Obbligazione Morgan Stanleigh 0% ( US61764M1826 ) in USD

Emittente Morgan Stanleigh
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US61764M1826 ( in USD )
Tasso d'interesse 0%
Scadenza 31/12/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley US61764M1826 in USD 0%, scaduta


Importo minimo 10 USD
Importo totale 8 475 000 USD
Cusip 61764M182
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata 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 US61764M1826, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/12/2024







424B2 1 dp52192_424b2-ps28.htm PRICING SUPPLEMENT NO. 28
CALCULATION OF REGISTRATION FEE



Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Trigger Performance Securities due 2024

$8,475,000

$984.80

Pricing Supplement No. 28
Registration Statement No. 333-200365
Dated December 26, 2014
Filed Pursuant to Rule 424(b)(2)

Morgan Stanley $8,475,000 Trigger Performance Securities
Linked to the S&P 500® Index due December 31, 2024
Principal at Risk Securities
I nve st m e nt De sc ript ion
These Trigger Performance Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan Stanley with returns
linked to the performance of the S&P 500® Index (the "Index"). If the Index Return is greater than zero, Morgan Stanley will pay the Principal
Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied by (ii) the Index Return multiplied by (iii) the Participation
Rate of 157.15%. If the Index Return is less than or equal to zero, Morgan Stanley will either pay the full Principal Amount at maturity, or, if the
Final Level is less than the Trigger Level, Morgan Stanley will pay less than the full Principal Amount at maturity, if anything, resulting in a loss of
principal that is proportionate to the negative Index Return. These long-dated Securities are for investors who seek an equity index-based return
and who are willing to risk a loss on their principal and forgo current income in exchange for the Participation Rate feature and the contingent
repayment of principal, which applies only if the Final Level is not less than the Trigger Level, each as applicable at maturity. I nve st ing in t he
Se c urit ie s involve s signific a nt risk s. Y ou w ill not re c e ive int e re st or divide nd pa ym e nt s during t he t e rm of t he
Se c urit ie s. Y ou m a y lose som e or a ll of your Princ ipa l Am ount . T he c ont inge nt re pa ym e nt of princ ipa l a pplie s only if
you hold t he Se c urit ie s t o m a t urit y.
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.
Fe a t ure s

K e y Da t e s
Participation in Positive Index Returns: If the Index

Trade Date
December 26, 2014
Return is greater than zero, Morgan Stanley will pay the Principal
Settlement Date
December 31, 2014
Amount at maturity plus pay a return equal to the Index Return
Final Valuation Date*
December 24, 2024
multiplied by the Participation Rate. If the Index Return is less than
Maturity Date*
December 31, 2024
zero, investors may be exposed to the negative Index Return at


maturity.
*Subject to postponement in the event of a Market Disruption Event
Contingent Repayment of Principal at Maturity: If the
or for non-Index Business Days. See "Postponement of Final
Index Return is equal to or less than zero and the Final Level is not
Valuation Date and Maturity Date" under "Additional Terms of the
less than the Trigger Level, Morgan Stanley will pay the Principal
Securities."
Amount at maturity. However, if the Final Level is less than the

