Obbligazione Morgan Stanley Financial 6.15% ( US61768D8N81 ) in USD

Emittente Morgan Stanley Financial
Prezzo di mercato 100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US61768D8N81 ( in USD )
Tasso d'interesse 6.15% per anno ( pagato 2 volte l'anno)
Scadenza 31/05/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61768D8N81 in USD 6.15%, scaduta


Importo minimo 1 000 USD
Importo totale 1 085 000 USD
Cusip 61768D8N8
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768D8N81, pays a coupon of 6.15% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/05/2024







424B2 1 dp107471_424b2-ps1919.htm FORM 424B2

CALCULATION OF REGISTRATION FEE



Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee





Contingent Income Auto-Callable Securities due 2024

$1,085,000

$131.50





M a y 2 0 1 9
Pricing Supplement No. 1,919
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 28, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0 I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The securities have the terms described in
the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not
provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the index closing value of e a c h of the Russell 2000® Index, the NASDAQ-
100 Index® a nd the Dow Jones Industrial AverageSM is a t or a bove 70% of its respective initial index value, which we refer to as the respective c oupon t hre shold le ve l, on the related
observation date. However, if the index closing value of a ny underlying index is le ss t ha n its c oupon t hre shold le ve l on any observation date, we will pay no interest for the related
monthly period. In addition, starting one year after the original issue date, the securities will be automatically redeemed if the index closing value of e a c h underlying index is gre a t e r t ha n or
e qua l t o its respective init ia l inde x va lue on any of the sixteen quarterly redemption determination dates, for the early redemption payment equal to the sum of the stated principal amount
plus the related contingent monthly coupon. No further payments will be made on the securities once they have been redeemed. At maturity, if the securities have not previously been
redeemed and the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o 60% of its respective initial index value, which we refer to as the respective downside threshold
level, the payment at maturity will be the stated principal amount and, if the final index value of e a c h underlying index is also gre a t e r t ha n or e qua l t o its respective c oupon t hre shold
le ve l, the related contingent monthly coupon. If, however, the final index value of a ny underlying index is le ss t ha n its respective downside threshold level, investors will be fully exposed to
the decline in the worst performing underlying index on a 1-to-1 basis and will receive a payment at maturity that is le ss t ha n 60% of the stated principal amount of the securities and could be
zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt a nd a lso t he risk of not re c e iving a ny
c ont inge nt m ont hly c oupons t hroughout t he 5 -ye a r t e rm of t he se c urit ie s. Because all payments on the securities are based on the worst performing of the underlying indices, a
decline beyond the respective coupon threshold level or respective downside threshold level, as applicable, of any underlying index will result in few or no contingent coupon payments or a
significant loss of your investment, even if one or both of the other underlying indices have appreciated or have not declined as much. These long-dated securities are for investors who are
willing to risk their principal based on the worst performing of three underlying indices and who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of
receiving no monthly coupons over the entire 5-year term, with no possibility of being called out of the securities until after the initial 1-year non-call period. Investors will not participate in any
appreciation of any underlying index. The securities 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
U nde rlying indic e s:
Russell 2000® Index (the "RTY Index"), NASDAQ-100 Index® (the "NDX Index") and Dow Jones Industrial AverageSM (the "INDU Index")
Aggre ga t e princ ipa l a m ount :
$1,085,000
St a t e d princ ipa l a m ount :
$1,000 per security
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
May 28, 2019
Origina l issue da t e :
May 31, 2019 (3 business days after the pricing date)
M a t urit y da t e :
May 31, 2024
Cont inge nt m ont hly c oupon:
A contingent coupon will be paid on the securities on each coupon payment date but only if the index closing value of e a c h underlying index is at or
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above its respective c oupon t hre shold le ve l on the related observation date. If payable, the contingent monthly coupon will be an amount in cash
per stated principal amount corresponding to a return of 6.15% per annum for each interest payment period for each applicable observation date.

