Obligation Morgan Stanleigh 4.36% ( US61760QEW06 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61760QEW06 ( en USD )

4.36% par an ( paiement semestriel )

30/09/2034

Prospectus brochure de l'obligation Morgan Stanley US61760QEW06 en USD 4.36%, échéance 30/09/2034

1 000 USD

3 000 000 USD

61760QEW0

N/A

30/09/2025 ( Dans 86 jours )

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 émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QEW06, paye un coupon de 4.36% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2034

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QEW06, a été notée NR par l'agence de notation Moody's.

424B2 1 dp49292_424b2-ps1615.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Fixed to Floating Rate Notes due 2034

$3,000,000

$386.40

Morgan Stanley
Se pt e m be r 2 0 1 4
Pricing Supplement No. 1,615
Registration Statement No. 333-178081
Dated September 5, 2014
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED PRODUCTS
Fixed to Floating Rate Securities due 2034
Le ve ra ge d CM S Curve a nd S& P 5 0 0 ® I nde x Link e d Se c urit ie s Wit h t he Pa ym e nt a t M a t urit y Subje c t t o t he Ba rrie r
Le ve l Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
As further described below, interest will accrue on the securities (i) in Years 1 to 2: at a rate of 10.00% per annum and (ii) in Years 3 to
maturity: for each day that the closing value of the S&P 500® Index is greater than or equal to 60% of the initial index value (which we refer
to as the index reference level), at a variable rate per annum equal to 5 times the difference, if any, between the 30-Year Constant Maturity
Swap Rate ("30CMS") and the 2-Year Constant Maturity Swap Rate ("2CMS"), as determined on the CMS reference determination date at
the start of the related monthly interest payment period; subject to the maximum interest rate of 10.00% per annum for each interest
payment period during the floating interest rate period and the minimum interest rate of 0.00% per annum. The securities provide an above-
market interest rate in Years 1 to 2; however, for each interest payment period in Years 3 to maturity, the securities will not pay any interest
with respect to the interest payment period if the CMS reference index level is equal to or less than 0.00% on the related monthly CMS
reference determination date. In addition, if, on any calendar day, the index closing value is less than the index reference level, interest will
accrue at a rate of 0.00% per annum for that day. At maturity, if the final index value is greater than or equal to the barrier level of 50% of
the initial index value, investors will receive the stated principal amount of the securities plus any accrued but unpaid interest. However, if
the final index value is less than the barrier 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. T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s. 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 little or no interest on the securities during the floating interest rate period.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, 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
Aggre ga t e princ ipa l

$3,000,000. May be increased prior to the original issue date but we are not required to do so.
a m ount :
I ssue pric e :

At variable prices
St a t e d princ ipa l a m ount :

$1,000 per security
Pric ing da t e :

September 5, 2014
Origina l issue da t e :

September 30, 2014 (17 business days after the pricing date)
M a t urit y da t e :

September 30, 2034
I nt e re st a c c rua l da t e :

September 30, 2014
Pa ym e nt a t m a t urit y:
·If the final index value is greater than or equal to the barrier level: the stated principal
amount plus any accrued and unpaid interest
·If the final index value is less than the barrier level: (a) the stated principal amount times the
index performance factor plus (b) any accrued and unpaid interest. This amount will be less than

50% of the stated principal amount of the securities and could be zero.
I nt e re st :
From and including the original issue date to but excluding September 30, 2016 (the "fixed interest rate
period"): 10.00% per annum
From and including September 30, 2016 to but excluding the maturity date (the "floating interest rate
period"):
For each interest payment period, a variable rate per annum equal to the product of:
(a ) le ve ra ge fa c t or times t he CM S re fe re nc e inde x ; subject to the minimum interest
rate and the maximum interest rate; a nd
(b) N /ACT ; where,
"N" = the total number of calendar days in the applicable interest payment period on which the index
closing value is greater than or equal to the index reference level (each such day, an "accrual day"); and

