Obligation Morgan Stanleigh 0% ( US61761S1096 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61761S1096 ( en USD )

0%

31/05/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61761S1096 en USD 0%, échue

10 USD

9 435 000 USD

61761S109

N/A

N/A

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

Un instrument obligataire émis par Morgan Stanley, une institution financière mondiale de premier plan, a récemment achevé son cycle de vie, illustrant le bon déroulement d'une opération de financement pour cette entité basée aux États-Unis. Morgan Stanley, dont le siège est aux États-Unis, est reconnue comme un acteur majeur dans les services financiers mondiaux, couvrant la banque d'investissement, la gestion de patrimoine et la gestion d'actifs. L'obligation en question, identifiée par le code ISIN US61761S1096 et le code CUSIP 61761S109, représentait une composante de son passif. Libellée en dollars américains (USD), cette émission avait une taille totale de 9 435 000 USD, avec une taille minimale d'achat fixée à 10 unités au moment de son émission. Sa date d'échéance était fixée au 31 mai 2024, marquant la fin de sa période de validité. Au moment de son dénouement, l'obligation a été remboursée à 100% de son prix nominal sur le marché, ce qui est le scénario attendu et souhaité pour un instrument arrivé à maturité et honoré par l'émetteur. Le taux d'intérêt indiqué comme étant de 0% au moment de cette observation reflète sa situation post-remboursement ou sa nature spécifique (potentiellement une obligation à coupon zéro ou dont tous les paiements d'intérêts ont été effectués avant le remboursement du principal). Bien qu'une fréquence de paiement de 2 (typiquement semi-annuelle) ait été associée à cet instrument, cette information est désormais historique, l'obligation étant parvenue à maturité et ayant été intégralement remboursée. Cet événement confirme la capacité de Morgan Stanley à honorer ses engagements financiers envers les détenteurs de ses titres de créance.

http://www.sec.gov/Archives/edgar/data/895421/000095010314003726/...
424B2 1 dp46726_424b2-ps1402.htm FORM 424(B)(2)
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of Registration

Offered
Offering Price
Fee
Trigger Performance Securities due

$9,435,220

2024
$1,215.26
Pricing Supplement No. 1,402
Registration Statement No. 333-178081
Dated May 28, 2014
Filed Pursuant to Rule 424(b)(2)
Linked to the EURO STOXX 50® Index due May 31, 2024
Principal at Risk Securities
Investment Description
These Trigger Performance Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan Stanley
with returns linked to the performance of the EURO STOXX 50® Index (the "Index"). If the Index Return is greater than zero, Morgan
Stanley will pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied by (ii) the Index
Return multiplied by (iii) the Participation Rate of 251.90%. If the Index Return is less than or equal to zero, Morgan Stanley will either
pay the full Principal Amount at maturity or, if the Final Level is less than the Trigger Level, Morgan Stanley will pay less than the full
Principal Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Index Return. These
long-dated Securities are for investors who seek an equity index-based return and who are willing to risk a loss on their principal and
forgo current income in exchange for the Participation Rate feature and the contingent repayment of principal, which applies only if the
Final Level is not less than the Trigger Level, each as applicable at maturity. Investing in the Securities involves significant risks.
You will not receive interest or dividend payments during the term of the Securities. You may lose some or all of your
Principal Amount. The contingent repayment of principal applies only if you hold the Securities to maturity.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you could lose
some or all of your investment. These Securities are not secured obligations and you will not have any security interest in,
or otherwise have any access to, any underlying reference asset or assets.
Features

Key Dates

q Participation in Positive Index Returns: If the Index

Trade Date
May 28, 2014
Return is greater than zero, Morgan Stanley will pay the
Principal Amount at maturity plus pay a return equal to

Settlement Date
May 30, 2014
the Index Return multiplied by the Participation Rate. If
the Index Return is less than zero, investors may be

Final Valuation Date*
May 24, 2024
exposed to the negative Index Return at maturity.