I f, on a ny obse rva t ion da t e , t he inde x c losing va lue of a ny unde rlying inde x is le ss t ha n it s re spe c t ive c oupon t hre shold
le ve l, w e w ill pa y no c oupon for t he a pplic a ble m ont hly pe riod. I t is possible t ha t a ny unde rlying inde x w ill re m a in be low it s
re spe c t ive c oupon t hre shold le ve l for e x t e nde d pe riods of t im e or e ve n t hroughout t he e nt ire 5 -ye a r t e rm of t he se c urit ie s
so t ha t you w ill re c e ive fe w or no c ont inge nt m ont hly c oupons.
Pa ym e nt a t m a t urit y:
If the securities have not been automatically redeemed prior to maturity, the payment at maturity will be determined as follows:

If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective downside threshold level, investors will receive the
stated principal amount and, if the final index value of e a c h underlying index is also gre a t e r t ha n or e qua l t o its respective c oupon t hre shold
le ve l, the contingent monthly coupon with respect to the final observation date.

If the final index value of a ny underlying index is le ss t ha n its respective downside threshold level, investors will receive (i) the stated principal
amount multiplied by (ii) the index performance factor of the worst performing underlying index. Under these circumstances, the payment at maturity
will be less than 60% of the stated principal amount of the securities and could be zero.

Terms continued on the following page
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See "Supplemental information
regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he pric ing
$948.40 per security. See "Investment Summary" beginning on page 4.
da t e :
Com m issions a nd issue pric e :
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
Pe r se c urit y
$1,000
$40.25
$959.75
T ot a l
$1,085,000
$43,671.25
$1,041,328.75




(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $40.25 for each security 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 auto-callable
securities.
(2) See "Use of proceeds and hedging" on page 31.
T he se c urit ie 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 1 3 .
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 se c urit ie 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 Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for Aut o -Ca lla ble Se c urit ie 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
Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0 I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Terms continued from previous page:
Ea rly re de m pt ion:
The securities are not subject to automatic early redemption until one year after the original issue date. Following this initial 1-year non-call period, if,
on any redemption determination date, beginning on May 28, 2020, the index closing value of e a c h underlying index is gre a t e r t ha n or e qua l t o
its respective initial index value, the securities will be automatically redeemed for an early redemption payment on the related early redemption
date. No further payments will be made on the securities once they have been redeemed.
T he se c urit ie s w ill not be re de e m e d e a rly on a ny e a rly re de m pt ion da t e if t he inde x c losing va lue of a ny unde rlying inde x is
be low t he re spe c t ive init ia l inde x va lue for suc h unde rlying inde x on t he re la t e d re de m pt ion de t e rm ina t ion da t e .
Ea rly re de m pt ion pa ym e nt :
The early redemption payment will be an amount equal to the stated principal amount for each security you hold plus the contingent monthly coupon
with respect to the related observation date.
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Re de m pt ion de t e rm ina t ion
Beginning after one year, quarterly, on May 28, 2020, August 28, 2020, November 30, 2020, February 26, 2021, May 28, 2021, August 30, 2021,
da t e s:
November 29, 2021, February 28, 2022, May 31, 2022, August 29, 2022, November 28, 2022, February 28, 2023, May 30, 2023, August 28, 2023,
November 28, 2023 and February 28, 2024, subject to postponement for non-index business days and certain market disruption events.
Ea rly re de m pt ion da t e s:
Beginning after one year, quarterly, on June 2, 2020, September 2, 2020, December 3, 2020, March 3, 2021, June 3, 2021, September 2, 2021,
December 2, 2021, March 3, 2022, June 3, 2022, September 1, 2022, December 1, 2022, March 3, 2023, June 2, 2023, August 31, 2023, December 1,
2023 and March 4, 2024. If any such day is not a business day, that early redemption payment will be made on the next succeeding business day and
no adjustment will be made to any early redemption payment made on that succeeding business day
Dow nside t hre shold le ve l:
With respect to the RTY Index: 902.411, which is approximately 60% of its initial index value
With respect to the NDX Index: 4,367.026, which is approximately 60% of its initial index value
With respect to the INDU Index: 15,208.662, which is 60% of its initial index value
Coupon t hre shold le ve l:
With respect to the RTY Index: 1,052.813, which is approximately 70% of its initial index value
With respect to the NDX Index: 5,094.863, which is approximately 70% of its initial index value
With respect to the INDU Index: 17,743.439, which is 70% of its initial index value
I nit ia l inde x va lue :
With respect to the RTY Index: 1,504.019, which is its index closing value on the pricing date
With respect to the NDX Index: 7,278.376, which is its index closing value on the pricing date
With respect to the INDU Index: 25,347.77, which is its index closing value on the pricing date
Fina l inde x va lue :
With respect to each index, the respective index closing value on the final observation date
Worst pe rform ing unde rlying:
The underlying index with the largest percentage decrease from the respective initial index value to the respective final index value
I nde x pe rform a nc e fa c t or:
Final index value divided by the initial index value
Coupon pa ym e nt da t e s:
Monthly, beginning July 3, 2019, as set forth under "Observation Dates and Coupon Payment Dates" below; provided that if any such day is not a
business day, that coupon payment will be made on the next succeeding business day and no adjustment will be made to any coupon payment made
on that succeeding business day. The contingent monthly coupon, if any, with respect to the final observation date will be paid on the maturity date
Obse rva t ion da t e s:
Monthly, as set forth under "Observation Dates and Coupon Payment Dates" below, subject to postponement for non-index business days and certain
market disruption events. We also refer to the observation date immediately prior to the scheduled maturity date as the final observation date.
CU SI P / I SI N :
61768D8N8 / US61768D8N81
List ing:
The securities will not be listed on any securities exchange.

