Obbligazione Morgan Stanleigh 7% ( US61761JJ914 ) in USD

Morgan Stanleigh

105.3 USD ▼

Stati Uniti

US61761JJ914 ( in USD )

7% per anno ( pagato 2 volte l'anno)

30/09/2030

Prospetto opuscolo dell'obbligazione Morgan Stanley US61761JJ914 en USD 7%, scadenza 30/09/2030

1 000 USD

2 523 000 USD

61761JJ91

N/A

30/09/2025 ( In 86 giorni )

Morgan Stanley è una società globale di servizi finanziari che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JJ914, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/09/2030

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JJ914, was rated NR by Moody's credit rating agency.

424B2 1 dp60056_424b2-ps517.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

$2,523,000

$293.17

Se pt e m be r 2 0 1 5
Pricing Supplement No. 517
Registration Statement No. 333-200365
Dated September 25, 2015
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Securities due September 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 S& P 5 0 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 S& P 5 0 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 S&P 500® Index (the "SPX Index")
Aggre ga t e princ ipa l a m ount :
$2,523,000
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 :
September 25, 2015
Origina l issue da t e :
September 30, 2015 (3 business days after the pricing date)
M a t urit y da t e :
September 30, 2030
M ont hly c oupon:
Years 1-5: On all coupon payment dates through September 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 October 2020 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 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: 561.395, which is approximately 50% of the initial index value for such index
With respect to the SPX Index: 965.67, 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
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
http://www.sec.gov/Archives/edgar/data/895421/000095010315007729/dp60056_424b2-ps517.htm[9/29/2015 3:44:47 PM]

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
$896.80 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
$2,523,000
$88,305
$2,434,695
(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 .

Prospectus Supplement dated November 19, 2014
Index Supplement dated November 19, 2014 Prospectus dated November 19, 2014

Contingent Income Securities due September 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 S& P 5 0 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: 1,122.789, which is the index closing value of such index on the pricing date
With respect to the SPX Index: 1,931.34, 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
unde rlying inde x :
final 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 30th day of each month (or, in the case of February, the last calendar day of such month),
beginning October 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 October 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 :
61761JJ91/US61761JJ914
List ing:
The securities will not be listed on any securities exchange.
September 2015
Page 2

Contingent Income Securities due September 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 S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Investment Summary

http://www.sec.gov/Archives/edgar/data/895421/000095010315007729/dp60056_424b2-ps517.htm[9/29/2015 3:44:47 PM]

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 September 30, 2030 Payments on the Securities Based on the Worst Performing of the Russell
2000® Index and the S&P 500® 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 S& P 5 0 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 September 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 October 2020 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 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
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 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 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.
September 2015
Page 3
http://www.sec.gov/Archives/edgar/data/895421/000095010315007729/dp60056_424b2-ps517.htm[9/29/2015 3:44:47 PM]

Contingent Income Securities due September 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 S& P 5 0 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 896.80.

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.

September 2015
Page 4

Contingent Income Securities due September 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 S& P 5 0 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 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
http://www.sec.gov/Archives/edgar/data/895421/000095010315007729/dp60056_424b2-ps517.htm[9/29/2015 3:44:47 PM]

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 above its
monthly coupon is paid for all
respective barrier level on every monthly observation date. Investors receive the 7.00% per
interest periods, and investors
annum contingent monthly coupon for each interest period during the term of the
receive principal back at maturity,
securities. At maturity, each underlying index closes above its respective barrier level, and so
which is the best-case scenario.
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
This scenario assumes that each underlying index closes at or above its respective barrier
monthly coupon is paid for some,
level on some monthly observation dates after the first 5 years, but one or both underlying
but not all, interest periods, and
indices close below the respective barrier level(s) for such index on the others. Investors
investors receive principal back at receive the fixed monthly coupon for the monthly interest periods during the first 5
maturity.
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
interest period during years 6- indices close below the respective barrier level(s) on every monthly observation date during
15, and investors suffer a
years 6-15, investors do not receive any contingent monthly coupon during this period. On
substantial loss of principal at
the final observation date, one or both underlying indices close below the respective barrier
maturity.
level(s). At maturity, investors will receive an amount equal to the stated principal amount
multiplied by the index performance factor of the worst performing underlying index. Under
these circumstances, the payment at maturity will be less than 50% of the stated principal
amount and could be zero.
September 2015
Page 5

Contingent Income Securities due September 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 S& P 5 0 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 September 25, 2015:

Bloom be rg T ic k e r Sym bol:
RTY
Curre nt I nde x V a lue :
1,122.789
5 2 We e k s Ago:
1,110.242
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 1 0 /1 3 /2 0 1 4 ):
1,049.303
http://www.sec.gov/Archives/edgar/data/895421/000095010315007729/dp60056_424b2-ps517.htm[9/29/2015 3:44:47 PM]

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.

