Obligation Morgan Stanley Financial 0% ( US61769H4W26 ) en USD

Morgan Stanley Financial

100 % ⇌

Etas-Unis

US61769H4W26 ( en USD )

02/01/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769H4W26 en USD 0%, échue

1 000 USD

1 960 000 USD

61769H4W2

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 US61769H4W26, 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 US61769H4W26, a été notée NR par l'agence de notation Moody's.

424B2 1 dp118181_424b2-ps3009.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

$1,960,000

$254.41
Securities due 2024

De c e m be r 2 0 1 9
Pricing Supplement No. 3,009
Registration Statement Nos. 333-221595; 333-221595-01
Dated December 23, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in 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 ST OX X ® Globa l Se le c t Divide nd 1 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 and prospectus, as supplemented and 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 208% of the appreciation of the underlying index
from the initial index value to the final index value. However, if at maturity the underlying index has depreciated in value, investors
will lose 1% for every 1% decline of the final index value from the initial 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. 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 208% of the appreciation of the underlying index from the initial index value to the 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.
FINAL TERMS
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
$1,000 per security

a m ount :
Aggre ga t e princ ipa l
$1,960,000

a m ount :
Pric ing da t e :
December 23, 2019

Origina l issue da t e :
December 27, 2019 (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 inde x :
STOXX® Global Select Dividend 100 Index

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 + supplemental redemption amount
If the final index value is less than or equal to the initial index value:
$1,000 x (final index value / initial index value), subject to the minimum 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 underlying index. However, under no circumstances will the
payment due at maturity be less than the minimum payment amount of $950 per
security.
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Supple m e nt a l
(i) $1,000 times (ii) the index percent change times (iii) the participation rate

re de m pt ion a m ount :
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 :
208%

I nde x pe rc e nt c ha nge : (final index value initial index value) / initial index value

I nit ia l inde x va lue :
2,969.79, which is the index closing value on the pricing date

Fina l inde x va lue :
The index closing value 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 :
61769H4W2 / US61769H4W26

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 $952.20 per security. See "Investment Summary" beginning on page 2.

pric ing da t e :
Com m issions a nd issue
pric e :
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
Pe r se c urit y
$1,000
$25
$975
T ot a l
$1,960,000
$49,000
$1,911,000

(1) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $25 for each security they sell. See "Supplemental information regarding plan of distribution; conflicts of interest." For
additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
(2) See "Use of proceeds and hedging" on page 14.
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 6 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt a nd prospe c t us
is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not de posit s or sa 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 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
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
Ba se d on t he Pe rform a nc e of t he ST OX X ® Globa l Se le c t Divide nd 1 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 STOXX® Global
Select Dividend 100 Index (the "securities") provide investors with an opportunity to receive a return reflecting 208% of the positive
performance of the underlying index while maintaining 1:1 downside exposure to any depreciation of the underlying index, subject to
the minimum payment amount at maturity of $950 per security.

If the final index value is gre a t e r t ha n the initial index value, the securities will pay the stated principal amount of $1,000 plus a
supplemental redemption amount. The supplemental redemption amount provides 208% upside participation (e.g., if the underlying
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index appreciates 10% from the initial index value to the final index value, the investor receives 100% of principal plus 20.80% at
maturity) in the performance of the underlying index. If the final index value is e qua l t o or le ss t ha n the 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 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:
Approximately 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 :
208%
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 $952.20.

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 index. The estimated value of the securities 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 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 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 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
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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 ST OX X ® Globa l Se le c t Divide nd 1 0 0 I nde x
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 securities, and, if it once chooses to make a market, may cease doing
so at any time.

December 2019
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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 ST OX X ® Globa l Se le c t Divide nd 1 0 0 I nde x
Key Investment Rationale

The securities offer 208% participation in the positive performance of the 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
The underlying index appreciates, and the securities return par plus 208% upside participation in the
appreciation of the underlying index.
Dow nside Sc e na rio
The underlying index depreciates, 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 underlying index,
subject to the minimum payment amount of $950 per security (95% of the stated principal amount).

