Obligation Morgan Stanleigh 0% ( US61762W6619 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61762W6619 ( en USD )

29/12/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61762W6619 en USD 0%, échue

10 USD

17 060 000 USD

61762W661

N/A

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 Morgan Stanley (ISIN : US61762W6619, CUSIP : 61762W661), émise aux États-Unis pour un montant total de 17 060 000 USD, avec une taille minimale d'achat de 10 unités, un taux d'intérêt de 0 %, une échéance le 29/12/2023 et une fréquence de paiement semestrielle, a atteint sa maturité et a été intégralement remboursée à un prix de marché de 100 %.

http://www.sec.gov/Archives/edgar/data/895421/000095010313007540/...
424B2 1 dp42851_424b2-ps1186.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Trigger Performance Securities due 2023
$17,059,970
$2,197.32

Pricing Supplement 1,186
Registration Statement No. 333-178081
Dated December 27, 2013
Filed Pursuant to Rule 424(b)(2)
Morgan Stanley $17,059,970 Trigger Performance Securities
Linked to the EURO STOXX 50® Index due December 29, 2023
Principal at Risk Securities
Investment Description
These Trigger Performance Securities (the "Securities") are unsecured and unsubordinated debt securities issued by
Morgan Stanley with returns linked to the performance of the EURO STOXX 50® Index (the "Index"). If the Index Return is
greater than zero, Morgan Stanley wil pay the Principal Amount at maturity plus a return equal to the product of (i) the
Principal Amount multiplied by (i ) the Index Return multiplied by (i i) the Participation Rate of 235.22%. If the Index Return
is less than or equal to zero, Morgan Stanley wil either pay the ful Principal Amount at maturity or, if the Final Level is less
than the Trigger Level, Morgan Stanley wil pay less than the ful Principal Amount at maturity, if anything, resulting in a loss
of principal that is proportionate to the negative Index Return. These long-dated Securities are for investors who seek an
equity index-based return and who are wil ing to risk a loss on their principal and forgo current income in exchange for the
Participation Rate feature and the contingent repayment of principal, which applies only if the Final Level is not less than the
Trigger Level, each as applicable at maturity. 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 contingent repayment of principal applies only if you hold the Securities to maturity.
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
Trade Date
December 27, 2013
Return is greater than zero, Morgan Stanley wil pay the Settlement Date
December 31, 2013
Principal Amount at maturity plus pay a return equal to
Final Valuation Date*
December 22, 2023
the Index Return multiplied by the Participation Rate. If Maturity Date*
December 29, 2023
the Index Return is less than zero, investors may be
exposed to the negative Index Return at maturity.

q Contingent Repayment of Principal at Maturity: If the
*Subject to postponement in the event of a Market
Index Return is equal to or less than zero and the Final
Disruption Event or for non-Index Business Days. See
Level is not less than the Trigger Level, Morgan Stanley
"Postponement of Final Valuation Date and Maturity
wil pay the Principal Amount at maturity. However, if the
Date" under "Additional Terms of the Securities."
Final Level is less than the Trigger Level, Morgan Stanley

wil pay less than the ful Principal Amount, if anything,

resulting in a loss of principal that is proportionate to the

negative Index Return. The contingent repayment of
principal applies only if you hold the Securities to
maturity. 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 DOWNSIDE MARKET RISK SIMILAR TO 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 SECURITIES.
1 of 37
12/31/2013 2:38 PM

http://www.sec.gov/Archives/edgar/data/895421/000095010313007540/...

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 Trigger Performance Securities linked to the EURO STOXX 50® Index. The Securities are not
subject to a predetermined maximum gain and, accordingly, any return at maturity wil be determined by the performance of
the Index. The Securities are offered at a minimum investment of 100 Securities at the Price to Public listed below.
Index
Initial Level
Participation Rate
Trigger Level
CUSIP
ISIN
1,555.69, which is
EURO STOXX 50®
3,111.37
235.22%
approximately 50%
61762W661
US61762W6619
Index
of the Initial Level
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 $9.355 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
$10.00
$0.50
$9.50
Total
$17,059,970
$852,998.50
$16,206,971.50
(1) UBS Financial Services Inc., acting as dealer, will receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of
$0.50 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 19.

