Obbligazione Morgan Stanley Financial 11% ( US61769HQD07 ) in USD

Emittente Morgan Stanley Financial
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US61769HQD07 ( in USD )
Tasso d'interesse 11% per anno ( pagato 2 volte l'anno)
Scadenza 01/09/2022 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61769HQD07 in USD 11%, scaduta


Importo minimo 1 000 USD
Importo totale 561 000 USD
Cusip 61769HQD0
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 US61769HQD07, pays a coupon of 11% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/09/2022







424B2 1 dp111954_424b2-ps2377.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 2022

$561,000.00

$67.99



August 2 0 1 9
Pricing Supplement No. 2,377
Registration Statement Nos. 333-221595; 333-221595-01
Dated August 27, 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 September 1, 2022
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 Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of Fe dEx Corpora t ion a nd t he Com m on St oc k of Ca rniva l Corpora t ion
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 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 determination closing
price of e a c h of t he c om m on st oc k of Cit igroup I nc ., t he c om m on st oc k of Fe dEx Corpora t ion a nd t he
c om m on st oc k of Ca rniva l Corpora t ion, which we refer to collectively as the underlying stocks, is a t or a bove 50% of its
respective initial share price, which we refer to as the respective downside threshold level, on the related observation date. If,
however, the determination closing price of a ny unde rlying st oc k is less than its respective downside threshold level on any
observation date, we will pay no interest for the related monthly period. In addition, the securities will be automatically redeemed if
the determination closing price of e a c h unde rlying st oc k is gre a t e r t ha n or e qua l t o 100% of its respective initial share
price, which we refer to as the respective call threshold level, on any quarterly redemption determination date for the early
redemption payment equal to the sum of the stated principal amount plus the related contingent monthly coupon. At maturity, if the
securities have not previously been redeemed and the final share price of e a c h unde rlying st oc k is gre a t e r t ha n or e qua l
t o its respective downside threshold level, the payment at maturity will also be the sum of the stated principal amount and the
related contingent monthly coupon. However, if the final share price of a ny unde rlying st oc k is le ss t ha n its respective
downside threshold level, investors will be exposed to the decline in the worst performing underlying stock on a 1-to-1 basis and
will receive a payment at maturity that is less than 50% 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 3 -ye a r t e rm
of t he se c urit ie s. The securities are for investors who are willing to risk their principal and seek an opportunity to earn interest
at a potentially above-market rate in exchange for the risk of receiving no monthly interest over the entire 3-year term and in
exchange for the possibility of an automatic early redemption prior to maturity. Because the payment of contingent monthly
coupons is based on the worst performing of the underlying stocks, the fact that the securities are linked to three underlying stocks
does not provide any asset diversification benefits and instead means that a decline of a ny underlying stock below the relevant
downside threshold level will result in no contingent monthly coupons, even if one or more of the other underlying stocks close at or
above the respective downside threshold levels. Because all payments on the securities are based on the worst performing of the
underlying stocks, a decline beyond the respective downside threshold level of any underlying stock will result in no contingent
monthly coupon payments and a significant loss of your investment, even if one or more of the other underlying stocks have
appreciated or have not declined as much. Investors will not participate in any appreciation of any underlying stock. 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.
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FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
Citigroup Inc. common stock (the "C Stock"), FedEx Corporation common stock (the "FDX Stock") and
U nde rlying st oc k s:
Carnival Corporation common stock (the "CCL Stock")
Aggre ga t e princ ipa l
$561,000
a m ount :
St a t e d princ ipa l
$1,000 per security
a m ount :
I ssue pric e :
$1,000 per security
Pric ing da t e :
August 27, 2019
Origina l issue da t e :
August 30, 2019 (3 business days after the pricing date)
M a t urit y da t e :
September 1, 2022
Ea rly re de m pt ion:
If, on any redemption determination date, beginning on November 27, 2019, the determination closing
price of e a c h unde rlying st oc k is greater than or equal to its respective call threshold level, 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
de t e rm ina t ion c losing pric e of a ny unde rlying st oc k is be low it s re spe c t ive c a ll
t hre shold le ve l 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
The early redemption payment will be an amount equal to (i) the stated principal amount for each
pa ym e nt :
security you hold plus (ii) the contingent monthly coupon with respect to the related observation date.
De t e rm ina t ion c losing With respect to each underlying stock, the closing price of such underlying stock on any redemption
pric e :
determination date or observation date (other than the final observation date), times the adjustment
factor on such determination date or observation date, as applicable
Re de m pt ion
November 27, 2019, February 27, 2020, May 27, 2020, August 27, 2020, November 27, 2020, March
de t e rm ina t ion da t e s:
1, 2021, May 27, 2021, August 27, 2021, November 29, 2021, February 28, 2022 and May 27, 2022,
subject to postponement for non-trading days and certain market disruption events
Ea rly re de m pt ion
December 3, 2019, March 3, 2020, June 1, 2020, September 1, 2020, December 2, 2020, March 4,
da t e s:
2021, June 2, 2021, September 1, 2021, December 2, 2021, March 3, 2022 and June 2, 2022, provided
that 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.
Cont inge nt m ont hly
