Obligation Morgan Stanley Financial 5.1% ( US61768CM207 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61768CM207 ( en USD )

5.1% par an ( paiement semestriel )

29/03/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61768CM207 en USD 5.1%, échue

1 000 USD

8 450 000 USD

61768CM20

N/A

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61768CM207, paye un coupon de 5.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/03/2023

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61768CM207, a été notée NR par l'agence de notation Moody's.

424B2 1 dp89058_424b2-ps383.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Fixed Income Buffered Securities due 2023

$8,450,000

$1,052.03

M a rc h 2 0 1 8
Pricing Supplement No. 383
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 29, 2018
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Fixed Income Buffered Securities due March 29, 2023
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
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 have the terms described in the accompanying prospectus supplement, index supplement and
prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of any principal. The
securities will pay a fixed semi-annual coupon (including at maturity) at the rate specified below. At maturity, if the final level is
greater than or equal to 75% of the initial level, meaning that the underlying index has not declined by an amount greater than the
buffer amount of 25%, investors will receive the stated principal amount of the securities. However, if the final level is less than
75% of the initial level, meaning that the underlying index has declined by an amount greater than the buffer amount of 25%,
investors will lose 1.3333% of the principal amount for every 1% decline beyond the buffer amount of 25%. Under these
circumstances, the payment at maturity will be less, and possibly significantly less, than the stated principal amount of the
securities and could be zero. T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s. Ac c ordingly, inve st ors
in t he se c urit ie s 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. Investors will not participate in any
appreciation of the underlying index. These long-dated securities are for investors who are willing to risk their principal and forgo
the opportunity to participate in any appreciation of the underlying index in exchange for the limited protection against loss and the
opportunity to earn interest at a potentially above-market rate. 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
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l
$8,450,000
a m ount :
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 :
March 29, 2018
Origina l issue da t e :
April 4, 2018 (4 business days after the pricing date)
De t e rm ina t ion da t e :
March 24, 2023, subject to adjustment for non-index business days and certain market disruption
events
M a t urit y da t e :
March 29, 2023
Se m i -a nnua l c oupon:
A fixed semi-annual coupon at an annual rate of 5.10% (corresponding to approximately $25.50 per
semi-annual period per security) is paid on each coupon payment date.
Coupon pa ym e nt da t e s: Semi-annually, on October 1, 2018, March 29, 2019, September 30, 2019, March 30, 2020,
September 29, 2020, March 29, 2021, September 29, 2021, March 29, 2022, September 29, 2022
and the maturity date; provided that if any such day is not a business day, that semi-annual coupon
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will be paid on the next succeeding business day, and no adjustment will be made to any semi-
annual coupon payment made on that succeeding business day.
Buffe r a m ount :
25%. As a result of the buffer amount of 25%, 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 is 1,980.653, which is approximately 75% of the initial level.
Dow nside fa c t or:
1.3333
Pa ym e nt a t m a t urit y:
At maturity, in addition to the final semi-annual coupon payment, investors will receive a payment at
maturity determined as follows:
If the final level is gre a t e r t ha n or e qua l t o 75% of the initial level, meaning that the underlying
index has not decreased by an amount greater than the buffer amount of 25% from the initial level:
the stated principal amount of $1,000.00 per security
If the final level is le ss t ha n 75% of the initial level, meaning that the underlying index has
decreased by an amount greater than the buffer amount of 25% from the initial level:
$1,000 + [$1,000 x (index percent change + 25%) x downside factor]
Under these circumstances, the payment at maturity will be less, and possibly significantly less, than
the stated principal amount of the securities and could be zero.

Terms continued on the following page
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
$995.40 per security. See "Investment Overview" beginning on page 3.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
pric e :
Age nt 's c om m issions (2)
Proc e e ds t o us(2)
Pe r se c urit y
$1,000
$0
$1,000
T ot a l
$8,450,000
$0
$8,450,000
(1) MS & Co., the agent, will not receive a sales commission in connection with the securities. See "Supplemental information regarding plan of
distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement.
(2) See "Use of proceeds and hedging" on page 23.
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 8 .
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 prospe c t us 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 prospe c t us 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
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 .
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.
Prospe c t us Supple m e nt 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
Fix e d I nc om e Buffe re d Se c urit ie s due M a rc h 2 9 , 2 0 2 3
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
I nit ia l le ve l:
2,640.87, which is the index closing value on the pricing date
Fina l le ve l:
The index closing value on the determination date
I nde x pe rc e nt c ha nge :
(final level initial level) / initial level
CU SI P / I SI N :
61768CM20 / US61768CM207
List ing:
The securities will not be listed on any securities exchange.

