Obligation Morgan Stanley Financial 8.8% ( US61770C7645 ) en USD

Morgan Stanley Financial

100 % ▲

Etas-Unis

US61770C7645 ( en USD )

8.8% par an ( paiement semestriel )

18/11/2022 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770C7645 en USD 8.8%, échue

1 000 USD

61770C764

N/A

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61770C7645, paye un coupon de 8.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/11/2022

424B2 1 dp116006_424b2-ps2827.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Contingent Income Auto-Callable Securities due 2022

$5,359,140

$695.62

N ove m be r 2 0 1 9
Pricing Supplement No. 2,827
Registration Statement Nos. 333-221595; 333-221595-01
Dated November 15, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due November 18, 2022, with 6-month Initial Non-Call
Period
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of M ic rosoft Corpora t ion
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
Contingent Income Auto-Callable Securities do not guarantee the payment of interest or the repayment of principal. Instead, the securities offer
the opportunity for investors to earn a contingent quarterly coupon at an annual rate of 8.80%, but only with respect to each determination date
on which the determination closing price of the underlying stock is greater than or equal to 80% of the initial share price, which we refer to as
the downside threshold price. In addition, if the determination closing price of the underlying stock is greater than or equal to the initial share
price on any determination date (beginning approximately six months after the original issue date), the securities will be automatically redeemed
for an amount per security equal to the stated principal amount and the contingent quarterly coupon. However, if the securities are not
automatically redeemed prior to maturity, the payment at maturity due on the securities will be as follows: (i) if the final share price is greater
than or equal to the downside threshold price, the stated principal amount and the contingent quarterly coupon with respect to the final
determination date, or (ii) if the final share price is less than the downside threshold price, investors will be exposed to the decline in the
underlying stock on a 1-to-1 basis and will receive a payment at maturity that is less than 80% of the principal amount of the securities and
could be zero. Moreover, if on any determination date the determination closing price of the underlying stock is less than the downside
threshold price, you will not receive any contingent quarterly coupon for that quarterly period. As a result, investors must be willing to accept the
risk of not receiving any contingent quarterly coupons and also the risk of receiving a payment at maturity that is significantly less than the
stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors c ould lose t he ir e nt ire init ia l inve st m e nt in t he
se c urit ie s. The securities are for investors who are willing to risk their principal and seek an opportunity to earn interest at a potentially
above-market rate in exchange for the risk of receiving few or no contingent quarterly coupons over the 3-year term of the securities. Investors
will not participate in any appreciation of the underlying stock. The securities are unsecured obligations of Morgan Stanley Finance LLC
("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The securities are issued as part of MSFL's Series A Global Medium-
Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of your
inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st in, or ot he rw ise
ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
U nde rlying st oc k :
Microsoft Corporation common stock
Aggre ga t e princ ipa l a m ount : $5,359,140
St a t e d princ ipa l a m ount :
$10 per security
I ssue pric e :
$10 per security
Pric ing da t e :
November 15, 2019
Origina l issue da t e :
November 20, 2019 (3 business days after the pricing date)
M a t urit y da t e :
November 18, 2022
Ea rly re de m pt ion:
The securities are not subject to early redemption until six months after the original issue date. Following
this six-month non-call period, if, on any determination date, beginning on May 15, 2020, the
determination closing price of the underlying stock is greater than or equal to the initial share price, the
securities will be automatically redeemed for an early redemption payment on the third business day
following the related determination date. No further payments will be made on the securities once they
have been redeemed.
Ea rly re de m pt ion pa ym e nt :
The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the
contingent quarterly coupon with respect to the related determination date.
De t e rm ina t ion c losing pric e : The closing price of the underlying stock on any determination date other than the final determination date
times the adjustment factor on such determination date.
Cont inge nt qua rt e rly
· If, on any determination date, the determination closing price or the final share price, as applicable, is
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c oupon:
greater than or equal to the downside threshold price, we will pay a contingent quarterly coupon at an
annual rate of 8.80% (corresponding to approximately $0.22 per quarter per security) on the related
contingent payment date.
· If, on any determination date, the determination closing price or the final share price, as applicable, is
less than the downside threshold price, no contingent quarterly coupon will be paid with respect to that
determination date.
De t e rm ina t ion da t e s:
February 18, 2020, May 15, 2020, August 17, 2020, November 16, 2020, February 16, 2021, May 17,
2021, August 16, 2021, November 15, 2021, February 15, 2022, May 16, 2022, August 15, 2022 and
November 15, 2022, subject to postponement for non-trading days and certain market disruption
events. We also refer to November 15, 2022 as the final determination date.
Cont inge nt pa ym e nt da t e s:
With respect to each determination date other than the final determination date, the third business day
after the related determination date. The payment of the contingent quarterly coupon, if any, with respect
to the final determination date will be made on the maturity date.
Pa ym e nt a t m a t urit y:
· If the final share price is greater than or
(i) the stated principal amount plus (ii) the contingent
e qua l t o the downside threshold price:
quarterly coupon with respect to the final
·
determination date
If the final share price is le ss t ha n the
(i) the stated principal amount multiplied by (ii) the
downside threshold price:
share performance factor
Sha re pe rform a nc e fa c t or:
Final share price divided by the initial share price
Adjust m e nt fa c t or:
1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
Dow nside t hre shold pric e :
$119.976, which is equal to 80% of the initial share price
I nit ia l sha re pric e :
$149.97, which is equal to the closing price of the underlying stock on the pricing date
Fina l sha re pric e :
The closing price of the underlying stock on the final determination date times the adjustment factor on
such date
CU SI P:
61770C764
I SI N :
US61770C7645
List ing:
The securities will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan
Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$9.732 per security. See "Investment Summary" beginning on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions a nd
Proc e e ds t o us(3)
pric e :
fe e s
Pe r se c urit y
$10
$0.20(1)