"ACT" = the total number of calendar days in the applicable interest payment period.
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The CMS reference index level applicable to an interest payment period will be determined on the
related CMS reference determination date.
Beginning September 30, 2016, it is possible that you could receive little or no interest on the
securities. If, on the related CMS reference determination date, the CMS reference index level is
equal to or less than the CMS reference index strike, interest will accrue at a rate of 0.00% for that
interest payment period. In addition, if on any day, the index closing value is determined to be
less than the index reference level, interest will accrue at a rate of 0.00% per annum for that
day. The determination of the index closing value will be subject to certain market disruption
events. Please see Annex A--The S&P 500® Index--Market Disruption Event" below.
Le ve ra ge fa c t or:

5
I nt e re st pa ym e nt pe riod:

Monthly
I nt e re st pa ym e nt pe riod

Unadjusted
e nd da t e s:
I nt e re st pa ym e nt da t e s:

The 30th day of each month (or, in the case of February, the last calendar day of such month), beginning
October 30, 2014; provided that if any such day is not a business day, that interest payment will be
made on the next succeeding business day and no adjustment will be made to any interest payment
made on that succeeding business day.
I nt e re st re se t da t e s:

The 30th day of each month (or, in the case of February, the last calendar day of such month), beginning
September 30, 2016
M a x im um int e re st ra t e :

10.00% per annum in any monthly interest payment period during the floating interest rate period
M inim um int e re st ra t e :

0.00% per annum
I nde x :

The S&P 500® Index
U nde rlying inde x

Standard & Poor's Financial Services LLC
publishe r:
Age nt :

Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See
"Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."
Terms continued on the following page
Est im a t e d va lue on t he

$867.20 per security. The estimated value on any subsequent pricing date may be lower than this
pric ing da t e :
estimate, but will in no case be less than $850.00 per security. See "The Securities" on page 3.
Com m issions a nd issue
pric e :

Pric e t o public (1)(2)
Age nt 's c om m issions (2)
Proc e e ds t o issue r (3)
Pe r se c urit y

At variable prices
$40
$960
T ot a l

At variable prices
$120,000
$2,880,000
(1)
The securities will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which may
be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price will not be less than $970
per security and will not be more than $1,000 per security. See "Risk Factors--The Price You Pay For The Securities May Be Higher Than The Prices Paid By
Other Investors."
(2)
Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Wealth Management (an affiliate of the
agent) and their financial advisors, of up to $40 per security depending on market conditions. See "Supplemental Information Concerning Plan of Distribution;
Conflicts of Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
(3)
See "Use of Proceeds and Hedging" on page 16.

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 1 1 .
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 .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be
a c c e sse d via t he hype rlink s be low .

Prospe c t us Supple m e nt da t e d N ove m be r 2 1 , 2 0 1 1
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

T he se c urit ie s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny
ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Morgan Stanley
Fixed to Floating Rate Securities due 2034
Le ve ra ge d CM S Curve a nd S& P 5 0 0 ® I nde x Link e d Se c urit ie s Wit h t he Pa ym e nt a t M a t urit y Subje c t t o t he Ba rrie r
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Le ve l Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
CM S re fe re nc e

Two (2) U.S. government securities business days prior to the related interest reset date at the start of
de t e rm ina t ion da t e s:
the applicable interest payment period.
CM S re fe re nc e inde x :
30-Year Constant Maturity Swap Rate minus 2-Year Constant Maturity Swap Rate, expressed as a

percentage.
Please see "Additional Provisions--CMS Reference Index" below.
CM S re fe re nc e inde x

0.00%
st rik e :
I nde x re fe re nc e le ve l:

, which is 60% of the initial index value
I nit ia l inde x va lue :

, which is the index closing value on September 25, 2014
Ba rrie r le ve l:

, which is 50% of the initial index value
Fina l inde x va lue :

The index closing value of the index on the final determination date
I nde x c losing va lue :

The closing value of the index. Please see "Additional Provisions--The S&P 500® Index" below.
Fina l de t e rm ina t ion da t e :
The third scheduled business day prior to the maturity date, subject to adjustment due to non-index
business days or certain market disruption events.
I nde x c ut off:

