Obligation Morgan Stanley Financial 0% ( US61768DVG77 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61768DVG77 ( en USD )

05/01/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61768DVG77 en USD 0%, échue

1 000 USD

750 000 USD

61768DVG7

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 US61768DVG77, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/01/2024

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61768DVG77, a été notée NR par l'agence de notation Moody's.

424B2 1 dp100553_424b2-ps1357.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

ffering Price

Fee
Trigger Performance Leveraged Upside

$750,000.00

$90.90
Securities due 2024

J a nua ry 2 0 1 9
Pricing Supplement No. 1,357
Registration Statement Nos. 333-221595; 333-221595-01
Dated January 2, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Trigger PLUS Based on a Basket Consisting of Three Indices and an Exchange-Traded Fund due January 5,
2024
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. At maturity, if the basket has a ppre c ia t e d in value, investors will receive the stated principal amount of their
investment plus leveraged upside performance of the basket. If the basket has re m a ine d unc ha nge d or de pre c ia t e d in
value but the final basket value is greater than or equal to the trigger level, investors will receive the stated principal amount of
their investment. However, if the basket has de pre c ia t e d in value so that the final basket value is less than the trigger level,
investors will lose a significant portion or all of their investment, resulting in a 1% loss for every 1% decline in the basket value
over the term of the Trigger PLUS. Under these circumstances, the payment at maturity will be less than 60% of the principal
amount and could be zero. Accordingly, you may lose your entire investment. These long-dated Trigger PLUS are for investors who
seek an equity-based return and who are willing to risk their principal and forgo current income in exchange for the upside leverage
feature and the limited protection against loss that applies only if the final basket value is greater than or equal to the trigger level.
Inve 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 . 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 :
January 5, 2024
Origina l issue pric e :
$1,000 per Trigger PLUS
St a t e d princ ipa l a m ount :
$1,000 per Trigger PLUS
Pric ing da t e :
January 2, 2019
Origina l issue da t e :
January 7, 2019 (3 business days after the pricing date)
Aggre ga t e princ ipa l a m ount :
$750,000
I nt e re st :
None
Ba sk e t :
Bloom be rg
Ba sk e t
I nit ia l
Ba sk e t c om pone nt
t ic k e r
c om pone nt
ba sk e t
M ult iplie r
sym bol
w e ight ing
c om pone nt
va lue

S&P 500® Index (the "SPX Index")
SPX
40%
2,510.03
0.015936065

Russell 2000® Index (the "RTY Index")
RTY
20%
1,355.906
0.014750285

EURO STOXX 50® Index (the "SX5E Index")
SX5E
20%
2,993.18
0.006681857

Shares of the iShares® MSCI Emerging
EEM UP
20%
$39.16
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Markets ETF (the "EEM Shares")
0.510725230

We refer to the SPX Index, the RTY Index and the SX5E Index, collectively, as the underlying indices,
and the EEM Shares as the underlying shares and, together with the underlying indices, as the basket
components.
Pa ym e nt a t m a t urit y
If the final basket value is greater than the initial basket value: $1,000 + the leveraged
(pe r T rigge r PLU S):
upside payment

If the final basket value is less than or equal to the initial basket value but is greater than or
equal to the trigger level: $1,000

