Obbligazione Morgan Stanley Financial 0% ( US61768DM361 ) in USD

Emittente Morgan Stanley Financial
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US61768DM361 ( in USD )
Tasso d'interesse 0%
Scadenza 29/02/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61768DM361 in USD 0%, scaduta


Importo minimo 1 000 USD
Importo totale 826 000 USD
Cusip 61768DM36
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Descrizione dettagliata Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768DM361, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 29/02/2024

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768DM361, was rated NR by Moody's credit rating agency.







424B2 1 dp102812_424b2-ps1562.htm FORM 424B2
CALCULATION OF REGISTRATION FEE



Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price

Fee


Accelerated Return Securities due 2025

$826,000

$100.11

Fe brua ry 2 0 1 9
Pricing Supplement No. 1,562
Registration Statement Nos. 333-221595; 333-221595-01
Dated February 25, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Accelerated Return Securities Based on the Value of the S&P 500® Index due February 29, 2024
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have the terms
described in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented or modified by
this document. At maturity, if the underlying index has a ppre c ia t e d in value, investors will receive the stated principal amount of
their investment plus leveraged upside performance of the underlying index. If the underlying index de pre c ia t e s in value but the
final index value is greater than or equal to the trigger level, investors will receive the stated principal amount of their investment.
However, if the underlying index has de pre c ia t e d in value so that the final index value is less than the trigger level, investors will
lose a significant portion or all of their investment, resulting in a 1% loss for every 1% decline in the index value over the term of
the securities. Under these circumstances, the payment at maturity will be less than 60% of the stated principal amount and could
be zero. Accordingly, you may lose your entire investment. These long-dated securities are for investors who seek an equity index-
based return and who are willing to risk their principal and forgo current income in exchange for the upside leverage feature and
the limited protection against loss that applies only if the final index value is greater than or equal to the trigger level. I nve st ors
m a y lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. The securities 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
M a t urit y da t e :
February 29, 2024
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l a m ount :
$826,000
Pa ym e nt a t m a t urit y:
If the final index value is greater than the initial index value: $1,000 + leveraged upside
payment
If the final index value is less than or equal to the initial index value but is greater than or
equal to the trigger level: $1,000
If the final index value is less than the trigger level: $1,000 × index performance factor
Under these circumstances, the payment at maturity will be less than the stated principal
amount of $1,000 and will represent a loss of more than 40%, and possibly all, of your
investment.
Le ve ra ge d upside pa ym e nt :
$1,000 × leverage factor × index percent increase
Le ve ra ge fa c t or:
133%
I nde x pe rc e nt inc re a se :
(final index value ­ initial index value) / initial index value
I nde x pe rform a nc e fa c t or:
final index value / initial index value
I nit ia l inde x va lue :
2,796.11, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
T rigge r le ve l:
1,677.666, which is 60% of the initial index value
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V a lua t ion da t e :
February 26, 2024, subject to adjustment for non-index business days and certain market
disruption events
St a t e d princ ipa l a m ount :
$1,000 per security
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
February 25, 2019
Origina l issue da t e :
February 28, 2019 (3 business days after the pricing date)
CU SI P / I SI N :
61768DM36 / US61768DM361
List ing:
The securities will not be listed on any securities exchange.
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
$963.40 per security. See "Investment Summary" beginning on page 2.
pric ing da t e :
Com m issions a nd issue pric e :
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
Pe r se c urit y
$1,000
$27.50
$972.50
T ot a l
$826,000
$22,715
$803,285
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $27.50 for each
security they sell. 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 13.
T he se c urit ie 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 5 .
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 se c urit ie 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 se c urit ie s a re not de posit s or sa vings a c c ount 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 or inst rum e nt a lit 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 Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
Re fe re nc e s t o "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL
c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for PLU S da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7
Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the S&P 500® Index due February 29, 2024
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Ac c e le ra t e d Re t urn Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

The Accelerated Return Securities Based on the Value of the S&P 500® Index due February 29, 2024 (the "securities") can be
used:

As an alternative to direct exposure to the underlying index that enhances returns for any positive performance of the
underlying index

To enhance returns and potentially outperform the underlying index in a bullish scenario, with no limitation on the appreciation
potential

To provide limited protection against a loss of principal in the event of a decline of the underlying index as of the valuation date
but only if the final index value is gre a t e r t ha n or e qua l t o the trigger level

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M a t urit y:
Approximately 5 years
Le ve ra ge fa c t or:
133%
T rigge r le ve l:
60% of the initial index value
M inim um pa ym e nt a t m a t urit y:
None. You could lose your entire initial investment in the securities.
I nt e re st :
None

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less
than $1,000. We estimate that the value of each security on the pricing date is $963.40.

