Obligation Morgan Stanley Financial 9.74% ( US61769HC452 ) en USD

Société émettrice Morgan Stanley Financial
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US61769HC452 ( en USD )
Coupon 9.74% par an ( paiement semestriel )
Echéance 21/10/2022 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley Finance US61769HC452 en USD 9.74%, échue


Montant Minimal 1 000 USD
Montant de l'émission 5 142 000 USD
Cusip 61769HC45
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée 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 US61769HC452, paye un coupon de 9.74% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/10/2022







424B2 1 dp114503_424b2-ps2665.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Contingent Income Auto-Callable Securities due
$5,142,000

$667.43
2022





Oc t obe r 2 0 1 9
Pricing Supplement No. 2,665
Registration Statement Nos. 333-221595; 333-221595-01
Dated October 18, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Auto-Callable Securities due October 21, 2022, With 6-month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cona gra Bra nds,
I nc . a nd t he Am e ric a n De posit a ry Sha re s of Anhe use r -Busc h I nBe v SA/N V
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. The securities have the terms described in the accompanying product supplement and prospectus, as
supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the
regular payment of interest. Instead, the securities will pay a contingent quarterly coupon but only if the determination closing
price of e a c h of t he c om m on st oc k of Cona gra Bra nds, I nc . a nd t he Am e ric a n De posit a ry Sha re s of Anhe use r -
Busc h I nBe v SA/N V , which we refer to collectively as the underlyings, is a t or a bove 55% of its respective initial share price,
which we refer to as the respective downside threshold level, on the related observation date. If, however, the determination closing
price of e it he r unde rlying is less than its respective downside threshold level on any observation date, we will pay no interest
for the related quarterly period. In addition, the securities will be automatically redeemed if the determination closing price of e a c h
unde rlying is gre a t e r t ha n or e qua l t o its respective initial share price on any quarterly redemption determination date
(beginning after six months) for the early redemption payment equal to the sum of the stated principal amount plus the related
contingent quarterly coupon. At maturity, if the securities have not previously been redeemed and the final share price of e a c h
unde rlying is gre a t e r t ha n or e qua l t o its respective downside threshold level, the payment at maturity will also be the sum
of the stated principal amount and the related contingent quarterly coupon. However, if the final share price of e it he r unde rlying
is le ss t ha n its respective downside threshold level, investors will be exposed to the decline in the worst performing underlying on
a 1-to-1 basis and will receive a payment at maturity that is less than 55% of the stated principal amount of the securities and
could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire
init ia l inve st m e nt a nd a lso t he risk of not re c e iving a ny c ont inge nt qua rt e rly c oupons t hroughout t he 3 -ye a r
t e rm of t he se c urit ie s. The securities are for investors who are willing to risk their principal and seek an opportunity to earn
interest at a potentially above-market rate in exchange for the risk of receiving no quarterly interest over the entire 3-year term and
in exchange for the possibility of an automatic early redemption prior to maturity. Because the payment of contingent quarterly
coupons is based on the worst performing of the underlyings, the fact that the securities are linked to two underlyings does not
provide any asset diversification benefits and instead means that a decline of e it he r underlying below the relevant downside
threshold level will result in no contingent quarterly coupons, even if the other underlying closes at or above its downside threshold
level. Because all payments on the securities are based on the worst performing of the underlyings, a decline beyond the
respective downside threshold level of either underlying will result in no contingent quarterly coupon payments and a significant loss
of your investment, even if the other underlying has appreciated or has not declined as much. Investors will not participate in any
appreciation of either underlying. The securities are notes issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of
your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st
