Obligation Morgan Stanleigh 6.5% ( US61761JXX26 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61761JXX26 ( en USD )

6.5% par an ( paiement semestriel )

30/04/2030

Prospectus brochure de l'obligation Morgan Stanley US61761JXX26 en USD 6.5%, échéance 30/04/2030

1 000 USD

540 000 USD

61761JXX2

N/A

30/04/2026 ( Dans 139 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 US61761JXX26 émise par Morgan Stanley aux États-Unis, d'un montant total de 540 000 USD et négociée par tranche minimale de 1 000 USD, offre un taux d'intérêt de 6,5%, avec des paiements semestriels, jusqu'à sa maturité le 30/04/2030, son prix actuel sur le marché étant de 100% (USD), sans notation Moody's.

424B2 1 dp55694_424b2-ps222.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

$540,000

$62.75

April 2 0 1 5

Pricing Supplement No. 222
Registration Statement No. 333-200365
Dated April 27, 2015
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Securities due April 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 5 years. For the first 5 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 5 0 % of it s re spe c t ive init ia l inde x va lue , which we refer to as the barrier level. If the index closing value of e it he r
unde rlying inde x is less than the barrier level for such index on any observation date after the first 5 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 the barrier level of 50% of the respective initial index value, the
payment at maturity will be the stated principal amount and the related contingent monthly coupon. If, however, the final index value of e it he r underlying index is
less than its barrier 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 5 ye a rs I nve st ors w ill not pa rt ic ipa t e in a ny a ppre c ia t ion of e it he r unde rlying inde x . Because
.
payments on the securities are based on the worst performing of the underlying indices, a decline beyond the respective barrier level of e it he r underlying index will
result in few or no contingent monthly coupons after the first 5 years and/or a significant loss of your investment, even if the other underlying index has appreciated or
has not declined as much. 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 few or no monthly coupons after the first 5 years if e it he r unde rlying inde x closes below the 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 a m ount :
$540,000
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 :
April 27, 2015
Origina l issue da t e :
April 30, 2015 (3 business days after the pricing date)
M a t urit y da t e :
April 30, 2030
M ont hly c oupon:
Years 1-5: On all coupon payment dates through April 2020, a fixed coupon at an annual rate of 6.50% (corresponding
to approximately $5.4167 per month per security) is paid monthly.

Years 6-15: Beginning with the May 2020 coupon payment date, a contingent coupon at an annual rate of 6.50%
(corresponding to approximately $5.4167 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 barrier level on the related observation date.

I f, on a ny obse rva t ion da t e in ye a rs 6 -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 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 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 6 -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.
Ba rrie r le ve l:
With respect to the RTY Index: 626.350, which is 50% of the initial index value for such index
With respect to the SX5E Index: 1,885.725, 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 barrier level: the stated
principal amount and 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 barrier level: (i) the stated principal
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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 pric ing
$939.90 per security. See "Investment Summary" beginning on page 3.
da t e :
Com m issions a nd issue pric e :
Pric e t o public (1)
Age nt 's c om m issions(2)
Proc e e ds t o issue r(3)
Pe r se c urit y
$1,000
$35
$965
T ot a l
$540,000
$18,900
$521,100
(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 25.
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 9 .
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 N ove m be r 1 9 , 2 0 1 4
I nde x Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4
Prospe c t us da t e d N ove m be r 1 9 , 2 0 1 4

Cont inge nt I nc om e Se c urit ie s due April 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
Terms continued from previous page:
I nit ia l inde x va lue :
With respect to the RTY Index: 1,252.700, which is the index closing value of such index on the pricing date
With respect to the SX5E Index: 3,771.45, 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 pe rform ing
The underlying index with the larger percentage decrease from the respective initial index value to the respective final
unde rlying inde x :
index value
I nde x pe rform a nc e
Final index value divided by the initial index value
fa c t or:
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
May 30, 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 May 30, 2020
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 :
61761JXX2 / US61761JXX26
List ing:
The securities will not be listed on any securities exchange.

