Obligation Morgan Stanleigh 0% ( US61760S3168 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61760S3168 ( en USD )

29/02/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61760S3168 en USD 0%, échue

10 USD

4 357 000 USD

61760S316

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 (US61760S3168, CUSIP 61760S316), émise aux États-Unis pour un montant total de 4 357 000 USD, avec un taux d'intérêt de 0 %, une maturité le 29/02/2024, une fréquence de paiement semestrielle et une taille minimale d'achat de 10 unités, a été remboursée à 100 % à sa date d'échéance.

http://www.sec.gov/Archives/edgar/data/895421/000095010314001405/...
424B2 1 dp44332_424b2-ps1271.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 2024
$4,356,880
$561.17
Pricing Supplement No. 1,271

Registration Statement No. 333-178081
Dated February 25, 2014
Filed Pursuant to Rule 424(b)(2)
Linked to the Russel 2000® Index due February 29, 2024
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 Russell 2000® 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 (ii) the Index Return multiplied by (iii) the Participation Rate of 144.15%. 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 Return is
Trade Date
February 25, 2014
greater than zero, Morgan Stanley wil pay the Principal

Settlement Date
February 28, 2014
Amount at maturity plus pay a return equal to the Index
Return multiplied by the Participation Rate. If the Index

Final Valuation Date*
February 23, 2024
Return is less than zero, investors may be exposed to the

Maturity Date*
February 29, 2024
negative Index Return at maturity.
q Contingent Repayment of Principal at Maturity: If the

*Subject to postponement in the event of a Market Disruption Event or for
Index Return is equal to or less than zero and the Final
non-Index Business Days. See "Postponement of Final Valuation Date and
Level is not less than the Trigger Level, Morgan Stanley wil
Maturity Date" under "Additional Terms of the Securities."
pay the Principal Amount at maturity. However, if the 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.
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 Russell 2000® 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
704.37, which is 60% of
Russell 2000® Index
1,173.95
144.15%
61760S316
US61760S3168
the Initial Level
1 of 36
2/28/2014 11:15 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314001405/...

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
$9.093 per Security. See "Additional Information about Morgan Stanley and the Securities" on page 2.

Price to Public
Underwriting Discount(1)
Proceeds to Morgan Stanley(2)
Per Security
$10.00
$0.50
$9.50
Total
$4,356,880
$217,844
$4,139,036

(1) UBS Financial Services Inc., acting as dealer, wil 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 21 of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 20.
The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Supplemental Plan of Distribution; Conflicts of Interest" on page
21 of this pricing supplement.
Morgan Stanley
UBS Financial Services Inc.

2 of 36
2/28/2014 11:15 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314001405/...

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 cal ing 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 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 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, 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 $10. We estimate that the value of each Security on the Trade
Date is $9.093.

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 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 and the Trigger Level, we use an internal funding rate, which is likely to
be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were
lower or if the internal funding rate were higher, one or more of the economic terms of the Securities would be more favorable to you.

What is the relationship between the estimated value on the 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, 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. 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
3 of 36
2/28/2014 11:15 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314001405/...

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

144.15%.
¨ You believe that the level of the Index wil decline

during the term of the Securities and is likely to
¨ You can tolerate fluctuations of the price of the
close below the Trigger Level on the Final Valuation
Securities prior to maturity that may be similar to or
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 144.15%.
¨ 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.

3
4 of 36
2/28/2014 11:15 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314001405/...

Final Terms

Investment Timeline
Issuer
Morgan Stanley

Issue Price (per
$10.00 per Security

Security)
Principal Amount
$10.00 per Security

Term
Approximately 10 years

Index
Russell 2000® Index

Trigger Level
704.37, which is 60% of the Initial Level.

Participation Rate
144.15%

Payment at Maturity
If the Index Return is greater than zero,

(per Security)
Morgan Stanley wil pay you an amount
calculated as fol ows:

$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
1,173.95, 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 Date
February 23, 2024, subject to postponement in the
event of a Market Disruption Event or for non-Index
Business Days.
CUSIP / ISIN
61760S316 / US61760S3168

Calculation Agent
Morgan Stanley & Co. LLC

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
5 of 36
2/28/2014 11:15 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314001405/...

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 60% 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 40% 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 sell 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 sel your Securities at a substantial
6 of 36
2/28/2014 11:15 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314001405/...
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 especial y 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 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.

5
7 of 36
2/28/2014 11:15 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314001405/...

¨
The Securities are linked to the Russell 2000® Index and are subject to risks associated with small-
capitalization companies -- The Russell 2000® Index consists of stocks issued by companies with relatively smal
market capitalization. These companies often have greater stock price volatility, lower trading volume and less liquidity
than large-capitalization companies and, therefore, the Index may be more volatile than that of indices that consist of
stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more
vulnerable than those of large-capitalization companies to adverse business and economic developments, and the
stocks of smal -capitalization companies may be thinly traded. In addition, smal capitalization companies are typical y
less wel -established and less stable financial y than large-capitalization companies and may depend on a smal
number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smal er
revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and
less competitive strengths than large-capitalization companies and are more susceptible to adverse developments
related to their products.

