Obligation Morgan Stanleigh 0% ( US61762W4713 ) en USD

Société émettrice Morgan Stanleigh
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US61762W4713 ( en USD )
Coupon 0%
Echéance 30/11/2023 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley US61762W4713 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 7 466 000 USD
Cusip 61762W471
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's NR
Description détaillée 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.

Morgan Stanley a remboursé le 30 novembre 2023 son obligation (US61762W4713/61762W471) de 7 466 000 USD à 100%, à échéance, sans coupon (taux d'intérêt de 0%), avec une taille minimale d'achat de 1000 USD et une fréquence de paiement semestrielle, non notée par Moody's.







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424B2 1 dp42212_424b2-ps1130.htm FORM 424B2
CALCULATION OF REGISTRATION FEE


Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Airbag Performance Securities due 2023

$7,466,000

$961.62

Pricing Supplement No. 1,130
Registration Statement No. 333-178081
Dated November 25, 2013
Filed Pursuant to Rule 424(b)(2)

Linked to the Dow Jones Industrial AverageSM due November 30, 2023
Principal at Risk Securities
Investment Description
These Airbag Performance Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan Stanley
with returns linked to the performance of the Dow Jones Industrial AverageSM (the "Index"). If the Index Return is greater than zero,
Morgan Stanley will pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied by (ii)
the Index Return multiplied by (iii) the Participation Rate of 157.65%. If the Index Return is less than or equal to zero, but greater than or
equal to the Threshold Percentage of -50%, Morgan Stanley will repay the full Principal Amount at maturity. However, if the Index
Return is negative and less than the Threshold Percentage, Morgan Stanley will pay you less than the Principal Amount at maturity,
resulting in a loss on the Principal Amount to investors of 2% for each 1% decline in excess of the Threshold Percentage. These
long-dated Securities are for investors who seek an opportunity to earn an equity index-based return with enhanced growth potential
and potentially reduced downside exposure to the Index at maturity in exchange for the risk of a loss of all or a substantial portion of the
Principal Amount and forgoing current income. Investing in the Securities involves significant risks. You will not receive
interest or dividend payments during the term of the Securities. You may lose some or all of your Principal Amount. The
Threshold Percentage is observed only on the Final Valuation Date and applies at maturity; if you are able to sell the
Securities prior to maturity, you may receive substantially less than the Principal Amount even if the Index Return is not
less than the Threshold Percentage at the time of the sale.
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.
Features
Key Dates
q Participation in Positive Index Returns: If the Index Return is Trade Date
November 25, 2013
greater than zero, Morgan Stanley will pay the Principal
Settlement Date
November 29, 2013
Amount at maturity plus pay a return equal to the Index Return
Final Valuation Date*
November 24, 2013
multiplied by the Participation Rate. If the Index Return is less
Maturity Date*
November 30, 2013
than zero, investors may be exposed to the negative Index
Return at maturity.
q Contingent Downside Market Exposure: If the Index Return
is equal to or less than zero but greater than or equal to the
Threshold Percentage, Morgan Stanley will pay the Principal * Subject to postponement in the event of a Market Disruption Event or for
Amount at maturity. However, if the Index Return is negative
non-Index Business Days. See "Postponement of Final Valuation Date
and Maturity Date" under "Additional Terms of the Securities."
and less than the Threshold Percentage, Morgan Stanley will