Trigger Level, Morgan Stanley will pay less than the full Principal

Amount, if anything, resulting in a loss of principal that is

proportionate to the negative Index Return. The contingent
repayment of principal applies only if you hold the Securities to
maturity. Any payment on the Securities, including any repayment
of principal, is subject to the creditworthiness of Morgan Stanley.
T H E SECU RI T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT I N ST RU M EN T S. T H E T ERM S OF T H E
SECU RI T I ES M AY N OT OBLI GAT E M ORGAN ST AN LEY T O REPAY T H E FU LL PRI N CI PAL AM OU N T OF T H E SECU RI T I ES.
T H E SECU RI T I ES CAN H AV E DOWN SI DE M ARK ET RI SK SI M I LAR T O T H E I N DEX , WH I CH CAN RESU LT I N A LOSS OF
SOM E OR ALL OF Y OU R I N V EST M EN T AT M AT U RI T Y . T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E CREDI T RI SK
I N H EREN T I N PU RCH ASI N G A DEBT OBLI GAT I ON OF M ORGAN ST AN LEY . Y OU SH OU LD N OT PU RCH ASE T H E
SECU RI T I ES I F Y OU DO N OT U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S I N V OLV ED I N
I N V EST I N G I N T H E SECU RI T I ES. T H E SECU RI T I ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES EX CH AN GE.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER ``K EY RI SK S'' BEGI N N I N G ON PAGE 5 OF T H I S
PRI CI N G SU PPLEM EN T I N CON N ECT I ON WI T H Y OU R PU RCH ASE OF T H E SECU RI T I ES. EV EN T S RELAT I N G T O AN Y OF
T H OSE RI SK S, OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT T H E M ARK ET V ALU E OF, AN D
T H E RET U RN ON , Y OU R SECU RI T I ES.
Se c urit y Offe ring
Morgan Stanley is offering Trigger Performance Securities linked to the S&P 500® Index. The Securities are not subject to a predetermined
http://www.sec.gov/Archives/edgar/data/895421/000095010314009131/dp52192_424b2-ps28.htm[12/30/2014 4:27:37 PM]


maximum gain and, accordingly, any return at maturity will be determined by the performance of the Index. The Securities are offered at a minimum
investment of 100 Securities at the Price to Public listed below.
I nde x
I nit ia l Le ve l
Pa rt ic ipa t ion Ra t e
T rigge r Le ve l
CU SI P
I SI N
1,044.39, which is
S&P 500® Index
2,088.77
157.15%
approximately 50% of
61764M182
US61764M1826
the Initial Level
Se e "Addit iona l I nform a t ion a bout M orga n St a nle y a nd t he Se c urit ie s" on pa ge 2 . T he Se c urit ie s w ill ha ve t he t e rm s
se t fort h in t he a c c om pa nying prospe c t us, prospe c t us supple m e nt a nd inde x supple m e nt a nd t his pric ing supple m e nt .
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or passed upon
the adequacy or accuracy of this pricing supplement or the accompanying prospectus supplement, index supplement and prospectus. 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.
Est im a t e d va lue on t he T ra de Da t e
$9.164 per Security. See "Additional Information about Morgan Stanley and the Securities" on
page 2.
Proc e e ds t o M orga n

Pric e t o Public
U nde rw rit ing Disc ount (1)
St a nle y (2)
Per Security
$10.00
$0.50
$9.50
Total
$8,475,000
$423,750
$8,051,250
(1) UBS Financial Services Inc., acting as dealer, will receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $0.50 for
each Security it sells. For more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 20 of this pricing
supplement.
(2) See "Use of Proceeds and Hedging" on page 19.

The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Supplemental Plan of Distribution; Conflicts of
Interest" on page 20 of this pricing supplement.

Morgan Stanley
UBS Financial Services Inc.







Addit iona l I nform a t ion a bout M orga n St a nle y a nd t he Se c urit ie s

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement and an index supplement)
with the SEC for the offering to which this communication relates. In connection with your investment, you should read the prospectus in that
registration statement, the prospectus supplement, the index supplement and any other documents relating to this offering that Morgan Stanley has
filed with the SEC for more complete information about Morgan Stanley and this offering. You may get these documents for free by visiting EDGAR
on the SEC website at.www.sec.gov. Alternatively, Morgan Stanley, any underwriter or any dealer participating in this offering will arrange to send
you the prospectus, the prospectus supplement and the index supplement if you so request by calling toll-free 1-(800)-584-6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website at.www.sec.gov as follows:


Prospectus supplement dated November 19, 2014:

http://www.sec.gov/Archives/edgar/data/895421/000095010314008172/dp51153_424b2-seriesf.htm


Index supplement dated November 19, 2014:

http://www.sec.gov/Archives/edgar/data/895421/000095010314008192/dp51025_424b2-uis.htm


Prospectus dated November 19, 2014:

http://www.sec.gov/Archives/edgar/data/895421/000095010314008169/dp51151_424b2-base.htm

