Obligation Morgan Stanley Financial 0% ( US61769HS979 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61769HS979 ( en USD )

0%

10/11/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HS979 en USD 0%, échue

1 000 USD

2 000 000 USD

61769HS97

N/A

NR

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.

Analyse Rétrospective d'une Obligation Échue de Morgan Stanley Finance Cet article fournit une analyse détaillée d'une obligation émise par Morgan Stanley Finance, qui a récemment atteint sa maturité et a été remboursée. Morgan Stanley Finance est une entité du groupe Morgan Stanley, l'une des principales banques d'investissement mondiales. Fondée en 1935 et dont le siège social est à New York, Morgan Stanley est un acteur majeur des marchés financiers, offrant une vaste gamme de services incluant la gestion de patrimoine, la banque d'investissement, le négoce de titres et la gestion d'actifs, soulignant ainsi sa position centrale dans l'écosystème financier global. L'instrument financier en question est une obligation identifiée par le code ISIN US61769HS979 et le code CUSIP 61769HS97. Cette émission, originaire des États-Unis et libellée en dollars américains (USD), représentait une taille totale de 2 000 000 USD, avec une taille minimale à l'achat fixée à 1 000 USD. Une caractéristique notable de cette obligation était son taux d'intérêt de 0%, la classant de fait comme une obligation à coupon zéro, malgré une fréquence de paiement indiquée de 2 (habituellement semi-annuelle pour des obligations classiques), puisque aucune distribution d'intérêt périodique n'était prévue. La date de maturité de cette obligation était fixée au 10 novembre 2023. Conformément à ses termes et conditions, l'obligation est effectivement arrivée à maturité et a été remboursée à son prix nominal de 100% sur le marché. Concernant sa notation, l'obligation n'était pas notée ('NR') par l'agence de notation Moody's. Ce remboursement marque la fin du cycle de vie de cet instrument de dette pour Morgan Stanley Finance, soulignant le respect de ses engagements financiers envers les détenteurs de l'obligation.

424B2 1 dp116013_424b2-ps2860.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Trigger Jump Securities due 2023

$2,000,000

$259.60

PROSPECTUS Dated November 16, 2017
Pricing Supplement No. 2,860 to
PROSPECTUS SUPPLEMENT Dated November 16, 2017
Registration Statement Nos. 333-221595; 333-221595-01

Dated November 15, 2019

Rule 424(b)(2)
$2,000,000
Morgan Stanley Finance LLC
GLOBAL MEDIUM-TERM NOTES, SERIES A
Senior Notes

