Obbligazione Morgan Stanleigh 6.05% ( US61761JSJ96 ) in USD

Morgan Stanleigh

100 USD ⇌

Stati Uniti

US61761JSJ96 ( in USD )

6.05% per anno ( pagato 2 volte l'anno)

29/08/2029

Prospetto opuscolo dell'obbligazione Morgan Stanley US61761JSJ96 en USD 6.05%, scadenza 29/08/2029

1 000 USD

1 726 000 USD

61761JSJ9

N/A

01/09/2025 ( In 57 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 US61761JSJ96, pays a coupon of 6.05% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 29/08/2029

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JSJ96, was rated NR by Moody's credit rating agency.

Page 1 of 51
424B2 1 dp48999_424b2-ps1542.htm PRICING SUPPLEMENT NO. 1542
CALCULATION OF REGISTRATION FEE
Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Contingent Income Securities due 2029
$1,726,000
$222.31
August 2014
Pricing Supplement No. 1,542
Registration Statement No. 333-178081
Dated August 26, 2014
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Securities due August 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities
The securities are unsecured obligations of Morgan Stanley and have the terms described in the accompanying prospectus supplement, index
supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do
not provide for the regular payment of interest after the first 6 years. For the first 6 years, the securities will pay a fixed monthly coupon at the rate
specified below. Thereafter, the securities will pay a contingent monthly coupon but only if the index closing value of each of the Russell 2000®
Index and the EURO STOXX 50® Index on the related observation date is at or above 50% of its respective initial index value, which we refer
to as the barrier level. If the index closing value of either underlying index is less than the barrier level for such index on any observation date
after the first 6 years, we will pay no interest for the related interest period. At maturity, if the final index value of each underlying index is greater
than or equal to the barrier level of 50% of the respective initial index value, the payment at maturity will be the stated principal amount and the
related contingent monthly coupon. If, however, the final index value of either underlying index is less than its barrier level, investors will be
exposed to the decline in the worst performing underlying index on a 1 to 1 basis and will receive a payment at maturity that is less than 50% of th
stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of
losing their entire initial investment based on the performance of either index and also the risk of not receiving any monthly coupons
after the first 6 years. Investors will not participate in any appreciation of either underlying index. Because payments on the securities are
based on the worst performing of the underlying indices, a decline beyond the respective barrier level of either underlying index will result in few o
no contingent monthly coupons after the first 6 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 6 years
if either underlying index closes below the barrier level for such index on the observation dates. The securities are notes issued as part of
Morgan Stanley's Series F Global Medium-Term Notes program.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you could lose some or all o
your investment. These securities are not secured obligations and you will not have any security interest in, or otherwise have any
access to, any underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying indices:
Russell 2000® Index (the "RTY Index") and EURO STOXX 50® Index (the "SX5E Index")
Aggregate principal amount:
$1,726,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security (see "Commissions and issue price" below)
Pricing date:
August 26, 2014
Original issue date:
August 29, 2014 (3 business days after the pricing date)
Maturity date:
August 29, 2029
Monthly coupon:
Years 1-6: On all coupon payment dates through August 2020, a fixed coupon at an annual rate of 6.05%
(corresponding to approximately $5.0417 per month per security) is paid monthly.
Years 7-15: Beginning with the September 2020 coupon payment date, a contingent coupon at an annual
rate of 6.05% (corresponding to approximately $5.0417 per month per security) is paid monthly but only if
the closing value of each underlying index is at or above its respective barrier level on the related
observation date.
If, on any observation date in years 7-15, the closing value of either underlying index is less than
the barrier level for such index, we will pay no coupon for the applicable interest period. It is
possible that one or both underlying indices will remain below the respective barrier level(s) for
extended periods of time or even throughout years 7-15 so that you will receive few or no
contingent monthly coupons during that period.
Barrier level:
With respect to the RTY Index: 587.585, which is 50% of the initial index value for such index
With respect to the SX5E Index: 1,598.77, which is 50% of the initial index value for such index
Payment at maturity:
http://www.sec.gov/Archives/edgar/data/895421/000095010314006026/dp48999_424b2-p... 8/28/2014

