Obligation Morgan Stanley Financial 0% ( US61769HRC15 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61769HRC15 ( en USD )

28/08/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HRC15 en USD 0%, échue

1 000 USD

1 455 000 USD

61769HRC1

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 US61769HRC15, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/08/2024

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769HRC15, a été notée NR par l'agence de notation Moody's.

424B2 1 dp111639_424b2-ps2413.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Dual Directional Trigger Performance

$1,455,000

$176.35
Leveraged Upside Securities due 2024

August 2 0 1 9
Pricing Supplement No. 2,413
Registration Statement Nos. 333-221595; 333-221595-01
Dated August 23, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due
August 28, 2024
Trigger Performance Leveraged Upside SecuritiesSM
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 Dual Directional Trigger PLUS, or "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 Dow Jones Industrial AverageSM, which we refer to
as the underlying index, 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 underlying index. If the underlying index has de pre c ia t e d in value but by no more than
30%, investors will receive the stated principal amount of their investment plus an unleveraged positive return equal to the absolute
value of the percentage decline, which will effectively be limited to a positive 30% return. However, if the underlying index has
de pre c ia t e d in value by more than 30%, investors will be negatively exposed to the full amount of the percentage decline in the
underlying index and will lose 1% of the stated principal amount for every 1% of decline, without any buffer. The Trigger PLUS are
for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income in exchange
for the upside leverage and absolute return features that in each case apply to a limited range of performance of the underlying
index. 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. These long-dated Trigger PLUS are
notes issued as part of MSFL's Series A Global Medium-Term Notes program.
The Trigger PLUS differ from the PLUS described in the accompanying product supplement for PLUS in that the Trigger PLUS
offer the potential for a positive return at maturity if the underlying index depreciates by up to 30%. The Trigger PLUS are not the
Buffered PLUS described in the accompanying product supplement for PLUS. Unlike the Buffered PLUS, the Trigger PLUS do not
provide any protection if the underlying index depreciates by more than 30%.
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 :
August 28, 2024
August 23, 2024, subject to postponement for non-index business days and certain market
V a lua t ion da t e :
disruption events
U nde rlying inde x :
Dow Jones Industrial AverageSM
Aggre ga t e princ ipa l a m ount :
$1,455,000
Pa ym e nt a t m a t urit y:
If the final index value is greater than the initial index value:
$1,000 + leveraged upside payment
If the final index value is less than or equal to the initial index value but is greater than or
equal to the trigger level:
$1,000 + ($1,000 x absolute index return)
In this scenario, you will receive a 1% positive return on the Trigger PLUS for each 1%
negative return on the underlying index. In no event will this amount exceed the stated
principal amount plus $300.
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If the final index value is less than the trigger level:
$1,000 × index 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 30%, and possibly all, of your
investment.
Le ve ra ge d upside pa ym e nt :
$1,000 x leverage factor x index percent change
Le ve ra ge fa c t or:
132%
I nde x pe rc e nt c ha nge :
(final index value initial index value) / initial index value
Absolut e inde x re t urn:
The absolute value of the index percent change. For example, a 5% index percent change
will result in a +5% absolute index return.
I nde x pe rform a nc e fa c t or:
final index value / initial index value
I nit ia l inde x va lue :
25,628.90, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
T rigge r le ve l:
17,940.230, which is 70% of the initial index value
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 :
August 23, 2019
Origina l issue da t e :
August 28, 2019 (3 business days after the pricing date)
CU SI P / I SI N :
61769HRC1 / US61769HRC15
List ing:
The Trigger PLUS will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley and
an affiliate of MSFL. See "Supplemental information regarding plan of distribution; conflicts of
interest."
Est im a t e d va lue on t he
$961.60 per Trigger PLUS. See "Investment Summary" on page 2.
pric ing da t e :
Com m issions a nd issue pric e :
Pric e t o public
Age nt 's c om m issions a nd
Proc e e ds t o us(2)
fe e s (1)
Pe r T rigge r PLU S
$1,000
$22.50
$977.50
T ot a l
$1,455,000
$32,737.50
$1,422,262.50
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of
$22.50 for each Trigger PLUS 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 PLUS.
(2) See "Use of proceeds and hedging" on page 14.
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 6 .
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 T e rm s of
t he T rigge r PLU S" a nd "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 .
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
Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due August 28, 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
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Princ ipa l a t Risk Se c urit ie s

The Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due August 28, 2024 (the
"Trigger PLUS") can be used:

As an alternative to direct exposure to the underlying index that enhances returns for any positive performance of the
underlying index.

To obtain an unleveraged positive return for a limited range of negative performance of the underlying index.

