Obligation Morgan Stanleigh 0% ( US61760S4802 ) en USD

Société émettrice Morgan Stanleigh
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US61760S4802 ( en USD )
Coupon 0%
Echéance 28/03/2024 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley US61760S4802 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 7 592 000 USD
Cusip 61760S480
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760S4802, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/03/2024







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424B2 1 dp45164_424b2-ps1314.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Airbag Performance Securities due 2024
$7,592,000

$977.85

Pricing Supplement No. 1,314
Registration Statement No. 333-178081
Dated March 27, 2014
Filed Pursuant to Rule 424(b)(2)
Linked to the EURO STOXX 50® Index due March 28, 2024
Principal at Risk Securities
Investment Description
These Airbag Performance Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan
Stanley with returns linked to the performance of the EURO STOXX 50® Index (the "Index"). If the Index Return is greater
than zero, Morgan Stanley will pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal
Amount multiplied by (ii) the Index Return multiplied by (iii) the Participation Rate of 215.15%. If the Index Return is less
than or equal to zero, but greater than or equal to the Threshold Percentage of -50%, Morgan Stanley will repay the ful
Principal Amount at maturity. However, if the Index Return is negative and less than the Threshold Percentage, Morgan
Stanley will pay you less than the Principal Amount at maturity, resulting in a loss on the Principal Amount to investors of 2%
for each 1% additional decline in excess of the Threshold Percentage. These long-dated Securities are for investors who
seek an opportunity to earn an equity index-based return with enhanced growth potential and potentially reduced downside
exposure to the Index at maturity in exchange for the risk of a loss of all or a substantial portion of the Principal Amount and
forgoing current income. Investing in the Securities involves significant risks. You will not receive interest or
dividend payments during the term of the Securities. You may lose some or all of your Principal Amount. The
Threshold Percentage is observed only on the Final Valuation Date and applies at maturity; if you are able to sell
the Securities prior to maturity, you may receive substantially less than the Principal Amount even if the Index
Return is not less than the Threshold Percentage at the time of the sale.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you
could lose some or all of your investment. These Securities are not secured obligations and you will not have any
security interest in, or otherwise have any access to, any underlying reference asset or assets.
Features

Key Dates*

q
Participation in Positive Index Returns: If the Index
Trade Date
March 27, 2014

Return is greater than zero, Morgan Stanley will pay the
Settlement Date
March 31, 2014
Final Valuation Date*
March 22, 2024

Principal Amount at maturity plus pay a return equal to
the Index Return multiplied by the Participation Rate. If
Maturity Date*
March 28, 2024
the Index Return is less than zero, investors may be
exposed to the negative Index Return at maturity.
q
Contingent Downside Market Exposure: If the Index
* Subject to postponement in the event of a Market

Return is equal to or less than zero but greater than or
Disruption Event or for non-Index Business
equal to the Threshold Percentage, Morgan Stanley wil
Days. See "Postponement of Final Valuation Date
pay the Principal Amount at maturity. However, if the
and Maturity Date" under "Additional Terms of the
Index Return is negative and less than the Threshold
Securities."
Percentage, Morgan Stanley will pay less than the full
Principal Amount, if anything, resulting in a loss on the

Principal Amount to investors of 2% for each 1%

additional decline in excess of the Threshold
Percentage. The Threshold Percentage is observed
only on the Final Valuation Date and applies at maturity;
if you are able to sel the Securities prior to maturity,
you may receive substantially less than the Principal
Amount even if the Index Return is not less than the
Threshold Percentage at the time of the sale. Any
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payment on the Securities, including any repayment of

principal, is subject to the creditworthiness of Morgan
Stanley.
THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE
SECURITIES MAY NOT OBLIGATE MORGAN STANLEY TO REPAY THE FULL PRINCIPAL AMOUNT OF THE
SECURITIES. THE SECURITIES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE INDEX, WHICH CAN
RESULT IN A LOSS OF SOME OR ALL OF YOUR INVESTMENT AT MATURITY. THIS MARKET RISK IS IN ADDITION
TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF MORGAN STANLEY. YOU SHOULD
NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE
SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ``KEY RISKS'' BEGINNING ON PAGE 5 OF
THIS PRICING SUPPLEMENT IN CONNECTION WITH YOUR PURCHASE OF THE SECURITIES. EVENTS RELATING
TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET
VALUE OF, AND THE RETURN ON, YOUR SECURITIES.
Security Offering
Morgan Stanley is offering Airbag Performance Securities linked to the EURO STOXX 50® Index. The Securities are not
subject to a predetermined maximum gain and, accordingly, any return at maturity will be determined by the performance of
the Index. The Securities are offered at a minimum investment of 1 Security at the Price to Public listed below.
Downside
Participation
Participation
Threshold
Index
Initial Level
Rate
Factor
Percentage
CUSIP
ISIN
EURO STOXX
3,133.75
215.15%
2.0
-50%
61760S480
US61760S4802
50® Index
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
$914.40 per Security. See "Additional Information about Morgan Stanley and the
Securities" on page 2.
Proceeds to Morgan