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 ST OX X ® Globa l Se le c t Divide nd 1 0 0 I nde x
How the Securities Work
Payoff Diagram

The payoff diagram below illustrates the payment at maturity on the securities, 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 :
208%
M inim um pa ym e nt a m ount :
$950 per security (95% of the stated principal amount)

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 gre a t e r t ha n the initial index value, investors would receive the $1,000 stated
principal amount plus 208% participation in the appreciation of the underlying index.

o
If the underlying index appreciates 10%, investors would receive a 20.80% return, or $1,208 per security.

¦
Pa r or Dow nside Sc e na rio. If the final index value is le ss t ha n or e qua l t o the initial index value, investors would
receive an amount less than or equal to the $1,000 stated principal amount, based on a 1% loss of principal for each 1%
decline in the underlying index over the term of the securities, subject to the minimum payment amount of $950 per security.

o
If the underlying index depreciates 1.50% from the initial index value to the final index value, investors would lose 1.50%
of their principal and receive only $985 per security at maturity, or 98.50% of the stated principal amount.

o
If the underlying index depreciates 50% from the initial index value to the final index value, investors would receive the
minimum payment amount of $950 per security at maturity, or 95% of the stated principal amount.

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 ST OX X ® Globa l Se le c t Divide nd 1 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 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 underlying index has depreciated over the term of the
securities, 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 decrease in the value of the 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.

¦
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. Se ve ra l fa c t ors,
m a ny of w hic h a re be yond our c ont rol, w ill influe nc e t he va lue of t he se c urit ie s in t he se c onda ry m a rk e t
a nd t he pric e a t w hic h M S & Co. m a y be w illing t o purc ha se or se ll t he se c urit ie s in t he se c onda ry
m a rk e t , inc luding t he va lue of t he unde rlying inde x a t a ny t im e , t he vola t ilit y (fre que nc y a nd m a gnit ude
of c ha nge s in va lue ) of t he unde rlying inde x , divide nd ra t e on t he st oc k s unde rlying t he inde x , int e re st
a nd yie ld ra t e s in t he m a rk e t , t im e re m a ining unt il t he se c urit ie s m a t ure , geopolit ic a l c ondit ions a nd
e c onom ic , fina nc ia l, polit ic a l, re gula t ory or judic ia l e ve nt s t ha t a ffe c t t he unde rlying inde x or e quit ie s
m a rk e t s ge ne ra lly a nd w hic h m a y a ffe c t t he fina l inde x va lue of t he unde rlying inde x a nd a ny a c t ua l or
a nt ic ipa t e d c ha nge s in our c re dit ra t ings or c re dit spre a ds. T he va lue of t he unde rlying inde x m a y be ,
a nd ha s re c e nt ly be e n, vola t ile , a nd w e c a n give you no a ssura nc e t ha t t he vola t ilit y w ill le sse n. Y ou
m a y re c e ive le ss, a nd possibly signific a nt ly le ss, t ha n t he st a t e d princ ipa l a m ount pe r se c urit y if you t ry
t o se ll your se c urit ie s prior t o m a t urit y.

¦
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
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factors in those countries, or global regions, including changes 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 a re subje c t t o c urre nc y e x c ha nge risk s. Because the prices of the equity securities included in
the STOXX® Global Select Dividend 100 Index are converted into euros for the purpose of calculating the level of the index,
holders of the securities exposed to currency exchange rate risk with respect to each of the currencies in which such
component securities trade. Exchange rate movements for a particular currency are volatile and are the result of numerous
factors, including the supply of, and the demand for, those currencies, as well as relevant government policy, intervention or
actions, but are also influenced significantly from time to time by political or economic developments, and by macroeconomic
factors and speculative actions related to the relevant region. An investor's net exposure will depend on the extent to which the
currencies of the component securities strengthen or weaken against the euro and the relative weight of each currency. If,
taking into account such weighting, the euro strengthens against

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 ST OX X ® Globa l Se le c t Divide nd 1 0 0 I nde x

the currencies of the component securities represented in the STOXX® Global Select Dividend 100 Index, the prices of the
underlying equity securities will be adversely affected and the payment at maturity on the securities may be reduced.

