Obligation Morgan Stanley Financial 7.21% ( XS1906336323 ) en IDR

Morgan Stanley Financial

100 % ⇌

Etas-Unis

XS1906336323 ( en IDR )

7.21% par an ( paiement annuel )

22/10/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance XS1906336323 en IDR 7.21%, échue

10 000 000 IDR

85 000 000 000 IDR

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 IDR, avec le code ISIN XS1906336323, paye un coupon de 7.21% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/10/2024

OFFERING CIRCULAR FOR NON-PRINCIPAL PROTECTED SECURITIES
28 June 2019
as issuer and guarantor
(incorporated under the laws of the State of Delaware in the United States of America)
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") and
Morgan Stanley Finance LLC, a wholly-owned finance subsidiary of Morgan Stanley ("MSFL" and together with
Morgan Stanley, 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 Notes 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 (defined below), as the case may be. References herein to Pricing Supplement shall be deemed to be
references to Listing Particulars where applicable.
The payment of all amounts due in respect of the Notes, Warrants and Certificates issued by MSFL will be fully and
unconditionally guaranteed by Morgan Stanley (in such capacity, the "Guarantor") pursuant to a guarantee dated as
of 10 April 2017 (as supplemented and/or amended and/or restated and/or replaced from time to time).
MORGAN STANLEY
as Arranger

Important Notices
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 European Economic Area (the "EEA") or in any other jurisdiction.
Approvals
This Offering Circular has been approved by:
(a)
the Irish Stock Exchange trading as Euronext Dublin ("Euronext Dublin") as base "Listing Particulars" (as
defined in the rules of the Global Exchange Market of Euronext Dublin, as revised from time to time)
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 the Markets in Financial Instruments Directive 2014/65/EU, as amended
("MiFID II"); and
(b)
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.
Listing
Applications have been made for the Series A Notes, the Warrants and the Certificates to be:
(a)
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; and
(b)
admitted to the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock
Exchange's Euro MTF market,
in each case during the period from and including the date hereof up to but excluding 28 June 2020.
Series A Notes, the Warrants and the Certificates may also be unlisted. The applicable Pricing Supplement will
specify whether and, if so, where, such Program Securities are to be listed.
The Series B Notes will not be admitted to listing, trading and/or quotation by any listing authority, stock exchange
and/or quotation system.
Responsibility statements
Morgan Stanley accepts responsibility for the information contained in this Offering Circular with the exception of
any information in respect of MSFL. To the best of the knowledge of Morgan Stanley the information contained in
this Offering Circular in respect of which it accepts responsibility is in accordance with the facts and does not omit
anything likely to affect the importance of such information.
i

Important Notices
MSFL accepts responsibility for the information contained in this Offering Circular with the exception of any
information in respect of Morgan Stanley. To the best of the knowledge of MSFL the information contained in this
Offering Circular in respect of which it accepts responsibility is in accordance with the facts and does not omit
anything likely to affect the importance of such information.
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
European Economic Area ("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 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 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 European Economic Area
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 (or any supplement thereto or
any Pricing Supplement) 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 which is has been published, as further described herein.
Rating
Program Securities may or may not be rated. Any credit rating applied for in relation to an issue 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 Notes, Warrants and Certificates will be governed by the laws of England and Wales.
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
ii

Important Notices
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:
(a)
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;
(b)
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;
(c)
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;
(d)
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;
(e)
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; and
(f)
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 adviser)
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 adviser) 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. The Issuers, the Guarantor and Morgan Stanley & Co. International plc (which
may act, in whole or in part, through an affiliate thereof) and Morgan Stanley & Co LLC (as 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 tri-
party 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.
iii

Important Notices
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. Such daily survey would include information reported by
Morgan Stanley & Co. LLC, a wholly owned subsidiary of the Issuer, 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 7 of this Offering Circular.
iv

