Obligation Morgan Stanley Financial 0% ( US61769HRN79 ) en USD

Morgan Stanley Financial

100 % ⇌

Etas-Unis

US61769HRN79 ( en USD )

01/09/2022 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HRN79 en USD 0%, échue

1 000 USD

1 550 000 USD

61769HRN7

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 US61769HRN79, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2022

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769HRN79, a été notée NR par l'agence de notation Moody's.

424B2 1 dp111929_424b2-ps2428.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Dual Directional Buffered Participation

$1,550,000

$187.86
Securities due 2022

August 2 0 1 9
Pricing Supplement No. 2,428
Registration Statement Nos. 333-221595; 333-221595-01
Dated August 27, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September
1, 2022
Fully and Unconditionally Guaranteed by Morgan Stanley
Princ ipa l a t Risk Se c urit ie s
The Dual Directional Buffered Participation Securities (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, do not guarantee any
return of principal at maturity and have the terms described in the accompanying product supplement for Participation Securities,
index supplement and prospectus, as supplemented or modified by this document. At maturity, if the S&P 500® Index, which we
refer to as the underlying index, ha s a ppre c ia t e d in value, you will receive for each security that you hold at maturity the stated
principal amount of $1,000 plus a return reflecting 100% of the upside performance of the underlying index, subject to the maximum
upside payment at maturity. If the underlying index has de pre c ia t e d in value but by no more than 15%, you will receive the
stated principal amount of your investment plus a positive return equal to 100% of the absolute value of the percentage decline,
which will effectively be limited to a positive return of 15%. However, if the underlying index has de pre c ia t e d by more than 15%,
you will lose 1% of the stated principal amount for every 1% decline beyond the specified buffer amount, subject to the minimum
payment at maturity of 15% of the stated principal amount. Investors may lose up to 85% of the stated principal amount of the
securities. The securities are for investors who seek an equity index-based return and who are willing to risk their principal and
forgo current income and upside returns above the maximum upside payment at maturity in exchange for the absolute return and
buffer features that in each case apply to a limited range of performance of the underlying index. I nve st ors m a y lose up t o
8 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 notes issued as part of MSFL's Series A Global
Medium-Term Notes program. The securities differ from the Participation Securities described in the accompanying product
supplement for Participation Securities in that the securities offer the potential for a positive return at maturity if the underlying
index depreciates by up to 15%.
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
Gua ra nt or:
Morgan Stanley
M a t urit y da t e :
September 1, 2022
August 29, 2022, subject to postponement for non-index business days and certain market
V a lua t ion da t e :
disruption events
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l a m ount :
$1,550,000
Pa ym e nt a t m a t urit y:
· If the final index value is greater than or equal to the initial index value:
$1,000 + ($1,000 × index percent change), subject to the maximum upside payment
at maturity
· If the final index value is less than the initial index value but has decreased from the
initial index value by an amount less than or equal to the buffer amount of 15%:
$1,000 + ($1,000 x absolute index return)
In this scenario, you will receive a 1% positive return on the securities for each 1%
negative return on the underlying index. In no event will this amount exceed the stated
principal amount plus $150.
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· If the final index value is less than the initial index value and has decreased from the
initial index value by an amount greater than the buffer amount of 15%:
$1,000 + [$1,000 x (index percent change + 15%)]
Under these circumstances, the payment at maturity will be less than the stated principal
amount of $1,000. However, under no circumstances will the securities pay less than $150
per security at maturity.
M a x im um upside pa ym e nt a t
$1,340 per security (134% of the stated principal amount)
m a t urit y:
I nde x pe rc e nt c ha nge :
(final index value initial index value) / initial index value
Absolut e inde x re t urn:
The absolute value of the index percent change.
I nit ia l inde x va lue :
2,869.16, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
15%. As a result of the buffer amount of 15%, the value at or above which the underlying
Buffe r a m ount :
index must close on the valuation date so that investors do not suffer a loss on their initial
investment in the securities is 2,438.786, which is 85% of the initial index value.
St a t e d princ ipa l a m ount / I ssue $1,000 per security
pric e :
M inim um pa ym e nt a t m a t urit y: $150 per security (15% of the stated principal amount)
Pric ing da t e :
August 27, 2019
Origina l issue da t e :
August 30, 2019 (3 business days after the pricing date)
CU SI P / I SI N :
61769HRN7 / US61769HRN79
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 pric ing $981.00 per security. See "Investment Summary" on page 2.
da t e :
Age nt 's c om m issions
Com m issions a nd issue pric e :
Pric e t o public
Proc e e ds t o us(2)
a nd fe e s (1)
Pe r se c urit y
$1,000
$7.50
$992.50
T ot a l
$1,550,000
$11,625
$1,538,375
(1) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $7.50 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 .
Re fe re nc e s t o "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 Pa rt ic ipa t ion 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
Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September 1, 2022
Princ ipa l a t Risk Se c urit ie s
Investment Summary
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Dua l Dire c t iona l Buffe re d Pa rt ic ipa t ion Se c urit ie s

The Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September 1, 2022
(the "securities") can be used:

To achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum upside
payment at maturity

To obtain a positive return equal to 100% of the absolute index return for a limited range of negative performance of the
underlying index.

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

To potentially outperform the underlying index in a moderately bearish scenario.

M a t urit y:
Approximately 3 years
M a x im um upside pa ym e nt a t $1,340 per security (134% of the stated principal amount)
m a t urit y:
M inim um pa ym e nt a t
$150 per security (15% of the stated principal amount). Investors may lose up to
m a t urit y:
85% of the stated principal amount of the securities.
Buffe r a m ount :
15%, with 1-to-1 downside exposure below the buffer
Coupon:
None
List ing:
The securities will not be listed on any securities exchange
All payments on the securities are subject to our credit risk.

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 $981.00.

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 maximum upside payment at maturity, the buffer amount and the
minimum payment at maturity, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads
and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal
funding rate were higher, one or more of the economic terms of the 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
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so at any time.

August 2019
Page 2
Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September 1, 2022
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 offer the potential for a positive return at maturity equal to 100% of the absolute value of a limited range of the
percentage change of the underlying index. At maturity, if the underlying index ha s a ppre c ia t e d in value, investors will receive
the stated principal amount of their investment plus a return reflecting 100% of the index percent increase, subject to the maximum
upside payment at maturity. If the underlying index has de pre c ia t e d in value but by no more than 15%, investors will receive the
stated principal amount of their investment plus a positive return equal to 100% of the absolute value of the percentage decline,
which will effectively be limited to a positive return of 15%. However, if the underlying index has de pre c ia t e d by more than 15%,
investors will lose 1% of the stated principal amount for every 1% decline beyond the specified buffer amount, subject to the
minimum payment at maturity. I nve st ors m a y lose up t o 8 5 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s. All
payments on the securities are subject to our credit risk.

The securities enable investors to obtain a positive return if the final index value is less than the initial
Absolut e Re t urn
index value but has decreased from the initial index value by an amount less than or equal to the buffer
Fe a t ure
amount.
U pside Sc e na rio if The final index value is greater than the initial index value. In this case, you receive for each security that
t he U nde rlying
you hold $1,000 plus a return reflecting 100% of the index percent increase, subject to the maximum
I nde x Appre c ia t e s upside payment at maturity of $1,340 per security (134% of the stated principal amount).
The final index value is less than the initial index value but has decreased from the initial index value by
an amount less than or equal to the buffer amount, which is 15%. In this case, you receive a 1% positive
Absolut e Re t urn
return on the securities for each 1% negative return on the underlying index. For example, if the final
Sc e na rio
index value is 5% less than the initial index value, the securities will provide a positive return of 5% at
maturity. The maximum return you may receive in this scenario is a positive 15% return at maturity.
The underlying index declines in value by more than 15%, and at maturity, the securities redeem for less
than the stated principal amount by an amount that is proportionate to the percentage decrease of the
Dow nside
underlying index from the initial index value, plus the buffer amount of 15%. For example, if the final index
Sc e na rio
value is 55% less than the initial index value, the securities will be redeemed at maturity for $600, or 60%
of the stated principal amount. The minimum payment at maturity is $150 per security.
August 2019
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Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September 1, 2022
Princ ipa l a t Risk Se c urit ie s
How the Securities Work

Pa yoff Dia gra m

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
M a x im um upside pa ym e nt a t
$1,340 per security (134% of the stated principal amount)
m a t urit y:
Buffe r a m ount :
15%
M inim um pa ym e nt a t m a t urit y:
$150 per security

Dua l Dire c t iona l Buffe re d Pa rt ic ipa t ion Se c urit ie s Pa yoff Dia gra m
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See the next page for a description of how the securities work.