$0.05(2)
$9.75
T ot a l
$5,359,140
$133,978.50
$5,225,161.50
(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively
receive from the agent, MS & Co., a fixed sales commission of $0.20 for each security they sell. See "Supplemental information regarding
plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying
product supplement.
(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each security.
(3) See "Use of proceeds and hedging" on page 19.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e "Risk
Fa c t ors" be ginning on pa ge 7 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se
se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt a nd prospe c t us is t rut hful or
c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion
or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt a nd prospe c t us, e a c h of w hic h c a n be
a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of t he Se c urit ie s" a nd "Addit iona l I nform a t ion
About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL
c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for Aut o -Ca lla ble Se c urit ie s da t e d N ove m be r
Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7
1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 18, 2022, with 6-month Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of M ic rosoft Corpora t ion
Princ ipa l a t Risk Se c urit ie s
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Investment Summary

Cont inge nt I nc om e Aut o-Ca lla ble Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

The Contingent Income Auto-Callable Securities due November 18, 2022, with 6-month Initial Non-Call Period Based on the Performance of the
Common Stock of Microsoft Corporation, which we refer to as the securities, provide an opportunity for investors to earn a contingent quarterly
coupon at an annual rate of 8.80% with respect to each quarterly determination date on which the determination closing price or the final share
price, as applicable, is greater than or equal to 80% of the initial share price, which we refer to as the downside threshold price. It is possible
that the closing price of the underlying stock could remain below the downside threshold price for extended periods of time or even throughout
the term of the securities so that you may receive few or no contingent quarterly coupons. If the determination closing price is greater than or
equal to the initial share price on any determination date, beginning with the May 15, 2020 determination date, the securities will be
automatically redeemed for an early redemption payment equal to the stated principal amount plus the contingent quarterly coupon with respect
to the related determination date. If the securities have not previously been redeemed and the final share price is greater than or equal to the
downside threshold price, the payment at maturity will also be the sum of the stated principal amount and the contingent quarterly coupon with
respect to the related determination date. However, if the securities have not previously been redeemed and the final share price is less than
the downside threshold price, investors will be exposed to the decline in the closing price of the underlying stock, as compared to the initial
share price, on a 1-to-1 basis. In this case, the payment at maturity will be less than 80% of the stated principal amount of the securities and
could be zero. Investors in the securities must be willing to accept the risk of losing their entire principal and also the risk of not receiving any
contingent quarterly coupon. In addition, investors will not participate in any appreciation of the underlying stock.

The original 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 pricing date is less than $10. We estimate that the
value of each security on the pricing date is $9.732.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based
component linked to the underlying stock. The estimated value of the securities is determined using our own pricing and valuation models,
market inputs and assumptions relating to the underlying stock, instruments based on the underlying 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 contingent quarterly coupon rate and the downside threshold price, we use an
internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing,
selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of
the securities would be more favorable to you.