Of particular importance to potential currency exchange risk are:

o
existing and expected rates of inflation;

o
existing and expected interest rate levels;

o
the balance of payments between countries; and

o
the extent of governmental surpluses or deficits in the countries represented in the STOXX® Global Select Dividend
100 Index and the European Union.

All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of various
countries represented in the STOXX® Global Select Dividend 100 Index and the United States and other countries important to
international trade and finance.

¦
T he pa ym e nt a t m a t urit y is ba se d sole ly on t he pric e pe rform a nc e of t he ST OX X ® Globa l Se le c t Divide nd
1 0 0 I nde x . Unlike a "total return" index, which would reflect dividends paid on the stocks that constitute the index in addition
to reflecting changes in the market prices of such stocks, the index is a price-return index. Therefore, although the index tracks
the performance of high dividend-yielding companies, such dividend payments are excluded in measuring the index's
performance, and the return on the index will not include any dividends paid on the stocks that constitute the index. The value
of the index may decline over the term of the securities even if, when distributions of dividend payments are taken into account,
a direct investment in the stocks constituting the index would have realized an overall positive return over the same period. The
return on the securities will not include a total return feature.

¦
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.
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¦
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 of t he unde rlying inde x 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 will be based on the index closing value on the determination date,
subject to postponement for non-index business days and certain market disruption events. Even if the value of the underlying
index appreciates prior to the determination date but then drops by the determination date to be equal to or below the 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 value of the underlying index prior to such drop. Although the actual value of the underlying index
on the

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 ST OX X ® Globa l Se le c t Divide nd 1 0 0 I nde x
stated maturity date or at other times during the term of the securities may be higher than the final index value, the payment at
maturity will be based solely on the index closing value 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.

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 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.

¦
Y ou c a nnot pre dic t t he fut ure pe rform a nc e of t he unde rlying inde x ba se d on it s hist oric a l pe rform a nc e .
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. You cannot predict the future performance of the STOXX® Global Select Dividend 100 Index based on its historical
performance. See "STOXX® Global Select Dividend 100 Index Overview" below.

¦
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,
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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 inde x 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 the
underlying index can add, delete or substitute the stocks underlying the underlying index, and can 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 the underlying index. Any of these actions could adversely
affect the value of the securities. The publisher of the underlying index may also discontinue or suspend calculation or
publication of the 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 index. MS & Co. could have an economic
interest that is different than that of investors in the securities insofar as, for example, MS & Co. is permitted to consider
indices that are calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that there is no
appropriate successor index on the determination date, the final index value 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,

December 2019
Page 8
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 ST OX X ® Globa l Se le c t Divide nd 1 0 0 I nde x
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 t he unde rlying inde x . Investing in the securities is
not equivalent to investing in the underlying index or its component stocks. 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 the 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 value,
will determine the final index value 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 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 index closing value in the event of a discontinuance of the unde rlying inde x or a
m a rk e t disrupt ion e ve nt , may adversely affect the payout to you at maturity. 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
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activities related to the securities (and 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 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 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 determination date so that investors do not suffer a loss on
their initial investment in the securities. Additionally, such hedging or trading activities during the term of the securities,
including on the determination date, could adversely affect the value of the underlying index on the determination date, and,
accordingly, the amount of cash an investor will receive at maturity.

