Bond Morgan Stanley Financial 0% ( US61769HNY70 ) in USD

Morgan Stanley Financial

100 % ⇌

United States

US61769HNY70 ( in USD )

0%

02/06/2023 - Bond has expired

Prospectus brochure of the bond Morgan Stanley Finance US61769HNY70 in USD 0%, expired

1 000 USD

254 000 USD

61769HNY7

N/A

NR

Morgan Stanley is a leading global financial services firm offering investment banking, securities, wealth management, and investment management services to corporations, governments, and individuals.

A review of the debt capital markets highlights the characteristics and recent resolution of a specific bond issuance by Morgan Stanley Finance, a key subsidiary of the global financial services giant Morgan Stanley. As an integral part of one of the world's leading financial institutions, Morgan Stanley Finance plays a crucial role in the group's capital markets and financing activities, instrumental in facilitating various funding operations, including the issuance of debt securities to support the broader firm's liquidity and operational needs across its investment banking, securities, wealth management, and investment management divisions. This particular debt instrument, identified by its ISIN US61769HNY70 and CUSIP 61769HNY7, was issued from the United States in US Dollars (USD). Notably, it was structured as a zero-coupon bond, evidenced by its 0% interest rate, meaning investors did not receive periodic interest payments but rather purchased the bond at a discount and received its full face value upon maturity. The total original issue size amounted to 254,000 units, with a minimum purchase requirement of 1,000 units. Its stated payment frequency of '2' is notable, though for a zero-coupon bond carrying a 0% interest rate, this typically does not pertain to periodic coupon distributions, as the bond's return mechanism relies solely on its redemption at par. The security reached its maturity on February 6, 2023, and was subsequently redeemed at 100% of its principal value, confirming its full repayment to bondholders. Moody's, a prominent credit rating agency, assigned an 'NR' (Not Rated) designation to this specific issuance, indicating that it was not formally rated by the agency.

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424B2 1 dp111930_424b2-ps2339.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities

Offering Price

Fee
Offered

Equity-Linked Partial Principal at Risk
$254,000

$30.78
Securities due 2023

August 2019
Pricing Supplement No. 2,339
Registration Statement Nos. 333-221595; 333-221595-01
Dated August 27, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in International Equities
Equity-Linked Partial Principal at Risk Securities due June 2, 2023
Based on the Performance of the EURO STOXX 50® Index
Ful y and Unconditional y Guaranteed by Morgan Stanley
Equity-Linked Partial Principal at Risk Securities, which we refer to as the securities, are unsecured obligations of Morgan
Stanley Finance LLC ("MSFL") and are ful y and unconditional y guaranteed by Morgan Stanley. The securities wil pay no
interest, provide for a minimum payment amount of only 95% of principal at maturity and have the terms described in the
accompanying product supplement, index supplement and prospectus, as supplemented and modified by this document.
At maturity, if the underlying index has appreciated in value, investors wil receive the stated principal amount of their
investment plus 118% of the appreciation of the underlying index from the initial index value to the final index value.
However, if at maturity the underlying index has depreciated in value, investors wil lose 1% for every 1% decline of the
final index value from the initial index value, subject to the minimum payment amount. Investors may lose up to 5% of
the stated principal amount of the securities. The securities are for investors who are concerned about principal risk,
but seek an equity index-based return, and who are wil ing to risk 5% of their principal and to forgo current income in
exchange for the repayment of at least 95% of the principal at maturity and the opportunity to earn a return reflecting 118%
of the appreciation of the underlying index from the initial index value to the final index value. The securities are securities
issued as part of MSFL's Series A Global Medium-Term Notes program.
All payments on the securities, including the payment of the minimum payment amount at maturity, are subject to
our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities
are not secured obligations and you will not have any security interest in, or otherwise have any access to, any
underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Issue price:
$1,000 per security (see "Commissions and issue price" below)
Stated principal amount:
$1,000 per security
Aggregate principal
$254,000
amount:
Pricing date:
August 27, 2019
Original issue date:
August 30, 2019 (3 business days after the pricing date)
Maturity date:
June 2, 2023
Interest:
None
Underlying index:
EURO STOXX 50® Index
Payment at maturity:
If the final index value is greater than the initial index value:
$1,000 + supplemental redemption amount
If the final index value is less than or equal to the initial index value:
$1,000 x (final index value / initial index value), subject to the minimum payment amount
Under these circumstances, the payment at maturity will be less than the stated
principal amount of $1,000 per security by an amount that is proportionate to the
percentage decline of the underlying index. However, under no circumstances will
the payment due at maturity be less than the minimum payment amount of $950 per
security.
Supplemental redemption
(i) $1,000 times (i ) the index percent change times (i i) the participation rate
amount:
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Minimum payment amount: $950 per security (95% of the stated principal amount)
Participation rate:
118%
Index percent change:
(final index value initial index value) / initial index value
Initial index value:
3,370.47, which is the index closing value on the pricing date
Final index value:
The index closing value on the determination date
Determination date:
May 30, 2023, subject to postponement for non-index business days and certain market
disruption events
CUSIP / ISIN:
61769HNY7 / US61769HNY70
Listing:
The securities wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a whol y owned
subsidiary of Morgan Stanley. See "Supplemental information regarding plan of distribution;
conflicts of interest."
Estimated value on the
$960.70 per security. See "Investment Summary" beginning on page 2.
pricing date:
Commissions and issue price:
Price to public
Agent's commissions(1)
Proceeds to us(2)
Per security
$1,000
$25
$975
Total
$254,000
$6,350
$247,650
(1) Selected dealers and their financial advisors wil col ectively receive from the agent, Morgan Stanley & Co. LLC, a fixed
sales commission of $25 for each security they sel . 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.
(2) See "Use of proceeds and hedging" on page 14.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk
Factors" beginning on page 6.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved
these securities, or determined if this document or the accompanying product supplement, index supplement and
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a
bank.
You should read this document together with the related product supplement, index supplement and prospectus,
each of which can be accessed via the hyperlinks below. Please also see "Additional Terms of the Securities" and
"Additional Information About the Securities" at the end of this document.
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 Partial Principal at Risk Securities dated November 16, 2017
Index Supplement dated November 16, 2017 Prospectus dated November 16, 2017

