MORGAN STANLEY MORGAN STANLEY & CO. INTERNATIONAL plc MORGAN STANLEY 2020. 8. 25.¢  Stanley"), Morgan

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  • REGISTRATION DOCUMENT

    MORGAN STANLEY (incorporated under the laws of the States of Delaware in the United States of America)

    MORGAN STANLEY & CO. INTERNATIONAL plc (incorporated with limited liability in England and Wales)

    and

    MORGAN STANLEY B.V. (incorporated with limited liability in The Netherlands)

    This registration document (including all documents incorporated by reference herein, the "Registration

    Document") has been approved by the Luxembourg Commission de Surveillance du Secteur Financier

    (the "CSSF") which is the Luxembourg competent authority for the purposes of Directive 2003/71/EC, as

    amended (the "Prospectus Directive") and relevant implementing measures in Luxembourg as a

    registration document issued in compliance with the Prospectus Directive and relevant implementing

    measures in Luxembourg for the purposes of providing information during the period of twelve months

    after the date of approval of this Registration Document with regard to Morgan Stanley ("Morgan

    Stanley"), Morgan Stanley & Co. International plc ("MSI plc"), and Morgan Stanley B.V. ("MSBV") as

    issuers or obligors in respect of debt or derivative securities.

    Certain risks relating to Morgan Stanley, MSI plc and MSBV are set out in "Risk Factors", commencing

    on page 1 of this Registration Document.

    Each of the Responsible Persons accepts responsibility for the information contained in the relevant

    document and confirms that, to the best of its knowledge, having taken all reasonable care to

    ensure that such is the case, the information contained in the relevant document is in accordance

    with the facts and contains no omission likely to affect the import of such information.

    "Responsible Person" means (i) Morgan Stanley with regard to the Morgan Stanley registration

    document (the "Morgan Stanley Registration Document") which comprises this Registration

    Document with the exception of (A) Items 7 to 10 in the section entitled "Information Incorporated

    by Reference" set out at pages 14-19; and (B) the Sections entitled "Description of Morgan Stanley &

    Co. International plc" at pages 65-71; and "Description of Morgan Stanley B.V." at pages 72-74, (ii)

    MSI plc in relation to the MSI plc registration document (the "MSI plc Registration Document")

    which comprises this Registration Document with the exception of (A) Items 1 to 6 and 9 and 10 in

    the section entitled "Information Incorporated by Reference" set out at pages 14-19; and (B) the

    Sections entitled "Description of Morgan Stanley" at pages 20-64; "Description of Morgan Stanley

    B.V." at pages 72-74; and "Subsidiaries of Morgan Stanley" at pages 75-87; and (iii) MSBV with

    regard to the MSBV registration document (the "MSBV Registration Document") which comprises

    this Registration Document with the exception of (A) Items 1 to 8 in the section entitled

    "Information Incorporated by Reference" set out at pages 14-19; and (B) the Sections entitled

    "Description of Morgan Stanley" at pages 20-64; "Description of Morgan Stanley & Co. International

    plc" at pages 65-71; and "Subsidiaries of Morgan Stanley" at pages 75-87.

    MORGAN STANLEY

    13 June 2014

  • 166564-4-1-v8.0 - i- 70-40575145

    Important Notices

    The distribution of this Registration Document and the offering, sale and delivery of debt or

    derivative securities in certain jurisdictions may be restricted by law. Persons into whose

    possession this Registration Document comes are required by Morgan Stanley, MSI plc and MSBV

    to inform themselves about and to observe any such restrictions.

    This Registration Document is intended to form part of a prospectus prepared in compliance with

    the Prospectus Directive and relevant implementing measures and should be read and construed

    with any supplement hereto together with all documents incorporated by reference into it, the other

    parts of such relevant prospectus or, as the case may be, securities note containing disclosure in

    relation to any issue of debt or derivative securities by any of Morgan Stanley, MSI plc or MSBV

    (or for which any of Morgan Stanley, MSI plc or MSBV is an obligor) and, where appropriate, the

    final terms containing information with respect to such debt or derivative securities (the "Final

    Terms").

