Obligation Morgan Stanley Financial 0% ( US61769Q2460 ) en USD

Morgan Stanley Financial

24.265 % ⇌

Etas-Unis

US61769Q2460 ( en USD )

31/07/2029

Prospectus brochure de l'obligation Morgan Stanley Finance US61769Q2460 en USD 0%, échéance 31/07/2029

1 000 USD

9 620 000 USD

61769Q246

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 US61769Q2460, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2029

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769Q2460, a été notée NR par l'agence de notation Moody's.

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424B2 1 dp110360_424b2-ps2229.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Trigger GEARS Securities due 2029
$9,619,810
$1,165.92

Pricing Supplement No. 2,229
Registration Statement Nos. 333-221595; 333-221595-01
Dated July 26, 2019
Filed Pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC $9,619,810 Trigger GEARS
Linked to the S&P 500® Index due July 31, 2029
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
Investment Description
These Trigger GEARS (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan Stanley
Finance LLC ("MSFL") and ful y and unconditional y guaranteed by Morgan Stanley with returns linked to the performance
of the S&P 500® Index (the "Underlying"). If the Underlying Return is greater than zero, MSFL wil pay the Principal
Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied by (i ) the Underlying Return
multiplied by (i i) the Upside Gearing of 1.70. If the Underlying Return is less than or equal to zero, MSFL wil either pay the
ful Principal Amount at maturity, or, if the Final Level is less than the Downside Threshold, MSFL wil pay significantly less
than the ful Principal Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative
Underlying Return. These long-dated Securities are for investors who seek an equity index-based return and who are
wil ing to risk a loss on their principal and forgo current income in exchange for the Upside Gearing feature and the
contingent repayment of principal, which applies only if the Final Level is not less than the Downside Threshold, each as
applicable at maturity. Investing in the Securities involves significant risks. You will not receive interest or dividend
payments during the term of the Securities. You may lose a significant portion or all of your Principal Amount.
The contingent repayment of principal applies only if you hold the Securities to maturity.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your
investment. These Securities are not secured obligations and you will not have any security interest in, or
otherwise have any access to, any underlying reference asset or assets.

Features
Key Dates
q Enhanced Growth Potential: If the Underlying Return
Trade Date
July 26, 2019
is greater than zero, the Upside Gearing feature wil
Settlement Date
July 31, 2019
provide leveraged exposure to the positive
Final Valuation Date*
July 26, 2029
performance of the Underlying, and MSFL wil pay the
Maturity Date*
July 31, 2029
Principal Amount at maturity plus pay a return equal to

the Underlying Return multiplied by the Upside
*Subject to postponement in the event of a Market
Gearing. If the Underlying Return is less than zero,
Disruption Event or for non-Index Business Days. See
investors may be exposed to the negative Underlying
"Postponement of Final Valuation Date and Maturity Date"
Return at maturity.
under "Additional Terms of the Securities."
q Contingent Repayment of Principal at Maturity: If
the Underlying Return is equal to or less than zero and
the Final Level is not less than the Downside
Threshold, MSFL wil pay the Principal Amount at
maturity. However, if the Final Level is less than the
Downside Threshold, MSFL wil pay less than the ful
Principal Amount, if anything, resulting in a significant
loss of principal that is proportionate to the negative
Underlying Return. The contingent repayment of
principal applies only if you hold the Securities to
maturity. Any payment on the Securities, including any
repayment of principal, is subject to our
creditworthiness.

THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF
THE SECURITIES MAY NOT OBLIGATE US TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES. THE
SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, WHICH CAN RESULT IN A
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LOSS OF A SIGNIFICANT PORTION OR ALL OF YOUR INVESTMENT AT MATURITY. THIS MARKET RISK IS IN
ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING OUR DEBT OBLIGATIONS. YOU SHOULD NOT
PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE
SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES. THE SECURITIES WILL NOT BE LISTED ON
ANY SECURITIES EXCHANGE.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ``KEY RISKS'' BEGINNING ON PAGE 5 OF
THIS PRICING SUPPLEMENT IN CONNECTION WITH YOUR PURCHASE OF THE SECURITIES. EVENTS RELATING
TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET
VALUE OF, AND THE RETURN ON, YOUR SECURITIES.
Security Offering
We are offering Trigger GEARS linked to the S&P 500® Index. The Securities are not subject to a predetermined
maximum gain and, accordingly, any return at maturity wil be determined by the performance of the Underlying. The
Securities are offered at a minimum investment of 100 Securities at the Price to Public listed below.
Upside
Underlying
Initial Level
Gearing
Downside Threshold
CUSIP
ISIN
S&P 500® Index
3,025.86
1.70
1,966.81, which is approximately 65% 61769Q246 US61769Q2460
of the Initial Level
See "Additional Information about Morgan Stanley, MSFL and the Securities" on page 2. The Securities will have
the terms set forth in the accompanying prospectus, prospectus supplement and index supplement and this
pricing supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
Securities or passed upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus
supplement, index supplement and prospectus. Any representation to the contrary is a criminal offense. The Securities are
not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.
Estimated value on the Trade Date
$9.21 per Security. See "Additional Information about Morgan Stanley, MSFL
and the Securities" on page 2.
Underwriting

