Obbligazione Morgan Stanley Financial 0% ( US61769HR989 ) in USD

Morgan Stanley Financial

100 USD ▼

Stati Uniti

US61769HR989 ( in USD )

20/11/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61769HR989 in USD 0%, scaduta

1 000 USD

2 370 000 USD

61769HR98

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 US61769HR989, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 20/11/2023

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61769HR989, was rated NR by Moody's credit rating agency.

424B2 1 dp115984_424b2-ps2846.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Buffered Performance Leveraged Upside

$2,370,000

$307.63
Securities due 2023
N ove m be r 2 0 1 9
Pricing Supplement No. 2,846
Registration Statement Nos. 333-221595; 333-221595-01
Dated November 15, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Buffered PLUS Based on the Value of the S&P 500® Index due November 20, 2023
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM w it h Dow nside Fa c t or
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 Buffered PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally
guaranteed by Morgan Stanley. The Buffered PLUS will pay no interest, do not guarantee any return of principal at maturity and
have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented
or modified by this document. At maturity, if the underlying index has appreciated in value, investors will receive the stated principal
amount of their investment plus leveraged upside performance of the underlying index, subject to the maximum payment at
maturity. If the underlying index has depreciated in value, but the underlying index has not declined by more than the specified
buffer amount, the Buffered PLUS will redeem for par. However, if the underlying index has declined by more than the buffer
amount, investors will lose 1.25% for every 1% decline beyond the specified buffer amount. T he re is no m inim um pa ym e nt
a t m a t urit y on t he Buffe re d PLU S. Ac c ordingly, you c ould lose your e nt ire init ia l inve st m e nt in t he Buffe re d
PLU S. The Buffered PLUS are for investors who seek an equity index-based return and who are willing to risk their principal and
forgo current income and upside above the maximum payment at maturity in exchange for the leverage and buffer features that in
each case apply to a limited range of performance of the underlying index. The Buffered PLUS 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 Buffe re d PLU S a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y
int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S

I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
M a t urit y da t e :
November 20, 2023
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l a m ount :
$2,370,000
Pa ym e nt a t m a t urit y:
· If the final index value is greater than the initial index value:
$1,000 + the leveraged upside payment
In no event will the payment at maturity exceed the maximum payment at maturity.
· If the final index value is less than or equal to the initial index value but has decreased
from the initial index value by an amount less than or equal to the buffer amount of
20%:
$1,000
· If the final index value is less than the initial index value and has decreased from the
initial index value by an amount greater than the buffer amount of 20%:
$1,000 + [$1,000 x (index return + 20%) x downside factor]
Under these circumstances, the payment at maturity will be less than the stated
principal amount of $1,000 and could be zero.
Le ve ra ge d upside pa ym e nt :
$1,000 x leverage factor x index return
Le ve ra ge fa c t or:
120%
Dow nside fa c t or:
1.25
I nde x re t urn:
(final index value initial index value) / initial index value
I nit ia l inde x va lue :
3,120.46, which is the index closing value on the pricing date
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Fina l inde x va lue :
The index closing value on the valuation date
V a lua t ion da t e :
November 15, 2023, subject to adjustment for non-index business days and certain market
disruption events
Buffe r a m ount :
20%. As a result of the buffer amount of 20%, the value at or above which the underlying
index must close on the valuation date so that investors do not suffer a loss on their initial
investment in the Buffered PLUS is 2,496.368, which is 80% of the initial index value.
M inim um pa ym e nt a t m a t urit y:
None
M a x im um pa ym e nt a t m a t urit y: $1,650 per Buffered PLUS (165% of the stated principal amount)
St a t e d princ ipa l a m ount :
$1,000 per Buffered PLUS
I ssue pric e :
$1,000 per Buffered PLUS (see "Commissions and issue price" below)
Pric ing da t e :
November 15, 2019
Origina l issue da t e :
November 20, 2019 (3 business days after the pricing date)
CU SI P / I SI N :
61769HR98 / US61769HR989
List ing:
The Buffered PLUS will not be listed on any securities exchange.
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
$982.40 per Buffered PLUS. See "Investment Summary" beginning on page 2.
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 Buffe re d PLU S
$1,000
$2.50
$997.50
T ot a l
$2,370,000
$5,925
$2,364,075
(1)
Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of
$2.50 for each Buffered PLUS they sell. See "Supplemental information regarding plan of distribution; conflicts of interest."
For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement for
PLUS.
(2)
See "Use of proceeds and hedging" on page 13.
T he Buffe re d PLU S involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt
se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge 5 .
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 Buffe re d PLU S a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit
I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or
gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of
t he Buffe re d PLU S" a nd "Addit iona l I nform a t ion About t he Buffe re d PLU 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 PLU S da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7
Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Buffe re d PLU S Ba se d on t he V a lue of t he S& P 5 0 0 ® I nde x due N ove m be r 2 0 , 2 0 2 3
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM w it h Dow nside Fa c t or
Princ ipa l a t Risk Se c urit ie s
Investment Summary
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s w it h Dow nside Fa c t or
Princ ipa l a t Risk Se c urit ie s