Trigger Jump Securities due November 10, 2023
Based on the Performance of the Common Stock of Cisco Systems, Inc.
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Trigger Jump Securities due November 10, 2023 Based on the Performance of the Common Stock of Cisco Systems, Inc., 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. Unlike
ordinary debt securities, the securities do not pay interest and do not guarantee any return of principal at maturity. At maturity, you will receive for each
security that you hold an amount in cash that will vary depending on the performance of common stock of Cisco Systems, Inc. ("Cisco Systems Stock"), as
determined on the valuation date. If Cisco Systems Stock appreciates or does not depreciate at all over the term of the securities, you will receive for each
security that you hold at maturity a minimum positive return on the securities equal to 50%, which we refer to as the upside payment, in addition to the
stated principal amount. If the Cisco Systems Stock appreciates by more than 50% over the term of the securities, you will receive for each security that you
hold at maturity the stated principal amount plus an amount based on the percentage increase of the Cisco Systems Stock. If the final share price is less than
the initial share price but greater than or equal to the downside threshold level of 75% of the initial share price, meaning that Cisco Systems Stock has
depreciated by an amount less than or equal to 25%, you will receive a payment at maturity equal to the stated principal amount. However, if the final share
price is less than the downside threshold level, meaning that Cisco Systems Stock has depreciated by more than 25% from the initial share price, the
payment due at maturity will be significantly less than the stated principal amount of the securities by an amount that is proportionate to the full percentage
decrease in the final share price from the initial share price. Under these circumstances, the payment at maturity will be less than $750 per security and
could be zero. Accordingly, you may lose your entire initial investment in the securities. The securities are for investors who seek an equity-based return
and who are willing to risk their principal and forgo current in exchange for the opportunity to receive the upside payment and the limited protection
against loss that applies only if the final share price is greater than or equal to the downside threshold level. The securities are notes issued as part of
MSFL's Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities are not
secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
·
The stated principal amount and issue price of each security is $1,000.
·
We will not pay interest on the securities.
·
At maturity, you will receive for each $1,000 stated principal amount of securities that you hold:
º
If the final share price is greater than or equal to the initial share price:
$1,000 + the greater of (i) $1,000 × the share percent change and (ii) the upside payment
º
If the final share price is less than the initial share price but greater than or equal to the downside threshold level, meaning the value of Cisco
Systems Stock has declined by no more than 25% from its initial share price:
$1,000
º
If the final share price is less than the downside threshold level, meaning the value of Cisco Systems Stock has declined by more than 25% from the
initial share price:
$1,000 × share performance factor
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 25%, and possibly all, of your investment.
·
The upside payment will be equal to $500 per security (50% of the stated principal amount).
·
The downside threshold level is $33.683, which is approximately 75% of the initial share price.
·
The share percent change will be equal to (i) the final share price minus the initial share price, divided by (ii) the initial share price.
·
The share performance factor will be equal to (i) the final share price divided by (ii) the initial share price.
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·
The initial share price is $44.91, which is the closing price of one share of Cisco Systems Stock on November 14, 2019.
·
The final share price will equal the closing price of one share of Cisco Systems Stock times the adjustment factor, each as of November 7, 2023, which
we refer to as the valuation date. The adjustment factor will be initially set at 1.0 and is subject to change upon certain corporate events affecting Cisco
Systems Stock.
·
Investing in the securities is not equivalent to investing in Cisco Systems Stock.
·
The securities will not be listed on any securities exchange.
·
The estimated value of the securities on the pricing date is $956.60 per security. See "Summary of Pricing Supplement" beginning on PS-3.
·
The CUSIP number for the securities is 61769HS97. The ISIN number for the securities is US61769HS979.
You should read the more detailed description of the securities in this pricing supplement. In particular, you should review and understand the descriptions
in "Summary of Pricing Supplement," "Final Terms" and "Additional Information About the Securities."
The securities are riskier than ordinary debt securities. See "Risk Factors" beginning on PS- 9.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this pricing
supplement is truthful or complete. Any representation to the contrary is a criminal offense.

PRICE $1,000 PER SECURITY

Price to public
Agent's commissions(1)
Proceeds to us(2)
Per Security
$1,000.00
$31
$969
Total
$2,000,000
$62,000
$1,938,000
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $31 for each security they sell. See
"Additional Information About the Securities--Supplemental Information Concerning Plan of Distribution; Conflicts of Interest." For additional information, see
"Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
(2) See "Use of Proceeds and Hedging" on page PS-28.
The agent for this offering, Morgan Stanley & Co. LLC, is our affiliate. See "Additional Information About the Securities--Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest" in this pricing supplement.
The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
or instrumentality, nor are they obligations of, or guaranteed by, a bank.
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
MORGAN STANLEY

For a description of certain restrictions on offers, sales and deliveries of the securities and on the distribution of this pricing supplement and the
accompanying prospectus supplement and prospectus relating to the securities, see the section of this pricing supplement called "Additional
Information About the Securities--Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."

No action has been or will be taken by us, the agent or any dealer that would permit a public offering of the securities or possession or
distribution of this pricing supplement or the accompanying prospectus supplement or prospectus in any jurisdiction, other than the United States,
where action for that purpose is required. Neither this pricing supplement nor the accompanying prospectus supplement and prospectus may be
used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation.

In addition to the selling restrictions set forth in "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement, the
following selling restrictions also apply to the securities:

The securities have not been and will not be registered with the Comissão de Valores Mobiliários (The Brazilian Securities Commission). The
securities may not be offered or sold in the Federative Republic of Brazil except in circumstances which do not constitute a public offering or
distribution under Brazilian laws and regulations.

The securities have not been registered with the Superintendencia de Valores y Seguros in Chile and may not be offered or sold publicly in
Chile. No offer, sales or deliveries of the securities or distribution of this pricing supplement or the accompanying prospectus supplement or
prospectus, may be made in or from Chile except in circumstances which will result in compliance with any applicable Chilean laws and
regulations.

