Obligation Morgan Stanleigh 4.83% ( US61745E6R77 ) en USD

Morgan Stanleigh

71.191 % ▼

Etas-Unis

US61745E6R77 ( en USD )

4.83% par an ( paiement semestriel )

25/03/2031

Prospectus brochure de l'obligation Morgan Stanley US61745E6R77 en USD 4.83%, échéance 25/03/2031

1 000 USD

1 000 000 USD

61745E6R7

25/09/2025 ( Dans 81 jours )

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 US61745E6R77, paye un coupon de 4.83% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/03/2031

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61745E6R77, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61745E6R77, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 dp21577_424b2-ps711.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Amount of Registration
Offered

Maximum Aggregate
Offering Price
Fee
Senior Floating Rate Conversion $1,000,000
$116.10
Notes due 2031

March 2011
Pricing Supplement No. 711
Registration Statement No. 333-156423
Dated March 7, 2011
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED PRODUCTS

Senior Floating Rate Conversion Notes due 2031
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes with Issuer Fixed Rate
Conversion Right
As further described below, interest will accrue on the notes (i) in Years 1 to 2: at a rate of 11.00% per
annum and (ii) in Years 3 to maturity: subject to our coupon conversion right, for each day that the
closing value of the S&P 500® Index is at or above 975, at a variable rate per annum equal to 5 times
the difference, if any, between the 30-Year Constant Maturity Swap Rate ("30CMS") and the 2-Year
Constant Maturity Swap Rate ("2CMS") as determined on the CMS reference determination date at the
start of the related quarterly interest payment period; subject to the maximum interest rate of 12.00%
per annum and the minimum interest rate of 0.00% per annum, during the floating interest rate
period. The notes provide an above-market interest rate in Years 1 to 2; however, for each interest
payment period in Years 3 to maturity, subject to our coupon conversion right, the notes will not pay
any interest with respect to the interest payment period if the CMS reference index level is equal to or
less than 0.00% on the related quarterly CMS reference determination date. In addition, if on any
calendar day the index closing value is less than the index reference level, interest will accrue at a rate
of 0.00% per annum for that day.
Beginning March 25, 2013, we may elect to exercise our coupon conversion right to convert the notes,
so that, for each interest payment following the conversion date, the notes will pay interest quarterly at
a fixed rate of 11.00% per annum instead of paying the floating rate described above. If we decide to
exercise our coupon conversion right, we will give you notice at least 5 business days before the
conversion date. All payments on the notes, including the repayment of principal, are subject to the
credit risk of Morgan Stanley.
FINAL TERMS
General provisions

Issuer:
Morgan Stanley
CUSIP / ISIN:
61745E6R7/US61745E6R77
Aggregate principal $1,000,000. May be increased prior to the original issue date but we are not
amount:
required to do so.
Issue price:
$1,000 per note
Stated principal
$1,000 per note
amount:

Pricing date:
March 7, 2011
Original issue date: March 25, 2011 (14 business days after the pricing date)
Maturity date:
March 25, 2031
Interest accrual
date:
March 25, 2011

Payment at
The payment at maturity per note will be the stated principal amount plus
maturity:
accrued and unpaid interest, if any.
General interest rate

provisions:

Interest:
From and including the original issue date to but excluding March 25,
2013: 11.00% per annum
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From and including March 25, 2013 to but excluding the maturity date:

a) If we have not elected to exercise our coupon conversion right, the
floating interest rate

b) If we have elected to exercise our coupon conversion right, the fixed
interest rate