The Buffered PLUS Based on the Value of the S&P 500® Index due November 20, 2023 (the "Buffered PLUS") can be used:

As an alternative to direct exposure to the underlying index that enhances returns for a certain range of potential positive
performance of the underlying index, subject to the maximum payment at maturity
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To enhance returns and potentially outperform the underlying index in a moderately bullish scenario

To achieve similar levels of upside exposure to the underlying index as a direct investment while using fewer dollars by taking
advantage of the leverage factor

To obtain a buffer against a specified level of negative performance in the underlying index

M a t urit y:
4 years
Le ve ra ge fa c t or:
120%
Buffe r a m ount :
20%
Dow nside fa c t or:
1.25
M a x im um pa ym e nt a t m a t urit y:
$1,650 per Buffered PLUS (165% of the stated principal amount)
M inim um pa ym e nt a t m a t urit y:
None. You may lose your entire initial investment in the Buffered PLUS.
I nt e re st :
None

The original issue price of each Buffered PLUS is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the Buffered PLUS, which are borne by you, and, consequently, the estimated value of the Buffered PLUS on the pricing
date is less than $1,000. We estimate that the value of each Buffered PLUS on the pricing date is $982.40.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the Buffered PLUS?

In determining the economic terms of the Buffered PLUS, including the leverage factor, the buffer amount, the downside factor and
the maximum payment at maturity, 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 Buffered PLUS would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the Buffered PLUS?

The price at which MS & Co. purchases the Buffered PLUS in the secondary market, absent changes in market conditions,
including those related to the underlying index, may vary from, and be lower than, the estimated value on the pricing date, because
the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co.
would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing,
selling, structuring and hedging the Buffered PLUS are not fully deducted upon issuance, for a period of up to 6 months following
the issue date, to the extent that MS & Co. may buy or sell the Buffered PLUS in the secondary market, absent changes in market
conditions, including those related to the underlying index, and to our secondary market credit spreads, it would do so based on
values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account
statements.

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

November 2019
Page 2
Morgan Stanley Finance LLC
Buffe re d PLU S Ba se d on t he V a lue of t he S& P 5 0 0 ® I nde x due N ove m be r 2 0 , 2 0 2 3
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM w it h Dow nside Fa c t or
Princ ipa l a t Risk Se c urit ie s
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K e y I nve st m e nt Ra t iona le

