Obligation Morgan Stanley Financial 11.25% ( XS1414121597 ) en TRY

Société émettrice Morgan Stanley Financial
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  XS1414121597 ( en TRY )
Coupon 11.25% par an ( paiement annuel )
Echéance 04/02/2025 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley Finance XS1414121597 en TRY 11.25%, échue


Montant Minimal 100 000 TRY
Montant de l'émission 32 000 000 TRY
Description détaillée Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en TRY, avec le code ISIN XS1414121597, paye un coupon de 11.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/02/2025









OFFERING CIRCULAR FOR NOTES, WARRANTS AND CERTIFICATES
28 June 2019

as issuer and guarantor
(incorporated under the laws of the State of Delaware in the United States of America)
MORGAN STANLEY & CO. INTERNATIONAL PLC
as issuer
(incorporated with limited liability in England and Wales)
MORGAN STANLEY B.V.
as issuer
(incorporated with limited liability in The Netherlands)
MORGAN STANLEY FINANCE LLC
as issuer
(formed under the laws of the State of Delaware in the United States of America)
Regulation S Program for the Issuance of Notes, Series A and B, Warrants and Certificates
Under the Regulation S Program for the Issuance of Notes, Series A and B, Warrants and Certificates (the "Program")
described in this Offering Circular (the "Offering Circular"), Morgan Stanley ("Morgan Stanley"), Morgan Stanley &
Co. International plc ("MSI plc" or "MSIP"), Morgan Stanley B.V. ("MSBV") and Morgan Stanley Finance LLC
("MSFL") or any of Morgan Stanley's subsidiaries that accedes to the Program (each, an "Additional Issuer" and,
together with Morgan Stanley, MSI plc, MSBV and MSFL, the "Issuers" and each, an "Issuer") may offer from time to
time Series A Notes and Series B Notes (together, the "Notes"), Warrants (the "Warrants") and Certificates (the
"Certificates"). The Notes, Warrants and Certificates which are being offered under this Offering Circular (including,
in the case of English Law Notes, as issued under the Issue and Paying Agency Agreement and, in the case of Warrants
and Certificates, as issued under the Securities Agency Agreement (in each case, as defined below)) shall be referred to
collectively as "Program Securities" in this Offering Circular.
References herein to "this Offering Circular" shall, where applicable, be deemed to be references to this Offering
Circular as supplemented from time to time. The specific terms of any Program Securities will be as set forth in this
Offering Circular and (i) completed by the applicable Pricing Supplement prepared in relation to the Program
Securities, or (ii) supplemented, amended and/or replaced to the extent described in the relevant drawdown Listing
Particulars (as defined in the rules of the Global Exchange Market of Euronext Dublin, as revised from time to time, or
as defined in the rules of the GSX Global Market of the Gibraltar Stock Exchange), as the case may be.
The payment of all amounts due in respect of Program Securities issued by MSBV, MSFL or an Additional Issuer will,
unless specified otherwise in the appropriate Pricing Supplement or, in the case of an Additional Issuer, in the accession
agreement pursuant to which such Additional Issuer accedes to the Program, be unconditionally and irrevocably
guaranteed by Morgan Stanley (in such capacity, the "Guarantor") pursuant to a guarantee dated as of 28 June 2019
(as supplemented and/or amended and/or restated and/or replaced from time to time). Payment of amounts due in
respect of Notes, Warrants and Certificates issued by MSI plc is not guaranteed by Morgan Stanley.
The Program Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold
or otherwise made available to retail clients in the European Economic Area (the "EEA"), as defined in the rules set out
in the Markets in Financial Instruments Directive 2014/65/EU, as amended ("MiFID II"). Prospective investors are
referred to the section headed "PRIIPs / IMPORTANT ­ EEA RETAIL INVESTORS" on page vi of this Offering
Circular for further information.
This Offering Circular is valid for 12 months as of 28 June 2019 and may be supplemented from time to time.

