Bond Morgan Stanleigh 7% ( US61761JR438 ) in USD

Morgan Stanleigh

100 % ⇌

United States

US61761JR438 ( in USD )

7% per year ( payment 2 times a year)

23/12/2030

Prospectus brochure of the bond Morgan Stanley US61761JR438 en USD 7%, maturity 23/12/2030

1 000 USD

1 659 000 USD

61761JR43

N/A

23/12/2025 ( In 11 days )

Morgan Stanley is a leading global financial services firm offering investment banking, wealth management, investment management, and securities services to individuals, corporations, and governments worldwide.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JR438, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 23/12/2030

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JR438, was rated NR by Moody's credit rating agency.

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424B2 1 dp61994_424b2-ps685.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
$1,659,000
$167.06
December 2015
Pricing Supplement No. 685
Registration Statement No. 333-200365
Dated December 18, 2015
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Securities due December 23, 2030
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX
50® Index
Principal at Risk Securities
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 each of the Russell 2000® Index
and the EURO STOXX 50® Index on the related observation date is at or above 50% of its respective initial index
value, which we refer to as the barrier level. If the index closing value of either underlying index 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 each 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 either 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. Accordingly, investors in the
securities must be willing to accept the risk of losing their entire initial investment based on the performance of
either index and also the risk of not receiving any monthly coupons after the first 5 years. Investors will not
participate in any appreciation of either underlying index. Because payments on the securities are based on the
worst performing of the underlying indices, a decline beyond the respective barrier level of either 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 either underlying index 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 payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you
could lose some or all of your investment. These securities are not secured obligations and you will not have
any security interest in, or otherwise have any access to, any underlying reference asset or assets.
FI N AL T ERM S
Issuer:
Morgan Stanley
Russell 2000® Index (the "RTY Index") and EURO STOXX 50® Index (the "SX5E
Underlying indices:
Index")
Aggre ga t e princ ipa l
$1,659,000
a m ount :
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security (see "Commissions and issue price" below)
Pricing date:
December 18, 2015
Original issue date:
December 23, 2015 (3 business days after the pricing date)
Maturity date:
December 23, 2030
Monthly coupon:
Years 1-5: On all coupon payment dates through December 2020, a fixed coupon at an
annual rate of 7.00% (corresponding to approximately $5.8333 per month per security)
is paid monthly.
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Years 6-15: Beginning with the January 2021 coupon payment date, a contingent
coupon at an annual rate of 7.00% (corresponding to approximately $5.8333 per month
per security) is paid monthly but only if the closing value of each underlying index is
at or above its respective barrier level on the related observation date.
If, on any observation date in years 6-15, the closing value of either underlying
index is less than the barrier level for such index, we will pay no coupon for the
applicable interest period. It is possible that 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.
Barrier level:
With respect to the RTY Index: 560.510, which is 50% of the initial index value for such
index
With respect to the SX5E Index: 1,630.36, which is 50% of the initial index value for
such index
Payment at maturity:
If the final index value of each underlying index is greater than or equal to 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 either underlying index is less than 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.
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
$947.80 per security. See "Investment Summary" beginning on page 3.
pric ing da t e :
Com m issions a nd issue
Age nt 's
Pric e t o public (1)
pric e :
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
$1,659,000
$58,065
$1,600,935
(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.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk
Factors" beginning on page 9.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved
these securities, or determined if this document or the accompanying prospectus supplement, index
supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the related prospectus supplement, index supplement and
prospectus, each of which can be accessed via the hyperlinks below. Please also see "Additional Information
About the Securities" at the end of this document.
Prospectus Supplement dated November 19, 2014
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
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Contingent Income Securities due December 23, 2030
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities
Terms continued from previous page:
I nit ia l inde x va lue :With respect to the RTY Index: 1,121.020, which is the index closing value of such index on the
pricing date
With respect to the SX5E Index: 3,260.72, which is the index closing value of such index on the
pricing date
Final index value:
With respect to each index, the respective index closing value on the final observation date
Worst performing
The underlying index with the larger percentage decrease from the respective initial index value to
underlying index:
the respective final index value
Index performance
Final index value divided by the initial index value
factor:
Coupon pa ym e nt Monthly, on the 23rd day of each month, beginning January 23, 2016; provided that if any such
da t e s:
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.
Observation dates:
The third scheduled business day preceding each scheduled coupon payment date, beginning
with the January 2021 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 :
61761JR43 / US61761JR438
List ing:
The securities will not be listed on any securities exchange.
December 2015
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Contingent Income Securities due December 23, 2030
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities
Investment Summary
Contingent Income Securities
Principal at Risk Securities
Contingent Income Securities due December 23, 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 each of the Russell 2000® Index and the EURO STOXX 50® Index (which we refer to