in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
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Gua ra nt or:
Morgan Stanley
Conagra Brands, Inc. common stock (the "CAG Stock") and Anheuser-Busch InBev SA/NV American
U nde rlyings:
Depositary Shares ("ADSs"), each Anheuser-Busch InBev SA/NV ADS representing one Anheuser-
Busch InBev SA/NV ordinary share (the "BUD Shares")
Aggre ga t e princ ipa l
$5,142,000
a m ount :
St a t e d princ ipa l a m ount : $1,000 per security
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
October 18, 2019
Origina l issue da t e :
October 23, 2019 (3 business days after the pricing date)
M a t urit y da t e :
October 21, 2022
Ea rly re de m pt ion:
The securities are not subject to automatic early redemption until April 27, 2020. Following this initial
six-month non-call period, if, on any redemption determination date, beginning on April 20, 2020, the
determination closing price of e a c h unde rlying is greater than or equal to its respective initial
share price, the securities will be automatically redeemed for an early redemption payment on the
related early redemption date. No further payments will be made on the securities once they have
been redeemed.
T he se c urit ie s w ill not be re de e m e d e a rly on a ny e a rly re de m pt ion da t e if t he
de t e rm ina t ion c losing pric e of e it he r unde rlying is be low it s re spe c t ive init ia l
sha re pric e on t he re la t e d re de m pt ion de t e rm ina t ion da t e .
Ea rly re de m pt ion
The early redemption payment will be an amount equal to (i) the stated principal amount for each
pa ym e nt :
security you hold plus (ii) the contingent quarterly coupon with respect to the related observation
date.
De t e rm ina t ion c losing
With respect to each underlying, the closing price of such underlying on any redemption
pric e :
determination date or observation date (other than the final observation date), times the adjustment
factor on such determination date or observation date, as applicable
Re de m pt ion
Beginning after six months, quarterly, as set forth under "Observation Dates, Redemption
de t e rm ina t ion da t e s:
Determination Dates, Coupon Payment Dates and Early Redemption Dates" below, subject to
postponement for non-trading days and certain market disruption events
Ea rly re de m pt ion da t e s: Starting on April 27, 2020, quarterly. See "Observation Dates, Redemption Determination Dates,
Coupon Payment Dates and Early Redemption Dates" below. If any such day is not a business
day, that early redemption payment will be made on the next succeeding business day and no
adjustment will be made to any early redemption payment made on that succeeding business day
Cont inge nt qua rt e rly
A contingent quarterly coupon at an annual rate of 9.74% (corresponding to approximately $24.35 per
c oupon:
quarter per security) will be paid on the securities on each coupon payment date but only if the
determination closing price of e a c h unde rlying is at or above its respective downside threshold
level on the related observation date.
I f, on a ny obse rva t ion da t e , t he de t e rm ina t ion c losing pric e of e it he r unde rlying is
le ss t ha n it s re spe c t ive dow nside t hre shold le ve l, no c ont inge nt qua rt e rly c oupon
w ill be pa id w it h re spe c t t o t ha t obse rva t ion da t e . I t is possible t ha t one or bot h
unde rlyings w ill re m a in be low t he ir re spe c t ive dow nside t hre shold le ve l(s) for
e x t e nde d pe riods of t im e or e ve n t hroughout t he e nt ire 3 -ye a r t e rm of t he
se c urit ie s so t ha t you w ill re c e ive fe w or no c ont inge nt qua rt e rly c oupons.
With respect to the CAG Stock, $14.933, which is equal to approximately 55% of its initial share price
Dow nside t hre shold
With respect to the BUD Shares, $51.167, which is equal to approximately 55% of its initial share
le ve l:
price
Pa ym e nt a t m a t urit y:
If the securities are not redeemed prior to maturity, investors will receive a payment at maturity
determined as follows:
· If the final share price of each underlying is greater than or equal to its respective
downside threshold level: (i) the stated principal amount plus (ii) the contingent quarterly coupon
with respect to the final observation date
· If the final share price of either underlying is less than its respective downside threshold
level: (i) the stated principal amount multiplied by (ii) the share performance factor of the worst
performing underlying
Under these circumstances, the payment at maturity will be significantly less than the stated
principal amount of $1,000, and will represent a loss of more than 45%, and possibly all, of your
investment.