The index closing value for any day from and including the third index business day prior to the related
interest payment date for any interest payment period shall be the index closing value on such third
index business day prior to such interest payment date.
I nde x pe rform a nc e fa c t or:
The final index value divided by the initial index value
Re de m pt ion:

None
Da y-c ount c onve nt ion:

Actual/Actual
Spe c ifie d c urre nc y:

U.S. dollars
CU SI P / I SI N :

61760QEW0 / US61760QEW06
Book -e nt ry or c e rt ific a t e d
Book-entry
se c urit y:
Busine ss da y:

New York
Ca lc ula t ion a ge nt :

Morgan Stanley Capital Services LLC.
All determinations made by the calculation agent will be at the sole discretion of the calculation agent
and will, in the absence of manifest error, be conclusive for all purposes and binding on you, the trustee
and us.
All values used in the interest rate formula for the securities and all percentages resulting from any
calculation of interest will be rounded to the nearest one hundred-thousandth of a percentage point, with
.000005% rounded up to .00001%. All dollar amounts used in or resulting from such calculation on the
securities will be rounded to the nearest cent, with one-half cent rounded upward.
Because the calculation agent is our affiliate, the economic interests of the calculation agent and its
affiliates may be adverse to your interests as an investor in the securities, including with respect to
certain determinations and judgments that the calculation agent must make in determining the payment
that you will receive on each interest payment date and at maturity or whether a market disruption event
has occurred. Please see Annex A--The S&P 500® Index--Market Disruption Event" and "--
Discontinuance of the S&P 500® Index; Alteration of Method of Calculation" below. The calculation agent
is obligated to carry out its duties and functions as calculation agent in good faith and using its
reasonable judgment.
T rust e e :

The Bank of New York Mellon
Cont a c t inform a t ion:

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 (866) 477-
4776). All other clients may contact their local brokerage representative. Third-party distributors may
contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

Morgan Stanley
Fixed to Floating Rate Securities due 2034
Le ve ra ge d CM S Curve a nd S& P 5 0 0 ® I nde x Link e d Se c urit ie s Wit h t he Pa ym e nt a t M a t urit y Subje c t t o t he Ba rrie r
Le ve l Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
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The Securities

Principal at Risk Securities

The securities are debt securities of Morgan Stanley. In years 1 to 2, the securities pay interest at a rate of 10.00% per annum. Beginning
September 30, 2016, interest will accrue on the securities for each day that the closing value of the S&P 500® Index is greater than or
equal to 60% of the initial index value (which we refer to as the index reference level), at a variable rate per annum equal to 5 times the
CMS reference index for the related monthly interest payment period; subject to the maximum interest rate of 10.00% per annum per
interest payment period and the minimum interest rate of 0.00% per annum. The floating interest rate is based on the CMS reference index
a nd the level of the S&P 500® Index. If 30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the
floating interest rate will be 0.00% and no interest will accrue on the securities for the related interest period. In addition, if, on any calendar
day during the interest payment period, the index closing value is less than the index reference level, interest will accrue at a rate of 0.00%
per annum for that day.

At maturity, if the final index value is greater than or equal to the barrier level, investors will receive the stated principal amount of the
securities plus any accrued and unpaid interest. However, if the final index value is less than the barrier 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. T he re is no m inim um pa ym e nt a t m a t urit y on t he
se c urit ie s. 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.

We describe the basic features of these securities in the sections of the accompanying prospectus called "Description of Debt Securities--
Floating Rate Debt Securities" and prospectus supplement called "Description of Securities," subject to and as modified by the provisions
described below. All payments on the securities are subject to the credit risk of Morgan Stanley.

The stated principal amount of each security is $1,000, and the issue price is variable. This price includes costs associated with issuing,
selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the
pricing date is less than the issue price. We estimate that the value of each security on the pricing date is $867.20. The estimated value
on any subsequent pricing date may be lower than this estimate, but will in no case be less than $850.00 per security.

