Obligation Morgan Stanley Financial 0% ( US61770C7801 ) en USD

Société émettrice Morgan Stanley Financial
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US61770C7801 ( en USD )
Coupon 0%
Echéance 18/11/2022 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley Finance US61770C7801 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 30 839 000 USD
Cusip 61770C780
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's NR
Description détaillée 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 (US61770C7801, CUSIP 61770C780), émise aux États-Unis pour un montant total de 30 839 000 USD, avec une taille minimale d'achat de 1 000 USD, un taux d'intérêt de 0%, une fréquence de paiement semestrielle et une maturité le 18/11/2022, a été remboursée à 100% de sa valeur nominale et n'est plus cotée (notation Moody's : NR).







424B2 1 dp116007_424b2-ps2829.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Dual Directional Trigger PLUS due 2022

$30,838,850

$4,002.88


N ove m be r 2 0 1 9
Pricing Supplement No. 2,829
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 International Equities
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due November
18, 2022
Trigger Performance Leveraged Upside SecuritiesSM
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
The Dual Directional Trigger PLUS, or "Trigger PLUS," are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are
fully and unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will pay no interest, do not guarantee any return of
principal at maturity and have the terms described in the accompanying product supplement for PLUS, index supplement and
prospectus, as supplemented or modified by this document. At maturity, if the EURO STOXX 50® Index, which we refer to as the
underlying index, has a ppre c ia t e d in value, investors will receive the stated principal amount of their investment plus leveraged
upside performance of the underlying index, subject to the maximum payment at maturity. If the underlying index has
de pre c ia t e d in value but by no more than 20%, investors will receive the stated principal amount of their investment plus an
unleveraged positive return equal to the absolute value of the percentage decline, which will effectively be limited to a positive 20%
return. However, if the underlying index has de pre c ia t e d in value by more than 20%, investors will be negatively exposed to the
full amount of the percentage decline in the underlying index and will lose 1% of the stated principal amount for every 1% of
decline, without any buffer. The Trigger PLUS are for investors who seek an equity index-based return and who are willing to risk
their principal and forgo current income and upside above the maximum payment at maturity in exchange for the upside leverage
and absolute return features that in each case apply to a limited range of performance of the underlying index. I nve st ors m a y
lose t he ir e nt ire init ia l inve st m e nt in t he T rigge r PLU S. The Trigger PLUS are notes issued as part of MSFL's Series A
Global Medium-Term Notes program.
The Trigger PLUS differ from the PLUS described in the accompanying product supplement for PLUS in that the Trigger PLUS
offer the potential for a positive return at maturity if the underlying index depreciates by up to 20%. The Trigger PLUS are not the
Buffered PLUS described in the accompanying product supplement for PLUS. Unlike the Buffered PLUS, the Trigger PLUS do not
provide any protection if the underlying index depreciates by more than 20%.
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 T rigge r PLU S a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y
int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
M a t urit y da t e :
November 18, 2022
November 15, 2022, subject to postponement for non-index business days and certain market
V a lua t ion da t e :
disruption events
U nde rlying inde x :
EURO STOXX 50® Index
Aggre ga t e princ ipa l
$30,838,850
a m ount :
Pa ym e nt a t m a t urit y:
If the final index value is greater than the initial index value:
$10 + leveraged upside payment
In no event will the payment at maturity exceed the maximum payment at maturity.
If the final index value is less than or equal to the initial index value but is greater than or equal
to the trigger level:
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$10 + ($10 x absolute index return)
In this scenario, you will receive a 1% positive return on the Trigger PLUS for each 1%
negative return on the underlying index. In no event will this amount exceed the stated
principal amount plus $2.00.
If the final index value is less than the trigger level:
$10 × index performance factor
Under these circumstances, the payment at maturity will be less than the stated principal
amount of $10, and will represent a loss of more than 20%, and possibly all, of your
investment.
Le ve ra ge d upside pa ym e nt : $10 x leverage factor x index percent change
Le ve ra ge fa c t or:
200%
M a x im um pa ym e nt a t
$16.235 per Trigger PLUS (162.35% of the stated principal amount)
m a t urit y:
I nde x pe rc e nt c ha nge :
(final index value ­ initial index value) / initial index value
Absolut e inde x re t urn:
The absolute value of the index percent change. For example, a ­5% index percent change will
result in a +5% absolute index return.
I nde x pe rform a nc e fa c t or:
final index value / initial index value
I nit ia l inde x va lue :
3,711.61, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
T rigge r le ve l:
2,969.288, which is 80% of the initial index value
St a t e d princ ipa l a m ount /
$10 per Trigger PLUS (see "Commissions and issue price" below)
I ssue pric e :
Pric ing da t e :
November 15, 2019
Origina l issue da t e :
November 20, 2019 (3 business days after the pricing date)
CU SI P / I SI N :
61770C780 / US61770C7801
List ing:
The Trigger PLUS will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley and an
affiliate of MSFL. See "Supplemental information regarding plan of distribution; conflicts of
interest."
Est im a t e d va lue on t he
$9.57 per Trigger PLUS. See "Investment Summary" on page 2.
pric ing da t e :
Com m issions a nd issue pric e :
Age nt 's c om m issions a nd
Pric e t o public
fe e s
Proc e e ds t o us(3)
Pe r T rigge r PLU S
$10.00
$0.25(1)