August 2019
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Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September 1, 2022
Princ ipa l a t Risk Se c urit ie s
H ow it w ork s

Upside Scenario if the Underlying Index Appreciates. Under the terms of the securities, if the final index value is
greater than the initial index value, the investor would receive the $1,000 stated principal amount plus a return reflecting 100%
of the appreciation of the underlying index over the term of the securities, subject to the maximum upside payment at maturity.

If the underlying index appreciates 10%, the investor would receive a 10% return, or $1,100 per security.

If the underlying index appreciates 45%, the investor would receive only a 34% return, or $1,340 per security.

Absolute Return Scenario. If the final index value is less than the initial index value and has decreased from the initial
index value by an amount less than or equal to the buffer amount of 15%, the investor would receive a 1% positive return on
the securities for each 1% negative return on the underlying index.

If the underlying index depreciates 5%, the investor would receive a 5% return, or $1,050 per security.

The maximum return you may receive in this scenario is a positive 15% return at maturity.

Dow nside Scenario. If the final index value is less than the initial index value and has decreased from the initial index
value by an amount greater than the buffer amount of 15%, investors will receive an amount that is less than the stated
principal amount by an amount that is proportionate to the percentage decrease in the value of the underlying index from the
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initial index value, plus the buffer amount of 15%. The minimum payment at maturity is $150 per security.

If the underlying index depreciates 55%, the investor would lose 40% of the investor's principal and receive only $600 per
security at maturity, or 60% of the stated principal amount.

August 2019
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Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September 1, 2022
Princ ipa l a t Risk Se c urit ie s
Risk Factors

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

The securities do not pay interest and provide a minimum payment at maturity of only 15% of your
princ ipa l. The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest, and
the securities provide a minimum payment at maturity of only 15% of the stated principal amount of the securities, subject to
our credit risk. If the final index value is less than 85% of the initial index value, you will receive for each security that you hold
a payment at maturity that is less than the stated principal amount of each security by an amount proportionate to the decline
in the closing value of the underlying index from the initial index value, plus $150 per security. Ac c ordingly, inve st ors m a y
lose up t o 8 5 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s.

The appreciation potential is fixed and limited. Where the final index value is greater than the initial index value, the
appreciation potential of the securities is limited by the maximum upside payment at maturity of $1,340 per security (134% of
the stated principal amount), even if the final index value is significantly greater than the initial index value. Additionally, the
positive return you can potentially receive if the underlying index depreciates is limited due to the buffer amount. If the index
declines over the term of the securities by an amount greater than the buffer amount, you will lose some of your investment.
See "How the Securities Work" on page 4 above.

The market price of the securities may 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 rates on the securities underlying the underlying index,

interest and yield rates in the market,

geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component
stocks of the underlying index or securities markets generally and which may affect the value of the underlying
index,

the time remaining until the maturity of the securities,

the composition of the underlying index and changes in the constituent stocks of the underlying index, and

any actual or anticipated changes in our credit ratings or credit spreads.

Some or all of these factors will influence the price you will receive if you sell your securities prior to maturity. For example, you
may have to sell your securities at a substantial discount from the stated principal amount if at the time of sale the value of the
underlying index is at or below the initial index value and especially if it has declined by an amount greater than the buffer
amount.
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You cannot predict the future performance of the underlying index based on its historical performance. If the final index value
has declined by an amount greater than the buffer amount of 15% from the initial index value, you will receive for each security
that you hold a payment at maturity that is less than the stated principal amount of each security by an amount proportionate to
the decline in the value of the underlying index from the initial index value, plus $150 per security.

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

August 2019
Page 6
Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September 1, 2022
Princ ipa l a t Risk Se c urit ie s
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 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 va lua t ion da t e . The final index value will be the index closing value on the valuation 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 valuation date but then drops by the valuation date by an amount greater than the buffer amount, the
payment at maturity will 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 valuation date.

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 the stocks that constitute the underlying
index.

Adjustments to the underlying index could adversely affect the value of the securities. The underlying index
publisher may add, delete or substitute the stocks constituting the underlying index or make other methodological changes that
could change the value of the underlying index. The underlying index publisher may discontinue or suspend calculation or
publication of the underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to
substitute a successor index that is comparable to the discontinued underlying index and will be permitted to consider indices
that are calculated and published by the calculation agent or any of its affiliates.

