Bond Morgan Stanley Financial 0% ( US61768DSC01 ) in USD

Issuer Morgan Stanley Financial
Market price 100 %  ▼ 
Country  United States
ISIN code  US61768DSC01 ( in USD )
Interest rate 0%
Maturity 03/01/2024 - Bond has expired



Prospectus brochure of the bond Morgan Stanley Finance US61768DSC01 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 1 000 000 USD
Cusip 61768DSC0
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Morgan Stanley is a leading global financial services firm offering investment banking, securities, wealth management, and investment management services to corporations, governments, and individuals.

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768DSC01, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 03/01/2024







424B2 1 dp100351_424b2-ps1242.htm FORM 424B2
CALCULATION OF REGISTRATION FEE


Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Market-Linked Notes due 2024

$1,000,000

$121.20

De c e m be r 2 0 1 8
Pricing Supplement No. 1,242
Registration Statement Nos. 333-221595; 333-221595-01
Dated December 28, 2018
Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Market-Linked Notes due January 3, 2024
Based on the Value of an Equally Weighted Basket Composed of the S&P 500® Index and the EURO STOXX 50® Index
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
The notes are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley.
The notes will pay no interest and will have the terms described in the accompanying product supplement, index supplement and prospectus, as
supplemented and modified by this document. At maturity, we will pay per note the stated principal amount of $1,000 plus a supplemental
redemption amount, if any, based on the value of a basket of two indices on the determination date. These long-dated notes are for investors
who are concerned about principal risk but seek a return based on a basket of equity indices, and who are willing to forgo current income in
exchange for the repayment of principal at maturity plus the potential to receive a supplemental redemption amount, if any. The notes are notes
issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of your
inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st in, or
ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
I ssue pric e :
$1,000 per note
St a t e d princ ipa l a m ount :
$1,000 per note
Aggre ga t e princ ipa l
$1,000,000
a m ount :
Pric ing da t e :
December 28, 2018
Origina l issue da t e :
January 3, 2019 (3 business days after the pricing date)
M a t urit y da t e :
January 3, 2024
I nt e re st :
None
Ba sk e t
I nit ia l
Ba sk e t :
Ba sk e t c om pone nt *
T ic k e r sym bol*
c om pone nt
inde x
M ult iplie r
w e ight ing
va lue

S&P 500® Index (the "SPX Index")
SPX
50%
2,485.74
0.020114734
EURO STOXX 50® Index (the "SX5E

SX5E
50%
2,986.53
0.016741838
Index")
* Ticker symbols are being provided for reference purposes only. We refer to the SPX Index and the SX5E

Index, collectively, as the underlying indices.
Pa ym e nt a t m a t urit y:
The payment due at maturity per $1,000 stated principal amount will equal:
$1,000 + supplemental redemption amount, if any.
In no event will the payment due at maturity be less than the stated principal amount, regardless of the
performance of the underlying indices.
Supple m e nt a l re de m pt ion (i) $1,000 times (ii) the basket percent change times (iii) the participation rate, provided that the supplemental
a m ount :
redemption amount will not be less than $0.
Pa rt ic ipa t ion ra t e :
143%
Ba sk e t pe rc e nt c ha nge :
(final basket closing value ­ initial basket value) / initial basket value
List ing:
The notes will not be listed on any securities exchange.

Terms continued on the following page
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Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan
Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$970.50 per note. See "Investment Summary" on page 3.
pric ing da t e :
Com m issions a nd issue
Pric e t o public (1)
Age nt 's c om m issions a nd
pric e :
fe e s (2)
Proc e e ds t o us (3)
Pe r not e
$1,000
$11.25
$988.75
T ot a l
$1,000,000
$11,250
$988,750
(1) The notes will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sell all of the notes that it purchases from us to an unaffiliated dealer at a price of $988.75 per note, for further sale to certain fee-
based advisory accounts at the price to public of $1,000 per note. MS & Co. will not receive a sales commission with respect to the notes. See
"Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)"
in the accompanying product supplement for equity-linked notes.
(3) See "Use of proceeds and hedging" on page 18.
T he not e s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e
"Risk Fa c t ors" be ginning on pa ge 7 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se
not e s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x supple m e nt a nd prospe c t us
is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he not e s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r
gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd prospe c t us,
e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of t he N ot e s" a nd
"Addit iona l I nform a t ion About t he N ot e s" a t t he e nd of t his doc um e nt .
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context
requires.
Product Supplement for Equity-Linked Notes dated November 16, 2017
Index Supplement dated November 16, 2017 Prospectus dated November 16, 2017

Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x
Terms continued from previous page:
I nit ia l ba sk e t va lue :
The initial basket value is 100, which is equal to the sum of the products of (i) the initial index value of each
basket component, as set forth under "Basket--Initial index value" above, and (ii) the multiplier for such
basket component, as set forth under "Basket--Multiplier" above.
Fina l ba sk e t c losing va lue : The basket closing value on the determination date
Ba sk e t c losing va lue :
On any date, the sum of the products of (i) the closing value of each basket component on such date, and (ii)
the multiplier for such basket component.
M ult iplie r:
The multiplier for each basket component was set on the pricing date so that each basket component
represents its applicable basket component weighting in the predetermined initial basket value of 100. Each
multiplier will remain constant for the term of the notes.
De t e rm ina t ion da t e :
December 28, 2023, subject to postponement for non-index business days and certain market disruption
events
CU SI P:
61768DSC0
I SI N :
US61768DSC01
December 2018
Page 2
Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x
Investment Summary

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M a rk e t -Link e d N ot e s

The Market-Linked Notes due January 3, 2024 Based on the Value of an Equally Weighted Basket Composed of the S&P 500®
Index and the EURO STOXX 50® Index (the "notes") offer the potential for a supplemental redemption amount at maturity based
on the closing value of a basket of two indices on the determination date. The notes provide investors:


an opportunity to gain exposure to the indices comprising the basket


the repayment of principal at maturity, subject to our creditworthiness


143% participation in any appreciation of the basket over the term of the notes


no exposure to any decline of the final basket closing value below the initial basket value if the notes are held to maturity

At maturity, if the basket percent change is less than or equal to zero, you will receive the stated principal amount of $1,000 per
note, without any positive return on your investment. All payments on the notes, including the repayment of principal at maturity,
are subject to our credit risk.

M a t urit y:
5 years
Pa rt ic ipa t ion ra t e :
143%
I nt e re st :
None

The original issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedging
the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is less than $1,000. We
estimate that the value of each note on the pricing date is $970.50.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the notes?

In determining the economic terms of the notes, including the participation rate, 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 notes
would be more favorable to you.

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

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing,
selling, structuring and hedging the notes are not fully deducted upon issuance, for a period of up to 6 months following the issue
date, to the extent that MS & Co. may buy or sell the

December 2018
Page 3
Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x
notes in the secondary market, absent changes in market conditions, including those related to the underlying indices, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher
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values will also be reflected in your brokerage account statements.

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

December 2018
Page 4
Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x
K e y I nve st m e nt Ra t iona le

Market-Linked Notes offer investors exposure to the performance of an equally weighted basket composed of the S&P 500® Index
and the EURO STOXX 50® Index and provide for the repayment of principal at maturity. They are for investors who are concerned
about principal risk but seek a return based on a basket of equity indices and who are willing to forgo current income in exchange
for the repayment of principal at maturity plus the potential to receive a supplemental redemption amount, if any.

Re pa ym e nt of Princ ipa l
The notes offer investors 143% upside exposure to any positive performance of the basket, while
providing for the repayment of principal in full at maturity.

U pside Sc e na rio
The basket closing value on the determination date is greater than the initial basket value of 100,
and, at maturity, the notes pay the stated principal amount of $1,000 plus 143% of the positive
percent change from the initial basket value to the final basket closing value.

