Obligation Morgan Stanley Financial 0% ( US61769H2L88 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61769H2L88 ( en USD )

02/01/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769H2L88 en USD 0%, échue

1 000 USD

310 000 USD

61769H2L8

N/A

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769H2L88, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/01/2024

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769H2L88, a été notée NR par l'agence de notation Moody's.

424B2 1 dp118509_424b2-ps2930.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Equity-Linked Partial Principal at Risk

$310,000

$40.24
Securities due 2024

De c e m be r 2 0 1 9
Pricing Supplement No. 2,930
Registration Statement Nos. 333-221595; 333-221595-01
Dated December 27, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Equity-Linked Partial Principal at Risk Securities due January 2, 2024
Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Equity-Linked Partial Principal at Risk Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley
Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, provide
for a minimum payment amount of only 95% of principal at maturity and have the terms described in the accompanying product
supplement, index supplement and prospectus, as supplemented and modified by this document. The payment at maturity on the
securities will be based on the performance of the worst performing of the EURO STOXX 50® Index and the S&P 500® Index. At
maturity, if the final index value of e a c h of the underlying indices is greater than its respective initial index value, investors will
receive the stated principal amount of their investment plus a supplemental redemption amount reflecting 145% of the appreciation
of the worst performing underlying index from its initial index value to its final index value. The supplemental redemption amount
will therefore be payable only if bot h underlying indices have appreciated from their respective initial index values. However, if at
maturity the final index value of e it he r underlying index has depreciated in value, investors will lose 1% for every 1% decline in
the worst performing underling index from its initial index value to its final index value, subject to the minimum payment amount.
I nve st ors m a y lose up t o 5 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s. Because the payment at maturity is
based on the worst performing of the underlying indices, a decline in either underlying index will result in a loss of up to 5% of your
investment even if the other underlying index has appreciated or has not declined as much. The securities are for investors who are
concerned about principal risk, but seek an equity index-based return, and who are willing to risk 5% of their principal and to forgo
current income in exchange for the repayment of at least 95% of the principal at maturity and the opportunity to earn a return
reflecting 145% of the appreciation of the worst performing underlying index from its initial index value to its final index value. The
securities are securities issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s on t he se c urit ie s, inc luding t he pa ym e nt of t he m inim um pa ym e nt a m ount a t m a t urit y, a re
subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of your inve st m e nt .
T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st in, or ot he rw ise
ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
St a t e d princ ipa l a m ount : $1,000 per security
Aggre ga t e princ ipa l
$310,000
a m ount :
Pric ing da t e :
December 27, 2019
Origina l issue da t e :
January 2, 2020 (3 business days after the pricing date)
M a t urit y da t e :
January 2, 2024
I nt e re st :
None
U nde rlying indic e s:
EURO STOXX 50® Index (the "SX5E Index") and S&P 500® Index (the "SPX Index")
Pa ym e nt a t m a t urit y:
If the final index value of e a c h unde rlying inde x is greater than its respective initial index value:
$1,000 + supplemental redemption amount
If the final index value of e it he r unde rlying inde x is less than or equal to its respective initial
index value:
$1,000 x index performance factor of the worst performing underlying index, subject to the minimum
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payment amount
Under these circumstances, the payment at maturity will be less than the stated principal
amount of $1,000 per security by an amount that is proportionate to the percentage decline of
the worst performing underlying index. However, under no circumstances will the payment
due at maturity be less than the minimum payment amount of $950 per security.
Supple m e nt a l
(i) $1,000 times (ii) the index percent change of the worst performing underlying index times (iii) the
re de m pt ion a m ount :
participation rate
Worst pe rform ing
The underlying index with the lesser index percent change
unde rlying inde x :
M inim um pa ym e nt
$950 per security (95% of the stated principal amount)
a m ount :
Pa rt ic ipa t ion ra t e :
145%
I nde x pe rc e nt c ha nge :
With respect to each underlying index, (final index value initial index value) / initial index value
I nde x pe rform a nc e
With respect to each underlying index, final index value / initial index value
fa c t or
I nit ia l inde x va lue :
With respect to the SX5E Index, 3,782.27, which is the index closing value of such index on the
pricing date
With respect to the SPX Index, 3,240.02, which is the index closing value of such index on the
pricing date
Fina l inde x va lue :
With respect to each underlying index, the index closing value of such index on the determination
date
De t e rm ina t ion da t e :
December 27, 2023, subject to postponement for non-index business days and certain market
disruption events
CU SI P / I SI N :
61769H2L8 / US61769H2L88
List ing:
The securities 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
$974.40 per security. See "Investment Summary" beginning on page 2.
pric ing da t e :
Com m issions a nd issue
Age nt 's c om m issions
pric e :
Pric e t o public (1)
a nd fe e s (2)
Proc e e ds t o us (3)
Pe r se c urit y
$1,000
$9
$991
T ot a l
$310,000
$2,790
$307,210
(1) The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $991 per security,
for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a
sales commission with respect to the securities. 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.
(3) See "Use of proceeds and hedging" on page 17.
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 7 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of
t he Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd
M SFL c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for Equit y-Link e d Pa rt ia l Princ ipa l a t Risk Se c urit ie s da t e d N ove m be r 1 6 , 2 0 1 7
I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due January 2, 2024
®
®
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Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 I nde x a nd t he S& P 5 0 0 I nde x
Investment Summary