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

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to
the underlying 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 transaction of
this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully
deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in
the secondary market, absent changes in market conditions, including those related to the underlying 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.

November 2019
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 18, 2022, with 6-month Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of M ic rosoft Corpora t ion
Princ ipa l a t Risk Se c urit ie s
Key Investment Rationale
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The securities offer investors an opportunity to earn a contingent quarterly coupon at an annual rate of 8.80% with respect to each determination
date on which the determination closing price or the final share price, as applicable, is greater than or equal to 80% of the initial share price,
which we refer to as the downside threshold price. The securities may be redeemed prior to maturity for the stated principal amount per security
plus the applicable contingent quarterly coupon, and the payment at maturity will vary depending on the final share price, as follows:

Sc e na rio 1
On a ny de t e rm ina t ion da t e , be ginning w it h t he M a y 1 5 , 2 0 2 0 de t e rm ina t ion da t e , t he
de t e rm ina t ion c losing pric e is greater than or equal to t he init ia l sha re pric e .

The securities will be automatically redeemed for (i) the stated principal amount plus (ii) the contingent
quarterly coupon with respect to the related determination date.

Investors will not participate in any appreciation of the underlying stock from the initial share price.
Sc e na rio 2
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l sha re pric e
is greater than or equal to t he dow nside t hre shold pric e .

The payment due at maturity will be (i) the stated principal amount plus (ii) the contingent quarterly
coupon with respect to the final determination date.

Investors will not participate in any appreciation of the underlying stock from the initial share price.
Sc e na rio 3
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l sha re pric e
is less than t he dow nside t hre shold pric e .

The payment due at maturity will be equal to (i) the stated principal amount multiplied by (ii) the share
performance factor. I nve st ors w ill lose a signific a nt port ion, a nd m a y lose a ll, of t he ir
princ ipa l in t his sc e na rio.
November 2019
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 18, 2022, with 6-month Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of M ic rosoft Corpora t ion
Princ ipa l a t Risk Se c urit ie s
How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the determination closing price and (2) the final
share price.

Dia gra m # 1 : First Ele ve n De t e rm ina t ion Da t e s

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Dia gra m # 2 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

November 2019
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 18, 2022, with 6-month Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of M ic rosoft Corpora t ion
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

The below examples are based on the following terms:

Hypothetical Initial Share Price:
$135.00
Hypothetical Downside Threshold Price:
$108.00, which is 80% of the hypothetical initial share price
Hypothetical Adjustment Factor:
1.0
Contingent Quarterly Coupon:
8.80% per annum (corresponding to approximately $0.22 per quarter per
1
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security)
Stated Principal Amount:
$10 per security
1 The actual contingent quarterly coupon will be an amount determined by the calculation agent based on the number of days in the applicable
payment period, calculated on a 30/360 day count basis. The hypothetical contingent quarterly coupon of $0.22 is used in these examples for
ease of analysis.

In Examples 1 and 2, the closing price of the underlying stock fluctuates over the term of the securities and the determination closing price of
the underlying stock is greater than or equal to the hypothetical initial share price of $135.00 on one of the determination dates after the initial
six-month non-call period. Because the determination closing price is greater than or equal to the initial share price on one of the determination
dates after the initial six-month non-call period, the securities are automatically redeemed following the relevant determination date. In
Examples 3 and 4, the determination closing price on the first eleven determination dates is less than the initial share price, and, consequently,
the securities are not automatically redeemed prior to, and remain outstanding until, maturity.