If the final basket value is less than the trigger level: $1,000 × the basket performance factor
Under these circumstances, the payment at maturity will be less than the stated principal
amount of $1,000 and will represent a loss of more than 40%, and possibly all, of your
investment.
Le ve ra ge d upside pa ym e nt :
$1,000 × leverage factor × basket percent increase
Le ve ra ge fa c t or:
164%
Ba sk e t pe rc e nt inc re a se :
(final basket value initial basket value) / initial basket value
Ba sk e t pe rform a nc e fa c t or:
final basket value / initial basket value
T rigge r le ve l:
60, which is 60% of the initial basket value
I nit ia l ba sk e t va lue :
100, which is equal to the sum of the products of the initial basket component values of each
of the basket components, as set forth under "Basket--Initial basket component value"
above, and the applicable multiplier for each of the basket components, each of which was
determined on the pricing date.
Fina l ba sk e t va lue :
The basket closing value on the valuation date.
V a lua t ion da t e :
January 2, 2024, subject to postponement for non-index business days or non-trading days,
as applicable, and certain market disruption events.
Ba sk e t c losing va lue :
The basket closing value on any day is the sum of the products of the basket component
closing values of each of the basket components and the applicable multiplier for each of the
basket components on such date.
Ba sk e t c om pone nt c losing
In the case of each underlying index, on any index business day, the index closing value as
va lue :
published by the relevant index publisher. In the case of the underlying shares, on any
trading day, the closing price of one share of the underlying shares on such day times the
adjustment factor for the underlying shares on such day.
M ult iplie r:
The multiplier was set on the pricing date based on each basket component's respective
initial basket component value so that each basket component represents its applicable
basket component weighting in the predetermined initial basket value. Each multiplier will
remain constant for the term of the Trigger PLUS. See "Basket--Multiplier" above.
Adjust m e nt fa c t or:
With respect to the underlying shares, 1.0, subject to adjustment for certain events affecting
the underlying shares.
List ing:
The Trigger PLUS will not be listed on any securities exchange.
CU SI P / I SI N :
61768DVG7 / US61768DVG77
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary
of Morgan Stanley. See "Supplemental information concerning plan of distribution; conflicts of
interest."
Est im a t e d va lue on t he
$965.50 per Trigger PLUS. See "Investment Summary" beginning on page 2.
pric ing da t e :
Com m issions a nd issue

Pric e t o public
Age nt 's c om m issions
Proc e e ds t o us(2)
pric e :
a nd fe e s (1)
Pe r T rigge r PLU S

$1,000
$10
$990
T ot a l

$750,000
$7,500
$742,500

(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $10
for each Trigger PLUS they sell. See "Supplemental information concerning plan of distribution; conflicts of interest." For
additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement for PLUS.
(2) See "Use of proceeds and hedging" on page 19.
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 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 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
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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 T rigge r PLU S" a nd "Addit iona l I nform a t ion a bout t he T rigge r PLU S" a t t he e nd of t his doc um e nt .
Re fe re nc e s t o "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL
c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for PLU S da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7
Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Trigger PLUS Based on a Basket Consisting of Three Indices and an Exchange-Traded Fund due January 5, 2024
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

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

Princ ipa l a t Risk Se c urit ie s

The Trigger PLUS Based on a Basket Consisting of Three Indices and an Exchange-Traded Fund due January 5, 2024 (the
"Trigger PLUS") can be used:

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

To enhance returns and potentially outperform the basket in a bullish scenario

To provide limited protection against a loss of principal in the event of a decline in the value of the basket as of the valuation
date, but only if the final basket value is greater than or equal to the trigger level

M a t urit y:
Approximately 5 years
Le ve ra ge fa c t or:
164%
T rigge r le ve l:
60% of the initial basket value
M inim um pa ym e nt a t m a t urit y: None. Investors may lose their entire initial investment in the Trigger PLUS.
Ba sk e t c om pone nt w e ight ings: 40% for the SPX Index, 20% for the RTY Index, 20% for the SX5E Index and
20% for the EEM Shares
I nt e re st :
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 $965.50.

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 basket components. The estimated value of the Trigger PLUS is determined using
our own pricing and valuation models, market inputs and assumptions relating to the basket components, instruments based on the
basket components, 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
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secondary market.

What determines the economic terms of the Trigger PLUS?

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

January 2019
Page 2
Morgan Stanley Finance LLC
Trigger PLUS Based on a Basket Consisting of Three Indices and an Exchange-Traded Fund due January 5, 2024
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 exposure to any positive performance of the basket. 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 value of the basket 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 capture enhanced returns for any positive
Pe rform a nc e
performance relative to a direct investment in the basket.
T rigge r Fe a t ure
At maturity, even if the basket has declined in value over the term of the Trigger PLUS, you will receive
your stated principal amount, but only if the final basket value is greater than or equal to the trigger
level.
U pside Sc e na rio
The basket increases in value, and, at maturity, the Trigger PLUS redeem for the stated principal
amount of $1,000 plus 164% of the basket percent increase.
Pa r Sc e na rio
The final basket value is less than or equal to the initial basket value but is greater than or equal to the
trigger level. In this case, you receive the stated principal amount of $1,000 at maturity even though the
basket has declined in value.
Dow nside Sc e na rio
The final basket value is less than the trigger level. In this case, the Trigger PLUS redeem for at least
40% less than the stated principal amount, and this decrease will be by an amount proportionate to the
decline in the value of the basket over the term of the Trigger PLUS. Under these circumstances, the
payment at maturity will be less than 60% of the stated principal amount and could be zero. There is
no minimum payment at maturity on the Trigger PLUS, and you could lose your entire investment.
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January 2019
Page 3
Morgan Stanley Finance LLC
Trigger PLUS Based on a Basket Consisting of Three Indices and an Exchange-Traded Fund due January 5, 2024
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