Observation Dates and Coupon Payment Dates

Obse rva t ion Da t e s
Coupon Pa ym e nt Da t e s
6/28/2019
7/3/2019
7/29/2019
8/1/2019
8/28/2019
9/3/2019
9/30/2019
10/3/2019
10/28/2019
10/31/2019
11/29/2019
12/4/2019
12/30/2019
1/3/2020
1/28/2020
1/31/2020
2/28/2020
3/4/2020
3/30/2020
4/2/2020
4/28/2020
5/1/2020
5/28/2020
6/2/2020
6/29/2020
7/2/2020
7/28/2020
7/31/2020
8/28/2020
9/2/2020
9/28/2020
10/1/2020
10/28/2020
11/2/2020
11/30/2020
12/3/2020
12/28/2020
12/31/2020
1/28/2021
2/2/2021
2/26/2021
3/3/2021
3/29/2021
4/1/2021
4/28/2021
5/3/2021
5/28/2021
6/3/2021
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May 2019
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0 I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Obse rva t ion Da t e s
Coupon Pa ym e nt Da t e s
6/28/2021
7/1/2021
7/28/2021
8/2/2021
8/30/2021
9/2/2021
9/28/2021
10/1/2021
10/28/2021
11/2/2021
11/29/2021
12/2/2021
12/28/2021
12/31/2021
1/28/2022
2/2/2022
2/28/2022
3/3/2022
3/28/2022
3/31/2022
4/28/2022
5/3/2022
5/31/2022
6/3/2022
6/28/2022
7/1/2022
7/28/2022
8/2/2022
8/29/2022
9/1/2022
9/28/2022
10/3/2022
10/28/2022
11/2/2022
11/28/2022
12/1/2022
12/28/2022
1/3/2023
1/30/2023
2/2/2023
2/28/2023
3/3/2023
3/28/2023
3/31/2023
4/28/2023
5/3/2023
5/30/2023
6/2/2023
6/28/2023
7/3/2023
7/28/2023
8/2/2023
8/28/2023
8/31/2023
9/28/2023
10/3/2023
10/30/2023
11/2/2023
11/28/2023
12/1/2023
12/28/2023
1/3/2024
1/29/2024
2/1/2024
2/28/2024
3/4/2024
3/28/2024
4/2/2024
4/29/2024
5/2/2024
5/28/2024 (final observation date)
5/31/2024 (maturity date)
May 2019
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0 I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Investment Summary
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Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period All Payments on the Securities Based on the Worst Performing of the Russell 2000® Index, the
NASDAQ-100 Index® and the Dow Jones Industrial AverageSM (the "securities") do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon
but only if the index closing value of e a c h underlying index is a t or a bove its respective c oupon t hre shold le ve l on the related observation date. However, if the index closing value of
a ny underlying index is le ss t ha n its respective c oupon t hre shold le ve l on any observation date, we will pay no interest for the related monthly period. If the index closing value of a ny
underlying index is le ss t ha n its respective c oupon t hre shold le ve l on each observation date, you will not receive any contingent monthly coupon for the entire 5-year term of the
securities. We refer to these coupons as contingent, because there is no guarantee that you will receive a coupon payment on any coupon payment date. Even if each underlying index were to
be at or above its respective coupon threshold level on some quarterly observation dates, they may not all close at or above their respective coupon threshold levels on other observation dates,
in which case you will not receive some contingent monthly coupon payments. In addition, if the securities have not been automatically called prior to maturity and the final index value of a ny
unde rlying inde x is le ss t ha n its respective downside threshold level, investors will be fully exposed to the decline in the worst performing underlying index on a 1-to-1 basis, and will
receive a payment at maturity that is less than 60% of the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o
a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt a nd a lso t he risk of not re c e iving a ny c ont inge nt m ont hly c oupons t hroughout t he e nt ire 5 -ye a r t e rm of
t he se c urit ie s.