$0.05(2)
$9.70
T ot a l
$30,838,850
$925,165.50
$29,913,684.50
(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 $0.25 for each Trigger PLUS 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 for PLUS.
(2)Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each Trigger
PLUS.
(3)See "Use of proceeds and hedging" on page 14.
T he T rigge r PLU S involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e "Risk
Fa c t ors" be ginning on pa ge 6 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he T rigge r PLU S a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit
I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or
gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of
t he T rigge r PLU S" a nd "Addit iona l I nform a t ion About t he T rigge r PLU S" a t t he e nd of t his doc um e nt .
Re fe re nc e s t o "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL
c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for PLU S da t e d
I nde x Supple m e nt da t e d
Prospe c t us da t e d
N ove m be r 1 6 , 2 0 1 7
N ove m be r 1 6 , 2 0 1 7
N ove m be r 1 6 , 2 0 1 7

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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due November 18, 2022
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s

Investment Summary
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

The Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due November 18, 2022 (the
"Trigger PLUS") can be used:

As an alternative to direct exposure to the underlying index that enhances returns for a certain range of positive performance of
the underlying index, subject to the maximum payment at maturity.

To obtain an unleveraged positive return for a limited range of negative performance of the underlying index.

To enhance returns and potentially outperform the underlying index in a moderately bullish or moderately bearish scenario.

M a t urit y:
Approximately 3 years
Le ve ra ge fa c t or:
200% (applicable only if the final index value is greater than the initial
index value).
M a x im um pa ym e nt a t
$16.235 per Trigger PLUS (162.35% of the stated principal amount)
m a t urit y:
M inim um pa ym e nt a t
None. Investors may lose all their entire initial investment in the Trigger
m a t urit y:
PLUS.
T rigge r le ve l:
80% of the initial index value
Coupon:
None
List ing:
The Trigger PLUS will not be listed on any securities exchange

The original issue price of each Trigger PLUS is $10. This price includes costs associated with issuing, selling, structuring and
hedging the Trigger PLUS, which are borne by you, and, consequently, the estimated value of the Trigger PLUS on the pricing
date is less than $10. We estimate that the value of each Trigger PLUS on the pricing date is $9.57.

What goes into the estimated value on the pricing date?

In valuing the Trigger PLUS on the pricing date, we take into account that the Trigger PLUS comprise both a debt component and
a performance-based component linked to the underlying index. The estimated value of the Trigger PLUS is determined using our
own pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the
underlying index, volatility and other factors including current and expected interest rates, as well as an interest rate related to our
secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary
market.

What determines the economic terms of the Trigger PLUS?

In determining the economic terms of the Trigger PLUS, including the leverage factor, the trigger level and the maximum payment
at maturity, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore
advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate
were higher, one or more of the economic terms of the Trigger PLUS 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 Trigger PLUS?