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.

2 of 37
12/31/2013 2:38 PM

http://www.sec.gov/Archives/edgar/data/895421/000095010313007540/...
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 wil arrange to
send you the prospectus, the prospectus supplement and the index supplement if you so request by calling tol -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 fol ows:

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 Trigger 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 wil control.

The Issue Price of each Security is $10. This price includes costs associated with issuing, sel ing, 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 $10. We estimate that the value of each Security on the Trade Date is $9.355.

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 wel as an interest rate related to the implied interest
rate at which our conventional fixed rate debt trades in the secondary market (the "secondary market credit spread").

What determines the economic terms of the Securities?

In determining the economic terms of the Securities, 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 terms of the Securities, such as the
Participation Rate or the Trigger Level, would be more favorable to you.

3 of 37
12/31/2013 2:38 PM

http://www.sec.gov/Archives/edgar/data/895421/000095010313007540/...
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 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, sel ing, structuring and hedging the Securities are not ful y deducted upon issuance, for a period of
up to 17 months fol owing the Settlement 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 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 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.

2
4 of 37
12/31/2013 2:38 PM

http://www.sec.gov/Archives/edgar/data/895421/000095010313007540/...

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 entire
investment in the Securities, including the risk of loss
initial investment.
of your entire initial investment.

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

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

¨ You are unable or unwil ing to hold the Securities to
¨ You believe the Index wil appreciate over the term of
maturity, a term of approximately 10 years, or you
the Securities and you are wil ing to invest in the
seek an investment for which there wil be an active
Securities based on the Participation Rate of
secondary market.
235.22%.

¨ You believe that the level of the Index wil decline
¨ You can tolerate fluctuations of the price of the
during the term of the Securities and is likely to close
Securities prior to maturity that may be similar to or
below the Trigger Level 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 235.22%.
¨ You do not seek current income from your investment

and are wil ing to forego 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 seek an investment with returns based on the
Morgan Stanley or another issuer with a similar
performance of companies located in the Eurozone.
credit rating.

¨ You are wil ing to assume the credit risk of Morgan
¨ You seek current income from your investment or
Stanley, as issuer of the Securities, and understand
prefer to receive the dividends paid on the stocks
that if Morgan Stanley defaults on its obligations you
included in the Index.
may not receive any amounts due to you including any

repayment of principal.
¨ You do not seek an investment with returns based on
the performance of companies located in the
Eurozone.

¨ 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.

3
5 of 37
12/31/2013 2:38 PM

http://www.sec.gov/Archives/edgar/data/895421/000095010313007540/...
Final Terms
Investment Timeline

Issuer
Morgan Stanley
Issue Price
$10.00 per Security
(per Security)
Principal
$10.00 per Security
Amount
Term
Approximately 10 years
Index
EURO STOXX 50® Index
Trigger Level
1,555.69, which is approximately 50% of
the Initial Level.
Participation
235.22%
Rate
Payment at
If the Index Return is greater than zero,
Maturity (per
Morgan Stanley wil pay you an amount
Security)
calculated as follows:

$10 + [$10 × (Index Return ×
Participation Rate)]

If the Index Return is less than or equal
to zero and the Final Level is greater
than or equal to the Trigger Level,
Morgan Stanley wil pay you a cash
payment of:

$10 per Security

If the Final Level is less than the Trigger
Level, Morgan Stanley wil pay you an
amount calculated as fol ows:

$10 + ($10 × Index Return)

In this case, you could lose up to all of
your Principal Amount in an amount

proportionate to the negative Index
Return.
Index Return
Final Level Initial Level

Initial Level
Initial Level
3,111.37, 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 December 22, 2023, subject to
Date
postponement in the event of a Market
Disruption Event or for non-Index Business
Days.
CUSIP / ISIN
61762W661 / US61762W6619
Calculation
Morgan Stanley & Co. LLC
Agent
6 of 37
12/31/2013 2:38 PM

http://www.sec.gov/Archives/edgar/data/895421/000095010313007540/...

