Obligation Morgan Stanley Financial 0% ( US61768CZ266 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61768CZ266 ( en USD )

05/06/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61768CZ266 en USD 0%, échue

1 000 USD

887 000 USD

61768CZ26

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 US61768CZ266 (CUSIP : 61768CZ26), émise par Morgan Stanley Finance, une entité de financement rattachée à Morgan Stanley, groupe bancaire international de premier plan basé aux États-Unis et acteur majeur des services financiers mondiaux, était un instrument de dette libellé en dollars américains (USD) caractérisé par un taux d'intérêt nominal de 0%, indiquant sa nature de placement à escompte ou d'un instrument remboursé au pair à l'échéance; avec une taille totale d'émission de 887 000 USD et une taille minimale d'achat de 1 000 USD, cette obligation, dont le prix de marché actuel reflète son remboursement à 100% de la valeur nominale, est arrivée à maturité le 5 juin 2023 et a été intégralement remboursée, concluant ainsi son cycle de vie, et sa notation par l'agence Moody's était "NR" (Not Rated).

424B2 1 dp91882_424b2-ps561.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Performance Leveraged Upside Securities due 2023

$887,000

$110.43

M a y 2 0 1 8
Pricing Supplement No. 561
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 31, 2018
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Trigger PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM and the
Russell 2000® Index due June 5, 2023
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
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 Trigger PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed
by Morgan Stanley. The Trigger PLUS 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. The payment at maturity on the Trigger PLUS will be based on the value of the worst performing of the Dow Jones
Industrial AverageSM and the Russell 2000® Index, which we refer to as the underlying indices. At maturity, if bot h underlying
indices have 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 worst performing underlying index, subject to the maximum payment at maturity. If e it he r of the underlying
indices de pre c ia t e s in value, but the final index value of e a c h underlying index is greater than or equal to 55% of the
respective initial index value, which we refer to as the respective trigger level, investors will receive the stated principal amount of
their investment. However, if the final index value of e it he r underlying index is less than its respective trigger level, investors will
lose a significant portion or all of their investment, resulting in a loss of 1% for every 1% decline in the worst performing underlying
index from its initial index value. 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 T rigge r PLU S. Because the
payment at maturity of the Trigger PLUS is based on the worst performing of the underlying indices, a decline in e it he r underlying
index below its respective trigger level will result in a significant loss of your investment, even if the other underlying index has
appreciated or has not declined as much. These long-dated Trigger PLUS are for investors who seek an equity index-based return
and who are willing to risk their principal, risk exposure to the worst performing of two underlying indices and forgo current income
and upside above the maximum payment at maturity in exchange for the upside leverage feature and the limited protection against
loss that applies only if the final index value of each underlying index is greater than or equal to the respective trigger level. The
Trigger PLUS 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 T rigge r PLU 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 5, 2023
U nde rlying indic e s:
Dow Jones Industrial AverageSM (the "INDU Index") and Russell 2000® Index (the "RTY Index")
V a lua t ion da t e :
May 31, 2023, subject to postponement for non-index business days and certain market disruption
events
Aggre ga t e princ ipa l
$887,000
a m ount :
Pa ym e nt a t m a t urit y:
If the final index value of e a c h unde rlying inde x is greater than its respective initial index
value,
$1,000 + leveraged upside payment
In no event will the payment at maturity exceed the maximum payment at maturity.
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If the final index value of e it he r unde rlying inde x is less than or equal to its respective initial
index value, but the final index value of each underlying index is greater than or equal to its
respective trigger level:
$1,000
If the final index value of e it he r unde rlying inde x is less than its respective trigger level:
$1,000 x index performance factor of the worst performing underlying index
Under these circumstances, the payment at maturity will be less than the stated principal amount
of $1,000 and will represent a loss of at least 45%, and possibly all of your investment.
Le ve ra ge d upside
$1,000 × leverage factor × index percent change of the worst performing underlying index
pa ym e nt :
Le ve ra ge fa c t or:
400%
I nde x pe rc e nt c ha nge :
With respect to each underlying index, (final index value initial index value) / initial index value
Worst pe rform ing
The underlying index with the lesser index percent change
unde rlying inde x :
I nde x pe rform a nc e fa c t or
With respect to each underlying index, final index value / initial index value
M a x im um pa ym e nt a t
$1,700 per Trigger PLUS (170% of the stated principal amount)
m a t urit y:
I nit ia l inde x va lue :
With respect to the INDU Index, 24,415.84, which is the index closing value of such index on the
pricing date
With respect to the RTY Index, 1,633.609, which is the index closing value of such index on the
pricing date
Fina l inde x va lue :
With respect to each underlying index, the index closing value of such index on the valuation date
T rigge r le ve l:
With respect to the INDU Index, 13,428.712, which is 55% of the initial index value of such index
With respect to the RTY Index, 898.485, which is approximately 55% of the initial index value of
such index
St a t e d princ ipa l a m ount /
$1,000 per Trigger PLUS (see "Commissions and issue price" below)
I ssue pric e :
Pric ing da t e :
May 31, 2018
Origina l issue da t e :
June 5, 2018 (3 business days after the pricing date)
CU SI P / I SI N :
61768CZ26 / US61768CZ266
List ing:
The Trigger PLUS 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
$971.50 per Trigger PLUS. See "Investment Summary" beginning on page 2.
pric ing da t e :
Com m issions a nd issue
Age nt 's c om m issions a nd
pric e :
Pric e t o public (1)
fe e s (2)
Proc e e ds t o us (3)
Pe r T rigge r
$1,000
$11.25
$988.75
PLU S
T ot a l
$887,000
$9,978.75
$877,021.25
(1) The Trigger PLUS will be sold only to investors purchasing the Trigger PLUS in fee-based advisory accounts.
(2) MS & Co. expects to sell all of the Trigger PLUS that it purchases from us to an unaffiliated dealer at a price of $988.75 per Trigger PLUS,
for further sale to certain fee-based advisory accounts at the price to public of $1,000 per Trigger PLUS. MS & Co. will not receive a sales
commission with respect to the Trigger PLUS. See "Supplemental information regarding plan of distribution; conflicts of interest." For
additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement for PLUS.
(3) See "Use of proceeds and hedging" on page 17.
T he T rigge r PLU 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 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 T rigge r PLU 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
I nform a t ion About t he T rigge r PLU 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 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
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Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and the
Russell 2000® Index due June 5, 2023
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Pe rform a nc e Le ve ra ge d U pside Se c urit ie s