The Buffered PLUS offer leveraged upside exposure to the underlying index, subject to the maximum payment at maturity, while
providing limited protection against negative performance of the underlying index. Once the underlying index has decreased in
value by more than the specified buffer amount, investors are exposed to the negative performance of the underlying index on a
leveraged basis. At maturity, if the underlying index has appreciated, investors will receive the stated principal amount of their
investment plus leveraged upside performance of the underlying index, subject to the maximum payment at maturity. At maturity, if
the underlying index has depreciated and (i) if the final index value of the underlying index has not declined from the initial index
value by more than the specified buffer amount, the Buffered PLUS will redeem for par, or (ii) if the final index value of the
underlying index has declined by more than the buffer amount, the investor will lose 1.25% for every 1% decline beyond the
specified buffer amount. T he re is no m inim um pa ym e nt a t m a t urit y on t he Buffe re d PLU S. Ac c ordingly, you c ould
lose your e nt ire init ia l inve st m e nt in t he Buffe re d PLU S.

Le ve ra ge d
The Buffered PLUS offer investors an opportunity to capture enhanced returns for a certain range of
Pe rform a nc e U p
positive performance relative to a direct investment in the underlying index, subject to the maximum
t o a Ca p
payment at maturity.
U pside Sc e na rio
The underlying index increases in value, and, at maturity, the Buffered PLUS redeem for the stated
principal amount of $1,000 plus 120% of the index return, subject to the maximum payment at maturity of
$1,650 per Buffered PLUS (165% of the stated principal amount).
Pa r Sc e na rio
The underlying index declines in value by no more than 20%, and, at maturity, the Buffered PLUS redeem
for the stated principal amount of $1,000.
Dow nside
The underlying index declines in value by more than 20%, and, at maturity, the Buffered PLUS redeem for
Sc e na rio
less than the stated principal amount by an amount that is proportionate to the percentage decrease
beyond the buffer amount of 20% times the downside factor of 1.25. (Example: if the underlying index
decreases in value by 28%, the Buffered PLUS will redeem for $900, or 90% of the stated principal
amount.) There is no minimum payment at maturity on the Buffered PLUS, and you could lose your entire
investment.

November 2019
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Morgan Stanley Finance LLC
Buffe re d PLU S Ba se d on t he V a lue of t he S& P 5 0 0 ® I nde x due N ove m be r 2 0 , 2 0 2 3
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM w it h Dow nside Fa c t or
Princ ipa l a t Risk Se c urit ie s
How the Buffered PLUS Work

Pa yoff Dia gra m

The payoff diagram below illustrates the payment at maturity on the Buffered PLUS based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per Buffered PLUS
Le ve ra ge fa c t or:
120%
Buffe r a m ount :
20%
Dow nside fa c t or:
1.25
$1,650 per Buffered PLUS (165% of the stated principal
M a x im um pa ym e nt a t m a t urit y:
amount)
M inim um pa ym e nt a t m a t urit y:
None

Buffe re d PLU S Pa yoff Dia gra m
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H ow it w ork s

U pside Sc e na rio. If the final index value is greater than the initial index value, investors will receive the $1,000 stated
principal amount plus 120% of the appreciation of the underlying index over the term of the Buffered PLUS, subject to the
maximum payment at maturity. Under the terms of the Buffered PLUS, an investor will realize the maximum payment at
maturity of $1,650 per Buffered PLUS (165% of the stated principal amount) at a final index value of approximately 154.167%
of the initial index value.

Pa r Sc e na rio. If the final index value is less than or equal to the initial index value but has decreased from the initial index
value by an amount less than or equal to the buffer amount of 20%, investors will receive the stated principal amount of $1,000
per Buffered PLUS.

Dow nside Sc e na rio. If the final index value is less than the initial index value and has decreased from the initial index
value by an amount greater than the buffer amount of 20%, investors will receive an amount that is less than the stated
principal amount by an amount that is proportionate to the percentage decrease beyond the buffer amount of 20% times the
downside factor of 1.25.

o
For example, if the underlying index depreciates 28%, investors will lose 10% of their principal and receive only
$900 per Buffered PLUS at maturity, or 90% of the stated principal amount.

