Obligation Morgan Stanley Financial 0% ( US61768Y3071 ) en USD

Société émettrice Morgan Stanley Financial
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US61768Y3071 ( en USD )
Coupon 0%
Echéance 05/03/2024 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley Finance US61768Y3071 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 3 912 000 USD
Cusip 61768Y307
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's A1 ( Qualité moyenne supérieure )
Description détaillée 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.

Cette analyse détaillée concerne une obligation corporate, identifiée par son code ISIN US61768Y3071 et son code CUSIP 61768Y307, émise par Morgan Stanley Finance. En tant qu'entité émettrice, Morgan Stanley Finance est une filiale de Morgan Stanley, une institution financière mondiale de premier plan, dont l'activité s'étend sur les marchés de capitaux, le conseil financier et la gestion d'actifs, conférant à ses émissions une réputation de solidité et de fiabilité. L'instrument, libellé en dollars américains (USD) et émis depuis les États-Unis, présentait un taux d'intérêt nominal de 0%, le classant comme une obligation à coupon zéro, où le rendement est principalement généré par la différence entre le prix d'achat initial, potentiellement inférieur au pair, et le remboursement à 100% de la valeur nominale à l'échéance. Le volume total de cette émission s'élevait à 3 912 000 USD, avec une taille minimale d'achat fixée à 1 000 USD, la rendant accessible à une diversité d'investisseurs. Initialement structurée avec une fréquence de paiement nominale de deux fois par an pour d'éventuels calculs d'actualisation ou de valorisation, cette obligation est arrivée à sa date de maturité le 5 mars 2024. Conformément à ses termes, elle a été intégralement remboursée et retirée du marché à cette date, matérialisant le retour du capital pour les porteurs. La qualité de crédit de l'émetteur était validée par une notation de A1 attribuée par l'agence Moody's, positionnant cette obligation dans la catégorie d'investissement et reflétant une faible exposition au risque de crédit.







424B2 1 dp108049_424b2-ps1885.htm FORM 424B2
CALCULATION OF REGISTRATION FEE



Maximum Aggregate

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

Fee


Market-Linked Notes due 2024

$3,911,680

$474.10

M a y 2 0 1 9
Pricing Supplement No. 1,885
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 31, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Market-Linked Notes due March 5, 2024
Based on the Value of an Equally Weighted Basket Composed of the S&P 500® Index, the EURO STOXX 50® Index and the
Tokyo Stock Price Index
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
The notes are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. The notes will pay no interest and will have the terms described in the accompanying product supplement, index
supplement and prospectus, as supplemented and modified by this document. At maturity, we will pay per note the stated principal
amount of $10 plus a supplemental redemption amount, if any, based on the value of a basket of three indices on the
determination date. The notes are for investors who are concerned about principal risk but seek a return based on a basket of
equity indices, and who are willing to forgo current income in exchange for the repayment of principal at maturity plus the potential
to receive a supplemental redemption amount, if any. The notes 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
I ssue pric e :
$10 per note
St a t e d princ ipa l a m ount : $10 per note
Aggre ga t e princ ipa l
$3,911,680
a m ount :
Pric ing da t e :
May 31, 2019
Origina l issue da t e :
June 5, 2019 (3 business days after the pricing date)
M a t urit y da t e :
March 5, 2024
I nt e re st :
None
Ba sk e t
I nit ia l
T ic k e r
Ba sk e t :
Ba sk e t c om pone nt *
c om pone nt
inde x
M ult iplie r
sym bol*
w e ight ing
va lue

S&P 500® Index (the "SPX Index")
SPX
33.3333%
2,752.06 0.012112127

EURO STOXX 50® Index (the
SX5E
33.3333%
3,280.43 0.010161259
"SX5E Index")
Tokyo Stock Price Index (the "TPX

TPX
33.3333%
1,512.28 0.022041752
Index")
* Ticker symbols are being provided for reference purposes only. We refer to the SPX Index, the

SX5E Index and the TPX Index, collectively, as the underlying indices.
The payment due at maturity per $10 stated principal amount will equal:
$10 + supplemental redemption amount, if any.
Pa ym e nt a t m a t urit y:
In no event will the payment at maturity be less than the stated principal amount, regardless of
the performance of the underlying indices.
Supple m e nt a l re de m pt ion (i) $10 times (ii) the basket percent change times (iii) the participation rate, provided that the
a m ount :
supplemental redemption amount will not be less than $0.
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Pa rt ic ipa t ion ra t e :
100%
Ba sk e t pe rc e nt c ha nge :
(final basket closing value ­ initial basket value) / initial basket value
List ing:
The notes will not be listed on any securities exchange.