If we decide to exercise our coupon conversion right, we will give you notice
at least 5 business days before the conversion date. Our election to exercise
the coupon conversion right is irrevocable.
Interest payment
Each March 25, June 25, September 25 and December 25, beginning June
dates:
25, 2011; provided that if any such day is not a business day, that interest
payment will be made on the next succeeding business day and no
adjustment will be made to any interest payment made on that succeeding
business day.
Interest payment
Quarterly
period:
Interest payment
Unadjusted
period end dates:
Day-count
Actual/Actual
convention:
Agent:
Morgan Stanley & Co. Incorporated ("MS & Co."), a wholly owned subsidiary
of Morgan Stanley. See "Supplemental Information Concerning Plan of
Distribution; Conflicts of Interest."
Calculation agent: Morgan Stanley Capital Services Inc. Trustee: The Bank of New York
Mellon
Terms continued on the following page
Commissions and issue
price:
Price to public
Agent's commissions(1)
Proceeds to Issuer
Per Note
100%
3.50%
96.50%
Total
$1,000,000
$35,000
$965,000
(1) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the Agent), and their financial advisors, will
collectively receive from the Agent, MS & Co., a fixed sales commission of 3.50% for each note they sell. See "Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution" in the
accompanying prospectus supplement.
The notes involve risks not associated with an investment in ordinary debt securities. See
"Risk Factors" beginning on page 8.
The Securities and Exchange Commission and state securities regulators have not approved or
disapproved these notes, 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 December 23, 2008 Prospectus dated December 23, 2008

The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency, nor are they obligations of, or
guaranteed by, a bank.

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Terms continued from previous page:
Floating interest rate

provisions:
Floating interest
For each interest payment period, a variable rate per annum equal to the
rate:
product of:

(a) (leverage factor times the CMS reference index); subject to the
minimum interest rate and the maximum interest rate; and

(b) N/ACT

where,
"N" = the total number of calendar days in the applicable interest
payment period on which the index closing value is greater than or

equal to the index reference level (each such day, an "accrual day");
and
"ACT" = the total number of calendar days in the applicable interest
payment period.

The CMS reference index level applicable to an interest payment period will
be determined on the related CMS reference determination date.
Beginning March 25, 2013, it is possible that you could receive little or
no interest on the notes. If, on the related CMS reference determination
date, the CMS reference index level is equal to or less than the CMS
reference index strike, interest will accrue at a rate of 0.00% for that
interest payment period. In addition, if on any day, the index closing
value is determined to be less than the index reference level, interest
will accrue at a rate of 0.00% per annum for that day. The determination
of the index closing value will be subject to certain market disruption
events.
Leverage factor:
5
CMS reference
30-Year Constant Maturity Swap Rate minus 2-Year Constant Maturity Swap
index:
Rate.
Please see "Additional Provisions--CMS Reference Index" on page 3.
CMS reference
index strike:
0.00%

Index:
The S&P 500® Index
Index closing value: The closing value of the index. Please see "Additional Provisions--The S&P
500® Index" on page 4.
Index reference
level:
975

Index cutoff:
The index closing value for any day from and including the fifth index
business day prior to the related interest payment date for any interest
payment period shall be the index closing value on such fifth index business
day prior to such interest payment date.
Interest reset dates: Each March 25, June 25, September 25 and December 25, beginning March
25, 2013; provided that such interest reset dates shall not be adjusted for
non-business days.
CMS reference
determination
Two (2) U.S. government securities business days prior to the related interest
dates:
reset date at the start of the applicable interest payment period.
Maximum interest
rate:
12.00% per annum in any quarterly interest payment period
Minimum interest
rate:
0.00% per annum in any quarterly interest payment period
Coupon conversion:
On each conversion date, we may elect to convert the notes in whole, and
not in part, so that instead of paying the floating interest rate, we will pay the
fixed interest rate on each interest payment date following the conversion
date. If we decide to exercise the coupon conversion right, we will give you
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at least 5 business days notice before the conversion date.
Upon a coupon conversion, the amount of interest payable on the notes
will be fixed and will not depend on the performance of the CMS
reference index or the index.
Conversion date:
Each March 25, June 25, September 25 and December 25, beginning March
25, 2013
Fixed interest rate
provisions:

Fixed interest rate: 11.00% per annum
Miscellaneous
provisions

Early Redemption: None
Specified currency: U.S. dollars
Book-entry or
Book-entry
certificated note:
Business day:
New York

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Senior Floating Rate Conversion Notes due 2031
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes with Issuer Fixed Rate
Conversion Right

