Obligation Morgan Stanley Financial 0% ( US61770C7231 ) en USD

Morgan Stanley Financial

100 % ▲

Etas-Unis

US61770C7231 ( en USD )

29/11/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770C7231 en USD 0%, échue

1 000 USD

11 928 000 USD

61770C723

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 Morgan Stanley Finance (US61770C7231, CUSIP 61770C723), émise aux États-Unis pour un montant total de 11 928 000 USD, avec un prix actuel au marché de 100%, un taux d'intérêt de 0%, une taille minimale d'achat de 1 000 USD, une maturité au 29/11/2024, une fréquence de paiement semestrielle, et une notation Moody's NR, est arrivée à maturité et a été remboursée.

424B2 1 dp116755_424b2-ps2811.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Trigger Absolute Return Step Securities due
$11,928,350

$1,548.30
2024

Pricing Supplement No. 2,811
Registration Statement Nos. 333-221595; 333-221595-01
Dated November 26, 2019
Filed Pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC $11,928,350 Trigger Absolute Return Step Securities
Linked to a Basket of International Indices due November 29, 2024
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Principal at Risk Securities
I nve st m e nt De sc ript ion
These Trigger Absolute Return Step Securities (the "Securities") are unsecured and unsubordinated debt securities issued by
Morgan Stanley Finance LLC ("MSFL"), fully and unconditionally guaranteed by Morgan Stanley, with returns linked to the
performance of a weighted basket of international indices (the "Basket"), consisting of the EURO STOXX 50® Index, the FTSE®
100 Index, the Nikkei 225 Index, the Swiss Market Index, the S&P/ASX 200 Index and the Hang Seng Index, each of which we
refer to as an "Underlier" and together as the "Underliers." If the Basket Return is greater than or equal to the Step Barrier, MSFL
will pay the Principal Amount at maturity plus a return equal to the greater of (i) the Step Return of 42.20% and (ii) the Basket
Return. If the Final Basket Level is less than the Step Barrier but greater than or equal to the Downside Threshold, MSFL will pay
the full Principal Amount at maturity and pay a return equal to the absolute value of the Basket Return (the "Contingent Absolute
Return"). However, if the Final Basket Level is less than the Downside Threshold, MSFL will pay significantly less than the full
Principal Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Basket Return. These
long-dated Securities are for investors who seek an equity basket-based return and who are willing to risk a loss on their principal
and forgo current income in exchange for the Step Return and the Contingent Absolute Return features and the contingent
repayment of principal, which applies only if the Final Basket Level is not less than the Downside Threshold, each as applicable at
maturity. I nve st ing in t he Se c urit ie s involve s signific a nt risk s. Y ou w ill not re c e ive int e re st or divide nd
pa ym e nt s during t he t e rm of t he Se c urit ie s. Y ou m a y lose a signific a nt port ion or a ll of your Princ ipa l
Am ount . T he Cont inge nt Absolut e Re t urn, a ny c ont inge nt re pa ym e nt of princ ipa l a nd t he St e p Re t urn a pply
only if you hold t he Se c urit ie s t o m a t urit y.
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.
Fe a t ure s
K e y Da t e s
Enhanced Grow th Potential w ith a Step Return Feature: If
Trade Date
November 26, 2019
the Final Basket Level is greater than or equal to the Step Barrier,
Settlement Date
November 29, 2019
MSFL will pay the Principal Amount at maturity plus pay a return equal
Final Valuation Date*
November 25, 2024
to the greater of (i) the Step Return of 42.20% and (ii) the Basket
Maturity Date*
November 29, 2024
Return. If the Final Basket Level is less than the Downside Threshold,
* Subject to postponement in the event of a
investors will be exposed to the negative Basket Return at maturity.
Market Disruption Event or for non-Index
Contingent Absolute Return at Maturity: If the Final Basket
Business Days. See "Postponement of Final
Level is less than the Step Barrier and the Final Basket Level is not
Valuation Date and Maturity Date" under
less than the Downside Threshold, MSFL will pay the Principal Amount
"Additional Terms of the Securities."
at maturity and pay the Contingent Absolute Return. However, if the
Final Basket Level is less than the Downside Threshold, MSFL will pay
significantly less than the full Principal Amount, if anything, resulting in a
loss of principal that is proportionate to the negative Basket Return. The
Contingent Absolute Return and any contingent repayment of principal
apply only if you hold the Securities to maturity. Any payment on the
Securities, including any repayment of principal, is subject to our
creditworthiness.