Terms continued on the following page
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Age nt :
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$9.604 per note. See "Investment Summary" on page 3.
pric ing da t e :
Com m issions a nd issue
Age nt 's c om m issions
Pric e t o public
pric e :
a nd fe e s
Proc e e ds t o us(3)
Pe r not e
$10
$0.25(1)



$0.05(2)
$9.70
T ot a l
$3,911,680
$117,350.40
$3,794,329.60
(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will
collectively receive from the agent, MS & Co., a fixed sales commission of $0.25 for each note they sell. See "Supplemental
information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of
Interest)" in the accompanying product supplement for equity-linked notes.
(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each note.
(3) See "Use of proceeds and hedging" on page 19.
T he not e 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 7 .
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 not e 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 not e s a re not ba nk de posit 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, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of
t he N ot e s" a nd "Addit iona l I nform a t ion About t he N ot e s" a t t he e nd of t his doc um e nt .
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the
context requires.
Produc t Supple m e nt for Equit y-Link e d N ot e 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
Market-Linked Notes due March 5, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ®
I nde x a nd t he T ok yo St oc k Pric e I nde x
Terms continued from previous page:
The initial basket value is 100, which is equal to the sum of the products of (i) the initial index value
I nit ia l ba sk e t va lue :
of each basket component, as set forth under "Basket--Initial index value" above, and (ii) the
multiplier for such basket component, as set forth under "Basket--Multiplier" above.
Fina l ba sk e t c losing
The basket closing value on the determination date
va lue :
On any date, the sum of the products of (i) the closing value of each basket component on such
Ba sk e t c losing va lue :
date, and (ii) the multiplier for such basket component.
The multiplier for each basket component was set on the pricing date so that each basket
M ult iplie r:
component represents its applicable basket component weighting in the predetermined initial basket
value of 100. Each multiplier will remain constant for the term of the notes.
February 29, 2024, subject to postponement for non-index business days and certain market
De t e rm ina t ion da t e :
disruption events
CU SI P:
61768Y307
I SI N :
US61768Y3071



May 2019
Page 2
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Morgan Stanley Finance LLC
Market-Linked Notes due March 5, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ®
I nde x a nd t he T ok yo St oc k Pric e I nde x
Investment Summary

M a rk e t -Link e d N ot e s

The Market-Linked Notes due March 5, 2024 Based on the Value of an Equally Weighted Basket Composed of the S&P 500®
Index, the EURO STOXX 50® Index and the Tokyo Stock Price Index (the "notes") offer the potential for a supplemental
redemption amount at maturity based on the closing value of a basket of three indices on the determination date. The notes
provide investors:

¦
an opportunity to gain exposure to the indices comprising the basket

¦
the repayment of principal at maturity

¦
100% participation in any appreciation of the basket over the term of the notes

¦
no exposure to any decline of the final basket closing value below the initial basket value if the notes are held to maturity

At maturity, if the basket percent change is less than or equal to zero, you will receive the stated principal amount of $10 per note,
without any positive return on your investment. All payments on the notes, including the repayment of principal at maturity, are
subject to our credit risk.

M a t urit y:
4 years and 9 months
Pa rt ic ipa t ion ra t e :
100%
I nt e re st :
None

The original issue price of each note is $10. This price includes costs associated with issuing, selling, structuring and hedging the
notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is less than $10. We
estimate that the value of each note on the pricing date is $9.604.

What goes into the estimated value on the pricing date?

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

In determining the economic terms of the notes, including the participation rate, 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 notes
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 notes?

The price at which MS & Co. purchases the notes 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 associated with issuing,
selling, structuring and hedging the notes 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 notes in the secondary market, absent changes in market conditions,
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including those related to the underlying

May 2019
Page 3
Morgan Stanley Finance LLC
Market-Linked Notes due March 5, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ®
I nde x a nd t he T ok yo St oc k Pric e I nde x
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 notes, and, if it once chooses to make a market, may cease doing so
at any time.