How the Trigger PLUS Work

Pa yoff Dia gra m

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

St a t e d princ ipa l a m ount :
$1,000 per Trigger PLUS
Le ve ra ge fa c t or:
164%
T rigge r le ve l:
60% of the initial basket value

H ow it w ork s

Upside Scenario. If the final basket value is greater than the initial basket value, investors will receive the $1,000 stated
principal amount plus 164% of the appreciation of the basket over the term of the Trigger PLUS.

If the basket appreciates 10%, investors will receive a 16.40% return, or $1,164.00 per Trigger PLUS.

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

If the basket depreciates 10%, investors will receive the $1,000 stated principal amount.

Dow nside Sc e na rio. If the final basket value is less than the trigger level, investors will receive an amount that is
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significantly less than the $1,000 stated principal amount, based on a 1% loss of principal for each 1% decline in the basket
value.

If the basket depreciates 60%, investors will lose 60% of their principal and receive only $400 per Trigger PLUS at
maturity, or 40% of the stated principal amount.

January 2019
Page 4
Morgan Stanley Finance LLC
Trigger PLUS Based on a Basket Consisting of Three Indices and an Exchange-Traded Fund due January 5, 2024
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. You should also consult with 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 the payment of any of the
principal amount at maturity. If the final basket value is less than the trigger level (which is 60% of the initial basket value), the
payment at maturity will be an amount in cash that is at least 40% less than the $1,000 stated principal amount of each
Trigger PLUS, and this decrease will be by an amount proportionate to the full amount of the decline in the closing price of the
underlying shares over the term of the Trigger PLUS, without any buffer. There is no minimum payment at maturity on the
Trigger PLUS and you could lose your entire investment.

The market price w ill be influenced by many unpredictable factors. Several factors, many of which are beyond
our control, will influence the value of the 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 (frequency and magnitude
of changes in value) and dividend yield of the basket components, interest and yield rates, time remaining to maturity,
geopolitical conditions and economic, financial, political and regulatory or judicial events that affect the basket components or
equities markets generally and which may affect the final basket value, and any actual or anticipated changes to 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 values of the basket components may be, and have recently been,
volatile, and we can give you no assurance that the volatility will lessen. See "Basket 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
maturity.

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. The Trigger
PLUS are not guaranteed by any other entity. 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
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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 Trigger PLUS is not linked to the value of the basket at any time other than
t he va lua t ion da t e . The final basket value will be based on the basket 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 basket appreciates
prior to the valuation date but then drops by the valuation date, the payment at maturity will be less, and may be significantly
less, than it would have been had the payment at maturity been linked to the value of the basket prior to such drop. Although
the actual value of the basket on the stated maturity date or at other times during the term of the Trigger PLUS may be higher
than the basket closing value on the valuation date, the payment at maturity will be based solely on the basket closing value
on the valuation date.

Changes in the value of one or more of the basket components may offset each other. Value movements in
the basket components may not correlate with each other. At a time when one or more basket components increase in value,
the values of the other basket components may not increase as much, or may even decline. Therefore, in calculating the
basket components' performance on the valuation date, an increase in the value(s) of one or more basket components may be
moderated, or wholly offset, by lesser increases or declines in the values of other basket components. Furthermore, the basket
components do not have the same basket component weightings. The SPX Index is weighted at 40%, the RTY Index is
weighted at 20%, the SX5E Index is weighted at 20% and the EEM Shares are weighted at 20% of the basket. Therefore, the
same percentage change over the term of the securities in each of the basket components would have different effects on the
basket performance. A decrease in the value of a more heavily weighted basket

January 2019
Page 5
Morgan Stanley Finance LLC
Trigger PLUS Based on a Basket Consisting of Three Indices and an Exchange-Traded Fund due January 5, 2024
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

component could moderate, offset or more than offset an increase in the value of a less heavily weighted basket component.
For example, because the weighting of the SPX Index is significantly greater than the weighting of the EEM Shares, a 5%
decrease in the value of the SPX Index will more than offset a 9% increase in the value of the EEM Shares, which has a
lower weighting.