April 2015
Page 2

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

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 April 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 5 years. For the first 5 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 50% of its
respective initial index value, which we refer to as the 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 barrier level for such index on any observation date after the first 5 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
barrier level(s) for extended periods of time or even throughout years 6-15 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 5 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
barrier level for such index on some monthly observation dates, it may fluctuate below the barrier level on others. In addition, even if one
underlying index were to be at or above the barrier level for such index on all monthly observation dates, you will receive a contingent
monthly coupon during years 6-15 only with respect to the observation dates on which the other underlying index is also at or above the
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 the barrier
level of 50% of the respective initial index value, the payment at maturity will be the stated principal amount and the related contingent
monthly coupon. If, however, the final index value of e it he r underlying index is less than its barrier 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 5 ye a rs.

M a t urit y:
15 years
M ont hly c oupon:
Years 1-5: On all coupon payment dates through April 2020, a fixed coupon at an annual rate
of 6.50% (corresponding to approximately $5.4167 per month per security) is paid monthly.

Years 6-15: Beginning with the May 2020 coupon payment date, a contingent coupon at an
annual rate of 6.50% (corresponding to approximately $5.4167 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 barrier level on the related observation date.

I f, on a ny obse rva t ion da t e in ye a rs 6 -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 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 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 6 -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 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
barrier level: the stated principal amount and 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 barrier 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
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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.
April 2015
Page 3

Cont inge nt I nc om e Se c urit ie s due April 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 $939.90.

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 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 and the barrier 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.

April 2015
Page 4

Cont inge nt I nc om e Se c urit ie s due April 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 5 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 50% of its initial index value, which we refer to as the barrier level, on the related observation
date. The following scenarios are for illustration purposes only to demonstrate how the payment at maturity and monthly coupon is
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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 6-15, 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 monthly
This scenario assumes that during years 6-15, each underlying index closes at or above its
coupon is paid for all interest
respective barrier level on every monthly observation date. Investors receive the 6.50% per annum
periods, and investors receive
contingent monthly coupon for each interest period during the term of the securities. At maturity,
principal back at maturity, which is
each underlying index closes above its respective barrier level, and so investors receive the stated
the best-case scenario.
principal amount and the contingent monthly coupon with respect to the final observation date.
Sc e na rio 2 : A contingent monthly
This scenario assumes that each underlying index closes at or above its respective barrier level on
coupon is paid for some, but not all, some monthly observation dates after the first 5 years, but one or both underlying indices close
interest periods, and investors
below the respective barrier level(s) for such index on the others. Investors receive the fixed
receive principal back at maturity.
monthly coupon for the monthly interest periods during the first 5 years. Investors will receive the
contingent monthly coupon for the monthly interest periods during years 6-15 for which the index
closing value of each underlying index is at or above its respective barrier level on the related
observation date, but not for the interest periods for which one or both underlying indices close
below the respective barrier level(s) on the related observation date. At maturity, each underlying
index closes above its respective barrier level, and so investors receive the stated principal amount
and the contingent monthly coupon with respect to the final observation date.
Sc e na rio 3 : No contingent
This scenario assumes that one or both underlying indices close below the respective barrier
monthly coupon is paid for any
level(s) on every monthly observation date during years 6-15. Since one or both underlying indices
interest period during years 6-
close below the respective barrier level(s) on every monthly observation date during years 6-15,
15, and investors suffer a
investors do not receive any contingent monthly coupon during this period. On the final
substantial loss of principal at
observation date, one or both underlying indices close below the respective barrier level(s). At
maturity.
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.

April 2015
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Cont inge nt I nc om e Se c urit ie s due April 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 April 27, 2015:

Bloom be rg T ic k e r Sym bol:
RTY
Curre nt I nde x V a lue :
1,252.700
5 2 We e k s Ago:
1,123.030
5 2 We e k H igh (on
1,275.350
4 /1 5 /2 0 1 5 ):
5 2 We e k Low (on
1,049.303
1 0 /1 3 /2 0 1 4 ):
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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 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 April 27, 2015:

Bloom be rg T ic k e r Sym bol:
SX5E
Curre nt I nde x V a lue :
3,771.45
5 2 We e k s Ago:
3,147.40
5 2 We e k H igh (on
3,828.78
4 /1 3 /2 0 1 5 ):
5 2 We e k Low (on
2,874.65
1 0 /1 6 /2 0 1 4 ):

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.

April 2015
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Cont inge nt I nc om e Se c urit ie s due April 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 5
years, you will receive a fixed monthly coupon at a rate of 6.50% per annum regardless of the performance of the underlying
indices. Whether you receive a contingent monthly coupon after the first 5 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 and barrier 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 1-5: On all coupon payment dates through April 2020, a fixed coupon at an annual rate of
6.50% (corresponding to approximately $5.4167 per month per security) is paid monthly.