November 2019
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Morgan Stanley Finance LLC
Buffe re d PLU S Ba se d on t he V a lue of t he S& P 5 0 0 ® I nde x due N ove m be r 2 0 , 2 0 2 3
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM w it h Dow nside Fa c t or
Princ ipa l a t Risk Se c urit ie s
Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the Buffered PLUS. For further discussion of these
and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for PLUS, index
supplement and prospectus. You should also consult with your investment, legal, tax, accounting and other advisers in connection
with your investment in the Buffered PLUS.
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T he Buffe re d PLU S do not pa y int e re st or gua ra nt e e t he re t urn of a ny of your princ ipa l. The terms of the
Buffered PLUS differ from those of ordinary debt securities in that the Buffered PLUS do not pay interest and do not guarantee
any return of principal at maturity. If the final index value has declined by an amount greater than the buffer amount of 20%
from the initial index value, you will receive for each Buffered PLUS that you hold a payment at maturity that is less than the
stated principal amount of each Buffered PLUS by an amount proportionate to the decline in the value of the underlying index
below 80% of the initial index value times the downside factor of 1.25. As t he re is no m inim um pa ym e nt a t m a t urit y
on t he Buffe re d PLU S, you c ould lose your e nt ire init ia l inve st m e nt .

T he a ppre c ia t ion pot e nt ia l of t he Buffe re d PLU S is lim it e d by t he m a x im um pa ym e nt a t m a t urit y. The
appreciation potential of the Buffered PLUS is limited by the maximum payment at maturity of $1,650 per Buffered PLUS, or
165% of the stated principal amount. Although the leverage factor provides 120% exposure to any increase in the final index
value over the initial index value, because the payment at maturity will be limited to 165% of the stated principal amount for
the Buffered PLUS, any increase in the final index value over the initial index value by more than approximately 54.167% of
the initial index value will not further increase the return on the Buffered PLUS.

T he m a rk e t pric e w ill be influe nc e d by m a ny unpre dic t a ble fa c t ors. Several factors, many of which are beyond
our control, will influence the value of the Buffered PLUS in the secondary market and the price at which MS & Co. may be
willing to purchase or sell the Buffered PLUS in the secondary market, including: the value, volatility (frequency and magnitude
of changes in value) and dividend yield of the underlying index, interest and yield rates, time remaining to maturity, geopolitical
conditions and economic, financial, political and regulatory or judicial events that affect the underlying index or equities markets
generally and which may affect the final index value of the underlying index and any actual or anticipated changes in our credit
ratings or credit spreads. The value of the underlying index may be, and has recently been, volatile, and we can give you no
assurance that the volatility will lessen. See "S&P 500® Index Overview" below. You may receive less, and possibly
significantly less, than the stated principal amount per Buffered PLUS if you try to sell your Buffered PLUS prior to maturity.

T he Buffe re d PLU S a re subje c t t o our c re dit risk , a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o our c re dit
ra t ings or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he Buffe re d PLU S. You are dependent on
our ability to pay all amounts due on the Buffered PLUS at maturity and therefore you are subject to our credit risk. If we
default on our obligations under the Buffered PLUS, your investment would be at risk and you could lose some or all of your
investment. As a result, the market value of the Buffered PLUS prior to maturity will be affected by changes in the market's
view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by
the market for taking our credit risk is likely to adversely affect the market value of the Buffered PLUS.

As a fina nc e subsidia ry, M SFL ha s no inde pe nde nt ope ra t ions a nd w ill ha ve no inde pe nde nt a sse t s. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have
no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available
under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

T he a m ount pa ya ble on t he Buffe re d PLU S is not link e d t o t he va lue of t he unde rlying inde x a t a ny t im e
ot he r t ha n t he va lua t ion da t e . The final index value will be the index closing value on the valuation date, subject to
adjustment for non-index business days and certain market disruption events. Even if the value of the underlying index
appreciates prior to the valuation date but then drops by the valuation date, the payment at maturity may be less, and may be
significantly less, than it would have been had the payment at maturity been linked to the value of the

November 2019
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Morgan Stanley Finance LLC
Buffe re d PLU S Ba se d on t he V a lue of t he S& P 5 0 0 ® I nde x due N ove m be r 2 0 , 2 0 2 3
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM w it h Dow nside Fa c t or
Princ ipa l a t Risk Se c urit ie s
underlying index prior to such drop. Although the actual value of the underlying index on the stated maturity date or at other
times during the term of the Buffered PLUS may be higher than the final index value, the payment at maturity will be based
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solely on the index closing value on the valuation date.