Pa r Sc e na rio
The final basket closing value is less than or equal to the initial basket value, and, at maturity, the
notes pay only the stated principal amount of $1,000.
December 2018
Page 5
Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x
Hypothetical Payout on the Notes

At maturity, for each $1,000 stated principal amount of notes that you hold, you will receive the stated principal amount of $1,000
plus a supplemental redemption amount, if any. The supplemental redemption amount will be calculated as follows:

supplemental redemption
=
$1,000 x basket percent change x the participation rate
amount
In no event will the payment due at maturity be less than the stated principal
amount, regardless of the performance of the underlying indices.
where

basket percent change
=
(final basket closing value ­ initial basket value) / initial basket value
final basket closing value
=
the basket closing value on the determination date.

In no event will the payment due at maturity be less than the stated principal amount.

H ypot he t ic a l Pa ym e nt a t M a t urit y

The table below illustrates the payment at maturity for each note for a hypothetical range of basket percent change and does not
cover the complete range of possible payouts at maturity. The table reflects the initial basket value of 100.

Ba sk e t
Fina l ba sk e t
St a t e d
Pa rt ic ipa t ion
Supple m e nt a l
Pa ym e nt a t
Re t urn on
pe rc e nt
c losing
princ ipa l
ra t e
re de m pt ion
m a t urit y
$ 1 ,0 0 0 not e
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c ha nge
va lue
a m ount
a m ount
100.00%
200
$1,000
143%
$1,430.00
$2,430.00
143.00%
90.00%
190
$1,000
143%
$1,287.00
$2,287.00
128.70%
80.00%
180
$1,000
143%
$1,144.00
$2,144.00
114.40%
70.00%
170
$1,000
143%
$1,001.00
$2,001.00
100.10%
60.00%
160
$1,000
143%
$858.00
$1,858.00
85.80%
50.00%
150
$1,000
143%
$715.00
$1,715.00
71.50%
40.00%
140
$1,000
143%
$572.00
$1,572.00
57.20%
30.00%
130
$1,000
143%
$429.00
$1,429.00
42.90%
20.00%
120
$1,000
143%
$286.00
$1,286.00
28.60%
10.00%
110
$1,000
143%
$143.00
$1,143.00
14.30%
5.00%
105
$1,000
143%
$71.50
$1,071.50
7.15%
0%
100
$1,000
N/A
$0.00
$1,000.00
0%
­10%
90
$1,000
N/A
$0.00
$1,000.00
0%
­20%
80
$1,000
N/A
$0.00
$1,000.00
0%
­30%
70
$1,000
N/A
$0.00
$1,000.00
0%
­40%
60
$1,000
N/A
$0.00
$1,000.00
0%
­50%
50
$1,000
N/A
$0.00
$1,000.00
0%
­60%
40
$1,000
N/A
$0.00
$1,000.00
0%
­70%
30
$1,000
N/A
$0.00
$1,000.00
0%
­80%
20
$1,000
N/A
$0.00
$1,000.00
0%
­90%
10
$1,000
N/A
$0.00
$1,000.00
0%
­100%
0
$1,000
N/A
$0.00
$1,000.00
0%
December 2018
Page 6
Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x
Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. For further discussion of these and other
risks you should read the section entitled "Risk Factors" in the accompanying product supplement, index supplement and
prospectus. You should also consult with your investment, legal, tax, accounting and other advisers in connection with your
investment in the notes.


T he not e s do not pa y int e re st a nd m a y not pa y m ore t ha n t he st a t e d princ ipa l a m ount a t m a t urit y. If the
basket percent change is less than or equal to zero, you will receive only the stated principal amount of $1,000 for each note
you hold at maturity. As the notes do not pay any interest, if the final basket closing value is not sufficiently higher than the
initial basket value, the overall return on the notes (the effective yield to maturity) may be less than the amount that would be
paid on a conventional debt security of ours of comparable maturity. The notes have been designed for investors who are
willing to forgo market floating interest rates in exchange for a supplemental redemption amount, if any, based on the basket
closing value on the determination date.


