Obligation Morgan Stanleigh 0% ( US61760QEJ94 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61760QEJ94 ( en USD )

0%

27/06/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61760QEJ94 en USD 0%, échue

1 000 USD

6 500 000 USD

61760QEJ9

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 US61760QEJ94, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/06/2024

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QEJ94, 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 US61760QEJ94, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/895421/000095010314004386/dp47378_424b2-ps145...
424B2 1 dp47378_424b2-ps1455.htm FORM 424B2 CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Senior Floating Rate Notes due 2024

$6,500,000

$837.20

June 2014

Pricing Supplement No. 1,455
Registration Statement No. 333-178081
Dated June 24, 2014
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED INVESTMENTS
Fixed to Floating Rate Notes due 2024
Based on 3-Month USD LIBOR
As further described below, interest wil accrue and be payable on the notes quarterly, in arrears, (i) from the original issue date to December 27, 2015: at a rate of
3.00% per annum and (i ) from December 27, 2015 to maturity: at a variable rate equal to 3-Month USD LIBOR plus 1.00%, subject to the minimum interest rate of
0.00% per annum and the applicable maximum interest rate.
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
Aggregate principal amount:
$6,500,000
Issue price:
$1,000 per note
Stated principal amount:
$1,000 per note
Pricing date:
June 24, 2014
Original issue date:
June 27, 2014 (3 business days after the pricing date)
Maturity date:
June 27, 2024
Interest accrual date:
June 27, 2014
Payment at maturity:
The payment at maturity per note wil be the stated principal amount plus accrued and unpaid interest, if any
Reference rate:
3-Month USD-LIBOR-BBA. Please see "Additional Provisions--Reference Rate" below.
Interest rate:
From and including the original issue date to but excluding December 27, 2015: 3.00% per annum
From and including December 27, 2015 to but excluding the maturity date (the "floating interest rate period"):
Reference rate plus 1.00%; subject to the minimum interest rate and the applicable maximum 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 wil be determined two (2) London banking days prior to the related interest reset date at the start of such
interest payment period (each an "interest determination date").
1 of 16
6/26/2014 9:32 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314004386/dp47378_424b2-ps145...
Interest for each interest payment period during the floating interest rate period is subject to the minimum interest rate
of 0.00% per annum and the applicable maximum interest rate for such interest payment period.
Interest payment period:
Quarterly
Interest payment period end dates:
Unadjusted
Interest payment dates:
Each March 27, June 27, September 27 and December 27, beginning September 27, 2014; provided that if any such day
is not a business day, that interest payment wil be made on the next succeeding business day and no adjustment wil be
made to any interest payment made on that succeeding business day.
Interest reset dates:
Each March 27, June 27, September 27 and December 27, beginning December 27, 2015; provided that such interest
reset dates shall not be adjusted for non-business days.
Day-count convention:
30/360
Minimum interest rate:
0.00% per annum during the floating interest rate period
Maximum interest rate:
During the floating interest rate period:
· From and including December 27, 2015 to but excluding June 27, 2018: 4.00% per annum
· From and including June 27, 2018 to but excluding June 27, 2021: 5.00% per annum
· From and including June 27, 2021 to but excluding the maturity date: 6.00% per annum
Redemption:
Not applicable
Specified currency:
U.S. dol ars
CUSIP / ISIN:
61760QEJ9 / US61760QEJ94
Book-entry or certificated note:
Book-entry
Business day:
New York
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a whol y owned subsidiary of Morgan Stanley. See "Supplemental Information
Concerning Plan of Distribution; Conflicts of Interest."
Calculation agent:
Morgan Stanley Capital Services LLC
Trustee:
The Bank of New York Mel on
Estimated value on the pricing date:
$982.40 per note. See "The Notes" on page 2.
Commissions and issue price:
Price to public
Agent's commissions(1)
Proceeds to issuer(2)
Per note
$1,000
$12.50
$987.50
Total
$6,500,000
$81,250
$6,418,750
(1)
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 $12.50 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.
(2)
See "Use of Proceeds and Hedging" on page 6.
The notes involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 4.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this
pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

You should read this document together with the related prospectus supplement and prospectus,
each of which can be accessed via the hyperlinks below.