T H E SECU RI T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT I N ST RU M EN T S. T H E T ERM S
OF T H E SECU RI T I ES M AY N OT OBLI GAT E U S T O REPAY T H E FU LL PRI N CI PAL AM OU N T OF T H E
SECU RI T I ES. T H E SECU RI T I ES CAN H AV E DOWN SI DE M ARK ET RI SK SI M I LAR T O T H E U N DERLI ERS, WH I CH
CAN RESU LT I N A LOSS OF A SI GN I FI CAN T PORT I ON OR ALL OF Y OU R I N V EST M EN T AT M AT U RI T Y . T H I S
M ARK ET RI SK I S I N ADDI T I ON T O T H E CREDI T RI SK I N H EREN T I N PU RCH ASI N G OU R DEBT OBLI GAT I ON S.
https://www.sec.gov/Archives/edgar/data/895421/000095010319016283/dp116755_424b2-ps2811.htm[11/29/2019 11:33:40 AM]

Y OU SH OU LD N OT PU RCH ASE T H E SECU RI T I ES I F Y OU DO N OT U N DERST AN D OR ARE N OT
COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S I N V OLV ED I N I N V EST I N G I N T H E SECU RI T I ES. T H E
SECU RI T I ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES EX CH AN GE.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER ``K EY RI SK S'' BEGI N N I N G ON PAGE 6
OF T H I S PRI CI N G SU PPLEM EN T I N CON N ECT I ON WI T H Y OU R PU RCH ASE OF T H E SECU RI T I ES. EV EN T S
RELAT I N G T O AN Y OF T H OSE RI SK S, OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT
T H E M ARK ET V ALU E OF, AN D T H E RET U RN ON , Y OU R SECU RI T I ES.
Se c urit y Offe ring
We are offering Trigger Absolute Return Step Securities linked to a Basket of International Indices. The Securities are not subject
to a predetermined maximum gain and, accordingly, any return at maturity will be determined by the performance of the Basket.
The Securities are offered at a minimum investment of 100 Securities at the Price to Public listed below.
I nit ia l
Ba sk e t
I nit ia l
St e p
St e p
Ba sk e t Dow nside
Ba sk e t
We ight ing
Le ve l
Re t urn Ba rrie r
Le ve l T hre shold
CU SI P
I SI N
EURO STOXX 50® Index
40%
3,705.55
(Bloomberg ticker: SX5E)
FTSE® 100 Index (Bloomberg ticker:
20%
7,403.14
100,
UKX)
75, which is
which is
Nikkei 225 Index (Bloomberg ticker:
75% of the
20%
23,373.32
100% of
NKY)
42.20%
100
Initial
61770C723 US61770C7231
the Initial
Swiss Market Index (Bloomberg
Basket
7.5%
10,506.93
Basket
ticker: SMI)
Level
Level
S&P/ASX 200 Index (Bloomberg
7.5%
6,787.530
ticker: AS51)
Hang Seng Index (Bloomberg ticker:
5%
26,913.92
HSI)
Se e "Addit iona l I nform a t ion a bout M orga n St a nle y, M SFL a nd t he Se c urit ie s" on pa ge 2 . T he Se c urit ie s w ill
ha ve t he t e rm s se t fort h in t he a c c om pa nying prospe c t us, prospe c t us supple m e nt a nd inde x supple m e nt
a nd t his pric ing supple m e nt .
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities
or passed upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus supplement, index
supplement and prospectus. Any representation to the contrary is a criminal offense. 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.
Estimated value on the Trade Date
$9.396 per Security. See "Additional Information about Morgan Stanley, MSFL and
the Securities" on page 2.
U nde rw rit ing