The securities have not been registered with the National Registry of Securities maintained by the Mexican National Banking and
Securities Commission and may not be offered or sold publicly in Mexico. This pricing supplement and the accompanying prospectus supplement
and prospectus may not be publicly distributed in Mexico.

PS-2

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SUMMARY OF PRICING SUPPLEMENT

The following summary describes the Trigger Jump Securities due November 10, 2023 Based on the Performance of the Common Stock of Cisco
Systems, Inc., which we refer to as the securities, we are offering to you in general terms only. You should read the summary together with the more
detailed information that is contained in the rest of this pricing supplement and in the accompanying prospectus and prospectus supplement. You should
carefully consider, among other things, the matters set forth in "Risk Factors."

The securities offered are medium-term debt securities issued by MSFL and are fully and unconditionally guaranteed by Morgan Stanley. The return
on the securities at maturity is based on the performance of the common stock of Cisco Systems, Inc., which we refer to as Cisco Systems Stock. The
securities are for investors who seek an equity-based return and who are willing to risk their principal and forgo current income in exchange for the
opportunity to receive the upside payment and the limited protection against loss that applies only if the final share price is greater than or equal to the
downside threshold level. The securities do not guarantee the return of any principal at maturity, and all payments on the securities are subject to our
credit risk.

Each security costs $1,000
We are offering the Trigger Jump Securities due November 10, 2023, Based on the Performance of the Common
Stock of Cisco Systems, Inc., which we refer to as the securities. The stated principal amount and issue price of
each security is $1,000. The original issue price of each security is $1,000.

The original issue 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 $956.60.

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 Cisco Systems Stock. The estimated value of the
securities is determined using our own pricing and valuation models, market inputs and assumptions relating to
Cisco Systems Stock, instruments based on Cisco Systems Stock, 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 upside payment and the downside threshold level,
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 Cisco Systems Stock, 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

PS-3

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 Cisco Systems Stock, 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.

No guaranteed return of principal; Unlike ordinary debt securities, the securities do not pay interest and do not guarantee any return of principal at
no interest
maturity. If the final share price is less than the downside threshold level, we will pay to you an amount in cash
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per security that is less than the $1,000 stated principal amount of each security by an amount proportionate to the
decrease in the share price of Cisco Systems Stock. This amount will be less than $750 per security, and, as there
is no minimum payment at maturity on the securities, you could lose your entire investment.

Payment at maturity
At maturity, you will receive for each $1,000 stated principal amount of securities that you hold an amount in cash
based upon the final share price, determined as follows:

· If the final share price is greater than or equal to the initial share price, you will receive for each $1,000
stated principal amount of securities that you hold a payment at maturity equal to:

$1,000 + the greater of (i) $1,000 × the share percent change and (ii) the upside payment

where,

upside payment = $500 per security (50% of the stated principal amount)

final share price initial share price
share percent change
=
initial share price

final share price = the closing price of one share of Cisco Systems Stock times the adjustment factor, each
as of the valuation date,

initial share price = $44.91, which is the closing price of one share of Cisco Systems Stock on November
14, 2019

and

adjustment factor = 1.0, subject to change upon certain corporate events affecting Cisco Systems Stock.

· If the final share price is less than the initial share price but greater than or equal to the downside threshold
level, meaning the value of Cisco Systems Stock has declined by no more than 25% from its initial share price,
you will receive for each $1,000 stated principal amount of securities that you hold a

PS-4

payment at maturity equal to:

$1,000

where,

downside threshold level = $33.683, which is approximately 75% of the initial share price

· If the final share price is less than the downside threshold level, meaning the value of Cisco Systems Stock has
declined by more than 25% from the initial share price, you will receive for each $1,000 stated principal
amount of securities that you hold a payment at maturity equal to:

$1,000 × share performance factor

where,

final share price
share performance factor
=
initial share price
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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 25%, and possibly all, of your investment.

On PS-8, we have provided a graph titled "Hypothetical Payouts on the Securities at Maturity," which illustrates
the performance of the securities at maturity over a range of hypothetical percentage changes in the closing price of
Cisco Systems Stock. The graph does not show every situation that may occur.