¨
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, selling, 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
dividends, that could change the value of the Index. The index publisher may discontinue or suspend calculation or
8 of 36
2/28/2014 11:15 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314001405/...
publication of the Index at any time. In these circumstances, the Calculation Agent wil have the sole discretion to
substitute a Successor Index that is comparable to the discontinued Index, and is permitted to consider indices that
are calculated and published by the Calculation Agent or any of its affiliates. Any of these actions could adversely
affect the value of the Index and, consequently, the value of the Securities.

¨
The Securities will not be listed on any securities exchange and secondary trading may be limited The
Securities wil not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
Securities. 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. When it does make a market, it wil generally do so for transactions of
routine secondary market size at prices based on its estimate of the current value of the Securities, 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 Securities. Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel the
Securities easily. Since other broker-dealers may not participate significantly in the secondary market for the
Securities, the price at which you may be able to trade your Securities is likely to

6
9 of 36
2/28/2014 11:15 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010314001405/...

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 Securities, it is likely that there would be no secondary market for the Securities. Accordingly, you should
be wil ing to hold your Securities to maturity.

¨
Hedging and trading activity by our subsidiaries could potentially adversely affect the value of the Securities
One or more of our subsidiaries and/or third-party dealers have carried out, and wil continue to carry out, hedging
activities related to the Securities, including trading in the constituent stocks of the Index, in futures or options
contracts on the Index or the constituent stocks of the Index, as wel as in other instruments related to the Index. MS
& Co. and some of our other subsidiaries also trade the constituent stocks of the Index, in futures or options contracts
on the constituent stocks of the Index, as wel as in other instruments related to the Index, on a regular basis as part
of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the Trade
Date could have increased the Initial Level of the Index, and, therefore, could have increased the Trigger Level, which
is the level at or above which the Index must close on the Final Valuation Date so that investors do not suffer a
significant loss on their initial investment in the Securities. Additional y, such hedging or trading activities during the
term of the Securities, including on the Final Valuation Date, could adversely affect the Closing Level of the Index on
the Final Valuation Date, and, accordingly, the amount of cash payable at maturity, if any.

¨
Potential conflict of interest As Calculation Agent, MS & Co. has determined the Initial Level, the Trigger Level
and the Participation Rate, wil determine the Final Level and whether any Market Disruption Event has occurred, and
wil calculate the amount payable at maturity, if any. Determinations made by MS & Co., in its capacity as Calculation
Agent, including with respect to the occurrence or non-occurrence of Market Disruption Events and the selection of a
Successor Index or calculation of the Final Level in the event of a discontinuance of the Index or a Market Disruption
Event, may adversely affect the payout to you at maturity, if any. In addition, MS & Co. has determined the estimated
value of the Securities on the Trade Date.

¨
Potentially inconsistent research, opinions or recommendations by Morgan Stanley, UBS or our or their
respective affiliates Morgan Stanley, UBS and our or their respective affiliates may publish research from time to
time on financial markets and other matters that may influence the value of the Securities, or express opinions or
provide recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or
recommendations expressed by Morgan Stanley, UBS or our or their respective affiliates may not be consistent with
each other and may be modified from time to time without notice. Investors should make their own independent
investigation of the merits of investing in the Securities and the Index to which the Securities are linked.

¨
Uncertain Tax Treatment Please note that the discussions in this pricing supplement concerning the U.S. federal
income tax consequences of an investment in the Securities supersede the discussions contained in the accompanying
prospectus supplement. Subject to the discussion under "What Are the Tax Consequences of the Securities" in this
pricing supplement, although there is uncertainty regarding the U.S. federal income tax consequences of an investment
in the Securities due to the lack of governing authority, in the opinion of our counsel, Davis Polk & Wardwel LLP ("our
counsel"), under current law, and based on current market conditions, each Security should be treated as a single
financial contract that is an "open transaction" for U.S. federal income tax purposes.

If the Internal Revenue Service (the "IRS") were successful in asserting an alternative treatment for the Securities, the
timing and character of income on the Securities might differ significantly. For example, under one possible treatment,
the IRS could seek to recharacterize the Securities as debt instruments. In that event, U.S. Holders would be
required to accrue into income original issue discount on the Securities every year at a "comparable yield" determined
at the time of issuance and recognize all income and gain in respect of the Securities as ordinary income. Because a
Security provides for the return of principal except where the Final Level is below the Trigger Level, the risk that a
Security would be recharacterized, for U.S. federal income tax purposes, as a debt instrument is higher than with
other equity-linked securities that do not contain similar provisions. We do not plan to request a ruling from the IRS
regarding the tax treatment of the Securities, and the IRS or a court may not agree with the tax treatment described in
this pricing supplement. Please read careful y the discussion under "What Are the Tax Consequences of the
Securities" in this pricing supplement concerning the U.S. federal income tax consequences of an investment in the
Securities.

Proposed U.S. Treasury Department regulations issued pursuant to Section 871(m) of the Internal Revenue Code of
1986, as amended, if finalized in their current form, would require withholding at a rate of 30% (or lower treaty rate)
on certain "dividend equivalent" payments made or deemed made after December 31, 2015 to non-U.S. persons in
10 of 36
2/28/2014 11:15 AM