A contingent monthly coupon at an annual rate of 11.00% (corresponding to approximately $9.167 per
c oupon:
month per security) will be paid on the securities on each coupon payment date but only if the
determination closing price of e a c h unde rlying st oc k is at or above its respective downside
threshold level on the related observation date.
I f, on a ny obse rva t ion da t e , t he de t e rm ina t ion c losing pric e of a ny unde rlying st oc k
is le ss t ha n it s re spe c t ive dow nside t hre shold le ve l, no c ont inge nt m ont hly c oupon
w ill be pa id w it h re spe c t t o t ha t obse rva t ion da t e . I t is possible t ha t one or m ore
unde rlying st oc k s w ill re m a in be low t he ir re spe c t ive dow nside t hre shold le ve ls for
e x t e nde d pe riods of t im e or e ve n t hroughout t he e nt ire 3 -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.
With respect to the C Stock, $30.83, which is equal to 50% of its initial share price
Dow nside t hre shold
With respect to the FDX Stock, $74.765, which is equal to 50% of its initial share price
le ve l:
With respect to the CCL Stock, $21.515, which is equal to 50% of its initial share price
With respect to the C Stock, $61.66, which is equal to 100% of its initial share price
Ca ll t hre shold le ve l:
With respect to the FDX Stock, $149.53, which is equal to 100% of its initial share price
With respect to the CCL Stock, $43.03, which is equal to 100% of its initial share price
Pa ym e nt a t m a t urit y: If the securities are not redeemed prior to maturity, investors will receive a payment at maturity
determined as follows:
· If the final share price of each underlying stock is greater than or equal to its respective
downside threshold level: (i) the stated principal amount plus (ii) the contingent monthly coupon with
respect to the final observation date
· If the final share price of any underlying stock is less than its respective downside threshold
level: (i) the stated principal amount multiplied by (ii) the share performance factor of the worst
performing underlying stock
Under these circumstances, the payment at maturity will be significantly less than the stated
principal amount of $1,000, and will represent a loss of more than 50%, and possibly all, of your
investment.
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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
$956.60 per security. See "Investment Summary" beginning on page 3.
t he pric ing da t e :
Com m issions a nd
Age nt 's
issue pric e :
Pric e t o public
c om m issions (1)
Proc e e ds t o us(2)
Pe r
$1,000
$33.50
$966.50
se c urit y
T ot a l
$561,000
$18,793.50
$542,206.50
(1) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $33.50 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.
(2) See "Use of proceeds and hedging" on page 32.
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 2 .
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 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 ving 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 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
Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7
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 September 1, 2022
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 Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of Fe dEx Corpora t ion a nd t he Com m on St oc k of Ca rniva l Corpora t ion
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
I nit ia l sha re pric e :
With respect to the C Stock, $61.66, which is its closing price on the pricing date
With respect to the FDX Stock, $149.53, which is its closing price on the pricing date
With respect to the CCL Stock, $43.03, which is its closing price on the pricing date
Coupon pa ym e nt
Monthly, as set forth under "Observation Dates and Coupon Payment Dates" below. If any such day is
da t e s:
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 shall 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,
independently in the case of each underlying stock, to postponement for non-trading days and certain
market disruption events. We also refer to August 29, 2022 as the final observation date.
Fina l sha re pric e :
With respect to each underlying stock, the closing price of such underlying stock on the final
observation date times the adjustment factor on such date
Adjust m e nt fa c t or:
With respect to each underlying stock, 1.0, subject to adjustment in the event of certain corporate
events affecting such underlying stock
Worst pe rform ing
The underlying stock with the largest percentage decrease from the respective initial share price to the
unde rlying st oc k :
respective final share price
Sha re pe rform a nc e
Final share price divided by the initial share price
fa c t or:
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CU SI P / I SI N :
61769HQD0 / US61769HQD07
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
September 27, 2019
October 2, 2019
October 28, 2019
October 31, 2019
November 27, 2019
December 3, 2019
December 27, 2019
January 2, 2020
January 27, 2020
January 30, 2020
February 27, 2020
March 3, 2020
March 27, 2020
April 1, 2020
April 27, 2020
April 30, 2020
May 27, 2020
June 1, 2020
June 29, 2020
July 2, 2020
July 27, 2020
July 30, 2020
August 27, 2020
September 1, 2020
September 28, 2020
October 1, 2020
October 27, 2020
October 30, 2020
November 27, 2020
December 2, 2020
December 28, 2020
December 31, 2020
January 27, 2021
February 1, 2021
March 1, 2021
March 4, 2021
March 29, 2021
April 1, 2021
April 27, 2021
April 30, 2021
May 27, 2021
June 2, 2021
June 28, 2021
July 1, 2021
July 27, 2021
July 30, 2021
August 27, 2021
September 1, 2021
September 27, 2021
September 30, 2021
October 27, 2021
November 1, 2021
November 29, 2021
December 2, 2021
December 27, 2021
December 30, 2021
January 27, 2022
February 1, 2022
February 28, 2022
March 3, 2022
March 28, 2022
March 31, 2022
April 27, 2022
May 2, 2022
May 27, 2022
June 2, 2022
June 27, 2022
June 30, 2022
July 27, 2022
August 1, 2022
August 29, 2022 (final observation date)
September 1, 2022 (maturity date)
August 2019
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due September 1, 2022
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 Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of Fe dEx Corpora t ion a nd t he Com m on St oc k of Ca rniva l Corpora t ion
Princ ipa l a t Risk Se c urit ie s