The price at which MS & Co. purchases the Trigger PLUS in the secondary market, absent changes in market conditions, including
those related to the underlying index, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing,
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selling, structuring and hedging the Trigger PLUS 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 Trigger PLUS in the secondary market, absent changes in market
conditions, including those related to the underlying index, and to our secondary market credit spreads, it would do so based on
values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account
statements.

MS & Co. may, but is not obligated to, make a market in the Trigger PLUS, and, if it once chooses to make a market, may cease
doing so at any time.

November 2019
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due November 18, 2022
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s

K e y I nve st m e nt Ra t iona le

The Trigger PLUS offer the potential for a positive return at maturity based on the absolute value of a limited range of percentage
changes of the underlying index. At maturity, if the underlying index has a ppre c ia t e d in value, investors will receive the stated
principal amount of their investment plus leveraged upside performance of the underlying index, subject to the maximum payment
at maturity. If the underlying index has de pre c ia t e d in value but by no more than 20%, investors will receive the stated principal
amount of their investment plus an unleveraged positive return equal to the absolute value of the percentage decline, which will
effectively be limited to a positive 20% return. However, if the underlying index has de pre c ia t e d in value by more than 20%,
investors will be negatively exposed to the full amount of the percentage decline in the underlying index and will lose 1% of the
stated principal amount for every 1% of decline, without any buffer. I nve st ors m a y lose t he ir e nt ire init ia l inve st m e nt in
t he T rigge r PLU S. All payments on the Trigger PLUS are subject to our credit risk.

Le ve ra ge d U pside The Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment
Pe rform a nc e U p t o in the underlying index, subject to the maximum payment at maturity.
a Ca p
Absolut e Re t urn
The Trigger PLUS enable investors to obtain an unleveraged positive return if the final index value is less
Fe a t ure
than or equal to the initial index value but is greater than or equal to the trigger level.
The final index value is greater than the initial index value, and, at maturity, you receive a full return of
U pside Sc e na rio if principal as well as 200% of the increase in the value of the underlying index, subject to the maximum
t he U nde rlying
payment at maturity. For example, if the final index value is 10% greater than the initial index value, the
I nde x Appre c ia t e s Trigger PLUS will provide a total return of 20% at maturity. The maximum payment at maturity is $16.235
per Trigger PLUS (162.35% of the stated principal amount).
The final index value is less than or equal to the initial index value but is greater than or equal to the
trigger level, which is 80% of the initial index value. In this case, you receive a 1% positive return on the
Absolut e Re t urn
Trigger PLUS for each 1% negative return on the underlying index. For example, if the final index value is
Sc e na rio
10% less than the initial index value, the Trigger PLUS will provide a total positive return of 10% at
maturity. The maximum return you may receive in this scenario is a positive 20% return at maturity.
The final index value is less than the trigger level. In this case, the Trigger PLUS redeem for at least 20%
less than the stated principal amount, and this decrease will be by an amount proportionate to the full
decline in the value of the underlying index over the term of the Trigger PLUS. Under these
circumstances, the payment at maturity will be less than 80% of the stated principal amount per Trigger
Dow nside Sc e na rio PLUS. For example, if the final index value is 70% less than the initial index value, the Trigger PLUS will
be redeemed at maturity for a loss of 70% of principal at $3.00, or 30% of the stated principal
amount. T he re is no m inim um pa ym e nt a t m a t urit y on t he T rigge r PLU S, a nd you c ould
lose your e nt ire inve st m e nt .
November 2019
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due November 18, 2022
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
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Princ ipa l a t Risk Se c urit ie s

How the Trigger PLUS Work

Pa yoff Dia gra m

The payoff diagram below illustrates the payment at maturity on the Trigger PLUS based on the following terms:

St a t e d princ ipa l a m ount :
$10 per Trigger PLUS
Le ve ra ge fa c t or:
200%
T rigge r le ve l:
80% of the initial index value
M a x im um pa ym e nt a t m a t urit y: $16.235 per Trigger PLUS (162.35% of the stated principal
amount)
M inim um pa ym e nt a t m a t urit y: None

T rigge r PLU S Pa yoff Dia gra m

See the next page for a description of how the Trigger PLUS work.