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 ST OX X ® Globa l Se le c t Divide nd 1 0 0 I nde x
STOXX® Global Select Dividend 100 Index Overview

The STOXX® Global Select Dividend 100 Index (the "index") was created by STOXX Limited, which is owned by Deutsche Börse
AG and SIX Group AG. Publication of the STOXX® Global Select Dividend 100 Index began on December 31, 1998, based on an
initial index value of 1,000. The STOXX® Global Select Dividend 100 Index is composed of 100 of the highest dividend-paying
stocks relative to their respective home markets, combining the 30 stocks from the STOXX® Europe Select Dividend 30 Index (from
components of the STOXX® Europe 600 Index), the 30 stocks from the STOXX® Asia/Pacific Select Dividend 30 Index (from
components of the STOXX® Asia/Pacific 600 Index) and the 40 stocks from the STOXX® North America Select Dividend 40 Index
(from components of the STOXX® North America 600 Index). Although the index tracks the performance of high dividend-yielding
companies, such dividend payments are excluded in measuring the index's performance, and the return on the index will not
include any dividends paid on the stocks that constitute the index. For more information about the STOXX® Global Select Dividend
100 Index, see the information set forth under "Annex A--STOXX® Global Select Dividend 100 Index" below.

Information as of market close on December 23, 2019:

Bloom be rg T ic k e r Sym bol:
SDGP
Curre nt I nde x V a lue :
2,969.79
5 2 We e k s Ago:
2,477.27
5 2 We e k H igh (on 1 2 /2 0 /2 0 1 9 ):
2,972.60
5 2 We e k Low (on 1 2 /2 4 /2 0 1 8 ):
2,477.27

The following graph sets forth the daily closing values of the underlying index for the period from January 1, 2014 through
December 23, 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 closing value of the underlying index on December 23,
2019 was 2,969.79. 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, and you should not take the
historical values of the underlying index as an indication of its future performance.

ST OX X ® Globa l Se le c t Divide nd 1 0 0 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 3 , 2 0 1 9
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December 2019
Page 10
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 ST OX X ® Globa l Se le c t Divide nd 1 0 0 I nde x

ST OX X ® Globa l Se le c t Divide nd 1 0 0 I nde x
H igh
Low
Pe riod End
2 0 1 4

First Quarter
2,300.09
2,167.18
2,300.09
Second Quarter
2,449.40
2,288.15
2,435.04
Third Quarter
2,558.21
2,400.34
2,483.79
Fourth Quarter
2,599.94
2,360.89
2,587.78
2 0 1 5

First Quarter
2,884.82
2,550.96
2,856.65
Second Quarter
2,967.62
2,657.70
2,678.34
Third Quarter
2,778.44
2,333.44
2,427.15
Fourth Quarter
2,685.16
2,415.28
2,577.68
2 0 1 6

First Quarter
2,611.40
2,303.77
2,556.43
Second Quarter
2,635.66
2,482.63
2,592.10
Third Quarter
2,709.58
2,561.49
2,653.20
Fourth Quarter
2,850.64
2,575.43
2,806.41
2 0 1 7

First Quarter
2,944.81
2,792.81
2,887.96
Second Quarter
2,886.12
2,738.42
2,738.42
Third Quarter
2,771.09
2,621.80
2,721.92
Fourth Quarter
2,817.29
2,729.65
2,777.88
2 0 1 8

First Quarter
2,838.51
2,571.66
2,622.14
Second Quarter
2,762.98
2,611.87
2,680.88
Third Quarter
2,770.82
2,659.51
2,699.17
Fourth Quarter
2,697.24
2,477.27
2,510.07
2 0 1 9

First Quarter
2,802.77
2,500.95
2,794.41
Second Quarter
2,853.08
2,694.38
2,771.27
Third Quarter
2,862.95
2,642.39
2,862.95
Fourth Quarter (through December 23, 2019)
2,972.60
2,778.71
2,969.79

"STOXX® Global Select Dividend 100" and "STOXX®" are registered trademarks of STOXX Limited. For more information, see
"Annex A--STOXX® Global Select Dividend 100 Index" below.
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Document Outline

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