Obligation Morgan Stanleigh 6.5% ( US61761JB739 ) en USD

Morgan Stanleigh

100 % ⇌

Etas-Unis

US61761JB739 ( en USD )

6.5% par an ( paiement semestriel )

31/07/2030

Prospectus brochure de l'obligation Morgan Stanley US61761JB739 en USD 6.5%, échéance 31/07/2030

1 000 USD

1 392 000 USD

61761JB73

N/A

31/07/2025 ( Dans 25 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.

Morgan Stanley a émis une obligation (US61761JB739/61761JB73) d'une valeur totale de 1 392 000 USD, négociée actuellement à 100 %, avec un taux d'intérêt de 6,5 %, échéant le 31/07/2030, payable semestriellement, par tranches minimum de 1 000 USD, non notée par Moody's.

424B2 1 dp58270_424b2-ps383.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 2030

$1,392,000

$161.75

J uly 2 0 1 5
Pricing Supplement No. 383
Registration Statement No. 333-200365
Dated July 28, 2015
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Participation Securities due July 31, 2030
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO
ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, the
securities will pay a contingent monthly coupon but only if the index closing value of e a c h of t he Russe ll 2 0 0 0 ® I nde x a nd
t he EU RO ST OX X 5 0 ® I nde x on the related observation date is a t or a bove 7 0 % of it s re spe c t ive init ia l inde x
va lue , which we refer to as the coupon barrier level. If the index closing value of e it he r unde rlying inde x is less than the
coupon barrier level for such index on any observation date, we will pay no interest for the related interest period. At maturity, if the
final index value of e a c h underlying index is greater than its respective initial index value, you will receive the stated principal
amount plus a positive return reflecting the appreciation of the worst performing underlying index, in addition to the related
contingent monthly coupon. If the final index value of e it he r underlying index is less than or equal to its initial index value, but the
final index value of e a c h underlying index is greater than or equal to 50% of the respective 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 of e a c h
underlying index is also greater than or equal to its coupon barrier level, the related contingent monthly coupon. If, however, the
final index value of e it he r underlying index is less than its downside threshold level, investors will be exposed to the decline in the
worst performing underlying index on a 1 to 1 basis and will receive a payment at maturity that is less than 50% of the stated
principal amount of the securities and could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o
a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt ba se d on t he pe rform a nc e of e it he r inde x a nd a lso
t he risk of not re c e iving a ny c ont inge nt m ont hly c oupons for t he e nt ire 1 5 -ye a r t e rm of t he se c urit ie s.
Because payments on the securities are based on the worst performing of the underlying indices, a decline beyond the respective
coupon barrier level and/or respective downside threshold level, as applicable, of e it he r underlying index will result in few or no
contingent monthly coupons and/or a significant loss of your investment, as applicable, even if the other underlying index has
appreciated or has not declined as much. These long-dated securities are for investors who seek an opportunity to earn interest at
a potentially above-market rate and seek a potential return at maturity based on the appreciation of the worst performing of the two
underlying indices in exchange for the risk of losing a significant portion or all of their investment if e it he r underlying index closes
below its downside threshold level on the final observation date and the risk of receiving no monthly interest if e it he r unde rlying
inde x closes below the coupon barrier level for such index on the observation dates. The securities are notes issued as part of
Morgan Stanley's Series F Global Medium-Term Notes program.
All 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
U nde rlying indic e s:
Russell 2000® Index (the "RTY Index") and EURO STOXX 50® Index (the "SX5E Index")
Aggre ga t e princ ipa l
$1,392,000
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 :
July 28, 2015
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Origina l issue da t e :
July 31, 2015 (3 business days after the pricing date)
M a t urit y da t e :
July 31, 2030
Cont inge nt m ont hly
If, on any observation date, the closing value of e a c h unde rlying inde x on such date is gre a t e r
c oupon:
t ha n or e qua l t o the coupon barrier level, we will pay a contingent monthly coupon at an annual
rate of 6.50% (corresponding to approximately $5.4167 per month per security) on the related coupon
payment date.
I f, on a ny obse rva t ion da t e , t he c losing va lue of e it he r unde rlying inde x is le ss
t ha n t he c oupon ba rrie r le ve l for suc h inde x , w e w ill pa y no c oupon for t he
a pplic a ble int e re st pe riod. I t is possible t ha t one or bot h unde rlying indic e s w ill
re m a in be low t he re spe c t ive c oupon ba rrie r le ve l(s) for e x t e nde d pe riods of t im e or
e ve n t hroughout t he e nt ire t e rm of t he se c urit ie s so t ha t you w ill re c e ive fe w or no
c ont inge nt m ont hly c oupons during t he 1 5 -ye a r t e rm of t he se c urit ie s.
Coupon ba rrie r le ve l:
With respect to the RTY Index: 857.219, which is approximately 70% of the initial index value for
such index
With respect to the SX5E Index: 2,487.877, which is 70% of the initial index value for such index
Dow nside t hre shold
With respect to the RTY Index: 612.300, which is approximately 50% of the initial index value for
le ve l:
such index
With respect to the SX5E Index: 1,777.055, which is 50% of the initial index value for such index
Pa ym e nt a t m a t urit y:
· If the final index value of each underlying index is greater than its respective initial index value:
(i) (a) the stated principal amount multiplied by (b) the index performance factor of the worst
performing underlying index plus (ii) the contingent monthly coupon with respect to the final
observation date.
· If the final index value of either underlying index is less than or equal to its respective initial
index value, but the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its
respective downside threshold level: the stated principal amount, and, if the final index value of
e a c h underlying index is also gre a t e r t ha n or e qua l t o its respective coupon barrier level, the
contingent monthly coupon with respect to the final observation date.
· If the final index value of either underlying index is less than its respective downside threshold
level: (i) the stated principal amount multiplied by (ii) the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be less than
50% of the stated principal amount of the securities and could be zero.