MORGAN STANLEY

as Arranger
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Important Notices
Warning
This Offering Circular does not constitute a "prospectus" for the purposes of Article 5.4 of Directive
2003/71/EC (as amended, including by Directive 2010/73/EU, the "Prospectus Directive"), and has been
prepared on the basis that no prospectus shall be required under the Prospectus Directive for any Program
Securities to be offered and sold under it. This Offering Circular has not been approved or reviewed by any
regulator which is a competent authority under the Prospectus Directive in the EEA or in any other
jurisdiction.
Approvals
This Offering Circular has been approved by:
(i)
The Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") as base Listing
Particulars pursuant to the listing and admission to trading rules of Euronext Dublin for the purpose
of providing information with regard to the issue of Program Securities hereunder, to be admitted to
the Official List of Euronext Dublin and trading on its Global Exchange Market during the twelve
month period following the date hereof. The Global Exchange Market is the exchange regulated
market of Euronext Dublin and is not a regulated market for the purposes of MiFID II;
(ii)
the SIX Swiss Exchange pursuant to points 12 et seq. of the directive of the SIX Swiss Exchange on
the listing of notes for the purpose of giving certain information with regard to the Issuers, the
Terms and Conditions applying to the Program Securities and certain other issues in connection
with the issuance of Program Securities under the Program, in each case within 12 months
following the date of this document;
(iii)
the Luxembourg Stock Exchange pursuant to the appendices to the Rules and Regulations of the
Luxembourg Stock Exchange, to be admitted to trading on the Luxembourg Stock Exchange's Euro
MTF market and to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock
Exchange's Euro MTF market is not a regulated market for the purposes of MiFID II. Pursuant to
Article 10(2) of Part 2 of the Rules and Regulations of the Luxembourg Stock Exchange, every
significant new factor relating to the information contained in this Offering Circular, which is
capable of affecting the assessment of the Program Securities and arises after the date hereof, shall
be covered by a supplement to this Offering Circular. This Offering Circular constitutes a Base
Prospectus for the purpose of Luxembourg law dated July 10, 2005 on Prospectus for Securities, as
amended and the Pricing Supplement; and
(iv)
the Gibraltar Stock Exchange (GSX Limited) pursuant to the listing and admission to trading rules
of the Gibraltar Stock Exchange, to be listed on the Global Market of the Gibraltar Stock Exchange.
Listing
Applications have been made for the Series A Notes, the Warrants and the Certificates to be:
(i)
admitted to the Official List of Euronext Dublin and trading on its Global Exchange Market. As
noted above, the Global Exchange Market is the exchange regulated market of Euronext Dublin and
is not a regulated market for the purposes of MiFID II;
(ii)
admitted to listing on the SIX Swiss Exchange and to trading on the main segment of the SIX Swiss
Exchange;
(iii)
admitted to the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg
Stock Exchange's Euro MTF market; and
(iv)
listed on the Global Market of the Gibraltar Stock Exchange,
in each case during the period from and including the date hereof up to but excluding 28 June 2020.
The applicable Pricing Supplement will specify where the Series A Notes will be listed.
i



The Series B Notes will not be admitted to listing, trading and/or quotation by any listing authority, stock
exchange and/or quotation system.
The applicable Pricing Supplement will specify whether and where the Warrants or the Certificates (as
applicable) will be listed.
MIFID II product governance / target market
The Pricing Supplement in respect of any Program Securities may include a legend entitled "MiFID II
Product Governance" which will outline the target market assessment in respect of the Program Securities
and which channels for distribution of the Program Securities are appropriate. Any person subsequently
offering, selling or recommending the Program Securities (a "distributor") should take into consideration
the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the Program Securities (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
dealer subscribing for any Program Securities is a manufacturer in respect of such Program Securities, but
otherwise neither the dealer(s) nor any of its respective affiliates will be a manufacturer for the purpose of
the MiFID Product Governance Rules.
Benchmarks Regulation