The Trigger PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM and the Russell 2000®
Index due June 5, 2023 (the "Trigger PLUS") can be used:

As an alternative to direct exposure to the underlying indices that enhances returns for a certain range of positive performance
of the worst performing underlying index, subject to the maximum payment at maturity

To potentially outperform the worst performing of the Dow Jones Industrial AverageSM and the Russell 2000® Index in a
moderately bullish scenario by taking advantage of the leverage factor

To provide limited protection against loss of principal in the event of a decline of the underlying indices but only if the
respective final index level of the w orst pe rform ing unde rlying inde x is gre a t e r t ha n or e qua l t o the respective
trigger level

M a t urit y:
5 years
400% (applicable only if the final index value of each underlying
Le ve ra ge fa c t or:
index is greater than its respective initial index value).
M a x im um pa ym e nt a t
$1,700 per Trigger PLUS (170% of the stated principal amount)
m a t urit y:
T rigge r le ve l:
With respect to the INDU Index, 55% of the initial index value
With respect to the RTY Index, 55% of the initial index value
M inim um pa ym e nt a t
None. You could lose your entire initial investment in the Trigger
m a t urit y:
PLUS
Coupon:
None

The original issue price of each Trigger PLUS is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the Trigger PLUS, which are borne by you, and, consequently, the estimated value of the Trigger PLUS on the pricing
date is less than $1,000. We estimate that the value of each Trigger PLUS on the pricing date is $971.50.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the Trigger PLUS?

In determining the economic terms of the Trigger PLUS, including the leverage factor, the trigger levels and the maximum payment
at maturity, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore
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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 Trigger PLUS 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 Trigger PLUS?

The price at which MS & Co. purchases the Trigger PLUS in the secondary market, absent changes in market conditions, including
those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type and other factors. However, because the costs

May 2018
Page 2
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and the
Russell 2000® Index due June 5, 2023
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
associated with issuing, selling, structuring and hedging the Trigger PLUS 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 Trigger PLUS in the secondary market,
absent changes in market conditions, including those related to the underlying indices, and to our secondary market credit spreads,
it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your
brokerage account statements.