Maturity Date*
May 31, 2024
q Contingent Repayment of Principal at Maturity: If the

Index Return is equal to or less than zero and the Final
Level is not less than the Trigger Level, Morgan Stanley
*Subject to postponement in the event of a Market Disruption
will pay the Principal Amount at maturity. However, if the
Event or for non-Index Business Days. See "Postponement
Final Level is less than the Trigger Level, Morgan Stanley
of Final Valuation Date and Maturity Date" under "Additional
will pay less than the full Principal Amount, if anything,
Terms of the Securities."
resulting in a loss of principal that is proportionate to the
negative Index Return. The contingent repayment of
principal applies only if you hold the Securities to

maturity. Any payment on the Securities, including any
repayment of principal, is subject to the creditworthiness

of Morgan Stanley.
THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE
SECURITIES MAY NOT OBLIGATE MORGAN STANLEY TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES. THE
SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE INDEX, WHICH CAN RESULT IN A LOSS OF SOME OR
ALL OF YOUR INVESTMENT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN
PURCHASING A DEBT OBLIGATION OF MORGAN STANLEY. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO
NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE
SECURITIES. THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ``KEY RISKS'' BEGINNING ON PAGE 5 OF THIS
PRICING SUPPLEMENT IN CONNECTION WITH YOUR PURCHASE OF THE SECURITIES. EVENTS RELATING TO ANY OF
THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE
RETURN ON, YOUR SECURITIES.
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Security Offering
Morgan Stanley is offering Trigger Performance Securities linked to the EURO STOXX 50® Index. The Securities are not subject to a
predetermined maximum gain and, accordingly, any return at maturity will be determined by the performance of the Index. The
Securities are offered at a minimum investment of 100 Securities at the Price to Public listed below.
Index
Initial Level
Participation Rate
Trigger Level
CUSIP
ISIN
EURO STOXX 50®
1,623.12, which is
3,246.24
251.90%
61761S109
US61761S1096
Index
50% of the Initial Level
See "Additional Information about Morgan Stanley and the Securities" on page 2. The Securities will have the terms set
forth in the accompanying prospectus, prospectus supplement and index supplement and this pricing supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or
passed upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus supplement, index supplement
and prospectus. Any representation to the contrary is a criminal offense. The Securities are not bank deposits and are not insured
by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a
bank.
Estimated value on the Trade Date
$9.385 per Security. See "Additional Information about Morgan Stanley and the
Securities" on page 2.
Proceeds to Morgan

Price to Public
Underwriting Discount(1)
Stanley(2)
Per Security
$10.00
$0.50
$9.50
Total
$9,435,220
$471,761
$8,963,459
(1) UBS Financial Services Inc., acting as dealer, wil receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $0.50 for each
Security it sells. For more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 20 of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 20.
The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Supplemental Plan of Distribution; Conflicts of Interest" on page
20 of this pricing supplement.
Morgan Stanley
UBS Financial Services Inc.

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Additional Information about Morgan Stanley and the Securities

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement and an index
supplement) with the SEC for the offering to which this communication relates. In connection with your investment, you should read the
prospectus in that registration statement, the prospectus supplement, the index supplement and any other documents relating to this
offering that Morgan Stanley has filed with the SEC for more complete information about Morgan Stanley and this offering. You may get
these documents for free by visiting EDGAR on the SEC website at.www.sec.gov. Alternatively, Morgan Stanley, any underwriter or any
dealer participating in this offering will arrange to send you the prospectus, the prospectus supplement and the index supplement if you
so request by calling toll-free 1-(800)-584-6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website at.www.sec.gov as
follows:

t
Prospectus supplement dated November 21, 2011:
http://www.sec.gov/Archives/edgar/data/895421/000095010311004876/dp27245_424b2-seriesf.htm

t
Index supplement dated November 21, 2011:
http://www.sec.gov/Archives/edgar/data/895421/000095010311004850/dp27202_424b2.htm

t
Prospectus dated November 21, 2011:
http://www.sec.gov/Archives/edgar/data/895421/000095010311004877/dp27266_424b2-debt.htm

References to "Morgan Stanley," "we," "our" and "us" refer to Morgan Stanley. In this document, the "Securities" refers to the Trigger
Performance Securities that are offered hereby. Also, references to the accompanying "prospectus", "prospectus supplement" and
"index supplement" mean the Morgan Stanley prospectus dated November 21, 2011, the Morgan Stanley prospectus supplement
dated November 21, 2011 and the Morgan Stanley index supplement dated November 21, 2011, respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying
prospectus supplement, index supplement and prospectus. We have not authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in
this pricing supplement or the accompanying prospectus supplement, index supplement and prospectus is accurate as of any date other
than the date on the front of this document.