To enhance returns and potentially outperform the underlying index in a moderately bullish or moderately bearish scenario.

M a t urit y:
5 years
Le ve ra ge fa c t or:
132% (applicable only if the final index value is greater than the initial index
value)
M inim um pa ym e nt a t
None. Investors may lose their entire initial investment in the Trigger PLUS.
m a t urit y:
T rigge r le ve l:
70% of the initial index value
Coupon:
None
List ing:
The Trigger PLUS will not be listed on any securities exchange
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 $961.60.

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 index. The estimated value of the Trigger PLUS is determined using our
own pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the
underlying index, volatility and other factors including current and expected interest rates, as well as an interest rate related to our
secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary
market.

What determines the economic terms of the 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 underlying index, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing,
selling, structuring and hedging the 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 index, and to our secondary market credit spreads, it would do so based on
values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account
statements.

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

August 2019
Page 2
Morgan Stanley Finance LLC
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Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due August 28, 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 the potential for a positive return at maturity based on the absolute value of a limited range of percentage
changes of the underlying index. At maturity, if the underlying index has a ppre c ia t e d in value, investors will receive the stated
principal amount of their investment plus leveraged upside performance of the underlying index. If the underlying index has
de pre c ia t e d in value but by no more than 30%, investors will receive the stated principal amount of their investment plus an
unleveraged positive return equal to the absolute value of the percentage decline, which will effectively be limited to a positive 30%
return. However, if the underlying index has de pre c ia t e d in value by more than 30%, investors will be negatively exposed to the
full amount of the percentage decline in the underlying index and will lose 1% of the stated principal amount for every 1% of
decline, without any buffer. 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. All payments on
the Trigger PLUS are subject to our credit risk.

Le ve ra ge d U pside The Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a direct
Pe rform a nc e
investment in the underlying index.
Absolut e Re t urn
The Trigger PLUS enable investors to obtain an unleveraged positive return if the final index value is less
Fe a t ure
than or equal to the initial index value but is greater than or equal to the trigger level.
The final index value is greater than the initial index value, and, at maturity, you receive a full return of
U pside Sc e na rio if principal as well as 132% of the increase in the value of the underlying index. For example, if the final
t he U nde rlying
index value is 10% greater than the initial index value, the Trigger PLUS will provide a total return of
I nde x Appre c ia t e s 13.20% at maturity.
The final index value is less than or equal to the initial index value but is greater than or equal to the
trigger level, which is 70% of the initial index value. In this case, you receive a 1% positive return on the
Absolut e Re t urn
Trigger PLUS for each 1% negative return on the underlying index. For example, if the final index value is
Sc e na rio
10% less than the initial index value, the Trigger PLUS will provide a total positive return of 10% at
maturity. The maximum return you may receive in this scenario is a positive 30% return at maturity.
The final index value is less than the trigger level. In this case, the Trigger PLUS redeem for at least 30%
less than the stated principal amount, and this decrease will be by an amount proportionate to the full
decline in the value of the underlying index over the term of the Trigger PLUS. Under these
Dow nside
circumstances, the payment at maturity will be less than 70% of the stated principal amount per Trigger
Sc e na rio
PLUS. For example, if the final index value is 75% less than the initial index value, the Trigger PLUS will
be redeemed at maturity for a loss of 75% of principal at $250, or 25% of the stated principal
amount. T he re is no m inim um pa ym e nt a t m a t urit y on t he T rigge r PLU S, a nd you c ould
lose your e nt ire inve st m e nt .

August 2019
Page 3
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due August 28, 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:
132%
T rigge r le ve l:
70% of the initial index value
M inim um pa ym e nt a t m a t urit y: None

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T rigge r PLU S Pa yoff Dia gra m

See the next page for a description of how the Trigger PLUS work.

August 2019
Page 4
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due August 28, 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
H ow it w ork s

Upside Scenario if the Underlying Index Appreciates. If the final index value is greater than the initial index value,
the investor would receive the $1,000 stated principal amount plus 132% of the appreciation of the underlying index over the
term of the Trigger PLUS.

If the underlying index appreciates 10%, the investor would receive a 13.20% return, or $1,132 per Trigger PLUS.

Absolute Return Scenario. If the final index value is less than or equal to the initial index value and is greater than or
equal to the trigger level of 70% of the initial index value, the investor would receive a 1% positive return on the Trigger PLUS
for each 1% negative return on the underlying index.

If the underlying index depreciates 10%, the investor would receive a 10% return, or $1,100 per Trigger PLUS.

The maximum return you may receive in this scenario is a positive 30% return at maturity.