You can review the historical prices of Cisco Systems Stock for the period from January 1, 2014 through
November 15, 2019 in the section of this pricing supplement called "Additional Information About the Securities--
Historical Information." You cannot predict the future performance of Cisco Systems Stock based on its
historical performance.

The adjustment factor may be
During the life of the securities, our affiliate, Morgan Stanley & Co. LLC or its successors, which we refer to as
changed
MS & Co., acting as calculation agent, may make changes to the adjustment factor, initially set at 1.0, to reflect the
occurrence of certain corporate events relating to Cisco Systems Stock. You should read about these adjustments
in the sections of this pricing supplement called "Risk Factors--The antidilution adjustments the calculation agent
is required to make do not cover every event that could affect Cisco Systems Stock," "Final Terms--Adjustment
Factor" and "--Antidilution Adjustments."

You have no shareholder rights
Investing in the securities is not equivalent to investing in Cisco Systems Stock. As an investor in the securities,
you will not have voting rights or rights to receive dividends or other distributions or any other rights with respect
to Cisco Systems Stock. In addition, you do not have the right to exchange your securities for Cisco Systems Stock
at any time.

Postponement of maturity
If the scheduled valuation date is not a trading day or if a market disruption event

PS-5

date
occurs on that day so that the valuation date falls less than two business days prior to the scheduled maturity date,
the maturity date will be postponed to the second business day following the valuation date as postponed.

MS & Co. will be the calculation
We have appointed our affiliate, MS & Co., to act as calculation agent for The Bank of New York Mellon, a New
agent
York banking corporation, the trustee for our senior notes. As calculation agent, MS & Co. has determined the
initial share price and the downside threshold level and will determine the final share price, the share performance
factor, the payment to you at maturity, if any, and whether a market disruption event has occurred.

MS & Co. will be the agent;
The agent for the offering of the securities, a wholly owned subsidiary of Morgan Stanley and an affiliate of
conflicts of interest
MSFL, which we refer to as MS & Co., will conduct this offering in compliance with the requirements of FINRA
Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA,
regarding a FINRA member firm's distribution of the securities of an affiliate and related conflicts of interest. MS
& Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See
"Additional Information About the Securities--Supplemental Information Concerning Plan of Distribution;
Conflicts of Interest" on PS-29.

No affiliation with
Cisco Systems, Inc. is not an affiliate of ours and is not involved with this offering in any way. The obligations
Cisco Systems, Inc.
represented by the securities are obligations of ours and not of Cisco Systems, Inc.

Where you can find more
The securities are unsecured securities issued as part of our Series A medium-term note program. You can find a
information on the securities
general description of our Series A medium-term note program in the accompanying prospectus supplement dated
November 16, 2017 and prospectus dated November 16, 2017. We describe the basic features of this type of
security in the section of the prospectus supplement called "Description of Notes--Notes Linked to Commodity
Prices, Single Securities, Baskets of Securities or Indices" and in the section of the prospectus called "Description
of Debt Securities--Fixed Rate Debt Securities."

Because this is a summary, it does not contain all of the information that may be important to you. For a
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detailed description of the terms of the securities, you should read the section of this pricing supplement
called "Final Terms." You should also read the "Additional Information About the Securities" section. You
should also read about some of the risks involved in investing in securities in the section of this pricing
supplement called "Risk Factors." The tax and accounting treatment of investments in securities such as
these may differ from that of investments in ordinary debt securities or common stock. See the section of
this pricing supplement called "Additional Information About the Securities--United States Federal
Taxation." We urge you to consult with your investment, legal, tax, accounting and other advisers with
regard to any proposed or actual investment in the securities.

PS-6
HYPOTHETICAL PAYOUTS ON THE SECURITIES AT MATURITY

For each security, the following graph illustrates the payout on the securities at maturity for a range of hypothetical final share prices.

