either underlying index is less than its downside threshold
level, investors will be exposed to the decline in the worst performing underlying index on a 1 to 1 basis and will receive a
payment at maturity that is less than 50% of the stated principal amount of the securities and could be zero. Accordingly,
investors in the securities must be willing to accept the risk of losing their entire initial investment based on the
performance of either index and also the risk of not receiving any contingent monthly coupons.

Maturity:
10 years
Contingent
If, on any observation date, the closing value of each underlying index on such date is greater
monthly coupon:
than or equal to the coupon barrier level, we will pay a contingent monthly coupon at an annual rate
of 6.00% (corresponding to $5.00 per month per security) on the related coupon payment date.

If, on any observation date, the closing value of either underlying index is less than the
coupon barrier level for such index, we will pay no coupon for the applicable interest period.
It is possible that one or both underlying indices will remain below the respective coupon
barrier level(s) for extended periods of time or even throughout the entire term of the
securities so that you will receive few or no contingent monthly coupons during the 10-year
term of the securities.
Payment at
· If the final index value of each underlying index is greater than its respective initial index value:
maturity:
(i) (a) the stated principal amount multiplied by (b) the index performance factor of the worst
performing underlying index plus (i ) the contingent monthly coupon with respect to the final
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observation date.
· If the final index value of either underlying index is less than or equal to its respective initial
index value, but the final index value of each underlying index is greater than or equal to its
respective downside threshold level: the stated principal amount and, if the final index value of
each underlying index is also greater than or equal to its respective coupon barrier level, the
contingent monthly coupon with respect to the final observation date.
· If the final index value of either underlying index is less than its respective downside threshold
level: (i) the stated principal amount multiplied by (i ) the index performance factor of the worst
performing underlying index. This amount wil be less than 50% of the stated principal amount of
the securities and could be zero.

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Contingent Income Participation Securities due December 26, 2023
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities

Morgan Stanley 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). Al other clients may contact their local
brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800)
233-1087.

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date
is less than $1,000. We estimate that the value of each security on the pricing date is $958.80.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the underlying indices. The estimated value of the securities is determined using our
own pricing and valuation models, market inputs and assumptions relating to the underlying indices, instruments based on
the underlying indices, volatility and other factors including current and expected interest rates, as well as an interest rate
related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt
trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the contingent monthly coupon, the coupon barrier level and
the downside threshold level, we use an internal funding rate, which is likely to be lower than our secondary market credit
spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or
if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions,
including those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing date,
because the secondary market price takes into account our secondary market credit spread as wel as the bid-offer spread
that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs
associated with issuing, selling, structuring and hedging the securities are not ful y deducted upon issuance, for a period of
up to 12 months fol owing the issue date, to the extent that MS & Co. may buy or sel the securities in the secondary market,
absent changes in market conditions, including those related to the underlying indices, and to our secondary market credit
spreads, it would do so based on values higher than the estimated value. We expect that those higher values wil also be
reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease
doing so at any time.

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Contingent Income Participation Securities due December 26, 2023
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities

The securities do not provide for the regular payment of interest and instead wil pay a contingent monthly coupon but only
if the index closing value of each underlying index is at or above 75% of its initial index value, which we refer to as the
coupon barrier level, on the related observation date. The following scenarios are for illustration purposes only to
demonstrate how the payment at maturity and contingent monthly coupon are calculated, and do not attempt to demonstrate
every situation that may occur. Accordingly, the contingent monthly coupon may be payable with respect to none of, or some
but not all of, the monthly periods, and the payment at maturity may be less than 50% of the stated principal amount and
could be zero.

Scenario 1: A contingent
This scenario assumes that each underlying index closes at or above its respective coupon
monthly coupon is paid for
barrier level on every monthly observation date. Investors receive the 6.00% per annum
all interest periods, and
contingent monthly coupon for each interest period during the term of the securities. At
investors receive at maturity
maturity, each underlying index closes above its respective initial index value, and so
a positive return on the
investors receive, in addition to the contingent monthly coupon with respect to the final
securities reflecting the
observation date, the stated principal amount times the index performance factor of the
appreciation of the worst
worst performing underlying index, which will result in a positive return on the securities
performing underlying index,
reflecting the appreciation of the worst performing underlying index.
which is the best case
scenario.
Scenario 2: A contingent
This scenario assumes that each underlying index closes at or above its respective coupon
monthly coupon is paid for
barrier level on some monthly observation dates, but one or both underlying indices close
some, but not al , interest
below the respective coupon barrier level(s) for such index on the others. Investors wil
periods, and investors
receive the contingent monthly coupon for the monthly interest periods for which the index
receive principal back at
closing value of each underlying index is at or above its respective coupon barrier level on
maturity.
the related observation date, but not for the interest periods for which one or both
underlying indices close below the respective coupon barrier level(s) on the related
observation date. On the final observation date, one or both underlying indices close at or
below the respective initial index value(s), but each underlying index closes at or above its
downside threshold level. At maturity, investors receive the stated principal amount and,
depending on whether each final index value is greater than, equal to or below the
respective coupon barrier level, the contingent monthly coupon with respect to the final
observation date.
Scenario 3: No contingent
This scenario assumes that one or both underlying indices close below the respective
monthly coupon is paid for
coupon barrier level(s) on every monthly observation date. Since one or both underlying
any interest period during
indices close below the respective coupon barrier level(s) on every monthly observation
the 10-year term of the
date, investors do not receive any contingent monthly coupon during the 10-year term of
securities, and investors
the securities. On the final observation date, one or both underlying indices close below
suffer a substantial loss of
the respective downside threshold level(s). At maturity, investors will receive an amount
principal at maturity.
equal to the stated principal amount multiplied by the index performance factor of the
worst performing underlying index, which will be less than 50% of the stated principal
amount and could be zero.