References to "Morgan Stanley," "we," "our" and "us" refer to Morgan Stanley. In this document, the "Securities" refers to the Trigger Performance
Securities that are offered hereby. Also, references to the accompanying "prospectus", "prospectus supplement" and "index supplement" mean the
Morgan Stanley prospectus dated November 19, 2014, the Morgan Stanley prospectus supplement dated November 19, 2014 and the Morgan
Stanley index supplement dated November 19, 2014, respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying prospectus
supplement, index supplement and prospectus. We have not authorized anyone to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You should not assume that the information in this pricing supplement or the
http://www.sec.gov/Archives/edgar/data/895421/000095010314009131/dp52192_424b2-ps28.htm[12/30/2014 4:27:37 PM]


accompanying prospectus supplement, index supplement and prospectus is accurate as of any date other than the date on the front of this
document.

If the terms discussed in this pricing supplement differ from those discussed in the prospectus supplement, index supplement or prospectus, the
terms contained in this pricing supplement will control.

The Issue Price of each Security is $10. 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 Trade Date is less than $10. We estimate that the value of each
Security on the Trade Date is $9.164.

What goes into the estimated value on the Trade Date?

In valuing the Securities on the Trade Date, we take into account that the Securities comprise both a debt component and a performance-based
component linked to the Index. The estimated value of the Securities is determined using our own pricing and valuation models, market inputs and
assumptions relating to the Index, instruments based on the Index, 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 Participation Rate and the Trigger Level, 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 Trade 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
Index, may vary from, and be lower than, the estimated value on the Trade 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 17 months following the Settlement 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 Index, 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.



2


I nve st or Suit a bilit y
T he Se c urit ie s m a y be suit a ble for you if:

T he Se c urit ie s m a y not be suit a ble for you if:


¨You fully understand the risks inherent in an investment in
¨You do not fully understand the risks inherent in an
the Securities, including the risk of loss of your entire initial
investment in the Securities, including the risk of loss of
investment.
your entire initial investment.


¨You can tolerate a loss of all or a substantial portion of your
¨You cannot tolerate a loss of all or a substantial portion of
Principal Amount and are willing to make an investment that
your Principal Amount, and you are not willing to make an
may have the same downside market risk as the Index.
investment that may have the same downside market risk

as the Index.
¨You are willing to hold the Securities to maturity, as set

forth on the cover of this pricing supplement, and accept
¨You require an investment designed to provide a full return
that there may be little or no secondary market for the
of principal at maturity.
Securities.


¨You are unable or unwilling to hold the Securities to
¨You believe the Index will appreciate over the term of the
maturity, as set forth on the cover of this pricing
Securities and you are willing to invest in the Securities
supplement, or you seek an investment for which there
http://www.sec.gov/Archives/edgar/data/895421/000095010314009131/dp52192_424b2-ps28.htm[12/30/2014 4:27:37 PM]


based on the Participation Rate of 157.15%.
will be an active secondary market.


¨You can tolerate fluctuations of the price of the Securities
¨You believe that the level of the Index will decline during
prior to maturity that may be similar to or exceed the
the term of the Securities and is likely to close below the
downside fluctuations in the level of the Index.
Trigger Level on the Final Valuation Date.


¨You do not seek current income from your investment and
¨You are unwilling to invest in the Securities based on the
are willing to forgo dividends paid on the stocks included in
Participation Rate of 157.15%.
the Index.


¨You prefer the lower risk, and, therefore, accept the
¨You are willing to assume the credit risk of Morgan Stanley,
potentially lower returns, of conventional debt securities
as issuer of the Securities, and understand that if Morgan
with comparable maturities issued by Morgan Stanley or
Stanley defaults on its obligations you may not receive any
another issuer with a similar credit rating.
amounts due to you including any repayment of principal.

¨You seek current income from your investment or prefer to
receive the dividends paid on the stocks included in the
Index.

