Obligation Morgan Stanleigh 8% ( US61761JVR75 ) en USD

Morgan Stanleigh

102.75 % ▲

Etas-Unis

US61761JVR75 ( en USD )

8% par an ( paiement semestriel )

30/01/2030

Prospectus brochure de l'obligation Morgan Stanley US61761JVR75 en USD 8%, échéance 30/01/2030

1 000 USD

1 099 000 USD

61761JVR7

N/A

30/01/2026 ( Dans 49 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 US61761JVR75, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/01/2030

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61761JVR75, a été notée NR par l'agence de notation Moody's.

424B2 1 dp52994_424b2-ps62.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee

Contingent Income Securities due 2030

$1,099,000

$127.70
J a nua ry 2 0 1 5
Pricing Supplement No. 62
Registration Statement No. 333-200365
Dated January 27, 2015
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Securities due January 30, 2030
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
The securities are unsecured obligations of Morgan Stanley and have the terms described in the accompanying prospectus supplement, index
supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not
provide for the regular payment of interest after the first 3 years. For the first 3 years, the securities will pay a fixed monthly coupon at the rate
specified below. Thereafter, the securities will pay a contingent monthly coupon but only if the index closing value of e a c h of t he Russe ll
2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x on the related observation date is a t or a bove 7 5 % of it s re spe c t ive init ia l inde x
va lue , which we refer to as the coupon barrier level. If the index closing value of e it he r unde rlying inde x is less than the coupon barrier level
for such index on any observation date after the first 3 years, we will pay no interest for the related interest period. At maturity, if the final index
value of e a c h underlying index is greater than or equal to 50% of the respective initial index value, which we refer to as the downside threshold
level, the payment at maturity will be the stated principal amount, and, if the final index value of e a c h underlying index is also greater than or equal
to its coupon barrier level, the related contingent monthly coupon. If, however, the final index value of e it he r underlying index is less than its
downside threshold level, investors will be exposed to the decline in the worst performing underlying index on a 1 to 1 basis and will receive a
payment at maturity that is less than 50% of the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors in t he
se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt ba se d on t he pe rform a nc e of
e it he r inde x a nd a lso t he risk of not re c e iving a ny m ont hly c oupons a ft e r t he first 3 ye a rs. Because payments on the
securities are based on the worst performing of the underlying indices, a decline beyond the respective coupon barrier level and/or respective
downside threshold level, as applicable, of e it he r underlying index will result in few or no contingent monthly coupons after the first 3 years and/or
a significant loss of your investment, as applicable, even if the other underlying index has appreciated or has not declined as much. Investors will
not participate in any appreciation in either underlying index. These long-dated securities are for investors who are willing to risk their principal and
seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no monthly interest after the first 3 years
if e it he r unde rlying inde x closes below the coupon barrier level for such index on the observation dates. The securities are notes issued as
part of Morgan Stanley's Series F Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o t he c re dit risk of M orga n St a nle y. I f M orga n St a nle y de fa ult s on it s obliga t ions, you c ould
lose som e or a ll of your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y
int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley
U nde rlying indic e s:
Russell 2000® Index (the "RTY Index") and EURO STOXX 50® Index (the "SX5E Index")
Aggre ga t e princ ipa l
$1,099,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per security
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
January 27, 2015
Origina l issue da t e :
January 30, 2015 (3 business days after the pricing date)
M a t urit y da t e :
January 30, 2030
M ont hly c oupon:
Years 1-3: On all coupon payment dates through January 2018, a fixed coupon at an annual rate of 8.00%
(corresponding to approximately $6.6667 per month per security) is paid monthly.
Years 4-15: Beginning with the February 2018 coupon payment date, a contingent coupon at an annual rate of
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8.00% (corresponding to approximately $6.6667 per month per security) is paid monthly but only if the closing
value of e a c h unde rlying inde x is a t or a bove its respective coupon barrier level on the related
observation date.
I f, on a ny obse rva t ion da t e in ye a rs 4 -1 5 , t he c losing va lue of e it he r unde rlying inde x is
le ss t ha n t he c oupon ba rrie r le ve l for suc h inde x , w e w ill pa y no c oupon for t he
a pplic a ble int e re st pe riod. I t is possible t ha t one or bot h unde rlying indic e s w ill re m a in
be low t he re spe c t ive c oupon ba rrie r le ve l(s) for e x t e nde d pe riods of t im e or e ve n
t hroughout ye a rs 4 -1 5 so t ha t you w ill re c e ive fe w or no c ont inge nt m ont hly c oupons
during t ha t pe riod.
Coupon ba rrie r le ve l:
With respect to the RTY Index: 895.994, which is approximately 75% of the initial index value for such index
With respect to the SX5E Index: 2,529.435, which is 75% of the initial index value for such index
Dow nside t hre shold le ve l:
With respect to the RTY Index: 597.329, which is 50% of the initial index value for such index
With respect to the SX5E Index: 1,686.29, which is 50% of the initial index value for such index
Pa ym e nt a t m a t urit y:
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective downside
threshold level: the stated principal amount, and, if the final index value of e a c h underlying index is also
gre a t e r t ha n or e qua l t o its respective coupon barrier level, the contingent monthly coupon with respect to
the final observation date.
If the final index value of e it he r underlying index is le ss t ha n its respective downside threshold level: (i) the
stated principal amount multiplied by (ii) the index performance factor of the worst performing underlying
index. Under these circumstances, the payment at maturity will be less than 50% of the stated principal
amount of the securities and could be zero.