Terms continued on the following page
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
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Est im a t e d va lue on t he
$939.40 per security. See "Investment Summary" beginning on page 3.
pric ing da t e :
Com m issions a nd issue
Age nt 's
pric e :
Pric e t o public
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
$5,142,000
$128,550
$5,013,450
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., 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 30.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s.
Se e "Risk Fa c t ors" be ginning on pa ge 1 2 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt a nd prospe c t us
is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not de posit s or sa 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 Aut o -Ca lla ble Se c urit ie s da t e d N ove m be r
Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7
1 6 , 2 0 1 7



Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 21, 2022, With 6-month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cona gra Bra nds,
I nc . a nd t he Am e ric a n De posit a ry Sha re s of Anhe use r -Busc h I nBe v SA/N V
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
I nit ia l sha re pric e :
With respect to the CAG Stock, $27.15, which is its closing price on the pricing date
With respect to the BUD Shares, $93.03, which is its closing price on the pricing date
Coupon pa ym e nt da t e s: Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon
Payment Dates and Early Redemption Dates" below. If any such day is not a business day, that
coupon payment will be made on the next succeeding business day and no adjustment will be made
to any coupon payment made on that succeeding business day; provided further that the contingent
quarterly coupon, if any, with respect to the final observation date shall be paid on the maturity date.
Obse rva t ion da t e s:
Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon
Payment Dates and Early Redemption Dates" below, subject, independently in the case of each
underlying, to postponement for non-trading days and certain market disruption events. We also
refer to October 18, 2022 as the final observation date.
Fina l sha re pric e :
With respect to each underlying, the closing price of such underlying on the final observation date
times the adjustment factor on such date
Adjust m e nt fa c t or:
With respect to each underlying, 1.0, subject to adjustment in the event of certain corporate events
affecting such underlying
Worst pe rform ing
The underlying with the larger percentage decrease from the respective initial share price to the
unde rlying:
respective final share price
Sha re pe rform a nc e
Final share price divided by the initial share price
fa c t or:
CU SI P / I SI N :
61769HC45 / US61769HC452
List ing:
The securities will not be listed on any securities exchange.
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Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early
Redemption Dates

Obse rva t ion Da t e s / Re de m pt ion De t e rm ina t ion Da t e s
Coupon Pa ym e nt Da t e s / Ea rly Re de m pt ion Da t e s
January 21, 2020*
January 28, 2020*
April 20, 2020
April 27, 2020
July 20, 2020
July 27, 2020
October 19, 2020
October 26, 2020
January 19, 2021
January 26, 2021
April 19, 2021
April 26, 2021
July 19, 2021
July 26, 2021
October 18, 2021
October 25, 2021
January 18, 2022
January 25, 2022
April 18, 2022
April 25, 2022
July 18, 2022
July 25, 2022
October 18, 2022 (final observation date)
October 21, 2022 (maturity date)

* The securities are not subject to automatic early redemption until the second coupon payment date, which is April 27,
2020.

October 2019
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 21, 2022, With 6-month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cona gra Bra nds,
I nc . a nd t he Am e ric a n De posit a ry Sha re s of Anhe use r -Busc h I nBe v SA/N V
Princ ipa l a t Risk Se c urit ie s

Investment Summary
Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

Contingent Income Auto-Callable Securities due October 21, 2022, With 6-month Initial Non-Call Period All Payments on the
Securities Based on the Worst Performing of the Common Stock of Conagra Brands, Inc. and the American Depositary Shares of
Anheuser-Busch InBev SA/NV (the "securities") do not provide for the regular payment of interest. Instead, the securities will pay a
contingent quarterly coupon at an annual rate of 9.74% but only if the determination closing price of e a c h unde rlying is a t or
a bove 55% of its respective initial share price, which we refer to as the respective downside threshold level, on the related
observation date. If the determination closing price of e it he r unde rlying is less than its downside threshold level on any
observation date, we will pay no coupon for the related quarterly period. It is possible that the determination closing price of one
or bot h unde rlyings w ill re m a in be low t he ir re spe c t ive dow nside t hre shold le ve ls for extended periods of time or
even throughout the entire 3-year term of the securities so that you will receive few or no contingent quarterly coupons during the
entire term of the securities. We refer to these coupons as contingent, because there is no guarantee that you will receive a coupon
payment on any coupon payment date. Even if both underlyings were to be at or above their respective downside threshold levels
on some quarterly observation dates, one or both underlyings may fluctuate below the respective downside threshold level(s) on
others. In addition, if the securities have not been automatically called prior to maturity and the final share price of e it he r
unde rlying is less than its respective downside threshold level, investors will be exposed to the decline in the worst performing
underlying on a 1-to-1 basis, and will receive a payment at maturity that is less than 55% of the stated principal amount of the
securities and could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing
t he ir e nt ire init ia l inve st m e nt a nd a lso t he risk of not re c e iving a ny c ont inge nt qua rt e rly pa ym e nt s
t hroughout t he e nt ire 3 -ye a r t e rm of t he se c urit ie s.