Prospectus Supplement dated November 21, 2011 Prospectus dated November 21, 2011
The notes 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.

2 of 16
6/26/2014 9:32 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314004386/dp47378_424b2-ps145...

3 of 16
6/26/2014 9:32 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314004386/dp47378_424b2-ps145...

Fixed to Floating Rate Notes due 2024
Based on 3-Month USD LIBOR

The Notes

The notes are debt securities of Morgan Stanley. From the original issue date until December 27, 2015, interest on the notes wil accrue and be payable on the
notes quarterly, in arrears, at 3.00% per annum, and thereafter, during the floating interest rate period, interest on the notes wil accrue and be payable on the notes
quarterly, in arrears, at a variable rate equal to 3-Month USD LIBOR plus 1.00%, subject to the minimum interest rate of 0.00% per annum and the applicable
maximum interest rate. We describe the basic features of these notes in the sections of the accompanying prospectus cal ed "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. Al
payments on the notes are subject to the credit risk of Morgan Stanley.

The stated principal amount and the issue price of each note is $1,000. This price includes costs associated with issuing, sel ing, structuring and hedging 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 $982.40.

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-based component linked to
LIBOR. The estimated value of the notes is determined using our own pricing and valuation models, market inputs and assumptions relating to LIBOR, instruments
based on LIBOR, volatility and other factors including current and expected interest rates, as wel 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 notes?

In determining the economic terms of the notes, including the interest rate and the maximum interest rate applicable to each interest payment period during the
floating interest rate period, 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, sel ing, 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 notes?

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
LIBOR, 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, the costs of unwinding the related hedging
transactions and other factors.

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.

4 of 16
6/26/2014 9:32 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314004386/dp47378_424b2-ps145...
Additional Provisions

Reference Rate

"LIBOR" as defined in the accompanying prospectus in the section called "Description of Debt Securities--Floating Rate Debt Securities" and "--Base Rates" with
an index maturity of 3 months and an index currency of U.S. dol ars and as displayed on Reuters Page LIBOR01.

June 2014
Page 2

5 of 16
6/26/2014 9:32 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314004386/dp47378_424b2-ps145...

Fixed to Floating Rate Notes due 2024
Based on 3-Month USD LIBOR

Historical Information

The fol owing graph sets forth the historical percentage levels of the reference rate for the period from January 1, 2004 to June 24, 2014. The historical levels of the
reference rate do not reflect the 1.00% spread that wil apply to the interest that accrues on the notes for each interest payment period during the floating interest
rate period, and should not be taken as an indication of its future performance. We obtained the information in the graph below from Bloomberg Financial Markets,
without independent verification.

6 of 16
6/26/2014 9:32 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314004386/dp47378_424b2-ps145...
* The bold lines in the graph above represent the applicable maximum interest rate for each interest payment period during the floating interest rate
period.

June 2014
Page 3

7 of 16
6/26/2014 9:32 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314004386/dp47378_424b2-ps145...

Fixed to Floating Rate Notes due 2024
Based on 3-Month USD LIBOR

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. Investors should consult their financial and legal advisers as to the risks entailed by an investment in the
notes and the suitability of the notes in light of their particular circumstances.

§
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 wil affect the trading price of the notes,
but it is impossible to predict whether such levels will rise or fall.