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 basket components, 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.

There are risks associated w ith investments in securities, such as the Trigger PLUS, linked to the value
of fore ign (a nd e spe c ia lly e m e rging m a rk e t s) e quit y se c urit ie s. The EURO STOXX 50® Index is linked to the
value of foreign equity securities and the EEM Shares track the performance of the MSCI Emerging Markets IndexSM (the
"share underlying index"), which is linked to the value of foreign (and especially emerging markets) equity securities.
Investments in securities linked to the value of any foreign equity securities involve risks associated with the securities markets
in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-
shareholdings in companies in certain countries. Also, there is generally less publicly available information about foreign
companies than about U.S. companies that are subject to the reporting requirements of the United States Securities and
Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and
requirements different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets may
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be affected by political, economic, financial and social factors in those countries, or global regions, including changes in
government, economic and fiscal policies and currency exchange laws. In addition, the stocks included in the share underlying
index and that are generally tracked by the EEM Shares have been issued by companies in various emerging markets
countries, which pose further risks in addition to the risks associated with investing in foreign equity markets generally.
Countries with emerging markets may have relatively unstable governments, may present the risks of nationalization of
businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of
property rights than more developed countries. The economies of countries with emerging markets may be based on only a few
industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile
debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
Moreover, the economies in such countries may differ unfavorably from the economy in the United States in such respects as
growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment
positions.

The prices of the EEM Shares are subject to currency exchange risk. Because the prices of the EEM Shares
are related to the U.S. dollar value of stocks underlying the share underlying index, holders of the Trigger PLUS will be
exposed to the currency exchange rate risk with respect to each of the currencies in which such component securities trade.
Exchange rate movements for a particular currency are volatile and are the result of numerous factors including the supply of,
and the demand for, those currencies, as well as the relevant government policy, intervention or actions, but are also influenced
significantly from time to time by political or economic developments, and by macroeconomic factors and speculative actions
related to the relevant region. An investor's net exposure will depend on the extent to which the currencies of the component
securities strengthen or weaken against the U.S. dollar and the relative weight of each currency. If, taking into account such
weighting, the dollar strengthens against the currencies of the component securities represented in the share underlying index,
the price of the EEM Shares will be adversely affected and the payment at maturity on the Trigger PLUS may be reduced.

Of particular importance to potential currency exchange risk are:

·
existing and expected rates of inflation;

·
existing and expected interest rate levels;

·
the balance of payments between countries; and

·
the extent of governmental surpluses or deficits in the relevant countries and the United States.

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Princ ipa l a t Risk Se c urit ie s

All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of various
countries represented in the share underlying index, the United States and other countries important to international trade and
finance.

Investing in the Trigger PLUS is not equivalent to investing in the basket components. Investing in the
Trigger PLUS is not equivalent to investing directly in the basket components or any of the component stocks of the basket
components. As an investor in the Trigger PLUS, you will not have voting rights or rights to receive dividends or other
distributions or any other rights with respect to the basket components or any of the component stocks of the basket
components.

Adjustments to an underlying index could adversely affect the value of the Trigger PLUS. The publisher of
an 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 such underlying index may discontinue or
suspend calculation or publication of such underlying index at any time. In these circumstances, MS & Co., as the calculation
agent, will have the sole discretion to substitute a successor index for such 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
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any of its affiliates. If MS & Co. determines that there is no appropriate successor index for such index, the payment at maturity
on the Trigger PLUS will be an amount based on the closing prices at maturity of the securities composing such underlying
index at the time of such discontinuance, without rebalancing or substitution, computed by the calculation agent in accordance
with the formula for calculating such underlying index last in effect prior to discontinuance of such underlying index.