Terms continued on the following page
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley. See "Supplemental
information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$929.10 per security. See "Investment Overview" beginning on page 3.
pric ing da t e :
Com m issions a nd issue
Pric e t o public (1)
Age nt 's c om m issions(2)
Proc e e ds t o issue r(3)
pric e :
Pe r se c urit y
$1,000
$35
$965
T ot a l
$1,099,000
$38,465
$1,060,535
(1) The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $35 for each
security they sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will receive a sales
commission of $5 per security. 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.
(3) See "Use of proceeds and hedging" on page 27.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e
"Risk Fa c t ors" be ginning on pa ge 1 0 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se
se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying prospe c t us supple m e nt , inde x supple m e nt a nd
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r
gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us supple m e nt , inde x supple m e nt a nd prospe c t us,
e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l I nform a t ion About t he
Se c urit ie s" a t t he e nd of t his doc um e nt .

Prospe c t us Supple m e nt da t e d
I nde x Supple m e nt da t e d N ove m be r
Prospe c t us da t e d N ove m be r 1 9 ,
N ove m be r 1 9 , 2 0 1 4
1 9 , 2 0 1 4
2 0 1 4

Cont inge nt I nc om e Se c urit ie s due J a nua ry 3 0 , 2 0 3 0
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Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
I nit ia l inde x va lue :
With respect to the RTY Index: 1,194.658, which is the index closing value of such index on the pricing date
With respect to the SX5E Index: 3,372.58, which is the index closing value of such index on the pricing date
Fina l inde x va lue :
With respect to each index, the respective index closing value on the final observation date
Worst
The underlying index with the larger percentage decrease from the respective initial index value to the
pe rform ing unde rlying
respective final index value
inde x :
I nde x pe rform a nc e fa c t or:
Final index value divided by the initial index value
Coupon pa ym e nt da t e s:
Monthly, on the 30th day of each month (or, in the case of February, the last calendar day of such month),
beginning February 28, 2015; provided that if any such day is not a business day, that monthly coupon, if any,
will be paid on the next succeeding business day and no adjustment will be made to any coupon payment
made on that succeeding business day; provided further that the contingent monthly coupon, if any, with
respect to the final observation date shall be paid on the maturity date.
Obse rva t ion da t e s:
The third scheduled business day preceding each scheduled coupon payment date, beginning with the
February 28, 2018 scheduled coupon payment date, subject to postponement for non-index business days and
certain market disruption events. We also refer to the third scheduled business day prior to the scheduled
maturity date as the final observation date.
CU SI P / I SI N :
61761JVR7 / US61761JVR75
List ing:
The securities will not be listed on any securities exchange.