Page 2 of 51
If the final index value of each underlying index is greater than or equal to its respective barrier level: the
stated principal amount and the contingent monthly coupon with respect to the final observation date.
If the final index value of either underlying index is less than its respective barrier level: (i) the stated
principal amount multiplied by (ii) the index performance factor of the worst performing underlying
index. Under these circumstances, the payment at maturity will be less than 50% of the stated principal
amount of the securities and could be zero.
Terms continued on the following page
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley. See
"Supplemental information regarding plan of distribution; conflicts of interest."
Estimated value on the pricing
$919.30 per security. See "Investment Summary" beginning on page 3.
date:
Commissions and issue price:
Price to public(1)
Agent's commissions(2)
Proceeds to issuer(3)
Per security
$1,000
$35
$965
Total
$1,726,000
$60,410
$1,665,590
(1)
The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2)
Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $35 for each
security they sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will receive a sales
commission of $5 per security. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional
information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
(3)
See "Use of proceeds and hedging" on page 25.
The securities involve risks not associated with an investment in ordinary debt securities. See
"Risk Factors" beginning on page 9.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or
determined if this document or the accompanying prospectus supplement, index supplement and prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental
agency, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the related prospectus supplement, index supplement and prospectus, each of which
can be accessed via the hyperlinks below. Please also see "Additional Information About the Securities" at the end of this document.
Prospectus Supplement dated November 21, 2011
Index Supplement dated November 21, 2011
Prospectus dated November 21, 2011
http://www.sec.gov/Archives/edgar/data/895421/000095010314006026/dp48999_424b2-p... 8/28/2014

Page 3 of 51
Contingent Income Securities due August 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities
Terms continued from previous page:
Initial index value:
With respect to the RTY Index: 1,175.170, which is the index closing value of such index on
the pricing date
With respect to the SX5E Index: 3,197.54, which is the index closing value of such index on
the pricing date
Final index value:
With respect to each index, the respective index closing value on the final observation date
Worst performing
The underlying index with the larger percentage decrease from the respective initial index
underlying index:
value to the respective final index value
Index performance Final index value divided by the initial index value
factor:
Coupon payment
Monthly, on the 29th day of each month (or, in the case of February, the last calendar day of
dates:
such month), beginning September 29, 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.
Observation dates:
The third scheduled business day preceding each scheduled coupon payment date,
beginning with the September 29, 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.
CUSIP / ISIN:
61761JSJ9 / US61761JSJ96
Listing:
The securities will not be listed on any securities exchange.
August 2014
Page 2
http://www.sec.gov/Archives/edgar/data/895421/000095010314006026/dp48999_424b2-p... 8/28/2014

Page 4 of 51
Contingent Income Securities due August 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities
Investment Summary
Contingent Income Securities
Principal at Risk Securities
Contingent Income Securities due August 29, 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 6 years. For the first 6 years, the
securities will pay a fixed monthly coupon at the rate specified below. Thereafter, the securities will pay a contingent
monthly coupon but only if the index closing value of each of the Russell 2000® Index and the EURO STOXX
50® Index (which we refer to together as the "underlying indices") is at or above 50% of its respective initial index
value, which we refer to as the barrier level, on the related observation date. If the index closing value of either
underlying index is less than the barrier level for such index on any observation date after the first 6 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 7-15
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 6 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 7-15 only with respect to the observation dates on which
the other underlying index is also at or above the barrier level for such index, if any. At maturity, if the final index
value of each underlying index is greater than or equal to the barrier level of 50% of the respective initial index
value, the payment at maturity will be the stated principal amount and the related contingent monthly coupon. If,
however, the final index value of either underlying index is less than its barrier level, investors will be exposed to the
decline in the worst performing underlying index on a 1 to 1 basis and will receive a payment at maturity that is less
than 50% of the stated principal amount of the securities and could be zero. Accordingly, investors in the
securities must be willing to accept the risk of losing their entire initial investment based on the
performance of either index and also the risk of not receiving any monthly coupons after the first 6 years.
Maturity:
15 years
Monthly
Years 1-6: On all coupon payment dates through August 2020, a fixed coupon at an
coupon:
annual rate of 6.05% (corresponding to approximately $5.0417 per month per security) is
paid monthly.
Years 7-15: Beginning with the September 2020 coupon payment date, a contingent
coupon at an annual rate of 6.05% (corresponding to approximately $5.0417 per month
per security) is paid monthly but only if the closing value of each underlying index is at
or above its respective barrier level on the related observation date.
If, on any observation date in years 7-15, the closing value of either underlying
index is less than the barrier level for such index, we will pay no coupon for the
applicable interest period. It is possible that one or both underlying indices will
remain below the respective barrier level(s) for extended periods of time or even
throughout years 7-15 so that you will receive few or no contingent monthly
coupons during that period.
Payment at
maturity:
http://www.sec.gov/Archives/edgar/data/895421/000095010314006026/dp48999_424b2-p... 8/28/2014