Investment Summary
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 September 1, 2022 All Payments on the Securities Based on the Worst Performing
of the Common Stock of Citigroup Inc., the Common Stock of FedEx Corporation and the Common Stock of Carnival Corporation
(the "securities") do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon at
an annual rate of 11.00% but only if the determination closing price of e a c h unde rlying st oc k is a t or a bove 50% of its
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respective initial share price, which we refer to as the respective downside threshold level, on the related observation date. If the
determination closing price of a ny unde rlying st oc k is less than its downside threshold level on any observation date, we will
pay no coupon for the related monthly period. It is possible that the determination closing price of one or m ore unde rlying
st oc k s w ill re m a in be low t he ir re spe c t ive dow nside t hre shold le ve ls for extended periods of time or even throughout
the entire 3-year term of the securities so that you will receive few or no contingent monthly coupons during the entire 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 all of the underlying stocks were to be at or above their respective downside threshold levels on
some monthly observation dates, one or more underlying stocks may fluctuate below the respective downside threshold level(s) on
others. In addition, if the securities have not been automatically called prior to maturity and the final share price of a ny
unde rlying st oc k is less than its respective downside threshold level, investors will be exposed to the decline in the worst
performing underlying stock on a 1-to-1 basis, and will receive a payment at maturity that is less than 50% 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
pa ym e nt s t hroughout t he e nt ire 3 -ye a r t e rm of t he se c urit ie s.