I nve st ing in t he Buffe re d PLU S is not e quiva le nt t o inve st ing in t he unde rlying inde x . Investing in the
Buffered PLUS is not equivalent to investing in the underlying index or its component stocks. Investors in the Buffered PLUS
will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that
constitute the underlying index.

Adjust m e nt s t o t he unde rlying inde x c ould a dve rse ly a ffe c t t he va lue of t he Buffe re d PLU S. The underlying
index publisher may add, delete or substitute the stocks constituting the underlying index or make other methodological
changes that could change the value of the underlying index. The underlying index publisher may discontinue or suspend
calculation or publication of the underlying index at any time. In these circumstances, the calculation agent will have the sole
discretion to substitute a successor index that is comparable to the discontinued underlying index and is permitted to consider
indices that are calculated and published by the calculation agent or any of its affiliates. If the calculation agent determines that
there is no appropriate successor index, the payment at maturity on the Buffered PLUS will be an amount based on the closing
prices at maturity of the securities composing the underlying index at the time of such discontinuance, without rebalancing or
substitution, computed by the calculation agent in accordance with the formula for calculating the underlying index last in effect
prior to discontinuance of the underlying index.

T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he Buffe re d
PLU S in t he origina l issue pric e re duc e t he e c onom ic t e rm s of t he Buffe re d PLU S, c a use t he e st im a t e d
va lue of t he Buffe re d PLU S t o be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry
m a rk e t pric e s. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers,
including MS & Co., may be willing to purchase the Buffered PLUS in secondary market transactions will likely be significantly
lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-
related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect
our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction
of this type as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the Buffered PLUS in the original issue price and the
lower rate we are willing to pay as issuer make the economic terms of the Buffered PLUS less favorable to you than they
otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the Buffered PLUS are not fully deducted
upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the
Buffered PLUS in the secondary market, absent changes in market conditions, including those related to the underlying index,
and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect
that those higher values will also be reflected in your brokerage account statements.

T he e st im a t e d va lue of t he Buffe re d PLU S is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion
m ode ls, w hic h m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry
m a rk e t pric e . These pricing and valuation models are proprietary and rely in part on subjective views of certain market
inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-
standard way to value these types of securities, our models may yield a higher estimated value of the Buffered PLUS than
those generated by others, including other dealers in the market, if they attempted to value the Buffered PLUS. In addition, the
estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co.,
would be willing to purchase your Buffered PLUS in the secondary market (if any exists) at any time. The value of your
Buffered PLUS at any time after the date of this document will vary based on many factors that cannot be predicted with
accuracy, including our creditworthiness and changes in market conditions. See also "The market price will be influenced by
many unpredictable factors" above.

T he Buffe re d PLU S w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d.
The Buffered PLUS will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
Buffered PLUS. MS & Co. may, but is not obligated to, make a market in the Buffered PLUS and, if it once chooses to make a
market, may cease doing so at any time. When it does make a market, it will generally do so for transactions

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Morgan Stanley Finance LLC
Buffe re d PLU S Ba se d on t he V a lue of t he S& P 5 0 0 ® I nde x due N ove m be r 2 0 , 2 0 2 3
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM w it h Dow nside Fa c t or
Princ ipa l a t Risk Se c urit ie s
of routine secondary market size at prices based on its estimate of the current value of the Buffered PLUS, taking into account
its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any
related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the Buffered PLUS.
Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Buffered PLUS easily.
Since other broker-dealers may not participate significantly in the secondary market for the Buffered PLUS, the price at which
you may be able to trade your Buffered PLUS is likely to depend on the price, if any, at which MS & Co. is willing to transact.
If, at any time, MS & Co. were to cease making a market in the Buffered PLUS, it is likely that there would be no secondary
market for the Buffered PLUS. Accordingly, you should be willing to hold your Buffered PLUS to maturity.

