Obbligazione Morgan Stanley Financial 7% ( US61766BAY74 ) in USD

Emittente Morgan Stanley Financial
Prezzo di mercato refresh price now   100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US61766BAY74 ( in USD )
Tasso d'interesse 7% per anno ( pagato 2 volte l'anno)
Scadenza 18/06/2026



Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61766BAY74 en USD 7%, scadenza 18/06/2026


Importo minimo 1 000 USD
Importo totale 8 701 000 USD
Cusip 61766BAY7
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Coupon successivo 18/06/2026 ( In 77 giorni )
Descrizione dettagliata Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61766BAY74, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 18/06/2026

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61766BAY74, was rated NR by Moody's credit rating agency.







424B2 1 dp66567_424b2-ps945.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 2026

$8,701,000

$876.19


J une 2 0 1 6
Pricing Supplement No. 945
Registration Statement Nos. 333-200365; 333-200365-12
Dated June 15, 2016
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Securities due June 18, 2026
All Pa ym e nt s on t he Se c urit ie s Subje c t t o t he Coupon Ba rrie r a nd Dow nside T hre shold Fe a t ure s Link e d t o
t he S& P 5 0 0 ® I nde x
Fully and Unconditionally Guaranteed by Morgan Stanley
Princ ipa l a t Risk Se c urit ie s
Unlike ordinary debt securities, the Contingent Income Securities due June 18, 2026, All Payments on the Securities Subject to the Coupon Barrier and
Downside Threshold Features Linked to the S&P 500® Index, which we refer to as the securities, do not provide for the regular payment of interest or
guarantee the return of any principal at maturity. Instead, the securities offer the opportunity for investors to earn a contingent quarterly coupon but only if
the index closing value of the S&P 500® Index on the applicable quarterly determination date is greater than or equal to 75% of the initial index value, which
we refer to as the coupon barrier level. If the index closing value is less than the coupon barrier level on any determination date, you will not receive any
contingent quarterly coupon for that quarterly period. As a result, investors must be willing to accept the risk of not receiving any contingent quarterly coupon
during the entire 10-year term of the securities. At maturity, if the final index value is greater than or equal to 50% of the initial index value, which we refer
to as the downside threshold level, investors will receive the stated principal amount of the securities and, if the final index value is also greater than or
equal to the coupon barrier level, the contingent quarterly coupon with respect to the final determination date. However, if the final index value is less than
the downside threshold level, investors will be fully exposed to the decline in the value of the S&P 500® Index over the term of the securities, and the
payment at maturity will be less than 50% of the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors m a y lose up t o
t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. Investors will not participate in any appreciation of the S&P 500® Index. These long-dated
securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losing their principal and
the risk of receiving no contingent quarterly coupon when the S&P 500® Index on the related determination date closes below the coupon barrier level. The
securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The
securities are issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our 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 Finance LLC
Gua ra nt or:
Morgan Stanley
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l
$8,701,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per security
I ssue pric e :
$1,000 per security
Pric ing da t e :
June 15, 2016
Origina l issue da t e :
June 20, 2016 (3 business days after the pricing date)
M a t urit y da t e :
June 18, 2026
Cont inge nt qua rt e rly
· If, on any determination date, the index closing value on such date is greater than or equal to the coupon barrier
c oupon:
level, we will pay a contingent quarterly coupon at an annual rate of 7.00% (corresponding to approximately $17.50 per
quarter per security) on the related contingent coupon payment date.
· If, on any determination date, the index closing value on such date is less than the coupon barrier level, no
contingent quarterly coupon will be paid with respect to that determination date.
Pa ym e nt a t m a t urit y:
· If the final index value is greater than or equal the stated principal amount and, if the final index value is also
t o the downside threshold level:
greater than or equal to the coupon barrier level, the contingent
quarterly coupon with respect to the final determination date