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due June 2, 2023
Based on the Performance of the EURO STOXX 50® Index
Investment Summary

Equity-Linked Partial Principal at Risk Securities

The Equity-Linked Partial Principal at Risk Securities due June 2, 2023 Based on the Performance of the EURO STOXX
50® Index (the "securities") provide investors with an opportunity to receive a return reflecting 118% of the positive
performance of the underlying index while maintaining 1:1 downside exposure to any depreciation of the underlying index,
subject to the minimum payment amount at maturity of $950 per security.

If the final index value is greater than the initial index value, the securities wil pay the stated principal amount of $1,000
plus a supplemental redemption amount. The supplemental redemption amount provides 118% upside participation (e.g., if
the underlying index appreciates 10% from the initial index value to the final index value, the investor receives 100% of
principal plus 11.8% at maturity) in the performance of the underlying index. If the final index value is equal to or less
than the initial index value, the payment at maturity per security wil be equal to or less than the $1,000 principal amount of
securities by an amount proportionate to the decline in the underlying index as of the determination date, subject to the
minimum payment amount of $950 per security. The securities do not pay interest, and al payments on the securities,
including the payment of the minimum payment amount at maturity, are subject to our credit risk.

Maturity:
Approximately 3.75 years
Minimum payment amount:
$950 per security (95% of the stated principal amount). You could lose
up to 5% of the stated principal amount of the securities.
Participation rate:
118%
Interest:
None

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due June 2, 2023
Based on the Performance of the EURO STOXX 50® Index
The original issue price of each security is $1,000. This price includes costs associated with issuing, sel ing, structuring
and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing
date is less than $1,000. We estimate that the value of each security on the pricing date is $960.70.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the minimum payment amount and 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, sel ing, structuring and hedging costs borne by you were lower or if the internal funding
rate were higher, one or more of the economic terms of the securities would be more favorable to you.

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

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions,
including those related to the underlying index, 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 wel 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, sel ing, structuring and hedging the securities are not ful y deducted upon issuance, for a period of
up to 6 months fol owing the issue date, to the extent that MS & Co. may buy or sel the securities in the secondary market,
absent changes in market conditions, including those related to the underlying index, and to our secondary market credit
spreads, it would do so based on values higher than the estimated value. We expect that those higher values wil also be
reflected in your brokerage account statements.

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

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due June 2, 2023
Based on the Performance of the EURO STOXX 50® Index
Key Investment Rationale

The securities offer 118% participation in the positive performance of the underlying index, while providing for a minimum
repayment of 95% of the stated principal amount if the securities are held to maturity, in exchange for forgoing current
income and interest. Al payments on the securities, including the payment of the minimum payment amount at maturity,
are subject to our credit risk.