Terms continued on the following page
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
$940.90 per security. See "Investment Summary" beginning on page 3.
pric ing da t e :
Com m issions a nd issue
pric e :
Pric e t o public (1)
Age nt 's c om m issions (2)
Proc e e ds t o issue r (3)
Pe r se c urit y
$1,000
$35
$965
T ot a l
$1,392,000
$48,720
$1,343,280
(1) The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $35
for each security they sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts
will receive a sales commission of $5 per security. See "Supplemental information regarding plan of distribution; conflicts of
interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement.
(3) See "Use of proceeds and hedging" on page 26.
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 0 .
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 doc um 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 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 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 doc um e nt .

Prospe c t us Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4
I nde x Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4
Prospe c t us da t e d N ove m be r 1 9 , 2 0 1 4
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Contingent Income Participation Securities due July 31, 2030
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
I nit ia l inde x va lue :
With respect to the RTY Index: 1,224.599, which is the index closing value of such index on the
pricing date
With respect to the SX5E Index: 3,554.11, which is the index closing value of such index on the
pricing date
Fina l inde x va lue :
With respect to each index, the respective index closing value on the final observation date
Worst pe rform ing
The underlying index with the lesser index performance factor
unde rlying inde x :
I nde x pe rform a nc e fa c t or: Final index value divided by the initial index value
Coupon pa ym e nt da t e s:
The last calendar day of each month, beginning August 31, 2015; provided that if any such day is
not a business day, that contingent monthly coupon, if any, will be paid on the next succeeding
business day and no adjustment will be made to any coupon payment made on that succeeding
business day; provided further that the contingent monthly coupon, if any, with respect to the final
observation date shall be paid on the maturity date.
Obse rva t ion da t e s:
The third scheduled business day preceding each scheduled coupon payment date, beginning
with the August 31, 2015 coupon payment date, subject to postponement for non-index business
days and certain market disruption events. We also refer to the third scheduled business day prior
to the scheduled maturity date as the final observation date.
CU SI P / I SI N :
61761JB73 / US61761JB739
List ing:
The securities will not be listed on any securities exchange.
July 2015
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Contingent Income Participation Securities due July 31, 2030
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s

