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 23 of this pricing supplement.
Additional Information about Morgan Stanley, MSFL and the Securities
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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)-584-6837.
You may access the accompanying prospectus supplement,
index supplement and prospectus on the SEC website at
.
www.sec.gov as follows:
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 $9.272.
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 Underlying.
The estimated value of the Securities is determined using our own pricing and valuation models, market inputs and assumptions relating
to the Underlying, instruments based on the Underlying, 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 Underlying, 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 Underlying,
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.
The Securities may be suitable for you if:
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You fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial
investment.
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You can tolerate a loss of all or a substantial portion of your Principal Amount and are willing to make an investment that
may have the same downside market risk as the Underlying.
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You are willing to hold the Securities to maturity, as set forth on the cover of this pricing supplement, and accept that there
may be little or no secondary market for the Securities.
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You understand and accept the risks associated with the Underlying.
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You believe the Underlying will appreciate over the term of the Securities and you are willing to invest in the Securities
based on the Step Return of 30.20%.
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You understand and accept that your potential positive return from the Contingent Absolute Return feature is limited by the
Downside Threshold.
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You can tolerate fluctuations of the price of the Securities prior to maturity that may be similar to or exceed the downside
fluctuations in the level of the Underlying.
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You do not seek current income from your investment and are willing to forgo dividends paid on the stocks included in the Underlying.
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You are willing to assume our credit risk, and understand that if we default on our obligations you may not receive any amounts
due to you including any repayment of principal.
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The Securities may not be suitable for you if:
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You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire
initial investment.
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You cannot tolerate a loss of all or a substantial portion of your Principal Amount, and you are not willing to make an investment
that may have the same downside market risk as the Underlying.
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You require an investment designed to provide a full return of principal at maturity.
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You are unable or unwilling to hold the Securities to maturity, as set forth on the cover of this pricing supplement, or you
seek an investment for which there will be an active secondary market.
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You do not understand and accept the risks associated with the Underlying.
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You believe that the level of the Underlying will decline during the term of the Securities and is likely to close below the
Downside Threshold on the Final Valuation Date.
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You are unwilling to invest in the Securities based on the Step Return of 30.20%.
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You do not understand and accept that your potential positive return from the Contingent Absolute Return feature is limited
by the Downside Threshold.
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You prefer the lower risk, and therefore accept the potentially lower returns, of conventional debt securities with comparable
maturities issued by us or another issuer with a similar credit rating.
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You seek current income from your investment or prefer to receive the dividends paid on the stocks included in the Underlying.
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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.
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The investor suitability considerations identified
above are not exhaustive. Whether or not the Securities are a suitable investment for you will depend on your individual circumstances,
and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have
carefully considered the suitability of an investment in the Securities in light of your particular circumstances. You should also
review “Key Risks” on page 5 of this pricing supplement and “Risk Factors” beginning on page 7 of the accompanying
prospectus for risks related to an investment in the Securities. For additional information about the Underlying, see the information
set forth under “The MSCI Emerging Markets Index
SM
” on page 16.
Issuer
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Morgan Stanley Finance LLC
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Guarantor
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Morgan Stanley
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Issue Price (per Security)
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$10.00 per Security
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Principal Amount
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$10.00 per Security
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Term
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5 years
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Underlying
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MSCI Emerging Markets Index
SM
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Downside Threshold
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739.08, which is 75% of the Initial Level.
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Payment at Maturity (per Security)
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If the Final Level is greater than or equal to the
Step Barrier
, MSFL will pay you an amount calculated as follows:
$10 + [$10 × (the greater of (i) the Step
Return and (ii) the Underlying Return)]
If the Final Level is less than the Step Barrier
and the Final Level is greater than or equal to the Downside Threshold,
MSFL will pay you a cash payment of:
$10 + ($10 x Contingent Absolute Return)
If the Final Level is less than the Downside Threshold,
MSFL will pay you an amount calculated as follows:
$10 + ($10 × Underlying Return)
In this case, the Contingent Absolute Return will
not apply, and you will lose a significant portion or all of your Principal Amount in an amount proportionate to the negative Underlying
Return.
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Underlying Return
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Final Level – Initial Level
Initial Level
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Step Return
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30.20%
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Contingent Absolute Return
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The absolute value of the Underlying Return. For example, if the Underlying Return is -5.00%, the Contingent Absolute Return will be 5.00%.
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Initial Level
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985.44, which is the Closing Level of the Underlying on the Trade Date.
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Final Level
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The Closing Level of the Underlying on the Final Valuation Date.
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Step Barrier
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985.44, which is 100% of the Initial Level
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Trade Date
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May 29, 2019
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Settlement Date
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May 31, 2019
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Final Valuation Date*
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May 28, 2024
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Maturity Date*
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May 31, 2024
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CUSIP / ISIN
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61768Y406 / US61768Y4061
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Calculation Agent
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Morgan Stanley & Co. LLC
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* 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.”