May 2019
Page 4
Morgan Stanley Finance LLC
Market-Linked Notes due March 5, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ®
I nde x a nd t he T ok yo St oc k Pric e I nde x
K e y I nve st m e nt Ra t iona le

Market-Linked Notes offer investors exposure to the performance of an equally weighted basket composed of the S&P 500® Index,
the EURO STOXX 50® Index and the Tokyo Stock Price Index and provide for the repayment of principal at maturity. They are for
investors who are concerned about principal risk but seek a return based on a basket of equity indices and who are willing to forgo
current income in exchange for the repayment of principal at maturity plus the potential to receive a supplemental redemption
amount, if any.

Re pa ym e nt of Princ ipa l
The notes offer investors 100% upside exposure to any positive performance of the basket while
providing for the repayment of principal in full at maturity.
U pside Sc e na rio
The basket closing value on the determination date is greater than the initial basket value of 100,
and, at maturity, the notes pay the stated principal amount of $10 plus 100% of the positive percent
change from the initial basket value to the final basket closing value.
Pa r Sc e na rio
The final basket closing value is less than or equal to the initial basket value, and, at maturity, the
notes pay only the stated principal amount of $10.


May 2019
Page 5
Morgan Stanley Finance LLC
Market-Linked Notes due March 5, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ®
I nde x a nd t he T ok yo St oc k Pric e I nde x
Hypothetical Payout on the Notes

At maturity, for each $10 stated principal amount of notes that you hold, you will receive the stated principal amount of $10 plus a
supplemental redemption amount, if any. The supplemental redemption amount will be calculated as follows:

supplemental redemption amount
=
$10 x basket percent change x 100%
In no event will the payment at maturity be less than the stated principal
amount, regardless of the performance of the underlying indices.
where


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basket percent change
=
(final basket closing value ­ initial basket value) / initial basket value
final basket closing value
=
the basket closing value on the determination date.

In no event will the payment at maturity be less than the stated principal amount.

H ypot he t ic a l Pa ym e nt a t M a t urit y

The table below illustrates the payment at maturity for each note for a hypothetical range of basket percent change and does not
cover the complete range of possible payouts at maturity. The table reflects the initial basket value of 100.

Ba sk e t
Fina l ba sk e t
St a t e d
Pa rt ic ipa t ion
Supple m e nt a l
Pa ym e nt a t
Re t urn on $ 1 0
pe rc e nt
c losing va lue
princ ipa l
ra t e
re de m pt ion a m ount
m a t urit y
not e
c ha nge
a m ount
80.00%
180.00
$10
100%
$8.00
$18.00
80.00%
70.00%
170.00
$10
100%
$7.00
$17.00
70.00%
60.00%
160.00
$10
100%
$6.00
$16.00
60.00%
40.00%
140.00
$10
100%
$4.00
$14.00
40.00%
20.00%
120.00
$10
100%
$2.00
$12.00
20.00%
10.00%
110.00
$10
100%
$1.00
$11.00
10.00%
5.00%
105.00
$10
100%
$0.50
$10.50
5.00%
0%
100
$10
N/A
$0
$10
0%
­10%
90
$10
N/A
$0
$10
0%
­20%
80
$10
N/A
$0
$10
0%
­30%
70
$10
N/A
$0
$10
0%
­40%
60
$10
N/A
$0
$10
0%
­50%
50
$10
N/A
$0
$10
0%
­60%
40
$10
N/A
$0
$10
0%
­70%
30
$10
N/A
$0
$10
0%
­80%
20
$10
N/A
$0
$10
0%
­90%
10
$10
N/A
$0
$10
0%
­100%
0
$10
N/A
$0
$10
0%
May 2019
Page 6
Morgan Stanley Finance LLC
Market-Linked Notes due March 5, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ®
I nde x a nd t he T ok yo St oc k Pric e I nde x
Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. For further discussion of these and other
risks you should read the section entitled "Risk Factors" in the accompanying product supplement, index supplement and
prospectus. You should also consult with your investment, legal, tax, accounting and other advisers in connection with your
investment in the notes.