Pric e t o Public
Disc ount (1)
Proc e e ds t o U s(2)
Per Security
$10.00
$0.35
$9.65
Total
$11,928,350
$417,492.25
$11,510,857.75
(1) UBS Financial Services Inc., acting as dealer, will receive from Morgan Stanley & Co. LLC, the agent, a fixed sales
commission of $0.35 for each Security it sells. For more information, please see "Supplemental Plan of Distribution; Conflicts of
Interest" on page 33 of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 32.
The agent for this offering, Morgan Stanley & Co. LLC, is our affiliate and a wholly owned subsidiary or Morgan Stanley. See
"Supplemental Plan of Distribution; Conflicts of Interest" on page 33 of this pricing supplement.
Morgan Stanley
UBS Financial Services Inc.

Addit iona l I nform a t ion a bout M orga n St a nle y, M SFL a nd t he Se c urit ie s
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by a prospectus
supplement and an index supplement) with the SEC for the offering to which this communication relates. In connection with your
investment, you should read the prospectus in that registration statement, the prospectus supplement, the index supplement and
any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information
about Morgan Stanley, MSFL and this offering. You may get these documents for free by visiting EDGAR on the SEC website
at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in this offering will arrange to
send you the prospectus, the prospectus supplement and the index supplement if you so request by calling toll-free 1-(800)-584-
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6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website at.www.sec.gov
as follows:

Prospectus supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011241/dp82788_424b2-seriesa.htm

Index supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011283/dp82797_424b2-indexsupp.htm

Prospectus dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011237/dp82798_424b2-base.htm

References to "MSFL" refer to only MSFL, references to "Morgan Stanley" refer to only Morgan Stanley and references to "we,"
"our" and "us" refer to MSFL and Morgan Stanley collectively. In this document, the "Securities" refers to the Trigger Absolute
Return Step Securities that are offered hereby. Also, references to the accompanying "prospectus," "prospectus supplement" and
"index supplement" mean the prospectus filed by MSFL and Morgan Stanley dated November 16, 2017, the prospectus supplement
filed by MSFL and Morgan Stanley dated November 16, 2017 and the index supplement filed by MSFL and Morgan Stanley dated
November 16, 2017, respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying
prospectus supplement, index supplement and prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume
that the information in this pricing supplement or the accompanying prospectus supplement, index supplement and prospectus is
accurate as of any date other than the date on the front of this document.

The Issue Price of each Security is $10. 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 Trade Date is less than $10.
We estimate that the value of each Security on the Trade Date is $9.396.

What goes into the estimated value on the Trade Date?

In valuing the Securities on the Trade Date, we take into account that the Securities comprise both a debt component and a
performance-based component linked to the Underliers. The estimated value of the Securities is determined using our own pricing
and valuation models, market inputs and assumptions relating to the Underliers, instruments based on the Underliers, 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 Step Return, the Step Barrier and the Downside Threshold, 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 Trade 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 Underliers, may vary from, and be lower than, the estimated value on the Trade 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 12 months following the
Settlement 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 Underliers, 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. currently intends, 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.

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2

I nve st or Suit a bilit y
T he Se c urit ie s m a y be suit a ble for you if:
T he Se c urit ie s m a y not be suit a ble for you if:

¨ You fully understand the risks inherent in an investment in the ¨ You do not fully understand the risks inherent in an
Securities, including the risk of loss of your entire initial
investment in the Securities, including the risk of loss of
investment.
your entire initial investment.

¨ You can tolerate a loss of all or a substantial portion of your
¨ You cannot tolerate a loss of all or a substantial portion of
Principal Amount and are willing to make an investment that
your Principal Amount, and you are not willing to make an
may have the same downside market risk as a weighted
investment that may have the same downside market risk as
investment in the Underliers included in the Basket.
a weighted investment in the Underliers included in the

Basket.
¨ You are willing to hold the Securities to maturity, as set forth

on the cover of this pricing supplement, and accept that
¨ You require an investment designed to provide a full return of
there may be little or no secondary market for the Securities.
principal at maturity.

