Obligation Morgan Stanleigh 7% ( US61761JVV87 ) en USD

Morgan Stanleigh

100 % ⇌

Etas-Unis

US61761JVV87 ( en USD )

7% par an ( paiement semestriel )

30/01/2030

Prospectus brochure de l'obligation Morgan Stanley US61761JVV87 en USD 7%, échéance 30/01/2030

1 000 USD

61761JVV8

N/A

30/07/2025 ( Dans 24 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 US61761JVV87, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/01/2030

424B2 1 dp52980_424b2-ps41.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee

Contingent Income Auto-Callable Securities due

$741,000

$86.10
2030

J a nua ry 2 0 1 5
Pricing Supplement No. 41
Registration Statement No. 333-200365
Dated January 27, 2014
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Auto-Callable Cannon Securities due January 30, 2030
All 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 , Wit h Pot e nt ia l Le ve ra ge d Ex posure if t he Se c urit ie s Are N ot Ca lle d Prior t o M a t urit y
Princ ipa l a t Risk Se c urit ie s
The securities are unsecured obligations of Morgan Stanley and have the terms described in the accompanying product supplement, index
supplement and prospectus, as supplemented or modified by this document. 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 the Russell 2000® Index a nd the EURO STOXX 50® Index is a t or a bove its coupon barrier level of 75% of its respective initial index
value on the related observation date. If, however, the index closing value of e it he r underlying index is le ss t ha n its coupon barrier level on any
observation date, we will pay no interest for the related monthly period. In addition, starting on the fourth anniversary of the original issue date, the
securities will be automatically redeemed if the index closing 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 initial
index value on any quarterly redemption determination date for the early redemption payment equal to the sum of the stated principal amount plus
the related contingent monthly coupon. At maturity, if the securities have not previously been redeemed, investors will receive a payment based on
the leveraged performance of the w orst pe rform ing unde rlying inde x , with the possibility of a positive return even if the worst performing
underlying index has declined as long as such decline is not to or below its threshold level, as set forth below. Because of the manner in which the
payment at maturity is calculated, if the final index value of e a c h underlying index is gre a t e r t ha n 50% of its initial index value, which we refer to
as the respective threshold level, investors will receive a positive return of 2% for each 1% by which the final index value of the worst performing
underlying index is greater than its threshold level. However, if the final index value of e it he r underlying index is le ss t ha n its t hre shold le ve l ,
investors will lose 2% for each 1% by which the final index value of the worst performing underlying index is less than its threshold level. 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 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 a nd a lso t he risk of not re c e iving a ny c ont inge nt m ont hly c oupons
t hroughout t he 1 5 -ye a r t e rm of t he se c urit ie s. Because all payments on the securities are based on the worst performing of the
underlying indices, a decline beyond the respective coupon barrier level or respective threshold level, as applicable, of either underlying index will
result in few or no contingent monthly coupon payments or a loss of some or all of your investment, even if the other underlying index appreciates
or has not declined as much. These long-dated securities are for investors who are willing to risk their principal and seek an opportunity to earn
interest at a potentially above-market rate in exchange for the risk of losing some or all of their principal if either underlying index declines below its
threshold level and the risk of receiving no monthly coupons over the entire 15-year term with no possibility of being called out of the securities until
after the initial 4-year non-call period. 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
$741,000
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 (see "Commissions and issue price" below)
Pric ing da t e :
January 27, 2015
Origina l issue da t e :
January 30, 2015 (3 business days after the pricing date)
M a t urit y da t e :
January 30, 2030
Ea rly re de m pt ion:
The securities are not subject to automatic early redemption until the fourth anniversary of the original issue
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date. Following this initial 4-year non-call period, if, on any redemption determination date, beginning on the third
scheduled business day preceding January 30, 2019, the index closing value of e a c h unde rlying inde x is
greater than or equal to its respective initial index value, the securities will be automatically redeemed for an early
redemption payment on the related early redemption date. No further payments will be made on the securities
once they have been redeemed.
T he se c urit ie s w ill not be re de e m e d e a rly on a ny e a rly re de m pt ion da t e if t he inde x c losing
va lue of e it he r unde rlying inde x is be low t he re spe c t ive init ia l inde x va lue for suc h
unde rlying inde x on t he re la t e d re de m pt ion de t e rm ina t ion da t e .
Ea rly re de m pt ion
The early redemption payment will be an amount equal to (i) the stated principal amount for each security you
pa ym e nt :
hold plus (ii) the contingent monthly coupon with respect to the related observation date.
Cont inge nt m ont hly
A contingent monthly coupon at an annual rate of 7 .0 0 % (c orre sponding t o a pprox im a t e ly $ 5 .8 3 3 3
c oupon:
pe r m ont h pe r se c urit y) will be paid on the securities on each coupon payment date but only if the closing
value of e a c h unde rlying inde x is at or above its respective coupon barrier level on the related observation
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
re spe c t ive c oupon ba rrie r le ve l for suc h unde rlying inde x , w e w ill pa y no c oupon for t he
a pplic a ble m ont hly 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 ir re spe c t ive c oupon ba rrie r le ve ls for e x t e nde d pe riods of t im e or e ve n
t hroughout t he e nt ire 1 5 -ye a r 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.
Pa ym e nt a t m a t urit y:
If the securities are not redeemed prior to the maturity date, investors will receive, in addition to the final
contingent monthly coupon, if any, a payment at maturity based on the leveraged performance of the worst
performing underlying index, equal to: (i) the stated principal amount times (ii) the index performance factor of the
worst performing underlying index times (iii) 2.
Because of the manner in which the payment at maturity is calculated, if the final index value of each underlying
index is greater than its respective threshold level, investors will receive a positive return of 2% for each 1% by
which the final index value of the worst performing underlying index is greater than its threshold level. However, if
the final index value of either underlying index is less than its respective threshold level, investors will lose 2%
for each 1% by which the final index value of the worst performing underlying index is less than its threshold
level. There is no minimum payment at maturity on the securities, and investors may lose their entire
initial investment in the securities.