¨You are not willing or are unable to assume the credit risk
associated with Morgan Stanley, as issuer of the
Securities, for any payment on the Securities, including
any repayment of principal.
T he inve st or suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he Se c urit ie s a re
a suit a ble inve st m e nt for you w ill de pe nd on your individua l c irc um st a nc e s, a nd you should re a c h a n
inve st m e nt de c ision only a ft e r you a nd your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvisors ha ve
c a re fully c onside re d t he suit a bilit y of a n inve st m e nt in t he Se c urit ie s in light of your pa rt ic ula r c irc um st a nc e s.
Y ou should a lso re vie w "K e y Risk s" on pa ge 5 of t his pric ing supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge
5 of t he a c c om pa nying prospe c t us for risk s re la t e d t o a n inve st m e nt in t he Se c urit ie s.



3


Fina l T e rm s

I nve st m e nt T im e line
Issuer
Morgan Stanley
Issue Price (per
$10.00 per Security
Security)
Principal Amount
$10.00 per Security
Term
10 years
Index
S&P 500® Index
Trigger Level
1,044.39, which is approximately 50% of the Initial
Level.
Participation Rate
157.15%
Payment at Maturity
I f t he I nde x Re t urn is gre a t e r t ha n ze ro ,
(per Security)
Morgan Stanley will pay you an amount calculated
as follows:

$10 + [$10 × (Index Return × Participation
Rate)]

I f t he I nde x Re t urn is le ss t ha n or e qua l
t o ze ro a nd t he Fina l Le ve l is gre a t e r t ha n
or e qua l t o t he T rigge r Le ve l, Morgan
Stanley will pay you a cash payment of:

http://www.sec.gov/Archives/edgar/data/895421/000095010314009131/dp52192_424b2-ps28.htm[12/30/2014 4:27:37 PM]


$10 per Security

I f t he Fina l Le ve l is le ss t ha n t he T rigge r
Le ve l, Morgan Stanley will pay you an amount
calculated as follows:

$10 + ($10 × Index Return)

I n t his c a se , you c ould lose up t o a ll of
your Princ ipa l Am ount in a n a m ount
proport iona t e t o t he ne ga t ive I nde x
Re t urn.
Index Return
Final Level ­ Initial Level

Initial Level
Initial Level
2,088.77, which is the Closing Level of the Index on
the Trade Date.
Final Level
The Closing Level of the Index on the Final
Valuation Date.
Final Valuation Date
December 24, 2024, subject to postponement in the
event of a Market Disruption Event or for non-Index
Business Days.
CUSIP / ISIN
61764M182 / US61764M1826
Calculation Agent
Morgan Stanley & Co. LLC



I N V EST I N G I N T H E SECU RI T I ES I N V OLV ES SI GN I FI CAN T RI SK S. Y OU M AY LOSE Y OU R EN T I RE PRI N CI PAL
AM OU N T . AN Y PAY M EN T ON T H E SECU RI T I ES I S SU BJ ECT T O T H E CREDI T WORT H I N ESS OF M ORGAN
ST AN LEY . I F M ORGAN ST AN LEY WERE T O DEFAU LT ON I T S PAY M EN T OBLI GAT I ON S, Y OU M AY N OT
RECEI V E AN Y AM OU N T S OWED T O Y OU U N DER T H E SECU RI T I ES AN D Y OU COU LD LOSE Y OU R EN T I RE
I N V EST M EN T .



4


http://www.sec.gov/Archives/edgar/data/895421/000095010314009131/dp52192_424b2-ps28.htm[12/30/2014 4:27:37 PM]



K e y Risk s
An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized here, but we
urge you to also read the "Risk Factors" section of the accompanying prospectus. You should also consult 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 a ny re t urn of princ ipa l ­ The terms of the Securities differ from those of ordinary
debt securities in that Morgan Stanley is not necessarily obligated to repay any of the Principal Amount at maturity. If the Final
Level is less than the Trigger Level (which is 50% of the Initial Level), you will be exposed to the full negative Index Return and
the payout owed at maturity by Morgan Stanley will be an amount in cash that is at least 50% less than the $10 Principal
Amount of each Security, resulting in a loss proportionate to the decrease in the value of the Index from the Initial Level to the
Final Level. There is no minimum payment at maturity on the Securities, and, accordingly, you could lose all of your Principal
Amount in the Securities.