Investment Summary

Contingent Income Securities
Princ ipa l a t Risk Se c urit ie s

Contingent Income Participation Securities due July 31, 2030 Payments on the Securities Based on the Worst Performing of the
Russell 2000® Index and the EURO STOXX 50® Index (the "securities") do not guarantee the repayment of principal and do not
provide for the regular payment of interest. The securities will pay a contingent monthly coupon but only if the index closing
value of e a c h of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x (which we refer to together as the
"underlying indices") is a t or a bove 70% of its respective initial index value, which we refer to as the coupon barrier level, on the
related observation date. If the index closing value of e it he r unde rlying inde x is less than the coupon barrier level for such
index on any observation date, we will pay no coupon for the related monthly period. It is possible that the index closing value of
one or both underlying indices will remain below the respective coupon barrier level(s) for extended periods of time or even
throughout the entire term of the securities so that you will receive few or no contingent monthly coupons. We refer to the coupon
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on the securities as contingent, because there is no guarantee that you will receive a coupon payment on any coupon payment
date. Even if an underlying index were to be at or above the coupon barrier level for such index on some monthly observation
dates, it may fluctuate below the coupon barrier level on others. In addition, even if one underlying index were to be at or above
the coupon barrier level for such index on all monthly observation dates, you will receive a contingent monthly coupon only with
respect to the observation dates on which the other underlying index is also at or above the coupon barrier level for such index, if
any.

At maturity, if the final index value of e a c h underlying index is greater than its respective initial index value, you will receive the
stated principal amount plus a positive return reflecting the appreciation of the worst performing underying index, in addition to the
related contingent monthly coupon. If the final index value of e it he r underlying index is less than or equal to its initial index value,
but the final index value of e a c h underlying index is greater than or equal to 50% of the respective 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 of
e a c h underlying index is also greater than or equal to its coupon barrier level, the related contingent monthly coupon. If, however,
the final index value of e it he r underlying index is less than its downside threshold level, investors will be exposed to the decline in
the worst performing underlying index on a 1 to 1 basis and will receive a payment at maturity that is less than 50% of the stated
principal amount of the securities and could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o
a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt ba se d on t he pe rform a nc e of e it he r inde x a nd a lso
t he risk of not re c e iving a ny c ont inge nt m ont hly c oupons.

M a t urit y:
15 years
Cont inge nt
If, on any observation date, the closing value of e a c h unde rlying inde x on such date is gre a t e r
m ont hly c oupon:
t ha n or e qua l t o the coupon barrier level, we will pay a contingent monthly coupon at an annual
rate of 6.50% (corresponding to approximately $5.4167 per month per security) on the related coupon
payment date.

I f, on a ny obse rva t ion da t e , t he c losing va lue of e it he r unde rlying inde x is le ss t ha n
t he c oupon ba rrie r le ve l for suc h inde x , w e w ill pa y no c oupon for t he a pplic a ble
int e re st pe riod. I t is possible t ha t one or bot h unde rlying indic e s w ill re m a in be low
t he re spe c t ive c oupon ba rrie r le ve l(s) for e x t e nde d pe riods of t im e or e ve n
t hroughout t he e nt ire t e rm of t he se c urit ie s so t ha t you w ill re c e ive fe w or no
c ont inge nt m ont hly c oupons during t he 1 5 -ye a r t e rm of t he se c urit ie s.

Pa ym e nt a t
· If the final index value of each underlying index is greater than its respective initial index value:
m a t urit y:
(i) (a) the stated principal amount multiplied by (b) the index performance factor of the worst
performing underlying index plus (ii) the contingent monthly coupon with respect to the final
observation date.