Important Notices
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
EXCHANGE COMMISSION ANY STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY IN THE UNITED STATES NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF ANY PROGRAM SECURITIES
OR THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Payments by Morgan Stanley and MSFL and United States Withholding Tax
A Non-U.S. Holder should expect that a withholding agent will treat coupon payments (if any) on Program
Securities as subject to U.S. federal withholding tax, unless the Non-U.S. Holder certifies on a properly
completed appropriate Internal Revenue Service ("IRS") Form W-8BEN or W-8BEN-E that it is not a U.S.
person and that it is eligible for the benefits of a Qualifying Treaty as defined in "United States Federal
Taxation", or meets other certification and eligibility requirements as described in "United States Federal
Taxation".
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 Morgan Stanley 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 or MSFL.
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 true subsequent to the
date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that
v

Important Notices
there has been no adverse change in the financial situation of either of Morgan Stanley 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 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 Morgan Stanley & Co. International plc,
which may act in whole or in part through an affiliate thereof, and Morgan Stanley & Co. LLC (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 account 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" beginning on page 402.
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 and MSFL to inform themselves about and to observe those restrictions.
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.
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;
(B)
a customer within the meaning of Directive 2002/92/EC, as amended or superseded (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, as amended or superseded.
vi

Important Notices
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 Program
Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
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.
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 either of Morgan Stanley 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 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.
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.
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 Centre as specified in the applicable Pricing Supplement.
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 by the Swiss Financial Market
Supervisory Authority ("FINMA"). Accordingly, investors do not have the benefit of the specific investor protection
provided under the CISA.
vii

Important Notices
Defined terms
See "Index of Defined Terms" at the end of this document.
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.
viii

CONTENTS
Page
SUMMARY ............................................................................................................................................................. 1
RISK FACTORS RELATING TO THE PROGRAM SECURITIES .......................................................................... 7
WHERE THE INVESTOR CAN FIND MORE INFORMATION ABOUT MORGAN STANLEY ......................... 31
INCORPORATION BY REFERENCE ................................................................................................................... 32
KEY FEATURES OF THE NOTES........................................................................................................................ 37
KEY FEATURES OF THE WARRANTS AND CERTIFICATES .......................................................................... 41
TERMS AND CONDITIONS OF THE NOTES...................................................................................................... 44
PRO FORMA PRICING SUPPLEMENT FOR THE NOTES................................................................................ 167
FORM OF NOTES ............................................................................................................................................... 210
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............................... 211
TERMS AND CONDITIONS OF THE WARRANTS AND CERTIFICATES ...................................................... 214
PRO FORMA PRICING SUPPLEMENT FOR WARRANTS AND CERTIFICATES........................................... 324
FORM OF WARRANTS AND CERTIFICATES.................................................................................................. 345
SUMMARY OF PROVISIONS RELATING TO THE WARRANTS AND CERTIFICATES WHILE IN
GLOBAL FORM .................................................................................................................................................. 346
BENEFIT PLAN INVESTORS............................................................................................................................. 350
UNITED STATES FEDERAL TAXATION .......................................................................................................... 351
AUSTRIAN TAXATION ..................................................................................................................................... 356
BELGIAN TAXATION........................................................................................................................................ 361
FINNISH TAXATION.......................................................................................................................................... 366
FRENCH TAXATION.......................................................................................................................................... 369
GERMAN TAXATION ........................................................................................................................................ 372
IRISH TAXATION............................................................................................................................................... 376
ITALIAN TAXATION ......................................................................................................................................... 378
LUXEMBOURG TAXATION.............................................................................................................................. 386
NETHERLANDS TAXATION............................................................................................................................. 389
SPANISH TAXATION......................................................................................................................................... 392
SWEDISH TAXATION........................................................................................................................................ 397
SWISS TAXATION ............................................................................................................................................. 398
UNITED KINGDOM TAXATION ....................................................................................................................... 401
THE PROPOSED FINANCIAL TRANSACTIONS TAX ..................................................................................... 402
SUBSCRIPTION AND SALE .............................................................................................................................. 403
NO OWNERSHIP BY U.S. PERSONS ................................................................................................................. 411
FORM OF GUARANTEE FOR MORGAN STANLEY FINANCE LLC............................................................... 412
GENERAL INFORMATION................................................................................................................................ 414
INDEX OF DEFINED TERMS............................................................................................................................. 417