M a t urit y:
Approximately 3 years
Cont inge nt qua rt e rly A contingent quarterly coupon at an annual rate of 9.74% (corresponding to approximately
c oupon:
$24.35 per quarter per security) will be paid on the securities on each coupon payment
date but only if the determination closing price of e a c h unde rlying is at or above its
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respective downside threshold level on the related observation date.

I f on a ny obse rva t ion da t e , t he de t e rm ina t ion c losing pric e of e it he r
unde rlying is le ss t ha n it s re spe c t ive dow nside t hre shold le ve l, w e w ill pa y
no c oupon for t he a pplic a ble qua rt e rly pe riod.

Aut om a t ic e a rly
Starting on April 27, 2020, if the determination closing price of e a c h unde rlying is
re de m pt ion qua rt e rly greater than or equal to their respective initial share price on any quarterly redemption
in or a ft e r April 2 0 2 0 : determination date, beginning on April 20, 2020, the securities will be automatically
redeemed for an early redemption payment equal to the stated principal amount plus the
contingent quarterly coupon with respect to the related observation date.
Pa ym e nt a t m a t urit y: If the securities have not previously been redeemed and the final share price of e a c h
unde rlying is gre a t e r t ha n or e qua l t o its respective downside threshold level, the
payment at maturity will be the sum of the stated principal amount and the related
contingent quarterly coupon.

If the final share price of e it he r unde rlying is less than its downside threshold level,
investors will receive a payment at maturity based on the decline in the worst performing
underlying over the term of the securities. Under these circumstances, the payment at
maturity will be less than 55% of the stated principal amount of the securities and could be
zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he
risk of losing t he ir e nt ire init ia l inve st m e nt .

October 2019
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 21, 2022, With 6-month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cona gra Bra nds,
I nc . a nd t he Am e ric a n De posit a ry Sha re s of Anhe use r -Busc h I nBe v SA/N V
Princ ipa l a t Risk Se c urit ie s

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less
than $1,000. We estimate that the value of each security on the pricing date is $939.40.

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 underlyings. The estimated value of the securities is determined using our own pricing
and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility
and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit
spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

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

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

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to the underlyings, 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
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conditions, including those related to the underlyings, 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.

October 2019
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 21, 2022, With 6-month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cona gra Bra nds,
I nc . a nd t he Am e ric a n De posit a ry Sha re s of Anhe use r -Busc h I nBe v SA/N V
Princ ipa l a t Risk Se c urit ie s

K e y I nve st m e nt Ra t iona le

The securities do not provide for the regular payment of interest. Instead, the securities will pay a contingent quarterly coupon but
only if the determination closing price of e a c h unde rlying is a t or a bove its respective downside threshold level on the
related observation date. The securities have been designed for investors who are willing to forgo market floating interest rates and
risk the loss of principal and accept the risk of receiving few or no coupon payments for the entire 3-year term of the securities in
exchange for an opportunity to earn interest at a potentially above-market rate if both underlyings close at or above their respective
downside threshold levels on each quarterly observation date, unless the securities are redeemed early. The following scenarios
are for illustration purposes only to demonstrate how the coupon and the payment at maturity (if the securities have not previously
been redeemed) are calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the securities may
or may not be redeemed, the contingent coupon may be payable in none of, or some but not all of, the quarterly periods during the
3-year term of the securities, and the payment at maturity may be less than 55% of the stated principal amount of the securities
and may be zero.

