Obbligazione Morgan Stanley Financial 12.5% ( US61769HQE89 ) in USD

Morgan Stanley Financial

100 USD ⇌

Stati Uniti

US61769HQE89 ( in USD )

12.5% per anno ( pagato 2 volte l'anno)

01/09/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61769HQE89 in USD 12.5%, scaduta

1 000 USD

61769HQE8

N/A

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 US61769HQE89, pays a coupon of 12.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/09/2022

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424B2 1 dp111937_424b2-ps2378.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering
Amount of Registration
Price
Fee
Contingent Income Auto-Cal able Securities due 2022
$1,259,000

$152.59
August 2019
Pricing Supplement No. 2,378
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-Cal able Securities due September 1, 2022
All Payments on the Securities Based on the Worst Performing of the Common Stock of Bank of America Corporation, the
Common Stock of salesforce.com, inc. and the Common Stock of NIKE, Inc.
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are ful y and unconditional y 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 wil pay a contingent monthly coupon but only if the determination closing price of each of the
common stock of Bank of America Corporation, the common stock of salesforce.com, inc. and the common stock of NIKE,
Inc., which we refer to col ectively as the underlying stocks, is at or above 60% 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 any underlying
stock is less than its respective downside threshold level on any observation date, we wil pay no interest for the related monthly
period. In addition, the securities wil be automatical y redeemed if the determination closing price of each underlying stock is greater
than or equal to 100% of its respective initial share price, which we refer to as the respective cal 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 each
underlying stock is greater than or equal to its respective downside threshold level, the payment at maturity wil also be the sum of
the stated principal amount and the related contingent monthly coupon. However, if the final share price of any underlying stock is
less than its respective downside threshold level, investors wil be exposed to the decline in the worst performing underlying stock on a
1-to-1 basis and wil receive a payment at maturity that is less than 60% of the stated principal amount of the securities and could be
zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment and also
the risk of not receiving any contingent monthly coupons throughout the 3-year term of the securities. The securities are for
investors who are wil ing to risk their principal and seek an opportunity to earn interest at a potential y 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 any underlying stock below the relevant downside threshold level wil 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 al 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 wil 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 wil 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 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.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Underlying stocks:
Bank of America Corporation common stock (the "BAC Stock"), salesforce.com, inc. common
stock (the "CRM Stock") and NIKE, Inc. common stock (the "NKE Stock")
Aggregate principal amount:
$1,259,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security
Pricing date:
August 27, 2019
Original issue date:
August 30, 2019 (3 business days after the pricing date)
Maturity date:
September 1, 2022

Early redemption:
If, on any redemption determination date, beginning on November 27, 2019, the determination
closing price of each underlying stock is greater than or equal to its respective cal threshold
level, the securities wil be automatical y redeemed for an early redemption payment on the
related early redemption date. No further payments wil be made on the securities once they
have been redeemed.
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The securities will not be redeemed early on any early redemption date if the
determination closing price of any underlying stock is below its respective call threshold
level on the related redemption determination date.
Early redemption payment:
The early redemption payment wil be an amount equal to (i) the stated principal amount for
each security you hold plus (i ) the contingent monthly coupon with respect to the related
observation date.
Determination closing price:
With respect to each underlying stock, the closing price of such underlying stock on any
redemption determination date or observation date (other than the final observation date), times
the adjustment factor on such determination date or observation date, as applicable
Redemption determination dates: November 27, 2019, February 27, 2020, May 27, 2020, August 27, 2020, November 27, 2020,
March 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
Early redemption dates:
December 3, 2019, March 3, 2020, June 1, 2020, September 1, 2020, December 2, 2020,
March 4, 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 wil
be made on the next succeeding business day and no adjustment wil be made to any early
redemption payment made on that succeeding business day.
Contingent monthly coupon:
A contingent monthly coupon at an annual rate of 12.50% (corresponding to approximately
$10.417 per month per security) wil be paid on the securities on each coupon payment date but
only if the determination closing price of each underlying stock is at or above its respective
downside threshold level on the related observation date.
If, on any observation date, the determination closing price of any underlying stock is
less than its respective downside threshold level, no contingent monthly coupon will be
paid with respect to that observation date. It is possible that one or more underlying
stocks will remain below their respective downside threshold levels 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.
With respect to the BAC Stock, $15.882, which is equal to 60% of its initial share price
Downside threshold level:
With respect to the CRM Stock, $92.142, which is equal to 60% of its initial share price
With respect to the NKE Stock, $49.218, which is equal to 60% of its initial share price
With respect to the BAC Stock, $26.47, which is equal to 100% of its initial share price
Call threshold level:
With respect to the CRM Stock, $153.57, which is equal to 100% of its initial share price
With respect to the NKE Stock, $82.03, which is equal to 100% of its initial share price
Payment at maturity:
If the securities are not redeemed prior to maturity, investors wil receive a payment at maturity
determined as fol ows:
· 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 (i ) 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 (i ) the share performance factor
of the worst performing underlying stock
Under these circumstances, the payment at maturity wil be significantly less than the stated
principal amount of $1,000, and wil represent a loss of more than 40%, and possibly al , of
your investment.