T he c a lc ula t ion a ge nt , w hic h is a subsidia ry of M orga n St a nle y a nd a n a ffilia t e of M SFL, w ill m a k e
de t e rm ina t ions w it h re spe c t t o t he Buffe re d PLU S. As calculation agent, MS & Co. has determined the initial index
value, will determine the final index value and will calculate the amount of cash you receive at maturity, if any. Moreover,
certain determinations made by MS & Co. in its capacity as calculation agent, may require it to exercise discretion and make
subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and the selection
of a successor index or calculation of the final index value in the event of a market disruption event or discontinuance of the
underlying index. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For
further information regarding these types of determinations, see "Description of PLUS--Postponement of Valuation Date(s)" and
"--Calculation Agent and Calculations" in the accompanying product supplement. In addition, MS & Co. has determined the
estimated value of the Buffered PLUS on the pricing date.

H e dging a nd t ra ding a c t ivit y by our a ffilia t e s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he Buffe re d
PLU S. One or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging activities
related to the Buffered PLUS (and possibly to other instruments linked to the underlying index or its component stocks),
including trading in the stocks that constitute the underlying index as well as in other instruments related to the underlying
index. As a result, these entities may be unwinding or adjusting hedge positions during the term of the Buffered PLUS, and the
hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches.
Some of our affiliates also trade the stocks that constitute the underlying index and other financial instruments related to the
underlying index on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or
trading activities on or prior to the pricing date could have increased the initial index value, and, therefore, could have
increased the value at or above which the underlying index must close on the valuation date so that investors do not suffer a
loss on their initial investment in the Buffered PLUS. Additionally, such hedging or trading activities during the term of the
Buffered PLUS, including on the valuation date, could adversely affect the value of the underlying index on the valuation date,
and, accordingly, the amount of cash an investor will receive at maturity, if any.

T he U .S. fe de ra l inc om e t a x c onse que nc e s of a n inve st m e nt in t he Buffe re d PLU S a re unc e rt a in. Please
read the discussion under "Additional Information--Tax considerations" in this document and the discussion under "United
States Federal Taxation" in the accompanying product supplement for PLUS (together, the "Tax Disclosure Sections")
concerning the U.S. federal income tax consequences of an investment in the Buffered PLUS. If the Internal Revenue Service
(the "IRS") were successful in asserting an alternative treatment, the timing and character of income on the Buffered PLUS
might differ significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible
treatment, the IRS could seek to recharacterize the Buffered PLUS as debt instruments. In that event, U.S. Holders would be
required to accrue into income original issue discount on the Buffered PLUS every year at a "comparable yield" determined at
the time of issuance and recognize all income and gain in respect of the Buffered PLUS as ordinary income. Additionally, as
discussed under "United States Federal Taxation--FATCA" in the accompanying product supplement for PLUS, the withholding
rules commonly referred to as "FATCA" would apply to the Buffered PLUS if they were recharacterized as debt instruments.
However, recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending
finalization) eliminate the withholding requirement on payments of gross proceeds of a taxable disposition (other than amounts
treated as "FDAP income," as defined in the accompanying product supplement for PLUS). The risk that financial instruments
providing for buffers, triggers or similar downside protection features, such as the Buffered PLUS, would be recharacterized as
debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features. We do
not plan to request a ruling from the IRS regarding the tax treatment of the Buffered PLUS, and the IRS or a court may not
agree with the tax treatment described in the Tax Disclosure Sections.