If the terms discussed in this pricing supplement differ from those discussed in the prospectus supplement, index supplement or
prospectus, the terms contained in this pricing supplement will control.

The Issue Price of each Security is $10. 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 Trade Date is less than $10. We
estimate that the value of each Security on the Trade Date is $9.385.

What goes into the estimated value on the Trade Date?

In valuing the Securities on the Trade Date, we take into account that the Securities comprise both a debt component and a
performance-based component linked to the Index. The estimated value of the Securities is determined using our own pricing and
valuation models, market inputs and assumptions relating to the Index, instruments based on 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 Participation Rate and the Trigger 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 Trade 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 Index, may vary from, and be lower than, the estimated value on the Trade 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
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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 17 months following the Settlement 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 Index,
and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those
higher values will also be reflected in your brokerage account statements.

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

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Investor Suitability
The Securities may be suitable for you if:

The Securities may not be suitable for you if:

¨ You fully understand the risks inherent in an investment in
¨ You do not fully understand the risks inherent in an
the Securities, including the risk of loss of your entire
investment in the Securities, including the risk of loss of
initial investment.
your entire initial investment.

¨ You can tolerate a loss of all or a substantial portion of
¨ You cannot tolerate a loss of all or a substantial portion of
your Principal Amount and are willing to make an
your Principal Amount, and you are not willing to make an
investment that may have the same downside market risk
investment that may have the same downside market risk
as the Index.
as the Index.

¨ You are willing to hold the Securities to maturity, a term of
¨ You require an investment designed to provide a full return
approximately 10 years, and accept that there may be
of principal at maturity.
little or no secondary market for the Securities.

¨ You are unable or unwilling to hold the Securities to
¨ You believe the Index will appreciate over the term of the
maturity, a term of approximately 10 years, or you seek an
Securities and you are willing to invest in the Securities
investment for which there will be an active secondary
based on the Participation Rate of 251.90%.
market.

¨ You can tolerate fluctuations of the price of the Securities
¨ You believe that the level of the Index will decline during
prior to maturity that may be similar to or exceed the
the term of the Securities and is likely to close below the
downside fluctuations in the level of the Index.
Trigger Level on the Final Valuation Date.

¨ You do not seek current income from your investment and
¨ You are unwil ing to invest in the Securities based on the
are willing to forgo dividends paid on the stocks included
Participation Rate of 251.90%.
in the Index.

¨ You prefer the lower risk, and, therefore, accept the
¨ You seek an investment with returns based on the
potentially lower returns, of conventional debt securities
performance of companies located in the Eurozone.
with comparable maturities issued by Morgan Stanley or

another issuer with a similar credit rating.
¨ You are willing to assume the credit risk of Morgan

Stanley, as issuer of the Securities, and understand that if
¨ You seek current income from your investment or prefer to
Morgan Stanley defaults on its obligations you may not
receive the dividends paid on the stocks included in the
receive any amounts due to you including any repayment
Index.
of principal.

¨ You do not seek an investment with returns based on the
performance of companies located in the Eurozone.

¨ You are not wil ing or are unable to assume the credit risk
associated with Morgan Stanley, as issuer of the
Securities, for any payment on the Securities, including
any repayment of principal.
The investor suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable
investment for you will depend on your individual circumstances, and you should reach an investment decision only after
you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an
investment in the Securities in light of your particular circumstances. You should also review "Key Risks" on page 5 of this
pricing supplement and "Risk Factors" beginning on page 5 of the accompanying prospectus for risks related to an
investment in the Securities.

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Final Terms

Investment Timeline
Issuer
Morgan Stanley

Issue Price (per
$10.00 per Security

Security)
Principal Amount
$10.00 per Security

Term
Approximately 10 years

Index
EURO STOXX 50® Index

Trigger Level
1,623.12 which is 50% of the Initial Level.