¦
T he not e s do not pa y int e re st a nd m a y not pa y m ore t ha n t he st a t e d princ ipa l a m ount a t m a t urit y. If the
basket percent change is less than or equal to zero, you will receive only the stated principal amount of $10 for each note you
hold at maturity. As the notes do not pay any interest, if the final basket closing value is not sufficiently higher than the initial
basket value, the overall return on the notes (the effective yield to maturity) may be less than the amount that would be paid on
a conventional debt security of ours of comparable maturity. The notes have been designed for investors who are willing to
forgo market floating interest rates in exchange for a supplemental redemption amount, if any, based on the basket closing
value on the determination date.

¦
Cha nge s in t he va lue of t he ba sk e t c om pone nt s m a y offse t e a c h ot he r. Price movements in the basket
components may not correlate with each other. At a time when the price of one basket component increases, the prices of the
other basket components may decline in value. Therefore, in calculating the payment at maturity, increases in the price of one
basket component may be moderated, or wholly offset, by declines in the prices of the other basket components.

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¦
T he m a rk e t pric e of t he not e s w ill be influe nc e d by m a ny unpre dic t a ble fa c t ors. Several factors, many of
which are beyond our control, will influence the value of the notes in the secondary market and the price at which MS & Co.
may be willing to purchase or sell the notes in the secondary market, including the values of the basket components at any
time, the volatility (frequency and magnitude of changes in value) of the underlying indices, dividend rate on the stocks
underlying the underlying indices, interest and yield rates in the market, time remaining until the notes mature, geopolitical
conditions and economic, financial, political, regulatory or judicial events that affect the underlying indices or equities markets
generally and which may affect the closing values of the underlying indices on any determination date and the actual or
anticipated changes in our credit ratings or credit spreads. The values of the underlying indices may be, and have recently
been, volatile, and we can give you no assurance that the volatility will lessen. See "Historical Information" below. You may
receive less, and possibly significantly less, than the stated principal amount per note if you try to sell your notes prior to
maturity.

¦
T he re a re risk s a ssoc ia t e d w it h inve st m e nt s in not e s link e d t o t he va lue of fore ign e quit y se c urit ie s. As
the EURO STOXX 50® Index and the Tokyo Stock Price Index are underlying indices, the notes are linked to the value of
foreign equity securities. Investments in notes linked to the value of 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
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. 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 favorably or 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.

¦
T he not e s a re subje c t t o our c re dit risk , a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o our c re dit 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 not e s. You are dependent on our ability to pay

May 2019
Page 7
Morgan Stanley Finance LLC
Market-Linked Notes due March 5, 2024
Ba se d on t he V a lue of a n Equa lly We ight e d Ba sk e t Com pose d of t he S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ®
I nde x a nd t he T ok yo St oc k Pric e I nde x
all amounts due on the notes at maturity and therefore you are subject to our credit risk. The notes are not guaranteed by any
other entity. If we default on our obligations under the notes, your investment would be at risk and you could lose some or all
of your investment. As a result, the market value of the notes 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 notes.

¦
As a fina nc e subsidia ry, M SFL ha s no inde pe nde nt ope ra t ions a nd w ill ha ve no inde pe nde nt a sse t s. 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.

¦
T he a m ount pa ya ble on t he not e s is not link e d t o t he va lue of t he unde rlying indic e s a t a ny t im e ot he r
t ha n t he de t e rm ina t ion da t e . The amount payable on the notes will be based on the basket closing value on the
determination 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 determination date but then drops by the determination 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
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during the term of the notes may be higher than the final basket closing value, the payment at maturity will be based solely on
the final basket closing value.

¦
T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r
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 not e 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 not e s, c a use t he e st im a t e d va lue of t he not e 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 notes 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 notes in the original issue price and the lower rate we
are willing to pay as issuer make the economic terms of the notes less favorable to you than they otherwise would be.

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

¦
T he e st im a t e d va lue of t he not e s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls, 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

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I nde x a nd t he T ok yo St oc k Pric e I nde x
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 notes than those generated by
others, including other dealers in the market, if they attempted to value the notes. 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 notes in the secondary market (if any exists) at any time. The value of your notes at any time after the date of
this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions. See also "The market price of the notes will be influenced by many unpredictable factors" above.