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

When both underlyings close at or above their respective initial share prices on a quarterly
redemption determination date (beginning after six months), the securities will be automatically
redeemed for the stated principal amount plus the contingent quarterly coupon with respect to
the related observation date.

Sc e na rio 2 : T he se c urit ie s
This scenario assumes that both underlyings close at or above their respective downside
a re not re de e m e d prior t o
threshold levels on some quarterly observation dates, but one of both underlyings close below
m a t urit y, a nd inve st ors
the respective downside threshold level(s) on the others, and at least one of the underlyings
re c e ive princ ipa l ba c k a t
closes below its initial share price on every quarterly redemption determination
m a t urit y
date. Consequently, the securities are not redeemed early, and investors receive the
contingent quarterly coupon for the quarterly periods for which the determination closing prices
of both underlyings are at or above their respective downside threshold levels on the related
observation date, but not for the quarterly periods for which the determination closing price(s)
of one or both underlyings are below the respective downside threshold level(s) on the related
observation date. On the final observation date, both underlyings close at or above their
respective downside threshold levels. At maturity, in addition to the contingent quarterly coupon
with respect to the final observation date, investors will receive the stated principal amount.
October 2019
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Morgan Stanley Finance LLC
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Contingent Income Auto-Callable Securities due October 21, 2022, With 6-month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cona gra Bra nds,
I nc . a nd t he Am e ric a n De posit a ry Sha re s of Anhe use r -Busc h I nBe v SA/N V
Princ ipa l a t Risk Se c urit ie s

Sc e na rio 3 : T he se c urit ie s
This scenario assumes that both underlyings close at or above their respective downside
a re not re de e m e d prior t o
threshold levels on some quarterly observation dates, but one or both underlyings close below
m a t urit y, a nd inve st ors
the respective downside threshold level(s) on the others, and at least one of the underlyings
suffe r a subst a nt ia l loss of
closes below its initial share prices on every quarterly redemption determination
princ ipa l a t m a t urit y
date. Consequently, the securities are not redeemed early, and investors receive the
contingent quarterly coupon for the quarterly periods for which the determination closing prices
of both underlyings are greater than or equal to their respective downside threshold levels on
the related observation date, but not for the quarterly periods for which the determination
closing price(s) of one or both underlyings are below the respective downside threshold level(s)
on the related observation date. On the final observation date, one or both underlyings close
below the respective downside threshold level(s). At maturity, investors will receive an amount
equal to the stated principal amount multiplied by the share performance factor of the worst
performing underlying. Under these circumstances, the payment at maturity will be less than
55% of the stated principal amount and could be zero. No coupon will be paid at maturity in
this scenario.
October 2019
Page 6
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 21, 2022, With 6-month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cona gra Bra nds,
I nc . a nd t he Am e ric a n De posit a ry Sha re s of Anhe use r -Busc h I nBe v SA/N V
Princ ipa l a t Risk Se c urit ie s

How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the determination closing prices on
each quarterly observation date, (2) the determination closing prices on each quarterly redemption determination date and (3) the
final share prices. Please see "Hypothetical Examples" below for an illustration of hypothetical payouts on the securities.

Dia gra m # 1 : Cont inge nt Qua rt e rly Coupons (Be ginning on t he First Coupon Pa ym e nt Da t e unt il Ea rly
Re de m pt ion or M a t urit y)

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Dia gra m # 2 : Aut om a t ic Ea rly Re de m pt ion (St a rt ing in April 2 0 2 0 )


October 2019
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 21, 2022, With 6-month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cona gra Bra nds,
I nc . a nd t he Am e ric a n De posit a ry Sha re s of Anhe use r -Busc h I nBe v SA/N V
Princ ipa l a t Risk Se c urit ie s