The Notes
The notes are debt securities of Morgan Stanley. In years 1 to 2, the notes pay interest at a rate of
11.00% per annum. Beginning March 25, 2013, if we have not exercised our coupon conversion right,
interest will accrue on the notes for each day that the closing value of the S&P 500® Index is at or
above 975, at a variable rate per annum equal to 5 times the CMS reference index for the related
quarterly interest payment period; subject to the maximum interest rate of 12.00% per annum per
interest payment period and the minimum interest rate of 0.00% per annum. The floating interest rate is
based on the CMS reference index and the level of the S&P 500 index. If 30CMS is less than or equal
to 2CMS on the applicable CMS reference determination date, the floating interest rate will be 0.00%
and no interest will accrue on the notes for such interest period. In addition, if on any calendar day
during the interest payment period the index closing value is less than the index reference level,
interest will accrue at a rate of 0.00% per annum for that day. We describe the basic features of these
notes in the sections of the accompanying prospectus called "Description of Debt Securities--Floating
Rate Debt Securities" and prospectus supplement called "Description of Notes," subject to and as
modified by the provisions described below.
On each conversion date beginning on March 25, 2013, we may elect to exercise our coupon conversion
right to convert the notes, so that, for each interest payment following the conversion date, the notes will
pay interest quarterly at a fixed rate of 11.00% per annum instead of paying the floating interest rate
based on the performance of the CMS reference index and the S&P 500 index.
All payments on the notes are subject to the credit risk of Morgan Stanley. The stated principal amount
and issue price of each note is $1,000. The issue price of the notes includes the agent's commissions
paid with respect to the notes as well as the cost of hedging our obligations under the notes. The cost
of hedging includes the projected profit that our subsidiaries may realize in consideration for assuming
the risks inherent in managing the hedging transactions. This cost of hedging could be significant due
to the term of the notes and the tailored exposure provided by the notes. The secondary market price,
if any, at which MS & Co. is willing to purchase the notes, is expected to be affected adversely by the
inclusion of these commissions and hedging costs in the issue price. In addition, the secondary market
price may be lower due to the costs of unwinding the related hedging transactions at the time of the
secondary market transaction. See "Risk Factors--Market Risk--The inclusion of commissions and
projected profit from hedging in the original issue price is likely to adversely affect secondary market
prices."
Additional Provisions

CMS Reference Index
What are the 30-Year and 2-Year Constant Maturity Swap Rates?
The 30-Year Constant Maturity Swap Rate (which we refer to as "30CMS") is, on any day, the fixed rate
of interest payable on an interest rate swap with a 30-year maturity as reported on Reuters Page
ISDAFIX1 or any successor page thereto at 11:00 a.m. New York City time on that day; provided that
for the determination of 30CMS on any calendar day, the "CMS reference determination date" shall be
that calendar day unless that calendar day is not a U.S. government securities business day, in which
case the 30CMS level shall be the 30CMS level on the immediately preceding U.S. government
securities business day. This rate is one of the market-accepted indicators of longer-term interest
rates.
The 2-Year Constant Maturity Swap Rate (which we refer to as "2CMS") is, on any day, the fixed rate of
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interest payable on an interest rate swap with a 2-year maturity as reported on Reuters Page ISDAFIX1
or any successor page thereto at 11:00 a.m. New York City time on that day; provided that for the
determination of 2CMS on any calendar day, the "CMS reference determination date" shall be that
calendar day unless that calendar day is not a U.S. government securities business day, in which case
the 2CMS level shall be the 2CMS level on the immediately preceding U.S. government securities
business day. This rate is one of the market-accepted indicators of shorter-term interest rates.