The graph is based on the following terms:

·
Stated Principal Amount: $1,000

·
Upside Payment: $500 (50% of the stated principal amount)

·
Downside Threshold Level: 75% of the initial share price (-25% change in final share price compared with initial share price)

HOW THE SECURITIES WORK

Upside Scenario. If the final share price is greater than or equal to the initial share price, the investor would receive the $1,000 stated principal amount plus
an amount equal to the greater of (i) $1,000 times the share percent change and (ii) the upside payment of $500. Under the terms of the securities, an invesor
would receive a payment at maturity of $1,500 per security if the final share price has increased by no more than 50% from the initial share price, and
would receive $1,000 plus an amount that represents a 1-to-1 participation in the apprecation of the Cisco Systems Stock if the final share price has
increased from the initial share price by more than 50%.

Par Scenario. If the final share price is less than the initial share price but is greater than or equal to the downside threshold level, the investor would
receive the $1,000 stated principal amount per security.

Downside Scenario. If the final share price is less than the downside threshold level, the payment at maturity would be less than the stated principal amount
of $1,000 by an amount that is proportionate to the full percentage decrease in the value of Cisco Systems Stock.

·
For example, if the final share price declines by 50% from the initial share price, the payment at maturity would be $500 per security (50% of the
stated principal amount).

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PS-7

RISK FACTORS

The securities are not secured debt, are riskier than ordinary debt securities, and, unlike ordinary debt securities, the securities do not pay interest or
guarantee any return of principal at maturity. Investing in the securities is not equivalent to investing in Cisco Systems Stock. This section describes the most
significant risks relating to the securities. For a further discussion of risk factors, please see the accompanying prospectus supplement and prospectus.

The securities do not pay interest or The terms of the securities differ from those of ordinary debt securities in that we will not pay you interest on the
guarantee the return of any of your securities and do not guarantee the return of any of the stated principal amount of the securities at maturity. At
principal
maturity, you will receive for each $1,000 stated principal amount of securities that you hold an amount in cash
based upon the final share price. If the final share price is less than the initial share price but greater than or equal
to the downside threshold level, you will receive only the principal amount of $1,000 per security. However, if the
final share price is less than the downside threshold level, you will receive an amount in cash that is significantly
less than the $1,000 stated principal amount of each security by an amount proportionate to the full decline in the
value of Cisco Systems Stock, and you will lose a significant portion or all of your investment. There is no minimum
payment at maturity on the securities, and, accordingly, you could lose your entire initial investment in the securities.
See "Hypothetical Payouts on the Securities at Maturity" on PS8.

The securities are subject to our
You are dependent on our ability to pay all amounts due on the securities at maturity and therefore you are subject to
credit risk, and any actual or
our credit risk. If we default on our obligations under the securities, your investment would be at risk and you could
anticipated changes to our credit
lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected
ratings or credit spreads may
by changes in the market's view of our creditworthiness. Any actual or anticipated decline in our credit ratings or
adversely affect the market value of increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market
the securities
value of the securities.

As a finance subsidiary, MSFL has As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its
no independent operations and will securities and will have no independent assets available for distributions to holders of MSFL securities if they make
have no independent assets
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 market price of the securities
Several factors, many of which are beyond our control, will influence the value of the securities in the secondary
may be influenced by many
market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary
unpredictable factors
market. We expect that, generally, the trading price of Cisco Systems Stock on any day (including in relation
to the downside threshold level) will affect the value of the securities more than any other single factor. Other
factors that may influence the value of the securities include:

· the volatility (frequency and magnitude of changes in price) of Cisco

PS-8

Systems Stock;

· geopolitical conditions and economic, financial, political, regulatory or judicial events that affect Cisco
Systems Stock or stock markets generally and which may affect Cisco Systems, Inc. and the price of Cisco
Systems Stock;

· interest and yield rates in the market;

· the dividend rate on Cisco Systems Stock, if any;

· the time remaining until the securities mature;

· the occurrence of certain events affecting Cisco Systems Stock that may or may not require an adjustment to
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the adjustment factor; and

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

Some or all of these factors will influence the price that 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 principal amount if the closing
price of Cisco Systems Stock is at or below the initial share price.

You cannot predict the future performance of Cisco Systems Stock based on its historical performance. The price of
Cisco Systems Stock may decrease below the downside threshold level so that you will receive at maturity an
amount that is significantly less than the stated principal amount of the securities by an amount that is proportionate
to the full decrease in the price of Cisco Systems Stock over the term of the securities.