Cha nge s in t he va lue of t he ba sk e t c om pone nt s m a y offse t e a c h ot he r. Value movements in the basket
components may not correlate with each other. At a time when the value of one basket component increases, the value of the
other basket component may decline. Therefore, in calculating the payment at maturity, increases in the value of one basket
component may be moderated, or wholly offset, by declines in the value of the other basket component.


T he m a rk e t pric e of t he not e s w ill be influe nc e d by m a ny unpre dic t a ble fa c t ors. Several factors, many of
which are beyond our control, will influence the value of the notes in the secondary market and the price at which MS & Co.
may be willing to purchase or sell the notes in the secondary market, including the values of the basket components at any
time, the volatility (frequency and magnitude of changes in value) of the underlying indices, dividend rate on the stocks
underlying the underlying indices, interest and yield rates in the market, time remaining until the notes mature, geopolitical
conditions and economic, financial, political, regulatory or judicial events that affect the underlying indices or equities markets
generally and which may affect the closing values of the underlying indices on any determination date and the actual or
anticipated changes in our credit ratings or credit spreads. Generally, the longer the time remaining to maturity, the more the
market price of the notes will be affected by the other factors described above. The values of the underlying indices may be,
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and have recently been, volatile, and we can give you no assurance that the volatility will lessen. See "Historical Information"
below. You may receive less, and possibly significantly less, than the stated principal amount per note if you try to sell your
notes prior to maturity.


T he re a re risk s a ssoc ia t e d w it h inve st m e nt s in not e s link e d t o t he va lue of fore ign e quit y se c urit ie s. As
the EURO STOXX 50® Index is one of the underlying indices, the notes are linked to the value of foreign equity securities.
Investments in notes 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. 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.

December 2018
Page 7
Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x

T he not e s a re subje c t t o our c re dit risk , a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o our c re dit ra t ings or
c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he not e s. You are dependent on our ability to pay all
amounts due on the notes at maturity and therefore you are subject to our credit risk. The notes are not guaranteed by any
other entity. If we default on our obligations under the notes, your investment would be at risk and you could lose some or all
of your investment. As a result, the market value of the notes prior to maturity will be affected by changes in the market's view
of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the
market for taking our credit risk is likely to adversely affect the market value of the notes.


As a fina nc e subsidia ry, M SFL ha s no inde pe nde nt ope ra t ions a nd w ill ha ve no inde pe nde nt a sse t s. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have
no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available
under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.


T he a m ount pa ya ble on t he not e s is not link e d t o t he va lue of t he unde rlying indic e s a t a ny t im e ot he r
t ha n t he de t e rm ina t ion da t e . The amount payable on the notes will be based on the basket closing value on the
determination date, subject to postponement for non-index business days and certain market disruption events. Even if the
value of the basket appreciates prior to the determination date but then drops by the determination date, the payment at
maturity may be less, and may be significantly less, than it would have been had the payment at maturity been linked to the
value of the basket prior to such drop. Although the actual value of the basket on the stated maturity date or at other times
during the term of the notes may be higher than the final basket closing value, the payment at maturity will be based solely on
the final basket closing value.


T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he not e s in t he
origina l issue pric e re duc e t he e c onom ic t e rm s of t he not e s, c a use t he e st im a t e d va lue of t he not e s t o
be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no
change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be
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willing to purchase the notes in secondary market transactions will likely be significantly lower than the original issue price,
because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the
original 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 well as other factors.

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

However, because the costs associated with issuing, selling, structuring and hedging the notes are not fully deducted upon
issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the notes in the
secondary market, absent changes in market conditions, including those related to the underlying indices, and to our secondary
market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values
will also be reflected in your brokerage account statements.

December 2018
Page 8
Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x

T he e st im a t e d va lue of t he not e s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls, w hic h
m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e . 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 notes than those generated by others,
including other dealers in the market, if they attempted to value the notes. In addition, the estimated value on the pricing date
does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
notes in the secondary market (if any exists) at any time. The value of your notes at any time after the date of this document
will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market
conditions. See also "The market price of the notes will be influenced by many unpredictable factors" above.