Adjustments to the underlying shares or to the MSCI Emerging Markets IndexSM could adversely affect
t he va lue of t he T rigge r PLU S. The investment adviser to the EEM Shares seeks investment results that correspond
generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets IndexSM. Pursuant to
its investment strategy or otherwise, the investment adviser may add, delete or substitute the components of the underlying
shares. Any of these actions could adversely affect the price of the underlying shares and, consequently, the value of the
Trigger PLUS. In addition, the publisher of the share underlying index is responsible for calculating and maintaining the share
underlying index. The index publisher may add, delete or substitute the stocks constituting the share underlying index or make
other methodological changes that could change the value of the share underlying index. The index publisher may also
discontinue or suspend calculation or publication of a share underlying index at any time. If this discontinuance or suspension
occurs following the termination of the underlying shares, the calculation agent will have the sole discretion to substitute a
successor index that is comparable to the discontinued share underlying index, and is permitted to consider indices that are
calculated and published by the calculation agent or any of its affiliates. Any of these actions could adversely affect the values
of the underlying shares and, consequently, the value of the Trigger PLUS.

The performance and market price of the underlying shares, particularly during periods of market
vola t ilit y, m a y not c orre la t e w it h t he pe rform a nc e of t he sha re unde rlying inde x , t he pe rform a nc e of t he
c om pone nt se c urit ie s of t he sha re unde rlying inde x or t he ne t a sse t va lue pe r sha re of t he unde rlying
sha re s. The underlying shares do not fully replicate the share underlying index, and each may hold securities that are
different than those included in the share underlying index. In addition, the performance of the underlying shares will reflect
additional transaction costs and fees that are not included in the calculation of the share underlying index. All of these factors
may lead to a lack of correlation between the performance of the underlying shares and the share underlying index. In
addition, corporate actions (such as mergers and spin-offs) with respect to the equity securities underlying the underlying
shares may impact the variance between the performance of the underlying shares and the share underlying index. Finally,
because the shares of the underlying shares are traded on an exchange and are subject to market supply and investor
demand, the market price of one share of the underlying shares may differ from the net asset value per share of the underlying
shares.

In particular, during periods of market volatility, or unusual trading activity, trading in the securities underlying the underlying
shares may be disrupted or limited, or such securities may be unavailable in the secondary market. Under these
circumstances, the liquidity of the underlying shares may be adversely affected, market participants may be unable to calculate
accurately the net asset value per share of the underlying shares, and their ability to create and redeem shares of the
underlying shares may be disrupted. Under these circumstances, the market price of shares of the underlying shares may vary
substantially from the net asset value per share of the underlying shares or the level of the share underlying index.

For all of the foregoing reasons, the performance of the underlying shares may not correlate with the performance of the share
underlying index, the performance of the component securities of the share underlying index or the net asset value per share of
the underlying shares. Any of these events could materially and adversely affect the prices of the underlying shares and,
therefore, the value of the Trigger PLUS. Additionally, if market volatility or these events were to occur on the valuation date,
the calculation agent would maintain discretion to determine whether such market volatility or events have caused a market
disruption event to occur, and such determination would affect the payment at maturity of the Trigger PLUS. If the calculation
agent determines that no market disruption event has taken place, the payment at maturity would

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Morgan Stanley Finance LLC
Trigger PLUS Based on a Basket Consisting of Three Indices and an Exchange-Traded Fund due January 5, 2024
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

be based solely on the published closing price per share of the underlying shares on the valuation date, even if any of the
underlying shares is underperforming the share underlying index or the component securities of the share underlying index
and/or trading below the net asset value per share of the underlying shares.

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The antidilution adjustments the calculation agent is required to make do not cover every event that
c ould a ffe c t t he unde rlying sha re s. MS & Co., as calculation agent, will adjust the adjustment factor for certain events
affecting the underlying shares. However, the calculation agent will not make an adjustment for every event that could affect
the underlying shares. If an event occurs that does not require the calculation agent to adjust the adjustment factor, the market
price of the Trigger PLUS may be materially and adversely affected.

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 basket components, 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 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 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.

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 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 Trigger PLUS, 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 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. Since other broker-
dealers may not 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 to cease making 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 calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he T rigge r PLU S. As calculation agent, MS & Co. has determined the initial basket
component values and the multipliers, will determine the final basket value, including whether the basket has decreased in
value to below the trigger level, and will calculate the basket percent increase or the basket performance factor, as applicable,
and the amount of cash, if any, you will receive at maturity. Moreover, certain determinations made by MS & Co., in its capacity
as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the

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