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 CMS reference index and the S&P 500® Index (the "index"). The estimated value of the securities is
determined using our own pricing and valuation models, market inputs and assumptions relating to the CMS reference index and the index,
instruments based on the CMS reference index and 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 interest rate, the leverage factor, the maximum interest rate, the CMS
reference index strike, the index reference level and the barrier 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 interest rates and the CMS reference index and the 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, the costs of unwinding the related hedging transactions and other factors.

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

September 2014
Page 3

Morgan Stanley
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Fixed to Floating Rate Securities due 2034
Le ve ra ge d CM S Curve a nd S& P 5 0 0 ® I nde x Link e d Se c urit ie s Wit h t he Pa ym e nt a t M a t urit y Subje c t t o t he Ba rrie r
Le ve l Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Additional Provisions

CM S Re fe re nc e I nde x

Wha t a re t he 3 0 -Y e a r a nd 2 -Y e a r Const a nt M a t urit y Sw a p Ra t e s ?

The 30-Year Constant Maturity Swap Rate (which we refer to as "30CMS") is, on any U.S. government securities business day, the fixed
rate of interest payable on an interest rate swap with a 30-year maturity as reported on Reuters Page ISDAFIX1 or any successor page
thereto at 11:00 a.m. New York City time on that day. This rate is one of the market-accepted indicators of longer-term interest rates.

The 2-Year Constant Maturity Swap Rate (which we refer to as "2CMS") is, on any U.S. government securities business day, the fixed rate
of interest payable on an interest rate swap with a 2-year maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at
11:00 a.m. New York City time on that day. This rate is one of the market-accepted indicators of shorter-term interest rates.

An interest rate swap rate, at any given time, generally indicates the fixed rate of interest (paid semi-annually) that a counterparty in the
swaps market would have to pay for a given maturity, in order to receive a floating rate (paid quarterly) equal to 3-month LIBOR for that
same maturity.

U .S. Gove rnm e nt Se c urit ie s Busine ss Da y

U.S. government securities business day means any day except for a Saturday, Sunday or a day on which The Securities Industry and
Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of
trading in U.S. government securities.

CM S Ra t e Fa llba c k Provisions

If 30CMS or 2CMS is not displayed by 11:00 a.m. New York City time on the Reuters Screen ISDAFIX1 Page on any day on which the
level of the CMS reference index must be determined, such affected rate for such day will be determined on the basis of the mid-market
semi-annual swap rate quotations to the calculation agent provided by five leading swap dealers in the New York City interbank market (the
"Reference Banks") at approximately 11:00 a.m., New York City time, on such day, and, for this purpose, the mid-market semi-annual swap
rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-
floating U.S. Dollar interest rate swap transaction with a term equal to the applicable 30 year or 2 year maturity commencing on such day
and in a representative amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an
actual/360 day count basis, is equivalent to USD-LIBOR-BBA with a designated maturity of three months. The calculation agent will request
the principal New York City office of each of the Reference Banks to provide a quotation of its rate. If at least three quotations are provided,
the rate for that day will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the lowest). If fewer than three quotations are provided as requested,
the rate will be determined by the calculation agent in good faith and in a commercially reasonable manner.

September 2014
Page 4

Morgan Stanley
Fixed to Floating Rate Securities due 2034
Le ve ra ge d CM S Curve a nd S& P 5 0 0 ® I nde x Link e d Se c urit ie s Wit h t he Pa ym e nt a t M a t urit y Subje c t t o t he Ba rrie r
Le ve l Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

T he S& P 5 0 0 ® I nde x

The S&P 500® Index, which is calculated, maintained and published by Standard & Poor's Financial Services 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
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1941 through 1943. For additional information about the S&P 500® Index, see the information set forth under "Annex A--The S&P 500®
Index" in this document and "S&P 500® Index" in the accompanying index supplement.