Interest and/or other amounts payable under the Program Securities may be calculated by reference to
certain reference rates. Any such reference rate may constitute a benchmark for the purposes of Regulation
(EU) 2016/1011 (the "Benchmarks Regulation"). If any such reference rate does constitute such a
benchmark, the Pricing Supplement will indicate whether or not the benchmark is provided by an
administrator included in the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority ("ESMA") pursuant to Article 36 (Register of administrators
and benchmarks) of the Benchmarks Regulation. Transitional provisions in the Benchmarks Regulation may
have the result that the administrator of a particular benchmark is not required to appear in the register of
administrators and benchmarks at the date of the Pricing Supplement. The registration status of any
administrator under the Benchmarks Regulation is a matter of public record and, save where required by
applicable law, the Issuer does not intend to update the Pricing Supplement to reflect any change in the
registration status of the administrator.
Responsibility statements
Each of Responsible Persons accepts responsibility for the information contained in this Offering Circular
and the Registration Document dated 7 June 2019 and to the best of the knowledge of the Responsible
Persons (each having taken all reasonable care to ensure that such is the case), the information contained in
this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import
of such information.
"Responsible Person" means:
(i) Morgan Stanley with regard to (A) this Offering Circular which comprises this Offering Circular with the
exception of; (i) Items 5 to 10 in the section entitled "Incorporated by Reference" set out at pages 36-45; (ii)
the sections entitled "Selected key financial information relating to MSI plc", "Selected key financial
information relating to MSBV" and "Selected key financial information relating to MSFL" contained in the
Summary section set out on pages 2-3; and (iii) Items 1(b)-(d), 2(b)-(d), 3(b)-(d), 5(b)-(d), 7-9 and sub-
paragraph two and three of Item 10 in the section entitled "General Information" set out at pages 444-447;
and (B) the Morgan Stanley registration document (the "Morgan Stanley Registration Document") which
comprises the Registration Document with the exception of (i) Items 4 to 9 in the section entitled
"Information Incorporated by Reference" set out at pages 20-28; and (ii) the sections entitled "Description of
Morgan Stanley & Co. International plc" and "Selected Financial Information of Morgan Stanley & Co.
International plc" set out at pages 61-68; "Description of Morgan Stanley B.V." and "Selected Financial
Information of Morgan Stanley B.V." set out at pages 69-72; and "Description of Morgan Stanley Finance
LLC" and "Selected Financial Information of Morgan Stanley Finance LLC" set out at pages 73-75;
ii