· If the final index value of either underlying index is less than or equal to its respective initial
index value, but the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its
respective downside threshold level: the stated principal amount, and, if the final index value of
e a c h underlying index is also gre a t e r t ha n or e qua l t o its respective coupon barrier level, the
contingent monthly coupon with respect to the final observation date.

· If the final index value of either underlying index is less than its respective downside threshold
level: (i) the stated principal amount multiplied by (ii) the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be less than
50% of the stated principal amount of the securities and could be zero.
July 2015
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Contingent Income Participation Securities due July 31, 2030
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s
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Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway,
New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative.
Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less
than $1,000. We estimate that the value of each security on the pricing date is $940.90.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the contingent monthly coupon rate, the coupon barrier levels and
the downside threshold levels, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads
and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal
funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing,
selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 18 months following the
issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market
conditions, including those related to the underlying indices, and to our secondary market credit spreads, it would do so based on
values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account
statements.

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

July 2015
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Contingent Income Participation Securities due July 31, 2030
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s

Key Investment Rationale

The securities do not provide for the regular payment of interest and instead will pay a contingent monthly coupon but only if the
index closing value of e a c h unde rlying inde x is a t or a bove 70% of its initial index value, which we refer to as the coupon
barrier level, on the related observation date. The following scenarios are for illustration purposes only to demonstrate how the
payment at maturity and contingent monthly coupon are calculated, and do not attempt to demonstrate every situation that may
occur. Accordingly, the contingent monthly coupon may be payable with respect to none of, or some but not all of, the monthly
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periods, and the payment at maturity may be less than 50% of the stated principal amount and could be zero.

Sc e na rio 1 : A contingent
This scenario assumes that each underlying index closes at or above its respective coupon
monthly coupon is paid for all
barrier level on every monthly observation date. Investors receive the 6.50% per annum
interest periods, and investors
contingent monthly coupon for each interest period during the term of the securities. At
receive at maturity a positive
maturity, each underlying index closes above its respective initial index value, and so
return on the securities
investors receive, in addition to the contingent monthly coupon with respect to the final
reflecting the appreciation of the
observation date, the stated principal amount times the index performance factor of the
worst performing underlying
worst performing underlying index, which will result in a positive return on the securities
index, which is the best case
reflecting the appreciation of the worst performing underlying index.
scenario.
Sc e na rio 2 : A contingent
This scenario assumes that each underlying index closes at or above its respective coupon
monthly coupon is paid for
barrier level on some monthly observation dates, but one or both underlying indices close
some, but not all, interest
below the respective coupon barrier level(s) for such index on the others. Investors will
periods, and investors receive
receive the contingent monthly coupon for the monthly interest periods for which the index
principal back at maturity.
closing value of each underlying index is at or above its respective coupon barrier level on
the related observation date, but not for the interest periods for which one or both underlying
indices close below the respective coupon barrier level(s) on the related observation
date. On the final observation date, one or both underlying indices close at or below the
respective initial index value(s), but each underlying index closes at or above its downside
threshold level. At maturity, investors receive the stated principal amount, and, depending
on whether each final index value is greater than, equal to or below the respective coupon
barrier level, the contingent monthly coupon with respect to the final observation date.
Sc e na rio 3 : No contingent
This scenario assumes that one or both underlying indices close below the respective
monthly coupon is paid for any
coupon barrier level(s) on every monthly observation date. Since one or both underlying
interest period during the 15-
indices close below the respective coupon barrier level(s) on every monthly observation date,
year term of the securities, and
investors do not receive any contingent monthly coupon during the 15-year term of the
investors suffer a substantial
securities. On the final observation date, one or both underlying indices close below the
loss of principal at maturity.
respective downside threshold level(s). At maturity, investors will receive an amount equal to
the stated principal amount multiplied by the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be
less than 50% of the stated principal amount and could be zero.
July 2015
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Contingent Income Participation Securities due July 31, 2030
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s