I nde x Closing V a lue Fa llba c k Provisions

The index closing value on any calendar day during the term of the securities on which the index level is to be determined (each, an "index
determination date") will equal the official closing value of the index as published by the underlying index publisher or its successor, or in the
case of any successor index, the official closing value for such successor index as published by the publisher of such successor index or its
successor, at the regular weekday close of trading on that calendar day, as determined by the calculation agent; provided that the index
closing value for any day from and including the third index business day prior to the related interest payment date for any interest payment
period shall be the index closing value in effect on such third index business day prior to such interest payment date; provided further that if
a market disruption event with respect to the index occurs on any index determination date or if any such index determination date is not an
index business day, the closing value of the index for such index determination date will be the closing value of the index on the
immediately preceding index business day on which no market disruption event has occurred. In certain circumstances, the index closing
value shall be based on the alternate calculation of the index described under "Annex A--The S&P 500® Index--Discontinuance of the S&P
500® Index; Alteration of Method of Calculation."

"Index business day" means a day, as determined by the calculation agent, on which trading is generally conducted on each of the relevant
exchange(s) for the index, other than a day on which trading on such exchange(s) is scheduled to close prior to the time of the posting of its
regular final weekday closing price.

"Relevant exchange" means the primary exchange(s) or market(s) of trading for (i) any security then included in the index, or any successor
index, and (ii) any futures or options contracts related to the index or to any security then included in the index.

For more information regarding market disruption events with respect to the index, discontinuance of the index and alteration of the method
of calculation, see "Annex A--The S&P 500® Index--Market Disruption Event" and "--Discontinuance of the S&P 500® Index; Alteration of
Method of Calculation" herein.

September 2014
Page 5

Morgan Stanley
Fixed to Floating Rate Securities due 2034
Le ve ra ge d CM S Curve a nd S& P 5 0 0 ® I nde x Link e d Se c urit ie s Wit h t he Pa ym e nt a t M a t urit y Subje c t t o t he Ba rrie r
Le ve l Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

How the Securities Work

H ow t o c a lc ula t e t he int e re st pa ym e nt s:

The table below presents examples of hypothetical interest that would accrue on the securities during any month in the floating interest rate
period. The examples below are for purposes of illustration only. The examples of the hypothetical floating interest rate that would accrue
on the securities are based on both the level of the CMS reference index level on the applicable CMS reference determination date and the
total number of calendar days in a monthly interest payment period on which the index closing value is greater than or equal to the index
reference level.

The actual interest payment amounts during the floating interest rate period will depend on the actual level of the CMS reference index on
each CMS reference determination date and the index closing value of the S&P 500® Index on each day during the floating interest
payment period. The applicable interest rate for each monthly interest payment period will be determined on a per-annum basis but will
apply only to that interest payment period. The table assumes that the interest payment period contains 30 calendar days. The examples
below are for purposes of illustration only and would provide different results if different assumptions were made.

Annua lize d ra t e of int e re st pa id
CM S
5 times CM S
N um be r of da ys on w hic h t he inde x c losing va lue is gre a t e r t ha n or e qua l t o t he inde x
Re fe re nc e
Re fe re nc e
re fe re nc e le ve l
I nde x
I nde x *
0
5
1 0
1 5
2 0
2 5
3 0
-2.600%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-2.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
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-2.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-2.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.800%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.600%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.800%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.600%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.200%
1.00%
0.000%
0.167%
0.333%
0.500%
0.667%
0.833%
1.000%
0.400%
2.00%
0.000%
0.333%
0.667%
1.000%
1.333%
1.667%
2.000%
0.600%
3.00%
0.000%
0.500%
1.000%
1.500%
2.000%
2.500%
3.000%
0.800%
4.00%
0.000%
0.667%
1.333%
2.000%
2.667%
3.333%
4.000%
1.000%
5.00%
0.000%
0.833%
1.667%
2.500%
3.333%
4.167%
5.000%
1.200%
6.00%
0.000%
1.000%
2.000%
3.000%
4.000%
5.000%
6.000%
1.400%
7.00%
0.000%
1.167%
2.333%
3.500%
4.667%
5.833%
7.000%
1.600%
8.00%
0.000%
1.333%
2.667%
4.000%
5.333%
6.667%
8.000%
1.800%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
2.000%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.200%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.400%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.600%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.800%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
3.000%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
3.200%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%

* Subject to the minimum interest rate of 0.00% and the maximum interest rate of 10.00%

If 30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating interest rate will be the minimum
interest rate of 0.00% and no interest will accrue on the securities for such interest period regardless of the total number of calendar days in
the interest payment period on which the index closing value of the S&P 500® Index is greater than or equal to the index reference level.