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
$929.10 per security. See "Investment Summary" on page 3.
pric ing da t e :
Com m issions a nd issue
Age nt 's
Pric e t o public (1)
Proc e e ds t o issue r(3)
pric e :
c om m issions(1)(2)
Pe r
$35
$965
$1,000
se c urit y
T ot a l
$741,000
$25,935
$715,065
(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, Morgan Stanley & Co. LLC, 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 product 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 2 .
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 produc t 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 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 Se c urit ie s" a t
t he e nd of t his doc um e nt .
Produc t Supple m e nt for Aut o-Ca lla ble Se c urit ie s 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 Auto-Callable Cannon Securities due January 30, 2030
All 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 , Wit h Pot e nt ia l Le ve ra ge d Ex posure if t he Se c urit ie s Are N ot Ca lle d Prior t o M a t urit y
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
Re de m pt ion
Quarterly, on the third scheduled business day preceding each scheduled early redemption date, beginning on the
de t e rm ina t ion da t e s:
third scheduled business day preceding January 30, 2019, subject to postponement for non-index business days
and certain market disruption events.
Ea rly re de m pt ion da t e s:
Starting on January 30, 2019, quarterly, on the 30th day of each January, April, July and October; provided that if
any such day is not a business day, that early redemption payment will be made on the next succeeding business
day and no adjustment will be made to any early redemption payment made on that succeeding business day
Coupon ba rrie r le ve l:
With respect to the RTY Index: 895.994, which is approximately 75% of the initial index value of such index
With respect to the SX5E Index: 2,529.435, which is 75% of the initial index value of such index
T hre shold le ve l:
With respect to the RTY Index: 597.329, which is 50% of the initial index value of such index
With respect to the SX5E Index: 1,686.29, which is 50% of the initial index value of such index
I nit ia l inde x va lue :
With respect to the RTY Index: 1,194.658, which is its index closing value on the pricing date
With respect to the SX5E Index: 3,372.58, which is its index closing value 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
Final index value divided by the initial index value
fa c t or:
Coupon pa ym e nt da t e s:
Monthly, on the 30th day of each month (or, in the case of February, the last calendar day of such month),
beginning February 28, 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 will 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 February
28, 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 :
61761JVV8 / US61761JVV87
List ing:
The securities will not be listed on any securities exchange.