Underlying Indices Summary

Russe ll 2 0 0 0 ® I nde x

The Russell 2000® Index is an index calculated, published and disseminated by Russell Investments, and measures the composite
price performance of stocks of 2,000 companies (the "Russell 2000 Component Stocks") incorporated in the U.S. and its territories.
All 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell 3000® Index. The
Russell 3000® Index is composed of the 3,000 largest U.S. companies as determined by market capitalization and represents
approximately 98% of the U.S. equity market. The Russell 2000® Index consists of the smallest 2,000 companies included in the
Russell 3000® Index and represents a small portion of the total market capitalization of the Russell 3000® Index. The Russell
2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity market.
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Information as of market close on July 28, 2015:

Bloom be rg T ic k e r Sym bol:
RTY
Curre nt I nde x V a lue :
1,224.599
5 2 We e k s Ago:
1,139.502
5 2 We e k H igh (on 6 /2 3 /2 0 1 5 ):
1,295.799
5 2 We e k Low (on 1 0 /1 3 /2 0 1 4 ):
1,049.303

For additional information about the Russell 2000® Index, see the information set forth under "Russell 2000® Index" in the
accompanying index supplement. Furthermore, for additional historical information, see "Russell 2000® Index Historical
Performance" below.

EU RO ST OX X 5 0 ® I nde x

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG.
Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at December 31,
1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600
Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and
represent the largest companies across all market sectors.

Information as of market close on July 28, 2015:

Bloom be rg T ic k e r Sym bol:
SX5E
Curre nt I nde x V a lue :
3,554.11
5 2 We e k s Ago:
3,171.55
5 2 We e k H igh (on 4 /1 3 /2 0 1 5 ):
3,828.78
5 2 We e k Low (on 1 0 /1 6 /2 0 1 4 ):
2,874.65

For additional information about the EURO STOXX 50® Index, see the information set forth under "EURO STOXX 50® Index" in
the accompanying index supplement. Furthermore, for additional historical information, see "EURO STOXX 50® Index Historical
Performance" below.

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Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent monthly coupon is paid with respect to an
observation date and how to calculate the payment at maturity. The following examples are for illustrative purposes only. Whether
you receive a contingent monthly coupon for any monthly period will be determined by reference to the index closing value of each
underlying index on each monthly observation date, and the amount you will receive at maturity, if any, will be determined by
reference to the final index value of each underlying index on the final observation date. The actual initial index value, coupon
barrier level and downside threshold level for each underlying index are set forth on the cover page of this document. All payments
on the securities, if any, are subject to the credit risk of Morgan Stanley. The below examples are based on the following terms:

Contingent Monthly Coupon:
If, on any observation date, the closing value of e a c h unde rlying inde x on such date is
http://www.sec.gov/Archives/edgar/data/895421/000095010315005955/dp58270_424b2-ps383.htm[7/30/2015 4:12:39 PM]

gre a t e r t ha n or e qua l t o the coupon barrier level, we will pay a contingent monthly
coupon at an annual rate of 6.50% (corresponding to approximately $5.4167 per month per
security) on the related coupon payment date.*

I f, on a ny obse rva t ion da t e , t he c losing va lue of e it he r unde rlying inde x is
le ss t ha n t he c oupon ba rrie r le ve l for suc h inde x , w e w ill pa y no c oupon for
t he a pplic a ble int e re st pe riod. I t is possible t ha t one or bot h unde rlying
indic e s w ill re m a in be low t he re spe c t ive c oupon ba rrie r le ve l(s) for e x t e nde d
pe riods of t im e or e ve n t hroughout t he e nt ire t e rm of t he se c urit ie s so t ha t
you w ill re c e ive fe w or no c ont inge nt m ont hly c oupons during t he 1 5 -ye a r
t e rm of t he se c urit ie s.