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

May 2018
Page 3
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and the
Russell 2000® Index due June 5, 2023
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
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 Trigger PLUS offer leveraged upside exposure to the worst performing of the Dow Jones Industrial AverageSM and the Russell
2000® Index, subject to the maximum payment at maturity. 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 worst performing underlying index on the valuation date. The Trigger PLUS are
unsecured obligations of ours, and all payments on the Trigger PLUS 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 T rigge r PLU S.

Le ve ra ge d
The Trigger PLUS offer investors an opportunity to receive 400% of the positive return of the worst
Pe rform a nc e U p
performing of the underlying indices, subject to the maximum payment at maturity, if bot h underlying
t o a Ca p
indices have appreciated in value.
T rigge r Fe a t ure
At maturity, even if the worst performing underlying index has declined over the term of the Trigger
PLUS, you will receive your stated principal amount but only if the final index value of the worst
performing underlying index is gre a t e r t ha n or e qua l t o the respective trigger level.
Bot h underlying indices increase in value and, at maturity, the Trigger PLUS redeem for the stated
principal amount of $1,000 plus 400% of the index percent change of the worst performing underlying
U pside Sc e na rio
index, subject to the maximum payment at maturity of $1,700 per Trigger PLUS (170% of the stated
principal amount).
Pa r Sc e na rio
The final index value of the worst performing index is less than or equal to the respective initial index
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value but is greater than or equal to the respective trigger level. In this case, you receive the stated
principal amount of $1,000 at maturity even though the worst performing underlying index has
depreciated.
Eit he r underlying index declines in value such that, at maturity, the final index value of the worst
performing index is less than the respective trigger level. In this case, the Trigger PLUS will redeem for
at least 55% less than the stated principal amount, and this decrease will be by an amount proportionate
to the full decline in value of the worst performing underlying index over the term of the Trigger PLUS.
Dow nside

Sc e na rio
Because the payment at maturity of the Trigger PLUS is based on the worst performing of the underlying
indices, a decline in e it he r underlying index below its respective trigger level will result in a significant
loss of your investment, even if the other underlying index has appreciated or has not declined as much.

May 2018
Page 4
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and the
Russell 2000® Index due June 5, 2023
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
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 on the Trigger PLUS. The following
examples are for illustrative purposes only. The actual initial index value and trigger level for each underlying index are set forth on
the cover page of this pricing supplement. The payment at maturity on the Trigger PLUS is subject to our credit risk. The below
examples are based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per PLUS
Le ve ra ge fa c t or:
400%
M a x im um pa ym e nt a t
$1,700 per Trigger PLUS (170% of the stated principal amount)
m a t urit y:
H ypot he t ic a l t rigge r le ve l With respect to the INDU Index, 13,200, 55% of the respective
hypothetical initial index value

With respect to the RTY Index, 825, 55% of the respective
hypothetical initial index value
H ypot he t ic a l init ia l inde x
With respect to the INDU Index: 24,000
va lue :
With respect to the RTY Index: 1,500

EX AM PLE 1 : Bot h unde rlying indic e s a ppre c ia t e signific a nt ly a nd so inve st ors re c e ive only t he m a x im um
pa ym e nt a t m a t urit y.

Final index value

INDU Index: 45,600

RTY Index: 2,700
Index percent change
INDU Index: (45,600 24,000) / 24,000 = 90%
RTY Index: (2,700 1,500) / 1,500 = 80%
Payment at maturity
= $1,000 + leveraged upside payment , subject to the maximum payment at maturity

= $1,000 + ($1,000 × leverage factor × index percent change of the worst performing
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underlying index), subject to the maximum payment at maturity

= $1,000 + ($1,000 × 400% × 80%), subject to the maximum payment at maturity

= maximum payment at maturity of $1,700 per Trigger PLUS

In example 1, the final index values of both the INDU Index and the RTY Index are significantly greater than their initial index
values. The INDU Index has appreciated by 90%, while the RTY Index has appreciated by 80%. Therefore, investors receive at
maturity the stated principal amount plus 400% of the appreciation of the worst performing underlying index, subject to the
maximum payment at maturity of $1,700 per Trigger PLUS. Under the terms of the Trigger PLUS, investors will realize the
maximum payment at maturity at a final index value of the worst performing underlying index of 117.50% of its respective initial
index value. Therefore, in this example, investors receive only the maximum payment at maturity of $1,700 per stated principal
amount, even though both underlying indices have appreciated significantly.