January 2015
Page 2

Contingent Income Auto-Callable Cannon Securities due January 30, 2030
All 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 , Wit h Pot e nt ia l Le ve ra ge d Ex posure if t he Se c urit ie s Are N ot Ca lle d Prior t o M a t urit y
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Cont inge nt I nc om e Aut o -Ca lla ble Ca nnon Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

Contingent Income Auto-Callable Cannon Securities due January 30, 2030 All Payments on the Securities Based on the Worst
Performing of the Russell 2000® Index and the EURO STOXX 50® Index, With Potential Leveraged Exposure if the Securities Are Not
Called Prior to Maturity (the "securities") 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 underlying index is a t or a bove its coupon barrier level of
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75% of its respective initial index value on the related observation date. If, however, the index closing value of e it he r underlying
index is le ss t ha n its coupon barrier level on any observation date, we will pay no interest for the related monthly period. It is
possible that the index closing value of either underlying index could remain below the respective coupon barrier level for extended
periods of time or even throughout the entire 15-year term of the securities so that you will receive few or no contingent monthly
coupons during the term of the securities. We refer to these coupons as contingent, because there is no guarantee that you will
receive a coupon payment on any coupon payment date. Even if both underlying indices were to be at or above their respective
coupon barrier levels on some monthly observation dates, one or both underlying indices may fluctuate below the respective coupon
barrier level(s) on others. In addition, starting on the fourth anniversary of the original issue date, the securities will be automatically
redeemed if the index closing value of e a c h underlying index is gre a t e r t ha n or e qua l to its respective initial index value on any
quarterly redemption determination date for the early redemption payment equal to the sum of the stated principal amount plus the
related contingent monthly coupon. At maturity, if the securities have not previously been redeemed, investors will receive a payment
based on the leveraged performance of the w orst pe rform ing unde rlying inde x , with the possibility of a positive return even if
the worst performing underlying index has declined as long as such decline is not to or below its threshold level, as set forth below.
Be c a use of t he m a nne r in w hic h t he pa ym e nt a t m a t urit y is c a lc ula t e d, if t he fina l inde x va lue of e a c h
underlying index is greater than 50% of its initial index value, which we refer to as the respective threshold level, investors will receive
a positive return of 2% for each 1% by which the final index value of the worst performing underlying index is greater than its
threshold level. However, if the final index value of e it he r underlying index is less than its threshold level, investors will lose 2% for
each 1% by which the final index value of the worst performing underlying index is less than its threshold level. 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, i nve 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 a nd a lso t he risk of not re c e iving a ny c ont inge nt
m ont hly c oupons t hroughout t he 1 5 -ye a r t e rm of t he se c urit ie s.

M a t urit y:
15 years
Cont inge nt m ont hly
A contingent monthly coupon at an annual rate of 7.00% (corresponding to approximately $5.8333 per
c oupon:
month per security) will be paid on the securities on each coupon payment date but only if the
closing value of e a c h underlying index is at or above the respective coupon barrier level on the related
observation 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 re spe c t ive c oupon ba rrie r le ve l, w e w ill pa y no c oupon for t he
a pplic a ble m ont hly pe riod.
Aut om a t ic e a rly
Starting on January 30, 2019, if the index closing value of e a c h underlying index is greater than or
re de m pt ion on or a ft e r equal to its initial index value on any quarterly redemption determination date, beginning on the third
J a nua ry 3 0 , 2 0 1 9 :
scheduled business day preceding January 30, 2019, the securities will be automatically redeemed for
an early redemption payment equal to the stated principal amount plus the contingent monthly coupon
with respect to the related observation date. No further payments will be made on the securities once
they have been redeemed.
Pa ym e nt a t m a t urit y:
If the securities are not redeemed prior to the maturity date, investors will receive, in addition to the
final contingent monthly coupon, if any, a payment at maturity based on the leveraged performance of
the worst performing underlying index, equal to: (i) the stated principal amount times (ii) the index
performance factor of the worst performing underlying index times (iii) 2.