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Trade Date
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The Closing Level of the Underlying (Initial Level) is observed, the Downside Threshold is determined and the Step Return is set.
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Maturity Date
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The Final Level and Underlying Return are determined on the Final
Valuation Date.
If the Final Level is greater than or equal to the Step Barrier
,
MSFL will pay you a cash payment per Security equal to:
$10 + [$10 × (the greater of (i) the Step Return and (ii)
the Underlying Return)]
If the Final Level is less than the Step Barrier and greater
than or equal to the Downside Threshold on the Final Valuation Date
, MSFL will pay you a cash payment per Security equal to:
$10 + (10 x Contingent Absolute Return)
If the Final Level is less than the Downside Threshold on the
Final Valuation Date
, MSFL will pay you a cash payment at maturity equal to:
$10 + ($10 × Underlying Return)
Under these circumstances,
the Contingent Absolute Return will not apply, and you will lose a significant portion, and could lose all, of your Principal Amount.
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INVESTING IN THE SECURITIES
INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE YOUR ENTIRE PRINCIPAL AMOUNT. ANY PAYMENT ON THE SECURITIES IS SUBJECT TO OUR CREDITWORTHINESS.
IF WE WERE TO DEFAULT ON OUR PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD
LOSE YOUR ENTIRE INVESTMENT.
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.
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The Securities do not guarantee any return of principal
– 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 Level is less than the Downside Threshold (which is 75% of the Initial Level), the Contingent Absolute Return
will not apply, you will be exposed to the full negative Underlying 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 Underlying from the Initial Level to the Final Level. There is no minimum payment at maturity on the Securities,
and, accordingly, you could lose all of your Principal Amount in the Securities
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You may incur a loss on your investment if you sell your Securities prior to maturity
–
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 Closing Level of the Underlying is above the Downside Threshold
at that time.
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The Step Return applies only if you hold the Securities to maturity –
You should
be willing to hold your 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 Underlying's 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.
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The potential for a positive return if the Underlying depreciates is limited –
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 Level is greater than or equal to the Downside Threshold. If the Final 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
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The Securities are subject to our credit risk, and any actual or anticipated changes to our
credit ratings or our credit spreads may adversely affect the market value of the Securities
– 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.
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As a finance subsidiary, MSFL has no independent operations
and will 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.
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The Securities do not pay interest
– MSFL will not pay any interest with respect to the Securities over the term of the Securities.
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The market price of the Securities may
be influenced by many unpredictable factors
–
Several
factors, many of which are beyond our control, will influence the value of the Securities in the secondary market and the price
at which MS & Co. may be willing to purchase or sell the Securities in the secondary market (if at all), including:
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the value of the Underlying at any time,
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the volatility (frequency and magnitude of changes
in value) of the Underlying,
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o
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dividend rates on the securities included in the Underlying,
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interest and yield rates in the market,
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geopolitical conditions and economic, financial, political,
regulatory or judicial events that affect the Underlying or stock markets generally and which may affect the Final Level,
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the time remaining until the Securities mature, and
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o
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any actual or anticipated changes in our credit ratings
or credit spreads.
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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 Underlying, and these are the types of factors that also generally affect the values of debt securities
and derivatives linked to the Underlying. 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 value of the Underlying at the time of sale is at, below or moderately
above its Initial Level, and especially if it is near or below the Downside Threshold, or if market interest rates rise. You cannot
predict the future performance of the Underlying based on its historical performance.
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t
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The probability that
the Final Level will be less than the Downside Threshold will depend on the volatility of the Underlying
–
“Volatility” refers to the frequency and magnitude of changes
in the level of the Underlying. Higher expected volatility with respect to the Underlying as of the Trade Date generally indicates
a greater chance as of that date that the Final 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 Underlying’s volatility can change significantly
over the term of the Securities. The level of the Underlying could fall sharply, resulting in a significant loss of principal.
You should be willing to accept the downside market risk of the Underlying and the potential loss of a significant portion or all
of your investment at maturity.
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The amount payable on the Securities is
not linked to the level of the Underlying at any time other than the Final Valuation Date
–
The
Final Level will be based on the Closing Level of the Underlying on the Final Valuation Date, subject to postponement for non-Index
Business Days and certain Market Disruption Events. Even if the level of the Underlying appreciates prior to the Final Valuation
Date but then drops 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 level of the Underlying prior to such drop. Although the actual level of the Underlying
on the stated Maturity Date or at other times during the term of the Securities may be higher than the Final Level, the Payment
at Maturity will be based solely on the Closing Level of the Underlying on the Final Valuation Date as compared to the Initial
Level.
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The Securities are linked to the MSCI Emerging
Markets Index
SM
and are subject to risks associated with investments in securities linked to the value of foreign
equity (and especially emerging markets) securities
– 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 MSCI Emerging Markets Index
SM
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.