pay less than the full Principal Amount, if anything, resulting in

a loss on the Principal Amount to investors of 2% for each 1%

decline in excess of the Threshold Percentage. The

Threshold Percentage is observed only on the Final Valuation
Date and applies at maturity; if you are able to sell the
Securities prior to maturity, you may receive substantially less
than the Principal Amount even if the Index Return is not less
than the Threshold Percentage at the time of the sale. Any
payment on the Securities, including any repayment of
principal, is subject to the creditworthiness of Morgan Stanley.
THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE
SECURITIES MAY NOT OBLIGATE MORGAN STANLEY TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES. THE
SECURITIES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE INDEX, WHICH CAN RESULT IN A LOSS OF SOME OR
ALL OF YOUR INVESTMENT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN
PURCHASING A DEBT OBLIGATION OF MORGAN STANLEY. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO
NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE
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SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ``KEY RISKS'' BEGINNING ON PAGE 5 OF THIS
PRICING SUPPLEMENT IN CONNECTION WITH YOUR PURCHASE OF THE SECURITIES. EVENTS RELATING TO ANY OF
THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE
RETURN ON, YOUR SECURITIES.
Security Offering
Morgan Stanley is offering Airbag Performance Securities linked to the Dow Jones Industrial AverageSM. The Securities are not subject
to a predetermined maximum gain and, accordingly, any return at maturity will be determined by the performance of the Index. The
Securities are offered at a minimum investment of 1 Security at the Price to Public listed below.
Downside
Participation
Threshold
Index
Initial Level
Participation Rate
Factor
Percentage
CUSIP
ISIN
Dow Jones
Industrial
16,072.54
157.65%
2.0
-50%
61762W471
US61762W4713
AverageSM
See "Additional Information about Morgan Stanley and the Securities" on page 2. The Securities will have the terms set
forth in the accompanying prospectus, prospectus supplement and index supplement and this pricing supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or
passed upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus supplement, index supplement and
prospectus. 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.
Estimated value on the Trade Date
$898.80 per Security. See "Additional Information about Morgan Stanley and the
Securities" on page 2.
Proceeds to Morgan

Price to Public
Underwriting Discount(1)
Stanley(2)
Per Security
$1,000
$50
$950
Total
$7,466,000
$373,300
$7,092,700
(1) UBS Financial Services Inc., acting as dealer, wil receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $50 for each Security
it sells. For more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 20 of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 18.

The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Supplemental Plan of Distribution;
Conflicts of Interest" on page 20 of this pricing supplement.
Morgan Stanley
UBS Financial Services Inc.





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Additional Information about Morgan Stanley and the Securities

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement and an index
supplement) with the SEC for the offering to which this communication relates. In connection with your investment, you should read the
prospectus in that registration statement, the prospectus supplement, the index 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 for free by visiting EDGAR on the SEC website at.www.sec.gov. Alternatively, Morgan Stanley, any underwriter or any
dealer participating in this offering will arrange to send you the prospectus, the prospectus supplement and the index supplement if you
so request by calling toll-free 1-(800)-584-6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website at.www.sec.gov as
follows:

t
Prospectus supplement dated November 21, 2011:

http://www.sec.gov/Archives/edgar/data/895421/000095010311004876/dp27245_424b2-seriesf.htm

t
Index supplement dated November 21, 2011:

http://www.sec.gov/Archives/edgar/data/895421/000095010311004850/dp27202_424b2.htm

t
Prospectus dated November 21, 2011:

http://www.sec.gov/Archives/edgar/data/895421/000095010311004877/dp27266_424b2-debt.htm

References to "Morgan Stanley," "we," "our" and "us" refer to Morgan Stanley. In this document, the "Securities" refers to the Airbag
Performance Securities that are offered hereby. Also, references to the accompanying "prospectus", "prospectus supplement" and
"index supplement" mean the Morgan Stanley prospectus dated November 21, 2011, the Morgan Stanley prospectus supplement
dated November 21, 2011 and the Morgan Stanley index supplement dated November 21, 2011, respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying
prospectus supplement, index supplement and prospectus. We have not authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in
this pricing supplement or the accompanying prospectus supplement, index supplement and prospectus is accurate as of any date other
than the date on the front of this document.

If the terms discussed in this pricing supplement differ from those discussed in the prospectus supplement, index supplement or
prospectus, the terms contained in this pricing supplement will control.

The 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 Trade Date is less than $1,000. We
estimate that the value of each Security on the Trade Date is $898.80.

What goes into the estimated value on the Trade Date?

In valuing the Securities on the Trade Date, we take into account that the Securities comprise both a debt component and a
performance-based component linked to the Index. The estimated value of the Securities is determined using our own pricing and
valuation models, market inputs and assumptions relating to the Index, instruments based on the Index, 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 Participation Rate, the Threshold Percentage and the Downside
Participation Factor, 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 Trade 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 Index, may vary from, and be lower than, the estimated value on the Trade Date, because the secondary market price
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takes into account our secondary market credit spread as well 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 fully deducted upon issuance, for a period of up to 17 months following the Settlement Date, to the extent that MS
& Co. may buy or sell the Securities in the secondary market, absent changes in market conditions, including those related to the Index,
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 will 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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Investor Suitability
The Securities may be suitable for you if:

The Securities may not be suitable for you if:


¨ You ful y understand the risks inherent in an investment
¨ You do not ful y understand the risks inherent in an
in the Securities, including the risk of loss of your
investment in the Securities, including the risk of loss
entire initial investment.
of your entire initial investment.