(ii) MSI plc in relation to (A) this Offering Circular which comprises this Offering Circular with the
exception of; (i) Items 2 to 4 and 7 to 10 in the section entitled "Incorporated by Reference" set out at pages
36-45; (ii) the sections entitled "Selected key financial information relating to Morgan Stanley", "Selected
key financial information relating to MSBV" and "Selected key financial information relating to MSFL"
contained in the Summary section set out on pages 2-3; and (iii) Items 1(a) and (c)-(d), 2(a) and (c)-(d), 3(a)
and (c)-(d), 5(a) and (c)-(d), 6, 8-9 and sub-paragraph one and three of Item 10 in the section entitled
"General Information" set out at pages 444-447; and (B) the MSI plc registration document (the "MSI plc
Registration Document") which comprises the Registration Document with the exception of (i) Items 1 to 3
and 6 to 9 in the section entitled "Information Incorporated by Reference" set out at pages 20-28; and (i) the
sections entitled "Description of Morgan Stanley" and "Selected Financial Information of Morgan Stanley"
set out at pages 29-60; "Description of Morgan Stanley B.V." and "Selected Financial Information of
Morgan Stanley B.V." set out at pages 69-72; "Description of Morgan Stanley Finance LLC" and "Selected
Financial Information of Morgan Stanley Finance LLC" set out at pages 73-75; and "Subsidiaries of Morgan
Stanley as of 31 December 2018" set out at page 77;
(iii) MSBV with regard to (A) this Offering Circular which comprises this Offering Circular with the
exception of; (i) Items 2 to 6 and 9 to 10 in the section entitled "Incorporated by Reference" set out at pages
36-45; (ii) the sections entitled "Selected key financial information relating to Morgan Stanley", "Selected
key financial information relating to MSI plc" and "Selected key financial information relating to MSFL"
contained in the Summary section set out on pages 2-3; and (iii) Items 1(a)-(b) and (d), 2(a)-(b) and (d),
3(a)-(b) and (d), 5(a)-(b) and (d), 6-7 and 9-10 in the section entitled "General Information" set out at pages
444-447; and (B) the MSBV registration document (the "MSBV Registration Document") which
comprises the Registration Document with the exception of (i) Items 1 to 5 and 8 to 9 in the section entitled
"Information Incorporated by Reference" set out at pages 20-28; and (ii) the sections entitled "Description of
Morgan Stanley" and "Selected Financial Information of Morgan Stanley" set out at pages 29-60;
"Description of Morgan Stanley & Co. International plc" and "Selected Financial Information of Morgan
Stanley & Co. International plc" set out at pages 61-68; "Description of Morgan Stanley Finance LLC" and
"Selected Financial Information of Morgan Stanley Finance LLC" set out at pages 73-75; and "Subsidiaries
of Morgan Stanley as of 31 December 2018" set out at page 77; and
(iv) MSFL with regard to with regard to (A) this Offering Circular which comprises this Offering Circular
with the exception of; (i) Items 2 to 8 in the section entitled "Incorporated by Reference" set out at pages 36-
45; (ii) the sections entitled "Selected key financial information relating to Morgan Stanley", "Selected key
financial information relating to MSI plc" and "Selected key financial information relating to MSBV"
contained in the Summary section set out on pages 2-3; and (iii) Items 1(a)-(c), 2(a)-(c), 3(a)-(c), 5(a)-(c), 6-
8 and sub-paragraph one and two of Item 10 in the section entitled "General Information" set out at pages
444-447; and (B) the MSFL registration document (the "MSFL Registration Document") which comprises
the Registration Document with the exception of (i) Items 1 to 7 in the section entitled "Information
Incorporated by Reference" set out at pages 20-28; and (ii) the sections entitled "Description of Morgan
Stanley" and "Selected Financial Information of Morgan Stanley" set out at pages 29-60; "Description of
Morgan Stanley & Co. International plc" and "Selected Financial Information of Morgan Stanley & Co.
International plc" set out at pages 61-68; "Description of Morgan Stanley B.V." and "Selected Financial
Information of Morgan Stanley B.V." set out at pages 69-72; and "Subsidiaries of Morgan Stanley as of 31
December 2018" set out at page 77.
However, see "No consent given or responsibility taken for any public offerings in the EEA" below.
Offering restrictions in the EEA
This Offering Circular has been prepared on the basis that any offer of Program Securities in any Member
State of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") will
be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of Program Securities. Accordingly, any
person making or intending to make an offer in that Relevant Member State of Program Securities which are
the subject of an offering contemplated in this Offering Circular as completed by a Pricing Supplement in
relation to the offer of those Program Securities may only do so in circumstances in which no obligation
arises for the relevant Issuer or MSI plc, which may act in whole or in part through an affiliate thereof, and
Morgan Stanley & Co. LLC as distribution agents (the "Distribution Agents") to publish or supplement a
prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. None of the Issuers, the
Guarantor or the Distribution Agents has authorised, nor do they authorise, the making of any offer of
iii