Adjust m e nt s t o t he ba sk e t c om pone nt s c ould a dve rse ly a ffe c t t he va lue of t he not e s. The index publisher of
a basket component can add, delete or substitute the stocks underlying basket component, and can make other methodological
changes that could change the value of such basket component. Any of these actions could adversely affect the value of the
notes. In addition the index publisher of a basket component may discontinue or suspend calculation or publication of such
basket component at any time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to
substitute a successor index that is comparable to the discontinued basket component and is permitted to consider indices that
are calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that there is no appropriate successor
index on the determination date, the index closing value on such determination date will be an amount based on the stocks
underlying the discontinued index at the time of such discontinuance, without rebalancing or substitution, computed by MS &
Co, as calculation agent, in accordance with the formula for calculating the index closing value last in effect prior to
discontinuance of the index.


I nve st ing in t he not e s is not e quiva le nt t o inve st ing in t he ba sk e t c om pone nt s; you ha ve no sha re holde r
or ot he r right s in t he ba sk e t c om pone nt s a nd a re e x pose d t o t he c re dit risk of M orga n St a nle y. Investing in
the notes is not equivalent to investing in the basket components. As an investor in the notes, you will not have voting rights or
the right to receive dividends or other distributions or any other rights with respect to the component stocks of either basket
component. Furthermore, investing in the notes is not equivalent to investing in the basket components or their component
stocks. In addition, you are subject to our credit risk.


T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d. The notes
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS & Co.
may, but is not obligated to, make a market in the notes 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 prices based on
its estimate of the current value of the notes, taking into account its bid/offer spread, our credit spreads, market volatility, the
notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the
likelihood that it will be able to resell the notes. Even if there is a secondary market, it may not provide enough liquidity to allow
you to trade or sell the notes easily. Since other broker-dealers may not participate significantly in the secondary market for the
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notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which MS & Co. is
willing to transact. If, at any time, MS & Co. were to cease making a market in the notes, it is likely that there would be no
secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.


T he c a lc ula t ion a ge nt , w hic h is a subsidia ry of M orga n St a nle y a nd a n a ffilia t e of M SFL, w ill m a k e
de t e rm ina t ions w it h re spe c t t o t he not e s. As calculation agent, MS & Co. has determined the initial index value and
multiplier for each basket component, will determine the final basket closing value and the basket percent change, and will
calculate the amount of cash you will receive at maturity. Moreover, certain determinations made by MS & Co., in its capacity
as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the
occurrence or non-occurrence of market disruption

December 2018
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Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x
events and the selection of a successor index or calculation of the basket closing value in the event of a discontinuance of any
basket component or a market disruption event with respect to any basket component. These potentially subjective
determinations may affect the payout to you at maturity. For further information regarding these types of determinations, see
"Description of Equity-Linked Notes--Supplemental Redemption Amount," "--Calculation Agent and Calculations," "--Alternate
Exchange Calculation in the Case of an Event of Default" and "--Discontinuance of Any Underlying Index; Alteration of Method
of Calculation" in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the
notes on the pricing date.


H e dging a nd t ra ding a c t ivit y by our a ffilia t e s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he not e s.
One or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging activities related
to the notes (and to other instruments linked to the underlying indices or their component stocks), including trading in the
component stocks of the underlying indices and in other instruments related to the underlying indices. As a result, these entities
may be unwinding or adjusting hedge positions during the term of the notes, and the hedging strategy may involve greater and
more frequent dynamic adjustments to the hedge as the determination date approaches. Some of our affiliates also trade the
component stocks of the underlying indices and other financial instruments related to the underlying indices on a regular basis
as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing
date could have increased the initial index values, and, therefore, could have increased the values at or above which the
underlying indices must close on the determination date before an investor receives a payment at maturity that exceeds the
stated principal amount of the notes. Additionally, such hedging or trading activities during the term of the notes, including on
the determination date, could adversely affect the closing values of the underlying indices on such determination date, and,
accordingly, the amount of cash an investor will receive at maturity.