January 2015
Page 2

Cont inge nt I nc om e Se c urit ie s due J a nua ry 3 0 , 2 0 3 0
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Investment Overview

Cont inge nt I nc om e Se c urit ie s

Princ ipa l a t Risk Se c urit ie s
Contingent Income Securities due January 30, 2030 Payments on the Securities Based on the Worst Performing of the Russell 2000®
Index and the EURO STOXX 50® Index (the "securities") do not guarantee the repayment of principal and do not provide for the
regular payment of interest after the first 3 years. For the first 3 years, the securities will pay a fixed monthly coupon at the rate
specified below. Thereafter, the securities will pay a contingent monthly coupon but only if the index closing value of e a c h of t he
Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x (which we refer to together as the "underlying indices") is a t or
a bove 75% of its respective initial index value, which we refer to as the coupon barrier level, on the related observation date. If the
index closing value of e it he r unde rlying inde x is less than the coupon barrier level for such index on any observation date after
the first 3 years, we will pay no coupon for the related monthly period. It is possible that the index closing value of one or both
underlying indices will remain below the respective coupon barrier level(s) for extended periods of time or even throughout years 4-15
so that you will receive few or no contingent monthly coupons during that period. We refer to the coupon on the securities after the
first 3 years as contingent, because there is no guarantee that you will receive a coupon payment on any coupon payment date during
that period. Even if an underlying index were to be at or above the coupon barrier level for such index on some monthly observation
dates, it may fluctuate below the coupon barrier level on others. In addition, even if one underlying index were to be at or above the
coupon barrier level for such index on all monthly observation dates, you will receive a contingent monthly coupon during years 4-15
only with respect to the observation dates on which the other underlying index is also at or above the coupon barrier level for such
index, if any. At maturity, if the final index value of e a c h underlying index is greater than or equal to 50% of the respective initial
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index value, which we refer to as the downside threshold level, the payment at maturity will be the stated principal amount, and, if the
final index value of e a c h underlying index is also greater than or equal to its coupon barrier level, the related contingent monthly
coupon. If, however, the final index value of e it he r underlying index is less than its downside threshold level, investors will be
exposed to the decline in the worst performing underlying index on a 1 to 1 basis and will receive a payment at maturity that is less
than 50% of the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust
be w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt ba se d on t he pe rform a nc e of e it he r inde x
a nd a lso t he risk of not re c e iving a ny m ont hly c oupons a ft e r t he first 3 ye a rs.

M a t urit y:
15 years
M ont hly c oupon:
Years 1-3: On all coupon payment dates through January 2018, a fixed coupon at an annual rate of
8.00% (corresponding to approximately $6.6667 per month per security) is paid monthly.

Years 4-15: Beginning with the February 2018 coupon payment date, a contingent coupon at an annual
rate of 8.00% (corresponding to approximately $6.6667 per month per security) is paid monthly but only
if the closing value of e a c h unde rlying inde x is a t or a bove its respective coupon barrier level on
the related observation date.

I f, on a ny obse rva t ion da t e in ye a rs 4 -1 5 , t he c losing va lue of e it he r unde rlying inde x
is le ss t ha n t he c oupon ba rrie r le ve l for suc h inde x , w e w ill pa y no c oupon for t he
a pplic a ble int e re st pe riod. I t is possible t ha t one or bot h unde rlying indic e s w ill
re m a in be low t he re spe c t ive c oupon ba rrie r le ve l(s) for e x t e nde d pe riods of t im e or
e ve n t hroughout ye a rs 4 -1 5 so t ha t you w ill re c e ive fe w or no c ont inge nt m ont hly
c oupons during t ha t pe riod.
Pa ym e nt a t
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective
m a t urit y:
downside threshold level: the stated principal amount, and, if the final index value of e a c h underlying
index is also gre a t e r t ha n or e qua l t o its respective coupon barrier level, the contingent monthly
coupon with respect to the final observation date.

If the final index value of e it he r underlying index is le ss t ha n its respective downside threshold level:
(i) the stated principal amount multiplied by (ii) the index performance factor of the worst performing
underlying index. Under these circumstances, the payment at maturity will be less than 50% of the
stated principal amount of the securities and could be zero.

Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway, New
York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative. Third-
party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

January 2015
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Cont inge nt I nc om e Se c urit ie s due J a nua ry 3 0 , 2 0 3 0
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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 $929.10.