together as the "underlying indices") 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 the index closing value of either underlying index 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 each 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 either 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.
Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment
based on the performance of either index and also the risk of not receiving any monthly coupons after the first 5
years.
Maturity:
15 years
Monthly
Years 1-5: On all coupon payment dates through December 2020, a fixed coupon at an annual
coupon:
rate of 7.00% (corresponding to approximately $5.8333 per month per security) is paid
monthly.
Years 6-15: Beginning with the January 2021 coupon payment date, a contingent coupon at
an annual rate of 7.00% (corresponding to approximately $5.8333 per month per security) is
paid monthly but only if the closing value of each underlying index is at or above its
respective barrier level on the related observation date.
If, on any observation date in years 6-15, the closing value of either underlying index is
less than the barrier level for such index, we will pay no coupon for the applicable
interest period. It is possible that 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.
Payment at
If the final index value of each underlying index is greater than or equal to its respective
maturity:
barrier level: the stated principal amount and the contingent monthly coupon with respect to
the final observation date.
If the final index value of either underlying index is less than its respective barrier level: (i) the
stated principal amount multiplied by (ii) the index performance factor of the worst performing
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Page 5 of 48
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.
December 2015
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Contingent Income Securities due December 23, 2030
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities
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 $947.80.
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.
December 2015
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Contingent Income Securities due December 23, 2030
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities
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 each underlying index is at or above 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 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
This scenario assumes that during years 6-15, each underlying index closes at or
monthly coupon is paid for all
above its respective barrier level on every monthly observation date. Investors
interest periods, and
receive the 7.00% per annum contingent monthly coupon for each interest period
investors receive principal
during the term of the securities. At maturity, each underlying index closes above its
back at maturity, which is the
respective barrier level, and so investors receive the stated principal amount and the
best-case scenario.
contingent monthly coupon with respect to the final observation date.
Sc e na rio 2 : A contingent
This scenario assumes that each underlying index closes at or above its respective
monthly coupon is paid for
barrier level on some monthly observation dates after the first 5 years, but one or both
some, but not all, interest
underlying indices close below the respective barrier level(s) for such index on the
periods, and investors receive others. Investors receive the fixed monthly coupon for the monthly interest periods
principal back at maturity.
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
monthly coupon is paid for
barrier level(s) on every monthly observation date during years 6-15. Since one or
any interest period during
both underlying indices close below the respective barrier level(s) on every monthly
years 6-15, and investors
observation date during years 6-15, investors do not receive any contingent monthly
suffer a substantial loss of
coupon during this period. On the final observation date, one or both underlying
principal at maturity.
indices close below the respective barrier 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.
December 2015
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Contingent Income Securities due December 23, 2030
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities
Underlying Indices Summary
Russell 2000® Index
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 December 18, 2015:
Bloomberg Ticker Symbol:
RTY
Curre nt I nde x V a lue :
1,121.020
5 2 We e k s Ago:
1,192.158
5 2 We e k H igh (on 6 /2 3 /2 0 1 5 ):
1,295.799
5 2 We e k Low (on 9 /2 9 /2 0 1 5 ):
1,083.907
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.
EURO STOXX 50® Index
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 December 18, 2015:
Bloomberg Ticker Symbol:
SX5E
Current Index Value:
3,260.72
52 Weeks Ago:
3,153.77
52 Week High (on 4/13/2015):
3,828.78
52 Week Low (on 1/6/2015):
3,007.91
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.
December 2015
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Contingent Income Securities due December 23, 2030
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities
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 7.00% 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 December 2020, a fixed coupon at an
annual rate of 7.00% (corresponding to approximately $5.8333 per month per security) is
paid monthly.
Years 6-15: Beginning with the January 2021 coupon payment date, a contingent coupon
at an annual rate of 7.00% (corresponding to approximately $5.8333 per month per
security) is paid monthly but only if the closing value of each underlying index is at or
above its respective barrier level on the related observation date.
If, on any observation date in years 6-15, the closing value of either underlying
index is less than the barrier level for such index, we will pay no coupon for the
applicable interest period. It is possible that 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.
Payment at Maturity
If the final index value of each underlying index is greater than or equal to 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 either underlying index is less than 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
With respect to the RTY Index: 1,200
Value:
With respect to the SX5E Index: 3,500
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: 1,750, 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 $5.8333 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:
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Index Closing Value
Contingent Monthly Coupon
RTY Index
SX5E Index
Hypothetical
700 (at or above
2,800 (at or above
$5.8333
Observation Date 1
barrier level)
barrier level)
Hypothetical
700 (at or above
1,600 (below barrier
$0
Observation Date 2
barrier level)
level)
Hypothetical
400 (below barrier
2,800 (at or above
$0
Observation Date 3
level)
barrier level)
Hypothetical
350 (below barrier
1,500 (below barrier
$0
Observation Date 4
level)
level)
December 2015
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