Equit y-Link e d Pa rt ia l Princ ipa l a t Risk Se c urit ie s

The Equity-Linked Partial Principal at Risk Securities due January 2, 2024 Based on the Performance of the Worst Performing of
the EURO STOXX 50® Index and the S&P 500® Index (the "securities") provide investors with an opportunity to receive a return
reflecting 145% of the positive performance of the worst performing underlying index, while maintaining 1:1 downside exposure to
any decline in the worst performing underlying index, subject to the minimum payment amount at maturity of $950 per security.

If the final index value of e a c h unde rlying inde x is gre a t e r t ha n its respective initial index value, the securities will pay the
stated principal amount of $1,000 plus a supplemental redemption amount. The supplemental redemption amount provides 145%
upside participation in any appreciation of the worst performing underlying index (e.g., if the worst performing underlying index
appreciates 5% from its initial index value to its final index value, the investor receives 100% of principal plus 7.25% at maturity). If
the final index value of e it he r unde rlying inde x is e qua l t o or le ss t ha n its respective initial index value, the payment at
maturity per security will be equal to or less than the $1,000 principal amount of securities by an amount proportionate to the
decline in the worst performing underlying index as of the determination date, subject to the minimum payment amount of $950 per
security. The securities do not pay interest, and all payments on the securities, including the payment of the minimum payment
amount at maturity, are subject to our credit risk.

M a t urit y:
4 years
$950 per security (95% of the stated principal amount). You could lose up to
M inim um pa ym e nt a m ount :
5% of the stated principal amount of the securities.
Pa rt ic ipa t ion ra t e :
145%
I nt e re st :
None

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 $974.40.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the minimum payment amount and the participation rate, we use an
internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the
issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of
the economic terms of the securities would be more favorable to you.

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

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

December 2019
Page 2
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due January 2, 2024
Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
indices, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect
that those higher values will also be reflected in your brokerage account statements.

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

December 2019
Page 3
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due January 2, 2024
Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
Key Investment Rationale

The securities offer 145% participation in any positive performance of the worst performing underlying index, while providing for a
minimum repayment of 95% of the stated principal amount if the securities are held to maturity, in exchange for forgoing current
income and interest. All payments on the securities, including the payment of the minimum payment amount at maturity, are subject
to our credit risk.

M inim um Pa ym e nt
The securities provide for the minimum payment amount of 95% of principal if held to maturity.
Am ount of 9 5 % of
Princ ipa l a t M a t urit y
U pside Sc e na rio
Both underlying indices appreciate, and the securities return par plus 145% upside participation in
the appreciation of the worst performing underlying index
Dow nside Sc e na rio
One or both of the underlying indices depreciate, and the securities redeem for less than the $1,000
stated principal amount by an amount proportionate to the decline in the value of the worst
performing underlying index, subject to the minimum payment amount of $950 per security (95% of
the stated principal amount).

December 2019
Page 4
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due January 2, 2024
Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
Hypothetical Examples

The following hypothetical examples illustrate how to calculate the payment at maturity on the securities. The following examples
are for illustrative purposes only. The actual initial index value for each underlying index is set forth on the cover of this document.
Any payment at maturity on the securities is subject to our credit risk. The below examples are based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per security
Pa rt ic ipa t ion ra t e :
145%
M inim um pa ym e nt a m ount :
$950 per security (95% of the stated principal amount)
H ypot he t ic a l init ia l inde x va lue :
With respect to the SX5E Index: 3,600
With respect to the SPX Index: 2,800
EX AM PLE 1 : Bot h unde rlying indic e s a ppre c ia t e signific a nt ly.