¨ You understand and accept the risks associated with the
¨ You are unable or unwilling to hold the Securities to maturity,
Underliers.
as set forth on the cover of this pricing supplement, or you

seek an investment for which there will be an active
¨ You believe the Basket will appreciate over the term of the
secondary market.
Securities and you are willing to invest in the Securities

based on the Step Return of 42.20%.
¨ You do not understand and accept the risks associated with

the Underliers.
¨ You understand and accept that your potential positive return

from the Contingent Absolute Return feature is limited by the ¨ You believe that the level of the Basket will decline during the
Downside Threshold.
term of the Securities and is likely to close below the

Downside Threshold on the Final Valuation Date.
¨ You can tolerate fluctuations of the price of the Securities

prior to maturity that may be similar to or exceed the
¨ You are unwilling to invest in the Securities based on the
downside fluctuations in the level of the Basket.
Step Return of 42.20%.

¨ You do not seek current income from your investment and are ¨ You do not understand and accept that your potential positive
willing to forgo dividends paid on the stocks included in the
return from the Contingent Absolute Return feature is limited
Underliers.
by the Downside Threshold.

¨ You are willing to assume our credit risk, and understand that
¨ You prefer the lower risk, and therefore accept the potentially
if we default on our obligations you may not receive any
lower returns, of conventional debt securities with
amounts due to you including any repayment of principal.
comparable maturities issued by us or another issuer with a

similar credit rating.

¨ You seek current income from your investment or prefer to
receive the dividends paid on the stocks included in the
Underliers.

¨ You are not willing or are unable to assume the credit risk
associated with us, for any payment on the Securities,
including any repayment of principal.

T he inve st or suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he Se c urit ie s
a re a suit a ble inve st m e nt for you w ill de pe nd on your individua l c irc um st a nc e s, a nd you should re a c h a n
inve st m e nt de c ision only a ft e r you a nd your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvisors ha ve
c a re fully c onside re d t he suit a bilit y of a n inve st m e nt in t he Se c urit ie s in light of your pa rt ic ula r
c irc um st a nc e s. Y ou should a lso re vie w "K e y Risk s" on pa ge 6 of t his pric ing supple m e nt a nd "Risk Fa c t ors"
be ginning on pa ge 7 of t he a c c om pa nying prospe c t us for risk s re la t e d t o a n inve st m e nt in t he Se c urit ie s.
For a ddit iona l inform a t ion a bout t he U nde rlie rs, se e t he inform a t ion se t fort h unde r "T he EU RO ST OX X 5 0 ®
®
https://www.sec.gov/Archives/edgar/data/895421/000095010319016283/dp116755_424b2-ps2811.htm[11/29/2019 11:33:40 AM]

I nde x ," "T he FT SE 1 0 0 I nde x ," "T he N ik k e i 2 2 5 I nde x ," "T he Sw iss M a rk e t I nde x ," "T he S& P/ASX 2 0 0
I nde x " a nd "T he H a ng Se ng I nde x " on pa ge s 1 6 , 1 8 , 2 0 , 2 2 , 2 4 a nd 2 6 , re spe c t ive ly.

3

Fina l T e rm s
I nve st m e nt T im e line
Issuer
Morgan Stanley Finance LLC
The Initial Levels are observed, the Initial
Guarantor
Morgan Stanley
T ra de Da t e
Basket Level is set to 100 and the Step
Issue Price (per $10.00 per Security
Return is set.
Security)

Principal
$10.00 per Security
Amount
Term
5 years
Basket
The Securities are linked to a weighted basket
of indices, each of which we refer to as an
"Underlier," as follows:

EURO STOXX 50® Index 40%
The Final Basket Level and Basket Return

FTSE® 100 Index
20%
are determined on the Final Valuation

Nikkei 225 Index
20%
Date.