M a t urit y:
5 years
Cont inge nt m ont hly
A contingent monthly coupon will be paid on the securities on each coupon payment date but only if the index closing value of e a c h underlying
c oupon:
index is at or above its respective c oupon t hre shold le ve l on the related observation date. If payable, the contingent monthly coupon will be an
amount in cash per stated principal amount corresponding to a return of 6.15% per annum for each interest payment period for each applicable
observation date. I f, on a ny obse rva t ion da t e , t he inde x c losing va lue of a ny unde rlying inde x is le ss t ha n t he re spe c t ive
c oupon t hre shold le ve l, w e w ill pa y no c oupon for t he a pplic a ble m ont hly pe riod.
Aut om a t ic e a rly
If the index closing value of e a c h underlying index is gre a t e r t ha n or e qua l t o its init ia l inde x va lue on any of the sixteen quarterly
re de m pt ion be ginning a ft e r redemption determination dates, beginning on May 28, 2020 (approximately one year after the original issue date), the securities will be automatically
one ye a r:
redeemed for an early redemption payment equal to the stated principal amount plus the contingent monthly coupon with respect to the related
observation date. No further payments will be made on the securities once they have been redeemed.
Pa ym e nt a t m a t urit y:
If the securities have not been automatically redeemed prior to maturity, the payment at maturity will be determined as follows:

If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective downside threshold level, investors will receive the
stated principal amount and, if the final index value of e a c h underlying index is also gre a t e r t ha n or e qua l t o its respective c oupon t hre shold
le ve l, the contingent monthly coupon with respect to the final observation date.

If the final index value of a ny underlying index is le ss t ha n its downside threshold level, investors will receive a payment at maturity equal to the
stated principal amount times the index performance factor of the worst performing underlying index. Under these circumstances, the payment at
maturity will be less than 60% of the stated principal amount of the securities and could be zero. No monthly coupon will be

May 2019
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0 I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s

payable at maturity. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l
inve st m e nt .

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently,
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the estimated value of the securities on the pricing date is less than $1,000. We estimate that the value of each security on the pricing date is $948.40.

What goes into the estimated value on the pricing date?

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

In determining the economic terms of the securities, including the contingent monthly coupon rate, the coupon threshold levels and the downside threshold levels, 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 securities 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 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 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 securities 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 securities in the secondary market, absent changes in market
conditions, including those related to the underlying indices, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those
higher values will also be reflected in your brokerage account statements.

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

May 2019
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0 I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge 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 securities do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the index closing value of e a c h underlying index is a t
or a bove its respective c oupon t hre shold le ve l on the related observation date. However, if the index closing value of a ny underlying index is le ss t ha n its respective c oupon
t hre shold le ve l on any observation date, we will pay no interest for the related monthly period. The securities have been designed for investors who are willing to forgo market floating interest
rates and accept the risk of receiving no coupon payments for the entire 5-year term of the securities in exchange for an opportunity to earn interest at a potentially above-market rate if each
underlying index closes at or above its respective coupon threshold level on the quarterly observation dates until the securities are redeemed early or reach maturity.

The following scenarios are for illustrative purposes only to demonstrate how the coupon and the payment at maturity (if the securities have not previously been redeemed) are calculated, and do
not attempt to demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed, the contingent monthly coupon may be payable in none of, or some but not
all of, the monthly periods during the 5-year term of the securities and the payment at maturity may be less than 60% of the stated principal amount of the securities and may be zero.