Price to Public
Underwriting Discount(1)
Stanley(2)
Per Security
$1,000
$50
$950
Total
$7,592,000
$379,600
$7,212,400
(1) UBS Financial Services Inc., acting as dealer, wil receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $50 for each Security
it sells. For more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 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 whol y-owned subsidiary. See "Supplemental Plan of Distribution; Conflicts of Interest" on page
21 of this pricing supplement.
Morgan Stanley
UBS Financial Services Inc.


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Additional Information about Morgan Stanley and the Securities

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

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website
at.www.sec.gov as 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 Airbag Performance Securities that are offered hereby. Also, references to the accompanying "prospectus",
"prospectus supplement" and "index supplement" mean the Morgan Stanley prospectus dated November 21, 2011, the
Morgan Stanley prospectus supplement dated November 21, 2011 and the Morgan Stanley index supplement dated
November 21, 2011, respectively.

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

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

The Issue Price of each Security is $1,000. This price includes costs associated with issuing, 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 $1,000. We estimate that the value of each Security on the Trade Date is $914.40.

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

What is the relationship between the estimated value on the Trade Date and the secondary market price of the Securities?

The price at which MS & Co. purchases the Securities in the secondary market, absent changes in market conditions,
including those related to the Index, may vary from, and be lower than, the estimated value on the Trade Date, because the
secondary market price 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 fully 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.


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Investor Suitability
The Securities may be suitable for you if:
The Securities may not be suitable for you if:


¨ You ful y understand the risks inherent in an investment in
¨ You do not ful y understand the risks inherent in an
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 all or a substantial portion of
¨ You cannot tolerate a loss of all or a substantial portion
your Principal Amount and are willing to make an
of your Principal Amount, and you are not willing to
investment that may have the ful downside market risk
make an investment that may have the ful downside
of the Index.
market risk of the Index.


¨ You are willing 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 unwilling to hold the Securities to
¨ You believe the Index will appreciate over the term of the
maturity, a term of approximately 10 years, or you
Securities and you are willing to invest in the Securities
seek an investment for which there will be an active
based on the Participation Rate of 215.15%.
secondary market.


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

the Final Valuation Date.
¨ You do not seek current income from your investment

and are willing to forgo dividends paid on the stocks
¨ You are unwil ing to invest in the Securities based on
included in the Index.
the Participation Rate of 215.15%.


¨ You seek an investment with returns based on the
¨ You prefer the lower risk, and therefore accept the
performance of companies located in the Eurozone.
potentially lower returns, of conventional debt

securities with comparable maturities issued by
¨ You are willing to assume the credit risk of Morgan
Morgan Stanley or another issuer with a similar credit
Stanley, as issuer of the Securities, and understand that
rating.
if Morgan Stanley defaults on its obligations you may not

receive any amounts due to you including any repayment
¨ You seek current income from your investment or
of principal.
prefer to receive the dividends paid on the stocks
included in the Index.

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

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


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Final Terms

Investment Timeline
Issuer
Morgan Stanley

Issue Price (per
$1,000 per Security

Security)
Principal Amount $1,000 per Security

Term
Approximately 10 years

Index
EURO STOXX 50® Index

Threshold
-50%

Percentage
Participation Rate 215.15%

Downside
2.0

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

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

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

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

$1,000 per Security

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

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

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


Initial Level
Initial Level
3,133.75, 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
March 22, 2024, subject to postponement in the
Date
event of a Market Disruption Event or for
non-Index Business Days.
CUSIP / ISIN
61760S480 / US61760S4802

Calculation Agent Morgan Stanley & Co. LLC














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


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

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

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

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

¨
The Securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its
credit ratings or credit spreads may adversely affect the market value of the Securities ­ You are dependent on
Morgan Stanley's ability to pay all amounts due on the Securities at maturity, and therefore you are subject to the
credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations under the Securities, your investment would
be at risk and you could lose some or all of your investment. As a result, the market value of the Securities prior to
maturity will 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 will 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 willing to purchase or sell the Securities in the secondary market (if at all), including:


o
the value of the Index at any time,


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


o
interest and yield rates in the market,


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


o
the time remaining until the Securities mature, and


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

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

¨
The amount payable on the Securities is not linked to the level of the Index at any time other than the Final
Valuation Date ­ The Final Level will 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.


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