Participation Rate 251.90%

Payment at
If the Index Return is greater than zero, Morgan

Maturity (per
Stanley will pay you an amount calculated as follows:
Security)

$10 + [$10 × (Index Return × Participation Rate)]

If the Index Return is less than or equal to zero and
the Final Level is greater than or equal to the Trigger
Level, Morgan Stanley will pay you a cash payment of:

$10 per Security

If the Final Level is less than the Trigger Level,
Morgan Stanley wil pay you an amount calculated as
follows:

$10 + ($10 × Index Return)

In this case, you could lose up to all of your
Principal Amount in an amount proportionate to the
negative Index Return.
Index Return
Final Level Initial Level

Initial Level
Initial Level
3,246.24, which is the Closing Level of the Index on the

Trade Date.
Final Level
The Closing Level of the Index on the Final Valuation

Date.
Final Valuation
May 24, 2024, subject to postponement in the event of a

Date
Market Disruption Event or for non-Index Business Days.
CUSIP / ISIN
61761S109 / US61761S1096

Calculation Agent Morgan Stanley & Co. LLC

INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE YOUR ENTIRE PRINCIPAL AMOUNT. ANY
PAYMENT ON THE SECURITIES IS SUBJECT TO THE CREDITWORTHINESS OF MORGAN STANLEY. IF MORGAN STANLEY
WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE
SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

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Key Risks

An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized here, but we
urge you to also read the "Risk Factors" section of the accompanying prospectus. You should also consult your investment, legal, tax,
accounting and other advisers in connection with your investment in the Securities.

¨
The Securities do not guarantee any return of principal The terms of the Securities differ from those of ordinary debt
securities in that Morgan Stanley is not necessarily obligated to repay any of the Principal Amount at maturity. If the Final Level is
less than the Trigger Level (which is 50% of the Initial Level), you will be exposed to the full negative Index Return and the payout
owed at maturity by Morgan Stanley will be an amount in cash that is at least 50% less than the $10 Principal Amount of each
Security, resulting in a loss proportionate to the decrease in the value of the Index from the Initial Level to the Final Level. There is
no minimum payment at maturity on the Securities, and, accordingly, you could lose all of your Principal Amount in the Securities.

¨
You may incur a loss on your investment if you sell your Securities prior to maturity The Trigger Level is observed on
the Final Valuation Date and applies only at maturity. If you are able to sell your Securities in the secondary market prior to
maturity, you may have to sell them at a loss relative to your initial investment even if the Closing Level of the Index is above the
Trigger Level at that time.

¨
The Participation Rate applies only if you hold the Securities to maturity  You should be willing to hold your Securities to
maturity. If you are able to sell your Securities prior to maturity in the secondary market, the price you receive wil likely not reflect
the full economic value of the Participation Rate or the Securities themselves, and the return you realize may be less than the
Index's return even if such return is positive. You can receive the full benefit of the Participation Rate from Morgan Stanley only if
you hold your Securities to maturity.

¨
The Securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its credit
ratings or credit spreads may adversely affect the market value of the Securities You are dependent on Morgan
Stanley's ability to pay all amounts due on the Securities at maturity, if any, and therefore you are subject to the credit risk of
Morgan Stanley. If Morgan Stanley defaults on its obligations under the Securities, your investment would be at risk and you could
lose some or all of your investment. As a result, the market value of the Securities prior to maturity will be affected by changes in
the market's view of Morgan Stanley's creditworthiness. Any actual or anticipated decline in Morgan Stanley's credit ratings or
increase in the credit spreads charged by the market for taking Morgan Stanley credit risk is likely to adversely affect the market
value of the Securities.

¨
The Securities do not pay interest Morgan Stanley will not pay any interest with respect to the Securities over the term of the
Securities.

¨
Market price of the Securities may be influenced by many unpredictable factors Several factors, many of which are
beyond our control, will influence the value of the Securities in the secondary market and the price at which MS & Co. may be
willing to purchase or sell the Securities in the secondary market (if at all), including:

o
the value of the Index at any time,

o
the volatility (frequency and magnitude of changes in value) of the Index,

o
interest and yield rates in the market,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Index or stock markets
generally and which may affect the Initial Level and/or the Final Level,