Ex a m ple 1
Ex a m ple 2
De t e rm ina t ion
Hypothetical
Contingent
Early Redemption
Hypothetical
Contingent
Early Redemption
Da t e s
Determination
Quarterly Coupon
Amount*
Determination
Quarterly Coupon
Amount
Closing Price
Closing Price
# 1
$80.00
$0
N/A
$110.00
$0.22
N/A
# 2
$135.00
--*
$10.22
$105.00
$0
N/A
# 3
N/A
N/A
N/A
$112.50
$0.22
N/A
# 4
N/A
N/A
N/A
$98.85
$0
N/A
# 5
N/A
N/A
N/A
$125.65
$0.22
N/A
# 6
N/A
N/A
N/A
$115.75
$0.22
N/A
# 7
N/A
N/A
N/A
$80.00
$0
N/A
# 8
N/A
N/A
N/A
$117.60
$0.22
N/A
# 9
N/A
N/A
N/A
$125.00
$0.22
N/A
# 1 0
N/A
N/A
N/A
$162.00
--*
$10.22
# 1 1
N/A
N/A
N/A
N/A
N/A
N/A
Fina l
De t e rm ina t ion
N/A
N/A
N/A
N/A
N/A
N/A
Da t e
* The Early Redemption Amount includes the unpaid contingent quarterly coupon with respect to the determination date on which the
determination closing price is greater than or equal to the initial share price and the securities are redeemed as a result.

In Example 1, the securities are automatically redeemed following the second determination date (which is the first determination date
following which the securities can be redeemed), as the determination closing price on the second determination date is equal to the initial
share price. You receive the early redemption payment, calculated as follows:

stated principal amount + contingent quarterly coupon = $10.00 + $0.22 = $10.22

In this example, the early redemption feature limits the term of your investment to approximately 6 months, and you may not be able to reinvest
at comparable terms or returns. If the securities are redeemed early, you will stop receiving contingent coupons.

In Example 2, the securities are automatically redeemed following the tenth determination date, as the determination closing price on the
tenth determination date is greater than the initial share price. As the determination closing prices on the first, third, fifth,

November 2019
Page 5
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 18, 2022, with 6-month Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of M ic rosoft Corpora t ion
Princ ipa l a t Risk Se c urit ie s
sixth, eighth, ninth and tenth determination dates are greater than or equal to the downside threshold price, you receive the contingent coupon of
$0.22 with respect to each such determination date. Following the tenth determination date, you receive an early redemption amount of $10.22,
which includes the contingent quarterly coupon with respect to the tenth determination date.
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In this example, the early redemption feature limits the term of your investment to approximately 30 months, and you may not be able to reinvest
at comparable terms or returns. If the securities are redeemed early, you will stop receiving contingent coupons. Further, although the
underlying stock has appreciated by 20% from its initial share price as of the tenth determination date, you receive only $10.22 per security and
do not benefit from such appreciation.

Ex a m ple 3
Ex a m ple 4
De t e rm ina t ion
Hypothetical
Contingent
Early Redemption
Hypothetical
Contingent
Early Redemption
Da t e s
Determination
Quarterly Coupon
Amount*
Determination
Quarterly Coupon
Amount
Closing Price /
Closing Price /
Final Share Price
Final Share Price
# 1
$105.50
$0
N/A
$105.00
$0
N/A
# 2
$100.25
$0
N/A
$102.65
$0
N/A
# 3
$102.60
$0
N/A
$101.00
$0
N/A
# 4
$85.00
$0
N/A
$103.85
$0
N/A
# 5
$62.95
$0
N/A
$95.60
$0
N/A
# 6
$60.00
$0
N/A
$90.00
$0
N/A
# 7
$67.50
$0
N/A
$92.65
$0
N/A
# 8
$70.85
$0
N/A
$91.70
$0
N/A
# 9
$75.65
$0
N/A
$87.85
$0
N/A
# 1 0
$78.70
$0
N/A
$84.50
$0
N/A
# 1 1
$50.45
$0
N/A
$101.45
$0
N/A
Fina l
De t e rm ina t ion
$54.00
$0
N/A
$114.75
--*
N/A
Da t e
Pa ym e nt a t
$ 4 .0 0
$ 1 0 .2 2
M a t urit y
*The final contingent quarterly coupon, if any, will be paid at maturity.

Examples 3 and 4 illustrate the payment at maturity per security based on the final share price.

In Example 3, the closing price of the underlying stock remains below the downside threshold price on every determination date. As a
result, you do not receive any contingent coupons during the term of the securities and, at maturity, you are fully exposed to the decline in the
closing price of the underlying stock. As the final share price is less than the downside threshold price, investors will receive a payment at
maturity equal to the stated principal amount multiplied by the share performance factor, calculated as follows:

stated principal amount x share performance factor = $10.00 x ($54.00 / $135.00) = $4.00

In this example, the payment at maturity is significantly less than the stated principal amount.