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 indices. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying indices, instruments based on the underlying
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indices, volatility and other factors including current and expected interest rates, as well 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 monthly coupon rate, the coupon barrier levels and the downside
threshold levels, 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 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 indices, 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 well 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 18 months following 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 indices, 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.

January 2015
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Cont inge nt I nc om e Se c urit ie s due J a nua ry 3 0 , 2 0 3 0
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
Key Investment Rationale

The securities provide for fixed monthly coupon payments at the rate specified herein for the first 3 years. Thereafter, the securities
do not provide for the regular payment of interest and instead will pay a contingent monthly coupon but only if the index closing
value of e a c h unde rlying inde x is a t or a bove 75% of its initial index value, which we refer to as the coupon barrier level, on
the related observation date. These securities are for investors who are willing to risk their principal and seek an opportunity to earn
interest at a potentially above-market rate in exchange for the risk of receiving no monthly interest after the first 3 years if either
underlying index closes below the coupon barrier level for such index on the observation dates. The following scenarios are for
illustration purposes only to demonstrate how the payment at maturity and monthly coupon is calculated, and do not attempt to
demonstrate every situation that may occur. Accordingly, the contingent monthly coupon may be payable with respect to none of, or
some but not all of, the monthly periods during years 4-15, and the payment at maturity may be less than 50% of the stated principal
amount and could be zero. Investors will not participate in any appreciation in either underlying index.

Sc e na rio 1 : A contingent
This scenario assumes that during years 4-15, each underlying index closes at or above its
monthly coupon is paid for
respective coupon barrier level on every monthly observation date. Investors receive the 8.00% per
all interest periods, and
annum monthly coupon for each interest period during the term of the securities. At maturity, each
investors receive principal
underlying index closes above its respective downside threshold level and coupon barrier level, and
back at maturity, which is the so investors receive the stated principal amount and the contingent monthly coupon with respect to
best-case scenario.
the final observation date.
Sc e na rio 2 : A contingent
This scenario assumes that each underlying index closes at or above its respective coupon barrier
monthly coupon is paid for
level on some monthly observation dates after the first 3 years, but one or both underlying indices
some, but not all, interest
close below the respective coupon barrier level(s) for such index on the others. Investors receive the
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periods, and investors
fixed monthly coupon for the monthly interest periods during the first 3 years. Investors will receive
receive principal back at
the contingent monthly coupon for the monthly interest periods during years 4-15 for which the index
maturity.
closing value of each underlying index is at or above its respective coupon barrier level on the related
observation date, but not for the interest periods for which one or both underlying indices close below
the respective coupon barrier level(s) on the related observation date. On the final observation date,
each underlying index closes at or above its downside threshold level. At maturity, investors receive
the stated principal amount, and, depending on whether each final index value is greater than, equal
to or below the respective coupon barrier level, the contingent monthly coupon with respect to the
final observation date.
Sc e na rio 3 : No
This scenario assumes that one or both underlying indices close below the respective coupon barrier
contingent monthly coupon is level(s) on every monthly observation date during years 4-15. Since one or both underlying indices
paid for any interest period
close below the respective coupon barrier level(s) on every monthly observation date during years 4-
during years 4-15, and
15, investors do not receive any contingent monthly coupon during this period. On the final
investors suffer a substantial
observation date, one or both underlying indices close below the respective downside threshold
loss of principal at maturity.
level(s). At maturity, investors will receive an amount equal to the stated principal amount multiplied
by the index performance factor of the worst performing underlying index. Under these
circumstances, the payment at maturity will be less than 50% of the stated principal amount and
could be zero.

January 2015
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Cont inge nt I nc om e Se c urit ie s due J a nua ry 3 0 , 2 0 3 0
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Underlying Indices Summary

Russe ll 2 0 0 0 ® I nde x

The Russell 2000® Index is an index calculated, published and disseminated by Russell Investments, and measures the composite
price performance of stocks of 2,000 companies (the "Russell 2000 Component Stocks") incorporated in the U.S. and its territories. All
2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell 3000® Index. The
Russell 3000® Index is composed of the 3,000 largest U.S. companies as determined by market capitalization and represents
approximately 98% of the U.S. equity market. The Russell 2000® Index consists of the smallest 2,000 companies included in the
Russell 3000® Index and represents a small portion of the total market capitalization of the Russell 3000® Index. The Russell 2000®
Index is designed to track the performance of the small capitalization segment of the U.S. equity market.