An interest rate swap rate, at any given time, generally indicates the fixed rate of interest (paid semi-
annually) that a counterparty in the swaps market would have to pay for a given maturity, in order to
receive a floating rate (paid quarterly) equal to 3-month LIBOR for that same maturity.
U.S. Government Securities Business Day
U.S. government securities business day means any day except for a Saturday, Sunday or a day on
which The Securities Industry and Financial Markets Association recommends that the fixed income
departments of its members be closed for the entire day for purposes of trading in U.S. government
securities.
March 2011
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Senior Floating Rate Conversion Notes due 2031
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes with Issuer Fixed Rate
Conversion Right
CMS Rate Fallback Provisions
If 30CMS or 2CMS is not displayed by 11:00 a.m. New York City time on the Reuters Screen ISDAFIX1
Page on any day on which the level of the CMS reference index must be determined, the rate for such
day will be determined on the basis of the mid-market semi-annual swap rate quotations to the
calculation agent provided by five leading swap dealers in the New York City interbank market (the
"Reference Banks") at approximately 11:00 a.m., New York City time, on such day, and, for this
purpose, the mid-market semi-annual swap rate means the mean of the bid and offered rates for the
semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest
rate swap transaction with a term equal to the applicable 30 year or 2 year maturity commencing on
such day and in a representative amount with an acknowledged dealer of good credit in the swap
market, where the floating leg, calculated on an actual/360 day count basis, is equivalent to USD-
LIBOR-BBA with a designated maturity of three months. The calculation agent will request the principal
New York City office of each of the Reference Banks to provide a quotation of its rate. If at least three
quotations are provided, the rate for that day will be the arithmetic mean of the quotations, eliminating
the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest). If fewer than three quotations are provided as requested, the rate
will be determined by the calculation agent in good faith and in a commercially reasonable manner.
The S&P 500® Index

The S&P 500® Index (the "index" or the "S&P 500 Index"), which is calculated, maintained and
published by Standard & Poor's Financial Services LLC ("S&P" or the "index publisher"), consists of
500 component stocks selected to provide a performance benchmark for the U.S. equity markets. The
calculation of the index is based on the relative value of the float adjusted aggregate market
capitalization of the 500 component companies as of a particular time as compared to the aggregate
average market capitalization of the 500 similar companies during the base period of the years 1941
through 1943. The index is described under "Annex A--The S&P 500® Index" herein.
Index Closing Value Fallback Provisions
The index closing value on any calendar day beginning March 25, 2013 on which the index level is to
be determined (each, an "index determination date") will equal the official closing value of the index as
published by the index publisher or its successor, or in the case of any successor index, the official
closing value for any such successor index as published by the publisher of such successor index or its
successor, at the regular weekday close of trading on that calendar day, as determined by the
calculation agent; provided that the index closing value for any day from and including the fifth trading
day prior to the related interest payment date for any interest payment period shall be the index closing
value in effect on such fifth trading day prior to such interest payment date; provided further that if a
market disruption event with respect to the index occurs on any index determination date or if any such
index determination date is not an index business day, the closing value of the index for such index
determination date will be the closing value of the index on the immediately preceding index business
day on which no market disruption event has occurred. In certain circumstances, the index closing
value shall be based on the alternate calculation of the index described under "Annex A--The S&P
500® Index--Discontinuance of the S&P 500 Index; Alteration of Method of Calculation."
"Index business day" means a day, as determined by the calculation agent, on which trading is
generally conducted on each of the relevant exchange(s) for the index, other than a day on which
trading on such exchange(s) is scheduled to close prior to the time of the posting of its regular final
weekday closing price.

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"Relevant exchange" means the primary exchange(s) or market(s) of trading for (i) any security then
included in the index, or any successor index, and (ii) any futures or options contracts related to the
index or to any security then included in the index.
For more information regarding market disruption events with respect to the index, discontinuance of
the index and alteration of the method of calculation, see "Annex A--The S&P 500® Index--Market
Disruption Event" and "--Discontinuance of the S&P 500 Index; Alteration of Method of Calculation"
herein.
March 2011
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Senior Floating Rate Conversion Notes due 2031
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes with Issuer Fixed Rate
Conversion Right

