Bond Morgan Stanleigh 7.6% ( US61761JRP65 ) in USD

Morgan Stanleigh

100 % ▲

United States

US61761JRP65 ( in USD )

7.6% per year ( payment 2 times a year)

31/07/2029

Prospectus brochure of the bond Morgan Stanley US61761JRP65 en USD 7.6%, maturity 31/07/2029

1 000 USD

500 000 USD

61761JRP6

N/A

31/07/2025 ( In 25 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 US61761JRP65, pays a coupon of 7.6% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/07/2029

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JRP65, was rated NR by Moody's credit rating agency.

424B2 1 dp48295_424b2-ps1486.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 2029
$500,000
$64.40
J uly 2 0 1 4
Pricing Supplement No. 1,486
Registration Statement No. 333-178081
Dated July 28, 2014

Filed pursuant to Rule 424(b)(2)
S T R U C T U R E D I N V E S T M E N T S
Opportunities in U.S. and International Equities
Contingent Income Securities due July 31, 2029
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 a m ount :
$500,000
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 :
July 28, 2014
Origina l issue da t e :
July 31, 2014 (3 business days after the pricing date)
M a t urit y da t e :
July 31, 2029
M ont hly c oupon:
Years 1-3: On all coupon payment dates through July 2017, a fixed coupon at an annual rate of 7.60% (corresponding to
approximately $6.3333 per month per security) is paid monthly.
Years 4-15: Beginning with the August 2017 coupon payment date, a contingent coupon at an annual rate of 7.60%
(corresponding to approximately $6.3333 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: 854.627, which is approximately 75% of the initial index value for such index
With respect to the SX5E Index: 2,378.663, which is approximately 75% of the initial index value for such index
Dow nside t hre shold le ve l:
With respect to the RTY Index: 569.751, which is 50% of the initial index value for such index
With respect to the SX5E Index: 1,585.775, 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.
http://www.sec.gov/Archives/edgar/data/895421/000095010314005306/dp48295_424b2-ps1486.htm[7/31/2014 8:56:23 AM]

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 $919.00 per security. See "Investment Overview" 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
$500,000
$17,500
$482,500
(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 .
Prospectus Supplement dated November 21, 2011 Index Supplement dated November 21, 2011 Prospectus dated November 21,
2011

Cont inge nt I nc om e Se c urit ie s due J uly 3 1 , 2 0 2 9
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: 1,139.502, which is the index closing value of such index on the pricing date
With respect to the SX5E Index: 3,171.55, 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 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 last calendar day of each month, beginning August 31, 2014; 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 August 31, 2017
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 :
61761JRP6 / US61761JRP65
List ing:
The securities will not be listed on any securities exchange.

July 2014
Page 2

Cont inge nt I nc om e Se c urit ie s due J uly 3 1 , 2 0 2 9
®
®
http://www.sec.gov/Archives/edgar/data/895421/000095010314005306/dp48295_424b2-ps1486.htm[7/31/2014 8:56:23 AM]

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 July 31, 2029 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
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 July 2017, a fixed coupon at an
annual rate of 7.60% (corresponding to approximately $6.3333 per month per
security) is paid monthly.

Years 4-15: Beginning with the August 2017 coupon payment date, a contingent
coupon at an annual rate of 7.60% (corresponding to approximately $6.3333 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
m a t urit y:
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
http://www.sec.gov/Archives/edgar/data/895421/000095010314005306/dp48295_424b2-ps1486.htm[7/31/2014 8:56:23 AM]

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.

July 2014
Page 3

Cont inge nt I nc om e Se c urit ie s due J uly 3 1 , 2 0 2 9
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 $919.00.

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, 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.

July 2014
Page 4

Cont inge nt I nc om e Se c urit ie s due J uly 3 1 , 2 0 2 9
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
http://www.sec.gov/Archives/edgar/data/895421/000095010314005306/dp48295_424b2-ps1486.htm[7/31/2014 8:56:23 AM]

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.

Sc e na rio 1 : A contingent monthly This scenario assumes that during years 4-15, each underlying index closes at or above its
coupon is paid for all interest
respective coupon barrier level on every monthly observation date. Investors receive the 7.60%
periods, and investors receive
per annum monthly coupon for each interest period during the term of the securities. At
principal back at maturity, which is
maturity, each underlying index closes above its respective downside threshold level and coupon
the best case scenario.
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 2 : A contingent monthly This scenario assumes that each underlying index closes at or above its respective coupon
coupon is paid for some, but not
barrier level on some monthly observation dates after the first 3 years, but one or both
all, interest periods, and investors
underlying indices close below the respective coupon barrier level(s) for such index on the
receive principal back at maturity.
others. Investors receive the fixed monthly coupon for the monthly interest periods during the
first 3 years. Investors will receive the contingent monthly coupon for the monthly interest
periods during years 4-15 for which the index 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 contingent
This scenario assumes that one or both underlying indices close below the respective coupon
monthly coupon is paid for any
barrier level(s) on every monthly observation date during years 4-15. Since one or both
interest period during years 4-15,
underlying indices close below the respective coupon barrier level(s) on every monthly
and investors suffer a substantial
observation date during years 4-15, investors do not receive any contingent monthly coupon
loss of principal at maturity.
during this period. On the final observation date, one or both underlying indices close below the
respective downside threshold 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.