¨
Y ou m a y inc ur a loss on your inve st m e nt if you se ll your Se c urit ie s prior t o m a t urit y ­ The Trigger Level is
observed on the Final Valuation Date and the contingent repayment of principal applies only at maturity. If you are able to sell
your Securities in the secondary market prior to maturity, you may have to sell them at a loss relative to your initial investment
even if the Closing Level of the Index is above the Trigger Level at that time.

¨
T he Pa rt ic ipa t ion Ra t e a pplie s only if you hold t he Se c urit ie s t o m a t urit y ­ You should be willing to hold your
Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, the price you receive will
likely not reflect the full economic value of the Participation Rate or the Securities themselves, and the return you realize may be
less than the Index's return even if such return is positive. You can receive the full benefit of the Participation Rate from Morgan
Stanley only if you hold your Securities to maturity.

¨
T he Se c urit ie s a re subje c t t o t he c re dit risk of M orga n St a nle y, a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o
it s c re dit ra t ings or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he Se c urit ie s ­ You are
dependent on Morgan Stanley's ability to pay all amounts due on the Securities at maturity, if any, and therefore you are subject
to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations under the Securities, your investment would be
at risk and you could lose some or all of your investment. As a result, the market value of the Securities prior to maturity will be
affected by changes in the market's view of Morgan Stanley's creditworthiness. Any actual or anticipated decline in Morgan
Stanley's credit ratings or increase in the credit spreads charged by the market for taking Morgan Stanley credit risk is likely to
adversely affect the market value of the Securities.

¨
T he Se c urit ie s do not pa y int e re st ­ Morgan Stanley will not pay any interest with respect to the Securities over the term
of the Securities.

¨
T he m a rk e t pric e of t he Se c urit ie s m a y be influe nc e d by m a ny unpre dic t a ble fa c t ors ­ Several factors, many
of which are beyond our control, will influence the value of the Securities in the secondary market and the price at which MS &
Co. may be willing to purchase or sell the Securities in the secondary market (if at all), including:


o
the value of the Index at any time,


o
the volatility (frequency and magnitude of changes in value) of the Index,


o
interest and yield rates in the market,


o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Index or stock markets
generally and which may affect the Initial Level and/or the Final Level,


o
the time remaining until the Securities mature, 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 are able to sell your Securities prior to
maturity. Generally, the longer the time remaining to maturity, the more the market price of the Securities will be affected by the
other factors described above. For example, you may have to sell your Securities at a substantial discount from the principal
amount of $10 per Security if the value of the Index at the time of sale is at or below or moderately above its Initial Level, and
especially if it is near or below the Trigger Level, or if market interest rates rise. You cannot predict the future performance of the
Index based on its historical performance.
http://www.sec.gov/Archives/edgar/data/895421/000095010314009131/dp52192_424b2-ps28.htm[12/30/2014 4:27:37 PM]



¨
T he a m ount pa ya ble on t he Se c urit ie s is not link e d t o t he le ve l of t he I nde x a t a ny t im e ot he r t ha n t he
Fina l V a lua t ion Da t e ­ The Final Level will be based on the Closing Level of the Index on the Final Valuation Date, subject
to postponement for non-Index Business Days and certain Market Disruption Events. Even if the level of the Index appreciates
prior to the Final Valuation Date but then drops by the Final Valuation Date, the Payment at Maturity may be significantly less
than it would have been had the Payment at Maturity been linked to the level of the Index prior to such drop. Although the actual
level of the Index on the stated Maturity Date or at other times during the term of the Securities may be higher than the Final
Level, the Payment at Maturity will be based solely on the Closing Level of the Index on the Final Valuation Date as compared to
the Initial Level.



5



¨
I nve st ing in t he Se c urit ie s is not e quiva le nt t o inve st ing in t he I nde x or t he st oc k s c om posing t he I nde x ­
Investing in the Securities is not equivalent to investing in the Index or the stocks that constitute the Index. Investors in the
Securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the
stocks that constitute the Index. Additionally, the Index is not a "total return" index, which, in addition to reflecting the market
prices of the stocks that constitute the Index, would also reflect dividends paid on such stocks. The return on the Securities will
not include such a total return feature.