Dia gra m # 3 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

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

October 2019
Page 8
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 21, 2022, With 6-month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cona gra Bra nds,
I nc . a nd t he Am e ric a n De posit a ry Sha re s of Anhe use r -Busc h I nBe v SA/N V
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent quarterly coupon is paid with respect to an
observation date and how to calculate the payment at maturity, if any, assuming the securities are not redeemed prior to maturity.
The following examples are for illustrative purposes only. Whether you receive a contingent quarterly coupon will be determined by
reference to the determination closing price of each underlying on each quarterly observation date, and the amount you will receive
at maturity, if any, will be determined by reference to the final share price of each underlying on the final observation date. The
actual initial share price and downside threshold level for each underlying are set forth on the cover of this document. All payments
on the securities, if any, are subject to our credit risk. The below examples are based on the following terms:

Contingent Quarterly Coupon:
9.74% per annum (corresponding to approximately $24.35 per quarter per security)1

Wit h re spe c t t o e a c h c oupon pa ym e nt da t e , a c ont inge nt qua rt e rly c oupon is
pa id but only if t he de t e rm ina t ion c losing pric e of e a c h unde rlying is a t or
a bove it s re spe c t ive dow nside t hre shold le ve l on t he re la t e d obse rva t ion da t e .
Payment at Maturity (if the
If the final share price of e a c h underlying is gre a t e r t ha n or e qua l t o its respective
securities are not redeemed prior downside threshold level: the stated principal amount and the contingent quarterly coupon with
to maturity):
respect to the final observation date
If the final share price of e it he r underlying is le ss t ha n its respective downside threshold level:
(i) the stated principal amount multiplied by (ii) the share performance factor of the worst
performing underlying
Stated Principal Amount:
$1,000
Hypothetical Initial Share Price:
With respect to the CAG Stock: $25.00
With respect to the BUD Shares: $100.00
Hypothetical Downside Threshold With respect to the CAG Stock: $13.75, which is 55% of its hypothetical initial share price
Level:
With respect to the BUD Shares: $55.00, which is 55% of its hypothetical initial share price
1 The actual contingent quarterly coupon will be an amount determined by the calculation agent based on the number of days in
the applicable payment period, calculated on a 30/360 day count basis. The hypothetical contingent quarterly coupon of $24.35 is
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used in these examples for ease of analysis.

How to determine whether a contingent quarterly coupon is payable with respect to an observation date:


Determination Closing Price
Contingent Quarterly
Coupon

CAG Stock
BUD Shares

Hypothetical Observation
$20.00 (a t or a bove $75.00 (a t or a bove its
$24.35
Date 1
its downside threshold downside threshold level)
level)
Hypothetical Observation
$10.00 (be low its
$60.00 (a t or a bove its
$0
Date 2
downside threshold downside threshold level)
level)
Hypothetical Observation
$17.00 (a t or a bove
$30.00 (be low its
$0
Date 3
its downside threshold downside threshold level)
level)
Hypothetical Observation
$12.00 (be low its
$25.00 (be low its
$0
Date 4
downside threshold downside threshold level)
level)

On hypothetical observation date 1, both the CAG Stock and BUD Shares close at or above their respective downside threshold
levels. Therefore, a contingent quarterly coupon of $24.35 is paid on the relevant coupon payment date.

October 2019
Page 9
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 21, 2022, With 6-month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cona gra Bra nds,
I nc . a nd t he Am e ric a n De posit a ry Sha re s of Anhe use r -Busc h I nBe v SA/N V
Princ ipa l a t Risk Se c urit ie s

On each of hypothetical observation dates 2 and 3, one underlying closes at or above its downside threshold level but the other
underlying closes below its downside threshold level. Therefore, no contingent quarterly coupon is paid on the relevant coupon
payment date.

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

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

How to calculate the payment at maturity:

In the following examples, one or both underlyings close below the respective initial share price(s) on each redemption
determination date, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until,
maturity.


Final Share Price
Payment at Maturity

CAG Stock
BUD Shares

Example 1:
$35.00 (a t or a bove its $125.00 (a t or a bove
$1,024.35 (the stated principal
downside threshold level)
its downside threshold amount plus the contingent quarterly
level)
coupon with respect to the final
observation date)
Example 2:
$11.25 (be low its
$120.00 (a t or a bove
$1,000 x share performance factor
downside threshold level)
its initial share price)
of the worst performing underlying =
$1,000 x ($11.25 / $25.00) =
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