Swiss Market Index
7.5%

S&P/ASX 200 Index
7.5%
I f t he Fina l Ba sk e t Le ve l is gre a t e r

Hang Seng Index
5%
t ha n or e qua l t o t he St e p Ba rrie r ,
Downside
75, which is 75% of the Initial Basket Level.
MSFL will pay you a cash payment per
Threshold
Security equal to:
Payment at
I f t he Fina l Ba sk e t Le ve l is gre a t e r

Maturity (per
t ha n or e qua l t o t he St e p Ba rrie r ,
$10 + [$10 × (the greater of (i) the Step
Security)
MSFL will pay you an amount calculated as
Return and (ii) the Basket Return)]
follows:

$10 + [$10 × (the greater of (i) the Step
I f t he Fina l Ba sk e t Le ve l is le ss
Return and (ii) the Basket Return)]
t ha n t he St e p Ba rrie r a nd gre a t e r
I f t he Fina l Ba sk e t Le ve l is le ss t ha n
t ha n or e qua l t o t he Dow nside
t he St e p Ba rrie r a nd t he Fina l
T hre shold on t he Fina l V a lua t ion
Ba sk e t Le ve l is gre a t e r t ha n or e qua l
M a t urit y Da t e
Da t e , MSFL will pay you a cash payment
t o t he Dow nside T hre shold, MSFL will

per Security equal to:
pay you a cash payment of:

$10 + ($10 x Contingent Absolute
$10 + (10 x Contingent Absolute Return)
Return)

I f t he Fina l Ba sk e t Le ve l is le ss t ha n
I f t he Fina l Ba sk e t Le ve l is le ss
t he Dow nside T hre shold, MSFL will pay
t ha n t he Dow nside T hre shold on
you an amount calculated as follows:
t he Fina l V a lua t ion Da t e , MSFL will
$10 + ($10 × Basket Return)
pay you a cash payment at maturity equal
I n t his c a se , t he Cont inge nt
to:
Absolut e Re t urn w ill not a pply, a nd

you w ill lose a signific a nt port ion or
$10 + ($10 × Basket Return)
a ll of your Princ ipa l Am ount in a n

a m ount proport iona t e t o t he
U nde r t he se c irc um st a nc e s, t he
ne ga t ive Ba sk e t Re t urn.
Cont inge nt Absolut e Re t urn w ill
Basket Return
Final Basket Level Initial Basket Level
not a pply, a nd you w ill lose a

Initial Basket Level
signific a nt port ion, a nd c ould lose
Step Return
42.20%
a ll, of your Princ ipa l Am ount .
Contingent
The absolute value of the Basket Return. For
Absolute
example, if the Basket Return is -5.00%, the
Return
Contingent Absolute Return will be 5.00%.
Initial Basket
100
Level
Final Basket
On the Final Valuation Date, the Final
Level
Basket Level is calculated as:
100 × [1 + (SX5E Return × 40%) +
https://www.sec.gov/Archives/edgar/data/895421/000095010319016283/dp116755_424b2-ps2811.htm[11/29/2019 11:33:40 AM]

(UKX Return × 20%) + (NKY Return × 20%)
+ (SMI Return × 7.5%) + (AS51 Return ×
7.5%) + (HSI Return × 5%)]
Each of the returns set forth in the formula
above refers to the return of the relevant
Underlier, which represents the percentage
change from the Initial Level for that
Underlier to the Final Level for that
Underlier.
Step Barrier
100, which is 100% of the Initial Basket Level
Initial Level
With respect to each Underlier, as set forth on
the cover of this pricing supplement.
Final Level
With respect to each Underlier, the Closing
Level of such Underlier on the Final Valuation
Date.
Trade Date
November 26, 2019
Settlement
November 29, 2019
Date
Final Valuation
November 25, 2024
Date*
Maturity Date*
November 29, 2024
CUSIP / ISIN
61770C723 / US61770C7231
Calculation
Morgan Stanley & Co. LLC
Agent
*Subject to postponement in the event of a Market Disruption
Event or for non-Index Business Days. See "Postponement of
Final Valuation Date and Maturity Date" under "Additional
Terms of the Securities."
4

I N V EST I N G I N T H E SECU RI T I ES I N V OLV ES SI GN I FI CAN T RI SK S. Y OU M AY LOSE Y OU R EN T I RE PRI N CI PAL
AM OU N T . AN Y PAY M EN T ON T H E SECU RI T I ES I S SU BJ ECT T O OU R CREDI T WORT H I N ESS. I F WE WERE T O
DEFAU LT ON OU R PAY M EN T OBLI GAT I ON S, Y OU M AY N OT RECEI V E AN Y AM OU N T S OWED T O Y OU U N DER
T H E SECU RI T I ES AN D Y OU COU LD LOSE Y OU R EN T I RE I N V EST M EN T .