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Princ ipa l a t Risk Se c urit ie s

Investment Overview

Fix e d I nc om e Buffe re d Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

Fixed Income Buffered Securities due March 29, 2023 Based on the Performance of the S&P 500® Index (the "securities") do not
guarantee the repayment of any principal. The securities will pay a fixed semi-annual coupon (including at maturity) at the rate
specified below. At maturity, if the final level is greater than or equal to 75% of the initial level, meaning that the underlying index
has not declined by an amount greater than the buffer amount of 25%, investors will receive the stated principal amount of the
securities. However, if the final level is less than 75% of the initial level, meaning that the underlying index has declined by an
amount greater than the buffer amount of 25%, investors will lose 1.3333% of the principal amount for every 1% decline beyond
the buffer amount of 25%. Under these circumstances, the payment at maturity will be less, and possibly significantly less, than the
stated principal amount of the securities and could be zero. Investors will not participate in any appreciation of the underlying index.
T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s. Ac c ordingly, inve st ors in t he se c urit ie s 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.

M a t urit y:
Approximately 5 years
Se m i -a nnua l c oupon:
A fixed semi-annual coupon at an annual rate of 5.10% (corresponding to approximately $25.50 per
semi-annual period per security) is paid on each coupon payment date.
Pa ym e nt a t m a t urit y:
At maturity, in addition to the final semi-annual coupon, investors will receive a payment at maturity
determined as follows:

If the final level is gre a t e r t ha n or e qua l t o 75% of the initial level, meaning that the underlying
index has not decreased by an amount greater than the buffer amount of 25% from the initial level:

the stated principal amount of $1,000 per security

If the final level is le ss t ha n 75% of the initial level, meaning that the underlying index has
decreased by an amount greater than the buffer amount of 25% from the initial level:

$1,000 + [$1,000 x (index percent change + 25%) x downside factor]

Under these circumstances, the payment at maturity will be less, and possibly significantly less, than
the stated principal amount of the securities and could be zero.

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Morgan Stanley Finance LLC
Fix e d I nc om e Buffe re d Se c urit ie s due M a rc h 2 9 , 2 0 2 3
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway,
New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative.
Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

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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 $995.40.

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 semi-annual coupon rate, the buffer amount and the downside
factor, 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.

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Morgan Stanley Finance LLC
Fix e d I nc om e Buffe re d Se c urit ie s due M a rc h 2 9 , 2 0 2 3
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Key Investment Rationale

The securities do not guarantee the repayment of principal and will pay a fixed semi-annual coupon (including at maturity) at the
rate specified herein. These securities are for investors who are willing to risk their principal and forgo the opportunity to participate
in any appreciation of the underlying index in exchange for the opportunity to earn interest at a potentially above-market rate. The
following scenarios are for illustration purposes only to demonstrate how the payment at maturity is calculated, and do not attempt
to demonstrate every situation that may occur. Accordingly, the payment at maturity may be less, and possibly significantly less,
than the stated principal amount and could be zero.

Se m i -a nnua l c oupon:
The securities will pay a fixed semi-annual coupon at an annual rate of 5.10% (corresponding
to approximately $25.50 per semi-annual period per security) on each coupon payment date.
Sc e na rio 1 : I nve st ors
At maturity, the underling index closes at or above 75% of the initial level, and investors
re c e ive princ ipa l ba c k a t
receive, in addition to the final semi-annual coupon payment, the stated principal
m a t urit y.
amount. Investors will not participate in any appreciation of the underlying index, and the
return on the securities will be limited to the semi-annual coupons that are paid on the
securities.
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Sc e na rio 2 : I nve st ors suffe r
At maturity, the underlying index has decreased by more than the buffer amount of 25% from
a loss of princ ipa l a t
the initial level. In this scenario, investors will receive the final semi-annual coupon payment,
m a t urit y.
but will lose 1.3333% of principal for every 1% decline beyond the buffer amount of 25%. The
payment at maturity will be less, and possibly significantly less, than the stated principal
amount and could be zero.

