Obbligazione Morgan Stanley Financial 0% ( US61769HDN26 ) in USD

Morgan Stanley Financial

100 USD ▼

Stati Uniti

US61769HDN26 ( in USD )

28/06/2024 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61769HDN26 in USD 0%, scaduta

1 000 USD

8 940 000 USD

61769HDN2

N/A

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 US61769HDN26, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 28/06/2024

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61769HDN26, was rated NR by Moody's credit rating agency.

424B2 1 dp108947_424b2-ps2032.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee

Buffered Participation Securities due 2024

$8,940,000

$1,083.53

J une 2 0 1 9
Pricing Supplement No. 2,032
Registration Statement Nos. 333-221595; 333-221595-01
Dated June 25, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 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 Buffered Securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. The Buffered Securities will pay no interest, provide a minimum payment at maturity of only 31% of the stated principal
amount and have the terms described in the accompanying product supplement for participation securities, 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 a return reflecting 100% participation in the positive performance of the underlying index. If the
underlying index has de pre c ia t e d in value, but the underlying index has not declined by more than the specified buffer amount, the Buffered
Securities will redeem for par. However, if the underlying index has declined by more than the buffer amount, investors will lose 1% for every
1% decline beyond the specified buffer amount, subject to the minimum payment at maturity of 31% of the stated principal amount. Investors
may lose up to 69% of the stated principal amount of the Buffered Securities. These long-dated Buffered 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 buffer feature that applies
to a limited range of performance of the underlying index. The Buffered 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 Buffe re d 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 :
June 28, 2024
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l
$8,940,000
a m ount :
Pa ym e nt a t m a t urit y pe r
If the final index value is greater than the initial index value:
Buffe re d Se c urit y:
$1,000 + upside payment
If the final index value is less than or equal to the initial index value but has decreased from the initial
index value by an amount less than or equal to the buffer amount of 31%:
$1,000
If the final index value is less than the initial index value and has decreased from the initial index value
by an amount greater than the buffer amount of 31%:
($1,000 x the index performance factor) + $310
Under these circumstances, the payment at maturity will be less than the stated principal amount of
$1,000. However, under no circumstances will the Buffered Securities pay less than $310 per Buffered
Security at maturity.
U pside pa ym e nt :
$1,000 × participation rate × index percent increase
I nde x pe rc e nt inc re a se :
(final index value initial index value) / initial index value
I nit ia l inde x va lue :
2,917.38, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
V a lua t ion da t e :
June 25, 2024, subject to postponement for non-index business days and certain market disruption
events
Pa rt ic ipa t ion ra t e :
100%
Buffe r a m ount :
31%. As a result of the buffer amount of 31%, the value at or above which the underlying index must
close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered
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Securities is 2,012.992, which is approximately 69% of the initial index value.
M inim um pa ym e nt a t
$310 per Buffered Security (31% of the stated principal amount)
m a t urit y:
I nde x pe rform a nc e fa c t or:
Final index value divided by the initial index value
St a t e d princ ipa l a m ount :
$1,000 per Buffered Security
I ssue pric e :
$1,000 per Buffered Security (see "Commissions and issue price" below)
Pric ing da t e :
June 25, 2019
Origina l issue da t e :
June 28, 2019 (3 business days after the pricing date)
CU SI P:
61769HDN2
I SI N :
US61769HDN26
List ing:
The Buffered 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
$970.20 per Buffered Security. See "Investment Summary" beginning on page 2.
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
Proc e e ds t o us(3)
pric e :
fe e s (2)
Pe r Buffe re d Se c urit y
$1,000
$33
$967
T ot a l
$8,940,000
$295,020
$8,644,980
(1) The price to public for investors purchasing the Buffered Securities in fee-based advisory accounts will be $975 per Buffered Security.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $33 for each
Buffered Security they sell; provided that dealers selling to investors purchasing the Buffered Securities in fee-based advisory accounts will
receive a sales commission of $8 per Buffered Security. 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.
(3) See "Use of proceeds and hedging" on page 12.
T he Buffe re d 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 Buffe re d 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 Buffe re d
Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Buffe re d Se c urit ie s" a t t he e nd of t his doc um e nt .
As use d in t his doc um e nt , "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 Pa rt ic ipa t ion Se c urit ie s da t e d
I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7
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
Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 2024
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Buffe re d Pa rt ic ipa t ion Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

The Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 2024 (the "Buffered Securities") offer 100%
participation in the positive performance of the underlying index and can be used:

To achieve 100% participation in any appreciation of the underlying index over the term of the Buffered Securities

To obtain a buffer against a specified level of negative performance in the underlying index

M a t urit y:
5 years
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M a x im um pa ym e nt
None
a t m a t urit y:
Pa rt ic ipa t ion ra t e :
100%
Buffe r a m ount :
31%, with 1-to-1 downside exposure below the buffer
M inim um pa ym e nt a t $310 per Buffered Security (31% of the stated principal amount). Investors may lose up to 69% of the
m a t urit y:
stated principal amount of the Buffered Securities.
Coupon:
None

The original issue price of each Buffered Security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging
the Buffered Securities, which are borne by you, and, consequently, the estimated value of the Buffered Securities on the pricing date is less
than $1,000. We estimate that the value of each Buffered Security on the pricing date is $970.20.

What goes into the estimated value on the pricing date?

In valuing the Buffered Securities on the pricing date, we take into account that the Buffered Securities comprise both a debt component and a
performance-based component linked to the underlying index. The estimated value of the Buffered 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 Buffered Securities?

In determining the economic terms of the Buffered Securities, including the participation rate, the buffer amount and the minimum payment at
maturity, 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 Buffered 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 Buffered Securities?

The price at which MS & Co. purchases the Buffered 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 Buffered
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 Buffered 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 Buffered Securities, and, if it once chooses to make a market, may cease doing
so at any time.

June 2019
Page 2
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 2024
Princ ipa l a t Risk Se c urit ie s
Key Investment Rationale

The Buffered Securities offer upside exposure to the underlying index while providing limited protection against negative performance of the
underlying index. Once the underlying index has decreased in value by more than the specified buffer amount, investors are exposed to the
negative performance of the underlying index, subject to the minimum payment at maturity. At maturity, if the underlying index has appreciated,
investors will receive the stated principal amount of their investment plus a return reflecting 100% of the index percent increase. At maturity, if
the underlying index has depreciated and (i) if the final index value of the underlying index has not declined from the initial index value by more
than the specified buffer amount, the Buffered Securities will redeem for par, or (ii) if the final index value of the underlying index has declined
by more than the buffer amount, the investor will lose 1% for every 1% decline beyond the specified buffer amount, subject to the minimum
payment at maturity. I nve st ors m a y lose up t o 6 9 % of t he st a t e d princ ipa l a m ount of t he Buffe re d Se c urit ie s.

U pside Sc e na rio
The underlying index increases in value, and, at maturity, the Buffered Securities redeem for the stated
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principal amount of $1,000 plus a return reflecting 100% of the index percent increase.
Pa r Sc e na rio
The underlying index declines in value by no more than 31%, and, at maturity, the Buffered Securities
redeem for the stated principal amount of $1,000.
Dow nside Sc e na rio
The underlying index declines in value by more than 31%, and, at maturity, the Buffered Securities redeem
for less than the stated principal amount by an amount that is proportionate to the percentage decrease of
the underlying index from the initial index value, plus the buffer amount of 31%. (Example: if the underlying
index decreases in value by 40%, the Buffered Securities will redeem for $910.00, or 91.00% of the stated
principal amount.) The minimum payment at maturity is $310 per Buffered Security.
June 2019
Page 3
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 2024
Princ ipa l a t Risk Se c urit ie s
How the Buffered Securities Work

Pa yoff Dia gra m

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

St a t e d princ ipa l a m ount :
$1,000 per Buffered Security
Pa rt ic ipa t ion ra t e :
100%
Buffe r a m ount :
31%
M a x im um pa ym e nt a t m a t urit y:
None
M inim um pa ym e nt a t m a t urit y:
$310 per Buffered Security

Buffe re d 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 100% of the appreciation of the underlying index over the term of the Buffered Securities.

If the underlying index appreciates 2%, investors will receive a 2% return, or $1,020 per Buffered Security.
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Par Scenario. If the final index value is less than or equal to the initial index value but has decreased from the initial index value by an
amount less than or equal to the buffer amount of 31%, investors will receive the stated principal amount of $1,000 per Buffered Security.