Program Securities in circumstances in which an obligation arises for the Issuer to publish a prospectus in
the EEA or in any other jurisdiction.
No consent given or responsibility taken for any public offerings in the EEA
None of the Issuers, the Guarantor or the Distribution Agents consents to the use of this Offering Circular
(or any supplement thereto or any Pricing Supplement) by any financial intermediary or any other person for
the purpose of making a public offering of the Program Securities in the EEA, and none of the Issuers, the
Guarantor or the Distribution Agents accepts any responsibility for the content of this Offering Circular to
any person with respect to the making of a public offering of the Program Securities by any financial
intermediary or other person or for the actions of such financial intermediary or other person making such
offer. The Issuers, the Guarantor and the Distribution Agents agree and acknowledge that this Offering
Circular may only be used for the purposes for which it has been published, as described further herein.
Rating
Program Securities may or may not be rated. Any credit rating applied for in relation to a tranche of
Program Securities will be specified in the applicable Pricing Supplement.
Program borrowing limit
The U.S. Dollar value, determined as of the respective issue dates, of the aggregate principal amount of
Notes outstanding and the aggregate issue price of the Warrants and Certificates outstanding and any other
notes, warrants and or certificates authorized for issuance pursuant to the Authorizing Resolutions (as
defined below), shall not at any one time exceed U.S.$55,000,000,000. The Program Securities were
authorised by Morgan Stanley pursuant to resolutions (the "Authorizing Resolutions") adopted at a meeting
of the Board of Directors of Morgan Stanley held on 25 September 1998, as amended and updated pursuant
to resolutions adopted at meetings of the Board of Directors of Morgan Stanley held on 17 June 2003, 14
December 2004, 20 September 2005, 12 December 2006, 19 June 2007, 17 September 2007 and 16 June
2008.
Governing law
The governing law of the Program Securities will be as follows:
(i)
The Notes will be governed by either the laws of the State of New York ("New York Law Notes")
or the laws of England and Wales ("English Law Notes"), as specified in the applicable Pricing
Supplement. MSI plc, MSBV, MSFL and each Additional Issuer may issue English Law Notes, but
shall not issue New York Law Notes.
(ii)
The Warrants and Certificates will be governed by the laws of England and Wales. Morgan Stanley
may issue Certificates only and MSI plc, MSBV and MSFL may issue both Warrants and
Certificates.
Risk warning
The Program Securities may not be a suitable investment for all investors
An investment in the Program Securities entails certain risks, which vary depending on the specification and
type or structure of the Program Securities.
Each potential investor should determine whether an investment in the Program Securities is appropriate in
its particular circumstances. An investment in the Program Securities requires a thorough understanding of
the nature of the relevant transaction. Potential investors should be experienced with respect to an
investment in the Program Securities and be aware of the related risks.
An investment in the Program Securities is only suitable for potential investors who:
(i)
have the requisite knowledge and experience in financial and business matters to evaluate the merits
and risks of an investment in the Program Securities and the information contained or incorporated
by reference into this document;
iv



(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in
the context of the potential investor's particular financial situation and to evaluate the impact the
Program Securities will have on their overall investment portfolio;
(iii)
understand thoroughly the terms of the Program Securities and are familiar with the behaviour of
the Relevant Underlying or Relevant Factor as applicable and financial markets;
(iv)
are capable of bearing the economic risk of an investment in the Program Securities until the
maturity date of the Notes or exercise date of the Warrants or Certificates;
(v)
recognise that it may not be possible to dispose of the Program Securities for a substantial period of
time, if at all before the maturity date in respect of the English Law Notes and/or the New York
Notes or the specified expiration date in respect of the Warrants and Certificates; and
(vi)
are familiar with the behaviour of the Relevant Underlying or Relevant Factor, as applicable and
relevant financial markets and be able to evaluate (either alone or with the help of a financial and
legal advisor) possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
The Program Securities are complex financial instruments. Sophisticated institutional investors generally do
not purchase complex financial instruments as standalone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in the Program Securities unless it has
the expertise (either alone or with a financial and legal advisor) to evaluate how the Program Securities will
perform under changing conditions, the resulting effects on the value of the Program Securities and the
impact this investment will have on the potential investor's overall investment portfolio. Each Issuer, and
the Distribution Agents, disclaim any responsibility to advise prospective investors of any matters arising
under the law of the country in which they reside that may affect the purchase of, or holding of, or the
receipt of payments or deliveries on the Program Securities.
Secured Overnight Financing Rate
As further described under "Risk Factors Relating to the Program Securities" below, the interest rate on the
Notes may, in certain circumstances, be determined by reference to either a Term SOFR or Compounded
SOFR (each as defined in the Terms and Conditions of the Notes).
SOFR is published by the New York Federal Reserve and is intended to be a broad measure of the cost of
borrowing cash overnight collateralized by U.S. Treasury securities. The New York Federal Reserve reports
that SOFR includes all trades in the Broad General Collateral Rate and bilateral Treasury repurchase
agreement (repo) transactions cleared through the delivery-versus-payment service offered by the Fixed
Income Clearing Corporation (the "FICC"), a subsidiary of the Depository Trust and Clearing Corporation
("DTCC"), and SOFR is filtered by the New York Federal Reserve to remove some (but not all) of the
foregoing transactions considered to be "specials". According to the New York Federal Reserve, "specials"
are repos for specific-issue collateral, which take place at cash-lending rates below those for general
collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a
particular security.
The New York Federal Reserve reports that SOFR is calculated as a volume-weighted median of
transaction-level triparty repo data collected from The Bank of New York Mellon as well as General
Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions cleared through the
FICC's delivery-versus-payment service. The New York Federal Reserve also notes that it obtains
information from DTCC Solutions LLC, an affiliate of DTCC.
If data for a given market segment were unavailable for any day, then the most recently available data for
that segment would be utilized, with the rates on each transaction from that day adjusted to account for any
change in the level of market rates in that segment over the intervening period. SOFR would be calculated
from this adjusted prior day's data for segments where current data were unavailable, and unadjusted data
for any segments where data were available. To determine the change in the level of market rates over the
intervening period for the missing market segment, the New York Federal Reserve would use information
collected through a daily survey conducted by its Trading Desk of primary dealers' repo borrowing activity.
v