S& P 5 0 0 ® I nde x

The S&P 500® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of
500 component companies selected to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P
500® Index is based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as
of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period of
the years 1941 through 1943. S&P has announced that, effective with the September 2015 rebalance, consolidated share class
lines are no longer included in the S&P 500® Index. Each share class line is subject to public float and liquidity criteria individually,
but the company's total market capitalization is used to evaluate each share class line for purposes of determining index
membership eligibility. This may result in one listed share class line of a company being included in the S&P 500® Index while a
second listed share class line of the same company is excluded.

Information as of market close on September 25, 2015:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
1,931.34
5 2 We e k s Ago:
1,965.99
5 2 We e k H igh (on 5 /2 1 /2 0 1 5 ):
2,130.82
5 2 We e k Low (on 1 0 /1 5 /2 0 1 4 ):
1,862.49

For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the accompanying
index supplement. Furthermore, for additional historical information, see "S&P 500® Index Historical Performance" below.

September 2015
Page 6

Contingent Income Securities due September 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 S& P 5 0 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 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 September 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 October 2020 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 e a c h unde rlying inde x is a t or a bove its respective
barrier level on the related observation date.

http://www.sec.gov/Archives/edgar/data/895421/000095010315007729/dp60056_424b2-ps517.htm[9/29/2015 3:44:47 PM]

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.

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 SPX Index: 2,100

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 SPX Index: 1,050, 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:

Index Closing Value
Contingent Monthly Coupon

RTY Index
SPX Index

Hypothetical Observation
700 (a t or a bove
1,800 (a t or a bove
$5.8333
Date 1
barrier level)
barrier level)
Hypothetical Observation
700 (a t or a bove
1,000 (be low barrier
$0
Date 2
barrier level)
level)
Hypothetical Observation
400 (be low barrier
1,800 (a t or a bove
$0
Date 3
level)
barrier level)
Hypothetical Observation
350 (be low barrier
900 (be low barrier level)
$0
Date 4
level)
September 2015
Page 7

Contingent Income Securities due September 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 S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

On hypothetical observation date 1, both the RTY Index and SPX Index close at or above their respective barrier levels. Therefore,
a contingent monthly coupon of approximately $5.8333 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.

http://www.sec.gov/Archives/edgar/data/895421/000095010315007729/dp60056_424b2-ps517.htm[9/29/2015 3:44:47 PM]

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

RTY Index
SPX Index

Example 1:
1,150 (a t or a bove
4,000 (a t or a bove the
$1,005.8333 (the stated principal
the barrier level)
barrier level)
amount plus the contingent
monthly coupon with respect to the
final observation date)
Example 2:
1,300 (a t or a bove
840 (be low the barrier
$1,000 x index performance factor
the barrier level)
level)
of the worst performing underlying
index = $1,000 x (840 / 2,100) =
$400
Example 3:
480 (be low the
3,500 (a t or a bove the
$1,000 x (480 / 1,200) = $400
barrier level)
barrier level)
Example 4:
360 (be low the
840 (be low the barrier
$1,000 x (360 / 1,200) = $300
barrier level)
level)
Example 5:
480 (be low the
630 (be low the barrier
$1,000 x (630 / 2,100) = $300
barrier level)
level)

In example 1, the final index values of both the RTY Index and SPX 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 SPX
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 SPX 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 SPX 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.

September 2015
Page 8

Contingent Income Securities due September 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 S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

http://www.sec.gov/Archives/edgar/data/895421/000095010315007729/dp60056_424b2-ps517.htm[9/29/2015 3:44:47 PM]

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and
other risks, you should read the section entitled "Risk Factors" in the accompanying prospectus supplement, index supplement and
prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your
investment in the securities.

The securities do not guarantee the return of any principal. The terms of the securities differ from those of
ordinary debt securities in that they do not guarantee the repayment of principal. If the final index value of either underlying
index is less than its 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.

After the first 5 years, the securities do not provide for regular interest payments. The terms of the securities
differ from those of ordinary debt securities in that they do not provide for the regular payment of interest after the first 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.

You are exposed to the price risk of both underlying indices, w ith respect to both the contingent
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.

Because the securities are linked to the performance of the w orst performing underlying index, you are
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.

The contingent monthly coupon, if any, is based only on the value of each underlying index on the
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

September 2015
Page 9

http://www.sec.gov/Archives/edgar/data/895421/000095010315007729/dp60056_424b2-ps517.htm[9/29/2015 3:44:47 PM]

Contingent Income Securities due September 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 S& P 5 0 0 ® I nde x
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.

Investors w ill not participate in any appreciation in either underlying index. 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.

The securities are linked to the Russell 2000® Index and are subject to risks associated w ith small-
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 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.

The market price w ill be influenced by many unpredictable factors. 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,

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
http://www.sec.gov/Archives/edgar/data/895421/000095010315007729/dp60056_424b2-ps517.htm[9/29/2015 3:44:47 PM]

Document Outline

#1">
- #1">