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 well as an interest rate related to our secondary
market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the leverage factor and the trigger level, we use an internal funding
rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling,
structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic
terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the 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 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 securities 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 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 will also be reflected in your brokerage account
statements.

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

February 2019
Page 2
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the S&P 500® Index due February 29, 2024
Princ ipa l a t Risk Se c urit ie s
K e y I nve st m e nt Ra t iona le

The securities offer leveraged exposure to any positive performance of the underlying index. In exchange for the leverage feature,
investors are exposed to the risk of loss of a significant portion or all of their investment due to the trigger feature. At maturity, an
investor will receive an amount in cash based upon the closing value of the underlying index on the valuation date. The securities
are unsecured obligations of ours, and all payments on the securities are subject to our credit risk. I nve st ors m a y lose t he ir
e nt ire init ia l inve st m e nt in t he se c urit ie s.

Le ve ra ge d
The securities offer investors an opportunity to capture enhanced returns relative to a direct investment in
Pe rform a nc e
the underlying index.
T rigge r Fe a t ure
At maturity, even if the underlying index has declined over the term of the securities, you will receive your
stated principal amount but only if the final index value is gre a t e r t ha n or e qua l t o the trigger level.
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U pside Sc e na rio
The final index value is greater than the initial index value, and, at maturity, the securities redeem for the
stated principal amount of $1,000 plus 133% of the increase in the value of the underlying index.
Pa r Sc e na rio
The final index value is less than or equal to the initial index value but is greater than or equal to the
trigger level. In this case, you receive the stated principal amount of $1,000 at maturity even though the
underlying index has depreciated.
Dow nside Sc e na rio The final index value is less than the trigger level. In this case, the securities redeem for at least 40%
less than the stated principal amount, and this decrease will be by an amount proportionate to the full
decline in the value of the underlying index over the term of the securities.
February 2019
Page 3
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the S&P 500® Index due February 29, 2024
Princ ipa l a t Risk Se c urit ie s
How the Securities Work

Pa yoff Dia gra m

The payoff diagram below illustrates the payment at maturity on the securities based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per security
Le ve ra ge fa c t or:
133%
T rigge r le ve l:
60% of the initial index value

Se c urit ie s Pa yoff Dia gra m

H ow it w ork s

Upside Scenario: If the final index value is greater than the initial index value, investors will receive the $1,000 stated
principal amount plus 133% of the appreciation of the underlying index over the term of the securities.

If the underlying index appreciates 5%, investors will receive a 6.65% return, or $1,066.50 per security.

Par Scenario: If the final index value is less than or equal to the initial index value but is greater than or equal to the trigger
level, investors will receive the $1,000 stated principal amount.
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If the underlying index depreciates 20%, investors will receive the $1,000 stated principal amount.

Dow nside Scenario: If the final index value is less than the trigger level, investors will receive an amount significantly less
than the $1,000 stated principal amount, based on a 1% loss of principal for each 1% decline in the underlying index.

If the underlying index depreciates 80%, investors will lose 80% of their principal and receive only $200 per security at
maturity, or 20% of the stated principal amount.

February 2019
Page 4
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the S&P 500® Index due February 29, 2024
Princ ipa l a t Risk Se c urit ie s
Risk Factors

The following is a non-exhaustive 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 for PLUS, index
supplement and prospectus. You should also consult with your investment, legal, tax, accounting and other advisers in connection
with your investment in the securities.

The securities do not pay interest or guarantee return of any principal. The terms of the securities differ from
those of ordinary debt securities in that the securities do not pay interest or guarantee payment of any principal at maturity. If
the final index value is less than the trigger level (which is 60% of the initial index level), the payout at maturity will be an
amount in cash that is at least 40% less than the $1,000 stated principal amount of each security, and this decrease will be by
an amount proportionate to the full decrease in the value of the underlying index. There is no minimum payment at maturity on
the securities, and you could lose your entire investment.

The market price w ill be influenced by many unpredictable factors. Several factors, many of which are beyond
our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to
purchase or sell the securities in the secondary market, including: the value, volatility (frequency and magnitude of changes in
value) and dividend yield of the underlying index, interest and yield rates, time remaining to maturity, geopolitical conditions and
economic, financial, political and regulatory or judicial events that affect the underlying index or equities markets generally 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. Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected
by the other factors described above. The value of the underlying index may be, and has recently been, volatile, and we can
give you no assurance that the volatility will lessen. See "S&P 500® Index Overview" below. You may receive less, and
possibly significantly less, than the stated principal amount per security if you try to sell your securities prior to maturity.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
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 se c urit ie s. You are dependent on our ability to
pay all 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 all of your investment. As a
result, the market value of the securities prior to maturity will be affected by changes in the market's view of 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.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. 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.