Information as of market close on January 27, 2015:

Bloom be rg T ic k e r Sym bol:
RTY
Curre nt I nde x V a lue :
1,194.658
5 2 We e k s Ago:
1,127.728
5 2 We e k H igh (on 1 2 /2 9 /2 0 1 4 ):
1,219.109
5 2 We e k Low (on 1 0 /1 3 /2 0 1 4 ):
1,049.303

For additional information about the Russell 2000® Index, see the information set forth under "Russell 2000® Index" in the
accompanying index supplement. Furthermore, for additional historical information, see "Russell 2000® Index Historical Performance"
below.

EU RO ST OX X 5 0 ® I nde x

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group
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AG. Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at December
31, 1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600
Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and
represent the largest companies across all market sectors.

Information as of market close on January 27, 2015:

Bloom be rg T ic k e r Sym bol:
SX5E
Curre nt I nde x V a lue :
3,372.58
5 2 We e k s Ago:
3,014.62
5 2 We e k H igh (on 1 /2 6 /2 0 1 5 ):
3,414.28
5 2 We e k Low (on 1 0 /1 6 /2 0 1 4 ):
2,874.65

For additional information about the EURO STOXX 50® Index, see the information set forth under "EURO STOXX 50® Index" in the
accompanying index supplement. Furthermore, for additional historical information, see "EURO STOXX 50® Index Historical
Performance" below.

January 2015
Page 6

Cont inge nt I nc om e Se c urit ie s due J a nua ry 3 0 , 2 0 3 0
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent monthly coupon is paid with respect to an
observation date and how to calculate the payment at maturity. The following examples are for illustrative purposes only. For the first
3 years, you will receive a fixed monthly coupon at a rate of 8.00% per annum regardless of the performance of the underlying
indices. Whether you receive a contingent monthly coupon after the first 3 years will be determined by reference to the index closing
value of each underlying index on each monthly observation date, and the amount you will receive at maturity, if any, will be
determined by reference to the final index value of each underlying index on the final observation date. The actual initial index value,
coupon barrier level, and downside threshold level for each underlying index are set forth on the cover of this document. All payments
on the securities, if any, are subject to the credit risk of Morgan Stanley. The below examples are based on the following terms:

Monthly Coupon:
Years 1-3: On all coupon payment dates through January 2018, a fixed coupon at an annual rate
of 8.00% (corresponding to approximately $6.6667 per month per security) is paid monthly.*

Years 4-15: Beginning with the February 2018 coupon payment date, a contingent coupon at an
annual rate of 8.00% (corresponding to approximately $6.6667 per month per security) is paid
monthly but only if the closing value of each underlying index is at or above its respective coupon
barrier level on the related observation date.*

I f, on a ny obse rva t ion da t e in ye a rs 4 -1 5 , t he c losing va lue of e it he r unde rlying
inde x is le ss t ha n t he c oupon ba rrie r le ve l for suc h inde x , w e w ill pa y no
c oupon for t he a pplic a ble int e re st pe riod. I t is possible t ha t one or bot h
unde rlying indic e s w ill re m a in be low t he re spe c t ive c oupon ba rrie r le ve l(s) for
e x t e nde d pe riods of t im e or e ve n t hroughout ye a rs 4 -1 5 so t ha t you w ill re c e ive
fe w or no c ont inge nt m ont hly c oupons during t ha t pe riod.
Payment at Maturity:
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective
downside threshold level: the stated principal amount, and, if the final index value of e a c h
underlying index is also gre a t e r t ha n or e qua l t o its respective coupon barrier level, the
contingent monthly coupon with respect to the final observation date
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If the final index value of e it he r underlying index is le ss t ha n its respective downside threshold
level: (i) the stated principal amount multiplied by (ii) the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be less
than 50% of the stated principal amount of the securities and could be zero.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the RTY Index: 1,200

With respect to the SX5E Index: 3,100
Hypothetical Coupon Barrier
With respect to the RTY Index: 900, which is 75% of the hypothetical initial index value for such
Level:
index

With respect to the SX5E Index: 2,325, which is 75% of the hypothetical initial index value for
such index
Hypothetical Downside Threshold
With respect to the RTY Index: 600, which is 50% of the hypothetical initial index value for such
Level:
index

With respect to the SX5E Index: 1,550, which is 50% of the hypothetical initial index value for
such index
* The actual monthly coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment period,
calculated on a 30/360 basis. The hypothetical monthly coupon of $6.6667 is used in these examples for ease of analysis.