· If the final index value is less than the downside (i) the stated principal amount multiplied by (ii) the index
threshold level:
performance factor
I nde x pe rform a nc e fa c t or:
The final index value divided by the initial index value.
Coupon ba rrie r le ve l:
1,553.625, which is equal to 75% of the initial index value
Dow nside t hre shold le ve l:
1,035.75, which is equal to 50% of the initial index value
I nit ia l inde x va lue :
2,071.50, which is the index closing value of the underlying index on the pricing date
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Fina l inde x va lue :
The index closing value of the underlying index on the final determination date
De t e rm ina t ion da t e s:
Quarterly. See "Determination Dates and Contingent Coupon Payment Dates" below. The determination dates are subject
to postponement due to non-index business days or certain market disruption events. See "Additional Information About
the Securities--Additional Provisions--Postponement of determination dates" below.
Cont inge nt c oupon
Quarterly. See "Determination Dates and Contingent Coupon Payment Dates" and "Additional Information about the
pa ym e nt da t e s:
Securities--Additional Provisions--Postponement of contingent coupon payment dates and maturity date" below.
CU SI P / I SI N :
61766BAY7 / US61766BAY74
List ing:
The securities will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and 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
$916.10 per security. See "Investment Summary" beginning on page 3.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions a nd
Proc e e ds t o us (3)
pric e :
fe e s
Pe r se c urit y
$1,000
$30 (1)



$5 (2)
$965
T ot a l
$8,701,000
$304,535
$8,396,465
(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the
agent, MS & Co., a fixed sales commission of $30 for each security they sell. 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.
(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5 for each security.
(3) See "Use of proceeds and hedging" on page 22.
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 6 .
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 pric ing supple m 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 de posit s or sa vings a c c ount 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 or inst rum e nt a lit 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 pric ing supple m 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 pric ing supple m e nt .
Re fe re nc e s t o "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL c olle c t ive ly, a s t he
c ont e x t re quire s.
Prospe c t us Supple m e nt da t e d Fe brua ry 1 6 , 2 0 1 6 I nde x Supple m e nt da t e d Fe brua ry 2 9 , 2 0 1 6 Prospe c t us da t e d Fe brua ry
1 6 , 2 0 1 6






Determination Dates and Contingent Coupon Payment Dates

De t e rm ina t ion Da t e s
Cont inge nt Coupon Pa ym e nt Da t e s
9/15/2016
9/20/2016
12/15/2016
12/20/2016
3/15/2017
3/20/2017
6/15/2017
6/20/2017
9/15/2017
9/20/2017
12/15/2017
12/20/2017
3/15/2018
3/20/2018
6/15/2018
6/20/2018
9/17/2018
9/20/2018
12/17/2018
12/20/2018
3/15/2019
3/20/2019
6/17/2019
6/20/2019
9/16/2019
9/19/2019
12/16/2019
12/19/2019
3/16/2020
3/19/2020
6/15/2020
6/18/2020
9/15/2020
9/18/2020
12/15/2020
12/18/2020
3/15/2021
3/18/2021
6/15/2021
6/18/2021
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9/15/2021
9/20/2021
12/15/2021
12/20/2021
3/15/2022
3/18/2022
6/15/2022
6/20/2022
9/15/2022
9/20/2022
12/15/2022
12/20/2022
3/15/2023
3/20/2023
6/15/2023
6/20/2023
9/15/2023
9/20/2023
12/15/2023
12/20/2023
3/15/2024
3/20/2024
6/17/2024
6/20/2024
9/16/2024
9/19/2024
12/16/2024
12/19/2024
3/17/2025
3/20/2025
6/16/2025
6/19/2025
9/15/2025
9/18/2025
12/15/2025
12/18/2025
3/16/2026
3/19/2026
6/15/2026 (final determination date)
6/18/2026 (maturity date)
June 2016
Page 2
Morgan Stanley Finance LLC
Contingent Income Securities due June 18, 2026
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities
Investment Summary

Cont inge nt I nc om e Se c urit ie s

Princ ipa l a t Risk Se c urit ie s
The Contingent Income Securities due June 18, 2026, All Payments on the Securities Subject to the Coupon Barrier and Downside
Threshold Features Linked to the S&P 500® Index, which we refer to as the securities, provide an opportunity for investors to earn
a contingent quarterly coupon at an annual rate of 7.00% (corresponding to approximately $17.50 per quarter per security) on the
related contingent coupon payment dates but only if the index closing value of the underlying index on the applicable quarterly
determination date is greater than or equal to 75% of the initial index value, which we refer to as the coupon barrier level. It is
possible that the index closing value of the underlying index could remain below the coupon barrier level for extended periods of
time or even throughout the entire term of the securities so that you may receive few or no contingent quarterly coupons during the
entire 10-year term of the securities.