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Contingent Income Participation Securities due December 26, 2023
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities

Russell 2000® Index

The Russell 2000® Index is an index calculated, published and disseminated by Russell Investments, and measures the composite price
performance of stocks of 2,000 companies (the "Russell 2000 Component Stocks") incorporated in the U.S. and its territories. Al 2,000
stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell 3000® Index. The Russell 3000®
Index is composed of the 3,000 largest U.S. companies as determined by market capitalization and represents approximately 98% of the
U.S. equity market. The Russell 2000® Index consists of the smallest 2,000 companies included in the Russell 3000® Index and
represents a small portion of the total market capitalization of the Russell 3000® Index. The Russel 2000® Index is designed to track the
performance of the small capitalization segment of the U.S. equity market.

Information as of market close on December 20, 2013:

Bloomberg Ticker Symbol:
RTY
Current Index Value:
1,146.67
52 Weeks Ago:
852.49
52 Week High (on 12/20/2013):
1,146.47
52 Week Low (on 12/28/2012):
832.10

For additional information about the Russell 2000® Index, see the information set forth under "Russell 2000® Index" in the accompanying
index supplement. Furthermore, for additional historical information, see "Russell 2000® Index Historical Performance" below.

EURO STOXX 50® Index

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG. Publication of
the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at December 31, 1991. The EURO
STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600 Supersector Indices, which
includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and represent the largest companies
across all market sectors.

Information as of market close on December 20, 2013:

Bloomberg Ticker Symbol:
SX5E
Current Index Value:
3,049.35
52 Weeks Ago:
2,658.30
52 Week High (on 11/28/2013):
3,092.42
52 Week Low (on 6/24/2013):
2,511.83

For additional information about the EURO STOXX 50® Index, see the information set forth under "EURO STOXX 50® Index" in the
accompanying index supplement. Furthermore, for additional historical information, see "EURO STOXX 50® Index Historical
Performance" below.

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Contingent Income Participation Securities due December 26, 2023
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities

The following hypothetical examples illustrate how to determine whether a contingent monthly coupon is paid with respect to an
observation date and how to calculate the payment at maturity. The following examples are for illustrative purposes only. Whether you
receive a contingent monthly coupon for any monthly period will be determined by reference to the index closing value of each underlying
index on each monthly observation date, and the amount you will receive at maturity, if any, will be determined by reference to the final
index value of each underlying index on the final observation date. The actual initial index value, coupon barrier level, and downside
threshold level for each underlying index are set forth on the cover page of this document. All payments on the securities, if any, are
subject to the credit risk of Morgan Stanley. The below examples are based on the following terms:

Contingent Monthly Coupon:
If, on any observation date, the closing value of each underlying index on such date is
greater than or equal to the coupon barrier level, we will pay a contingent monthly coupon
at an annual rate of 6.00% (corresponding to $5.00 per month per security) on the related
coupon payment date.*

If, on any observation date, the closing value of either underlying index is less than
the coupon barrier level for such index, we will pay no coupon for the applicable
interest period. It is possible that one or both underlying indices will remain below the
respective coupon barrier level(s) for extended periods of time or even throughout
the entire term of the securities so that you will receive few or no contingent monthly
coupons during the 10-year term of the securities.
Payment at Maturity
· If the final index value of each underlying index is greater than its respective initial index
value: (i) (a) the stated principal amount multiplied by (b) the index performance factor
of the worst performing underlying index plus (i ) the contingent monthly coupon with
respect to the final observation date.

· If the final index value of either underlying index is less than or equal to its respective
initial index value, but the final index value of each underlying index is greater than or
equal to its respective downside threshold level: the stated principal amount and, if the
final index value of each underlying index is also greater than or equal to its respective
coupon barrier level, the contingent monthly coupon with respect to the final observation
date.

· If the final index value of either underlying index is less than its respective downside
threshold level: (i) the stated principal amount multiplied by (i ) the index performance
factor of the worst performing underlying index. This amount will be less than 50% of the
stated principal amount of the securities and could be zero.
Stated Principal Amount:
$1,000
Hypothetical Initial Index
With respect to the RTY Index: 1,100
Value:

With respect to the SX5E Index: 3,000
Hypothetical Coupon Barrier
With respect to the RTY Index: 825, which is 75% of the hypothetical initial index value for
Level:
such index

With respect to the SX5E Index: 2,250, which is 75% of the hypothetical initial index value
for such index
Hypothetical Downside
With respect to the RTY Index: 550, which is 50% of the hypothetical initial index value for
Threshold Level:
such index

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With respect to the SX5E Index: 1,500, which is 50% of the hypothetical initial index value for
such index
* The actual monthly coupon will be an amount determined by the calculation agent based on the number of days in the applicable
payment period, calculated on a 30/360 basis. The hypothetical monthly coupon of $5.00 is used in these examples for ease of analysis.

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