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Morgan Stanley Finance LLC
Fix e d I nc om e Buffe re d Se c urit ie s due M a rc h 2 9 , 2 0 2 3
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The following hypothetical examples illustrate how to calculate the payment at maturity, if any. The following examples are for
illustrative purposes only. You will receive a fixed semi-annual coupon (including at maturity) at a rate of 5.10% per annum
regardless of the performance of the underlying index. The amount you will receive at maturity will be determined by reference to
the final level on the determination date. The actual initial level is set forth on the cover of this document. All payments on the
securities are subject to our credit risk. The below examples are based on the following terms:

Semi-annual coupon:
A fixed semi-annual coupon at an annual rate of 5.10% (corresponding to approximately $25.50
per semi-annual period per security) is paid on the coupon payment dates.*
Payment at Maturity:
If the final level is gre a t e r t ha n or e qua l t o 75% of the initial level, meaning that the
underlying index has not decreased by an amount greater than the buffer amount of 25% from
the initial level:

the stated principal amount of $1,000 per security

If the final level is le ss t ha n 75% of the initial level, meaning that the underlying index has
decreased by an amount greater than the buffer amount of 25% from the initial level:

$1,000 + [$1,000 x (index percent change + 25%) x downside factor]
Stated Principal Amount:
$1,000
Hypothetical Initial Level:
2,700
Buffer Amount:
25%
Downside Factor:
1.3333

* The actual semi-annual coupon will be an amount determined by the calculation agent based on the number of days in the
applicable payment period, calculated on a 30/360 basis.

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Morgan Stanley Finance LLC
Fix e d I nc om e Buffe re d Se c urit ie s due M a rc h 2 9 , 2 0 2 3
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

How to calculate the payment at maturity:

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Final Level
Index Percent Change
Payment at Maturity (in addition to the final semi-
annual coupon payment)
Example
3,000 (a t or a bove 75% of
N/A
$1,000.00 (the stated principal amount)
1:
the initial level)
Example
2,500 (a t or a bove 75% of
N/A
$1,000.00 (the stated principal amount)
2:
the initial level)
Example
945 (be low 75% of the
(945 2,700) / 2,700 = -65%
$466.68, calculated as follows:
3:
initial level)
= $1,000 + [$1,000 x (-65% + 25%) x 1.3333]
= $1,000 + ($1,000 x -40% x 1.3333) = $466.68

In example 1, the underlying index appreciates and the final level is therefore at or above 75% of the initial level. Therefore,
investors receive at maturity the stated principal amount of the securities and the final semi-annual coupon. However, investors do
not participate in the appreciation of the underlying index.

In example 2, the underlying index has declined from the initial level but has not decreased by an amount greater than the buffer
amount of 25% from the initial level. Therefore, investors receive at maturity the stated principal amount of the securities and the
final semi-annual coupon.

In example 3, the underlying index has declined 65% from its initial level to its final level. Therefore, investors receive the final
semi-annual coupon and a payment at maturity calculated based on the index percent change of the underlying index. Investors
will lose 1.3333% of principal for every 1% decline beyond the buffer amount of 25%.

I f t he fina l le ve l ha s de c line d from t he init ia l le ve l by a n a m ount gre a t e r t ha n t he buffe r a m ount of 2 5 % ,
your pa ym e nt a t m a t urit y w ill be le ss, a nd possibly signific a nt ly le ss, t ha n t he st a t e d princ ipa l a m ount a nd
c ould be ze ro.

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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 prospectus supplement, index supplement and
prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers before you invest in the
securities.

The securities do not guarantee the return of any principal. The terms of the securities differ from those of
ordinary debt securities in that the securities do not guarantee the return of any of the stated principal amount at maturity. If the
final level is less than 75% of the initial level, meaning the underlying index has decreased by more than the buffer amount of
25% from the initial level, you will lose 1.3333% of your principal for every 1% decline beyond the buffer amount of 25%. Under
this scenario, the value of the payment at maturity will be less, and could be significantly less, than the stated principal amount
and could be zero.

Investors w ill not participate in any appreciation of the underlying index. Investors will not participate in any
appreciation of the underlying index, and the return on the securities will be limited to the fixed semi-annual coupons paid
during the term of the securities.

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 or on any coupon payment date, 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
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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 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 level 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 securities if you try to sell your securities prior to maturity.

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 will not participate in any
appreciation of the underlying index, and 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.

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Princ ipa l a t Risk Se c urit ie s

The amount payable on the securities is not linked to the level of the underlying index at any time other
t ha n t he de t e rm ina t ion da t e . The final level will be the index closing value on the determination 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 determination date but then drops by the determination date, the payment at maturity may be less, and
may be significantly less, than it would have been had the payment at maturity been linked to the level of the underlying index
prior to such drop. Although the actual level 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 level, the payment at maturity will be based solely on the index closing
value on the determination date.