M a t urit y:
Approximately 3 years
Cont inge nt
A contingent monthly coupon at an annual rate of 11.00% (corresponding to
m ont hly c oupon:
approximately $9.167 per month per security) will be paid on the securities on
each coupon payment date but only if the determination closing price of e a c h
unde rlying st oc k is at or above its respective downside threshold level on the
related observation date.

I f on a ny obse rva t ion da t e , t he de t e rm ina t ion c losing pric e of a ny
unde rlying st oc k is le ss t ha n it s re spe c t ive dow nside 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
Starting on December 3, 2019, if the determination closing price of e a c h
re de m pt ion
unde rlying st oc k is greater than or equal to their respective call threshold
qua rt e rly on or
level on any quarterly redemption determination date, beginning on November
a ft e r De c e m be r 3 ,
27, 2019, the securities will be automatically redeemed for an early redemption
2 0 1 9 :
payment equal to the stated principal amount plus the contingent monthly coupon
with respect to the related observation date.
Pa ym e nt a t
If the securities have not previously been redeemed and the final share price of
m a t urit y:
e a c h unde rlying st oc k is gre a t e r t ha n or e qua l t o its respective
downside threshold level, the payment at maturity will be the sum of the stated
principal amount and the related contingent monthly coupon.

If the final share price of a ny unde rlying st oc k is less than its downside
threshold level, investors will receive a payment at maturity based on the decline
in the worst performing underlying stock over the term of the securities. Under
these circumstances, the payment at maturity will be less than 50% 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 .

August 2019
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due September 1, 2022
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 Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of Fe dEx Corpora t ion a nd t he Com m on St oc k of Ca rniva l Corpora t ion
Princ ipa l a t Risk Se c urit ie s

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, 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 $956.60.

What goes into the estimated value on the pricing date?
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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 stocks. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying
stocks, 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 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 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 stocks, 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 stocks, 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.

August 2019
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due September 1, 2022
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 Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of Fe dEx Corpora t ion a nd t he Com m on St oc k of Ca rniva l Corpora t ion
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 determination closing price of e a c h unde rlying st oc k is a t or a bove its respective downside threshold level on
the related observation date. The securities have been designed for investors who are willing to forgo market floating interest rates
and risk the loss of principal and accept the risk of receiving few or no coupon payments for the entire 3-year term of the securities
in exchange for an opportunity to earn interest at a potentially above-market rate if all of the underlying stocks close at or above
their respective downside threshold levels on each monthly observation date, unless the securities are redeemed early. The
following scenarios are for illustration 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 coupon may be payable in none of, or some but not all of, the monthly
periods during the 3-year term of the securities, and the payment at maturity may be less than 50% of the stated principal amount
of the securities and may be zero.

Sc e na rio 1 : T he se c urit ie s
This scenario assumes that, prior to early redemption, all of the underlying stocks close at or
a re re de e m e d prior t o
above their respective downside threshold levels on some monthly observation dates, but one
m a t urit y
or more underlying stocks close below the respective downside threshold level(s) on the others.
Investors receive the contingent monthly coupon for the monthly periods for which the
determination closing prices of all of the underlying stocks are at or above their respective
downside threshold levels on the related observation date, but not for the monthly periods for
which the determination closing prices of one or more underlying stocks are below the
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respective downside threshold level(s) on the related observation date.

When all of the underlying stocks close at or above their respective call threshold levels 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.