Price to Public
Discount(1)
Proceeds to Us(2)
Per Security
$10.00
$0.50
$9.50
Total
$9,619,810
$480,990.50
$9,138,819.50
(1) UBS Financial Services Inc., acting as dealer, wil receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $0.50 for each
Security it sel s. For more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 22 of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 21.
The agent for this offering, Morgan Stanley & Co. LLC, is our affiliate and a whol y owned subsidiary of Morgan Stanley.
See "Supplemental Plan of Distribution; Conflicts of Interest" on page 22 of this pricing supplement.
Morgan Stanley
UBS Financial Services Inc.

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Additional Information about Morgan Stanley, MSFL and the Securities
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by a prospectus
supplement and an index supplement) with the SEC for the offering to which this communication relates. In connection
with your investment, you should read the prospectus in that registration statement, the prospectus supplement, the index
supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for
more complete information about Morgan Stanley, MSFL and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer
participating in this offering wil arrange to send you the prospectus, the prospectus supplement and the index supplement
if you so request by cal ing tol -free 1-(800)-584-6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website
at.www.sec.gov as fol ows:

t Prospectus supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011241/dp82788_424b2-seriesa.htm

t Index supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011283/dp82797_424b2-indexsupp.htm

t Prospectus dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011237/dp82798_424b2-base.htm

References to "MSFL" refer only to MSFL, references to "Morgan Stanley" refer only to Morgan Stanley and references to
"we," "our" and "us" refer to MSFL and Morgan Stanley col ectively. In this document, the "Securities" refers to the Trigger
GEARS that are offered hereby. Also, references to the accompanying "prospectus", "prospectus supplement" and "index
supplement" mean the prospectus filed by MSFL and Morgan Stanley dated November 16, 2017, the prospectus
supplement filed by MSFL and Morgan Stanley dated November 16, 2017 and the index supplement filed by MSFL and
Morgan Stanley dated November 16, 2017, respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the
accompanying prospectus supplement, index supplement and prospectus. We have not authorized anyone to provide you
with different information. We are not making an offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this pricing supplement or the accompanying prospectus supplement, index
supplement and prospectus is accurate as of any date other than the date on the front of this document.

The Issue Price of each Security is $10. This price includes costs associated with issuing, sel ing, structuring and hedging
the Securities, which are borne by you, and, consequently, the estimated value of the Securities on the Trade Date is less
than $10. We estimate that the value of each Security on the Trade Date is $9.21.

What goes into the estimated value on the Trade Date?

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

What determines the economic terms of the Securities?

In determining the economic terms of the Securities, including the Upside Gearing and the Downside Threshold, 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, sel ing, structuring and hedging costs borne by you were lower or if the internal funding rate were higher,
one or more of the economic terms of the Securities would be more favorable to you.

What is the relationship between the estimated value on the Trade Date and the secondary market price of the Securities?

The price at which MS & Co. purchases the Securities in the secondary market, absent changes in market conditions,
including those related to the Underlying, may vary from, and be lower than, the estimated value on the Trade Date,
because the secondary market price takes into account our secondary market credit spread as wel 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
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associated with issuing, sel ing, structuring and hedging the Securities are not ful y deducted upon issuance, for a period of
up to 17 months fol owing the Settlement Date, to the extent that MS & Co. may buy or sel the Securities in the secondary
market, absent changes in market conditions, including those related to the Underlying, 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 wil also be
reflected in your brokerage account statements.

