Obligation Morgan Stanleigh 0% ( US61758S5597 ) en USD

Morgan Stanleigh

100 % ⇌

Etas-Unis

US61758S5597 ( en USD )

03/07/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61758S5597 en USD 0%, échue

1 000 USD

5 000 000 USD

61758S559

N/A

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'obligation américaine émise par Morgan Stanley (ISIN : US61758S5597, CUSIP : 61758S559), d'une valeur nominale totale de 5 000 000 USD, avec un prix actuel de marché de 100 %, un taux d'intérêt de 0 %, une taille minimale d'achat de 1 000 USD, une maturité le 03/07/2023, une fréquence de paiement semestrielle, et non notée par Moody's, est arrivée à échéance et a été intégralement remboursée.

424B2 1 dp49096_424b2-ps1580.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Market-Linked Notes due 2023
$5,000,000
$644.00
August 2 0 1 4
Pricing Supplement No. 1,580
Registration Statement No. 333-178081
Dated August 27, 2014
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Market-Linked Notes due July 3, 2023
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he S& P M idCa p 4 0 0 ® I nde x
The notes are unsecured obligations of Morgan Stanley, will pay no interest and will have the terms described in the accompanying product
supplement, index supplement and prospectus, as supplemented and modified by this document. At maturity, we will pay per note the stated
principal amount of $10 plus a supplemental redemption amount, if any, based on the arithmetic average of the closing value of a basket of two
indices on each of the determination dates (as defined below) during the approximately 3-month period prior to maturity, subject to the maximum
payment at maturity. These long-dated notes are for investors who are concerned about principal risk but seek a return based on a basket of
equity indices and who are willing to forgo current income and upside beyond the maximum payment at maturity in exchange for the repayment of
principal at maturity plus the potential to receive a supplemental redemption amount, if any. The notes are notes issued as part of Morgan Stanley's
Series F Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o t he c re dit risk of M orga n St a nle y. I f M orga n St a nle y de fa ult s on it s obliga t ions, you c ould
lose som e or a ll of your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y
int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley
I ssue pric e :
$10 per note
St a t e d princ ipa l a m ount :
$10 per note
Aggre ga t e princ ipa l a m ount :
$5,000,000
Pric ing da t e :
August 27, 2014
Origina l issue da t e :
September 2, 2014 (3 business days after the pricing date)
M a t urit y da t e :
July 3, 2023
I nt e re st :
None
Ba sk e t c om pone nt
I nit ia l
Ba sk e t :
Ba sk e t c om pone nt *
T ic k e r sym bol*
M ult iplie r
w e ight ing
inde x va lue

S&P 500® Index (the "SPX Index")
SPX
50%
2,000.12
0.024998500
S&P MidCap 400® Index (the "MID

MID
50%
1,433.27
0.034885262
Index")
* Ticker symbols are being provided for reference purposes only. We refer to the SPX Index and the MID Index,

collectively, as the underlying indices.
Pa ym e nt a t m a t urit y:
The payment due at maturity per $10 stated principal amount will equal:
$10 + supplemental redemption amount, if any.
In no event will the payment at maturity be less than the stated principal amount or greater than the maximum
payment at maturity.
Supple m e nt a l re de m pt ion
(i) $10 times (ii) the average basket percent change times (iii) the participation rate, provided that the supplemental
a m ount :
redemption amount will not be less than $0 or greater than $10 per note.
Pa rt ic ipa t ion ra t e :
100%
M a x im um pa ym e nt a t
$20 per note (200% of the stated principal amount)
m a t urit y:
Ave ra ge ba sk e t c losing va lue : The arithmetic average of the basket closing values on each of the determination dates, as determined on the final
determination date.
Ave ra ge ba sk e t pe rc e nt
(average basket closing value initial basket value) / initial basket value
c ha nge :
List ing:
The notes will not be listed on any securities exchange.
Terms continued on the following page
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley. See "Supplemental information
regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$9.287 per note. See "Investment Summary" on page 3.
pric ing da t e :
(1 )
(2 )
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Com m issions a nd issue pric e :
Pric e t o public
Age nt 's c om m issions
Proc e e ds t o issue r
Pe r not e
$10
$0.35
$9.65
T ot a l
$5,000,000
$175,000
$4,825,000
(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 $0.35 for each note 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 product supplement for equity-linked notes.
(2) See "Use of proceeds and hedging" on page 19.