¦
Adjust m e nt s t o t he ba sk e t c om pone nt s c ould a dve rse ly a ffe c t t he va lue of t he not e s. The index publisher of
a basket component can add, delete or substitute the stocks underlying basket component, and can make other methodological
changes that could change the value of such basket component. Any of these actions could adversely affect the value of the
notes. In addition the index publisher of a basket component may discontinue or suspend calculation or publication of such
basket component at any time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to
substitute a successor index that is comparable to the discontinued basket component and is permitted to consider indices that
are calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that there is no appropriate successor
index on the determination date, the index closing value on such determination date will be an amount based on the stocks
underlying the discontinued index at the time of such discontinuance, without rebalancing or substitution, computed by MS &
Co, as calculation agent, in accordance with the formula for calculating the index closing value last in effect prior to
discontinuance of the index.

¦
I nve st ing in t he not e s is not e quiva le nt t o inve st ing in t he ba sk e t c om pone nt s; you ha ve no sha re holde r
or ot he r right s in t he ba sk e t c om pone nt s a nd a re e x pose d t o our c re dit risk . Investing in the notes is not
equivalent to investing in the basket components. As an investor in the notes, you will not have voting rights or the right to
receive dividends or other distributions or any other rights with respect to the component stocks of either basket component.
Furthermore, investing in the notes is not equivalent to investing in the basket components or their component stocks. The
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notes will provide less opportunity for appreciation than an investment in a similar security that is directly linked to the
appreciation of the basket and is not subject to a maximum return. In addition, you are subject to our credit risk.

¦
T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d. The notes
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS & Co.
may, but is not obligated to, make a market in the notes 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 notes, 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 notes. Even if there is a secondary market, it may not provide enough liquidity to allow
you to trade or sell the notes easily. Since other broker-dealers may not participate significantly in the secondary market for the
notes, the price at which you may be able to trade your notes 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 notes, it is likely that there would be no
secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.

¦
T he c a lc ula t ion a ge nt , w hic h is a subsidia ry of M orga n St a nle y a nd a n a ffilia t e of M SFL, w ill m a k e
de t e rm ina t ions w it h re spe c t t o t he not e s. As calculation agent, MS & Co. has determined the initial index value and
multiplier for each basket component, will determine the final basket closing value and the basket percent change and will
calculate the amount of cash you will receive at maturity. Moreover, certain determinations made by MS & Co., in its capacity
as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the
occurrence or non-occurrence of market disruption events and the selection of a successor index or calculation of the basket
closing value in the event of a

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I nde x a nd t he T ok yo St oc k Pric e I nde x
discontinuance of any basket component or a market disruption event with respect to any basket component. These potentially
subjective determinations may affect the payout to you at maturity. For further information regarding these types of
determinations, see "Description of Equity-Linked Notes--Supplemental Redemption Amount," "--Calculation Agent and
Calculations," "--Alternate Exchange Calculation in the Case of an Event of Default" and "--Discontinuance of Any Underlying
Index; Alteration of Method of Calculation" in the accompanying product supplement. In addition, MS & Co. has determined the
estimated value of the notes on the pricing date.

¦
H e dging a nd t ra ding a c t ivit y by our a ffilia t e s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he not e s.
One or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging activities related
to the notes (and to other instruments linked to the underlying indices or their component stocks), including trading in the
component stocks of the underlying indices and in other instruments related to the underlying indices. As a result, these entities
may be unwinding or adjusting hedge positions during the term of the notes, 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
component stocks of the underlying indices and other financial instruments related to the underlying indices on a regular basis
as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing
date could have increased the initial index values, and, therefore, could have increased the values at or above which the
underlying indices must close on the determination date before an investor receives a payment at maturity that exceeds the
stated principal amount of the notes. Additionally, such hedging or trading activities during the term of the notes, including on
the determination date, could adversely affect the closing values of the underlying indices on such determination date, and,
accordingly, the amount of cash an investor will receive at maturity.

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I nde x a nd t he T ok yo St oc k Pric e I nde x
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Basket Overview

S& P 5 0 0 ® I nde x

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.

"Standard & Poor's®," "S&P®," "S&P 500®," "Standard & Poor's 500" and "500" are trademarks of Standard and Poor's Financial
Services LLC. See "S&P 500® Index" in the accompanying index supplement.

