Obligation Morgan Stanleigh 7.2% ( US61761JLS68 ) en USD

Morgan Stanleigh

108.112 % ▲

Etas-Unis

US61761JLS68 ( en USD )

7.2% par an ( paiement semestriel )

03/10/2028

Prospectus brochure de l'obligation Morgan Stanley US61761JLS68 en USD 7.2%, échéance 03/10/2028

1 000 USD

9 928 000 USD

61761JLS6

N/A

03/10/2025 ( Dans 89 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 US61761JLS68, paye un coupon de 7.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/10/2028

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61761JLS68, a été notée NR par l'agence de notation Moody's.

http://www.sec.gov/Archives/edgar/data/895421/000095010313005797/...
424B2 1 dp41057_424b2-ps1073.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of Registration

Offered
Offering Price
Fee
Contingent Income Securities due 2028
$9,928,000
$1,278.73

September 2013

Pricing Supplement No. 1,073
Registration Statement No. 333-178081
Dated September 30, 2013
Filed pursuant to Rule 424(b)(2)
S T R U C T U R E D I N V E S T M E N T S
Opportunities in U.S. Equities
Contingent Income Securities due October 3, 2028
All Payments on the Securities Subject to the Downside Threshold Feature Linked to the S&P 500® Index
Principal at Risk Securities
Unlike ordinary debt securities, the Contingent Income Securities due October 3, 2028, All Payments on the Securities Subject to the Downside Threshold
Feature Linked to the S&P 500® Index, which we refer to as the securities, do not provide for the regular payment of interest or guarantee the return of any
principal at maturity. Instead, the securities offer the opportunity for investors to earn a contingent quarterly coupon but only if the index closing value of the S&P
500® Index on the applicable quarterly determination date is greater than or equal to 1,000, which we refer to as the downside threshold level. If the index closin
value is less than the downside threshold level on any determination date, you wil not receive any contingent quarterly coupon for that quarterly period. As a
result, investors must be willing to accept the risk of not receiving any contingent quarterly coupons during the entire fifteen-year term of the securities. At
maturity, if the final index value is greater than or equal to the downside threshold level, investors wil receive the stated principal amount of the securities and the
contingent quarterly coupon with respect to the final determination date. However, if the final index value is less than the downside threshold level, investors wil
be ful y exposed to the decline in the value of the S&P 500® Index over the term of the securities, and the payment at maturity will be significantly less than the
stated principal amount of the securities and could be zero. Accordingly, investors may lose up to their entire initial investment in the
securities. Investors wil not participate in any appreciation of the S&P 500® Index. These long-dated securities are for investors who seek an opportunity to
earn interest at a potential y above-market rate in exchange for the risk of losing their principal and the risk of receiving no contingent quarterly coupon when the
S&P 500® Index on the related determination date closes below the downside threshold level. The securities are unsecured obligations of Morgan Stanley,
issued as part of Morgan Stanley's Series F Global Medium-Term Notes program.
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.
FINAL TERMS
Issuer:
Morgan
Stanley
Underlying index:
S&P
500® Index
Aggregate principal amount:
$9,928,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security
Pricing date:
September 30, 2013
Original issue date:
October 3, 2013 (3 business days after the pricing date)
Maturity date:
October 3, 2028
Contingent quarterly coupon:
· If, on any determination date, the index closing value on such date is greater than or equal to the downside

threshold level, we wil pay a contingent quarterly coupon at an annual rate of 7.20% (corresponding to
approximately $18.00 per quarter per security) on the related contingent coupon payment date.

· If, on any determination date, the index closing value on such date is less than the downside threshold level, no
contingent quarterly coupon wil be paid with respect to that determination date.
Payment at maturity:
· If the final index value is greater than or equal to the (i) the stated principal amount plus (ii) the contingent
downside threshold level:
quarterly coupon with respect to the final determination
date

· If the final index value is less than the downside
(i) the stated principal amount multiplied by (ii) the index

threshold level:
performance factor
Index performance factor:
The final index value divided by the initial index value.
Downside threshold level:
1,000
Initial index value:

1,681.55, which is the index closing value of the underlying index on the pricing date
Final index value:

The index closing value of the underlying index on the final determination date
Determination dates:
Quarterly, on the 28th day of each March, June, September and December, beginning December 28, 2013. We also
refer to September 28, 2028 as the final determination date. The determination dates are subject to postponement
due to non-index business days or certain market disruption events. See "Postponement of determination dates"
below.
1 of 40
10/3/2013 9:55 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010313005797/...
Contingent coupon payment
With respect to each determination date other than the final determination date, the third business day after the related
dates:
determination date. The payment of the contingent quarterly coupon, if any, with respect to the final determination date
wil be made on the maturity date. See "Postponement of contingent coupon payment dates and maturity date" below.
CUSIP / ISIN:

61761JLS6 / US61761JLS68
Listing:

The securities wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley. See "Supplemental
information regarding plan of distribution; conflicts of interest."
Estimated value on the pricing

$914.47 per security. See "Investment Summary" on page 2.
date:
Commissions and issue price:

Price to public
Agent's commissions(1)
Proceeds to issuer(2)
Per security $1,000
$35
$965
Total
$9,928,000
$347,480
$9,580,520
(1) Selected dealers and their financial advisors, including Morgan Stanley Wealth Management (an affiliate of the agent), will collectively receive from
the Agent, Morgan Stanley & Co. LLC ("MS & Co."), a fixed sales commission of $35 for each security they sell. See "Supplemental information
regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying
prospectus supplement.
(2) See "Use of proceeds and hedging" on page 18.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors"
beginning on page 4.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if
this pricing supplement or the accompanying prospectus supplement, index supplement and prospectus is truthful or complete. 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.
You should read this pricing supplement together with the related prospectus supplement, index supplement and prospectus, each of which can
be accessed via the hyperlinks below. Please also see "Additional Information About the Securities" at the end of this pricing supplement.

Prospectus Supplement dated November 21, 2011 Index Supplement dated November 21, 2011 Prospectus dated
November 21, 2011

2 of 40
10/3/2013 9:55 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010313005797/...

Contingent Income Securities due October 3, 2028
All Payments on the Securities Subject to the Downside Threshold Feature Linked to the S&P 500® Index
Principal at Risk Securities

Contingent Income Securities
Principal at Risk Securities

The Contingent Income Securities due October 3, 2028, Al Payments on the Securities Subject to the Downside Threshold
Feature Linked to the S&P 500® Index, which we refer to as the securities, provide an opportunity for investors to earn a
contingent quarterly coupon at an annual rate of 7.20% (corresponding to approximately $18.00 per quarter per security)
but only if the index closing value of the underlying index on the applicable quarterly determination date is greater than or
equal to 1,000, which we refer to as the downside threshold level. It is possible that the index closing value of the underlying
index could remain below the downside threshold level for extended periods of time or even throughout the entire term of the
securities so that you may receive few or no contingent quarterly coupons during the entire fifteen-year term of the
securities.

If the final index value is greater than or equal to the downside threshold level, the payment at maturity will be the sum of the
stated principal amount and the contingent quarterly coupon with respect to the final determination date. However, if the
final index value is less than the downside threshold level, investors wil be ful y exposed to the decline in the underlying index
over the term of the securities on a 1 to 1 basis, and will receive an amount of cash that is significantly less than the stated
principal amount, in proportion to the decline in the underlying index. Under this scenario, the value of any such payment wil
be significantly less than the stated principal amount of the securities and could be zero. Investors in the securities must be
willing to accept the risk of losing their entire principal and also the risk of not receiving any contingent quarterly coupons. In
addition, investors will not participate in any appreciation of the underlying index.

Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our principal executive
offices at 1585 Broadway, New York, New York 10036 (telephone number (212) 761-4000).

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is
less than $1,000. We estimate that the value of each security on the pricing date is $914.47.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the underlying index. The estimated value of the securities is determined using our
own pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the
underlying index, volatility and other factors including current and expected interest rates, as well 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, sel ing, 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
contingent quarterly coupon or the downside threshold level, would be more favorable to you.

What is the relationship between the estimated value on the pricing 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 underlying index, may vary from, and be lower than, the estimated value on the pricing date,
because the secondary market price takes into account our secondary market credit spread as wel as the bid-offer spread
3 of 40
10/3/2013 9:55 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010313005797/...
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 18 months fol owing the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market,
absent changes in market conditions, including those related to the underlying index, and to our secondary market credit
spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be
reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease
doing so at any time.