Because of the manner in which the payment at maturity is calculated, if the final index

January 2015
Page 3

Contingent Income Auto-Callable Cannon Securities due January 30, 2030
All 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 , Wit h Pot e nt ia l Le ve ra ge d Ex posure if t he Se c urit ie s Are N ot Ca lle d Prior t o M a t urit y
Princ ipa l a t Risk Se c urit ie s

value of each underlying index is greater than its respective threshold level, investors will receive a
positive return of 2% for each 1% by which the final index value of the worst performing underlying
index is greater than its threshold level. However, if the final index value of either underlying index is
less than its respective threshold level, investors will lose 2% for each 1% by which the final index
value of the worst performing underlying index is less than its threshold level. 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, a nd inve st ors m a y lose t he ir e nt ire init ia l
inve st m e nt in t he se c urit ie s.
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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 $929.10.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the underlying 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
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.

January 2015
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Contingent Income Auto-Callable Cannon Securities due January 30, 2030
All 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 , Wit h Pot e nt ia l Le ve ra ge d Ex posure if t he Se c urit ie s Are N ot Ca lle d Prior t o M a t urit y
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. Instead, the securities will pay a contingent monthly coupon but
only if the index closing value of e a c h underlying index is a t or a bove its respective coupon barrier level on the related
observation date. The securities have been designed for investors who are willing to risk their principal and seek an opportunity to
earn interest at a potentially above-market rate in exchange for the risk of losing some or all of their principal if either underlying index
declines below its threshold level and the risk of receiving no monthly coupons over the entire 15-year term with no possibility of being
called out of the securities until after the initial 4-year non-call period. The following scenarios are for illustrative purposes only to
demonstrate how the coupon and the payment at maturity (if the securities have not previously been redeemed) are calculated, and do
not attempt to demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed, the contingent
monthly coupon may be payable in none of, or some but not all of, the monthly periods during the 15-year term of the securities and
the payment at maturity may be less than the stated principal amount of the securities and may be zero.

Sc e na rio 1 : T he se c urit ie s
This scenario assumes that, prior to early redemption, each underlying index closes at or above
a re re de e m e d prior t o
its coupon barrier level on some monthly observation dates but one or both underlying indices
m a t urit y
close below the respective coupon barrier level(s) on the others. Investors receive the
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contingent monthly coupon for the monthly periods for which the index closing value of each
underlying index is at or above its respective coupon barrier level on the related observation
date, but not for the monthly periods for which one or both underlying indices close below the
respective coupon barrier level(s) on the related observation date.

Starting on January 30, 2019, when each underlying index closes at or above its initial index
value on a quarterly redemption determination date, the securities will be automatically
redeemed for the stated principal amount plus the contingent monthly coupon with respect to the
related observation date. No further payments will be made on the securities once they have
been redeemed.
Sc e na rio 2 : T he se c urit ie s
This scenario assumes that each underlying index closes at or above the respective coupon
a re not re de e m e d prior t o
barrier level on some monthly observation dates but one or both underlying indices close below
m a t urit y, a nd inve st ors
the respective coupon barrier level(s) on the others, and each underlying index closes below the
re c e ive a posit ive re t urn a t
respective initial index value on every quarterly redemption determination date. Consequently,
m a t urit y
the securities are not automatically redeemed, and investors receive the contingent monthly
coupon for the monthly periods for which the index closing value of each underlying index is at
or above the respective coupon barrier level on the related observation date, but not for the
monthly 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, each underlying index closes above its threshold level. At
maturity, investors will receive a positive return of 2% for each 1% by which the final index value
of the worst performing underlying index is greater than its threshold level.

January 2015
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Contingent Income Auto-Callable Cannon Securities due January 30, 2030
All 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 , Wit h Pot e nt ia l Le ve ra ge d Ex posure if t he Se c urit ie s Are N ot Ca lle d Prior t o M a t urit y
Princ ipa l a t Risk Se c urit ie s
Sc e na rio 3 : T he se c urit ie s
This scenario assumes that each underlying index closes at or above its respective coupon
a re not re de e m e d prior t o
barrier level on some monthly observation dates but one or both underlying indices close below
m a t urit y, a nd inve st ors suffe r the respective coupon barrier level(s) on the others, and each underlying index closes below the
a loss of princ ipa l a t m a t urit y respective initial index value on every quarterly redemption determination date. Consequently,
the securities are not automatically redeemed, and investors receive the contingent monthly
coupon for the monthly periods for which the index closing value of each underlying index is at or
above the respective coupon barrier level on the related observation date, but not for the monthly
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 below the respective threshold
level(s). At maturity, investors will lose 2% for each 1% by which the final index value of the
worst performing underlying index is less than its threshold level. No coupon will be paid at
maturity in this scenario.