November 2019
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due November 18, 2022
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
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H ow it w ork s

Upside Scenario if the Underlying Index Appreciates. If the final index value is greater than the initial index value,
the investor would receive the $10 stated principal amount plus 200% of the appreciation of the underlying index over the term
of the Trigger PLUS, subject to the maximum payment at maturity. Under the terms of the Trigger PLUS, an investor would
realize the maximum payment at maturity of $16.235 per Trigger PLUS (162.35% of the stated principal amount) at a final
index value of 131.175% of the initial index value.

If the underlying index appreciates 10%, the investor would receive a 20% return, or $12.00 per Trigger PLUS.

If the underlying index appreciates 70%, the investor would receive only a 62.35% return or $16.235 per Trigger PLUS, due
to the maximum payment at maturity.

Absolute Return Scenario. If the final index value is less than or equal to the initial index value and is greater than or
equal to the trigger level of 80% of the initial index value, the investor would receive a 1% positive return on the Trigger PLUS
for each 1% negative return on the underlying index.

If the underlying index depreciates 10%, the investor would receive a 10% return, or $11.00 per Trigger PLUS.

The maximum return you may receive in this scenario is a positive 20% return at maturity.

Dow nside Scenario. If the final index value is less than the trigger level of 80% of the initial index value, the investor would
receive an amount less than the $10 stated principal amount, based on a 1% loss of principal for each 1% decline in the
underlying index. Under these circumstances, the payment at maturity will be less than 80% of the stated principal amount per
Trigger PLUS. There is no minimum payment at maturity on the Trigger PLUS.

If the underlying index depreciates 70%, the investor would lose 70% of the investor's principal and receive only $3.00 per
Trigger PLUS at maturity, or 30% of the stated principal amount.

November 2019
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due November 18, 2022
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
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 Trigger PLUS. For further discussion of these
and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for PLUS, index
supplement and prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection
with your investment in the Trigger PLUS.

The Trigger PLUS do not pay interest or guarantee return of any principal. The terms of the Trigger PLUS differ
from those of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee the payment of any principal
amount at maturity. If the final index value is less than the trigger level (which is 80% of the initial index value), the absolute
return feature will no longer be available and the payout at maturity will be an amount in cash that is at least 20% less than
the $10 stated principal amount of each Trigger PLUS, and this decrease will be by an amount proportionate to the full amount
of the decline in the value of the underlying index over the term of the Trigger PLUS, without any buffer. There is no minimum
payment at maturity on the Trigger PLUS, and, accordingly, you could lose your entire initial investment in the Trigger PLUS.

The appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity. The
appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity of $16.235 per Trigger PLUS, or
162.35% of the stated principal amount. Although the leverage factor provides 200% exposure to any increase in the final
index value over the initial index value, because the payment at maturity will be limited to 162.35% of the stated principal
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amount for the Trigger PLUS, any increase in the final index value over the initial index value by more than 31.175% of the
initial index value will not further increase the return on the Trigger PLUS.

The market price of the Trigger PLUS w ill be influenced by many unpredictable factors. Several factors,
many of which are beyond our control, will influence the value of the Trigger PLUS in the secondary market and the price at
which MS & Co. may be willing to purchase or sell the Trigger PLUS in the secondary market, including the value (including
whether the value is below the trigger level), volatility (frequency and magnitude of changes in value) and dividend yield of the
underlying index, interest and yield rates in the market, time remaining until the Trigger PLUS mature, geopolitical conditions
and economic, financial, political, regulatory or judicial events that affect the underlying index or equities markets generally and
which may affect the final index value of the underlying index, and any actual or anticipated changes in our credit ratings or
credit spreads. The level of the underlying index may be, and has recently been, volatile, and we can give you no assurance
that the volatility will lessen. See "EURO STOXX 50® Index Overview" below. You may receive less, and possibly significantly
less, than the stated principal amount per Trigger PLUS if you try to sell your Trigger PLUS prior to maturity.