If the final index value is greater than or equal to 50% of the initial index value, which we refer to as the downside threshold level,
the payment at maturity will be the stated principal amount and, if the final index value is also greater than or equal to the coupon
barrier level, the contingent quarterly coupon with respect to the final determination date. However, if the final index value is less
than the downside threshold level, investors will be fully exposed to the decline in the underlying index over the term of the
securities on a 1 to 1 basis, and will receive an amount of cash that is significantly less than the stated principal amount, in
proportion to the decline in the underlying index. Under this scenario, the value of any such payment will be less than 50% of the
stated principal amount of the securities and could be zero. Investors in the securities must be willing to accept the risk of losing
their entire principal and also the risk of not receiving any contingent quarterly coupons. In addition, investors will not participate in
any appreciation of the underlying index.

Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our principal executive offices
at 1585 Broadway, New York, New York 10036 (telephone number (212) 761-4000).

June 2016
Page 3
Morgan Stanley Finance LLC
Contingent Income Securities due June 18, 2026
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® 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
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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 $916.10.

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 index. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the underlying
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 contingent quarterly coupon rate, the coupon barrier level and the
downside threshold 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 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 index, 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 12 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 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.

June 2016
Page 4
Morgan Stanley Finance LLC
Contingent Income Securities due June 18, 2026
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities
Key Investment Rationale

The securities do not guarantee any repayment of principal at maturity and offer investors an opportunity to earn a contingent
quarterly coupon of 7.00% per annum of the stated principal amount but only if the index closing value on the applicable
quarterly determination date is greater than or equal to 75% of the initial index value, which we refer to as the coupon barrier level.
The payment at maturity will vary depending on the final index value, as follows:

U pside Sc e na rio: A contingent This scenario assumes that the underlying index closes at or above the coupon barrier level
quarterly coupon is paid for some on some or all of the quarterly determination dates, including the final determination date. In
or all quarterly periods and you
this scenario, investors receive the contingent quarterly coupon with respect to each such
receive your principal back at
determination date. At maturity, because the underlying index closes at or above both the
maturity
coupon barrier level and the downside threshold level, investors receive both the stated
principal amount and the contingent quarterly coupon with respect to the final determination
date. Investors will not participate in any appreciation in the value of the underlying index
from the initial index value, and the return on the securities will be limited to the contingent
quarterly coupons, if any, that are paid on the securities.
Dow nside Sc e na rio: No
This scenario assumes that the underlying index closes below the coupon barrier level on all
contingent quarterly coupon is
or nearly all of the quarterly determination dates. In this scenario, investors do not receive
paid during the term of the
any contingent quarterly coupons, or receive contingent quarterly coupons for only a limited
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securities, or the contingent
number of contingent coupon payment dates. At maturity, the underlying index closes below
quarterly coupon is paid for only a both the coupon barrier level and the downside threshold level. Therefore, investors do not
limited number of quarterly
receive the contingent quarterly coupon for the last quarterly period and receive a payment at
periods, and your payment at
maturity that is less than 50% of the stated principal amount of the securities and could be
maturity is exposed to the
zero.
negative performance of the
underlying index
S&P 500® Index Summary

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.

Information as of market close on June 15, 2016:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,071.50
5 2 We e k s Ago:
2,084.43
5 2 We e k H igh (on 7 /2 0 /2 0 1 5 ):
2,128.28
5 2 We e k Low (on 2 /1 1 /2 0 1 6 ):
1,829.08


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.

June 2016
Page 5
Morgan Stanley Finance LLC
Contingent Income Securities due June 18, 2026
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities
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 index supplement and prospectus. You should
also consult 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 the securities do not guarantee the payment of regular interest or the return of any of the
principal amount at maturity. Instead, if the final index value is less than the downside threshold level, you will be fully exposed
to the decline in the underlying index over the term of the securities on a 1-to-1 basis, and you will receive for each security
that you hold at maturity an amount of cash that is significantly less than the stated principal amount, in proportion to the
decline in the underlying index. U nde r t his sc e na rio, t he va lue of a ny suc h pa ym e nt w ill be le ss t ha n 5 0 % of
t he st a t e d princ ipa l a m ount a nd c ould be ze ro.

You w ill not receive any contingent quarterly coupon for any quarterly period w here the index closing
va lue on t he re la t e d de t e rm ina t ion da t e is le ss t ha n t he c oupon ba rrie r le ve l. You will receive a contingent
quarterly coupon with respect to a quarterly period only if the index closing value on the related determination date is greater
than or equal to the coupon barrier level of 75% of the initial index value. If the index closing value remains below the coupon
barrier level on each determination date over the term of the securities, you will not receive any contingent quarterly coupons.