The amount payable on the
The final share price will be based on the closing price of Cisco Systems Stock on the valuation date, subject to
securities is not linked to the price
postponement for non-trading days and certain market disruption events. Even if the price of Cisco Systems Stock
of Cisco Systems Stock at any time
appreciates prior to the valuation date but then drops by the valuation date, the payment at maturity may be
other than the valuation date
significantly less than it would have been had the payment at maturity been linked to the price of Cisco Systems
Stock prior to such drop. Although the actual price of Cisco Systems Stock on the stated maturity date or at other
times during the term of the securities may be higher than the final share price, the payment at maturity will be based
solely on the closing price of Cisco Systems Stock on the valuation date.

The securities will not be listed on
The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market
any securities exchange and
for the securities. MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to
secondary trading may be limited
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,

PS-9

you should be willing to hold your securities to maturity.

The rate we are willing to pay for
Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including
securities of this type, maturity and MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly
issuance size is likely to be lower
lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and
than the rate implied by our
hedging-related costs that are included in the original issue price and borne by you and because the secondary market
secondary market credit spreads
prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a
and advantageous to us. Both the
secondary market transaction of this type as well as other factors.
lower rate and the inclusion of costs
associated with issuing, selling,
The inclusion of the costs of issuing, selling, structuring and hedging the securities in the original issue price and the
structuring and hedging the
lower rate we are willing to pay as issuer make the economic terms of the securities less favorable to you than they
securities in the original issue price otherwise would be.
reduce the economic terms of the

securities, cause the estimated value However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully
of the securities to be less than the
deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may
original issue price and will
buy or sell the securities in the secondary market, absent changes in market conditions, including those related to
adversely affect secondary market
Cisco Systems Stock, and to our secondary market credit spreads, it would do so based on values higher than the
prices
estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

The estimated value of the securities These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and
is determined by reference to our
certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-
pricing and valuation models, which standard way to value these types of securities, our models may yield a higher estimated value of the securities than
may differ from those of other
those generated by others, including other dealers in the market, if they attempted to value the securities. In addition,
dealers and is not a maximum or
the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including
minimum secondary market price
MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The
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value of your securities at any time after the date of this pricing supplement will vary based on many factors that
cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also "The
market price of the securities may be influenced by many unpredictable factors" above.

Morgan Stanley is not affiliated
Cisco Systems, Inc. is not an affiliate of ours and is not involved with this offering in any way. Consequently, we
with Cisco Systems, Inc.
have no ability to control the actions of Cisco Systems, Inc., including any corporate actions of the type that would
require the calculation agent to adjust the payout to you at maturity. Cisco Systems, Inc. has no obligation to
consider your interests as an investor in the securities in taking any corporate actions that might affect the value of
your securities. None of the money you pay for the securities will go to Cisco Systems, Inc.

We may engage in business with or We or our affiliates may presently or from time to time engage in business with Cisco Systems, Inc. without regard
involving Cisco Systems, Inc.
to your interests, including extending loans to, or making equity investments in, Cisco Systems, Inc. or its affiliates
without regard to your interests
or subsidiaries or providing advisory services to Cisco Systems, Inc., such as merger and acquisition advisory
services. In the course of our business, we or our affiliates may acquire non-public information about Cisco
Systems, Inc. Neither we nor any of our affiliates undertakes to disclose any such information to you. In addition,
we or our affiliates from time to time have published and in the future may publish research

PS-10

reports with respect to Cisco Systems Stock. These research reports may or may not recommend that investors buy
or hold Cisco Systems Stock.

You have no shareholder rights
Investing in the securities is not equivalent to investing in Cisco Systems Stock. As an investor in the securities, you
will not have voting rights or the right to receive dividends or other distributions or any other rights with respect to
Cisco Systems Stock. As a result, any return on the securities will not reflect the return you would realize if you
actually owned shares of the Cisco Systems Stock and received the dividends paid or distributions made on them.