Years 6-15: Beginning with the May 2020 coupon payment date, a contingent coupon at an annual
rate of 6.50% (corresponding to approximately $5.4167 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 barrier level on
the related observation date.

I f, on a ny obse rva t ion da t e in ye a rs 6 -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 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
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re m a in be low t he re spe c t ive 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 6 -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
barrier level: the stated principal amount and 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 barrier 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 Barrier Level:
With respect to the RTY Index: 600, which is 50% of the hypothetical initial index value for such
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 $5.4167 is used in these examples for ease of analysis.

How to determine whether a contingent monthly coupon is payable with respect to an observation date during years 6-15:

Index Closing Value
Contingent Monthly Coupon

RTY Index
SX5E Index

Hypothetical Observation Date
700 (a t or a bove
1,800 (a t or a bove barrier
$5.4167
1
barrier level)
level)
Hypothetical Observation Date
700 (a t or a bove
1,200 (be low barrier level)
$0
2
barrier level)
Hypothetical Observation Date
400 (be low barrier
1,800 (a t or a bove barrier
$0
3
level)
level)
Hypothetical Observation Date
350 (be low barrier
1,400 (be low barrier level)
$0
4
level)
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Princ ipa l a t Risk Se c urit ie s
On hypothetical observation date 1, both the RTY Index and SX5E Index close at or above their respective barrier levels. Therefore, a
contingent monthly coupon of approximately $5.4167 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 barrier level, but the other underlying
index closes below its 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 barrier level and accordingly no contingent monthly
coupon is paid on the relevant coupon payment date.

Be ginning a ft e r 5 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 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
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RTY Index
SX5E Index

Example 1:
1,150 (a t or a bove the barrier
4,000 (a t or a bove
$1,005.4167 (the stated principal amount
level)
the barrier level)
plus the contingent monthly coupon with
respect to the final observation date)
Example 2:
1,300 (a t or a bove the barrier
1,240 (be low the barrier
$1,000 x index performance factor of the
level)
level)
worst performing underlying index =
$1,000 x (1,240 / 3,100) = $400
Example 3:
480 (be low the barrier level)
3,500 (a t or a bove
$1,000 x (480 / 1,200) = $400
the barrier level)
Example 4:
360 (be low the barrier level)
1,240 (be low the barrier
$1,000 x (360 / 1,200) = $300
level)
Example 5:
480 (be low the barrier level)
930 (be low the barrier level)
$1,000 x (930 / 3,100) = $300

In example 1, the final index values of both the RTY Index and SX5E Index are at or above their respective 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 examples 2 and 3, the final index value of one underlying index is at or above its barrier level but the final index value of the other
underlying index is below its barrier 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 4 and 5, the final index value of each underlying index is below its respective barrier 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 4, 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 example. In example 5, 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 ba rrie r 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 % of t he st a t e d princ ipa l a m ount pe r se c urit y a nd c ould be ze ro.

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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.

T he se c urit ie s do not gua ra nt e e t he re t urn of a ny princ ipa l. 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
barrier 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. In this
case, the payment at maturity will be less than 50% of the stated principal amount and could be zero.

Aft e r t he first 5 ye a rs, t he se c urit ie s do not provide for re gula r int e re st pa ym e nt s. The terms of the securities differ
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from those of ordinary debt securities in that they do not provide for the regular payment of interest after the first 5 years. For the first
5 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 50% of its respective initial index value, which
we refer to as the barrier level, on the related observation date. If, on the other hand, the index closing value of either underlying
index is lower than the barrier level for such index on the relevant observation date for any interest period during years 6-15, 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 barrier level(s) for extended periods of time or even throughout years 6-15 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.

Y ou a re e x pose d t o t he pric e risk of bot h unde rlying indic e s, w it h re spe c t t o bot h t he c ont inge nt m ont hly
c oupons a ft e r t he first 5 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 5 years, e a c h underlying index
must close at or above its respective barrier level on the applicable observation date. In addition, if e it he r underlying index has
declined to below its respective barrier 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 payment will be less than 50% of the stated principal amount and
could be zero. Accordingly, your investment is subject to the price risk of both underlying indices.