Payment at Maturity
· If the final index value of each underlying index is greater than its respective initial
index value: (i) (a) the stated principal amount multiplied by (b) the index performance
factor of the worst performing underlying index plus (ii) the contingent monthly coupon with
respect to the final observation date.

· If the final index value of either underlying index is less than or equal to its respective
initial index value, but the final index value of e a c h underlying index is gre a t e r t ha n or
e qua l t o its respective downside threshold level: the stated principal amount, and, if the
final index value of e a c h underlying index is also gre a t e r t ha n or e qua l t o its
respective coupon barrier level, the contingent monthly coupon with respect to the final
observation date.

· If the final index value of either underlying index is less than its respective downside
threshold level: (i) the stated principal amount multiplied by (ii) the index performance factor
of the worst performing underlying index. This amount will be less than 50% of the stated
principal amount of the securities and could be zero.

Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the RTY Index: 1,200

With respect to the SX5E Index: 3,100
Hypothetical Coupon Barrier
With respect to the RTY Index: 840, which is 70% of the hypothetical initial index value for
Level:
such index

With respect to the SX5E Index: 2,170, which is 70% of the hypothetical initial index value for
such index
Hypothetical Downside
With respect to the RTY Index: 600, which is 50% of the hypothetical initial index value for
Threshold Level:
such index

With respect to the SX5E Index: 1,550, which is 50% of the hypothetical initial index value for
such index
* The actual monthly coupon will be an amount determined by the calculation agent based on the number of days in the applicable
payment period, calculated on a 30/360 basis. The hypothetical monthly coupon of $5.4167 is used in these examples for ease of
analysis.

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I nde x
Princ ipa l a t Risk Se c urit ie s

How to determine whether a contingent monthly coupon is payable with respect to an observation date:

Index Closing Value
Contingent Monthly Coupon

RTY Index
SX5E Index

Hypothetical Observation
850 (a t or a bove
2,200 (a t or a bove
$5.4167
Date 1
coupon barrier level)
coupon barrier level)
Hypothetical Observation
900 (a t or a bove
1,700 (be low coupon
$0
Date 2
coupon barrier level)
barrier level)
Hypothetical Observation
600 (be low coupon
2,300 (a t or a bove
$0
Date 3
barrier level)
coupon barrier level)
Hypothetical Observation
550 (be low coupon
1,600 (be low coupon
$0
Date 4
barrier level)
barrier level)

On hypothetical observation date 1, both the RTY Index and SX5E Index close at or above their respective coupon barrier levels.
Therefore a contingent monthly coupon of approximately $5.4167 is paid on the relevant coupon payment date.

On each of the hypothetical observation dates 2 and 3, one underlying index closes at or above its coupon barrier level but the
other underlying index closes below its coupon barrier level. Therefore, no contingent monthly coupon is paid on the relevant
coupon payment date.

On hypothetical observation date 4, each underlying index closes below its respective coupon barrier level and accordingly no
contingent monthly coupon is paid on the relevant coupon payment date.

Y ou w ill not re c e ive a c ont inge nt m ont hly c oupon on a ny c oupon pa ym e nt da t e if t he c losing va lue of e it he r
unde rlying inde x is be low it s re spe c t ive c oupon ba rrie r le ve l on t he re la t e d obse rva t ion da t e .

How to calculate the payment at maturity:

Final Index Value
Index Performance Factor
Payment at Maturity

RTY Index
SX5E Index
RTY Index
SX5E Index

($1,000 x index performance
1,800 (a bove the initial
3,720 (a bove the
factor of the worst performing
1,800 / 1,200 =
3,720 / 3,100
Example 1:
index value and coupon
initial index value and
underlying index) + contingent
150%
= 120%
barrier level)
coupon barrier level)
monthly coupon = ($1,000 x
120%) + $5.4167 = $1,205.4167
1,080 (be low the initial
$1,005.4167 (the stated
index value, but a t or
3,720 (a bove the
principal amount plus the
1,080 / 1,200 =
3,720 / 3,100
Example 2:
a bove the downside
initial index value and
contingent monthly coupon with
90%
= 120%
threshold level and
coupon barrier level)
respect to the final observation
coupon barrier level)
date
720 (be low the initial
index value and the
$1,000.00
3,720 (a bove the
coupon barrier level, but
720 / 1,200 =
3,720 / 3,100