Investors w ill not participate in any appreciation in the value of the underlying index. Investors will not
participate in any appreciation in the value of the underlying index from the initial index value, and the return on the securities
will be limited to the contingent quarterly coupons, if any, that are paid with respect to each determination date on which the
index closing value is greater than or equal to the coupon barrier level. It is possible that the index closing value could be
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below the coupon barrier level on most or all of the determination dates so that you will receive few or no contingent quarterly
coupons. If you do not earn sufficient contingent quarterly 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.

The contingent quarterly coupon, if any, is paid on a quarterly basis and is based solely on the index
c losing va lue of t he unde rlying inde x on t he spe c ifie d de t e rm ina t ion da t e s. Whether the contingent quarterly
coupon will be paid with respect to a determination date will be based on the index closing value on such date. As a result,
you will not know whether you will receive the contingent quarterly coupon until near the end of the relevant quarterly period.
Moreover, because the contingent quarterly coupon is based solely on the index closing value on a specific determination date,
if such index closing value is less than the coupon barrier level, you will not receive any contingent quarterly coupon with
respect to such determination date, even if the index closing value of the underlying index was higher on other days during the
term of the securities.

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 the underlying index on any day, including in relation to the coupon barrier level and downside
threshold 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 S&P 500® Index,

o
whether the index closing value of the S&P 500® Index is currently or has been below the coupon barrier level or
downside threshold level on any determination date,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component
stocks of the underlying index or securities markets generally and which may affect the value of the underlying
index,

o
dividend rates on the securities underlying the S&P 500® Index,

June 2016
Page 6
Morgan Stanley Finance LLC
Contingent Income Securities due June 18, 2026
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities
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 S&P 500® Index and changes in the constituent stocks of such index, and

o
any actual or anticipated changes in our credit ratings or credit spreads.

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. Some or all of these factors will influence the price that you will receive if you sell your securities prior
to maturity. For example, you may have to sell your securities at a substantial discount from the stated principal amount of
$1,000 per security if the value of the S&P 500® Index at the time of sale is near or below the coupon barrier level, and
especially if it is near or below the downside threshold level, or if market interest rates rise.

You cannot predict the future performance of the S&P 500® Index based on its historical performance. The value of the
underlying index may decrease and be below the coupon barrier level on each determination date so that you will receive no
contingent quarterly coupons, and the value of the underlying index may decrease and be below the downside threshold level
on the final determination date so that you will lose a significant portion or all of your investment. There can be no assurance
that the index closing value of the underlying index will be greater than or equal to the coupon barrier level on any
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determination date so that you will receive any contingent quarterly coupon during the term of the securities, or that it will be
greater than or equal to the downside threshold level on the final determination date so that you do not suffer a significant loss
on your initial investment in the securities. See "S&P 500® Index Historical Performance" below.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
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 our ability to
pay all amounts due on the securities on each contingent coupon payment date or at maturity, and therefore you are subject to
our credit risk. If we default on our 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 our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads
charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have
no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available
under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

Not equivalent to investing in the underlying index. Investing in the securities is not equivalent to investing in the
underlying index or its component stocks. Investors in the securities will not have voting rights or rights to receive dividends or
other distributions or any other rights with respect to stocks that constitute the underlying index, and investors will not
participate in any appreciation of the underlying index over the term of the securities.

The securities w ill not be listed on any securities exchange and secondary trading may be limited.
Ac c ordingly, you should be w illing t o hold your se c urit ie s for t he e nt ire 1 0 -ye a r t e rm of t he se c urit ie s.
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

June 2016
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Morgan Stanley Finance LLC
Contingent Income Securities due June 18, 2026
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities
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.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
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 origina l issue 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 origina l issue 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 original
issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are
included in the original 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
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well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the securities in the original 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 12 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 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.

The estimated value of the securities is determined by reference to our pricing and valuation models,
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 pricing
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
document 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 will be influenced by many unpredictable factors" above.

Hedging and trading activity by our affiliates could potentially affect the value of the securities. One or
more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging activities related to the
securities (and to other instruments linked to the underlying index or its component stocks), including trading in the stocks that
constitute the underlying index as well as in other instruments related to the underlying index. As a result, these entities may
be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and
more frequent dynamic adjustments to the hedge as the final determination date approaches. Some of our affiliates also trade
the stocks that constitute the underlying index and other financial instruments related to the underlying index on a regular basis
as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing
date could have increased the initial index value and, therefore, could have increased (i) the coupon barrier level, which is the
value at or above which the underlying index must close on each determination date so that you receive a contingent quarterly
coupon on the securities and (ii) the downside threshold level, which is the value at or above which the underlying index must
close on the final determination date so that you are not exposed to the negative performance of the underlying index at
maturity. Additionally, such hedging or trading activities during the term of the securities could potentially affect the value of the
underlying index on the determination dates and accordingly, the payout to you at maturity, if any, and whether we pay a
contingent quarterly coupon on the securities.