Final index value

SX5E Index: 5,400

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SPX Index: 3,920
Index percent change

SX5E Index: (5,400 3,600) / 3,600 = 50%
SPX Index: (3,920 2,800) / 2,800 = 40%
Payment at maturity
=
$1,000 + ($1,000 × index percent change of the worst performing
underlying index × participation rate)

=
$1,000 + ($1,000 × 40% × 145%)

=
$1,580

In example 1, the final index values of both the SX5E Index and SPX Index are greater than their initial index values. The SX5E
Index has appreciated by 50%, while the SPX Index has appreciated by 40%. Therefore, investors receive at maturity the stated
principal amount plus a return reflecting 145% of the appreciation of the worst performing underlying. Investors receive $1,580 per
security at maturity.

EX AM PLE 2 : T he fina l inde x va lue of e a c h unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue .

Final index value

SX5E Index: 3,780

SPX Index: 3,640
Index percent change

SX5E Index: (3,780 3,600) / 3,600 = 5%
SPX Index: (3,640 2,800) / 2,800 = 30%
Payment at maturity
=
$1,000 + ($1,000 × index percent change of the worst performing
underlying index × participation rate)

=
$1,000 + ($1,000 × 5% × 145%)

=
$1,072.50

December 2019
Page 5
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due January 2, 2024
Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
In example 2, the final index values of both the SX5E Index and SPX Index are greater than their initial index values. The SX5E
Index has appreciated by 5%, while the SPX Index has appreciated by 30%. Therefore, investors receive at maturity the stated
principal amount plus a return reflecting 145% of the appreciation of the worst performing underlying index, which is the SX5E
Index in this example. Investors receive $1,072.50 per security at maturity.

EX AM PLE 3 : T he fina l inde x va lue of one unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue ,
w hile t he fina l inde x va lue of t he ot he r unde rlying inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue , but
not by m ore t ha n 5 % .

Final index value

SX5E Index: 4,320

SPX Index: 2,716
Index performance factor

SX5E Index: 4,320 / 3,600 = 120%
SPX Index: 2,716 / 2,800 = 97%
Payment at maturity
=
($1,000 x index performance factor of the worst performing underlying
index), subject to the minimum payment amount

=
$1,000 × 97%

=
$970

In example 3, the final index value of the SX5E Index is greater than its initial index value, while the final index value of the SPX
Index is less than its initial index value. While the SX5E Index has appreciated by 20%, the SPX Index has declined by 3%.
Therefore, investors are exposed to the negative performance of the SPX Index, which represents the worst performing underlying
index in this example, subject to the minimum payment amount. At maturity, investors receive a payment at maturity of $970 per
security, or 97% of the stated principal amount. In this example, investors are exposed to the negative performance of the worst
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performing underlying index, subject to the minimum payment amount, even though the other underlying index has appreciated in
value by 20%, because the final index value of each underlying index is not greater than its respective initial index value.

EX AM PLE 4 : T he fina l inde x va lue of one unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue ,
w hile t he fina l inde x va lue of t he ot he r unde rlying inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue by
m ore t ha n 5 % .

Final index value

SX5E Index: 2,520

SPX Index: 3,220
Index performance factor

SX5E Index: 2,520 / 3,600 = 70%
SPX Index: 3,220 / 2,800 = 115%
Payment at maturity
=
($1,000 x index performance factor of the worst performing underlying
index), subject to the minimum payment amount

=
$950

In example 4, the final index value of the SPX Index is greater than its initial index value, while the final index value of the SX5E
Index is less than its initial index value. While the SPX Index has appreciated by 15%, the SX5E Index has declined by 30%.
Therefore, investors are exposed to the negative performance of the SX5E Index, which is the worst performing underlying index in
this example, subject to the minimum payment amount. Because the worst performing underlying index has declined by 5% or
more, investors receive the minimum payment amount of $950 per security at maturity, or 95% of the stated principal amount. In
this example, investors are exposed to the negative performance of the worst performing underlying index, subject to the minimum
payment amount, even though the other underlying index has appreciated in value by 15%, because the final index value of each
underlying index is not greater than its respective initial index value.

December 2019
Page 6
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due January 2, 2024
Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
Risk Factors

The following is a list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you
should read the section entitled "Risk Factors" in the accompanying product supplement, index supplement and prospectus. We
also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the
securities.

¦
T he se c urit ie s do not pa y int e re st a nd provide for a m inim um pa ym e nt a m ount of only 9 5 % of princ ipa l.
The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest and provide for
a minimum payment amount of only 95% of principal at maturity. If the final index value of e it he r unde rlying inde x is le ss
t ha n its respective initial index value, the payout at maturity will be an amount in cash that is less than the $1,000 stated
principal amount of each security by an amount proportionate to the decline in the value of the worst performing underlying
index, subject to the minimum payment amount of $950 per security (95% of the stated principal amount). Y ou c ould lose
up t o 5 % of your inve st m e nt in t he se c urit ie s.