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, a nd inve st ors m a y
lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s.

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Contingent Income Auto-Callable Cannon Securities due January 30, 2030
All 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 , Wit h Pot e nt ia l Le ve ra ge d Ex posure if t he Se c urit ie s Are N ot Ca lle d Prior t o M a t urit y
Princ ipa l a t Risk Se c urit ie s
How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the index closing values on each monthly
observation date, (2) the index closing values on each quarterly redemption determination date (starting in January 2019) and (3) the
final index values. Please see "Hypothetical Examples" beginning on page 9 for illustration of hypothetical payouts on the securities.

Dia gra m # 1 : Cont inge nt M ont hly Coupons (Be ginning on t he First Coupon Pa ym e nt Da t e unt il Ea rly
Re de m pt ion or M a t urit y)

Dia gra m # 2 : Aut om a t ic Ea rly Re de m pt ion (St a rt ing in J a nua ry 2 0 1 9 )

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Cont inge nt I nc om e Aut o-Ca lla ble Ca nnon Se c urit ie s due J a nua ry 3 0 , 2 0 3 0
All 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 , Wit h Pot e nt ia l Le ve ra ge d Ex posure if t he Se c urit ie s Are N ot Ca lle d Prior t o M a t urit y
Princ ipa l a t Risk Se c urit ie s

Dia gra m # 3 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

For more information about the payout upon an early redemption or at maturity in different hypothetical scenarios, see "Hypothetical
Examples" starting on page 9.

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Contingent Income Auto-Callable Cannon Securities due January 30, 2030
All 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 , Wit h Pot e nt ia l Le ve ra ge d Ex posure if t he Se c urit ie s Are N ot Ca lle d Prior t o M a t urit y
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 if the securities have not been automatically redeemed early. The
following examples are for illustrative purposes only. Whether you receive a contingent monthly coupon 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 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 numbers in the hypothetical
examples below may have been rounded for the ease of analysis. The below examples are based on the following terms:

Contingent Monthly Coupon:
7.00% per annum (corresponding to approximately $5.8333 per month per security)*
Wit h re spe c t t o e a c h c oupon pa ym e nt da t e , a c ont inge nt m ont hly c oupon is
pa id but only if t he fina l inde x va lue of e a c h unde rlying is a t or a bove 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 .
Automatic Early Redemption on or
Starting on January 30, 2019, if the index closing value of e a c h underlying index is greater
after January 30, 2019:
than or equal to its initial index value on any quarterly redemption determination date, the
securities will be automatically redeemed for an early redemption payment equal to the stated
principal amount plus the contingent monthly coupon with respect to the related observation
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date.
Payment at Maturity (if the securities If the securities are not redeemed prior to the maturity date, investors will receive, in addition to
have not been automatically
the final contingent monthly coupon, if any, a payment at maturity based on the leveraged
redeemed early):
performance of the worst performing underlying index, equal to: (i) the stated principal amount
times (ii) the index performance factor of the worst performing underlying index times (iii) 2.

Because of the manner in which the payment at maturity is calculated, if the final index value
of each underlying index is greater than its respective threshold level, investors will receive a
positive return of 2% for each 1% by which the final index value of the worst performing
underlying index is greater than its threshold level. However, if the final index value of either
underlying index is less than its respective threshold level, investors will lose 2% for each 1%
by which the final index value of the worst performing underlying index is less than its threshold
level. There is no minimum payment at maturity on the securities, and investors may
lose their entire initial investment in the securities.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the RTY Index: 1,200
With respect to the SX5E Index: 3,200
Hypothetical Coupon Barrier Level:
With respect to the RTY Index: 900, which is 75% of the hypothetical initial index value for
such index
With respect to the SX5E Index: 2,400, which is 75% of the hypothetical initial index value for
such index
Hypothetical Threshold Level:
With respect to the RTY Index: 600, which is 50% of the hypothetical initial index value for
such index
With respect to the SX5E Index: 1,600, which is 50% of the hypothetical initial index value for
such index
* The actual contingent 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 contingent monthly coupon of $5.8333 is used in these examples for ease of
analysis.