Sc e na rio 1 : T he se c urit ie s a re re de e m e d
This scenario assumes that, prior to early redemption, each underlying index closes at or above its c oupon t hre shold le ve l on some
prior t o m a t urit y
quarterly observation dates, but one or more underlying indices close below the respective coupon threshold level(s) on the
others. Investors receive the contingent monthly coupon, corresponding to a return of 6.15% per annum, for the monthly periods for which
each index closing value is at or above the respective coupon threshold level on the related observation date, but not for the monthly
periods for which any index closing value is below the respective coupon threshold level on the related observation date.

Starting after one year, when e a c h underlying index closes at or above its respective init ia l inde x va lue on a quarterly redemption
determination date, the securities will be automatically redeemed for the stated principal amount plus the contingent monthly coupon with
respect to the related observation date.
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Sc e na rio 2 : T he se c urit ie s a re not
This scenario assumes that each underlying index closes at or above the respective coupon threshold level on some quarterly observation
re de e m e d prior t o m a t urit y, a nd
dates, but one or more underlying indices close below the respective coupon threshold level(s) on the others, and each underlying index
inve st ors re c e ive princ ipa l ba c k a t
closes below its respective initial index value on every quarterly redemption determination date. Consequently, the securities are not
m a t urit y
automatically redeemed, and investors receive the contingent monthly coupon, corresponding to a return of 6.15% per annum, for the
monthly periods for which each index closing value is at or above the respective coupon threshold level on the related observation date,
but not for the monthly periods for which any index closing value is below the respective coupon threshold level on the related
observation date.

On the final observation date, each underlying index closes at or above its downside threshold level. At maturity, investors will receive the
stated principal amount and, if the final index value of e a c h underlying index is also gre a t e r t ha n or e qua l t o its respective c oupon
t hre shold le ve l, the contingent monthly coupon with respect to the final observation date.
May 2019
Page 6
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0 I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Sc e na rio 3 : T he se c urit ie s a re not
This scenario assumes that each underlying index closes at or above its respective coupon threshold level on some quarterly observation
re de e m e d prior t o m a t urit y, a nd
dates, but one or more underlying indices close below the respective coupon threshold level(s) on the others, and each underlying index
inve st ors suffe r a subst a nt ia l loss of
closes below its respective initial index value on every quarterly redemption determination date. Consequently, the securities are not
princ ipa l a t m a t urit y
automatically redeemed, and investors receive the contingent monthly coupon, corresponding to a return of 6.15% per annum, for the
monthly periods for which each index closing value is at or above the respective coupon threshold level on the related observation date,
but not for the monthly periods for which any index closing value is below the respective coupon threshold level on the related
observation date.

On the final observation date, one or more underlying indices close below the respective downside threshold level(s). At maturity,
investors will receive an amount equal to the stated principal amount multiplied by the index performance factor of the worst performing
underlying index. Under these circumstances, the payment at maturity will be less than 60% of the stated principal amount and could be
zero. No coupon will be paid at maturity in this scenario.
May 2019
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0 I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the index closing values on each quarterly observation date, (2) the index closing values on each
quarterly redemption determination date (starting after one year) and (3) the final index values. Please see "Hypothetical Examples" beginning on page 10 for illustration of hypothetical payouts
on the securities.

Dia gra m # 1 : Cont inge nt M ont hly Coupons (Be ginning on t he First Coupon Pa ym e nt Da t e unt il Ea rly Re de m pt ion or M a t urit y)

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Dia gra m # 2 : Aut om a t ic Ea rly Re de m pt ion (St a rt ing a ft e r one ye a r)


May 2019
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0 I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Dia gra m # 3 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

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For more information about the payout upon an early redemption or at maturity in different hypothetical scenarios, see "Hypothetical Examples" starting on page 10.