January 2015
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Cont inge nt I nc om e Se c urit ie s due J a nua ry 3 0 , 2 0 3 0
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

How to determine whether a contingent monthly coupon is payable with respect to an observation date during years 4-15:

Index Closing Value
Contingent Monthly Coupon

RTY Index
SX5E Index

Hypothetical Observation Date
950 (a t or a bove
2,500 (a t or a bove
$6.6667
1
coupon barrier level)
coupon barrier level)
Hypothetical Observation Date 1,200 (a t or a bove
1,000 (be low coupon
$0
2
coupon barrier level)
barrier level)
Hypothetical Observation Date
600 (be low coupon
2,400 (a t or a bove
$0
3
barrier level)
coupon barrier level)
Hypothetical Observation Date
500 (be low coupon
2,000 (be low coupon
$0
4
barrier level)
barrier level)

On hypothetical observation date 1, both the RTY Index and SX5E Index close at or above their respective coupon barrier levels.
Therefore a contingent monthly coupon of $6.6667 is paid on the relevant coupon payment date.

On each of the hypothetical observation dates 2 and 3, one underlying index closes at or above its coupon barrier level but the other
underlying index closes below its coupon barrier level. Therefore, no contingent monthly coupon is paid on the relevant coupon
payment date.

On hypothetical observation date 4, each underlying index closes below its respective coupon barrier level and accordingly no
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contingent monthly coupon is paid on the relevant coupon payment date.

Be ginning a ft e r 3 ye a rs, you w ill not re c e ive a c ont inge nt m ont hly c oupon on a ny c oupon pa ym e nt da t e if t he
c losing va lue of e it he r unde rlying inde x is be low it s re spe c t ive c oupon ba rrie r le ve l on t he re la t e d obse rva t ion
da t e .

How to calculate the payment at maturity:

Final Index Value
Payment at Maturity

RTY Index
SX5E Index

Example 1:
950 (a t or a bove
2,800 (a t or a bove the downside threshold level
$1,006.6667 (the stated principal
the downside threshold
and coupon barrier level)
amount plus the contingent monthly
level and coupon barrier
coupon with respect to the final
level)
observation date)
Example 2:
650 (a t or a bove
2,530 (a t or a bove the downside threshold level
$1,000.00
the downside threshold
and coupon barrier level)
(the stated principal amount)
level but be low the
coupon barrier level)
Example 3:
850 (a t or a bove
1,240 (be low the downside threshold level)
$1,000 x index performance factor
the downside threshold
of the worst performing underlying
level)
= $1,000 x (1,240 / 3,100) = $400
Example 4:
480 (be low the downside
1,600 (a t or a bove the downside threshold level)
$1,000 x (480 / 1,200) = $400
threshold level)
Example 5:
360 (be low the downside
1,240 (be low the downside threshold level)
$1,000 x (360 / 1,200) = $300
threshold level)
Example 6:
480 (be low the downside
930 (be low the downside threshold level)
$1,000 x (930 / 3,100) = $300
threshold level)

January 2015
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Cont inge nt I nc om e Se c urit ie s due J a nua ry 3 0 , 2 0 3 0
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

In example 1, the final index values of both the RTY Index and SX5E Index are at or above their downside threshold levels and
coupon barrier levels. Therefore, investors receive at maturity the stated principal amount of the securities and the contingent monthly
coupon with respect to the final observation date.

In example 2, the final index values of both the RTY Index and the SX5E Index are at or above their downside threshold
levels. However, the final index value of the RTY Index is below its coupon barrier level. Therefore, investors receive at maturity the
stated principal amount of the securities but do not receive the contingent monthly coupon with respect to the final observation date.