Page 5 of 51
If the final index value of each underlying index is greater than or equal to its respective
barrier level: the stated principal amount and the contingent monthly coupon with respect
to the final observation date.
If the final index value of either underlying index is less than its respective barrier level:
(i) the stated principal amount multiplied by (ii) the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be
less than 50% of the stated principal amount of the securities and could be zero.
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.
August 2014
Page 3
http://www.sec.gov/Archives/edgar/data/895421/000095010314006026/dp48999_424b2-p... 8/28/2014

Page 6 of 51
Contingent Income Securities due August 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities
The original issue price of each security is $1,000. This price includes costs associated with issuing, selling,
structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the
securities on the pricing date is less than $1,000. We estimate that the value of each security on the pricing date is
$919.30.
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.
August 2014
Page 4
http://www.sec.gov/Archives/edgar/data/895421/000095010314006026/dp48999_424b2-p... 8/28/2014

Page 7 of 51
Contingent Income Securities due August 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities
Key Investment Rationale
The securities provide for fixed monthly coupon payments at the rate specified herein for the first 6
years. Thereafter, the securities do not provide for the regular payment of interest and instead will pay a contingent
monthly coupon but only if the index closing value of each underlying index is at or above 50% of its initial index
value, which we refer to as the barrier level, on the related observation date. The following scenarios are for
illustration purposes only to demonstrate how the payment at maturity and monthly coupon is calculated, and do not
attempt to demonstrate every situation that may occur. Accordingly, the contingent monthly coupon may be payable
with respect to none of, or some but not all of, the monthly periods during years 7-15, and the payment at maturity
may be less than 50% of the stated principal amount and could be zero. Investors will not participate in any
appreciation in either underlying index.
Scenario 1: A contingent
This scenario assumes that during years 7-15, each underlying index closes at or
monthly coupon is paid for all above its respective barrier level on every monthly observation date. Investors
interest periods, and investors receive the 6.05% per annum contingent monthly coupon for each interest period
receive principal back at
during the term of the securities. At maturity, each underlying index closes above
maturity, which is the best-
its respective barrier level, and so investors receive the stated principal amount
case scenario.
and the contingent monthly coupon with respect to the final observation date.
Scenario 2: A contingent
This scenario assumes that each underlying index closes at or above its
monthly coupon is paid for
respective barrier level on some monthly observation dates after the first 6 years,
some, but not all, interest
but one or both underlying indices close below the respective barrier level(s) for
periods, and investors receive such index on the others. Investors receive the fixed monthly coupon for the
principal back at maturity.
monthly interest periods during the first 6 years. Investors will receive the
contingent monthly coupon for the monthly interest periods during years 7-15 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.
Scenario 3: No contingent
This scenario assumes that one or both underlying indices close below the
monthly coupon is paid for
respective barrier level(s) on every monthly observation date during years
any interest period during
7-15. Since one or both underlying indices close below the respective barrier level
years 7-15, and investors
(s) on every monthly observation date during years 7-15, investors do not receive
suffer a substantial loss of
any contingent monthly coupon during this period. On the final observation date,
principal at maturity.
one or both underlying indices close below the respective barrier level(s). At
maturity, investors will receive an amount equal to the stated principal amount
multiplied by the index performance factor of the worst performing underlying
index. Under these circumstances, the payment at maturity will be less than 50%
of the stated principal amount and could be zero.
August 2014
Page 5
http://www.sec.gov/Archives/edgar/data/895421/000095010314006026/dp48999_424b2-p... 8/28/2014