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Contingent Income Auto-Callable Cannon Securities due January 30, 2030
All 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 , Wit h Pot e nt ia l Le ve ra ge d Ex posure if t he Se c urit ie s Are N ot Ca lle d Prior t o M a t urit y
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
1,080 (a t or a bove
2,550 (a t or a bove
$5.8333
Date 1
the coupon barrier level)
the coupon barrier level)
Hypothetical Observation
800 (be low the coupon
2,600 (a t or a bove
$0
Date 2
barrier level)
the coupon barrier level)
Hypothetical Observation
1,100 (a t or a bove
2,300 (be low the coupon
$0
Date 3
the coupon barrier level)
barrier level)
Hypothetical Observation
500 (be low the coupon
2,200 (be low the 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 $5.8333 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.

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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 inde x 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 (if the securities have not been automatically redeemed early):

Final Index Value
Payment at Maturity

RTY Index
SX5E Index

$1,000 × index performance factor of the worst
1,000 (a bove the coupon
2,560 (a bove the coupon
performing underlying index × 2
Example 1:
barrier level and the threshold
barrier level and the
= $1,000 × (2,560 / 3,200) × 2 = $1,600
level)
threshold level)
plus $5.8333 (the contingent monthly coupon with respect
to the final observation date)
720 (a bove the threshold
2,560 (a bove the coupon
$1,000 × index performance factor of the worst
Example 2:
level but be low the coupon
barrier level and the
performing underlying index × 2
barrier level)
threshold level)
= $1,000 × (720 / 1,200) × 2 = $1,200
$1,000 × index performance factor of the worst
480 (be low the threshold
2,240 (a bove the threshold
Example 3:
performing underlying index × 2
level)
level)
= $1,000 × (480 / 1,200) × 2 = $800
$1,000 × index performance factor of the worst
360 (be low the threshold
640 (be low the threshold
Example 4:
performing underlying index × 2
level)
level)
= $1,000 x (640 / 3,200) × 2 = $400

In example 1, the final index values of both the RTY Index and SX5E Index are above their respective coupon barrier levels and
threshold levels. Therefore, investors receive at maturity a positive return of 2% for each 1% by which the final index value of the

January 2015
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Contingent Income Auto-Callable Cannon Securities due January 30, 2030
All 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 , Wit h Pot e nt ia l Le ve ra ge d Ex posure if t he Se c urit ie s Are N ot Ca lle d Prior t o M a t urit y
Princ ipa l a t Risk Se c urit ie s
worst performing underlying index is greater than its threshold level, as well as the contingent monthly coupon with respect to the final
observation date.

In example 2, the final index values of both the RTY Index and SX5E Index are above their respective threshold levels. While the final
index value of the SX5E Index is above its respective coupon barrier level, the final index value of the RTY Index is below its
respective coupon barrier level. Therefore, even though both underlying indices have declined over the term of the securities,
investors receive at maturity a positive return of 2% for each 1% by which the final index value of the worst performing underlying
index is greater than its threshold level, but do not receive the contingent monthly coupon with respect to the final observation date.

In example 3, the final index value of one underlying index is above its threshold level, but the final index value of the other underlying
index is below its threshold level. Therefore, investors will lose 2% for each 1% by which the final index value of the worst performing
underlying index is less than its threshold level.

Similarly, in example 4, the final index value of each underlying index is below its respective threshold level, and investors will
therefore lose 2% for each 1% by which the final index value of the worst performing underlying index is less than its threshold level.

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 t hre shold le ve l, inve st ors w ill lose
2 % for e a c h 1 % by w hic h t he fina l inde x va lue of t he w orst pe rform ing unde rlying inde x is le ss t ha n it s
t hre shold le ve l. 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, a nd inve st ors m a y lose t he ir
e nt ire init ia l inve st m e nt in t he se c urit ie s.

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Document Outline

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