5

K e y Risk s
An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized here, but
we urge you to also read the "Risk Factors" section of the accompanying prospectus. You should also consult your investment,
legal, tax, accounting and other advisers in connection with your investment in the Securities.

¨
T he Se c urit ie s do not gua ra nt e e a ny re t urn of princ ipa l The terms of the Securities differ from those of ordinary
debt securities in that MSFL is not necessarily obligated to repay any of the Principal Amount at maturity. If the Final Basket
Level is less than the Downside Threshold (which is 75% of the Initial Basket Level), the Contingent Absolute Return will not
apply, you will be exposed to the full negative Basket Return and the payout owed at maturity by MSFL will be an amount in
cash that is at least 25% less than the $10 Principal Amount of each Security, resulting in a loss proportionate to the
decrease in the value of the Basket from the Initial Basket Level to the Final Basket Level. There is no minimum payment at
maturity on the Securities, and, accordingly, you could lose all of your Principal Amount in the Securities

¨
Y ou m a y inc ur a loss on your inve st m e nt if you se ll your Se c urit ie s prior t o m a t urit y The Downside
Threshold is observed on the Final Valuation Date, the Contingent Absolute Return and any contingent repayment of principal
apply only at maturity. If you are able to sell your Securities in the secondary market prior to maturity, you may have to sell
them at a loss relative to your initial investment even if the level of the Basket would be above the Downside Threshold at that
time.

¨
T he St e p Re t urn a pplie s only if you hold t he Se c urit ie s t o m a t urit y  You should be willing to hold your
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Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, the price you receive will
likely not reflect the full economic value of the Step Return or the Securities themselves, and the return you realize may be
less than the Basket Return even if such return is positive. You can receive the full benefit of the Step Return from MSFL only
if you hold your Securities to maturity.

¨
T he pot e nt ia l for a posit ive re t urn if t he U nde rlying de pre c ia t e s is lim it e d  Any positive return on the
Securities if the Underlying depreciates will be limited by the Downside Threshold, because the Contingent Absolute Return
feature will apply only if the Final Basket Level is greater than or equal to the Downside Threshold. If the Final Basket Level
is less than the Downside Threshold, you will not receive a Contingent Absolute Return and will instead lose a substantial
portion or all of your investment

¨
T he Se c urit ie s a re subje c t t o our c re dit risk , a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o our c re dit ra t ings
or our 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, if any, 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 our credit spreads charged by the market
for taking our credit risk is likely to adversely affect the market value of the Securities.

¨
As a fina nc e subsidia ry, M SFL ha s no inde pe nde nt ope ra t ions a nd w ill ha ve no inde pe nde nt a sse t s As
a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will
have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such
securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those
available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

¨
T he Se c urit ie s do not pa y int e re st MSFL will not pay any interest with respect to the Securities over the term of the
Securities.

¨
T he m a rk e t pric e of t he Se c urit ie s m a y be influe nc e d by m a ny unpre dic t a ble fa c t ors 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 (if at all), including:

o
the value of the Underliers at any time,

o
the volatility (frequency and magnitude of changes in value) of each of the Underliers,

o
dividend rates on the securities included in the Underliers,

o
interest and yield rates in the market,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Underliers or
stock markets generally and which may affect the Final Levels,

o
the time remaining until the Securities mature, and

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

6

Some or all of these factors will influence the terms of the Securities at the time of issuance and the price that you will receive
if you are able to sell your Securities prior to maturity, as the Securities are comprised of both a debt component and a
performance-based component linked to the Underliers, and these are the types of factors that also generally affect the values
of debt securities and derivatives linked to the Underliers. Generally, the longer the time remaining to maturity, the more the
market price of the Securities will be affected by the other factors described above. For example, you may have to sell your
Securities at a substantial discount from the principal amount of $10 per Security if the values of the Underliers at the time of
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sale are at, below or moderately above their Initial Levels, and especially if the level of the Basket would be near or below the
Downside Threshold, or if market interest rates rise. You cannot predict the future performance of the Underliers based on their
historical performance.