EU RO ST OX X 5 0 ® I nde x

The EURO STOXX 50® Index was created by STOXX® Limited, which is owned by Deutsche Börse AG and SIX Group AG.
Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at December 31,
1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600
Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and
represent the largest companies across all market sectors. For additional information about the EURO STOXX 50®Index, see the
information set forth under "EURO STOXX 50® Index" in the accompanying index supplement.

"EURO STOXX 50®" and "STOXX®" are registered trademarks of STOXX Limited. For more information, see "EURO STOXX
50® Index" in the accompanying index supplement.

T ok yo St oc k Pric e I nde x

The Tokyo Stock Price Index (the "TOPIX Index®") is published by Tokyo Stock Exchange, Inc. ("TSE"). The TOPIX Index® was
developed by the TSE. Publication of the TOPIX Index® began on July 1, 1969, based on a base index value of 100 as of January
4, 1968. The TSE domestic stock market is divided into two sections: the First Section and the Second Section. Listings of stocks
on the TSE are divided between these two sections, with stocks listed on the First Section typically being limited to larger, longer
established and more actively traded issues and the Second Section to smaller and newly listed companies. The component stocks
of the TOPIX Index® consist of all domestic common stocks listed on the First Section of the TSE. The TOPIX Index® is computed
and published every second via TSE's Market Information System, and is reported to securities companies across Japan and
available worldwide through computerized information networks. For additional information about the Tokyo Stock Price Index, see
the information set forth under "Tokyo Stock Price Index" in the accompanying index supplement

TOPIX®" and "TOPIX Index®" are trademarks of the TSE. For more information, see "Tokyo Stock Price Index" in the
accompanying index supplement.

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I nde x a nd t he T ok yo St oc k Pric e I nde x
Information as of market close on May 31, 2019:

Ba sk e t Com pone nt I nform a t ion a s of M a y 3 1 , 2 0 1 9

T ic k e r
Curre nt Ba sk e t
5 2 We e k s
5 2 We e k H igh
5 2 We e k Low
Sym bol
Com pone nt
Ago
Closing V a lue
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S& P 5 0 0 ® I nde x
SPX
2,752.06
2,705.27
2,945.83 (on 4/30/2019)
2,351.10 (on 12/24/2018)
EU RO ST OX X
SX 5 E
3,280.43
3,406.65
3,527.18 (on 7/27/2018)
2,937.36 (on 12/27/2018)
5 0 ® I nde x
T ok yo St oc k
T PX
1,512.28
1,747.45
1,824.03 (on 10/2/2018)
1,415.55 (on 12/25/2018)
Pric e I nde x

The following graph is calculated based on an initial basket value of 100 on January 1, 2014 (assuming that each basket
component is weighted as described in "Basket" on the cover page) and illustrates the effect of the offset and/or correlation among
the basket components during such period. The graph does not take into account the terms of the notes, nor does it attempt to
show in any way your expected return on an investment in the notes. The historical performance of the basket should not be taken
as an indication of its future performance.

Ba sk e t H ist oric a l Pe rform a nc e
J a nua ry 1 , 2 0 1 4 t o M a y 3 1 , 2 0 1 9
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I nde x a nd t he T ok yo St oc k Pric e I nde x
Historical Information

The following tables set forth the published high and low closing values as well as end-of-quarter closing values for each of the
basket components for each quarter in the period from January 1, 2014 through May 31, 2019. The closing values on May 31,
2019 were (i) in the case of the SPX Index, 2,752.06, (ii) in the case of the SX5E Index, 3,280.43, and (iii) in the case of the TPX
Index, 1,512.28. The related graphs set forth the daily closing values for each of the basket components in the same period. We
obtained the information in the tables and graphs below from Bloomberg Financial Markets, without independent verification. The
historical information of the basket components should not be taken as an indication of their future performance, and no assurance
can be given as to the basket closing value on the determination date.

S& P 5 0 0 ® I nde x
High
Low
Period End
2 0 1 4



First Quarter
1,878.04
1,741.89
1,872.34
Second Quarter
1,962.87
1,815.69
1,960.23
Third Quarter
2,011.36
1,909.57
1,972.29
Fourth Quarter
2,090.57
1,862.49
2,058.90
2 0 1 5



First Quarter
2,117.39
1,992.67
2,067.89
Second Quarter
2,130.82
2,057.64
2,063.11
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