§
The amount of interest payable on the notes for each interest payment period during the floating interest rate period is capped. The interest rate on
the notes for each interest payment period during the floating interest rate period is capped at the applicable maximum interest rate for such interest payment
period. From and including December 27, 2015 to but excluding June 27, 2018, the interest rate on the notes for each interest payment is capped at the
maximum interest rate of 4.00% per annum (equal to a maximum quarterly interest payment of $10.00 for each $1,000 stated principal amount of notes). From
and including June 27, 2018 to but excluding June 27, 2021, the interest rate on the notes for each interest payment is capped at the maximum interest rate of
5.00% per annum (equal to a maximum quarterly interest payment of $12.50 for each $1,000 stated principal amount of notes). From and including June 27,
2021 to but excluding the maturity date, the interest rate on the notes for each interest payment is capped at the maximum interest rate of 6.00% per annum
(equal to a maximum quarterly interest payment of $15.00 for each $1,000 stated principal amount of notes).

§
Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the
market value of the notes. Investors are dependent on our ability to pay al 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 al of your investment. As a result, the market value of
the notes prior to maturity wil 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 which the notes may be sold prior to maturity will depend on a number of factors and may be substantially less than the amount for
which they were originally purchased. Some of these factors include, but are not limited to: (i) actual or anticipated changes in the level of the reference
rate, (i ) volatility of the level of the reference rate, (i i) 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. General y, the longer the time remaining to maturity and the more tailored the exposure, the more the market price
of the notes wil be affected by the other 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 substantial y less than 100% of the issue price if you are able to sel your notes prior to maturity.

8 of 16
6/26/2014 9:32 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314004386/dp47378_424b2-ps145...
§
The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary
market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and
hedging the notes in the original issue price reduce the economic terms of the notes, cause the estimated value of the notes to be less than the
original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices,
if any, at which dealers, including MS & Co., are wil ing to purchase the notes in secondary market transactions wil likely be significantly lower than the original
issue price, because secondary market prices wil exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price
and borne by you and because the secondary market prices wil reflect our secondary market credit spreads and the bid-offer spread that any dealer would
charge in a secondary market transaction of this type, the costs of unwinding the related hedging transactions as wel as other factors.

June 2014
Page 4

9 of 16
6/26/2014 9:32 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314004386/dp47378_424b2-ps145...

Fixed to Floating Rate Notes due 2024
Based on 3-Month USD LIBOR

The inclusion of the costs of issuing, selling, structuring and hedging the notes in the original issue price and the lower rate we are wil ing to pay as issuer make
the economic terms of the notes less favorable to you than they otherwise would be.

§
The estimated value of the notes is determined by reference to our pricing and valuation models, which may differ from those of other dealers and
is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary and rely in part on subjective views of certain
market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value
these types of securities, our models may yield a higher estimated value of the notes than those generated by others, including other dealers in the market, if
they attempted to value the notes. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers,
including MS & Co., would be wil ing to purchase your notes in the secondary market (if any exists) at any time. The value of your notes at any time after the
date of this pricing supplement wil vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market
conditions.

§
The notes will not be listed on any securities exchange and secondary trading may be limited. The notes wil 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. When it does make a market, it wil general y do so for transactions of routine secondary market size at
prices based on its estimate of the current value of the notes, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of
the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it wil be able to resel the notes.
Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel the notes easily. Since other broker-dealers may not
participate significantly in the secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at
which MS & Co. is wil ing to transact. If, at any time, MS & Co. were to cease making a market in the notes, it is likely that there would be no secondary market
for the notes. Accordingly, you should be wil ing to hold your notes to maturity.

§
Morgan Stanley & Co. LLC, which is a subsidiary of the issuer, has determined the estimated value on the pricing date. MS & Co. has determined the
estimated value of the notes on the pricing date.

§
The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the notes. They also expect to hedge the issuer's
obligations under the notes. 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 general y or the reference rate specifical y. 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. In addition, the
issuer's subsidiaries expect to hedge the issuer's obligations under the notes and they may realize a profit from that expected hedging activity even if investors
do not receive a favorable investment return under the terms of the notes or in any secondary market transaction.

§
The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the notes. Any of these determinations made by the
calculation agent may adversely affect the payout to investors. Determinations made by the calculation agent, including with respect to the reference rate, may
adversely affect the payout to you on the notes.

10 of 16
6/26/2014 9:32 AM