There are risks associated w ith investments in securities linked to the value of foreign equity
se c urit ie s. The Trigger PLUS are linked to the value of foreign equity securities. Investments in securities linked to the value
of foreign equity securities involve risks associated with the securities markets in those countries, including risks of volatility in
those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also,
there is generally less publicly available information about foreign companies than about U.S. companies that are subject to the
reporting requirements of the United States Securities and Exchange Commission, and foreign companies are subject to
accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. reporting
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 between countries.

The Trigger PLUS are subject to our credit risk, and any actual or anticipated changes to our credit
ra t ings or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he T rigge r PLU S. You are dependent on
our ability to pay all amounts due on the Trigger PLUS at maturity and therefore you are subject to our credit risk. If we default
on its obligations under the Trigger PLUS, your investment would be at risk and you could lose some or all of your investment.
As a result, the market value of the Trigger PLUS 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

November 2019
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due November 18, 2022
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s

credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the Trigger PLUS.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have
no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available
under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

The amount payable on the Trigger PLUS is not linked to the value of the underlying index at any time
ot he r t ha n t he va lua t ion da t e . The final index value will be based on the index closing value on the valuation date,
subject to postponement for non-index business days and certain market disruption events. Even if the value of the underlying
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index appreciates prior to the valuation date but then drops by the valuation date, the payment at maturity may be less, and
may be significantly less, than it would have been had the payment at maturity been linked to the value of the underlying index
prior to such drop. Although the actual value of the underlying index on the stated maturity date or at other times during the
term of the Trigger PLUS may be higher than the final index value, the payment at maturity will be based solely on the index
closing value on the valuation date.

Investing in the Trigger PLUS is not equivalent to investing in the underlying index. Investing in the Trigger
PLUS is not equivalent to investing in the underlying index or its component stocks. Investors in the Trigger PLUS will not have
voting rights or rights to receive dividends or other distributions or any other rights with respect to the stocks that constitute the
underlying index.

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

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he T rigge r
PLU 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 T rigge r PLU S, c a use t he e st im a t e d
va lue of t he T rigge r PLU 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 Trigger PLUS 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 Trigger PLUS in the original issue price and the lower
rate we are willing to pay as issuer make the economic terms of the Trigger PLUS less favorable to you than they otherwise
would be.

However, because the costs associated with issuing, selling, structuring and hedging the Trigger PLUS 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 Trigger
PLUS in the secondary market, absent changes in market conditions, including those related to the underlying index, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those
higher values will also be reflected in your brokerage account statements.

November 2019
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due November 18, 2022
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s

The estimated value of the Trigger PLUS is determined by reference to our pricing and valuation models,
w hic h m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e .
These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of securities, our models may yield a higher estimated value of the Trigger PLUS than those generated by
others, including other dealers in the market, if they attempted to value the Trigger PLUS. 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 Trigger PLUS in the secondary market (if any exists) at any time. The value of your Trigger PLUS at any time
after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our
creditworthiness and changes in market conditions. See also "The market price of the Trigger PLUS will be influenced by many
unpredictable factors" above.
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The Trigger PLUS w ill not be listed on any securities exchange and secondary trading may be limited.
The Trigger PLUS will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
Trigger PLUS. MS & Co. may, but is not obligated to, make a market in the Trigger PLUS 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 Trigger PLUS, 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 Trigger PLUS. Even if there is a
secondary market, it may not provide enough liquidity to allow you to trade or sell the Trigger PLUS easily. Since other broker-
dealers may not participate significantly in the secondary market for the Trigger PLUS, the price at which you may be able to
trade your Trigger PLUS 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 Trigger PLUS, it is likely that there would be no secondary market for the Trigger
PLUS. Accordingly, you should be willing to hold your Trigger PLUS to maturity.