Page 8 of 51
Contingent Income Securities due August 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities
Underlying Indices Summary
Russell 2000® Index
The Russell 2000® Index is an index calculated, published and disseminated by Russell Investments, and measures
the composite price performance of stocks of 2,000 companies (the "Russell 2000 Component Stocks") incorporated
in the U.S. and its territories. All 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest
securities that form the Russell 3000® Index. The Russell 3000® Index is composed of the 3,000 largest U.S.
companies as determined by market capitalization and represents approximately 98% of the U.S. equity
market. The Russell 2000® Index consists of the smallest 2,000 companies included in the Russell 3000® Index and
represents a small portion of the total market capitalization of the Russell 3000® Index. The Russell 2000® Index is
designed to track the performance of the small capitalization segment of the U.S. equity market.
Information as of market close on August 26, 2014:
Bloomberg Ticker Symbol:
RTY
Current Index Value:
1,175.170
52 Weeks Ago:
1,038.465
52 Week High (on 3/4/2014):
1,208.651
52 Week Low (on 8/30/2013):
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.
EURO STOXX 50® Index
The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX
Group AG. Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value
of 1,000 at December 31, 1991. The EURO STOXX 50® Index is composed of 50 component stocks of market
sector leaders from within the STOXX 600 Supersector Indices, which includes stocks selected from the
Eurozone. The component stocks have a high degree of liquidity and represent the largest companies across all
market sectors.
Information as of market close on August 26, 2014:
Bloomberg Ticker Symbol:
SX5E
Current Index Value:
3,197.54
52 Weeks Ago:
2,821.45
52 Week High (on 6/19/2014):
3,314.80
52 Week Low (on 8/30/2013):
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.
August 2014
Page 6
http://www.sec.gov/Archives/edgar/data/895421/000095010314006026/dp48999_424b2-p... 8/28/2014

Page 9 of 51
http://www.sec.gov/Archives/edgar/data/895421/000095010314006026/dp48999_424b2-p... 8/28/2014

Page 10 of 51
Contingent Income Securities due August 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities
Hypothetical Examples
The following hypothetical examples illustrate how to determine whether a contingent monthly coupon is paid with
respect to an observation date and how to calculate the payment at maturity. The following examples are for
illustrative purposes only. For the first 6 years, you will receive a fixed monthly coupon at a rate of 6.05% per
annum regardless of the performance of the underlying indices. Whether you receive a contingent monthly coupon
after the first 6 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 1-6: On all coupon payment dates through August 2020, a fixed coupon at an
annual rate of 6.05% (corresponding to approximately $5.0417 per month per
security) is paid monthly.
Years 7-15: Beginning with the September 2020 coupon payment date, a contingent
coupon at an annual rate of 6.05% (corresponding to approximately $5.0417 per
month per security) is paid monthly but only if the closing value of each underlying
index is at or above its respective barrier level on the related observation date.
If, on any observation date in years 7-15, the closing value of either underlying
index is less than the barrier level for such index, we will pay no coupon for
the applicable interest period. It is possible that one or both underlying
indices will remain below the respective barrier level(s) for extended periods
of time or even throughout years 7-15 so that you will receive few or no
contingent monthly coupons during that period.
Payment at Maturity
If the final index value of each underlying index is greater than or equal to its
respective barrier level: the stated principal amount and the contingent monthly
coupon with respect to the final observation date.
If the final index value of either underlying index is less than its respective barrier
level: (i) the stated principal amount multiplied by (ii) the index performance factor of
the worst performing underlying index. Under these circumstances, the payment at
maturity will be less than 50% of the stated principal amount of the securities and
could be zero.
Stated Principal Amount:
$1,000
Hypothetical Initial Index
With respect to the RTY Index: 1,200
Value:
With respect to the SX5E Index: 3,100
Hypothetical Barrier Level:
With respect to the RTY Index: 600, which is 50% of the hypothetical initial index
value for such index
With respect to the SX5E Index: 1,550, which is 50% of the hypothetical initial index
value for such index
* The actual monthly coupon will be an amount determined by the calculation agent based on the number of days in the
applicable payment period, calculated on a 30/360 basis. The hypothetical monthly coupon of $5.0417 is used in these
examples for ease of analysis.
http://www.sec.gov/Archives/edgar/data/895421/000095010314006026/dp48999_424b2-p... 8/28/2014