Be c a use t he se c urit ie s a re link e d t o t he pe rform a nc e of t he w orst pe rform ing unde rlying inde x , you a re
e x pose d t o gre a t e r risk s of no c ont inge nt m ont hly c oupons a nd sust a ining a signific a nt loss on your
inve st m e nt t ha n if t he se c urit ie s w e re link e d t o just one inde x . The risk that you will not receive any contingent monthly
coupons after the first 5 years, or that you will suffer a significant loss on your investment, is greater if you invest in the securities as
opposed to substantially similar securities that are linked to the performance of just one underlying index. With two underlying indices,
it is more likely that either underlying index will close below its barrier level on any observation date than if the securities were linked
to only one underlying index, and therefore it is more likely that you will not receive any contingent monthly coupons and that you will
suffer a significant loss on your investment.

T he c ont inge nt m ont hly c oupon, if a ny, is ba se d only on t he va lue of e a c h unde rlying inde x on t he re la t e d
m ont hly obse rva t ion da t e a t t he e nd of t he re la t e d int e re st pe riod. Whether the contingent monthly coupon will be paid
on any coupon payment date during years 6-15 will be determined at the end of the relevant interest period, based on the closing
value of each underlying index on the relevant monthly observation date. As a result, you will not know whether you will

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Princ ipa l a t Risk Se c urit ie s
receive the contingent monthly coupon on any coupon payment date until near the end of the relevant interest period. Moreover,
because the contingent monthly coupon is based solely on the value of each underlying index on monthly observation dates, if the
closing value of either underlying index on any observation date is below the barrier level for such index, you will receive no coupon
for the related interest period, even if the level of such underlying index was at or above its respective barrier level on other days
during that interest period and even if the closing value of the other underlying index is at or above the barrier level for such index.

I nve st ors w ill not pa rt ic ipa t e in a ny a ppre c ia t ion in e it he r unde rlying inde x . Investors will not participate in any
appreciation in either underlying index from the initial index value for such index, and the return on the securities will be limited to the
fixed monthly coupons, and the contingent monthly coupons, if any, that are paid with respect to each observation date during years
6-15 on which the index closing value of each underlying index is greater than or equal to its respective barrier level.

T he se c urit ie s a re link e d t o t he Russe ll 2 0 0 0 ® I nde x a nd a re subje c t t o risk s a ssoc ia t e d w it h sm a ll -
c a pit a liza t ion c om pa nie s. As the Russell 2000® Index is one of the underlying indices, and the Russell 2000® Index consists of
stocks issued by companies with relatively small market capitalization, the securities are linked to the value of small-capitalization
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companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization
companies and therefore the RTY Index may be more volatile than indices that consist of stocks issued by large-capitalization
companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to
adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded. In addition,
small capitalization companies are typically less well-established and less stable financially than large-capitalization companies and
may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have
smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less
competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.

T he se c urit ie s a re link e d t o t he EU RO ST OX X 5 0 ® I nde x a nd a re subje c t t o risk s a ssoc ia t e d w it h inve st m e nt s
in se c urit ie s link e d t o t he va lue of fore ign e quit y se c urit ie s. As the EURO STOXX 50® Index is one of the underlying
indices, the securities are linked to the value of foreign equity securities. Investments in securities linked to the value of foreign equity
securities involve risks associated with the securities markets in those countries, including risks of volatility in those markets,
governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally less
publicly available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the
United States Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting
standards and requirements different from those applicable to U.S. reporting companies. The prices of securities issued in foreign
markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in
government, economic and fiscal policies and currency exchange laws. Local securities markets may trade a small number of
securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings
difficult or impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in
the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-
sufficiency and balance of payment positions.

T he m a rk e t pric e w ill be influe nc e d by m a ny unpre dic t a ble fa c t ors. 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 generally the level of interest rates available in the market and the
value of each underlying index on any day, including in relation to its respective barrier level, 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 underlying indices,

o
whether the index closing value of either underlying index has been below its respective barrier level on any observation
date,

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

o
dividend rates on the securities underlying the underlying indices,

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Princ ipa l a t Risk Se c urit ie s

o
the time remaining until the securities mature,

o
interest and yield rates in the market,

o
the availability of comparable instruments,

o
the composition of the underlying indices and changes in the constituent stocks of such indices, 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 will 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
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