May 2019
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0 I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent monthly coupon is paid with respect to an observation date and how to calculate the payment at maturity, if
any, if the securities have not been automatically redeemed early. The following examples are for illustrative purposes only. Whether you receive a contingent monthly coupon will be
determined by reference to the index closing value of each underlying index on each quarterly observation date, and the amount you will receive at maturity, if any, will be determined by
reference to the final index value of each underlying index on the final observation date. The actual initial index value, coupon threshold level and downside threshold level for each underlying
index are set forth on the cover of this document. All payments on the securities, if any, are subject to our credit risk. The numbers in the hypothetical examples below may have been rounded
for the ease of analysis. The below examples are based on the following terms:

Contingent Monthly Coupon:
A contingent monthly coupon will be paid on the securities on each coupon payment date but only if the index closing value of e a c h
underlying index is at or above its respective c oupon t hre shold le ve l on the related observation date. If payable, the contingent monthly
coupon will be an amount in cash per stated principal amount corresponding to a return of 6.15% per annum for each interest payment
period for each applicable observation date. These hypothetical examples reflect the contingent monthly coupon rate of 6.15% per annum
(corresponding to approximately $5.125 per month per security).
Automatic Early Redemption (starting after one
If the index closing value of e a c h underlying index is greater than or equal to its respective init ia l inde x va lue on any of the sixteen
year):
quarterly redemption determination dates, the securities will be automatically redeemed for an early redemption payment equal to the stated
principal amount plus the contingent monthly coupon with respect to the related observation date.
Payment at Maturity (if the securities have not
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective downside threshold level, investors will
been automatically redeemed early):
receive the stated principal amount and, if the final index value of e a c h underlying index is also gre a t e r t ha n or e qua l t o its respective
c oupon t hre shold le ve l, the contingent monthly coupon with respect to the final observation date.

If the final index value of a ny underlying index is le ss t ha n its respective downside threshold level, investors will receive a payment at
maturity equal to the stated principal amount multiplied by the index performance factor of the worst performing underlying index. Under
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these circumstances, the payment at maturity will be less than 60% of the stated principal amount of the securities and could be zero.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the RTY Index: 1,200

With respect to the NDX Index: 7,600

With respect to the INDU Index: 26,000
Hypothetical Coupon Threshold Level:
With respect to the RTY Index: 840, which is 70% of the hypothetical initial index value for such index

With respect to the NDX Index: 5,320, which is 70% of the hypothetical initial index value for such index

With respect to the INDU Index: 18,200, which is 70% of the hypothetical initial index value for such index
Hypothetical Downside Threshold level:
With respect to the RTY Index: 720, which is 60% of the hypothetical initial index value for such index

With respect to the NDX Index: 4,560, which is 60% of the hypothetical initial index value for such index

With respect to the INDU Index: 15,600, which is 60% of the hypothetical initial index value
May 2019
Page 10
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due May 31, 2024, with 1-Year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0 I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s

for such index
* The actual contingent monthly coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment period, calculated on a 30/360 basis. The
hypothetical contingent monthly coupon of $5.125 is used in these examples for ease of analysis.

How to determine whether a contingent monthly coupon is payable with respect to an observation date:


Index Closing Value
Contingent Monthly Coupon

RTY Index
NDX Index
INDU Index
Hypothetical Observation Date 1
1,750 (a t or a bove the
8,800 (a t or a bove the
21,000 (a t or a bove the
$5.125
coupon threshold level)
coupon threshold level)
coupon threshold level)
Hypothetical Observation Date 2
800 (be low the coupon
6,100 (a t or a bove the
22,500 (a t or a bove the
$0
threshold level)
coupon threshold level)
coupon threshold level)
Hypothetical Observation Date 3
1,400 (a t or a bove the
3,900 (be low the coupon
17,000 (be low the coupon
$0
coupon threshold level)
threshold level)
threshold level)
Hypothetical Observation Date 4
700 (be low the coupon
2,800 (be low the coupon
17,000 (be low the coupon
$0
threshold level)
threshold level)
threshold level)

On hypothetical observation date 1, each underlying index closes at or above its respective coupon threshold level. Therefore, a contingent monthly coupon of $5.125 is paid on the relevant
coupon payment date.

On each of hypothetical observation dates 2 and 3, at least one underlying index closes at or above its respective coupon threshold level, but one or both of the other underlying indices close
below their respective coupon threshold levels. Therefore, no contingent monthly coupon is paid on the relevant coupon payment date.
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