The amount payable on the securities is not linked to the value of the underlying index at any time other
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t ha n t he va lua t ion da t e . The final index value will be the index closing value on the valuation date, subject to adjustment
for non-index business days and certain market disruption events. Even if the value of the underlying index appreciates prior to
the valuation date but then drops by the valuation date, the payment at maturity will 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 will be based solely on the index closing value on the
valuation date.

February 2019
Page 5
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the S&P 500® Index due February 29, 2024
Princ ipa l a t Risk Se c urit ie s
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. As an investor in the securities, you will 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.

Adjustments to the underlying index could adversely affect the value of the securities. The underlying index
publisher may add, delete or substitute the stocks constituting the underlying index or make other methodological changes that
could change the value of the underlying index. The underlying index publisher may discontinue or suspend calculation or
publication of the underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to
substitute a successor index that is comparable to the discontinued underlying index and is not precluded from considering
indices that are calculated and published by the calculation agent or any of its affiliates. If the calculation agent determines that
there is no appropriate successor index, the payment at maturity on the securities will be an amount based on the closing
prices at maturity of the securities composing the underlying index at the time of such discontinuance, without rebalancing or
substitution, computed by the calculation agent in accordance with the formula for calculating the underlying index last in effect
prior to discontinuance of the underlying index.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
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 se c urit ie 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 se c urit ie s, c a use t he e st im a t e d va lue of t he
se c urit ie 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 willing to purchase the securities 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 securities in the original issue price and the lower rate
we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon
issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in
the secondary market, absent changes in market conditions, including those related to the 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 will also be reflected in your brokerage account statements.

The estimated value of the securities is determined by reference to our pricing and valuation models,
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 securities than those generated by others,
including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing
date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this
document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes
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in market conditions. See also "The market price will be influenced by many unpredictable factors" above.

The securities w ill not be listed on any securities exchange and secondary trading may be limited. The
securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities.
MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease
doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at
prices based on its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads,
market volatility,

February 2019
Page 6
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the S&P 500® Index due February 29, 2024
Princ ipa l a t Risk Se c urit ie s
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 securities. Even if there is a secondary market, it may not provide enough liquidity
to allow you to trade or sell the securities easily. Since other broker-dealers may not 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 willing 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 willing to hold your securities to maturity.

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he se c urit ie s. As calculation agent, MS & Co. has determined the initial index value
and the trigger level, will determine the final index value, including whether the underlying index has decreased to below the
trigger level, and will calculate the amount of cash, if any, 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 events and the selection of a successor index or
calculation of the final index value in the event of a market disruption event or discontinuance of the underlying index. These
potentially subjective determinations may adversely affect the payout to you at maturity, if any. For further information regarding
these types of determinations, see "Description of PLUS--Postponement of Valuation Date(s)" and "--Calculation Agent and
Calculations" and related definitions 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
se c urit ie 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 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 well 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 valuation date approaches. MS & Co. and
some of our other 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 trigger level, which is the level at or above which the underlying index must close on the valuation date so that
investors do not suffer a significant loss on their initial investment in the securities. Additionally, such hedging or trading
activities during the term of the securities, including on the valuation date, could potentially affect whether the value of the
underlying index on the valuation date is below the trigger level, and, therefore, whether an investor would receive significantly
less than the stated principal amount of the securities at maturity.

The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read
the discussion under "Additional Information--Tax considerations" in this document and the discussion under "United States
Federal Taxation" in the accompanying product supplement for PLUS (together, the "Tax Disclosure Sections") concerning the
U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue Service (the "IRS") were
successful in asserting an alternative treatment, the timing and character of income on the securities might differ significantly
from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the IRS could
seek to recharacterize the securities as debt instruments. In that event, U.S. Holders would be required to accrue into income
original issue discount on the securities every year at a "comparable yield" determined at the time of issuance and recognize
all income and gain in respect of the securities as ordinary income. Additionally, as discussed under "United States Federal
Taxation--FATCA" in the accompanying product supplement for PLUS, the withholding rules commonly referred to as "FATCA"
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would apply to the securities if they were recharacterized as debt instruments. However, recently proposed regulations (the
preamble to which specifies that taxpayers are permitted to rely on them pending finalization) eliminate the withholding
requirement on payments of gross proceeds of a taxable disposition. The risk that financial instruments providing for buffers,
triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater than the
risk of recharacterization for comparable financial instruments that do not have such features. We do not plan to request a
ruling from

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Princ ipa l a t Risk Se c urit ie s
the IRS regarding the tax treatment of the securities, and the IRS or a court may not agree with the tax treatment described in
the Tax Disclosure Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders
of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be
subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the
nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any
mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or
should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain long-term
capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could
materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Both
U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an
investment in the securities, including possible alternative treatments, the issues presented by this notice and any tax
consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

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Accelerated Return Securities Based on the Value of the S&P 500® Index due February 29, 2024
Princ ipa l a t Risk Se c urit ie s
S&P 500® Index Overview

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.