    No person has been authorised to give any information or to make any representation not

    contained in or not consistent with this Registration Document and, if given or made, such

    information or representation must not be relied upon as having been authorised by any of Morgan

    Stanley, MSI plc or MSBV, any trustee or any dealer appointed in relation to any issue of debt or

    derivative securities by Morgan Stanley, MSI plc or MSBV or for which any of Morgan Stanley,

    MSI plc or MSBV is an obligor.

    This Registration Document does not constitute an offer of or an invitation to subscribe for or

    purchase any debt or derivative securities and should not be considered as a recommendation by

    any of Morgan Stanley, MSI plc or MSBV that any recipient of this Registration Document should

    subscribe for or purchase any debt or derivative securities. Each recipient of this Registration

    Document will be taken to have made its own investigation and appraisal of Morgan Stanley, MSI

    plc and MSBV and of the particular terms of any offered debt or derivative securities.

    The distribution of this Registration Document and the offer or sale of securities issued by any of

    Morgan Stanley, MSI plc or MSBV (or in relation to which Morgan Stanley, MSI plc or MSBV is

    an obligor) may be restricted by law in certain jurisdictions. Persons into whose possession this

    Registration Document or any document incorporated by reference herein or any securities issued

    by Morgan Stanley, MSI plc or MSBV (or for which Morgan Stanley, MSI plc or MSBV is an

    obligor) come must inform themselves about, and observe, any such restrictions. For a description

    of certain restrictions on offers, sales and deliveries of securities issued by any of Morgan Stanley,

    MSI plc or MSBV (or for which Morgan Stanley, MSI plc or MSBV is an obligor) and on the

    distribution of this Registration Document, including any document incorporated herein by

    reference, see the applicable description of arrangements relating to subscription and sale of the

    relevant debt or derivative securities in the relevant prospectus or securities note.

    All references in this Registration Document to "Sterling" and "£" are to the lawful currency of the

    United Kingdom, all references to "U.S. dollars," "U.S.$" and "$" are to the lawful currency of the

    United States of America (the "U.S.") and all references to "euro", "€" and "EUR" are to the

    single currency introduced at the start of the third stage of the European Economic and Monetary

    Union pursuant to the Treaty establishing the European Community, as amended (the "Treaty").

  • 166564-4-1-v8.0 - ii- 70-40575145

    CONTENTS

    Page

    RISK FACTORS .......................................................................................................................................... 1

    INFORMATION INCORPORATED BY REFERENCE .......................................................................... 14

    DESCRIPTION OF MORGAN STANLEY .............................................................................................. 20

    SELECTED FINANCIAL INFORMATION OF MORGAN STANLEY ................................................. 64

    DESCRIPTION OF MORGAN STANLEY & CO. INTERNATIONAL PLC ......................................... 65

    SELECTED FINANCIAL INFORMATION OF MORGAN STANLEY & CO. INTERNATIONAL PLC

    .................................................................................................................................................................... 71

    DESCRIPTION OF MORGAN STANLEY B.V. ...................................................................................... 72

    SUBSIDIARIES OF MORGAN STANLEY ............................................................................................. 75

    INDEX OF DEFINED TERMS ................................................................................................................. 88

  • 166564-4-1-v8.0 - 1- 70-40575145

    RISK FACTORS

    Prospective investors should read the entire Registration Document and any relevant securities note (and

    where appropriate, any relevant final terms and summary). Words and expressions defined elsewhere in

    this Registration Document have the same meanings in this section.

    Prospective investors should consider the factors described below and consult with their own

    professional advisers if they consider it necessary. Each of Morgan Stanley, Morgan Stanley & Co.

    International plc ("MSI plc") and Morgan Stanley B.V. ("MSBV") believes that the factors described

    below represent the principal risks with respect to each of Morgan Stanley, MSI plc and MSBV investors

    should consider, among other things, the following:

    Risks Relating to Morgan Stanley, MSI plc and MSBV

    Morgan Stanley is the ultimate parent company of the Morgan Stanley group