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
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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.

August 2019
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Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September 1, 2022
Princ ipa l a t Risk Se c urit ie s
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 any time after the date of this
document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes
in market conditions. See also "The market price of the securities may be influenced by many unpredictable factors" above.

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.
Morgan Stanley & Co. LLC, which we refer to as 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. Since other
broker-dealers may not 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.

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 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 final index value in the event of a market disruption event or discontinuance of the
underlying index. These potentially subjective determinations may adversely affect the payout to you at maturity. For further
information regarding these types of determinations, see "Description of Securities--Postponement of Valuation Date(s)," "--
Discontinuance of Any Underlying Index or Basket Index; Alteration of Method of Calculation," "--Alternate Exchange
Calculation in case of an Event of Default" and "--Calculation Agent and Calculations" 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 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
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adjustments to the hedge as the valuation date approaches. Some of our affiliates also trade the stocks that constitute the
underlying index and other financial instruments related to the underlying index on a regular basis as part of their general
broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could have
increased the initial index value, and, therefore, could have increased the value at or above which the underlying index must
close on the valuation date so that investors do not suffer a loss on their initial investment in the securities. Additionally, such
hedging or trading activities during the term of the securities, including on the valuation date, could adversely affect the value
of the underlying index on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity.

The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read
the discussion under "Additional Information--Tax considerations" in this document and the discussion under "United States
Federal Taxation" in the accompanying product supplement for Participation Securities (together, the "Tax Disclosure Sections")
concerning the U.S. federal income tax consequences of an investment in the securities. If

August 2019
Page 8
Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September 1, 2022
Princ ipa l a t Risk Se c urit ie s
the Internal Revenue Service (the "IRS") were successful in asserting an alternative treatment, the timing and character of
income on the securities might differ significantly from the tax treatment described in the Tax Disclosure Sections. For example,
under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S.
Holders would be required to accrue into income original issue discount on the securities every year at a "comparable yield"
determined at the time of issuance and recognize all income and gain in respect of the securities as ordinary income.
Additionally, as discussed under "United States Federal Taxation--FATCA" in the accompanying product supplement for
Participation Securities, the withholding rules commonly referred to as "FATCA" would apply to the securities if they were
recharacterized as debt instruments. However, recently proposed regulations (the preamble to which specifies that taxpayers
are permitted to rely on them pending finalization) eliminate the withholding requirement on payments of gross proceeds of a
taxable disposition (other than amounts treated as "FDAP income," as defined in the accompanying product supplement for
Participation Securities). The risk that financial instruments providing for buffers, triggers or similar downside protection
features, such as the securities, would be recharacterized as debt is greater than the risk of recharacterization for comparable
financial instruments that do not have such features. We do not plan to request a ruling from the IRS regarding the tax
treatment of the securities, and the IRS or a court may not agree with the tax treatment described in the Tax Disclosure
Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders
of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be
subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the
nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any
mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or
should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain long-term
capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could
materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Both
U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an
investment in the securities, including possible alternative treatments, the issues presented by this notice and any tax
consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

August 2019
Page 9
Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September 1, 2022
Princ ipa l a t Risk Se c urit ie s
S&P 500® Index Overview

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

Information as of market close on August 27, 2019:

Bloom be rg T ic k e r
5 2 We e k H igh (on
SPX
3,025.86
Sym bol:
7 /2 6 /2 0 1 9 ):
Curre nt I nde x
5 2 We e k Low (on
2,869.16
2,351.10
V a lue :
1 2 /2 4 /2 0 1 8 ):
5 2 We e k s Ago:
2,896.74

The following graph sets forth the daily closing values of the underlying index for the period from January 1, 2014 through August
27, 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 August 27, 2019 was 2,869.16.
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.

S& P 5 0 0 ® I nde x
Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 4 t o August 2 7 , 2 0 1 9
August 2019
Page 10
Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Performance of the S&P 500® Index due September 1, 2022
Princ ipa l a t Risk Se c urit ie s
S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 4

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

First Quarter
2,117.39
1,992.67
2,067.89
Second Quarter
2,130.82
2,057.64
2,063.11
Third Quarter
2,128.28
1,867.61
1,920.03
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Document Outline

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