T he not e s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e "Risk Fa c t ors"
be ginning on pa ge 9 .

T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se not e s, or
de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x supple m e nt a nd prospe c t us is trut 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 not e s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l
a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t 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 N ot e s" a t t he e nd of t his
doc um e nt .

Produc t Supple m e nt for Equit y-Link e d N ot e s da t e d August 1 7 , 2 0 1 2
I nde x Supple m e nt da t e d N ove m be r 2 1 , 2 0 1 1 Prospe c t us da t e d N ove m be r 2 1 , 2 0 1 1

Market-Linked Notes due July 3, 2023
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he S& P M idCa p 4 0 0 ® I nde x

Terms continued from previous page:
I nit ia l ba sk e t va lue :
The initial basket value will equal 100, which is equal to the sum of the products of (i) the initial index value of each
basket component, as set forth under "Basket--Initial index value" above, and (ii) the multiplier for such basket
component, as set forth under "Basket--Multiplier" above.
Ba sk e t c losing va lue :
On any determination date, the sum of the products of (i) the closing value of each basket component on such date,
and (ii) the multiplier for such basket component.
M ult iplie r:
The multiplier for each basket component was set on the pricing date so that each basket component represents its
applicable basket component weighting in the predetermined initial basket value of 100. Each multiplier will remain
constant for the term of the notes.
De t e rm ina t ion da t e s:
Each index business day on which there is no market disruption event with respect to either basket component from
and including March 28, 2023 to and including the final determination date. If a day during this approximately 3-month
period is not an index business day with respect to any basket component or if a market disruption event occurs with
respect to any basket component on such day, the index closing values of the basket components on such day will not
be used for purposes of calculating the average basket percent change.
Fina l de t e rm ina t ion da t e :
June 28, 2023, subject to postponement for non-index business days and certain market disruption events
CU SI P:
61758S559
I SI N :
US61758S5597

August 2014
Page 2

Market-Linked Notes due July 3, 2023
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he S& P M idCa p 4 0 0 ® I nde x
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Investment Summary

M a rk e t -Link e d N ot e s

The Market-Linked Notes due July 3, 2023 Based on the Value of an Equally Weighted Basket Composed of the S&P 500® Index and
the S&P MidCap 400® Index (the "notes") offer the potential for a supplemental redemption amount at maturity based on the
arithmetic average of the closing value of a basket of two indices on each of the determination dates during the approximately 3-
month period prior to maturity, subject to the maximum payment at maturity. The notes provide investors:

¡
an opportunity to gain exposure to the indices comprising the basket, subject to the maximum payment at maturity

¡
the repayment of principal at maturity

¡
the averaging feature, which means that any positive return on the notes will be based on the average of the basket closing
values on each of the determination dates during the approximately 3-month period prior to maturity, subject to the maximum
payment at maturity of $20 per note (200% of the stated principal amount).

¡
no exposure to any decline of the average basket closing value below the initial basket value if the notes are held to maturity

At maturity, if the average basket percent change is less than or equal to zero, you will receive the stated principal amount of $10 per
note, without any positive return on your investment. All payments on the notes, including the repayment of principal at maturity, are
subject to the credit risk of Morgan Stanley.

M a t urit y:
Approximately 8 years and 10 months
Pa rt ic ipa t ion ra t e :
100%
M a x im um pa ym e nt a t m a t urit y: $20 per note (200% of the stated principal amount)
I nt e re st :
None
Ave ra ge ba sk e t c losing va lue :
The arithmetic average of the basket closing values on each of the
determination dates, as determined on the final determination date.

The average basket closing value is the arithmetic average of the basket closing values on each of the determination dates, as
determined on the final determination date. Due to the multiple determination dates, increases in the value of the basket as of one or
more determination dates may be partially or entirely offset by decreases in the value of the basket as of other determination
dates. Even if the value of the basket has increased substantially on one or more determination dates (including the final
determination date), the average basket closing value may nevertheless be less than or equal to the initial basket value, and,
accordingly, you may not receive at maturity an amount that is greater than the stated principal amount for each note you hold.

The original issue price of each note is $10. This price includes costs associated with issuing, selling, structuring and hedging the
notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is less than $10. We estimate
that the value of each note on the pricing date is $9.287.