Sc e na rio 2 : T he se c urit ie s
This scenario assumes that all of the underlying stocks close at or above their respective
a re not re de e m e d prior t o
downside threshold levels on some monthly observation dates, but one or more underlying
m a t urit y, a nd inve st ors
stocks close below the respective downside threshold level(s) on the others, and at least one of
re c e ive princ ipa l ba c k a t
the underlying stocks closes below its call threshold level on every quarterly redemption
m a t urit y
determination date. Consequently, the securities are not redeemed early, and investors receive
the contingent monthly coupon for the monthly periods for which the determination closing
prices of all of the underlying stocks are at or above their respective downside threshold levels
on the related observation date, but not for the monthly periods for which the determination
closing prices of one or more underlying stocks are below the respective downside threshold
level(s) on the related observation date. On the final observation date, all of the underlying
stocks close at or above their respective downside threshold levels. At maturity, in addition to
the contingent monthly coupon with respect to the final observation date, investors will receive
the stated principal amount.
August 2019
Page 5
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due September 1, 2022
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 Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of Fe dEx Corpora t ion a nd t he Com m on St oc k of Ca rniva l Corpora t ion
Princ ipa l a t Risk Se c urit ie s

Sc e na rio 3 : T he se c urit ie s
This scenario assumes that all of the underlying stocks close at or above their respective
a re not re de e m e d prior t o
downside threshold levels on some monthly observation dates, but one or more underlying
m a t urit y, a nd inve st ors
stocks close below the respective downside threshold level(s) on the others, and at least one of
suffe r a subst a nt ia l loss of
the underlying stocks closes below its call threshold level on every quarterly redemption
princ ipa l a t m a t urit y
determination date. Consequently, the securities are not redeemed early, and investors receive
the contingent monthly coupon for the monthly periods for which the determination closing
prices of all of the underlying stocks are greater than or equal to their respective downside
threshold levels on the related observation date, but not for the monthly periods for which the
determination closing prices of one or more underlying stocks are below the respective
downside threshold level(s) on the related observation date. On the final observation date, one
or more underlying stocks close below the respective downside threshold level(s). At maturity,
investors will receive an amount equal to the stated principal amount multiplied by the share
performance factor of the worst performing underlying stock. Under these circumstances, the
payment at maturity will be less than 50% of the stated principal amount and could be
zero. No coupon will be paid at maturity in this scenario.
August 2019
Page 6
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due September 1, 2022
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 Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of Fe dEx Corpora t ion a nd t he Com m on St oc k of Ca rniva l Corpora t ion
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 determination closing prices on
each monthly observation date, (2) the determination closing prices on each quarterly redemption determination date and (3) the
https://www.sec.gov/Archives/edgar/data/895421/000095010319011425/dp111954_424b2-ps2377.htm[8/29/2019 3:45:54 PM]


final share prices. Please see "Hypothetical Examples" below for an 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)


Dia gra m # 2 : Aut om a t ic Ea rly Re de m pt ion


August 2019
Page 7
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due September 1, 2022
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 Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of Fe dEx Corpora t ion a nd t he Com m on St oc k of Ca rniva l Corpora t ion
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" below.

August 2019
Page 8
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due September 1, 2022
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 Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of Fe dEx Corpora t ion a nd t he Com m on St oc k of Ca rniva l Corpora t ion
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, assuming the securities are not redeemed prior to maturity.
The following examples are for illustrative purposes only. Whether you receive a contingent monthly coupon will be determined by
reference to the determination closing price of each underlying stock on each monthly observation date, and the amount you will
receive at maturity, if any, will be determined by reference to the final share price of each underlying stock on the final observation
date. The actual initial share price, call threshold level and downside threshold level for each underlying stock are set forth on the
cover of this document. All payments on the securities, if any, are subject to our credit risk. The below examples are based on the
following terms:

Contingent Monthly Coupon:
11.00% per annum (corresponding to approximately $9.167 per month per security)1