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

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Investor Suitability
The Securities may be suitable for you if:
The Securities may not be suitable for you if:

¨ You ful y understand the risks inherent in an investment
¨ You do not ful y understand the risks inherent in an
in the Securities, including the risk of loss of your entire
investment in the Securities, including the risk of loss of
initial investment.
your entire initial investment.

¨ You can tolerate a loss of al or a substantial portion of
¨ You cannot tolerate a loss of al or a substantial portion
your Principal Amount and are wil ing to make an
of your Principal Amount, and you are not wil ing to
investment that may have the same downside market
make an investment that may have the same downside
risk as the Underlying.
market risk as the Underlying.

¨ You understand and accept the risks associated with
¨ You require an investment designed to provide a ful
the Underlying.
return of principal at maturity.

¨ You are wil ing to hold the Securities to maturity, as set
¨ You do not understand and accept the risks associated
forth on the cover of this pricing supplement, and
with the Underlying.
accept that there may be little or no secondary market

for the Securities.
¨ You are unable or unwil ing to hold the Securities to

maturity, as set forth on the cover of this pricing
¨ You believe the Underlying wil appreciate over the term
supplement, or you seek an investment for which there
of the Securities and you are wil ing to invest in the
wil be an active secondary market.
Securities based on the Upside Gearing of 1.70.

¨ You believe that the level of the Underlying wil decline
¨ You can tolerate fluctuations of the price of the
during the term of the Securities and is likely to close
Securities prior to maturity that may be similar to or
below the Downside Threshold on the Final Valuation
exceed the downside fluctuations in the level of the
Date.
Underlying.

¨ You are unwil ing to invest in the Securities based on
¨ You do not seek current income from your investment
the Upside Gearing of 1.70.
and are wil ing to forgo dividends paid on the stocks

included in the Underlying.
¨ You prefer the lower risk, and, therefore, accept the

potential y lower returns, of conventional debt securities
¨ You are wil ing to assume our credit risk, and
with comparable maturities issued by us or another
understand that if we default on our obligations you
issuer with a similar credit rating.
may not receive any amounts due to you including any

repayment of principal.
¨ You seek current income from your investment or prefer

to receive the dividends paid on the stocks included in
the Underlying.
¨ You are not wiling or are unable to assume the credit
risk associated with us for any payment on the
Securities, including any repayment of principal.

The investor suitability considerations identified above are not exhaustive. Whether or not the Securities are a
suitable investment for you will depend on your individual circumstances, and you should reach an investment
decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered
the suitability of an investment in the Securities in light of your particular circumstances. You should also review
"Key Risks" on page 5 of this pricing supplement and "Risk Factors" beginning on page 7 of the accompanying
prospectus for risks related to an investment in the Securities. For additional information about the Underlying,
see the information set forth under "The S&P 500® Index" on page 15.

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Final Terms
Investment Timeline
Issuer
Morgan Stanley Finance LLC
The Closing Level of the
Underlying (Initial Level)
Guarantor
Morgan Stanley
is observed, the
Issue Price (per
$10.00 per Security
Downside Threshold is
Security)
determined and the
Upside Gearing is set.
Principal Amount
$10.00 per Security

Term
10 years

Underlying
S&P 500® Index

Downside Threshold
1,966.81, which is approximately 65% of the Initial

Level
The Final Level and
Upside Gearing
1.70

Underlying Return are
determined on the Final
Payment at Maturity
If the Underlying Return is greater than zero,
Valuation Date.
(per Security)
MSFL wil pay you an amount calculated as

fol ows:

$10 + [$10 × (Underlying Return × Upside
If the Underlying
Gearing)]
Return is greater than

zero, MSFL wil pay you
If the Underlying Return is less than or equal to
a cash payment per
zero and the Final Level is greater than or equal
Security equal to:
to the Downside Threshold, MSFL wil pay you a

cash payment of:
$10 + [$10 × (Underlying

Return × Upside
$10 per Security
Gearing)]

If the Final Level is less than the Downside
If the Underlying
Threshold, MSFL wil pay you an amount
Return is less than or
calculated as fol ows:
equal to zero and the

Final Level is greater
$10 + ($10 × Underlying Return)
than or equal to the

Downside Threshold
In this case, you could lose up to all of your
on the Final Valuation
Principal Amount in an amount proportionate

Date, MSFL wil pay you
to the negative Underlying Return.
a cash payment of $10
Underlying Return
Final Level Initial Level
per $10 Security.