o
the time remaining until the Securities mature, and

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

¨
Some or all of these factors will influence the price that you will receive if you are able to sell your Securities prior to maturity.
Generally, the longer the time remaining to maturity, the more the market price of the Securities will be affected by the other factors
described above. For example, you may have to sell your Securities at a substantial discount from the principal amount of $10 per
Security if the value of the Index at the time of sale is at or below or moderately above its Initial Level, and especially if it is near or
below the Trigger Level, or if market interest rates rise. You cannot predict the future performance of the Index based on its
historical performance.
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¨
The amount payable on the Securities is not linked to the level of the Index at any time other than the Final Valuation
Date The Final Level will be based on the Closing Level of the Index on the Final Valuation Date, subject to postponement for
non-Index Business Days and certain Market Disruption Events. Even if the level of the Index appreciates prior to the Final
Valuation Date but then drops by the Final Valuation Date, the Payment at Maturity may be significantly less than it would have
been had the Payment at Maturity been linked to the level of the Index prior to such drop. Although the actual level of the Index on
the stated Maturity Date or at other times during the term of the Securities may be higher than the Final Level, the Payment at
Maturity will be based solely on the Closing Level of the Index on the Final Valuation Date as compared to the Initial Level.

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¨
The Securities are linked to the EURO STOXX 50® Index and are subject to risks associated with investments in
securities linked to the value of foreign equity securities The Securities are linked to the value of foreign equity securities.
Investments in securities linked to the value of foreign equity securities involve risks associated with the securities markets in
those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings
in companies in certain countries. Although the equity securities included in the EURO STOXX 50® Index are traded in foreign
currencies, the value of your Securities (as measured in U.S. dollars) will not be adjusted for any exchange rate fluctuations. Also,
there is generally less publicly available information about foreign companies than about U.S. companies that are subject to the
reporting requirements of the United States Securities and Exchange Commission, and foreign companies are subject to
accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. reporting
companies. The prices of securities issued in foreign markets may be affected by political, economic, financial and social factors in
those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws.
Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading
volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such
countries may differ favorably or unfavorably from the economy in the United States in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions.

¨
Investing in the Securities is not equivalent to investing in the Index or the stocks composing the Index Investing in
the Securities is not equivalent to investing in the Index or the stocks that constitute the Index. Investors in the Securities will not
have voting rights or rights to receive dividends or other distributions or any other rights with respect to the stocks that constitute
the Index.

¨
The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate
implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of
costs associated with issuing, selling, structuring and hedging the Securities in the Issue Price reduce the economic
terms of the Securities, cause the estimated value of the Securities to be less than the Issue Price and will adversely
affect secondary market prices Assuming no change in market conditions or any other relevant factors, the prices, if any, at
which dealers, including MS & Co., may be willing to purchase the Securities in secondary market transactions will likely be
significantly lower than the Issue Price, because secondary market prices will exclude the issuing, selling, structuring and hedging-
related costs that are included in the Issue Price and borne by you and because the secondary market prices will reflect our
secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this
type as wel as other factors.

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

However, because the costs associated with issuing, selling, structuring and hedging the Securities are not fully deducted upon
issuance, for a period of up to 17 months following the Settlement 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 Index, and to our secondary market
credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also
be reflected in your brokerage account statements.

¨
The estimated value of the Securities is determined by reference to our pricing and valuation models, which may
differ from those of other dealers and is not a maximum or minimum secondary market price These pricing and
valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future
events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities,
our models may yield a higher estimated value of the Securities than those generated by others, including other dealers in the
market, if they attempted to value the Securities. In addition, the estimated value on the Trade Date does not represent a minimum
or maximum price at which dealers, including MS & Co., would be willing to purchase your Securities in the secondary market (if
any exists) at any time. The value of your Securities at any time after the date of this pricing supplement will vary based on many
factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also "Market
price of the Securities may be influenced by many unpredictable factors" above.

¨
Adjustments to the Index could adversely affect the value of the Securities The index publisher of the Index is
responsible for calculating and maintaining the Index. The index publisher may add, delete or substitute the stocks constituting the
Index or make other methodological changes required by certain corporate events relating to the stocks constituting the Index,
such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary dividends, that could change the value of the
Index. The index publisher may discontinue or suspend calculation or publication of the Index at any time. In these circumstances,
the Calculation Agent will have the sole discretion to substitute a Successor Index that is comparable to the discontinued Index,
and is permitted to consider indices that are calculated and published by the Calculation Agent or any of its affiliates. Any of these
actions could adversely affect the value of the Index and, consequently, the value of the Securities.

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¨
The Securities will not be listed on any securities exchange and secondary trading may be limited The Securities wil
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Securities. MS & Co. may,
but is not obligated to, make a market in the Securities and, if it once chooses to make a market, may cease doing so at any time.
When it does make a market, it will generally do so for transactions of routine secondary market size at

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