¦
Y ou a re e x pose d t o t he pric e risk of bot h unde rlying indic e s. Your return on the securities is not linked to a basket
consisting of both underlying indices. Rather, it will be based upon the independent performance of each underlying index.
Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all
the components of the basket, you will be exposed to the risks related to both underlying indices. Poor performance by either
underlying index over the term of the securities will negatively affect your return and will not be offset or mitigated by any
positive performance by the other underlying index. If either underlying index declines to below its respective initial index value
as of the valuation date, you will lose up to 5% of your investment, even if the other underlying index has appreciated or has
not declined as much. Accordingly, your investment is subject to the price risk of both underlying indices.

¦
Be c a use t he se c urit ie s a re link e d t o t he pe rform a nc e of t he w orst pe rform ing unde rlying inde x , you a re
e x pose d t o gre a t e r risk of sust a ining a loss on your inve st m e nt t ha n if t he se c urit ie s w e re link e d t o just
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one unde rlying inde x . The risk that you will suffer a loss on your investment is greater if you invest in the securities as
opposed to substantially similar securities that are linked to just the performance of one underlying index. With two underlying
indices, it is more likely that either underlying index will decline to below its initial index value as of the determination date, than
if the securities were linked to only one underlying index. Therefore it is more likely that you will suffer a loss on your
investment.

¦
T he m a rk e t pric e of t he se c urit ie s 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 securities in the secondary market and the price at which MS &
Co. may be willing to purchase or sell the securities in the secondary market, including the value, volatility and dividend yield of
the underlying indices, interest and yield rates, time remaining to maturity, geopolitical conditions and economic, financial,
political and regulatory or judicial events and any actual or anticipated changes in our credit ratings or credit spreads. The
levels of the underlying indices may be, and have recently been, extremely volatile, and we can give you no assurance that the
volatility will lessen. See "EURO STOXX 50® Index Overview" and "S&P 500® Index Overview" below. You may receive less,
and possibly significantly less, than the stated principal amount per security if you try to sell your securities prior to maturity.

¦
T he re a re risk s a ssoc ia t e d w it h inve st m e nt s in se c urit ie s link e d t o t he va lue of fore ign e quit y
se c urit ie s. The securities are linked to the value of foreign equity securities. Investments in securities linked to the value of
foreign equity securities involve risks associated with the securities markets in those countries, including risks of volatility in
those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also,
there is generally less publicly available information about foreign companies than about U.S. companies that are subject to the
reporting requirements of the United States Securities and Exchange Commission, and foreign companies are subject to
accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. reporting
companies. The prices of securities issued in foreign markets may be affected by political, economic, financial and social
factors in those countries, or global regions, including changes

December 2019
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Equity-Linked Partial Principal at Risk Securities due January 2, 2024
Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
in government, economic and fiscal policies and currency exchange laws. Local securities markets may trade a small number
of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of
holdings difficult or impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the
economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment,
resources, self-sufficiency and balance of payment positions.

¦
T he se c urit ie 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 se c urit ie s. You are dependent on our ability to
pay all amounts due on the securities at maturity and therefore you are subject to our credit risk. If we default on our
obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a
result, the market value of the securities 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 securities.

¦
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 se c urit ie s is not link e d t o t he va lue s of t he unde rlying indic e s a t a ny t im e
ot he r t ha n t he de t e rm ina t ion da t e . The final index value of each underlying index will be based on the index closing
value of such underlying index on the determination date, subject to postponement for non-index business days and certain
market disruption events. Even if both underlying indices appreciate prior to the determination date but the value of e it he r
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underlying index drops by the determination date to be equal to or below its initial index value, the payment at maturity will be
less, and may be significantly less, than it would have been had the payment at maturity been linked to the values of the
underlying indices prior to such drop. Although the actual values of the underlying indices on the stated maturity date or at
other times during the term of the securities may be higher than their respective final index values, the payment at maturity will
be based solely on the index closing values on the determination date.

¦
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 se c urit ie 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 se c urit ie s, c a use t he e st im a t e d va lue of t he
se c urit ie 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 securities 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 securities in the original issue price and the lower rate
we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.

December 2019
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due January 2, 2024
Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon
issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in
the secondary market, absent changes in market conditions, including those related to the underlying indices, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value, 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 se c urit ie 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 securities than those generated by others,
including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing
date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this
pricing supplement 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 of the securities will be influenced by many unpredictable factors"
above.