Initial Level

If the Final Level is less
Initial Level
3,025.86, which is the Closing Level of the
than the Downside
Underlying on the Trade Date.
Threshold on the Final
Final Level
The Closing Level of the Underlying on the Final
Valuation Date, MSFL
Valuation Date.
wil pay you a cash
payment at maturity
Trade Date
July 26, 2019
equal to:
Settlement Date
July 31, 2019

$10 + ($10 × Underlying
Final Valuation Date
July 26, 2029*
Return)
Maturity Date
July 31, 2029*

Under these
CUSIP / ISIN
61769Q246 / US61769Q2460
circumstances, you will
Calculation Agent
Morgan Stanley & Co. LLC
lose a significant
portion, and could lose

all, of your Principal
*Subject to postponement in the event of a Market Disruption Event or for non-
Amount.
Trading Days. See "Postponement of Final Valuation Date and Maturity Date"

under "Additional Terms of the Securities."

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INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE YOUR ENTIRE PRINCIPAL
AMOUNT. ANY PAYMENT ON THE SECURITIES IS SUBJECT TO OUR CREDITWORTHINESS. IF WE WERE TO
DEFAULT ON OUR PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER
THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

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Key Risks
An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized
here, but we urge you to also read the "Risk Factors" section of the accompanying prospectus. You should also consult
your investment, legal, tax, accounting and other advisers in connection with your investment in the Securities.
¨ The Securities do not guarantee any return of principal The terms of the Securities differ from those of ordinary
debt securities in that MSFL is not necessarily obligated to repay any of the Principal Amount at maturity. If the Final
Level is less than the Downside Threshold (which is 65% of the Initial Level), you wil be exposed to the ful negative
Underlying Return and the payout owed at maturity by MSFL wil be an amount in cash that is at least 35% less than
the $10 Principal Amount of each Security, resulting in a loss proportionate to the decrease in the value of the
Underlying from the Initial Level to the Final Level. There is no minimum payment at maturity on the Securities, and,
accordingly, you could lose al of your Principal Amount in the Securities.

¨ You may incur a loss on your investment if you sell your Securities prior to maturity The Downside Threshold
is observed on the Final Valuation Date, and the contingent repayment of principal applies only at maturity. If you are
able to sel your Securities in the secondary market prior to maturity, you may have to sel them at a loss relative to
your initial investment even if the Closing Level of the Underlying is above the Downside Threshold at that time.
¨ The Upside Gearing applies only if you hold the Securities to maturity  You should be wiling to hold your
Securities to maturity. If you are able to sel your Securities prior to maturity in the secondary market, the price you
receive wil likely not reflect the ful economic value of the Upside Gearing or the Securities themselves, and the return
you realize may be less than the Underlying's return even if such return is positive. You can receive the ful benefit of
the Upside Gearing from MSFL only if you hold your Securities to maturity.
¨ The Securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or our
credit spreads may adversely affect the market value of the Securities You are dependent on our ability to pay
al amounts due on the Securities at maturity, if any, and therefore you are subject to our credit risk. If we default on
our obligations under the Securities, your investment would be at risk and you could lose some or al of your
investment. As a result, the market value of the Securities prior to maturity wil be affected by changes in the market's
view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in our credit spreads
charged by the market for taking our credit risk is likely to adversely affect the market value of the Securities.

¨ As a finance subsidiary, MSFL has no independent operations and will have no independent assets As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and
wil 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 wil be
limited to those available under the related guarantee by Morgan Stanley and that guarantee wil rank pari passu with
al other unsecured, unsubordinated obligations of Morgan Stanley. Holders wil 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 Securities do not pay interest MSFL wil not pay any interest with respect to the Securities over the term of
the Securities.
¨ The market price of the Securities may be influenced by many unpredictable factors Several factors, many of
which are beyond our control, wil influence the value of the Securities in the secondary market and the price at which
MS & Co. may be wil ing to purchase or sel the Securities in the secondary market (if at al ), including:

o
the value of the Underlying at any time,

o
the volatility (frequency and magnitude of changes in value) of the Underlying,

o
dividend rates on the securities included in the Underlying,

o
interest and yield rates in the market,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Underlying
or stock markets general y and which may affect the Final Level,

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o
the time remaining until the Securities mature, and

o
any actual or anticipated changes in our credit ratings or credit spreads.