If the underlying index depreciates 5%, investors will receive the $1,000 stated principal amount.

Dow nside Scenario. If the final index value is less than the initial index value and has decreased from the initial index value by an
amount greater than the buffer amount of 31%, investors will receive an amount that is less than the stated principal amount by an amount
that is proportionate to the percentage decrease of the value of the underlying index from the initial index value, plus the buffer amount of
31%. The minimum payment at maturity is $310 per Buffered Security.

For example, if the underlying index depreciates 50%, investors would lose 19% of their principal and receive only $810 per Buffered
Security at maturity, or 81% of the stated principal amount.

June 2019
Page 4
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 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 Buffered Securities. For further discussion of these and
other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for Securities, index supplement and
prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the
Buffered Securities.

Buffered Securities do not pay interest and provide a minimum payment at maturity of only 31% of your principal.
The terms of the Buffered Securities differ from those of ordinary debt securities in that the Buffered Securities do not pay interest, and
provide a minimum payment at maturity of only 31% of the stated principal amount of the Buffered Securities, subject to our credit risk. If
the final index value is less than 69% of the initial index value, you will receive for each Buffered Security that you hold a payment at
maturity that is less than the stated principal amount of each Buffered Security by an amount proportionate to the decline in the closing
value of the underlying index from the initial index value, plus $310 per Buffered Security. Ac c ordingly, inve st ors m a y lose up t o
6 9 % of t he st a t e d princ ipa l a m ount of t he Buffe re d Se c urit ie s.

The market price of the Buffered Securities w ill be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, will influence the value of the Buffered Securities in the secondary market and the price at which MS & Co.
may be willing to purchase or sell the Buffered 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 in the market, time remaining until the Buffered
Securities mature, geopolitical conditions and economic, financial, political, 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 Buffered 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 Buffered Security if you try to sell your Buffered Securities prior to maturity.

The Buffered 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 Buffe re d Se c urit ie s. You are dependent on our ability to
pay all amounts due on the Buffered Securities at maturity and therefore you are subject to our credit risk. If we default on our obligations
under the Buffered 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 Buffered 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 Buffered 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
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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 Buffered Securities is not linked to the value of the underlying index at any time other
t ha n t he va lua t ion da t e . The final index value will be based on the index closing value on the valuation 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
valuation date but then drops by the valuation date by more than 31% of the initial index value, 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 Buffered
Securities may be higher than the index closing value on the valuation date, the payment at maturity will be based solely on the index
closing value on the valuation date.

Investing in the Buffered Securities is not equivalent to investing in the underlying index. Investing in the Buffered
Securities is not equivalent to investing in the underlying index or its component stocks. As an investor in the Buffered 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.

June 2019
Page 5
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 2024
Princ ipa l a t Risk Se c urit ie s
The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er than the
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 Buffe re d 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 Buffe re d Se c urit ie s, c a use t he e st im a t e d va lue of t he Buffe re d
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 Buffered 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 Buffered Securities in the original issue price and the lower rate
we are willing to pay as issuer make the economic terms of the Buffered Securities less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the Buffered 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 Buffered 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.

Adjustments to the underlying index could adversely affect the value of the Buffered 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 Buffered 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 estimated value of the Buffered 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 Buffered Securities than those generated by others, including other dealers in the
market, if they attempted to value the Buffered 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 Buffered Securities in the secondary
market (if any exists) at any time. The value of your Buffered 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 in market conditions. See also "The
market price of the Buffered Securities will be influenced by many unpredictable factors" above.
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The Buffered Securities w ill not be listed on any securities exchange and secondary trading may be limited. The
Buffered Securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Buffered
Securities. MS & Co. may, but is not obligated to, make a market in the Buffered 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 Buffered 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 will be able to resell the Buffered Securities. Even if there is a secondary market, it may not provide enough liquidity to
allow you to trade or sell the Buffered Securities easily. Since other broker-dealers may not participate significantly in the secondary
market for the Buffered Securities, the price at which you may be able to trade your Buffered 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 Buffered Securities, it is likely
that there would be no secondary market for the Buffered Securities. Accordingly, you should be willing to hold your Buffered Securities to
maturity.