The antidilution adjustments the
MS & Co., as calculation agent, will adjust the adjustment factor for certain corporate events affecting Cisco
calculation agent is required to
Systems Stock, such as stock splits, stock dividends and extraordinary dividends, and for certain other corporate
make do not cover every corporate actions involving Cisco Systems Stock. However, the calculation agent will not make an adjustment for every
event that could affect Cisco
corporate event or every distribution that could affect Cisco Systems Stock. In addition, no adjustments will be made
Systems Stock
for regular cash dividends, which are expected to reduce the price of Cisco Systems Stock by the amount of such
dividends. If an event occurs that does not require the calculation agent to adjust the adjustment factor, such as a
regular cash dividend, the market price of the securities and your return on the securities may be materially and
adversely affected. The determination by the calculation agent to adjust, or not to adjust, an adjustment factor may
materially and adversely affect the market price of the securities. For example, if the record date for a regular cash
dividend were to occur on or shortly before the valuation date, this may decrease the final share price to be less than
the downside threshold level (resulting in a loss of a significant portion of all of your investment in the securities),
materially and adversely affecting your return.

The calculation agent, which is a
As calculation agent, MS & Co. has determined the initial share price and the downside threshold level, will
subsidiary of Morgan Stanley and
determine the final share price and whether a market disruption event has occurred or any antidilution adjustment
an affiliate of MSFL, will make
will be made and will calculate the amount of cash you will receive at maturity, if any. Moreover, certain
determinations with respect to the
determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and
securities
make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events
and the calculation of the final share price (and of any antidilution adjustments). These potentially subjective
determinations may adversely affect the payout to you at maturity, if any. For further information regarding these
types of determinations, see "Final Terms--Closing Price," "--Final Share Price," "--Valuation Date," "--Trading
Day," "--Calculation Agent," "--Market Disruption Event," "--Antidilution Adjustments" and "--Alternate
Exchange Calculation in Case of an Event of Default." In addition, MS & Co. has determined the estimated value of
the securities on the pricing date.

Hedging and trading activity by our One or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging
affiliates could potentially adversely activities related to the securities (and to other instruments linked to Cisco Systems Stock), including trading in
affect the value of the securities
Cisco Systems Stock and in options contracts on Cisco Systems Stock, as well as in other instruments related to
Cisco Systems Stock. As a result, these entities may be unwinding or adjusting hedge positions during the term of the
securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the
valuation date approaches. Some of our affiliates also trade Cisco Systems Stock and other financial instruments
related to Cisco Systems Stock 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 November 14, 2019 could have increased the initial share price, and,
therefore, could have increased the downside
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PS-11

threshold level, which is the price at or above which Cisco Systems Stock must close on the valuation date so that
investors do not suffer a substantial 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 closing
price of Cisco Systems Stock on the valuation date, and, accordingly, the amount of cash you will receive at
maturity, if any.

The U.S. federal income tax
Please note that the discussions in this pricing supplement concerning the U.S. federal income tax consequences of
consequences of an investment in
an investment in the securities supersede the discussions contained in the accompanying prospectus supplement.
the securities are uncertain

Subject to the discussion under "United States Federal Taxation" in this pricing supplement, although there is
uncertainty regarding the U.S. federal income tax consequences of an investment in the securities due to the lack of
governing authority, in the opinion of our counsel, Davis Polk & Wardwell LLP ("our counsel"), under current law,
and based on current market conditions, each security should be treated as a single financial contract that is an "open
transaction" for U.S. federal income tax purposes.

If the Internal Revenue Service (the "IRS") were successful in asserting an alternative treatment for the securities,
the timing and character of income on the securities might differ significantly from the tax treatment described
herein. For example, under one possible treatment, the IRS could seek to recharacterize the securities as debt
instruments. In that event, U.S. Holders (as defined below) 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. 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 this pricing supplement.

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. Holders (as
defined below) 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 read carefully the discussion under "United States Federal Taxation"
in this pricing supplement and consult their tax advisers regarding all aspects of the U.S. federal tax
consequences of an

PS-12

investment in the securities as well as any tax consequences arising under the laws of any state, local or non-
U.S. taxing jurisdiction.

PS-13
FINAL TERMS

Terms used but not defined herein have the meanings given to such terms in the accompanying prospectus supplement. The term "Security" refers to each
$1,000 Stated Principal Amount of the Trigger Jump Securities due November 10, 2023, Based on the Performance of the Common Stock of Cisco Systems,
Inc. ("Cisco Systems Stock").

Aggregate Principal Amount

$2,000,000

Pricing Date

November 15, 2019
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Document Outline

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