EX AM PLE 2 : Bot h unde rlying indic e s a ppre c ia t e ove r t he t e rm of t he T rigge r PLU S, a nd inve st ors re c e ive
t he st a t e d princ ipa l a m ount plus t he le ve ra ge d upside pa ym e nt , c a lc ula t e d ba se d on t he inde x pe rc e nt
c ha nge of t he w orst pe rform ing unde rlying inde x .

Final index value

INDU Index: 26,400

RTY Index: 2,100

May 2018
Page 5
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and the
Russell 2000® Index due June 5, 2023
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Index percent change
INDU Index: (26,400 24,000) / 24,000 = 10%
RTY Index: (2,100 1,500) / 1,500 = 40%
Payment at maturity
= $1,000 + leveraged upside payment, subject to the maximum payment at maturity

= $1,000 + ($1,000 × leverage factor × index percent change of the worst performing
underlying index) , subject to the maximum payment at maturity

= $1,000 + ($1,000 × 400% × 10%), subject to the maximum payment at maturity

= $1,400

In example 2, the final index values of both the INDU Index and the RTY Index are greater than their initial index values. The INDU
Index has appreciated by 10%, while the RTY Index has appreciated by 40%. Therefore, investors receive at maturity the stated
principal amount plus 400% of the appreciation of the worst performing underlying index, which is the INDU Index in this example.
Investors receive $1,400 per Trigger PLUS at maturity.

EX AM PLE 3 : One unde rlying inde x a ppre c ia t e s, w hile t he ot he r de c line s ove r t he t e rm of t he T rigge r PLU S
but ne it he r inde x de c line s be low t he re spe c t ive t rigge r le ve l, a nd inve st ors re c e ive t he st a t e d princ ipa l
a m ount .

Final index value

INDU Index: 31,200

RTY Index: 1,200
Index percent change
INDU Index: (31,200 24,000) / 24,000 = 30%
RTY Index: (1,200 1,500) / 1,500 = -20%
Payment at maturity
= $1,000

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In example 3, the final index value of the INDU Index is greater than its initial index value, while the final index value of the RTY
Index is less than its initial index value, but is greater than or equal to the respective trigger level. The INDU Index has appreciated
by 30% while the RTY index has declined by 20%. Investors will receive the stated principal amount of $1,000.

EX AM PLE 4 : One unde rlying inde x a ppre c ia t e s w hile t he ot he r de c line s ove r t he t e rm of t he T rigge r PLU S,
a nd t he fina l inde x va lue of t he w orst pe rform ing unde rlying inde x is le ss t ha n t he re spe c t ive t rigge r le ve l.
I nve st ors a re t he re fore e x pose d t o t he de c line in t he w orst pe rform ing unde rlying inde x from it s init ia l
inde x va lue .

Final index value

INDU Index: 31,200

RTY Index: 600
Index percent change
INDU Index: (31,200 24,000) / 24,000 = 30%
RTY Index: (600 1,500) / 1,500 = -60%
Payment at maturity
= $1,000 × [index performance factor of the worst performing index]

= $1,000 x [600 / 1,500]

= $400

In example 4, the final index value of the INDU Index is greater than its initial index value, while the final index value of the RTY
Index has declined below the trigger level. The INDU Index has appreciated by 30% while the RTY Index has depreciated by 60%.
Because the final index value of the RTY Index has declined below the trigger level, investors are exposed to the negative
performance of the RTY Index, which is the worst performing underlying index in this example. Investors receive a payment at
maturity of $400.

May 2018
Page 6
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and the
Russell 2000® Index due June 5, 2023
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
EX AM PLE 5 : Bot h unde rlying indic e s de c line be low t he ir re spe c t ive t rigge r le ve ls, a nd inve st ors a re
t he re fore e x pose d t o t he de c line in t he w orst pe rform ing unde rlying inde x from it s init ia l inde x va lue .