In Example 4, the closing price of the underlying stock decreases to a final share price of $114.75. Although the final share price is less
than the initial share price, because the final share price is still not less than the downside threshold price, you receive the stated principal
amount plus a contingent quarterly coupon with respect to the final determination date. Your payment at maturity is calculated as follows:

$10.00 + $0.22 = $10.22

In this example, although the final share price represents a 15% decline from the initial share price, you receive the stated principal amount per
security plus the final contingent quarterly coupon, equal to a total payment of $10.22 per security at maturity, because the final share price is
not less than the downside threshold price.

November 2019
Page 6
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 18, 2022, with 6-month Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of M ic rosoft Corpora t ion
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Princ ipa l a t Risk Se c urit ie s
Risk Factors

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

The securities do not guarantee the return of any principal. The terms of the securities differ from those of ordinary debt
securities in that the securities do not guarantee the payment of regular interest or the return of any of the principal amount at
maturity. Instead, if the securities have not been automatically redeemed prior to maturity and if the final share price is less than the
downside threshold price, you will be exposed to the decline in the closing price of the underlying stock, as compared to the initial share
price, on a 1-to-1 basis and you will receive a payment that will be less than 80% of the stated principal amount and could be zero.

You w ill not receive any contingent quarterly coupon for any quarterly period w here the determination closing
pric e is le ss t ha n t he dow nside t hre shold pric e . A contingent quarterly coupon will be paid with respect to a quarterly period only
if the determination closing price is greater than or equal to the downside threshold price. If the determination closing price remains below
the downside threshold price on each determination date over the term of the securities, you will not receive any contingent quarterly
coupons.

The contingent quarterly coupon, if any, is based solely on the determination closing price or the final share price,
a s a pplic a ble . Whether the contingent quarterly coupon will be paid with respect to a determination date will be based on the
determination closing price or the final share price, as applicable. As a result, you will not know whether you will receive the contingent
quarterly coupon until the related determination date. Moreover, because the contingent quarterly coupon is based solely on the
determination closing price on a specific determination date or the final share price, as applicable, if such determination closing price or final
share price is less than the downside threshold price, you will not receive any contingent quarterly coupon with respect to such
determination date, even if the closing price of the underlying stock was higher on other days during the term of the securities.

Investors w ill not participate in any appreciation in the price of the underlying stock. Investors will not participate in any
appreciation in the price of the underlying stock from the initial share price, and the return on the securities will be limited to the contingent
quarterly coupon, if any, that is paid with respect to each determination date on which the determination closing price or the final share
price, as applicable, is greater than or equal to the downside threshold price. It is possible that the closing price of the underlying stock
could be below the downside threshold price on most or all of the determination dates so that you will receive few or no contingent quarterly
coupons. If you do not earn sufficient contingent quarterly coupons over the term of the securities, the overall return on the securities may
be less than the amount that would be paid on a conventional debt security of ours of comparable maturity.

The automatic early redemption feature may limit the term of your investment to approximately six months. If the
se c urit ie s a re re de e m e d e a rly, you m a y not be a ble t o re inve st a t c om pa ra ble t e rm s or re t urns. The term of your
investment in the securities may be limited to as short as approximately six months by the automatic early redemption feature of the
securities. If the securities are redeemed prior to maturity, you will receive no more contingent quarterly coupons and may be forced to
invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns.

The market price w ill be influenced by many unpredictable factors. Several factors 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. Although
we expect that generally the closing price of the underlying stock on any day will affect the value of the securities more than any other single
factor, other factors that may influence the value of the securities include:

o
the trading price and volatility (frequency and magnitude of changes in value) of the underlying stock,

o
whether the determination closing price has been below the downside threshold price on any determination date,

o
dividend rates on the underlying stock,

o
interest and yield rates in the market,

o
time remaining until the securities mature,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying stock and which
may affect the final share price of the underlying stock,

o
the occurrence of certain events affecting the underlying stock that may or may not require an adjustment to the adjustment
factor, and

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

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Contingent Income Auto-Callable Securities due November 18, 2022, with 6-month Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of M ic rosoft Corpora t ion
Princ ipa l a t Risk Se c urit ie s
The price of the underlying stock may be, and has recently been, volatile, and we can give you no assurance that the volatility will
lessen. See "Microsoft Corporation Overview" below. You may receive less, and possibly significantly less, than the stated principal amount
per security if you try to sell your securities prior to maturity.

