Obligation Morgan Stanley Financial 0% ( US61769HP827 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61769HP827 ( en USD )

30/05/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HP827 en USD 0%, échue

1 000 USD

4 949 000 USD

61769HP82

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 US61769HP827, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/05/2024

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769HP827, a été notée NR par l'agence de notation Moody's.

424B2 1 dp116613_424b2-ps2815.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 Securities
$4,949,000

$642.38
due 2024

N ove m be r 2 0 1 9
Pricing Supplement No. 2,815
Registration Statement Nos. 333-221595; 333-221595-01
Dated November 25, 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 May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x
Fully and Unconditionally Guaranteed by Morgan Stanley
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. At maturity, if the underlying
index has appreciated in value, investors will receive the stated principal amount of their investment plus 125% 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 125% 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.
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
$4,949,000
a m ount :
Pric ing da t e :
November 25, 2019
Origina l issue da t e :
November 29, 2019 (3 business days after the pricing date)
M a t urit y da t e :
May 30, 2024
I nt e re st :
None
U nde rlying inde x :
EURO STOXX 50® 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
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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 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 :
125%
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 :
3,707.68, 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 :
May 27, 2024, subject to postponement for non-index business days and certain market disruption
events
CU SI P / I SI N :
61769HP82 / US61769HP827
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
$950.90 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
$30
$970
T ot a l
$4,949,000
$148,470
$4,800,530
(1) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $30 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 , 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 May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 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 May 30, 2024 Based on the Performance of the EURO STOXX 50®
Index (the "securities") provide investors with an opportunity to receive a return reflecting 125% 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 125% upside participation (e.g., if the underlying
index appreciates 10% from the initial index value to the final index value, the investor receives 100% of principal plus 12.50% at
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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 4.5 years
$950 per security (95% of the stated principal amount). You could
M inim um pa ym e nt a m ount :
lose up to 5% of the stated principal amount of the securities.
Pa rt ic ipa t ion ra t e :
125%
I nt e re st :
None
November 2019
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x

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 $950.90.

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 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.

November 2019
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x

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Key Investment Rationale

The securities offer 125% 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 125% 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).
November 2019
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 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 :
125%
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

Upside Scenario. If the final index value is greater than the initial index value, investors would receive the $1,000 stated
principal amount plus 125% participation in the appreciation of the underlying index.

o
If the underlying index appreciates 10%, investors would receive a 12.50% return, or $1,125 per security.

Par or Dow nside Scenario. If the final index value is less than or equal to 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.

November 2019
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 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.

The securities do not pay interest and provide for a minimum payment amount of only 95% of principal.
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.

The market price of the securities w ill be influenced by many unpredictable factors. 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 of the underlying index at any
time, the volatility (frequency and magnitude of changes in value) of the underlying index, dividend rate on the stocks
underlying the index, interest and yield rates in the market, time remaining until the securities mature, geopolitical conditions
and economic, financial, political, regulatory or judicial events that affect the underlying index or equities markets generally and
which may affect the final index value of the underlying index and any actual or anticipated changes in our credit ratings or
credit spreads. The value of the underlying index may be, and has recently been, volatile, and we can give you no assurance
that the volatility will lessen. 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.

There are risks associated w ith investments in securities linked to the value of foreign equity
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
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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 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.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
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 finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and

November 2019
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x

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.

The amount payable on the securities is not linked to the value of the underlying index at any time other
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 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.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
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
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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.

You cannot predict the future performance of the underlying index based on its historical performance .
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 EURO STOXX 50® Index based on its historical performance.
See "EURO STOXX 50® Index Overview" below.

The estimated value of the securities is determined by reference to our pricing and valuation models,
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

November 2019
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x

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.

Adjustments to the underlying index could adversely affect the value of the securities. 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,
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.

Investing in the securities is not equivalent to investing in the underlying index. 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.

The securities w ill not be listed on any securities exchange and secondary trading may be limited. 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
https://www.sec.gov/Archives/edgar/data/895421/000095010319016183/dp116613_424b2-ps2815.htm[11/27/2019 3:45:34 PM]

willing to hold your securities to maturity.

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
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 underlying index or a
market disruption event, 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.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the
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 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

November 2019
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x

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.