Final index value

INDU Index: 7,200

RTY Index: 600
Index percent change
INDU Index: (7,200 24,000) / 24,000 = -70%
RTY Index: (600 1,500) / 1,500 = -60%
Payment at maturity
= $1,000 × [index performance factor of the worst performing index]

= $1,000 × [7,200 / 24,000]

= $300

In example 5, the final index values of both the INDU Index and the RTY Index are less than their respective trigger levels. The
INDU Index has declined by 70% while the RTY Index has declined by 60%. Therefore, investors are exposed to the negative
performance of the INDU Index, which is the worst performing underlying index in this example. Investors receive a payment at
maturity of $300.

Be c a use t he pa ym e nt a t m a t urit y of t he T rigge r PLU S is ba se d on t he w orst pe rform ing of t he unde rlying
indic e s, a de c line in e it he r unde rlying inde x be low it s re spe c t ive t rigge r le ve l w ill re sult in a signific a nt loss
of your inve st m e nt , e ve n if t he ot he r unde rlying inde x ha s a ppre c ia t e d or ha s not de c line d a s m uc h .

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May 2018
Page 7
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and the
Russell 2000® Index due June 5, 2023
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
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 Trigger PLUS. 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. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection
with your investment in the Trigger PLUS.

The Trigger PLUS do not pay interest or guarantee return of any principal. The terms of the Trigger PLUS differ
from those of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee payment of any principal at
maturity. If the final index value of e it he r underlying index is less than the respective trigger level (which is 55% of the
respective initial index level), the payout at maturity will be an amount in cash that is at least 45% less than the $1,000 stated
principal amount of each Trigger PLUS, and this decrease will be by an amount proportionate to the full decrease in the value
of the worst performing underlying index over the term of the Trigger PLUS. There is no minimum payment at maturity on the
Trigger PLUS, and you could lose your entire investment.

The appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity. The
appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity of $1,700 per Trigger PLUS, or 170%
of the stated principal amount. Although the leverage factor provides leveraged upside returns if the final index value of each
underlying index is greater than its respective initial index value, because the payment at maturity will be limited to 170% of the
stated principal amount for the Trigger PLUS, any increase in the final index value of the worst performing underlying index
over its initial index value by more than 17.50% of its initial index value will not further increase the return on the Trigger
PLUS.

You are exposed to the price risk of both underlying indices. Your return on the Trigger PLUS it not linked to a
basket consisting of both underlying indices. Rather, it will be based upon the independent performance of each underlying
index. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified
among all the components of the basket, you will be exposed to the risks related to both underlying indices. Poor performance
by either underlying index over the term of the Trigger PLUS will negatively affect your return and will not be offset or mitigated
by any positive performance by the other underlying index. If either underlying index declines to below its respective trigger
level as of the valuation date, you will be exposed to the negative performance of the worst performing underlying index at
maturity, even if the other underlying index has appreciated or has not declined as much, and you will lose a significant portion
or all of your investment. Accordingly, your investment is subject to the price risk of both underlying indices.

Because the Trigger PLUS are linked to the performance of the w orst performing underlying index, you
a re e x pose d t o gre a t e r risk of sust a ining a signific a nt loss on your inve st m e nt t ha n if t he T rigge r PLU S
w e re link e d t o just one unde rlying inde x . The risk that you will suffer a significant loss on your investment is greater if
you invest in the Trigger PLUS as opposed to substantially similar securities that are linked to just the performance of one
underlying index. With two underlying indices, it is more likely that either underlying index will decline to below its trigger level
as of the valuation date, than if the Trigger PLUS were linked to only one underlying index. Therefore it is more likely that you
will suffer a significant loss on your investment.

The market price w ill be influenced by many unpredictable factors. Several factors will influence the value of
the Trigger PLUS in the secondary market and the price at which MS & Co. may be willing to purchase or sell the Trigger
PLUS in the secondary market, including the value, volatility and dividend yield of the underlying indices, interest and yield
rates, time remaining to maturity, geopolitical conditions and economic, financial, political and regulatory or judicial events 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 Trigger PLUS will be affected by the other factors described above. The levels of the
underlying indices may be, and have recently been, extremely volatile, and we can give you no assurance that the volatility will
lessen. See "Dow Jones Industrial AverageSM Overview" and "Russell 2000® Index Overview" below. You may receive less,
and possibly significantly less, than the stated principal amount per Trigger PLUS if you try to sell your Trigger PLUS prior to
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maturity.