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-
based component linked to the underlying indices. The estimated value of the notes is determined using our own pricing and
valuation models, market inputs and assumptions relating to the underlying indices, instruments based on the underlying indices,
volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market
credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the notes?

August 2014
Page 3

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Market-Linked Notes due July 3, 2023
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he S& P M idCa p 4 0 0 ® I nde x

In determining the economic terms of the notes, including the participation rate and the maximum payment at maturity, 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 notes 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 notes?

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing date, because the secondary
market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a
secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring
and hedging the notes 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 notes in the secondary market, absent changes in market conditions, including those related to the
underlying indices, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We
expect that those higher values will also be reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the notes, and, if it once chooses to make a market, may cease doing so at
any time.

August 2014
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Market-Linked Notes due July 3, 2023
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he S& P M idCa p 4 0 0 ® I nde x
K e y I nve st m e nt Ra t iona le

Market-Linked Notes offer investors exposure to the performance of an equally weighted basket composed of the S&P 500® Index and
the S&P MidCap 400® Index and provide for the repayment of principal at maturity. They are for investors who are concerned about
principal risk but seek a return based on a basket of equity indices and who are willing to forgo current income and upside beyond the
maximum payment at maturity in exchange for the repayment of principal at maturity plus the potential to receive a supplemental
redemption amount, if any.

Re pa ym e nt of Princ ipa l
The notes offer investors 1 to 1 upside exposure to any positive performance of the basket, as
measured on each of the determination dates, up to the maximum payment at maturity, while
providing for the repayment of principal in full at maturity.
U pside Sc e na rio
The arithmetic average of the basket closing values on each of the determination dates is greater
than the initial basket value of 100, and, at maturity, the notes pay the stated principal amount of $10
plus 100% of the positive percent change from the initial basket value to the average basket closing
value, subject to the maximum payment at maturity of $20 per note (200% of the stated principal
amount).
Pa r Sc e na rio
The average basket closing value is less than or equal to the initial basket value, and, at maturity,
the notes pay only the stated principal amount of $10.

August 2014
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Market-Linked Notes due July 3, 2023
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he S& P M idCa p 4 0 0 ® I nde x

Hypothetical Payout on the Notes

At maturity, for each $10 stated principal amount of notes that you hold, you will receive the stated principal amount of $10 plus a
supplemental redemption amount, if any, subject to the maximum payment at maturity. The supplemental redemption amount will be
calculated as follows:

supplemental redemption amount
=
$10 x average basket percent change x 100%
In no event will the payment at maturity be less than the stated principal
amount or greater than the maximum payment at maturity.

where

maximum payment at maturity
=
$20 per note (200% of the stated principal amount)
average basket percent change
=
(average basket closing value initial basket value) / initial basket value
average basket closing value
=
the arithmetic average of the basket closing values on each of the
determination dates, as determined on the final determination date.
In no event will the payment at maturity be less than the stated principal amount or greater than the maximum payment at maturity.

H ypot he t ic a l Pa ym e nt a t M a t urit y

The table below illustrates the payment at maturity for each note for a hypothetical range of average basket percent change and does
not cover the complete range of possible payouts at maturity. The table reflects the initial basket value of 100 and the maximum
payment at maturity of $20 per note.

Ave ra ge ba sk e t
Ave ra ge ba sk e t
St a t e d princ ipa l
Supple m e nt a l re de m pt ion
Pa ym e nt a t
Re t urn on
pe rc e nt c ha nge
c losing va lue
a m ount
a m ount
m a t urit y
$ 1 0 not e
120%
220
$10
$10
$20
100%
110%
210
$10
$10
$20
100%
100%
200
$10
$10
$20
100%
90%
190
$10
$9
$19
90%
80%
180
$10
$8
$18
80%
70%
170
$10
$7
$17
70%
60%
160
$10
$6
$16
60%
50%
150
$10
$5
$15
50%
40%
140
$10
$4
$14
40%
30%
130
$10
$3
$13
30%
20%
120
$10
$2
$12
20%
10%
110
$10
$1
$11
10%
0%
100
$10
$0
$10
0%
10%
90
$10
$0
$10
0%
20%
80
$10
$0
$10
0%
30%
70
$10
$0
$10
0%
40%
60
$10
$0
$10
0%
50%
50
$10
$0
$10
0%
60%
40
$10
$0
$10
0%
70%
30
$10
$0
$10
0%
80%
20
$10
$0
$10
0%
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90%
10
$10
$0
$10
0%
100%
0
$10
$0
$10
0%