Such daily survey would include information reported by Morgan Stanley & Co. LLC, a wholly owned
subsidiary of Morgan Stanley, as a primary dealer.
The New York Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to
important limitations, indemnification obligations and disclaimers, including that the New York Federal
Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability of
SOFR at any time without notice.
Each U.S. government securities business day, the New York Federal Reserve publishes SOFR on its
website at approximately 8:00 a.m., New York City time. If errors are discovered in the transaction data
provided by The Bank of New York Mellon or DTCC Solutions LLC, or in the calculation process,
subsequent to the initial publication of SOFR but on that same day, SOFR and the accompanying summary
statistics may be republished at approximately 2:30 p.m., New York City time. Additionally, if transaction
data from The Bank of New York Mellon or DTCC Solutions LLC had previously not been available in time
for publication, but became available later in the day, the affected rate or rates may be republished at around
this time. Rate revisions will only be effected on the same day as initial publication and will only be
republished if the change in the rate exceeds one basis point. Any time a rate is revised, a footnote to the
New York Federal Reserve's publication would indicate the revision. This revision threshold will be
reviewed periodically by the New York Federal Reserve and may be changed based on market conditions.
Because SOFR is published by the New York Federal Reserve based on data received from other sources,
the Issuer has no control over its determination, calculation or publication. See "Risk Factors Relating to the
Program Securities" below.
The information contained in this section "Secured Overnight Financing Rate" is based upon the New York
Federal Reserve's Website and other U.S. government sources
Investing in the Program Securities involves risks. See "Risk Factors relating to the Program
Securities" beginning on page 10 of this Offering Circular.
Important U.S. notices
THE PROGRAM SECURITIES AND ANY GUARANTEE IN RESPECT THEREOF, AND THE
SECURITIES TO BE DELIVERED ON EXERCISE OR REDEMPTION OF THE PROGRAM
SECURITIES (IF ANY), HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NONE OF THE
ISSUERS OR THE GUARANTOR ARE REGISTERED, OR WILL REGISTER, UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940, AS AMENDED. TRADING IN THE PROGRAM
SECURITIES HAS NOT BEEN APPROVED BY THE U.S. COMMODITY FUTURES TRADING
COMMISSION UNDER THE U.S. COMMODITY EXCHANGE ACT OF 1936, AS AMENDED
(THE "CEA").
THE PROGRAM SECURITIES, ANY INTEREST THEREIN AND ANY GUARANTEE IN
RESPECT THEREOF, AND THE SECURITIES TO BE DELIVERED ON EXERCISE OR
REDEMPTION OF THE PROGRAM SECURITIES (IF ANY), MAY NOT BE OFFERED, SOLD,
PLEDGED, ASSIGNED, DELIVERED OR OTHERWISE TRANSFERRED, EXERCISED OR
REDEEMED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT). HEDGING TRANSACTIONS INVOLVING
ANY "EQUITY SECURITIES" OF "DOMESTIC ISSUERS" (AS SUCH TERMS ARE DEFINED
IN THE SECURITIES ACT AND REGULATIONS THEREUNDER) MAY ONLY BE
CONDUCTED IN ACCORDANCE WITH THE SECURITIES ACT. SEE "SUBSCRIPTION AND
SALE" AND "NO OWNERSHIP BY U.S. PERSONS".
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE RELEVANT ISSUER AND, WHERE APPLICABLE, THE
GUARANTOR AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THE PROGRAM SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES NOR
vi



HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THE OFFERING OF ANY PROGRAM SECURITIES OR THE ACCURACY OR THE
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
United States Withholding Tax
Payments in respect of a Program Security by Morgan Stanley or MSFL may be subject to U.S.
withholding tax of 30 per cent. if the beneficial owner of the Program Security does not meet the
criteria for being exempt from this withholding tax. These criteria include the requirement that the
beneficial owner (or a financial institution holding the Program Security on behalf of the beneficial
owner) comply with certain tax identification and certification rules, generally by furnishing the
appropriate U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E on which the beneficial
owner certifies under penalties of perjury (i) that it is not a U.S. person, (ii) in the case of an entity,
that it is exempt from FATCA withholding, and (iii) in the case of certain Program Securities, that it
is eligible for a certain exemption under an applicable tax treaty, as described below under "United
States Federal Taxation". U.S. withholding may also apply with respect to certain Program Securities
issues by any Issuer that are linked to U.S. equities or certain indicies that include U.S. equities. If
withholding is so required, unless specified otherwise in an applicable Pricing Supplement none of the
Issuers or any intermediary will be required to pay any additional amounts with respect to the
amounts so withheld.
Program Securities are not deposits and are not covered by any deposit protection scheme.
THE PROGRAM SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR DEPOSIT PROTECTION SCHEME
ANYWHERE, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.
No other person is authorised to give information on the Program Securities beyond what is in this
Offering Circular and related Pricing Supplement
No person has been authorised by any of Morgan Stanley, MSI plc, MSBV or MSFL to give any
information or to make any representation not contained or incorporated by reference in this Offering
Circular, and, if given or made, that information or representation should not be relied upon as having been
authorised by Morgan Stanley, MSI plc, MSBV or MSFL.
PRIIPs / IMPORTANT ­ EEA RETAIL INVESTORS ­ If the Pricing Supplement in respect of any
Program Securities includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the
Program Securities are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a
retail investor means a person who is one (or more) of:
(A)
a retail client as defined in point (11) of Article 4(1) of MiFID II, as amended;
(B)
a customer within the meaning of Directive 2002/92/EC, as amended (the "Insurance
Mediation Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or
(C)
not a qualified investor as defined in the Prospectus Directive.
Consequently, if the Pricing Supplement in respect of any Program Securities includes a legend
entitled "Prohibition of Sales to EEA Retail Investors", no key information document required by
Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the
Program Securities or otherwise making them available to retail investors in the EEA has been or will
be prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPS Regulation.
The information in this Offering Circular (including any supplement) is subject to change.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Program Securities
will, in any circumstances, create any implication that the information contained in this Offering Circular is
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true subsequent to the date hereof or the date upon which this Offering Circular has been most recently
amended or supplemented or that there has been no adverse change in the financial situation of any of
Morgan Stanley, MSI plc, MSBV or MSFL since the date hereof or, as the case may be, the date upon which
this Offering Circular has been most recently amended or supplemented or the balance sheet date of the most
recent financial statements which have been incorporated into this Offering Circular by way of a supplement
to this Offering Circular, or that any other information supplied from time to time is correct at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing
the same. Investors should review, inter alia, the most recent financial statements of Morgan Stanley, MSI
plc, MSBV and/or MSFL (as applicable) when evaluating any Program Securities or an investment therein
(such financial statements shall not form a part of this Offering Circular unless they have been expressly
incorporated herein, including by way of a supplement to this Offering Circular).
Distribution
Each Issuer is offering the Program Securities on a continuing basis through the Distribution Agents, who
have agreed to use reasonable efforts to solicit offers to purchase the Program Securities. Each Issuer may
also sell Program Securities to the Distribution Agents as principal for their own accounts at a price to be
agreed upon at the time of sale. The Distribution Agents may resell any Program Securities they purchase as
principal at prevailing market prices, or at other prices, as they determine. Each Issuer or the Distribution
Agents may reject any offer to purchase Program Securities, in whole or in part. See "Subscription and
Sale" and "No Ownership by U.S. Persons" beginning on page 428 and 441, respectively.
Compliance with all applicable laws
Each investor must comply with all applicable laws and regulations in each country or jurisdiction in or from
which the investor purchases, offers, sells or delivers the Program Securities or has in the investor's
possession or distributes this Offering Circular or any accompanying Pricing Supplement.
General restriction on distribution of this Offering Circular
The distribution of this Offering Circular and the offering, sale and delivery of Program Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by Morgan Stanley, MSI plc, MSBV and MSFL to inform themselves about and to observe those
restrictions.
No post-issuance information
Subject to the applicable Pricing Supplement, none of the Issuers, the Guarantor or the Distribution Agents
intends to provide post-issuance information in respect of the Program Securities unless required to do so by
applicable laws and regulations.
Read and construe with each supplement and document incorporated by reference
This Offering Circular does not constitute an offer of or an invitation to subscribe for or purchase any
Program Securities and should not be considered as a recommendation by any of Morgan Stanley, MSI plc,
MSBV or MSFL that any recipient of this Offering Circular should subscribe for or purchase any Program
Securities. Each recipient of this Offering Circular will be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of Morgan Stanley, MSI plc, MSBV or MSFL (as
applicable) and of the particular terms of any offered Program Securities.
General offer restriction
Neither this Offering Circular nor any Pricing Supplement may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which that offer or solicitation is not authorised or to any person
to whom it is unlawful to make such an offer or solicitation.
Important Swiss notice
The Program Securities do not qualify as units of a collective investment scheme according to the relevant
provisions of the Swiss Federal Act on Collective Investments Scheme ("CISA"), as amended, and are not
registered thereunder. Therefore, the Program Securities are neither governed by the CISA nor supervised
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by the Swiss Financial Market Supervisory Authority. Accordingly, investors do not have the benefit of the
specific investor protection provided under the CISA.
Singapore SFA Product Classification