September 2014
Page 6

Morgan Stanley
Fixed to Floating Rate Securities due 2034
Le ve ra ge d CM S Curve a nd S& P 5 0 0 ® I nde x Link e d Se c urit ie s Wit h t he Pa ym e nt a t M a t urit y Subje c t t o t he Ba rrie r
Le ve l Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

H ow t o c a lc ula t e t he pa ym e nt a t m a t urit y (e x c luding a ny int e re st w it h re spe c t t o t he fina l int e re st pe riod):

The payoff diagram below illustrates the payment at maturity (excluding any interest with respect to the final interest period) on the securities
based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per security
Ba rrie r le ve l:
50% of the initial index value
M inim um pa ym e nt a t m a t urit y:
None

Pa yoff Dia gra m
http://www.sec.gov/Archives/edgar/data/895421/000095010314006289/dp49292_424b2-ps1615.htm[9/9/2014 9:35:59 AM]

H ow it w ork s

Pa r Sc e na rio. If the final index value is greater than the barrier level of 50% of the initial index value, the investor would receive
$1,000 stated principal amount.

If the index depreciates 30%, the investor would receive the $1,000 stated principal amount.

Dow nside Sc e na rio. If the final index value is less than the barrier level of 50% of the initial index value, the investor would receive
an amount that is significantly less than the $1,000 stated principal amount, based on a 1% loss of principal for each 1% decline in the
index. This amount will be less than $500 per security. There is no minimum payment at maturity on the securities. Accordingly,
investors may lose up to their entire initial investment in the securities.

If the index depreciates 60%, the investor would lose 60% of the investor's principal and receive only $400 per security at maturity,
or 40% of the stated principal amount.

September 2014
Page 7

Morgan Stanley
Fixed to Floating Rate Securities due 2034
Le ve ra ge d CM S Curve a nd S& P 5 0 0 ® I nde x Link e d Se c urit ie s Wit h t he Pa ym e nt a t M a t urit y Subje c t t o t he Ba rrie r
Le ve l Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Historical Information

T he CM S Re fe re nc e I nde x

The following graph sets forth the historical difference between the 30-Year Constant Maturity Swap Rate and the 2-Year Constant Maturity
Swap Rate for the period from January 1, 1999 to September 5, 2014 (the "historical period"). The historical difference between the 30-
Year Constant Maturity Swap Rate and the 2-Year Constant Maturity Swap Rate should not be taken as an indication of the future
performance of the CMS reference index. The graph below does not reflect the return the securities would have yielded during the period
presented because it does not take into account the index closing values or the leverage factor. We cannot give you any assurance that
the level of the CMS reference index will be positive on any CMS reference determination date. We obtained the information in the graph
http://www.sec.gov/Archives/edgar/data/895421/000095010314006289/dp49292_424b2-ps1615.htm[9/9/2014 9:35:59 AM]

below, without independent verification, from Bloomberg Financial Markets ("USSW"), which closely parallels but is not necessarily exactly
the same as the Reuters Page price sources used to determine the level of the CMS reference index.

* T he bold line in t he gra ph indic a t e s t he CM S re fe re nc e inde x st rik e of 0 .0 0 % .

The historical performance shown above is not indicative of future performance. The CMS reference index level may be negative on one or
more specific CMS reference determination dates during the floating interest rate period even if the level of the CMS reference index is
generally positive and, moreover, the level of the CMS reference index has in the past been, and may in the future be, negative.