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make determinations
w it h re spe c t t o t he Buffe re d Se c urit ie s . As calculation agent, MS & Co. has determined the initial index value, will determine the
final index value and will calculate the amount of cash you receive at maturity. Moreover, certain determinations made by MS &

June 2019
Page 6
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 2024
Princ ipa l a t Risk Se c urit ie s
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. For further information regarding these types of determinations, see "Description of Participation
Securities--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 Buffered Securities on the pricing date.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Buffered
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 Buffered Securities (and possibly 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 Buffered Securities, and the hedging strategy may involve
greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. 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 valuation
date so that investors do not suffer a loss on their initial investment in the Buffered Securities. Additionally, such hedging or trading
activities during the term of the Buffered Securities, including on the valuation date, could adversely affect the closing value of the
underlying index on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity.

The U.S. federal income tax consequences of an investment in the Buffered 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 participation securities (together, the "Tax Disclosure Sections") concerning the U.S.
federal income tax consequences of an investment in the Buffered Securities. If the Internal Revenue Service (the "IRS") were successful
in asserting an alternative treatment, the timing and character of income on the Buffered Securities might differ significantly from the tax
treatment described in the Tax Disclosure Sections. Due to the large buffer amount, there is a substantial risk that the IRS could seek to
recharacterize the Buffered Securities as debt instruments. In that event, U.S. Holders would be required to accrue into income original
issue discount on the Buffered Securities every year at a "comparable yield" determined at the time of issuance and recognize all income
and gain in respect of the Buffered Securities as ordinary income. Additionally, as discussed under "United States Federal Taxation--
FATCA" in the accompanying product supplement for participation securities, the withholding rules commonly referred to as "FATCA" would
apply to the Buffered 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 Buffered 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 the IRS regarding the tax treatment of the
Buffered 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
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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 Buffered 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 Buffered 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.

June 2019
Page 7
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 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 June 25, 2019:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,917.38
5 2 We e k s Ago:
2,717.07
5 2 We e k H igh (on 6 /2 0 /2 0 1 9 ):
2,954.18
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 index closing values of the underlying index for each quarter in the period from January 1, 2014
through June 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 June 25, 2019 was 2,917.38. 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.

S& P 5 0 0 ® I nde x Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 4 t o J une 2 5 , 2 0 1 9
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June 2019
Page 8
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 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
2,854.88
2,447.89
2,834.40
Second Quarter (through June 25, 2019)
2,954.18
2,744.45
2,917.38

"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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June 2019
Page 9
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 2024
Princ ipa l a t Risk Se c urit ie s
Additional Terms of the Buffered 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
I nt e re st :
None
Bull m a rk e t or be a r m a rk e t
Bull market securities
se c urit ie s:
Post pone m e nt of m a t urit y da t e : If the scheduled valuation date is not an index business day or if a market disruption event 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 Buffered Securities will be postponed to the second
business day following that valuation date as postponed.
De nom ina t ions:
$1,000 per Buffered Security and integral multiples thereof
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 issuer
se c urit y holde rs, t he t rust e e
shall give notice of such postponement and, once it has been determined, of the date to which the
a nd t he de posit a ry:
maturity date has been rescheduled (i) to each registered holder of the Buffered 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
Buffered 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 Buffered Security 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 Buffered Securities to the trustee for delivery to the
depositary, as holder of the Buffered Securities, on the maturity date.

June 2019
Page 10
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due June 28, 2024
Princ ipa l a t Risk Se c urit ie s
Additional Information About the Buffered Securities

Addit iona l I nform a t ion :

M inim um t ic k e t ing size :
$1,000 / 1 Buffered Security
T a x c onside ra t ions:
There is uncertainty regarding the U.S. federal income tax consequences of an investment in the
Buffered Securities due to the lack of governing authority. We intend to treat a Buffered Security as a
single financial contract that is an "open transaction" for U.S. federal income tax purposes. In the opinion
of our counsel, Davis Polk & Wardwell LLP, this treatment of the Buffered Securities is reasonable under
current law; however, our counsel has advised us that it is unable to conclude affirmatively that this
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Document Outline

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