November 2019
Page 9
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x

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 November 25, 2019:

Bloom be rg T ic k e r
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SX5E
Sym bol:
Curre nt I nde x V a lue :
3,707.68
5 2 We e k s Ago:
3,172.71
5 2 We e k H igh (on
3,712.20
1 1 /1 2 /2 0 1 9 ):
5 2 We e k Low (on
2,937.36
1 2 /2 7 /2 0 1 8 ):

The following graph sets forth the daily closing values of the underlying index for the period from January 1, 2008 through
November 25, 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 November 25,
2019 was 3,707.68. 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.

EU RO ST OX X 5 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 0 8 t o N ove m be r 2 5 , 2 0 1 9
November 2019
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x

EU RO ST OX X 5 0 ® I nde x
H igh
Low
Pe riod End
2 0 0 8

First Quarter
4,339.23
3,431.82
3,628.06
Second Quarter
3,882.28
3,340.27
3,352.81
Third Quarter
3,445.66
3,000.83
3,038.20
Fourth Quarter
3,113.82
2,165.91
2,447.62
2 0 0 9

First Quarter
2,578.43
1,809.98
2,071.13
Second Quarter
2,537.35
2,097.57
2,401.69
Third Quarter
2,899.12
2,281.47
2,872.63
Fourth Quarter
2,992.08
2,712.30
2,964.96
2 0 1 0

First Quarter
3,017.85
2,631.64
2,931.16
Second Quarter
3,012.65
2,488.50
2,573.32
Third Quarter
2,827.27
2,507.83
2,747.90
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Fourth Quarter
2,890.64
2,650.99
2,792.82
2 0 1 1

First Quarter
3,068.00
2,721.24
2,910.91
Second Quarter
3,011.25
2,715.88
2,848.53
Third Quarter
2,875.67
1,995.01
2,179.66
Fourth Quarter
2,476.92
2,090.25
2,316.55
2 0 1 2

First Quarter
2,608.42
2,286.45
2,477.28
Second Quarter
2,501.18
2,068.66
2,264.72
Third Quarter
2,594.56
2,151.54
2,454.26
Fourth Quarter
2,659.95
2,427.32
2,635.93
2 0 1 3

First Quarter
2,749.27
2,570.52
2,624.02
Second Quarter
2,835.87
2,511.83
2,602.59
Third Quarter
2,936.20
2,570.76
2,893.15
Fourth Quarter
3,111.37
2,902.12
3,109.00
2 0 1 4

First Quarter
3,172.43
2,962.49
3,161.60
Second Quarter
3,314.80
3,091.52
3,228.24
Third Quarter
3,289.75
3,006.83
3,225.93
Fourth Quarter
3,277.38
2,874.65
3,146.43
2 0 1 5

First Quarter
3,731.35
3,007.91
3,697.38
Second Quarter
3,828.78
3,424.30
3,424.30
Third Quarter
3,686.58
3,019.34
3,100.67
Fourth Quarter
3,506.45
3,069.05
3,267.52
2 0 1 6

First Quarter
3,178.01
2,680.35
3,004.93
Second Quarter
3,151.69
2,697.44
2,864.74
Third Quarter
3,091.66
2,761.37
3,002.24
Fourth Quarter
3,290.52
2,954.53
3,290.52
2 0 1 7

First Quarter
3,500.93
3,230.68
3,500.93
Second Quarter
3,658.79
3,409.78
3,441.88
Third Quarter
3,594.85
3,388.22
3,594.85
Fourth Quarter
3,697.40
3,503.96
3,503.96
2 0 1 8

First Quarter
3,672.29
3,278.72
3,361.50
Second Quarter
3,592.18
3,340.35
3,395.60
Third Quarter
3,527.18
3,293.36
3,399.20
Fourth Quarter
3,414.16
2,937.36
3,001.42
2 0 1 9

First Quarter
3,409.00
2,954.66
3,351.71
Second Quarter
3,514.62
3,280.43
3,473.69
Third Quarter
3,571.39
3,282.78
3,569.45
Fourth Quarter (through November 25, 2019)
3,712.20
3,413.31
3,707.68

"EURO STOXX 50®" and "STOXX®" are registered trademarks of STOXX Limited. For more information, see "EURO STOXX 50®
Index" in the accompanying index supplement.

November 2019
Page 11
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 30, 2024
Ba se d on t he Pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x

Additional Terms of the Securities
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Document Outline

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