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.

4
7 of 37
12/31/2013 2:38 PM

http://www.sec.gov/Archives/edgar/data/895421/000095010313007540/...

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 Final Level is less than the Trigger Level (which is 50% of the Initial Level), you wil be exposed to the ful negative
Index Return and the payout owed at maturity by Morgan Stanley wil be an amount in cash that is at least 50% less
than the $10 Principal Amount of each Security resulting in a loss proportionate to the decrease in the value of the
Index from the Initial Level to the Final Level. 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 Trigger Level 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
Closing Level of the Index is above the Trigger Level 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, if any, 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 all of these factors wil influence the price that you wil receive if you are able to sel your Securities prior to
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 sell your Securities at a substantial
8 of 37
12/31/2013 2:38 PM

http://www.sec.gov/Archives/edgar/data/895421/000095010313007540/...
discount from the principal amount of $10 per Security if the value of the Index at the time of sale is at or below or
moderately above its Initial Level, and especially if it is near or below the Trigger Level, 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 on 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.

¨
The Securities are linked to the EURO STOXX 50® Index and are subject to risks associated with investments
in Securities linked to the value of foreign equity securities The Securities are linked to the value of foreign
equity securities. Investments in securities linked to the value of foreign equity securities involve risks associated with
the securities markets in those countries, including risks of volatility in those markets, governmental intervention in
those markets and

5
9 of 37
12/31/2013 2:38 PM

http://www.sec.gov/Archives/edgar/data/895421/000095010313007540/...

cross-shareholdings in companies in certain countries. Although the equity securities included in the EURO STOXX
50® Index are traded in foreign currencies, the value of your Securities (as measured in U.S. dol ars) wil not be
adjusted for any exchange rate fluctuations. Also, there is general y less publicly available information about foreign
companies than about U.S. companies that are subject to the reporting requirements of the United States Securities
and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting
standards and requirements different from those applicable to U.S. reporting companies. The prices of securities
issued in foreign markets may be affected by political, economic, financial and social factors in those countries, or
global regions, including changes in government, economic and fiscal policies and currency exchange laws. Local
securities markets may trade a smal number of securities and may be unable to respond effectively to increases in
trading volume, potential y making prompt liquidation of holdings difficult or impossible at times. Moreover, the
economies in such countries may differ favorably or unfavorably from the economy in the United States in such
respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and
balance of payment positions.

¨
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 Securities wil not have voting rights or rights to receive dividends or other distributions or any other rights with
respect to the stocks that constitute the Index.

¨
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 Securities in the Issue
Price reduce the economic terms of the Securities, cause the estimated value of the Securities to be less
than the 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., may be wil ing to
purchase the Securities in secondary market transactions wil likely be significantly lower than the Issue Price,
because secondary market prices wil exclude the issuing, selling, structuring and hedging-related costs that are
included in the 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 as wel as other factors.

The inclusion of the costs of issuing, sel ing, structuring and hedging the Securities in the Issue Price and the lower
rate we are wil ing to pay as issuer make the economic terms of the Securities less favorable to you than they
otherwise would be.

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 17 months fol owing the Settlement 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 Index, and to our secondary market credit spreads, it would do so based on values higher than the estimated
value, and we expect that those higher values wil also be reflected in your brokerage account statements.

¨
The estimated value of the Securities 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 Securities than those
generated by others, including other dealers in the market, if they attempted to value the Securities. In addition, the
estimated value on the Trade Date does not represent a minimum or maximum price at which dealers, including MS &
Co., would be wil ing to purchase your Securities in the secondary market (if any exists) at any time. The value of your
Securities 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. See also "Market price of
the Securities may be influenced by many unpredictable factors" above.

¨
Adjustments to the Index could adversely affect the value of the Securities The index publisher of the Index is
responsible for calculating and maintaining the Index. The index publisher may add, delete or substitute the stocks
constituting the Index or make other methodological changes required by certain corporate events relating to the
stocks constituting the Index, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary
10 of 37
12/31/2013 2:38 PM