June 2016
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Morgan Stanley Finance LLC
Contingent Income Securities due June 18, 2026
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities
The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he se c urit ie s. As calculation agent, MS & Co. has determined the initial index value,
the coupon barrier level and the downside threshold level, and will determine the index closing value on each determination
date, including the final index value, whether the contingent quarterly coupon will be paid on each contingent coupon payment
date, whether a market disruption event has occurred, and the payment that you will receive 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 index closing value in the event of a market disruption event or discontinuance of the
underlying index. These potentially subjective determinations may affect the payout to you at maturity, if any. For further
information regarding these types of determinations, see "Additional Information About the Securities--Additional Provisions--
Calculation agent," "--Market disruption event," "--Postponement of determination dates," "--Discontinuance of the underlying
index; alteration of method of calculation" and "--Alternate exchange calculation in case of an event of default," below. In
addition, MS & Co. has determined the estimated value of the securities on the pricing date.

Adjustments to the underlying index could adversely affect the value of the securities. The publisher of the
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underlying index may add, delete or substitute the component stocks of the underlying index or make other methodological
changes that could change the value of the underlying index. Any of these actions could adversely affect the value of the
securities. The publisher of the underlying index may also discontinue or suspend calculation or publication of the underlying
index at any time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to substitute a
successor index that is comparable to the discontinued index. MS & Co. could have an economic interest that is different than
that of investors in the securities insofar as, for example, MS & Co. is permitted to consider indices that are calculated and
published by MS & Co. or any of its affiliates. If MS & Co. determines that there is no appropriate successor index on any
determination date, the determination of whether the contingent quarterly coupon will be payable on the securities on the
applicable contingent coupon payment date or the determination of the payment at maturity, as applicable, will be based on
whether the value of the underlying index based on the closing prices of the stocks constituting the underlying index at the time
of such discontinuance, without rebalancing or substitution, computed by MS & Co. as calculation agent in accordance with the
formula for calculating the underlying index last in effect prior to such discontinuance is less than the coupon barrier level or
downside threshold level, as applicable.

The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no
direct legal authority as to the proper treatment of the securities for U.S. federal income tax purposes, and, therefore, significant
aspects of the tax treatment of the securities are uncertain.

Please read the discussion under "Additional Provisions--Tax considerations" in this document concerning the U.S. federal
income tax consequences of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes
as a single financial contract that provides for a coupon that will be treated as gross income to you at the time received or
accrued, in accordance with your regular method of tax accounting. Under this treatment, the ordinary income treatment of the
coupon payments, in conjunction with the capital loss treatment of any loss recognized upon the sale, exchange or settlement
of the securities, could result in adverse tax consequences to holders of the securities because the deductibility of capital
losses is subject to limitations. We do not plan to request a ruling from the Internal Revenue Service (the "IRS") regarding the
tax treatment of the securities, and the IRS or a court may not agree with the tax treatment described herein. If the IRS were
successful in asserting an alternative treatment for the securities, the timing and character of income or loss on the securities
might differ significantly from the tax treatment described herein. 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 (as adjusted
based on the difference, if any, between the actual and the projected amount of any contingent payments on the securities)
and recognize all income and gain in respect of the securities as ordinary income. The risk that financial instruments providing
for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater
than the risk of recharacterization for comparable financial instruments that do not have such features. N on -U .S. H olde rs
should not e t ha t w e c urre nt ly int e nd t o w it hhold on a ny c oupon pa id t o N on -U .S. H olde rs ge ne ra lly a t a
ra t e of 3 0 % , or a t a re duc e d ra t e spe c ifie d by a n a pplic a ble inc om e t a x t re a t y unde r a n "ot he r inc om e "
or sim ila r provision, a nd w ill not be re quire d t o pa y a ny a ddit iona l a m ount s w it h re spe c t t o a m ount s
w it hhe ld.