¨ You can tolerate a loss of all or a substantial portion
¨ You cannot tolerate a loss of al or a substantial
of your Principal Amount and are wil ing to make an
portion of your Principal Amount, and you are not
investment that may have the ful downside market
wil ing to make an investment that may have the ful
risk of the Index.
downside market risk of the Index.


¨ You are wil ing to hold the Securities to maturity, a
¨ You require an investment designed to provide a ful
term of approximately 10 years, and accept that
return of principal at maturity.
there may be little or no secondary market for the

Securities.
¨ You are unable or unwil ing to hold the Securities to

maturity, a term of approximately 10 years, or you
¨ You believe the Index wil appreciate over the term of
seek an investment for which there wil be an active
the Securities and you are wil ing to invest in the
secondary market.
Securities based on the Participation Rate of

157.65%.
¨ You believe that the level of the Index wil decline

during the term of the Securities such that the Index
¨ You can tolerate fluctuations of the price of the
Return is negative and less than the Threshold
Securities prior to maturity that may be similar to or
Percentage on the Final Valuation Date.
exceed the downside fluctuations in the level of the

Index.
¨ You are unwil ing to invest in the Securities based on

the Participation Rate of 157.65%.
¨ You do not seek current income from your investment

and are wil ing to forgo dividends paid on the stocks
¨ You prefer the lower risk, and therefore accept the
included in the Index.
potential y lower returns, of conventional debt

securities with comparable maturities issued by
¨ You are wil ing to assume the credit risk of Morgan
Morgan Stanley or another issuer with a similar
Stanley, as issuer of the Securities, and understand
credit rating.
that if Morgan Stanley defaults on its obligations you

may not receive any amounts due to you including
¨ You seek current income from your investment or
any repayment of principal.
prefer to receive the dividends paid on the stocks
included in the Index.

¨ You are not wil ing or are unable to assume the credit
risk associated with Morgan Stanley, as issuer of
the Securities, for any payment on the Securities,
including any repayment of principal.
The investor suitability considerations identified above are not exhaustive. Whether or not the Securities are a
suitable investment for you will depend on your individual circumstances, and you should reach an investment
decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered
the suitability of an investment in the Securities in light of your particular circumstances. You should also review
"Key Risks" on page 5 of this pricing supplement and "Risk Factors" beginning on page 5 of the accompanying
prospectus for risks related to an investment in the Securities.




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Final Terms

Investment Timeline

Issuer
Morgan
Stanley

Issue Price (per
$1,000 per Security

Security)
Principal Amount
$1,000 per Security

Term
Approximately
10
years

Index
Dow Jones Industrial AverageSM

Threshold
-50%

Percentage
Participation Rate
157.65%

Downside
2.0

Participation Factor
Payment at
If the Index Return is greater than zero,

Maturity (per
Morgan Stanley wil pay you an amount
Security)
calculated as follows:

$1,000 + [$1,000 × (Index Return ×
Participation Rate)]

If the Index Return is less than or equal to
zero but greater than or equal to the
Threshold Percentage, Morgan Stanley will
pay you a cash payment of:

$1,000 per Security

If the Index Return is negative and less
than the Threshold Percentage, Morgan
Stanley will pay you an amount calculated as
follows:

$1,000 + [$1,000 × (Index Return + 50%)
x Downside Participation Factor]

In this case, you could lose up to all of
your Principal Amount.
Index Return

Final Level ­ Initial Level


Initial Level
Initial Level
16,072.54, which is the Closing Level of the

Index on the Trade Date.
Final Level
The Closing Level of the Index on the Final

Valuation Date.
Final Valuation
November 24, 2023, subject to postponement in
Date
the event of a Market Disruption Event or for
non-Index Business Days.
CUSIP / ISIN
61762W471 / US61762W4713

Calculation Agent
Morgan Stanley & Co. LLC





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INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE YOUR ENTIRE PRINCIPAL
AMOUNT. ANY PAYMENT ON THE SECURITIES IS SUBJECT TO THE CREDITWORTHINESS OF MORGAN
STANLEY. IF MORGAN STANLEY WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE
ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.