December 2018
Page 10
Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x
Basket Overview

S& P 5 0 0 ® I nde x

The S&P 500® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of
500 component companies selected to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P
500® Index is based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as
of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period of
the years 1941 through 1943. For additional information about the S&P 500® Index, see the information set forth under "S&P 500®
Index" in the accompanying index supplement.
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"Standard & Poor's®," "S&P®," "S&P 500®," "Standard & Poor's 500" and "500" are trademarks of Standard and Poor's Financial
Services LLC. See "S&P 500® Index" in the accompanying index supplement.

EU RO ST OX X 5 0 ® I nde x

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

"EURO STOXX 50®" and "STOXX®" are registered trademarks of STOXX Limited. For more information, see "EURO STOXX 50®
Index" in the accompanying index supplement.

December 2018
Page 11
Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x
Information as of market close on December 28, 2018:

Ba sk e t Com pone nt I nform a t ion a s of De c e m be r 2 8 , 2 0 1 8

T ic k e r
Curre nt Ba sk e t
5 2 We e k s
5 2 We e k H igh
5 2 We e k Low
Sym bol
Com pone nt
Ago
Closing V a lue
S& P 5 0 0 ® I nde x
SPX
2,485.74
2,687.54
2,930.75 (on 9/20/2018)
2,351.10 (on 12/24/2018)
EU RO ST OX X
SX 5 E
2,986.53
3,524.31
3,672.29 (on 1/23/2018)
2,937.36 (on 12/27/2018)
5 0 ® I nde x

The following graph is calculated based on an initial basket value of 100 on January 1, 2013 (assuming that each basket
component is weighted as described in "Basket" on the cover page) and illustrates the effect of the offset and/or correlation among
the basket components during such period. The graph does not take into account the terms of the notes, nor does it attempt to
show in any way your expected return on an investment in the notes. The historical performance of the basket should not be taken
as an indication of its future performance.

Ba sk e t H ist oric a l Pe rform a nc e
J a nua ry 1 , 2 0 1 3 t o De c e m be r 2 8 , 2 0 1 8
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December 2018
Page 12
Morgan Stanley Finance LLC
Market-Linked Notes due January 3, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X
5 0 ® I nde x
Historical Information

The following tables set forth the published high and low closing values as well as end-of-quarter closing values for each of the
basket components for each quarter in the period from January 1, 2013 through December 28, 2018. The closing values on
December 28, 2018 were (i) in the case of the SPX Index, 2,485.74, and (ii) in the case of the SX5E Index, 2,986.53. The related
graphs set forth the daily closing values for each of the basket components in the same period. We obtained the information in the
tables and graphs below from Bloomberg Financial Markets, without independent verification. The historical information of the
basket components should not be taken as an indication of their future performance, and no assurance can be given as to the
basket closing value on the determination date.

S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 3



First Quarter
1,569.19
1,457.15
1,569.19
Second Quarter
1,669.16
1,541.61
1,606.28
Third Quarter
1,725.52
1,614.08
1,681.55
Fourth Quarter
1,848.36
1,655.45
1,848.36
2 0 1 4



First Quarter
1,878.04
1,741.89
1,872.34
Second Quarter
1,962.87
1,815.69
1,960.23
Third Quarter
2,011.36
1,909.57
1,972.29
Fourth Quarter
2,090.57
1,862.49
2,058.90
2 0 1 5



First Quarter
2,117.39
1,992.67
2,067.89
Second Quarter
2,130.82
2,057.64
2,063.11
Third Quarter
2,128.28
1,867.61
1,920.03
Fourth Quarter
2,109.79
1,923.82
2,043.94
2 0 1 6



First Quarter
2,063.95
1,829.08
2,059.74
Second Quarter
2,119.12
2,000.54
2,098.86
Third Quarter
2,190.15
2,088.55
2,168.27
Fourth Quarter
2,271.72
2,085.18
2,238.83
2 0 1 7



First Quarter
2,395.96
2,238.83
2,362.72
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