I f t he le ve l of t he CM S re fe re nc e inde x is ne ga t ive on a ny CM S re fe re nc e de t e rm ina t ion da t e during t he floa t ing
int e re st ra t e pe riod, you w ill not re c e ive a ny int e re st for t he re la t e d int e re st pa ym e nt pe riod. M ore ove r, e ve n if t he
le ve l of t he CM S re fe re nc e inde x is posit ive on a ny suc h CM S re fe re nc e de t e rm ina t ion da t e , if t he inde x c losing
va lue is le ss t ha n t he inde x re fe re nc e le ve l on a ny da y during t he int e re st pa ym e nt pe riod, you w ill not re c e ive a ny
int e re st w it h re spe c t t o suc h da y, a nd if t he inde x c losing va lue re m a ins be low t he inde x re fe re nc e le ve l for e a c h
da y in t he a pplic a ble int e re st pa ym e nt pe riod, you w ill re c e ive no int e re st for t ha t int e re st pa ym e nt pe riod.

September 2014
Page 8

Morgan Stanley
Fixed to Floating Rate Securities due 2034
Le ve ra ge d CM S Curve a nd S& P 5 0 0 ® I nde x Link e d Se c urit ie s Wit h t he Pa ym e nt a t M a t urit y Subje c t t o t he Ba rrie r
Le ve l Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

T he S& P 5 0 0 ® I nde x

The following table sets forth the published high and low index closing values, as well as end-of-quarter index closing values, for each
quarter from January 1, 2009 through September 5, 2014. The graph following the table sets forth the daily index closing values during the
historical period. The index closing value on September 5, 2014 was 2,007.71. The historical index closing values should not be taken as
an indication of future performance, and we cannot give you any assurance that the index closing value will be higher than the index
reference level on any index determination date during the floating interest rate period in which you are paid the floating interest rate. The
http://www.sec.gov/Archives/edgar/data/895421/000095010314006289/dp49292_424b2-ps1615.htm[9/9/2014 9:35:59 AM]

graph below does not reflect the return the securities would have yielded during the period presented because it does not take into account
the CMS reference index level or the leverage factor. We obtained the information in the table and graph below from Bloomberg Financial
Markets, without independent verification.

S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 0 9

First Quarter
934.70
676.53
797.87
Second Quarter
946.21
811.08
919.32
Third Quarter
1,071.66
879.13
1,057.08
Fourth Quarter
1,127.78
1,025.21
1,115.10
2 0 1 0

First Quarter
1,174.17
1,056.74
1,169.43
Second Quarter
1,217.28
1,030.71
1,030.71
Third Quarter
1,148.67
1,022.58
1,141.20
Fourth Quarter
1,259.78
1,137.03
1,257.64
2 0 1 1

First Quarter
1,343.01
1,256.88
1,325.83
Second Quarter
1,363.61
1,265.42
1,320.64
Third Quarter
1,353.22
1,119.46
1,131.42
Fourth Quarter
1,285.09
1,099.23
1,257.60
2 0 1 2

First Quarter
1,416.51
1,277.06
1,408.47
Second Quarter
1,419.04
1,278.04
1,362.16
Third Quarter
1,465.77
1,334.76
1,440.67
Fourth Quarter
1,461.40
1,353.33
1,426.19
2 0 1 3

First Quarter
1,569.19
1,457.15
1,569.19
Second Quarter
1,669.16
1,541.61
1,606.28
Third Quarter
1,725.52
1,614.08
1,681.55
Fourth Quarter
1,848.36
1,655.45
1,848.36
2 0 1 4

First Quarter
1,878.04
1,741.89
1,872.34
Second Quarter
1,962.87
1,815.69
1,960.23
Third Quarter (through September 5, 2014)
2,007.71
1,909.57
2,007.71

September 2014
Page 9

Morgan Stanley
Fixed to Floating Rate Securities due 2034
Le ve ra ge d CM S Curve a nd S& P 5 0 0 ® I nde x Link e d Se c urit ie s Wit h t he Pa ym e nt a t M a t urit y Subje c t t o t he Ba rrie r
Le ve l Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

http://www.sec.gov/Archives/edgar/data/895421/000095010314006289/dp49292_424b2-ps1615.htm[9/9/2014 9:35:59 AM]

Document Outline

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