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. While it is not clear whether the securities would be

June 2016
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Morgan Stanley Finance LLC
Contingent Income Securities due June 18, 2026
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities
viewed as similar to the prepaid forward contracts described in the notice, it is possible that any Treasury regulations or other
guidance issued after consideration of these issues could materially and adversely affect the tax consequences of an
investment in the securities, possibly with retroactive effect. The notice focuses on a number of issues, the most relevant of
which for holders of the securities are the character and timing of income or loss and the degree, if any, to which income
realized by non-U.S. investors should be subject to withholding tax. Both U.S. and Non-U.S. Holders (as defined below) should
consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including
possible alternative treatments, the issues presented by this notice and any tax consequences arising under the laws of any
state, local or non-U.S. taxing jurisdiction.

June 2016
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Morgan Stanley Finance LLC
Contingent Income Securities due June 18, 2026
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities
Hypothetical Examples

The following hypothetical examples are for illustrative purposes only. Whether you receive a contingent quarterly coupon will be
determined on each quarterly determination date, and the payment at maturity, if any, will be determined on the final determination
date. The actual initial index value, coupon barrier level and downside threshold level are set forth on the cover page of this
document. Any payment on the securities is subject to our credit risk. The numbers in the hypothetical examples may be rounded
for ease of analysis. The below examples are based on the following terms:

Hypothetical Initial Index Value:
2,000
Hypothetical Coupon Barrier Level:
1,500, which is 75% of the hypothetical initial index value
Hypothetical Downside Threshold Level:
1,000, which is 50% of the hypothetical initial index value
Contingent Quarterly Coupon:
7.00% per annum (corresponding to $17.50 per quarter per
security)*
Stated Principal Amount:
$1,000 per security
Total Number of Determination Dates:
40
* The actual contingent quarterly 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 contingent quarterly coupon of $17.50 is used in these examples for ease of analysis.

Ex a m ple 1 . On 3 determination dates prior to the final determination date, the index closing value is greater than or equal to the
coupon barrier level of 1,500, and the index closing value on each other determination date prior to the final determination date is
less than the coupon barrier level of 1,500. Therefore, you would receive the contingent quarterly coupon of $17.50 with respect to
those 3 determination dates, totaling $17.50 x 3 = $52.50. With respect to the remaining 37 determination dates, you would receive
no contingent quarterly coupon. On the final determination date, the index closing value is 800, which is less than both the coupon
barrier level of 1,500 and the downside threshold level of 1,000. As the final index value is less than the coupon barrier level, you
would not receive the final contingent quarterly coupon. Also, as the final index value is less than the downside threshold level, you
would receive a payment at maturity equal to the product of the stated principal amount and the index performance factor,
calculated as follows:

stated principal amount x (final index value / initial index value) = $1,000 x (800 / 2,000) = $400.00

The total payment over the 10-year term of the securities is $52.50 + $400.00 = $452.50 per security, representing a substantial
loss on your initial investment.

Ex a m ple 2 . On 20 determination dates prior to the final determination date, the index closing value is greater than or equal to the
coupon barrier level of 1,500, and the index closing value on each other determination date prior to the final determination date is
less than the coupon barrier level of 1,500. Therefore, you would receive the contingent quarterly coupon of $17.50 with respect to
those 20 determination dates, totaling $17.50 x 20 = $350. With respect to the remaining 19 determination dates before the final
determination date, you would receive no contingent quarterly coupon. On the final determination date, the index closing value is
1,800, which is greater than both the coupon barrier level of 1,500 and the downside threshold level of 1,000. As the final index
value is greater than or equal to both the coupon barrier level and the downside threshold level, you would receive the stated
principal amount plus a contingent quarterly coupon with respect to the final determination date, calculated as follows:

stated principal amount + contingent quarterly coupon = $1,000 + $17.50 = $1,017.50

The total payment over the 10-year term of the securities is $350 + $1,017.50 = $1,367.50 per security.

Ex a m ple 3 . On 20 determination dates prior to the final determination date, the index closing value is greater than or equal to the
coupon barrier level of 1,500, and the index closing value on each other determination date prior to the final determination date is
less than the coupon barrier level of 1,500. Therefore, you would receive the contingent quarterly coupon of $17.50 with respect to
those 20 determination dates, totaling $17.50 x 20 = $350. With respect to the remaining 19 determination dates before the final
determination date, you would receive no contingent quarterly coupon. On the final determination date, the index closing value is
1,200, which is less than the coupon barrier level of 1,500 but greater than the downside threshold level of 1,000. As the final
index value is less than the coupon barrier level, you would not receive a contingent quarterly coupon with respect to the final
determination date. As the final index value is greater than or equal to the downside threshold level, you would receive the stated
principal amount of $1,000 at maturity.
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