July 2014
Page 5

Cont inge nt I nc om e Se c urit ie s due J uly 3 1 , 2 0 2 9
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
http://www.sec.gov/Archives/edgar/data/895421/000095010314005306/dp48295_424b2-ps1486.htm[7/31/2014 8:56:23 AM]

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 July 28, 2014:

Bloom be rg T ic k e r Sym bol:
RTY
Curre nt I nde x V a lue :
1,139.502
5 2 We e k s Ago:
1,048.507
5 2 We e k H igh (on 3 /4 /2 0 1 4 ):
1,208.651
5 2 We e k Low (on 8 /3 0 /2 0 1 3 ):
1,010.895

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 July 28, 2014:

Bloom be rg T ic k e r Sym bol:
SX5E
Curre nt I nde x V a lue :
3,171.55
5 2 We e k s Ago:
2,741.96
5 2 We e k H igh (on 6 /1 9 /2 0 1 4 ):
3,314.80
5 2 We e k Low (on 8 /3 0 /2 0 1 3 ):
2,721.37

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.

July 2014
Page 6

Cont inge nt I nc om e Se c urit ie s due J uly 3 1 , 2 0 2 9
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 7.60% 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
http://www.sec.gov/Archives/edgar/data/895421/000095010314005306/dp48295_424b2-ps1486.htm[7/31/2014 8:56:23 AM]

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 July 2017, a fixed coupon at an annual rate of
7.60% (corresponding to approximately $6.3333 per month per security) is paid monthly.*

Years 4-15: Beginning with the August 2017 coupon payment date, a contingent coupon at an
annual rate of 7.60% (corresponding to approximately $6.3333 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

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 Level: With respect to the RTY Index: 900, which is 75% of the hypothetical initial index value for such
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 $6.3333 is used in these examples for ease of analysis.

July 2014
Page 7

Cont inge nt I nc om e Se c urit ie s due J uly 3 1 , 2 0 2 9
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
http://www.sec.gov/Archives/edgar/data/895421/000095010314005306/dp48295_424b2-ps1486.htm[7/31/2014 8:56:23 AM]

RTY Index
SX5E Index

Hypothetical Observation
950 (a t or a bove
2,500 (a t or a bove
$6.3333
Date 1
coupon barrier level)
coupon barrier level)
Hypothetical Observation
1,200 (a t or
1,000 (be low coupon
$0
Date 2
a bove coupon
barrier level)
barrier level)
Hypothetical Observation
600 (be low coupon
2,400 (a t or a bove
$0
Date 3
barrier level)
coupon barrier level)
Hypothetical Observation
500 (be low coupon
2,100 (be low coupon
$0
Date 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 $6.3333 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
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
$1,006.3333 (the stated
the downside threshold
level and coupon barrier level)
principal amount plus the
level and coupon barrier
contingent monthly coupon with
level)
respect to the final observation
date)
Example 2:
650 (a t or a bove
2,530 (a t or a bove the downside threshold
$1,000.00
the downside threshold
level 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
the downside threshold
factor of the worst performing
level)
underlying = $1,000 x (1,240 /
3,100) = $400
Example 4:
480 (be low the
1,600 (a t or a bove the downside threshold
$1,000 x (480 / 1,200) = $400
downside threshold
level)
level)
Example 5:
360 (be low the
1,240 (be low the downside threshold level)
$1,000 x (360 / 1,200) = $300
downside threshold
level)
Example 6:
480 (be low the
930 (be low the downside threshold level)
$1,000 x (930 / 3,100) = $300
downside threshold
level)

July 2014
Page 8

http://www.sec.gov/Archives/edgar/data/895421/000095010314005306/dp48295_424b2-ps1486.htm[7/31/2014 8:56:23 AM]

Cont inge nt I nc om e Se c urit ie s due J uly 3 1 , 2 0 2 9
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
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.
July 2014
Page 9

Cont inge nt I nc om e Se c urit ie s due J uly 3 1 , 2 0 2 9
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.

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 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.

http://www.sec.gov/Archives/edgar/data/895421/000095010314005306/dp48295_424b2-ps1486.htm[7/31/2014 8:56:23 AM]

Aft e r t he first 3 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 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.

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 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
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 3 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 coupon barrier level on any observation date, or
its downside threshold level on the final observation date, than if the securities were linked to only one underlying index. 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

July 2014
Page 10

Cont inge nt I nc om e Se c urit ie s due J uly 3 1 , 2 0 2 9
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

coupon payment date during years 4-15 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 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 coupon 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 coupon 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 coupon 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
http://www.sec.gov/Archives/edgar/data/895421/000095010314005306/dp48295_424b2-ps1486.htm[7/31/2014 8:56:23 AM]

Document Outline

#1">
- #1">