Dow nside Scenario. If the final index value is less than the trigger level of 70% of the initial index value, the investor would
receive an amount less than the $1,000 stated principal amount, based on a 1% loss of principal for each 1% decline in the
underlying index. Under these circumstances, the payment at maturity will be less than 70% of the stated principal amount per
Trigger PLUS. There is no minimum payment at maturity on the Trigger PLUS.
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If the underlying index depreciates 75%, the investor would lose 75% of the investor's principal and receive only $250 per
Trigger PLUS at maturity, or 25% of the stated principal amount.

August 2019
Page 5
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due August 28, 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. 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 the payment of any principal
amount at maturity. If the final index value is less than the trigger level (which is 70% of the initial index value), the absolute
return feature will no longer be available and the payout at maturity will be an amount in cash that is at least 30% 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 value of the underlying index over the term of the Trigger PLUS, without any buffer. There is no
minimum payment at maturity on the Trigger PLUS, and, accordingly, you could lose your entire initial investment in the Trigger
PLUS.

The market price of the Trigger PLUS 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 (including
whether the value is below the trigger level), volatility (frequency and magnitude of changes in value) and dividend yield of the
underlying index, interest and yield rates in the market, time remaining until the Trigger PLUS mature, geopolitical conditions
and economic, financial, political, regulatory or judicial events that affect the underlying index or equities markets generally and
which may affect the final index value of the underlying index, and any actual or anticipated changes in our credit ratings or
credit spreads. Generally, the longer the time remaining to maturity, the more the market price of the Trigger PLUS will be
affected by the other factors described above. The level of the underlying index may be, and has recently been, volatile, and
we can give you no assurance that the volatility will lessen. See "Dow Jones Industrial AverageSM 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. If we default
on its 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 amount payable on the Trigger PLUS is not linked to the value of the underlying index at any time
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ot he r t ha n t he va lua t ion da t e . The final index value will be based on the index closing value on the valuation date,
subject to postponement for non-index business days and certain market disruption events. Even if the value of the underlying
index appreciates prior to the valuation date but then drops by the valuation date, the payment at maturity may be less, and
may be significantly less, than it would have been had the payment at maturity been

August 2019
Page 6
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due August 28, 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
linked to the value of the underlying index prior to such drop. Although the actual value of the underlying index on the stated
maturity date or at other times during the term of the Trigger PLUS may be higher than the final index value, the payment at
maturity will be based solely on the index closing value on the valuation date.

Investing in the Trigger PLUS is not equivalent to investing in the underlying index. Investing in the Trigger
PLUS is not equivalent to investing in the underlying index or its component stocks. 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 the stocks that constitute the
underlying index.

Adjustments to the underlying index could adversely affect the value of the Trigger PLUS. The underlying
index publisher may add, delete or substitute the stocks constituting the underlying index or make other methodological
changes that could change the value of the underlying index. The underlying index publisher may discontinue or suspend
calculation or publication of the underlying index at any time. In these circumstances, the calculation agent will have the sole
discretion to substitute a successor index that is comparable to the discontinued underlying index and 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 index, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those
higher values will also be reflected in your brokerage account statements.

The estimated value of the 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
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creditworthiness and changes in market conditions. See also "The market price of the Trigger PLUS 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

August 2019
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due August 28, 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
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 index
value and the trigger level, will determine the final index value, including whether the value of the underlying index has
decreased to below the trigger level, and will calculate the amount of cash you receive at maturity, if any. Moreover, certain
determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make
subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and the selection
of a successor index or calculation of the final index value in the event of a market disruption event or discontinuance of the
underlying index. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For
further information regarding these types of determinations, see "Description of PLUS--Postponement of Valuation Date(s)," "--
Alternate Exchange Calculation in case of an Event of Default" and "--Calculation Agent and Calculations" in the
accompanying product supplement. In addition, MS & Co. has determined the estimated value of the Trigger PLUS on the
pricing date.

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
related to the Trigger PLUS (and to other instruments linked to the underlying index or its component stocks), including trading
in the stocks that constitute the underlying index as well as in other instruments related to the underlying index. As a result,
these entities may be unwinding or adjusting hedge positions during the term of the Trigger PLUS, and the hedging strategy
may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. Some of our
affiliates also trade the stocks that constitute the underlying index and other financial instruments related to the underlying index
on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or
prior to the pricing date could have increased the initial index value, and, therefore, could have increased the trigger level,
which is the value at or above which the underlying index must close on the valuation date so that investors do not suffer a
significant loss on their initial investment in the Trigger PLUS. Additionally, such hedging or trading activities during the term of
the Trigger PLUS, including on the valuation date, could adversely affect the value of the underlying index on the valuation
date, and, accordingly, the amount of cash an investor will receive at maturity, if any.