Wit h re spe c t t o e a c h c oupon pa ym e nt da t e , a c ont inge nt m ont hly c oupon is
pa id but only if t he de t e rm ina t ion c losing pric e of e a c h unde rlying st oc k is a t or
a bove it s re spe c t ive dow nside t hre shold le ve l on t he re la t e d obse rva t ion da t e .
Payment at Maturity (if the
If the final share price of e a c h underlying stock is gre a t e r t ha n or e qua l t o its respective
securities are not redeemed prior downside threshold level: the stated principal amount and the contingent monthly coupon with
to maturity):
respect to the final observation date

If the final share price of a ny underlying stock is le ss t ha n its respective downside threshold
level: (i) the stated principal amount multiplied by (ii) the share performance factor of the worst
performing underlying stock
Stated Principal Amount:
$1,000
Hypothetical Initial Share Price:
With respect to the C Stock: $65.00
With respect to the FDX Stock: $160.00
With respect to the CCL Stock: $45.00
Hypothetical Call Threshold Level: With respect to the C Stock: $65.00, which is 100% of its hypothetical initial share price
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With respect to the FDX Stock: $160.00, which is 100% of its hypothetical initial share price
With respect to the CCL Stock: $45.00, which is 100% of its hypothetical initial share price
Hypothetical Downside Threshold With respect to the C Stock: $32.50, which is 50% of its hypothetical initial share price
Level:
With respect to the FDX Stock: $80.00, which is 50% of its hypothetical initial share price
With respect to the CCL Stock: $22.50, which is 50% of its hypothetical initial share price
1 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 day-count basis. The hypothetical contingent monthly coupon of $9.167 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:


Determination Closing Price
Hypothetical
Contingent Monthly
Coupon

C Stock
FDX Stock
CCL Stock

Hypothetical
$34.00 (a t or
$90.00 (a t or
$25.00 (a t or
$9.167
Observation Date a bove its downside a bove its downside a bove its downside
1
threshold level)
threshold level)
threshold level)
Hypothetical
$30.00 (be low its
$92.00 (a t or
$28.00 (a t or
$0
Observation Date
downside threshold a bove its downside a bove its downside
2
level)
threshold level)
threshold level)
August 2019
Page 9
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due September 1, 2022
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 Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of Fe dEx Corpora t ion a nd t he Com m on St oc k of Ca rniva l Corpora t ion
Princ ipa l a t Risk Se c urit ie s

Hypothetical
$38.00 (a t or
$70.00 (be low its
$20.00 (be low its
$0
Observation Date a bove its downside downside threshold downside threshold
3
threshold level)
level)
level)
Hypothetical
$27.00 (be low its
$65.00 (be low its
$18.00 (be low its
$0
Observation Date
downside threshold downside threshold downside threshold
4
level)
level)
level)

On hypothetical observation date 1, each of the underlying stocks closes at or above its respective downside threshold level.
Therefore, a contingent monthly coupon of $9.167 is paid on the relevant coupon payment date.

On each of hypothetical observation dates 2 and 3, at least one underlying stock closes at or above its downside threshold level,
but one or more of the other underlying stocks close below their respective downside threshold level(s). Therefore, no contingent
monthly coupon is paid on the relevant coupon payment date.

On hypothetical observation date 4, each of the underlying stocks closes below its respective downside threshold level, and
accordingly no contingent monthly coupon is paid on the relevant coupon payment date.

Y ou w ill not re c e ive a c ont inge nt m ont hly c oupon on a ny c oupon pa ym e nt da t e if t he de t e rm ina t ion c losing
pric e of a ny unde rlying st oc k is be low it s re spe c t ive dow nside t hre shold le ve l on t he re la t e d obse rva t ion
da t e .

How to calculate the payment at maturity:

In the following examples, one or more underlying stocks close below the respective call threshold level(s) on each redemption
determination date, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until,
maturity.


Final Share Price
Payment at Maturity
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