Information as of market close on February 25, 2019:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,796.11
5 2 We e k s Ago:
2,779.60
5 2 We e k H igh (on 9 /2 0 /2 0 1 8 ):
2,930.75
5 2 We e k Low (on 1 2 /2 4 /2 0 1 8 ):
2,351.10

The following graph sets forth the daily closing values of the underlying index for each quarter in the period from January 1, 2014
through February 25, 2019. The related table sets forth the published high and low closing values, as well as end-of-quarter
closing values, of the underlying index for each quarter in the same period. The index closing value of the underlying index on
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February 25, 2019 was 2,796.11. We obtained the information in the table and graph below from Bloomberg Financial Markets,
without independent verification. The underlying index has at times experienced periods of high volatility. You should not take the
historical values of the underlying index as an indication of its future performance, and no assurance can be given as to the index
closing value of the underlying index on the valuation date.

U nde rlying I nde x H ist oric a l Pe rform a nc e ­ Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 4 t o Fe brua ry 2 5 , 2 0 1 9
February 2019
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Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the S&P 500® Index due February 29, 2024
Princ ipa l a t Risk Se c urit ie s
S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
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
2,257.83
2,362.72
Second Quarter
2,453.46
2,328.95
2,423.41
Third Quarter
2,519.36
2,409.75
2,519.36
Fourth Quarter
2,690.16
2,529.12
2,673.61
2 0 1 8



First Quarter
2,872.87
2,581.00
2,640.87
Second Quarter
2,786.85
2,581.88
2,718.37
Third Quarter
2,930.75
2,713.22
2,913.98
Fourth Quarter
2,925.51
2,351.10
2,506.85
2 0 1 9



First Quarter (through February 25, 2019)
2,796.11
2,447.89
2,796.11
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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.

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Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the S&P 500® Index due February 29, 2024
Princ ipa l a t Risk Se c urit ie s
Additional Terms of the Securities

Please read this information in conjunction with the summary terms on the front cover of this document.

Addit iona l T e rm s:

If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or
prospectus, the terms described herein shall control.
U nde rlying inde x publishe r: S&P Dow Jones Indices LLC or any successor thereof
De nom ina t ions:
$1,000 per security and integral multiples thereof
I nt e re st :
None
Ac c e le ra t e d re t urn
The accompanying product supplement refers to these accelerated return securities as the
se c urit ie s:
"Trigger PLUS."
Bull m a rk e t or be a r m a rk e t Bull market PLUS
PLU S:
Post pone m e nt of m a t urit y
If the scheduled valuation date is not an index business day or if a market disruption event
da t e :
occurs on that day so that the valuation date as postponed falls less than two business days
prior to the scheduled maturity date, the maturity date of the securities will be postponed to the
second business day following that valuation date as postponed.
T rust e e :
The Bank of New York Mellon
Ca lc ula t ion a ge nt :
MS & Co.
I ssue r not ic e t o re gist e re d In the event that the maturity date is postponed due to postponement of the valuation date, the
se c urit y holde rs, t he
issuer shall give notice of such postponement and, once it has been determined, of the date to
t rust e e a nd t he de posit a ry: which the maturity date has been rescheduled (i) to each registered holder of the securities by
mailing notice of such postponement by first class mail, postage prepaid, to such registered
holder's last address as it shall appear upon the registry books, (ii) to the trustee by facsimile
confirmed by mailing such notice to the trustee by first class mail, postage prepaid, at its New
York office and (iii) to The Depository Trust Company (the "depositary") by telephone or
facsimile, confirmed by mailing such notice to the depositary by first class mail, postage prepaid.
Any notice that is mailed to a registered holder of the securities in the manner herein provided
shall be conclusively presumed to have been duly given to such registered holder, whether or
not such registered holder receives the notice. The issuer shall give such notice as promptly as
possible, and in no case later than (i) with respect to notice of postponement of the maturity
date, the business day immediately preceding the scheduled maturity date and (ii) with respect
to notice of the date to which the maturity date has been rescheduled, the business day
immediately following the actual valuation date for determining the final index value.

The issuer shall, or shall cause the calculation agent to, (i) provide written notice to the trustee
and to the depositary of the amount of cash to be delivered with respect to each stated principal
amount of the securities, on or prior to 10:30 a.m. (New York City time) on the business day
preceding the maturity date, and (ii) deliver the aggregate cash amount due with respect to the
securities to the trustee for delivery to the depositary, as holder of the securities, on the maturity
date.

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