¦
Adjust m e nt s t o t he unde rlying indic e s c ould a dve rse ly a ffe c t t he va lue of t he se c urit ie s. The publisher of
either underlying index may add, delete or substitute the stocks constituting such underlying index or make other
methodological changes required by certain events relating to the underlying stocks, such as stock dividends, stock splits, spin-
offs, rights offerings and extraordinary dividends, that could change the value of such underlying index. Any of these actions
could adversely affect the value of the securities. The publisher of either underlying index may also discontinue or suspend
calculation or publication of such underlying index at any time. In these circumstances, MS & Co., as the calculation agent, will
have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index and will be
permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates. If MS & Co.
determines that there is no appropriate successor index on the determination date, the final index value of such underlying
index will be an amount calculated based on the prices of the stocks underlying the discontinued index at the time of such
discontinuance, without rebalancing or substitution, computed by MS & Co, as calculation agent, in accordance with the
formula for calculating the index closing value last in effect prior to discontinuance of the index.

¦
I nve st ing in t he se c urit ie s is not e quiva le nt t o inve st ing in e it he r unde rlying inde x . Investing in the securities
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is not equivalent to investing in either underlying index or the component stocks of either underlying index. Investors in the
securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks
that constitute either underlying index.

¦
T he se c urit ie 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
securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities.
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. When it does make a market, it will generally do so for transactions of routine secondary market size at
prices based on its estimate of the current value of the securities, 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 securities. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the securities easily. Because we do not expect that other broker-dealers will
participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities 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 securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be
willing to hold your securities 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 se c urit ie s. As calculation agent, MS & Co. has determined the initial index
values, will determine the final index values and will calculate the amount of cash you will receive at maturity. Moreover, certain
determinations made by MS & Co., in its capacity as calculation agent, may

December 2019
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due January 2, 2024
Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
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 indices. For further information regarding these types of determinations,
see "Description of Equity-Linked Partial Principal at Risk Securities --Supplemental Redemption Amount," "--Calculation
Agent and Calculations," "--Alternate Exchange Calculation in the Case of an Event of Default" and "--Discontinuance of Any
Underlying Index; Alteration of Method of Calculation" in the accompanying product supplement. In addition, MS & Co. has
determined the estimated value of the securities 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
se c urit ie 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 securities (and to other instruments linked to the underlying indices or their component stocks), including
trading in the stocks that constitute the underlying indices as well as in other instruments related to the underlying indices. As a
result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy
may involve greater and more frequent dynamic adjustments to the hedge as the determination date approaches. MS & Co.
and some of our affiliates also trade the stocks that constitute the underlying indices and other financial instruments related to
the underlying indices 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 of an underlying index, and,
therefore, could have increased the value at or above which such underlying index must close on the determination date so
that investors do not suffer a loss on their initial investment in the securities (depending also on the performance of the other
underlying index). Additionally, such hedging or trading activities during the term of the securities, including on the
determination date, could adversely affect the value of an underlying index on the determination date, and, accordingly, the
amount of cash an investor will receive at maturity (depending also on the performance of the other underlying index).

December 2019
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Equity-Linked Partial Principal at Risk Securities due January 2, 2024
Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
®
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EURO STOXX 50 Index Overview

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG.
Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at December 31,
1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600
Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and
represent the largest companies across all market sectors. For additional information about the EURO STOXX 50® Index, see the
information set forth under "EURO STOXX 50® Index" in the accompanying index supplement.

Information as of market close on December 27, 2019:

Bloom be rg T ic k e r Sym bol:
SX5E
Curre nt I nde x V a lue :
3,782.27
5 2 We e k s Ago:
2,937.36
5 2 We e k H igh (on
3,782.27
1 2 /2 7 /2 0 1 9 ):
5 2 We e k Low (on 1 2 /2 7 /2 0 1 8 ):
2,937.36

The following graph sets forth the daily closing values of the SX5E Index for the period from January 1, 2014 through December
27, 2019. The related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the
SX5E Index for each quarter in the same period. The closing value of the SX5E Index on December 27, 2019 was 3,782.27. We
obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The
SX5E Index has at times experienced periods of high volatility, and you should not take the historical values of the SX5E Index as
an indication of its future performance.

SX 5 E I nde x H ist oric a l Pe rform a nc e
Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 4 t o De c e m be r 2 7 , 2 0 1 9
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Ba se d on t he Pe rform a nc e of t he Worst Pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
EU RO ST OX X 5 0 ® I nde x
H igh
Low
Pe riod End
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