¨
T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he Se c urit ie s in
t he I ssue Pric e re duc e t he e c onom ic t e rm s of t he Se c urit ie s, c a use t he e st im a t e d va lue of t he Se c urit ie s
t o be le ss t ha n t he I ssue Pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s ­ Assuming no change in
market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to
purchase the Securities in secondary market transactions will likely be significantly lower than the Issue Price, because
secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the Issue
Price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-
offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the Securities in the Issue Price and the lower rate we are
willing to pay as issuer make the economic terms of the Securities less favorable to you than they otherwise would be.


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 17 months following the Settlement 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 Index, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those
higher values will also be reflected in your brokerage account statements.

¨
T he e st im a t e d va lue of t he Se c urit ie s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls,
w hic h m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e
­ These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of securities, our models may yield a higher estimated value of the Securities than those generated by others,
including other dealers in the market, if they attempted to value the Securities. In addition, the estimated value on the Trade
Date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
Securities in the secondary market (if any exists) at any time. The value of your Securities at any time after the date of this
pricing supplement will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions. See also "The market price of the Securities may be influenced by many unpredictable factors"
above.

¨
Adjust m e nt s t o t he I nde x c ould a dve rse ly a ffe c t t he va lue of t he Se c urit ie s ­ The index publisher of the Index is
responsible for calculating and maintaining the Index. The index publisher may add, delete or substitute the stocks constituting
the Index or make other methodological changes required by certain corporate events relating to the stocks constituting the
Index, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary dividends, that could change the value of
http://www.sec.gov/Archives/edgar/data/895421/000095010314009131/dp52192_424b2-ps28.htm[12/30/2014 4:27:37 PM]


the Index. The index publisher may discontinue or suspend calculation or publication of the Index at any time. In these
circumstances, the Calculation Agent will have the sole discretion to substitute a Successor Index that is comparable to the
discontinued Index, and is permitted to consider indices that are calculated and published by the Calculation Agent or any of its
affiliates. Any of these actions could adversely affect the value of the Index and, consequently, the value of the Securities.

¨
T he Se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d ­ The
Securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Securities.
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. When it does make a market, it will generally do so for transactions of routine secondary market size at
prices based on its estimate of the current value of the Securities, taking into account its bid/offer spread, our credit spreads,
market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to
maturity and the likelihood that it will be able to resell the Securities. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the Securities easily. Since other broker-dealers may not participate significantly in
the secondary market for the Securities, the price at which you may be able to trade your Securities is likely to depend on the
price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the Securities,
it is likely that there would be no secondary market for the Securities. Accordingly, you should be willing to hold your Securities to
maturity.

¨
H e dging a nd t ra ding a c t ivit y by our subsidia rie s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he
Se c urit ie s ­ One or more of our subsidiaries and/or third-party dealers have carried out, and will continue to carry out, hedging
activities related to the Securities, including trading in the constituent stocks of the Index, in futures or options contracts on the
Index or the constituent stocks of the Index, as well as in other instruments related to the Index. MS & Co. and some of our
other subsidiaries also trade the constituent stocks of the Index, in futures or options contracts on the constituent stocks of the
Index, as well as in other instruments related to the Index, on a regular basis as part of their general broker-dealer and other




6




businesses. Any of these hedging or trading activities on or prior to the Trade Date could have increased the Initial Level of the
Index, and, therefore, could have increased the Trigger Level, which is the level at or above which the Index must close on the
Final Valuation Date so that investors do not suffer a significant loss on their initial investment in the Securities. Additionally,
such hedging or trading activities during the term of the Securities, including on the Final Valuation Date, could adversely affect
the Closing Level of the Index on the Final Valuation Date, and, accordingly, the amount of cash payable at maturity, if any.