In addition, the stocks included in the MSCI Emerging Markets Index
SM
have been issued by companies in various
emerging markets countries, which pose further risks in addition to the risks associated with investing in foreign equity markets
generally. Countries with emerging markets may have relatively unstable governments, may present the risks of nationalization of
businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property
rights than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may
be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation
rates. 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.
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The level of the MSCI Emerging Markets
Index
SM
is subject to currency exchange rate risk
– Because the level of the MSCI Emerging Markets
Index
SM
is related to the U.S. dollar value of stocks underlying the MSCI Emerging Markets Index
SM
,
holders of the Securities will be exposed to currency exchange rate risk with respect the currencies in which the component securities
trade. Exchange rate movements for a particular currency are volatile and are the result of numerous factors specific to that country
including the supply of, and the demand for, those currencies, as well as government policy, intervention or actions, but are also
influenced significantly from time to time by political or economic developments, and by macroeconomic factors and speculative
actions related to each region. Further, currencies of emerging economies are often subject to more frequent and larger central
bank interventions than the currencies of developed countries and are also more likely to be affected by drastic changes in monetary
or exchange rate policies of the relevant country. The net exposure will depend on the extent to which the currencies of the component
countries strengthen or weaken against the U.S. dollar and the relative weight of each currency. If, taking into account such weighting,
the dollar strengthens against the currencies of the component securities of the MSCI Emerging Markets Index
SM
, the
level of the MSCI Emerging Markets Index
SM
will be adversely affected and the Payment at Maturity on the Securities
may be reduced.
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Of particular
importance to potential currency exchange risk are:
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o
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existing and expected rates of inflation;
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o
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existing and expected interest rate levels;
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the balance of payments; and
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o
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the extent of governmental surpluses or deficits in
the countries represented in the MSCI Emerging Markets Index
SM
and the United States.
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All of these
factors are, in turn, sensitive to the monetary, fiscal and trade policies pursued by the governments of the countries represented
in the MSCI Emerging Markets Index
SM
, the United States and other countries important to international trade
and finance.
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Investing in the Securities is not equivalent
to investing in the Underlying or the stocks composing the Underlying
– Investing in the Securities is not equivalent
to investing in the Underlying or the stocks that constitute the Underlying. Investors in the Securities will not have voting rights
or rights to receive dividends or other distributions or any other rights with respect to the stocks that constitute the Underlying.
Additionally, the Underlying is not a “total return” Underlying, which, in addition to reflecting the market prices
of the stocks that constitute the Underlying, would also reflect dividends paid on such stocks. The return on the Securities will
not include such a total return feature.
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The rate we are willing to pay for securities
of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and
advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the
Securities in the Issue Price reduce the economic terms of the Securities, cause the estimated value of the Securities to be less
than the Issue Price and will adversely affect secondary market prices
–
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 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.
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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 Underlying, 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.
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The estimated value of the Securities is
determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum
or minimum secondary market price
–
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.
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Adjustments to the Underlying could adversely
affect the value of the Securities
–
The Underlying Publisher
of the Underlying is responsible for calculating and maintaining the Underlying. The Underlying Publisher may add, delete or substitute
the stocks constituting the Underlying or make other methodological changes required by certain corporate events relating to the
stocks constituting the Underlying, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary dividends,
that could change the value of the Underlying. The Underlying Publisher may discontinue or suspend calculation or publication of
the Underlying at any time. In these circumstances, the Calculation Agent will have the sole discretion to substitute a Successor
Underlying that is comparable to the discontinued Underlying, 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 the Underlying and,
consequently, the value of the Securities.
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The Securities will 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. 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
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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.
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¨
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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, including trading in the constituent stocks of the Underlying, in futures or options contracts on the Index
or the constituent stocks of the Underlying, as well as in other instruments related to the Underlying. 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 some of our other affiliates
also trade the constituent stocks of the Underlying, in futures or options contracts on the constituent stocks of the Underlying,
as well as in other instruments related to the Underlying, 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 Level of
the Underlying, and, therefore, could have increased the Downside Threshold, which is the level at or above which the Underlying
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 Level of the Underlying on the Final Valuation Date and, accordingly, the amount of cash payable at
maturity, if any.
|
|
¨
|
Potential conflict of interest
–
As Calculation Agent, MS & Co. has determined the Initial Level, the Downside Threshold and the Step Return, will determine
the Final Level and whether any Market Disruption Event has 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 Underlying or calculation of the Final Level in the event of a discontinuance of the Underlying 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 the Underlying; 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.
|
|
¨
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Potentially inconsistent research, opinions
or recommendations by Morgan Stanley, UBS or our or their respective affiliates
–
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 Underlying to which the Securities are linked.
|
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¨
|
Uncertain Tax Treatment –
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 instruments are or should
be subject to the “constructive ownership” rule, which very generally can operate to recharacterize certain long-term
capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules
and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the Securities, possibly with retroactive effect.