The probability that the Final Basket Level w ill be less than the Dow nside Threshold w ill depend on the
vola t ilit y of t he Ba sk e t "Volatility" refers to the frequency and magnitude of changes in the level of the Basket. Higher
expected volatility with respect to the Basket as of the Trade Date generally indicates a greater chance as of that date that the
Final Basket Level will be less than the Downside Threshold, which would result in a loss of a significant portion or all of your
investment at maturity. However, the Basket's volatility can change significantly over the term of the Securities. The level of the
Basket could fall sharply, resulting in a significant loss of principal. You should be willing to accept the downside market risk of
the Basket and the potential loss of a significant portion or all of your investment at maturity.

Changes in the values of one or more of the Underliers may offset changes in the values of the others,
a nd m ove m e nt s in t he va lue s of t he U nde rlie rs m a y not c orre la t e w it h e a c h ot he r At a time when the
values of one or more Underliers increase, the values of the other Underliers may not increase as much, or may even decline.
Therefore, in calculating the Basket Return, increases in the values of one or more Underliers may be moderated, or wholly
offset, by lesser increases or declines in the values of the other Underliers. This will be further impacted by the different
weightings of the Underliers in the Basket. Changes in the more heavily weighted Underliers will have a greater impact on the
value of the Securities than changes in the lower weighted Underliers. If the Final Basket Level is less than the Downside
Threshold, you will receive at maturity an amount that is significantly less than the amount of your original investment in the
Securities, and which could be zero.

The amount payable on the Securities is not linked to the levels of the Underliers at any time other than
t he Fina l V a lua t ion Da t e The Final Basket Level will be based on the Closing Levels of the Underliers on the Final
Valuation Date, subject to postponement for non-Index Business Days and certain Market Disruption Events. Even if some or
all of the Underliers appreciate prior to the Final Valuation Date but then drop by the Final Valuation Date, the Payment at
Maturity may be significantly less than it would have been had the Payment at Maturity been linked to the levels of the
Underliers prior to such drop. Although the actual levels of the Underliers on the stated Maturity Date or at other times during
the term of the Securities may be higher than their Final Levels, the Payment at Maturity will be based solely on the Closing
Levels of the Underliers on the Final Valuation Date as compared to their Initial Levels.

The Securities are subject to risks associated w ith investments in securities linked to the value of
fore ign e quit y se c urit ie s  The Securities are linked to the value of foreign equity securities. Investments in securities
linked to the value of foreign equity securities involve risks associated with the securities markets in those countries, including
risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain
countries. Although the equity securities included in the Underliers are traded in foreign currencies, the value of your Securities
(as measured in U.S. dollars) will not be adjusted for any exchange rate fluctuations. Also, there is generally less publicly
available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the
United States Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial
reporting standards and requirements different from those applicable to U.S. reporting companies. The prices of securities
issued in foreign markets may be affected by political, economic, financial and social 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.

Investing in the Securities is not equivalent to investing in the Underliers or the stocks composing the
U nde rlie rs Investing in the Securities is not equivalent to investing in the Underliers or the stocks that constitute the
Underliers. 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 Underliers. Additionally, the Underliers are not "total return" indices, which,
in addition to reflecting the market prices of the stocks that constitute the Underliers, would also reflect dividends paid on such
stocks. The return on the Securities will not include such a total return feature.

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 I ssue 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 I ssue 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
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willing to purchase the Securities in secondary

7

market transactions will likely be significantly lower than the Issue Price, because secondary market prices will exclude the
issuing, selling, structuring and hedging-related costs that are included in the 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 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 12 months following the Settlement 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 Underliers, 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.