The U.S. federal income tax consequences of an investment in the Trigger PLUS are uncertain. Please
read the discussion under "Additional Information--Tax considerations" in this document and the discussion under "United
States Federal Taxation" in the accompanying product supplement for PLUS (together, the "Tax Disclosure Sections")
concerning the U.S. federal income tax consequences of an investment in the Trigger PLUS. If the Internal Revenue Service
(the "IRS") were successful in asserting an alternative treatment, the timing and character of income on the Trigger PLUS might
differ significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment,
the IRS could seek to recharacterize the Trigger PLUS as debt instruments. In that event, U.S. Holders would be required to
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accrue into income original issue discount on the Trigger PLUS every year at a "comparable yield" determined at the time of
issuance and recognize all income and gain in respect of the Trigger PLUS as ordinary income. Additionally, as discussed
under "United States Federal Taxation--FATCA" in the accompanying product supplement for PLUS, the withholding rules
commonly referred to as "FATCA" would apply to the Trigger PLUS if they were recharacterized as debt instruments. However,
recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization)
eliminate the withholding requirement on payments of gross proceeds of a taxable disposition (other than amounts treated as
"FDAP income," as defined in the accompanying product supplement for PLUS). The risk that financial instruments providing for
buffers, triggers or similar downside protection features, such as the Trigger PLUS, would be recharacterized as debt is greater
than the risk of recharacterization for comparable financial

August 2019
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due August 28, 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
instruments that do not have such features. We do not plan to request a ruling from the IRS regarding the tax treatment of the
Trigger PLUS, and the IRS or a court may not agree with the tax treatment described in the Tax Disclosure Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders
of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be
subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the
nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any
mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or
should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain long-term
capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could
materially and adversely affect the tax consequences of an investment in the Trigger PLUS, possibly with retroactive effect.
Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an
investment in the Trigger PLUS, including possible alternative treatments, the issues presented by this notice and any tax
consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

August 2019
Page 9
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due August 28, 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
Dow Jones Industrial AverageSM Overview

The Dow Jones Industrial AverageSM is a price-weighted index composed of 30 common stocks that is published by S&P Dow
Jones Indices LLC, the marketing name and a licensed trademark of CME Group Inc., as representative of the broad market of
U.S. industry. For additional information about the Dow Jones Industrial AverageSM, see the information set forth under "Dow
Jones Industrial AverageSM" in the accompanying index supplement.

Information as of market close on August 23, 2019:

Bloom be rg T ic k e r Sym bol:
INDU
Curre nt I nde x V a lue :
25,628.90
5 2 We e k s Ago:
25,656.98
5 2 We e k H igh (on
27,359.16
7 /1 5 /2 0 1 9 ):
5 2 We e k Low (on
21,792.20
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1 2 /2 4 /2 0 1 8 ):

The following graph sets forth the daily index closing values of the underlying index for each quarter in the period from January 1,
2014 through August 23, 2019. The related table sets forth the published high and low closing values, as well as end-of-quarter
closing values, of the underlying index for each quarter in the same period. The index closing value of the underlying index on
August 23, 2019 was 25,628.90. We obtained the information in the table and graph below from Bloomberg Financial Markets,
without independent verification. The underlying index has at times experienced periods of high volatility. You should not take the
historical values of the underlying index as an indication of its future performance, and no assurance can be given as to the index
closing value of the underlying index on the valuation date.

Dow J one s I ndust ria l Ave ra ge SM
Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 4 t o August 2 3 , 2 0 1 9
August 2019
Page 10
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the Dow Jones Industrial AverageSM due August 28, 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
Dow J one s I ndust ria l Ave ra ge SM
H igh
Low
Pe riod End
2 0 1 4

First Quarter
16,530.94
15,372.80
16,457.66
Second Quarter
16,947.08
16,026.75
16,826.60
Third Quarter
17,279.74
16,368.27
17,042.90
Fourth Quarter
18,053.71
16,117.24
17,823.07
2 0 1 5

First Quarter
18,288.63
17,164.95
17,776.12
Second Quarter
18,312.39
17,596.35
17,619.51
Third Quarter
18,120.25
15,666.44
16,284.70
Fourth Quarter
17,918.15
16,272.01
17,425.03
2 0 1 6

First Quarter
17,716.66
15,660.18
17,685.09
Second Quarter
18,096.27
17,140.24
17,929.99
Third Quarter
18,636.05
17,840.62
18,308.15
Fourth Quarter
19,974.62
17,888.28
19,762.60
2 0 1 7

First Quarter
21,115.55
19,732.40
20,663.22
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