Example 3:
initial index value and
a t or a bove the
60%
= 120%
(the stated principal amount)
coupon barrier level)
downside threshold

level)
$1,000 x index performance
720 (a t or a bove the
1,240 (be low the
factor of the worst performing
720 / 1,200 =
1,240 / 3,100
Example 4:
downside threshold
downside threshold
underlying index =
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60%
= 40%
level)
level)
$1,000 x 40% =
$400
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I nde x
Princ ipa l a t Risk Se c urit ie s

360 (be low the
1,240 (be low the
360 / 1,200 =
1,240 / 3,100
Example 5:
downside threshold
downside threshold
$1,000 x 30% = $300
30%
= 40%
level)
level)
480 (be low the
930 (be low the
480 / 1,200 =
930 / 3,100 =
Example 6:
downside threshold
downside threshold
$1,000 x 30% = $300
40%
30%
level)
level)

In example 1, the final index values of both the RTY Index and SX5E Index are above their initial index values. The RTY Index has
appreciated 50% from its initial index value, whereas the SX5E Index has appreciated 20% from its initial index value. Therefore,
investors receive at maturity the stated principal amount and a positive return reflecting the appreciation of the SX5E Index, which
is the worst performing underlying index, in addition to the contingent monthly coupon with respect to the final observation date.

You will participate in the appreciation of an underlying index only if both underlying indices appreciate over the term of the
securities, in which case you will receive a return reflecting the appreciation of the worst performing underlying index.

In example 2, the final index value of the RTY Index is below its initial index value, but the final index values of both the RTY Index
and SX5E Index are at or above their downside threshold levels and coupon barrier levels. Therefore, investors receive at maturity
the stated principal amount of the securities and the contingent monthly coupon with respect to the final observation date.

In example 3, the final index value of the RTY Index is below its initial index value, but the final index values of both the RTY Index
and the SX5E Index are at or above their downside threshold levels. As the final index value of one underlying index is below its
coupon barrier level, investors receive at maturity the stated principal amount of the securities but do not receive the contingent
monthly coupon with respect to the final observation date.

In example 4, the final index value of the RTY Index is at or above its downside threshold level but the final index value of the
SX5E Index is below its downside threshold level. Therefore, investors are exposed to the downside performance of the SX5E
Index, which is the worst performing underlying index at maturity, and receive at maturity an amount equal to the stated principal
amount times the index performance factor of the worst performing underlying index.

Similarly, in examples 5 and 6, the final index value of each underlying index is below its respective downside threshold level, and
investors receive at maturity an amount equal to the stated principal amount times the index performance factor of the worst
performing underlying index. In example 5, the RTY Index has declined 70% from its initial index value to its final index value, while
the SX5E Index has declined 60% from its initial index value to its final index value. Therefore, the payment at maturity equals the
stated principal amount times the index performance factor of the RTY Index, which is the worst performing underlying index in this
example. In example 6, the RTY Index has declined 60% from its initial index value, while the SX5E Index has declined 70% from
its initial index value to its final index value. Therefore the payment at maturity equals the stated principal amount times the index
performance factor of the SX5E Index, which is the worst performing underlying index in this example.

I f t he fina l inde x va lue of EI T H ER unde rlying inde x is be low it s re spe c t ive dow nside t hre shold le ve l, you
w ill be e x pose d t o t he dow nside pe rform a nc e of t he w orst pe rform ing unde rlying inde x a t m a t urit y, a nd
your pa ym e nt a t m a t urit y w ill be le ss t ha n $ 5 0 0 pe r se c urit y a nd c ould be ze ro.

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Document Outline

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