Hypothetical Examples
The table below presents examples of hypothetical floating rate interest that would accrue on the notes
during any quarterly interest payment period beginning March 25, 2013 and assume that we have not
exercised our coupon conversion right and elected to pay to you the fixed interest rate of 11% per
annum. The examples of the hypothetical floating interest rate that would accrue on the notes are
based both on the level of the CMS reference index level on the applicable CMS reference
determination date and on the total number of calendar days in a quarterly interest payment period on
which the index closing value of the S&P 500® Index is greater than or equal to 975.
Beginning March 25, 2013, the actual interest payments will depend on the actual level of the CMS
reference index on each CMS reference determination date and the index closing value of the S&P 500
index on each day during the interest payment period. The applicable interest rate for each quarterly
interest payment period will be determined on a per-annum basis but will apply only to that interest
payment period. Whether or not you receive interest at the floating interest rate will depend on whether
or not we elect to exercise our coupon conversion right prior to the interest payment period in which
such interest rates would take effect. Please see "Risk Factors -- The Issuer Has The Right To Convert
The Notes To a Fixed Interest Rate." The table assumes that the interest payment period contains 90
calendar days. The examples below are for purposes of illustration only and would provide different
results if different assumptions were made.

Hypothetical Interest Rate

CMS
5 times

Number of accrual days on which the index closing value of the S&P 500®
Reference
CMS

Index
Index
Reference

Index
is greater than or equal to 975

0
10
20
30
50
75
90
-2.800%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-2.600%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-2.400%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-2.200%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-2.000%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-1.800%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-1.600%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-1.400%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-1.200%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-1.000%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-0.800%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-0.600%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-0.400%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
-0.200%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
0.00%
0.00%
0.00%
0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.0000%
0.200%
1.00%
0.00%
0.1111% 0.2222% 0.3333% 0.5556% 0.8333% 1.0000%
0.400%
2.00%
0.00%
0.2222% 0.4444% 0.6667% 1.1111% 1.6667% 2.0000%
0.600%
3.00%
0.00%
0.3333% 0.6667% 1.0000% 1.6667% 2.5000% 3.0000%
0.800%
4.00%
0.00%
0.4444% 0.8889% 1.3333% 2.2222% 3.3333% 4.0000%
1.000%
5.00%
0.00%
0.5556% 1.1111% 1.6667% 2.7778% 4.1667% 5.0000%
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1.200%
6.00%
0.00%
0.6667% 1.3333% 2.0000% 3.3333% 5.0000% 6.0000%
1.400%
7.00%
0.00%
0.7778% 1.5556% 2.3333% 3.8889% 5.8333% 7.0000%
1.600%
8.00%
0.00%
0.8889% 1.7778% 2.6667% 4.4444% 6.6667% 8.0000%
1.800%
9.00%
0.00%
1.0000% 2.0000% 3.0000% 5.0000% 7.5000% 9.0000%
2.000%
10.00%
0.00%
1.1111% 2.2222% 3.3333% 5.5556% 8.3333% 10.0000%
2.200%
11.00%
0.00%
1.2222% 2.4444% 3.6667% 6.1111% 9.1667% 11.0000%
2.400%
12.00%
0.00%
1.3333% 2.6667% 4.0000% 6.6667% 10.0000% 12.0000%
2.600%
12.00%
0.00%
1.3333% 2.6667% 4.0000% 6.6667% 10.0000% 12.0000%
2.800%
12.00%
0.00%
1.3333% 2.6667% 4.0000% 6.6667% 10.0000% 12.0000%
3.000%
12.00%
0.00%
1.3333% 2.6667% 4.0000% 6.6667% 10.0000% 12.0000%
If 30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating
interest rate will be the minimum interest rate of 0.00% and no interest will accrue on the notes for such
interest period regardless of the total number of calendar days in the interest payment period on which the
index closing value of the S&P 500® Index is greater than or equal to 975.
If we have not exercised our coupon conversion right, you will not receive any interest for any day on
which the S&P 500® index level is less than the index reference level, and if the index level remains
below the index reference level for each day in the applicable interest payment period, you will receive
no interest for that interest payment period.
March 2011
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