Minimum Payment
The securities provide for the minimum payment amount of 95% of principal if held to
Amount of 95% of
maturity.
Principal at Maturity
Upside Scenario
The underlying index appreciates, and the securities return par plus 118% upside
participation in the appreciation of the underlying index.
Downside Scenario
The underlying index depreciates, and the securities redeem for less than the $1,000 stated
principal amount by an amount proportionate to the decline in the value of the underlying
index, subject to the minimum payment amount of $950 per security (95% of the stated
principal amount).

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due June 2, 2023
Based on the Performance of the EURO STOXX 50® Index
How the Securities Work
Payoff Diagram

The payoff diagram below il ustrates the payment at maturity on the securities, based on the fol owing terms:

Stated principal amount:
$1,000 per security
Participation rate:
118%
Minimum payment amount:
$950 per security (95% of the stated principal amount)

Payoff Diagram
How it works
§ Upside Scenario. If the final index value is greater than the initial index value, investors would receive the $1,000
stated principal amount plus 118% participation in the appreciation of the underlying index.

o
If the underlying index appreciates 10%, investors would receive an 11.8% return, or $1,118 per security.
§ Par or Downside Scenario. If the final index value is less than or equal to the initial index value, investors would
receive an amount less than or equal to the $1,000 stated principal amount, based on a 1% loss of principal for each
1% decline in the underlying index over the term of the securities, subject to the minimum payment amount of $950
per security.

o
If the underlying index depreciates 1.50% from the initial index value to the final index value, investors would
lose 1.50% of their principal and receive only $985 per security at maturity, or 98.50% of the stated principal
amount.

o
If the underlying index depreciates 50% from the initial index value to the final index value, investors would
receive the minimum payment amount of $950 per security at maturity, or 95% of the stated principal amount.

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due June 2, 2023
Based on the Performance of the EURO STOXX 50® Index
Risk Factors

The fol owing is a list of certain key risk factors for investors in the securities. 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. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with
your investment in the securities.
§ The securities do not pay interest and provide for a minimum payment amount of only 95% of principal. The
terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest and provide
for a minimum payment amount of only 95% of principal at maturity. If the underlying index has depreciated over the
term of the securities, the payout at maturity wil be an amount in cash that is less than the $1,000 stated principal
amount of each security by an amount proportionate to the decrease in the value of the underlying index, subject to
the minimum payment amount of $950 per security (95% of the stated principal amount). You could lose up to 5% of
your investment in the securities.
§ The market price of the securities will be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, wil influence the value of the securities in the secondary market and the price at which
MS & Co. may be wil ing to purchase or sel the securities in the secondary market, including the value of the
underlying index at any time, the volatility (frequency and magnitude of changes in value) of the underlying index,
dividend rate on the stocks underlying the index, interest and yield rates in the market, time remaining until the
securities mature, geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the
underlying index or equities markets general y and which may affect the final index value of the underlying index and
any actual or anticipated changes in our credit ratings or credit spreads. The value of the underlying index may be, and
has recently been, volatile, and we can give you no assurance that the volatility wil lessen. You may receive less, and
possibly significantly less, than the stated principal amount per security if you try to sel your securities prior to maturity.
§ There are risks associated with investments in securities linked to the value of foreign equity securities. The
securities are linked to the value of foreign equity securities. Investments in securities linked to the value of foreign
equity securities involve risks associated with the securities markets in those countries, including risks of volatility in
those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries.
Also, there is general y 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 smal number of
securities and may be unable to respond effectively to increases in trading volume, potential y 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
§ The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or
credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay al
amounts due on the securities at maturity and therefore you are subject to our credit risk. If we default on our
obligations under the securities, your investment would be at risk and you could lose some or al of your investment.
As a result, the market value of the securities prior to maturity wil 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 securities.

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due June 2, 2023
Based on the Performance of the EURO STOXX 50® Index
§ As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and
wil 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 wil be
limited to those available under the related guarantee by Morgan Stanley and that guarantee wil rank pari passu with
al other unsecured, unsubordinated obligations of Morgan Stanley. Holders wil 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.
§ The amount payable on the securities is not linked to the value of the underlying index at any time other than
the determination date. The final index value wil be based on the index 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
underlying index appreciates prior to the determination date but then drops by the determination date to be equal to or
below the initial index value, the payment at maturity wil be less, and may be significantly less, than it would have
been had the payment at maturity been linked to the value of the underlying index prior to such drop. Although the
actual value of the underlying index on the stated maturity date or at other times during the term of the securities may
be higher than the final index value, the payment at maturity wil be based solely on the index closing value on the
determination date.
§ The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than
the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the
inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue
price reduce the economic terms of the securities, cause the estimated value of the securities to be less than
the original issue price and will adversely affect secondary market prices. Assuming no change in market
conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be wil ing to
purchase the securities in secondary market transactions wil likely be significantly lower than the original issue price,
because secondary market prices wil exclude the issuing, sel ing, structuring and hedging-related costs that are
included in the original issue price and borne by you and because the secondary market prices wil reflect our
secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market
transaction of this type as wel as other factors.