Some or al of these factors wil influence the terms of the Securities at the time of issuance and the price that you wil
receive if you are able to sel your Securities prior to maturity, as the Securities are comprised of both a debt
component and a performance-based component linked to the Underlying, and these are the types of factors that also
general y affect the values of debt securities and derivatives linked to the Underlying. General y, the longer the time
remaining to maturity, the more the market price of the Securities wil be affected by the other factors described above.
For example, you may have to sel your Securities at a substantial discount from the principal amount of $10 per
Security if the value of the Underlying at the time of sale is at or below or moderately above its Initial Level, and
especial y if it is near or below the Downside

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Threshold, or if market interest rates rise. You cannot predict the future performance of the Underlying based on its
historical performance.

t The probability that the Final Level will be less than the Downside Threshold will depend on the volatility of
the Underlying -- "Volatility" refers to the frequency and magnitude of changes in the level of the Underlying. Higher
expected volatility with respect to the Underlying as of the Trade Date general y indicates a greater chance as of that
date that the Final Level wil be less than the Downside Threshold, which would result in a loss of a significant portion
or al of your investment at maturity. However, the Underlying's volatility can change significantly over the term of the
Securities. The level of the Underlying could fal sharply, resulting in a significant loss of principal. You should be
wil ing to accept the downside market risk of the Underlying and the potential loss of a significant portion or al of your
investment at maturity.
¨ The amount payable on the Securities is not linked to the level of the Underlying at any time other than the
Final Valuation Date The Final Level wil be based on the Closing Level of the Underlying on the Final Valuation
Date, subject to postponement for non-Index Business Days and certain Market Disruption Events. Even if the level of
the Underlying appreciates prior to the Final Valuation Date but then drops by the Final Valuation Date, the Payment at
Maturity may be significantly less than it would have been had the Payment at Maturity been linked to the level of the
Underlying prior to such drop. Although the actual level of the Underlying on the stated Maturity Date or at other times
during the term of the Securities may be higher than the Final Level, the Payment at Maturity wil be based solely on
the Closing Level of the Underlying on the Final Valuation Date as compared to the Initial Level.
¨ Investing in the Securities is not equivalent to investing in the Underlying or the stocks composing the
Underlying Investing in the Securities is not equivalent to investing in the Underlying or the stocks that constitute
the Underlying. Investors in the Securities wil 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. Additional y, the Underlying is not a "total
return" index, which, in addition to reflecting the market prices of the stocks that constitute the Underlying, would also
reflect dividends paid on such stocks. The return on the Securities wil not include such a total return feature.
¨ The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than
the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the
inclusion of costs associated with issuing, selling, structuring and hedging the Securities in the Issue Price
reduce the economic terms of the Securities, cause the estimated value of the Securities to be less than the
Issue Price and will adversely affect secondary market prices Assuming no change in market conditions or any
other relevant factors, the prices, if any, at which dealers, including MS & Co., may be wil ing to purchase the
Securities in secondary market transactions wil likely be significantly lower than the Issue Price, because secondary
market prices wil exclude the issuing, sel ing, structuring and hedging-related costs that are included in the Issue Price
and borne by you and because the secondary market prices wil 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 wel as other factors.

The inclusion of the costs of issuing, sel ing, structuring and hedging the Securities in the Issue Price and the lower
rate we are wil ing to pay as issuer make the economic terms of the Securities less favorable to you than they
otherwise would be.

However, because the costs associated with issuing, sel ing, structuring and hedging the Securities are not ful y
deducted upon issuance, for a period of up to 17 months fol owing the Settlement Date, to the extent that MS & Co.
may buy or sel the Securities in the secondary market, absent changes in market conditions, including those related
to the Underlying, 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 wil also be reflected in your brokerage account statements.

¨ The estimated value of the Securities is determined by reference to our pricing and valuation models, which
may differ from those of other dealers and is not a maximum or minimum secondary market price These
pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard
way to value these types of securities, our models may yield a higher estimated value of the Securities than those
generated by others, including other dealers in the market, if they attempted to value the Securities. In addition, the
estimated value on the Trade Date does not represent a minimum or maximum price at which dealers, including MS &
Co., would be wil ing to purchase your Securities in the secondary market (if any exists) at any time. The value of your
Securities at any time after the date of this pricing supplement wil 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 Securities may be influenced by many unpredictable factors" above.
¨ Adjustments to the Underlying could adversely affect the value of the Securities The Underlying Publisher of
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