September 2013
Page 2

4 of 40
10/3/2013 9:55 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010313005797/...

Contingent Income Securities due October 3, 2028
All Payments on the Securities Subject to the Downside Threshold Feature Linked to the S&P 500® Index
Principal at Risk Securities

The securities do not guarantee any repayment of principal at maturity and offer investors an opportunity to earn a
contingent quarterly coupon of 7.20% per annum of the stated principal amount but only if the index closing value on the
applicable quarterly determination date is greater than or equal to 1,000, which we refer to as the downside threshold
level. The payment at maturity will vary depending on the final index value, as fol ows:

Upside Scenario: A
This scenario assumes that the underlying index closes at or above the downside threshold level on
contingent quarterly
some or all of the quarterly determination dates, including the final determination date. In this
coupon is paid for
scenario, investors receive the contingent quarterly coupon with respect to each such determination
some or all quarterly
date (including the final determination date) and the stated principal amount at maturity. Investors
periods and you
wil not participate in any appreciation in the value of the underlying index from the initial index
receive your principal
value, and the return on the securities will be limited to the contingent quarterly coupons, if any, that
back at maturity
are paid on the securities.
Downside Scenario: This scenario assumes that the underlying index closes below the downside threshold level on all or
No contingent quarterly nearly all of the quarterly determination dates, including the final determination date. In this
coupon is paid during
scenario, investors do not receive any contingent quarterly coupons, or receive contingent quarterly
the term of the
coupons for only a limited number of contingent coupon payment dates. At maturity, because the
securities, or the
underlying index closes below the downside threshold level, investors do not receive the contingent
contingent quarterly
quarterly coupon for the last quarterly period and receive a payment that is significantly less than
coupon is paid for only the stated principal amount of the securities and could be zero.
a limited number of
quarterly periods, and
your payment at
maturity is exposed to
the negative
performance of the
underlying index

®

The S&P 500® Index, which is calculated, maintained and published by Standard & Poor's Financial Services LLC ("S&P"),
consists of 500 component stocks selected to provide a performance benchmark for the U.S. equity markets. The
calculation of the S&P 500® 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 500
similar companies during the base period of the years 1941 through 1943.

Information as of market close on September 30, 2013:

Bloomberg Ticker Symbol:
SPX
Current Index Value:
1,681.55
52 Weeks Ago:
1,440.67
52 Week High (on 9/18/2013):
1,725.52
52 Week Low (on 11/15/2012):
1,353.33

For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the
accompanying index supplement. Furthermore, for additional historical information, see "S&P 500® Index Historical
Performance" below.
5 of 40
10/3/2013 9:55 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010313005797/...

September 2013
Page 3

6 of 40
10/3/2013 9:55 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010313005797/...

Contingent Income Securities due October 3, 2028
All Payments on the Securities Subject to the Downside Threshold Feature Linked to the S&P 500® Index
Principal at Risk Securities

The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of
these and other risks, you should read the section entitled "Risk Factors" in the accompanying index supplement and
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 the return of any principal. The terms of the securities differ from those of
ordinary debt securities in that the securities do not guarantee the payment of regular interest or the return of any of the
principal amount at maturity. Instead, if the final index value is less than the downside threshold level, you will be fully
exposed to the decline in the underlying index over the term of the securities on a 1 to 1 basis, and you will receive for
each security that you hold at maturity an amount of cash that is significantly less than the stated principal amount, in
proportion to the decline in the underlying index. Under this scenario, the value of any such payment will be significantly
less than the stated principal amount and could be zero.
§ You will not receive any contingent quarterly coupon for any quarterly period where the index closing value on
the related determination date is less than the downside threshold level. You will receive a contingent quarterly
coupon with respect to a quarterly period only if the index closing value on the related determination date is greater
than or equal to the downside threshold level of 1,000. If the index closing value remains below the downside threshold
level on each determination date over the term of the securities, you will not receive any contingent quarterly coupons.
§ Investors will not participate in any appreciation in the value of the underlying index. Investors will not
participate in any appreciation in the value of the underlying index from the initial index value, and the return on the
securities will be limited to the contingent quarterly coupons, if any, that are paid with respect to each determination date
on which the index closing value is greater than or equal to the downside threshold level. It is possible that the index
closing value could be below the downside threshold level on most or al of the determination dates so that you wil
receive few or no contingent quarterly coupons. If you do not earn sufficient contingent quarterly coupons over the term
of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional
debt security of the issuer of comparable maturity.
§ The contingent quarterly coupon, if any, is paid on a quarterly basis and is based solely on the index closing
value of the underlying index on the specified determination dates. Whether the contingent quarterly coupon wil
be paid with respect to a determination date will be based on the index closing value on such date. As a result, you will
not know whether you will receive the contingent quarterly coupon until near the end of the relevant quarterly
period. Moreover, because the contingent quarterly coupon is based solely on the index closing value on a specific
determination date, if such index closing value is less than the downside threshold level, you will not receive any
contingent quarterly coupon with respect to such determination date, even if the index closing value of the underlying
index was higher on other days during the term of the securities.
§ The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our
control, will 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. We expect that general y the level of interest rates available
in the market and the value of the underlying index on any day will affect the value of the securities more than any other
factors. Other factors that may influence the value of the securities include:

o
the volatility (frequency and magnitude of changes in value) of the S&P 500® Index,

o
whether the index closing value of the S&P 500® Index is currently or has been below the downside
threshold level on any determination date,

7 of 40
10/3/2013 9:55 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010313005797/...

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the
component stocks of the underlying index or securities markets generally and which may affect the value of
the underlying index,

o
dividend rates on the securities underlying the S&P 500® Index,

o
the time remaining until the securities mature,

o
interest and yield rates in the market,

o
the availability of comparable instruments,

September 2013
Page 4

8 of 40
10/3/2013 9:55 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010313005797/...

Contingent Income Securities due October 3, 2028
All Payments on the Securities Subject to the Downside Threshold Feature Linked to the S&P 500® Index
Principal at Risk Securities

o
the composition of the S&P 500® Index and changes in the constituent stocks of such index, and

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

Some or all of these factors will influence the price that you wil receive if you 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. In particular, if the underlying index has closed near or below the
downside threshold level, the market value of the securities is expected to decrease substantial y and you may have to
sel your securities at a substantial discount from the stated principal amount of $1,000 per security.

You cannot predict the future performance of the S&P 500® Index based on its historical performance. The value of the
underlying index may decrease and be below the downside threshold level on each determination date so that you wil
receive no contingent quarterly coupons and will lose a significant portion or all of your investment. There can be no
assurance that the index closing value of the underlying index will be greater than or equal to the downside threshold
level on any determination date so that you will receive any contingent quarterly coupon during the term of the securities,
or that it will be greater than or equal to the downside threshold level on the final determination date so that you do not
suffer a significant loss on your initial investment in the securities. See "S&P 500® Index Historical Performance" below.
§ 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 on each contingent coupon payment date or at
maturity, and therefore you are subject to the credit risk of Morgan Stanley. The securities are not guaranteed by any
other entity. 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.
§ Not equivalent to investing in the underlying index. Investing in the securities is not equivalent to investing in the
underlying index or its component stocks. Investors in the securities will not have voting rights or rights to receive
dividends or other distributions or any other rights with respect to stocks that constitute the underlying index, and
investors will not participate in any appreciation of the underlying index over the term of the securities.
§ The securities will not be listed on any securities exchange and secondary trading may be limited. Accordingly,
you should be willing to hold your securities for the entire fifteen-year term of the securities. 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 will 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 will be able to resell the securities. Even if there is a
secondary market, it may not provide enough liquidity to allow 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 depend on the price, if any, at which MS & Co. is willing 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 willing to hold your securities to maturity.
§ 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 original issue
price reduce the economic terms of the securities, cause the estimated value of the securities to be less than
9 of 40
10/3/2013 9:55 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010313005797/...
the original 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 willing to
purchase the securities in secondary market transactions will likely be significantly lower than the original issue price,
because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included
in the original issue price and borne by you and because the secondary market prices will 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 original issue price and the
lower rate we are willing to pay as issuer make the economic terms of the securities less favorable to you than they
otherwise would be.

September 2013
Page 5

10 of 40
10/3/2013 9:55 AM