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Morgan Stanley Finance LLC
Buffe re d PLU S Ba se d on t he V a lue of t he S& P 5 0 0 ® I nde x due N ove m be r 2 0 , 2 0 2 3
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM w it h Dow nside Fa c t or
Princ ipa l a t Risk Se c urit ie s
In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders
of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be
subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the
nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any
mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or
should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain long-term
capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could
materially and adversely affect the tax consequences of an investment in the Buffered PLUS, possibly with retroactive effect.
Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an
investment in the Buffered PLUS, including possible alternative treatments, the issues presented by this notice and any tax
consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

November 2019
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Morgan Stanley Finance LLC
Buffe re d PLU S Ba se d on t he V a lue of t he S& P 5 0 0 ® I nde x due N ove m be r 2 0 , 2 0 2 3
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM w it h Dow nside Fa c t or
Princ ipa l a t Risk Se c urit ie s
S&P 500® Index Overview

The S&P 500® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of
500 component companies selected to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P
500® Index is based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as
of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period of
the years 1941 through 1943. For additional information about the S&P 500® Index, see the information set forth under "S&P 500®
Index" in the accompanying index supplement.

Information as of market close on November 15, 2019:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x Closing V a lue :
3,120.46
5 2 We e k s Ago:
2,730.20
5 2 We e k H igh (on 1 1 /1 5 /2 0 1 9 ):
3,120.46
5 2 We e k Low (on 1 2 /2 4 /2 0 1 8 ):
2,351.10

The following graph sets forth the daily index closing values of the underlying index for each quarter in the period from January 1,
2014 through November 15, 2019. The related table sets forth the published high and low closing values, as well as end-of-quarter
closing values, of the underlying index for each quarter in the same period. The index closing value of the underlying index on
November 15, 2019 was 3,120.46. We obtained the information in the table and graph below from Bloomberg Financial Markets,
without independent verification. The underlying index has at times experienced periods of high volatility. You should not take the
historical values of the underlying index as an indication of its future performance, and no assurance can be given as to the closing
level of the index on the valuation date.

S& P 5 0 0 ® I nde x
Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 4 t o N ove m be r 1 5 , 2 0 1 9
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Morgan Stanley Finance LLC
Buffe re d PLU S Ba se d on t he V a lue of t he S& P 5 0 0 ® I nde x due N ove m be r 2 0 , 2 0 2 3
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM w it h Dow nside Fa c t or
Princ ipa l a t Risk Se c urit ie s
S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 4

First Quarter
1,878.04
1,741.89
1,872.34
Second Quarter
1,962.87
1,815.69
1,960.23
Third Quarter
2,011.36
1,909.57
1,972.29
Fourth Quarter
2,090.57
1,862.49
2,058.90
2 0 1 5

First Quarter
2,117.39
1,992.67
2,067.89
Second Quarter
2,130.82
2,057.64
2,063.11
Third Quarter
2,128.28
1,867.61
1,920.03
Fourth Quarter
2,109.79
1,923.82
2,043.94
2 0 1 6

First Quarter
2,063.95
1,829.08
2,059.74
Second Quarter
2,119.12
2,000.54
2,098.86
Third Quarter
2,190.15
2,088.55
2,168.27
Fourth Quarter
2,271.72
2,085.18
2,238.83
2 0 1 7

First Quarter
2,395.96
2,257.83
2,362.72
Second Quarter
2,453.46
2,328.95
2,423.41
Third Quarter
2,519.36
2,409.75
2,519.36
Fourth Quarter
2,690.16
2,529.12
2,673.61
2 0 1 8

First Quarter
2,872.87
2,581.00
2,640.87
Second Quarter
2,786.85
2,581.88
2,718.37
Third Quarter
2,930.75
2,713.22
2,913.98
Fourth Quarter
2,925.51
2,351.10
2,506.85
2 0 1 9

First Quarter
2,854.88
2,447.89
2,834.40
Second Quarter
2,954.18
2,744.45
2,941.76
Third Quarter
3,025.86
2,840.60
2,976.74
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