In examples 3 and 4, the final index value of one underlying index is at or above its downside threshold level but the final index value
of the other underlying index is below its downside threshold level. Therefore, investors are exposed to the downside performance of
the worst performing underlying index at maturity and receive at maturity an amount equal to the stated principal amount times the
index performance factor of the worst performing underlying index.

Similarly, in examples 5 and 6, the final index value of each underlying index is below its respective downside threshold level, and
investors receive at maturity an amount equal to the stated principal amount times the index performance factor of the worst
performing underlying index. In example 5, the RTY Index has declined 70% from its initial index value to its final index value, while
the SX5E Index has declined 60% from its initial index value to its final index value. Therefore, the payment at maturity equals the
stated principal amount times the index performance factor of the RTY Index, which is the worst performing underlying index in this
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example. In example 6, the RTY Index has declined 60% from its initial index value, while the SX5E Index has declined 70% from its
initial index value to its final index value. Therefore the payment at maturity equals the stated principal amount times the index
performance factor of the SX5E Index, which is the worst performing underlying index in this example.

I f t he fina l inde x va lue of EI T H ER unde rlying inde x is be low it s re spe c t ive dow nside t hre shold le ve l, you w ill
be e x pose d t o t he dow nside pe rform a nc e of t he w orst pe rform ing unde rlying inde x a t m a t urit y, a nd your
pa ym e nt a t m a t urit y w ill be le ss t ha n $ 5 0 0 pe r se c urit y a nd c ould be ze ro.

January 2015
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Cont inge nt I nc om e Se c urit ie s due J a nua ry 3 0 , 2 0 3 0
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Risk Factors

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 prospectus supplement, index supplement and
prospectus. We also urge you to consult with 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 they do not guarantee the repayment of principal. If the final index value of either underlying index is less
than its downside threshold level of 50% of its initial index value, you will be exposed to the decline in the closing value of the
worst performing underlying index, as compared to its initial index value, on a 1 to 1 basis, and you will receive for each security
that you hold at maturity an amount equal to the stated principal amount times the index performance factor of the worst
performing underlying index. I n t his c a se , t he pa ym e nt a t m a t urit y w ill be le ss t ha n 5 0 % of t he st a t e d princ ipa l
a m ount a nd c ould be ze ro.

After the first 3 years, the securities do not provide for regular interest payments. The terms of the securities
differ from those of ordinary debt securities in that they do not provide for the regular payment of interest after the first 3
years. For the first 3 years, the securities will pay a fixed monthly coupon at the rate specified herein. Thereafter, the securities
will pay a contingent monthly coupon only if the index closing value of each underlying index is at or above 75% of its respective
initial index value, which we refer to as the coupon barrier level, on the related observation date. If, on the other hand, the index
closing value of either underlying index is lower than the coupon barrier level for such index on the relevant observation date for
any interest period during years 4-15, we will pay no coupon on the applicable coupon payment date. It is possible that the index
closing value of one or both underlying indices will remain below the respective coupon barrier level(s) for extended periods of
time or even throughout years 4-15 so that you will receive few or no contingent monthly coupons during that period. If you do
not earn sufficient contingent monthly 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.

You are exposed to the price risk of both underlying indices, w ith respect to both the contingent monthly
c oupons a ft e r t he first 3 ye a rs, if a ny, a nd t he pa ym e nt a t m a t urit y, if a ny. Your return on the securities is not
linked to a basket consisting of both underlying indices. Rather, it will be contingent upon the independent performance of each
underlying index. Unlike an instrument with a return linked to a basket of underlying assets in which risk is mitigated and
diversified among all the components of the basket, you will be exposed to the risks related to both underlying indices. Poor
performance by e it he r underlying index over the term of the securities may negatively affect your return and will not be offset or
mitigated by any positive performance by the other underlying index. To receive any contingent monthly coupons after the first 3
years, e a c h underlying index must close at or above its respective coupon barrier level on the applicable observation date. In
addition, if e it he r underlying index has declined to below its respective downside threshold level as of the final observation date,
you will be fully e x pose d to the decline in the worst performing underlying index over the term of the securities on a 1 to 1
basis, even if the other underlying index has appreciated or not declined as much. Under this scenario, the value of any such
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