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

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a finance
subsidiary, MSFL has no independent operations beyond the issuance and 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.

Investing in the securities is not equivalent to investing in the common stock of Microsoft Corporation. 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 underlying
stock. As a result, any return on the securities will not reflect the return you would realize if you actually owned shares of the underlying
stock and received the dividends paid or distributions made on them.

No affiliation w ith Microsoft Corporation. Microsoft Corporation is not an affiliate of ours, is not involved with this offering in any
way, and has no obligation to consider your interests in taking any corporate actions that might affect the value of the securities. We have
not made any due diligence inquiry with respect to Microsoft Corporation in connection with this offering.

We may engage in business w ith or involving Microsoft Corporation w ithout regard to your interests. We or our
affiliates may presently or from time to time engage in business with Microsoft Corporation without regard to your interests and thus may
acquire non-public information about Microsoft Corporation. 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 reports with respect to
Microsoft Corporation, which may or may not recommend that investors buy or hold the underlying stock.

The antidilution adjustments the calculation agent is required to make do not cover every corporate event that
c ould a ffe c t t he unde rlying st oc k . MS & Co., as calculation agent, will adjust the adjustment factor for certain corporate events
affecting the underlying stock, such as stock splits, stock dividends and extraordinary dividends, and certain other corporate actions involving
the issuer of the underlying stock, such as mergers. However, the calculation agent will not make an adjustment for every corporate event
that can affect the underlying stock. For example, the calculation agent is not required to make any adjustments if the issuer of the
underlying stock or anyone else makes a partial tender or partial exchange offer for the underlying stock, nor will adjustments be made
following the final determination date. In addition, no adjustments will be made for regular cash dividends, which are expected to reduce the
price of the underlying 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. For example, if the record date for a regular cash dividend were to occur on or shortly before a determination date,
this may decrease the determination closing price to be less than the downside threshold price (resulting in no contingent quarterly coupon
being paid with respect to such date) or the final share price to be less than the downside threshold price (resulting in a loss of a significant
portion of all of your investment in the securities), materially and adversely affecting your return.

The securities w ill not be listed on any securities exchange and secondary trading may be limited. The securities will
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not
obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does
make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value
of the securities, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost
of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even
if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-
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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

November 2019
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 18, 2022, with 6-month Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of M ic rosoft Corpora t ion
Princ ipa l a t Risk Se c urit ie s
which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would
be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er than the
ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r ra t e a nd t he
inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he se c urit ie s in t he origina l issue pric e
re duc e t he e c onom ic t e rm s of t he se c urit ie s, c a use t he e st im a t e d va lue of t he se c urit ie s t o be le ss t ha n t he
origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no change in market conditions or any
other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market
transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling,
structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market
prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market
transaction of this type as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the securities in the original issue price and the lower rate we are
willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for
a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market,
absent changes in market conditions, including those related to the underlying stock, 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.

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

Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or
more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging activities related to the securities
(and to other instruments linked to the underlying stock), including trading in the underlying 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 final determination date approaches. Some of our affiliates also trade the underlying stock and
other financial instruments related to the underlying 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 the pricing date could have increased the initial share price, and, as a
result, could have increased the downside threshold price, which is the price at or above which the underlying stock must close on each
determination date in order for you to earn a contingent quarterly coupon, and, if the securities are not called prior to maturity, in order for
you to avoid being exposed to the negative price performance of the underlying stock at maturity. Additionally, such hedging or trading
activities during the term of the securities could potentially affect the price of the underlying stock on the determination dates, and,
accordingly, whether the securities are automatically called prior to maturity, and, if the securities are not called prior to maturity, the payout
to you at maturity, if any.

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make determinations
w it h re spe c t t o t he se c urit ie s. As calculation agent, MS & Co. has determined the initial share price and the downside threshold
price and will determine the final share price, whether the contingent quarterly coupon will be paid on each contingent payment date,
whether the securities will be redeemed following any determination date, whether a market disruption event has occurred, whether to make
any adjustments to the adjustment factor and the payment that you will receive upon an automatic early redemption or 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 nonoccurrence of market disruption events and certain adjustments to
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