¨
Pot e nt ia l c onflic t of int e re st ­ As Calculation Agent, MS & Co. has determined the Initial Level, the Trigger Level and the
Participation Rate, will determine the Final Level and whether any Market Disruption Event has occurred, and will calculate the
amount payable at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as Calculation Agent,
may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of
Market Disruption Events and the selection of a Successor Index or calculation of the Final Level in the event of a discontinuance
of the Index or a Market Disruption Event. These potentially subjective determinations may adversely affect the payout to you at
maturity, if any. For further information regarding these types of determinations, see "Additional Terms of the Securities--
Postponement of Final Valuation Date and Maturity Date," "--Discontinuance of the Index; Alteration of Method of Calculation"
and "--Calculation Agent and Calculations" below. In addition, MS & Co. has determined the estimated value of the Securities
on the Trade Date.

¨
Pot e nt ia lly inc onsist e nt re se a rc h, opinions or re c om m e nda t ions by M orga n St a nle y, U BS or our or t he ir
re spe c t ive a ffilia t e s ­ Morgan Stanley, UBS and our or their respective affiliates may publish research from time to time on
financial markets and other matters that may influence the value of the Securities, or express opinions or provide
recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations
expressed by Morgan Stanley, UBS or our or their respective affiliates may not be consistent with each other and may be
modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in
the Securities and the Index to which the Securities are linked.

¨
U nc e rt a in T a x T re a t m e nt ­ Please note that the discussions in this pricing supplement concerning the U.S. federal income
tax consequences of an investment in the Securities supersede the discussions contained in the accompanying prospectus
supplement. Subject to the discussion under "What Are the Tax Consequences of the Securities" in this pricing supplement,
http://www.sec.gov/Archives/edgar/data/895421/000095010314009131/dp52192_424b2-ps28.htm[12/30/2014 4:27:37 PM]


although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the Securities due to the
lack of governing authority, in the opinion of our counsel, Davis Polk & Wardwell LLP ("our counsel"), under current law, and
based on current market conditions, each Security should be treated as a single financial contract that is an "open transaction"
for U.S. federal income tax purposes.

If the Internal Revenue Service (the "IRS") were successful in asserting an alternative treatment for the Securities, the timing and
character of income on the Securities might differ significantly. For example, under one possible treatment, the IRS could seek to
recharacterize the Securities as debt instruments. In that event, U.S. Holders would be required to accrue into income original
issue discount on the Securities every year at a "comparable yield" determined at the time of issuance and recognize all income
and gain in respect of the Securities as ordinary income. Because a Security provides for the return of principal except where the
Final Level is below the Trigger Level, the risk that a Security would be recharacterized, for U.S. federal income tax purposes, as
a debt instrument is higher than with other equity-linked securities that do not contain similar provisions. We do not plan to
request a ruling from the IRS regarding the tax treatment of the Securities, and the IRS or a court may not agree with the tax
treatment described in this pricing supplement. Please read carefully the discussion under "What Are the Tax Consequences of
the Securities" in this pricing supplement concerning the U.S. federal income tax consequences of an investment in the
Securities.


In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders of
these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics,
including the character of income or loss with respect to these instruments; whether short-term instruments should be subject to
any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the
underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals)
realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to
the "constructive ownership" rule, which very generally can operate to recharacterize certain long-term capital gain as ordinary
income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates,
any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect
the tax consequences of an investment in the Securities, possibly with retroactive effect.


Bot h U .S. a nd N on -U .S. H olde rs should re a d c a re fully t he disc ussion unde r "Wha t Are t he T a x
Conse que nc e s of t he Se c urit ie s" in t his pric ing supple m e nt a nd c onsult t he ir t a x a dvise rs re ga rding a ll
a spe c t s of t he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he Se c urit ie s a s w e ll a s a ny t a x
c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or fore ign t a x ing jurisdic t ion.



7

Sc e na rio Ana lysis a nd Ex a m ple s a t M a t urit y
The below scenario analysis and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be
representative of every possible scenario concerning increases or decreases in the level of the Index relative to the Initial Level. We
cannot predict the Final Level on the Final Valuation Date. You should not take the scenario analysis and these examples as an
indication or assurance of the expected performance of the Index. The numbers appearing in the examples below have been rounded
for ease of analysis. The following scenario analysis and examples illustrate the payment at maturity for a $10.00 security on a
hypothetical offering of the Securities and reflect the Participation Rate of 157.15% and the following terms*:

Investment term:
10 years
Hypothetical Initial Level:
1,850
Hypothetical Trigger Level:
925 (50% of the hypothetical Initial Level)
Participation Rate:
157.15%

* The actual Initial Level and Trigger Level are specified on the cover of this pricing supplement.