May 2018
Page 8
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and the
Russell 2000® Index due June 5, 2023
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
The Trigger PLUS are subject to our credit risk, and any actual or anticipated changes to our credit
ra t ings or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he T rigge r PLU S. You are dependent on
our ability to pay all amounts due on the Trigger PLUS at maturity and therefore you are subject to our credit risk. If we default
on our obligations under the Trigger PLUS, your investment would be at risk and you could lose some or all of your investment.
As a result, the market value of the Trigger PLUS 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 Trigger PLUS.

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 Trigger PLUS are linked to the Russell 2000® Index and are subject to risks associated w ith small-
c a pit a liza t ion c om pa nie s. As the Russell 2000® Index is one of the underlying indices, and the Russell 2000® Index
consists of stocks issued by companies with relatively small market capitalization, the Trigger PLUS are linked to the value of
small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less
liquidity than large-capitalization companies and therefore the Russell 2000® Index may be more volatile than indices that
consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more
vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of
small-capitalization companies may be thinly traded. In addition, small capitalization companies are typically less well-
established and less stable financially than large-capitalization companies and may depend on a small number of key
personnel, making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse
product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than
large-capitalization companies and are more susceptible to adverse developments related to their products.

The amount payable on the Trigger PLUS is not linked to the values of the underlying indices at any
t im e ot he r t ha n t he va lua t ion da t e . The final index value of each underlying index will be based on the index closing
value of such index on the valuation date, subject to adjustment for non-index business days and certain market disruption
events. Even if both underlying indices appreciate prior to the valuation date but the value of e it he r underlying index drops by
the valuation date to below its trigger level, the payment at maturity will be significantly less than it would have been had the
payment at maturity been linked to the values of the underlying indices prior to such drop. Although the actual values of the
underlying indices on the stated maturity date or at other times during the term of the Trigger PLUS may be higher than their
respective final index values, the payment at maturity will be based solely on the index closing values on the valuation date.

Investing in the Trigger PLUS is not equivalent to investing in either underlying index. Investing in the
Trigger PLUS is not equivalent to investing in either underlying index or the component stocks of either underlying index.
Investors in the Trigger PLUS will not have voting rights or rights to receive dividends or other distributions or any other rights
with respect to stocks that constitute either underlying index.

Adjustments to the underlying indices could adversely affect the value of the Trigger PLUS. The publisher
of either underlying index may add, delete or substitute the stocks constituting such underlying index or make other
methodological changes that could change the value of such underlying index. The publisher of either underlying index may
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discontinue or suspend calculation or publication of such 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

May 2018
Page 9
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and the
Russell 2000® Index due June 5, 2023
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
underlying index and will be permitted to consider indices that are calculated and published by the calculation agent or any of
its affiliates.

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 T rigge r
PLU 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 T rigge r PLU S, c a use t he e st im a t e d
va lue of t he T rigge r PLU 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 Trigger PLUS 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 Trigger PLUS in the original issue price and the lower
rate we are willing to pay as issuer make the economic terms of the Trigger PLUS less favorable to you than they otherwise
would be.

However, because the costs associated with issuing, selling, structuring and hedging the Trigger PLUS 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 Trigger
PLUS in the secondary market, absent changes in market conditions, including those related to the underlying indices, and to
our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that
those higher values will also be reflected in your brokerage account statements.

The Trigger PLUS w ill not be listed on any securities exchange and secondary trading may be limited.
The Trigger PLUS will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
Trigger PLUS. MS & Co. may, but is not obligated to, make a market in the Trigger PLUS. Even if there is a secondary
market, it may not provide enough liquidity to allow you to trade or sell the Trigger PLUS easily. Because we do not expect that
other broker-dealers will participate significantly in the secondary market for the Trigger PLUS, the price at which you may be
able to trade your Trigger PLUS is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time,
MS & Co. were not to make a market in the Trigger PLUS, it is likely that there would be no secondary market for the Trigger
PLUS. Accordingly, you should be willing to hold your Trigger PLUS to maturity.

The estimated value of the Trigger PLUS 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 Trigger PLUS than those generated by
others, including other dealers in the market, if they attempted to value the Trigger PLUS. 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 Trigger PLUS in the secondary market (if any exists) at any time. The value of your Trigger PLUS at any time
after the date of this pricing supplement 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.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger
PLU S. One or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging activities
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