In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA")
and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP
Regulations 2018"), unless otherwise specified before an offer of the Program Securities, the Issuers have
determined, and hereby notify all relevant persons (as defined in Section 309A(1) of the SFA), that the
Program Securities are `prescribed capital markets products' (as defined in the CMP Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Language
The language of this Offering Circular is English. Certain legislative references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to them
under applicable law.
Defined terms
See "Index of Defined Terms" at the end of this document.
CNY Program Securities
In this Offering Circular, references to "CNY Program Securities" are to Program Securities denominated
in CNY or Renminbi deliverable in Hong Kong, or such other CNY Center as specified in the applicable
Pricing Supplement.
Stabilising legend
In connection with the issue of any tranche of Program Securities under the Program, any
Distribution Agent or any other agent specified for that purpose in the applicable Pricing Supplement
as the stabilising manager (or any person acting for the stabilising manager) may over allot or effect
transactions with a view to supporting the market price of any of the Program Securities at a level
higher than that which might otherwise prevail for a limited period. However, there is no assurance
that the stabilising manager (or any agent of the stabilising manager) will undertake stabilising action.
Any stabilising action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the relevant tranche of Program Securities is made and, if commenced, may be
discontinued at any time, but must be brought to an end no later than the earlier of 30 days after the
issue date of the relevant tranche of Program Securities and 60 days after the date of the allotment of
the relevant tranche of Program Securities. Any stabilising action or over allotment must be
conducted by the stabilising manager (or any person acting for the stabilising manager) in accordance
with all applicable laws and rules.


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Document Outline