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

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

§ You cannot predict the future performance of the underlying index based on its historical performance. The
value of the underlying index may be, and has recently been, volatile, and we can give you no assurance that the
volatility wil lessen. You cannot predict the future performance of the EURO STOXX 50® Index based on its historical
performance. See "EURO STOXX 50® Index Overview" below.
§ The estimated value of the securities is determined by reference to our pricing and valuation models, which
may differ from those of other dealers and is not a maximum or minimum secondary market price. These
pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard
way to value these types of securities, our models may yield a higher estimated value of the securities than those
generated by others, including other dealers in the

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due June 2, 2023
Based on the Performance of the EURO STOXX 50® Index
market, if they attempted to value the securities. 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 wil ing to purchase your securities in the
secondary market (if any exists) at any time. The value of your securities at any time after the date of this pricing
supplement wil 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 securities wil be influenced by many unpredictable
factors" above.

§ Adjustments to the underlying index could adversely affect the value of the securities. The publisher of the
underlying index can add, delete or substitute the stocks underlying the underlying index, and can make other
methodological changes required by certain events relating to the underlying stocks, such as stock dividends, stock
splits, spin-offs, rights offerings and extraordinary dividends, that could change the value of the underlying index. Any
of these actions could adversely affect the value of the securities. The publisher of the underlying index may also
discontinue or suspend calculation or publication of the underlying index at any time. In these circumstances, MS &
Co., as the calculation agent, wil have the sole discretion to substitute a successor index that is comparable to the
discontinued index. MS & Co. could have an economic interest that is different than that of investors in the securities
insofar as, for example, MS & Co. 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
final index value wil be an amount calculated based on the prices of 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.
§ Investing in the securities is not equivalent to investing in the underlying index. Investing in the securities is not
equivalent to investing in the underlying index or its component stocks. Investors in the securities wil not have voting
rights or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the
underlying index.
§ The securities will not be listed on any securities exchange and secondary trading may be limited. The
securities wil not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
securities. MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a
market, may cease doing so at any time. When it does make a market, it wil general y do so for transactions of routine
secondary market size at prices based on its estimate of the current value of the securities, 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 wil be able to resel the securities.
Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel the securities
easily. Because we do not expect that other broker-dealers wil participate significantly in the secondary market for the
securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which
MS & Co. is wil ing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely
that there would be no secondary market for the securities. Accordingly, you should be wil ing to hold your securities to
maturity.
§ The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make
determinations with respect to the securities. As calculation agent, MS & Co. has determined the initial index
value, wil determine the final index value and wil calculate the amount of cash you wil 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 events and
the selection of a successor index or calculation of the index closing value in the event of a discontinuance of the
underlying index or a market disruption event, may adversely affect the payout to you at maturity. For further
information regarding these types of determinations, see "Description of Equity-Linked Partial Principal at Risk
Securities --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 securities on the pricing date.
§ Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One
or more of our affiliates and/or third-party dealers have carried out, and wil continue to

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8/30/2019
https://www.sec.gov/Archives/edgar/data/895421/000095010319011447/dp111930_424b2-ps2339.htm
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due June 2, 2023
Based on the Performance of the EURO STOXX 50® Index
carry out, hedging activities related to the securities (and to other instruments linked to the underlying index or its
component stocks), including trading in the stocks that constitute the underlying index as wel as in other instruments
related to the underlying index. As a result, these entities may be unwinding or adjusting hedge positions during the
term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the
hedge as the determination date approaches. MS & Co. and some of our affiliates also trade the stocks that constitute
the underlying index and other financial instruments related to the underlying index 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 value, and, therefore, could have increased the value at or above which the
underlying index must close on the determination date so that investors do not suffer a loss on their initial investment
in the securities. Additional y, such hedging or trading activities during the term of the securities, including on the
determination date, could adversely affect the value of the underlying index on the determination date, and,
accordingly, the amount of cash an investor wil receive at maturity.

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