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he T rigge r PLU S. As calculation agent, MS & Co. has determined the initial index
value and the trigger level, will determine the final index value, including whether the value of the underlying index has
decreased to below the trigger level, and will calculate the amount of cash you receive 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 index or calculation of the final index value in the event of a market disruption event or discontinuance of the
underlying index. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For
further information regarding these types of determinations, see "Description of PLUS--Postponement of Valuation Date(s)," "--
Alternate Exchange Calculation in case of an Event of Default" and "--Calculation Agent and Calculations" in the
accompanying product supplement. In addition, MS & Co. has determined the estimated value of the Trigger PLUS on the
pricing date.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger
PLU 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 Trigger PLUS (and to other instruments linked to the underlying index or its component stocks), including trading
in the stocks that constitute the underlying index as well as in other instruments related to the underlying index. As a result,
these entities may be unwinding or adjusting hedge positions during the term of the Trigger PLUS, and the hedging strategy
may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. Some of our
affiliates also trade the stocks that constitute the underlying index and other financial instruments related to the underlying index
on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or
prior to the pricing date could have increased the initial index value, and, therefore, could have increased the trigger level,
which is the value at or above which the underlying index must close on the valuation date so that investors do not suffer a
significant loss on their initial investment in the Trigger PLUS. Additionally, such hedging or trading activities during the term of
the Trigger PLUS, including on the valuation date, could adversely affect the value of the underlying index on the valuation
date, and, accordingly, the amount of cash an investor will receive at maturity, if any.

November 2019
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due November 18, 2022
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s

The U.S. federal income tax consequences of an investment in the Trigger PLUS are uncertain. Please
read the discussion under "Additional Information--Tax considerations" in this document and the discussion under "United
States Federal Taxation" in the accompanying product supplement for PLUS (together, the "Tax Disclosure Sections")
concerning the U.S. federal income tax consequences of an investment in the Trigger PLUS. If the Internal Revenue Service
(the "IRS") were successful in asserting an alternative treatment, the timing and character of income on the Trigger PLUS might
differ significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment,
the IRS could seek to recharacterize the Trigger PLUS as debt instruments. In that event, U.S. Holders would be required to
accrue into income original issue discount on the Trigger PLUS every year at a "comparable yield" determined at the time of
issuance and recognize all income and gain in respect of the Trigger PLUS as ordinary income. Additionally, as discussed
under "United States Federal Taxation--FATCA" in the accompanying product supplement for PLUS, the withholding rules
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commonly referred to as "FATCA" would apply to the Trigger PLUS if they were recharacterized as debt instruments. However,
recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization)
eliminate the withholding requirement on payments of gross proceeds of a taxable disposition (other than amounts treated as
"FDAP income," as defined in the accompanying product supplement for PLUS). The risk that financial instruments providing for
buffers, triggers or similar downside protection features, such as the Trigger PLUS, 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 Trigger PLUS, and the IRS or a court may not agree with the
tax treatment described in the Tax Disclosure Sections.

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

November 2019
Page 9
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due November 18, 2022
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s

EURO STOXX 50® Index Overview

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG.
Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at December 31,
1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600
Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and
represent the largest companies across all market sectors. For additional information about the EURO STOXX 50® Index, see the
information set forth under "EURO STOXX 50® Index" in the accompanying index supplement.

Information as of market close on November 15, 2019:

Bloom be rg T ic k e r
SX5E
Sym bol:
Curre nt I nde x V a lue :
3,711.61
5 2 We e k s Ago:
3,190.31
5 2 We e k H igh (on
3,712.20
1 1 /1 2 /2 0 1 9 ):
5 2 We e k Low (on
2,937.36
1 2 /2 7 /2 0 1 8 ):

The following graph sets forth the daily index closing values of the underlying index for each quarter in the period from January 1,
2014 through November 15, 2019. The related table sets forth the published high and low closing values, as well as end-of-quarter
closing values, of the underlying index for each quarter in the same period. The index closing value of the underlying index on
November 15, 2019 was 3,711.61. We obtained the information in the table and graph below from Bloomberg Financial Markets,
without independent verification. The underlying index has at times experienced periods of high volatility. You should not take the
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