¨
T he e st im a t e d va lue of t he Se c urit ie s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls,
w hic h m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e
These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of securities, our models may yield a higher estimated value of the Securities than those generated by
others, including other dealers in the market, if they attempted to value the Securities. In addition, the estimated value on the
Trade Date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to
purchase your Securities in the secondary market (if any exists) at any time. The value of your Securities at any time after the
date of this pricing supplement will vary based on many factors that cannot be predicted with accuracy, including our
creditworthiness and changes in market conditions. See also "The market price of the Securities may be influenced by many
unpredictable factors" above.

¨
Adjust m e nt s t o a ny of t he U nde rlie rs c ould a dve rse ly a ffe c t t he va lue of t he Se c urit ie s  The Underlier
Publisher for each Underlier is responsible for calculating and maintaining such Underlier. The applicable Underlier Publisher
may add, delete or substitute the stocks constituting such Underlier or make other methodological changes required by certain
corporate events relating to the stocks constituting such Underlier, such as stock dividends, stock splits, spin-offs, rights
offerings and extraordinary dividends, that could change the value of the Underlier. The Underlier Publisher may discontinue or
suspend calculation or publication of any of the Underliers at any time. In these circumstances, the Calculation Agent will have
the sole discretion to substitute a Successor Underlier that is comparable to the discontinued Underlier, and is permitted to
consider indices that are calculated and published by the Calculation Agent or any of its affiliates. Any of these actions could
adversely affect the value of any of the Underliers and, consequently, the value of the Securities.

¨
T he Se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d The
Securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
Securities. MS & Co. currently intends, 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.

¨
H e dging a nd t ra ding a c t ivit y by our a ffilia t e s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he
Se c urit ie s  One or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging
activities related to the Securities, including trading in the constituent stocks of the Underliers, in futures or options contracts on
the Underliers or the constituent stocks of the Underliers, as well as in other instruments related to the Underliers. 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 Final Valuation Date approaches. MS & Co. and
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some of our other affiliates also trade the constituent stocks of the Underliers, in futures or options contracts on the constituent
stocks of the Underliers, as well as in other instruments related to the Underliers, 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 Trade Date could have
increased the Initial Levels of the Underliers, and, therefore, could have increased the levels at or above which the Underliers
must close on the Final Valuation Date so that investors do not suffer a significant loss on their initial investment in the
Securities. Additionally, such hedging or trading activities during the term of the Securities, including on the Final Valuation
Date, could adversely affect the Closing Levels of the Underliers on the Final Valuation Date, and, accordingly, the amount of
cash payable at maturity, if any.

¨
Pot e nt ia l c onflic t of int e re st  As Calculation Agent, MS & Co. has determined the Initial Levels, the Downside
Threshold and the Step Return, will determine the Final Basket Level, the Basket Return and whether any Market Disruption
Event has

8

occurred and will calculate the amount payable at maturity, if any. 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 Underlier or calculation of the
Final Basket Level in the event of a discontinuance of an Underlier or a Market Disruption Event. These potentially subjective
determinations may adversely affect the payout to you at maturity, if any. For further information regarding these types of
determinations, see "Additional Terms of the Securities--Postponement of Final Valuation Date and Maturity Date," "--
Discontinuance of an Underlier; Alteration of Method of Calculation" and "--Calculation Agent and Calculations" below. In
addition, MS & Co. has determined the estimated value of the Securities on the Trade Date.

¨
Pot e nt ia lly inc onsist e nt re se a rc h, opinions or re c om m e nda t ions by M orga n St a nle y, U BS or our or t he ir
re spe c t ive a ffilia t e s Morgan Stanley, UBS and our or their respective affiliates may publish research from time to time
on financial markets and other matters that may influence the value of the Securities, or express opinions or provide
recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations
expressed by Morgan Stanley, UBS or our or their respective affiliates may not be consistent with each other and may be
modified from time to time without notice. Investors should make their own independent investigation of the merits of investing
in the Securities and the Underliers to which the Securities are linked.

¨
U nc e rt a in T a x T re a t m e nt Please note that the discussions in this pricing supplement concerning the U.S. federal
income tax consequences of an investment in the Securities supersede the discussions contained in the accompanying
prospectus supplement.

Subject to the discussion under "What Are the Tax Consequences of the Securities" 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
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