Ex a m ple 1 -- T he le ve l of t he I nde x increases from a n I nit ia l Le ve l of 1 ,8 5 0 t o a Fina l Le ve l of 2 ,0 3 5 . The Index
Return is greater than zero and expressed as a formula:

http://www.sec.gov/Archives/edgar/data/895421/000095010314009131/dp52192_424b2-ps28.htm[12/30/2014 4:27:37 PM]


Index Return = (2,035 - 1,850) / 1,850 = 10.00%

Payment at Maturity = $10 + [$10 × (10.00% × 157.15%)] = $11.5715

Because the Index Return is equal to 10.00%, the Payment at Maturity is equal to $11.5715 per $10.00 Principal Amount of Securities,
resulting in a total return on the Securities of 15.715%.

Ex a m ple 2 -- T he Fina l Le ve l is e qua l t o t he I nit ia l Le ve l of 1 ,8 5 0 . The Index Return is zero and expressed as a formula:

Index Return = (1,850 ­ 1,850) / 1,850 = 0.00%

Payment at Maturity = $10.00

Because the Index Return is zero, the Payment at Maturity per Security is equal to the original $10.00 Principal Amount per Security,
resulting in a zero percent return on the Securities.

Ex a m ple 3 -- T he le ve l of t he I nde x decreases from a n I nit ia l Le ve l of 1 ,8 5 0 t o a Fina l Le ve l of 1 ,2 9 5 . The Index
Return is negative and expressed as a formula:

Index Return = (1,295 - 1,850) / 1,850 = -30.00%

Payment at Maturity = $10.00

Because the Index Return is less than zero, but the Final Level is greater than or equal to the Trigger Level on the Final Valuation
Date, Morgan Stanley will pay you a Payment at Maturity equal to $10.00 per $10.00 Principal Amount of Securities, resulting in a
zero percent return on the Securities.

Ex a m ple 4 -- T he le ve l of t he I nde x decreases from a n I nit ia l Le ve l of 1 ,8 5 0 t o a Fina l Le ve l of 7 4 0 . The Index
Return is negative and expressed as a formula:

Index Return = (740 - 1,850) / 1,850 = -60.00%

Payment at Maturity = $10 + ($10 × -60.00%) = $4.00

Because the Index Return is less than zero and the Final Level is below the Trigger Level on the Final Valuation Date, the Securities
will be fully exposed to any decline in the level of the Index on the Final Valuation Date. Therefore, the Payment at Maturity is equal
to $4.00 per $10.00 Principal Amount of Securities, resulting in a total loss on the Securities of 60.00%.

If the Final Level is below the Trigger Level on the Final Valuation Date, the Securities will be fully exposed to any decline in
the Index, and you will lose a significant portion or all of your Principal Amount at maturity.



8



Scenario Analysis ­ Hypothetical Payment at Maturity for each $10.00 Principal Amount of Securities.

Performance of the Index*
Performance of the Securities
Return on Securities
Final Level
Index Return
Participation Rate
Payment at Maturity
Purchased at $10.00(1)
3,700.00
100.00%
157.15%
25.7150
157.150%
3,515.00
90.00%
157.15%
24.1435
141.435%
3,330.00
80.00%
157.15%
22.5720
125.720%
3,145.00
70.00%
157.15%
21.0005
110.005%
2,960.00
60.00%
157.15%
19.4290
94.290%
2,775.00
50.00%
157.15%
17.8575
78.575%
2,590.00
40.00%
157.15%
16.2860
62.860%
http://www.sec.gov/Archives/edgar/data/895421/000095010314009131/dp52192_424b2-ps28.htm[12/30/2014 4:27:37 PM]


Document Outline