August 2014
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Market-Linked Notes due July 3, 2023
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he S& P M idCa p 4 0 0 ® I nde x

The average basket closing value is the arithmetic average of the basket closing values on each of the determination dates, as
determined on the final determination date. The examples below illustrate the average basking closing value for a range of
hypothetical basket closing values on each of the determination dates, but do not reflect the complete range of possible movements of
the basket. The examples assume 60 determination dates during the approximately 3-month period prior to maturity and a basket
closing value of 110 on the first determination date.

In Ex a m ple 1 , the basket closing value of the basket increases during the first month of the approximately 3-month period of
the determination dates, reaches a high of 127.50 and then decreases to 106.25 by the final determination date.
Hypothetical average basket closing value: 114.3667

In Ex a m ple 2 , the basket closing value of the basket decreases during the first month of the approximately 3-month period of
the determination dates, reaches a low of 87 and then increases to 113.25 by the final determination date.
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Hypothetical average basket closing value: 100.0067
August 2014
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Market-Linked Notes due July 3, 2023
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he S& P M idCa p 4 0 0 ® I nde x

In Ex a m ple 3 , the basket closing value of the basket steadily increases throughout the approximately 3-month period of
determination dates from the starting value until reaching a value of 153.00 on the final determination date.
Hypothetical average basket closing value: 140.4967

In Ex a m ple 4 , the basket closing value of the basket steadily decreases throughout the approximately 3-month period of
determination dates from the starting value until reaching a level of 78.75 on the final determination date.
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Hypothetical average basket closing value: 95.1033

August 2014
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Market-Linked Notes due July 3, 2023
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he S& P M idCa p 4 0 0 ® I nde x

Risk Factors

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

¡
T he not e s do not pa y int e re st a nd m a y not pa y m ore t ha n t he st a t e d princ ipa l a m ount a t m a t urit y. If the
average basket percent change is less than or equal to zero, you will receive only the stated principal amount of $10 for each note
you hold at maturity. As the notes do not pay any interest, if the average basket closing value is not sufficiently higher than the
initial basket value, the overall return on the notes (the effective yield to maturity) may be less than the amount that would be paid
on a conventional debt security of the issuer of comparable maturity. The notes have been designed for investors who are willing
to forgo market floating interest rates in exchange for a supplemental redemption amount, if any, based on the basket closing
value of the basket on each of the determination dates, as determined on the final determination date.

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T he a ppre c ia t ion pot e nt ia l of t he not e s is lim it e d by t he m a x im um pa ym e nt a t m a t urit y. The appreciation
potential of the notes is limited by the maximum payment at maturity of $20 per note, or 200% of the stated principal
amount. Because the payment at maturity will be limited to 200% of the stated principal amount for the notes, any increase in the
value of the basket, calculated based on the average basket closing value, beyond 200% of the initial index value will not
increase the return on the notes.

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Cha nge s in t he va lue of t he ba sk e t c om pone nt s m a y offse t e a c h ot he r. The component stocks of the S&P 500®
Index do not overlap with the component stocks of the S&P MidCap 400® Index. Therefore, price movements in the basket
components may not correlate with each other. At a time when the price of one basket component increases, the price of the
other basket component may decline in value. Therefore, in calculating the payment at maturity, increases in the price of one
basket component may be moderated, or wholly offset, by declines in the price of the other basket component.

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T he m a rk e t pric e of t he not e s w ill 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 notes in the secondary market and the price at which MS & Co. may be
willing to purchase or sell the notes in the secondary market, including the values of the basket components at any time, and, in
particular, on each of the determination dates, the volatility (frequency and magnitude of changes in value) of the underlying
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indices, dividend rate on the stocks underlying the underlying indices, interest and yield rates in the market, time remaining until
the notes mature, geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying
indices or equities markets generally and which may affect the closing values of the underlying indices on any determination date
and 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 notes will be affected by the other factors described above. The values of the underlying indices
may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. See "Historical
Information" below. You may receive less, and possibly significantly less, than the stated principal amount per note if you try to
sell your notes prior to maturity.