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Key Risks

An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized
here, but we urge you to also read the "Risk Factors" section of the accompanying prospectus. You should also consult
your investment, legal, tax, accounting and other advisers in connection with your investment in the Securities.

¨
The Securities do not guarantee any return of principal ­ The terms of the Securities differ from those of ordinary
debt securities in that Morgan Stanley is not necessarily obligated to repay any of the Principal Amount at maturity. If
the Index Return is negative and less than the Threshold Percentage on the Final Valuation Date, you wil be exposed
to the negative Index Return and the payout owed at maturity by Morgan Stanley wil be an amount in cash that is less
than the $1,000 Principal Amount of each Security, resulting in a loss on the Principal Amount of 2% for each 1%
decline in excess of the Threshold Percentage. There is no minimum payment at maturity on the Securities, and,
accordingly, you could lose al of your Principal Amount in the Securities.

¨
You may incur a loss on your investment if you sell your Securities prior to maturity ­ The Threshold
Percentage is observed on the Final Valuation Date and applies only at maturity. If you are able to sel your Securities
in the secondary market prior to maturity, you may have to sel them at a loss relative to your initial investment even if
the return of the Index is not less than the Threshold Percentage at that time.

¨
The Participation Rate applies only if you hold the Securities to maturity ­ You should be wil ing to hold your
Securities to maturity. If you are able to sel your Securities prior to maturity in the secondary market, the price you
receive wil likely not reflect the ful economic value of the Participation Rate or the Securities themselves, and the
return you realize may be less than the Index's return even if such return is positive. You can receive the ful benefit of
the Participation Rate from Morgan Stanley only if you hold your Securities to maturity.

¨
The Securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its
credit ratings or credit spreads may adversely affect the market value of the Securities ­ You are dependent
on Morgan Stanley's ability to pay all amounts due on the Securities at maturity, and therefore you are subject to the
credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations under the Securities, your investment
would be at risk and you could lose some or al of your investment. As a result, the market value of the Securities
prior to maturity wil be affected by changes in the market's view of Morgan Stanley's creditworthiness. Any actual or
anticipated decline in Morgan Stanley's credit ratings or increase in the credit spreads charged by the market for
taking Morgan Stanley credit risk is likely to adversely affect the market value of the Securities.

¨
The Securities do not pay interest ­ Morgan Stanley wil not pay any interest with respect to the Securities over the
term of the Securities.

¨
Market price of the Securities may be influenced by many unpredictable factors ­ Several factors, many of
which are beyond our control, wil influence the value of the Securities in the secondary market and the price at which
MS & Co. may be wil ing to purchase or sel the Securities in the secondary market (if at al ), including:


o
the value of the Index at any time,


o
the volatility (frequency and magnitude of changes in value) of the Index,


o
interest and yield rates in the market,


o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Index or
stock markets general y and which may affect the Initial Level and/or the Final Level,


o
the time remaining until the Securities mature, and


o
any actual or anticipated changes in our credit ratings or credit spreads.

Some or al of these factors wil influence the price that you wil receive if you are able to sel your Securities prior to
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maturity. General y, the longer the time remaining to maturity, the more the market price of the Securities wil be
affected by the other factors described above. For example, you may have to sel your Securities at a substantial
discount from the principal amount of $1,000 per Security if the value of the Index at the time of sale is at or below or
moderately above its Initial Level, and especial y if the Index Return is negative and is near, equal to or less than the
Threshold Percentage, or if market interest rates rise. You cannot predict the future performance of the Index based
on its historical performance.

¨
The amount payable on the Securities is not linked to the level of the Index at any time other than the Final
Valuation Date ­ The Final Level wil be based on the Closing Level of the Index on the Final Valuation Date, subject
to postponement for non-Index Business Days and certain Market Disruption Events. Even if the level of the Index
appreciates prior to the Final Valuation Date but then drops by the Final Valuation Date, the Payment at Maturity may
be significantly less than it would have been had the Payment at Maturity been linked to the level of the Index prior to
such drop. Although the actual level of the Index on the stated Maturity Date or at other times during the term of the
Securities may be higher than the Final Level, the Payment at Maturity wil be based solely on the Closing Level of the
Index on the Final Valuation Date as compared to the Initial Level.

¨
Investing in the Securities is not equivalent to investing in the Index or the stocks composing the Index ­
Investing in the Securities is not equivalent to investing in the Index or the stocks that constitute the Index. Investors in
the




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