Terms continued on the following page
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a whol y owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of
interest."
Estimated value on the pricing
$952.00 per security. See "Investment Summary" beginning on page 3.
date:
Commissions and issue price:
Price to public
Agent's commissions(1)
Proceeds to us(2)
Per security
$1,000
$33.50
$966.50
Total
$1,259,000
$42,176.50
$1,216,823.50
(1) Selected dealers and their financial advisors wil col ectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $33.50 for each security they sel . 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.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on
page 12.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities,
or determined if this document or the accompanying product supplement and prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The securities are not deposits or saving 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.
You should read this document together with the related product supplement and prospectus, each of which can be accessed
via the hyperlinks below. Please also see "Additional Terms of the Securities" and "Additional Information About the
Securities" at the end of this document.
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively,
as the context requires.
Product Supplement for Auto-Callable Securities dated November 16, 2017 Prospectus dated November 16, 2017
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Morgan Stanley Finance LLC
Contingent Income Auto-Cal able Securities due September 1, 2022
All Payments on the Securities Based on the Worst Performing of the Common Stock of Bank of America Corporation, the Common Stock
of salesforce.com, inc. and the Common Stock of NIKE, Inc.
Principal at Risk Securities
Terms continued from previous page:
Initial share price:
With respect to the BAC Stock, $26.47, which is its closing price on the pricing date
With respect to the CRM Stock, $153.57, which is its closing price on the pricing date
With respect to the NKE Stock, $82.03, which is its closing price on the pricing date
Coupon payment dates:
Monthly, as set forth under "Observation Dates and Coupon Payment Dates" below. If any such
day is not a business day, that coupon payment wil be made on the next succeeding business day
and no adjustment wil 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 shal be paid on
the maturity date.
Observation dates:
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.
Final share price:
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
Adjustment factor:
With respect to each underlying stock, 1.0, subject to adjustment in the event of certain corporate
events affecting such underlying stock
Worst performing underlying
The underlying stock with the largest percentage decrease from the respective initial share price to
stock:
the respective final share price
Share performance factor:
Final share price divided by the initial share price
CUSIP / ISIN:
61769HQE8 / US61769HQE89
Listing:
The securities wil not be listed on any securities exchange.

Observation Dates and Coupon Payment Dates
Observation Dates
Coupon Payment Dates
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)

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Morgan Stanley Finance LLC
Contingent Income Auto-Cal able Securities due September 1, 2022
All Payments on the Securities Based on the Worst Performing of the Common Stock of Bank of America Corporation, the Common Stock
of salesforce.com, inc. and the Common Stock of NIKE, Inc.
Principal at Risk Securities
Investment Summary

Contingent Income Auto-Callable Securities
Principal at Risk Securities

Contingent Income Auto-Cal able Securities due September 1, 2022 Al Payments on the Securities Based on the Worst Performing of
the Common Stock of Bank of America Corporation, the Common Stock of salesforce.com, inc. and the Common Stock of NIKE, Inc.
(the "securities") do not provide for the regular payment of interest. Instead, the securities wil pay a contingent monthly coupon at an
annual rate of 12.50% but only if the determination closing price of each underlying stock is at or above 60% of its 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 any underlying stock is less than its downside threshold level on any observation date, we wil pay no coupon for the related
monthly period. It is possible that the determination closing price of one or more underlying stocks will remain below their
respective downside threshold levels for extended periods of time or even throughout the entire 3-year term of the securities so that
you wil 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 wil receive a coupon payment on any coupon payment date. Even if al 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
automatical y cal ed prior to maturity and the final share price of any underlying stock is less than its respective downside threshold
level, investors wil be exposed to the decline in the worst performing underlying stock on a 1-to-1 basis, and wil receive a payment at
maturity that is less than 60% of the stated principal amount of the securities and could be zero. Accordingly, investors in the
securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving any
contingent monthly payments throughout the entire 3-year term of the securities.

Maturity:
Approximately 3 years
Contingent monthly coupon:
A contingent monthly coupon at an annual rate of 12.50% (corresponding to
approximately $10.417 per month per security) wil be paid on the securities on each
coupon payment date but only if the determination closing price of each underlying
stock is at or above its respective downside threshold level on the related observation
date.

If on any observation date, the determination closing price of any underlying
stock is less than its respective downside threshold level, we will pay no coupon
for the applicable monthly period.