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T he not e 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 not e s. You are dependent on
Morgan Stanley's ability to pay all amounts due on the notes at maturity and therefore you are subject to the credit risk of Morgan
Stanley. The notes are not guaranteed by any other entity. If Morgan Stanley defaults on its obligations under the notes, your
investment would be at risk and you could lose some or all of your investment. As a result, the market value of the notes 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 notes.

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T he a ve ra ge ba sk e t c losing va lue w ill be de t e rm ine d ba se d on t he va lue s of t he unde rlying indic e s on
m ult iple de t e rm ina t ion da t e s. The average basket closing value is the arithmetic average of the

August 2014
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Market-Linked Notes due July 3, 2023
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he S& P M idCa p 4 0 0 ® I nde x

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basket closing values on each of the determination dates. Due to the multiple determination dates, increases in the basket closing
value as of one or more determination dates may be partially or entirely offset by decreases in the basket closing value as of other
determination dates. Even if the basket closing value has increased substantially on one or more determination dates (including
the final determination date), the average basket closing value may nevertheless be less than or equal to the initial index value,
and, accordingly, you may not receive at maturity an amount that is greater than the stated principal amount for each note you
hold.

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T he a m ount pa ya ble on t he not e s is not link e d t o t he va lue of t he unde rlying indic e s a t a ny t im e ot he r t ha n
t he de t e rm ina t ion da t e s. The amount payable on the notes will be based on the average basket closing value, which is the
arithmetic average of the basket closing values on each of the determination dates, as determined on the final determination date,
subject to postponement for non-index business days and certain market disruption events. Even if the value of the basket
appreciates prior to the final determination date but then drops by the final determination date, the payment at maturity may be
less, and may be significantly less, than it would have been had the payment at maturity been linked to the value of the basket
prior to such drop. Although the actual value of the basket on the stated maturity date or at other times during the term of the
notes may be higher than the average basket closing value, the payment at maturity will be based solely on the average basket
closing value, which is the arithmetic average of the basket closing values on each of the determination dates.

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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 not e 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 not e s, c a use t he e st im a t e d va lue of t he not e 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 notes 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 well as other factors.

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

However, because the costs associated with issuing, selling, structuring and hedging the notes 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 notes in the
secondary market, absent changes in market conditions, including those related to the underlying indices, and to our secondary
market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values
will also be reflected in your brokerage account statements.

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T he e st im a t e d va lue of t he not e 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 notes than those generated by others, including other dealers
in the market, if they attempted to value the notes. 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 notes in the secondary
market (if any exists) at any time. The value of your notes 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 notes will be influenced by many unpredictable factors" above.

August 2014
Page 10

Market-Linked Notes due July 3, 2023
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he S& P M idCa p 4 0 0 ® I nde x

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Adjust m e nt s t o t he ba sk e t c om pone nt s c ould a dve rse ly a ffe c t t he va lue of t he not e s. The index publisher of a
basket component can add, delete or substitute the stocks underlying basket component, and can make other methodological
changes that could change the value of such basket component. Any of these actions could adversely affect the value of the
notes. In addition the index publisher of a basket component may discontinue or suspend calculation or publication of such
basket component 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 basket component and 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 index closing value on such determination date will be an amount based on the stocks
underlying the discontinued 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 index closing value last in effect prior to discontinuance of
the index.

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I nve st ing in t he not e s is not e quiva le nt t o inve st ing in t he ba sk e t c om pone nt s; you ha ve no sha re holde r or
ot he r right s in t he ba sk e t c om pone nt s a nd a re e x pose d t o t he c re dit risk of M orga n St a nle y. Investing in the
notes is not equivalent to investing in the basket components. As an investor in the notes, you will not have voting rights or the
right to receive dividends or other distributions or any other rights with respect to the component stocks of either basket
component. Furthermore, investing in the notes is not equivalent to investing in the basket components or their component
stocks. The notes will provide less opportunity for appreciation than an investment in a similar security that is directly linked to the
appreciation of the basket and is not subject to a maximum return. In addition, you are subject to the credit risk of Morgan
Stanley.

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T he not e 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 notes will
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS & Co. may, but
is not obligated to, make a market in the notes 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 notes, 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 notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the
notes easily. Since other broker-dealers may not participate significantly in the secondary market for the notes, the price at which
you may be able to trade your notes is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any
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