The securities w ill not be listed on any securities exchange and secondary trading may be limited.
Ac c ordingly, you should be w illing t o hold your se c urit ie s for t he e nt ire five -ye a r t e rm of t he se c urit ie s.
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, 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.

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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
in market conditions. See also "The market price will be influenced by many unpredictable factors" above.

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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 permitted to consider 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.

Hedging and trading activity by our affiliates could potentially affect the value of the securities. 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 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 securities, and the hedging strategy may involve
greater and more frequent dynamic adjustments to the hedge as the determination date approaches. Some of our affiliates also
trade the 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 level, and, therefore, could have increased the value at or above which the
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underlying index must close on the determination date so that investors do not suffer a loss on their initial investment in the
securities. Additionally, 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 will receive at maturity, if any.

The calculation agent, w hich is a subsidiary of the issuer, w ill make determinations w ith respect to the
se c urit ie s. As calculation agent, MS & Co. has determined the initial level, will determine the final level and will calculate the
amount of cash you receive at maturity, if any. 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 level 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
"Additional Information About the Securities--Additional Provisions--Calculation agent," "--Closing value," "--Market disruption
event," "--Postponement of the determination date," "--Discontinuance of the the underlying index; alteration of method of
calculation" and "--Alternate exchange calculation in case of an event of default" below. In addition, MS & Co. has determined
the estimated value of the securities on the pricing date.

The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no
direct legal authority as to the proper treatment of the securities for U.S. federal income tax purposes, and, therefore, significant
aspects of the tax treatment of the securities are uncertain.

Please read the discussion under "Additional Provisions?Tax considerations" in this document concerning the U.S. federal
income tax consequences of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes
as a unit consisting of (i) a Put Right (as defined below under "Additional Provisions?Tax considerations") written by you to us
that, if exercised, requires you to pay to us an amount equal to the Deposit (as defined below under "Additional Provisions?Tax
considerations"), in exchange for a cash amount based on the performance of the underlying index, and (ii) a Deposit with us
of a fixed amount of cash to secure your obligation under the Put Right. Alternative U.S. federal income tax treatments of the
securities are possible, and if the Internal Revenue Service (the "IRS") were successful in asserting such an alternative tax
treatment for the securities the timing and the character of income on the securities might differ significantly from the tax
treatment described herein. We do not plan to request a ruling from the IRS regarding the tax treatment of the securities, and
the IRS or a court may not agree with the tax treatment described herein.

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. While it is not clear whether the securities would be

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viewed as similar to the prepaid forward contracts described in the notice, it is possible that any Treasury regulations or other
guidance issued after consideration of these issues could materially and adversely affect the tax consequences of an
investment in the securities, possibly with retroactive effect. The notice focuses on a number of issues, the most relevant of
which for holders of the securities are the character and timing of income or loss (including whether the entire coupon on the
securities should be required to be included currently as ordinary income) and the degree, if any, to which income realized by
non-U.S. investors should be subject to withholding tax.

Non-U.S. Holders should note that we currently do not intend to withhold on any payments made with respect to the securities
to Non-U.S. Holders (subject to compliance by such holders with certification necessary to establish an exemption from
withholding and to the discussion under "Additional Provisions?Tax considerations--FATCA"). H ow e ve r, in t he e ve nt of a
c ha nge of la w or a ny form a l or inform a l guida nc e by t he I RS, t he U .S. T re a sury De pa rt m e nt or Congre ss,
w e m a y de c ide t o w it hhold on pa ym e nt s m a de w it h re spe c t t o t he se c urit ie s t o N on -U .S. H olde rs a nd
w ill not be re quire d t o pa y a ny a ddit iona l a m ount s w it h re spe c t t o a m ount s w it hhe ld.

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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S& P 5 0 0 ® I nde x Ove rvie w

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 March 29, 2018:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,640.87
5 2 We e k s Ago:
2,361.13
5 2 We e k H igh (on 1 /2 6 /2 0 1 8 ):
2,872.87
5 2 We e k Low (on 4 /1 3 /2 0 1 7 ):
2,328.95

The following 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 for the period from January 1, 2013 through March 29, 2018. The related graph sets forth the daily closing
values of the underlying index in the same period. The closing value of the underlying index on March 29, 2018 was 2,640.87. 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, and you should not take the historical values of the underlying
index as an indication of its future performance. No assurance can be given as to the closing level of the underlying index on the
determination 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 3 t o M a rc h 2 9 , 2 0 1 8

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