Automatic early redemption
Starting on December 3, 2019, if the determination closing price of each underlying
quarterly on or after December 3,
stock is greater than or equal to their respective cal threshold level on any quarterly
2019:
redemption determination date, beginning on November 27, 2019, the securities wil be
automatical y 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 previously been redeemed and the final share price of each
underlying stock is greater than or equal to its respective downside threshold level,
the payment at maturity wil be the sum of the stated principal amount and the related
contingent monthly coupon.

If the final share price of any underlying stock is less than its downside threshold
level, investors wil 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 wil be less than 60% of the stated principal amount of the
securities and could be zero. Accordingly, investors in the securities must be
willing to accept the risk of losing their entire initial investment.

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Morgan Stanley Finance LLC
Contingent Income Auto-Cal able Securities due September 1, 2022
All Payments on the Securities Based on the Worst Performing of the Common Stock of Bank of America Corporation, the Common Stock
of salesforce.com, inc. and the Common Stock of NIKE, Inc.
Principal at Risk Securities
The original issue price of each security is $1,000. 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 pricing date is less than $1,000.
We estimate that the value of each security on the pricing date is $952.00.

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 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 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 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, sel ing, 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 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 associated with issuing, sel ing, structuring
and hedging the securities are not ful y deducted upon issuance, for a period of up to 6 months fol owing the issue 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 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 wil 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.

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Morgan Stanley Finance LLC
Contingent Income Auto-Cal able Securities due September 1, 2022
All Payments on the Securities Based on the Worst Performing of the Common Stock of Bank of America Corporation, the Common Stock
of salesforce.com, inc. and the Common Stock of NIKE, Inc.
Principal at Risk Securities
Key Investment Rationale

The securities do not provide for the regular payment of interest. Instead, the securities wil pay a contingent monthly coupon but only
if the determination closing price of each underlying stock is at or above its respective downside threshold level on the related
observation date. The securities have been designed for investors who are wil ing 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 potential y above-market rate if al 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 fol owing scenarios are for
il ustration 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 al of, the monthly periods during the 3-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.

Scenario 1: The securities are
This scenario assumes that, prior to early redemption, al of the underlying stocks close at or
redeemed prior to maturity
above their respective downside threshold levels on some monthly observation dates, but one 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 al 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.

When al of the underlying stocks close at or above their respective cal threshold levels on a
quarterly redemption determination date, the securities wil be automatical y redeemed for the
stated principal amount plus the contingent monthly coupon with respect to the related
observation date.
Scenario 2: The securities are
This scenario assumes that al of the underlying stocks close at or above their respective
not redeemed prior to maturity,
downside threshold levels on some monthly observation dates, but one or more underlying
and investors receive principal
stocks close below the respective downside threshold level(s) on the others, and at least one of
back at maturity
the underlying stocks closes below its cal threshold level on every quarterly redemption
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 al 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, al 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 wil receive the stated
principal amount.

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Morgan Stanley Finance LLC
Contingent Income Auto-Cal able Securities due September 1, 2022
All Payments on the Securities Based on the Worst Performing of the Common Stock of Bank of America Corporation, the Common Stock
of salesforce.com, inc. and the Common Stock of NIKE, Inc.
Principal at Risk Securities
Scenario 3: The securities are
This scenario assumes that al of the underlying stocks close at or above their respective
not redeemed prior to maturity,
downside threshold levels on some monthly observation dates, but one or more underlying
and investors suffer a
stocks close below the respective downside threshold level(s) on the others, and at least one of
substantial loss of principal at
the underlying stocks closes below its cal threshold level on every quarterly redemption
maturity
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 al 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 wil 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 wil be
less than 60% of the stated principal amount and could be zero. No coupon wil be paid at
maturity in this scenario.

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Morgan Stanley Finance LLC
Contingent Income Auto-Cal able Securities due September 1, 2022
All Payments on the Securities Based on the Worst Performing of the Common Stock of Bank of America Corporation, the Common Stock
of salesforce.com, inc. and the Common Stock of NIKE, Inc.
Principal at Risk Securities
How the Securities Work

The fol owing diagrams il ustrate 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 final share
prices. Please see "Hypothetical Examples" below for an il ustration of hypothetical payouts on the securities.

Diagram #1: Contingent Monthly Coupons (Beginning on the First Coupon Payment Date until Early Redemption or Maturity)

Diagram #2: Automatic Early Redemption

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Morgan Stanley Finance LLC
Contingent Income Auto-Cal able Securities due September 1, 2022
All Payments on the Securities Based on the Worst Performing of the Common Stock of Bank of America Corporation, the Common Stock
of salesforce.com, inc. and the Common Stock of NIKE, Inc.
Principal at Risk Securities
Diagram #3: Payment at Maturity if No Automatic Early Redemption Occurs

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

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