Both U.S. and
Non-U.S. Holders should read carefully the discussion under “What Are the Tax Consequences of the Securities” in this
pricing supplement and consult their tax advisers regarding all aspects of the U.S. federal tax consequences of an investment in
the Securities as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Scenario Analysis and Examples at Maturity
|
These examples are
based on hypothetical terms. The actual terms are set forth on the cover of this pricing supplement.
The below scenario analysis
and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every
possible scenario concerning increases or decreases in the level of the Underlying relative to the Initial Level. We cannot predict
the Final Level on the Final Valuation Date. You should not take the scenario analysis and these examples as an indication or assurance
of the expected performance of the Underlying. The numbers appearing in the examples below have been rounded for ease of analysis.
The following scenario analysis and examples illustrate the payment at maturity for a $10.00 security on a hypothetical offering
of the Securities, with the following assumptions
*
:
Investment term:
|
5 years
|
Hypothetical Initial Level:
|
1,000
|
Hypothetical Downside Threshold:
|
750 (75% of the hypothetical Initial Level)
|
Step Return:
|
30.20%
|
Hypothetical Step Barrier:
|
1,000, which is 100% of the hypothetical Initial Level
|
*
The actual Initial
Level, Downside Threshold and Step Barrier are set forth on the cover of this pricing supplement.
Example 1
—
The level
of the Underlying
increases
from an Initial Level of 1,000 to a Final Level of 1,150.
The Final Level is greater than
or equal to the Step Barrier but the Underlying Return is less than the Step Return of
30.20%
:
Underlying Return = (1,150
– 1,000) / 1,000 = 15.00%
Payment at Maturity = $10
+ [$10 x the greater of (i) 30.20% and (ii) 15.00%] = $13.02
Because the Final Level is greater than or equal
to the Step Barrier but the Underlying Return is less than the Step Return of 30.20%, the Payment at Maturity is equal to $13.02
per $10.00 Principal Amount of Securities, resulting in a total return on the Securities of 30.20%.
Example 2
—
The level
of the Underlying
increases
from an Initial Level of 1,000 to a Final Level of 1,750.
The Final Level is greater than
or equal to the Step Barrier and the Underlying Return is greater than the Step Return of
30.20%
:
Underlying Return = (1,750
– 1,000) / 1,000 = 75.00%
Payment at Maturity = $10
+ [$10 x the greater of (i) 30.20% and (ii) 75.00%] = $17.50
Because the Final Level is greater than or equal
to the Step Barrier and the Underlying Return is greater than the Step Return of 30.20%, the Payment at Maturity is equal to $17.50
per $10.00 Principal Amount of Securities, resulting in a total return on the Securities of 75.00%.
Example 3
—
The level of the Underlying
decreases
from an Initial Level of 1,000 to a Final Level of 850.
The Final Level is less than the Step Barrier but
greater than or equal to the Downside Threshold:
Underlying Return = (850
– 1,000) / 1,000 = -15.00%
Payment at Maturity = $10
+ ($10 x Contingent Absolute Return)
Payment at Maturity = ($10
+ ($10 x 15.00%)
= $11.50
Because the Final Level is less than the Step
Barrier but greater than or equal to the Downside Threshold on the Final Valuation Date, the Contingent Absolute Return will apply
and MSFL will pay you a Payment at Maturity equal to $11.50 per $10.00 Principal Amount of Securities, resulting in a 15.00% percent
return on the Securities.
Example 4
—
The level of the Underlying
decreases
from an Initial Level of 1,000 to a Final Level of 600.
The Underlying Return is less than the Downside Threshold
and expressed as a formula:
Underlying Return = (600
– 1,000) / 1,000 = -40.00%
Payment at Maturity = $10
+ ($10
×
-40.00%) = $6.00
Because the Final Level is less than the Downside
Threshold on the Final Valuation Date, the Contingent Absolute Return will not apply and the Securities will be fully exposed to
any decline in the level of the Underlying as of the Final Valuation Date. Therefore, the Payment at Maturity is equal to $6.00
per $10.00 Principal Amount of Securities, resulting in a total loss on the Securities of 40.00%.
If the Final Level is below the Downside
Threshold on the Final Valuation Date, the Contingent Absolute Return will not apply, the Securities will be fully exposed to any
decline in the Underlying, and you will lose more than 25%, and possibly all, of your Principal Amount at maturity.
Scenario Analysis – Hypothetical
Payment at Maturity for each $10.00 Principal Amount of Securities.
Performance
of the Underlying*
|
Performance
of the Securities
|
Final Level
|
Underlying
Return
|
Payment
at Maturity
|
Return
on Securities Purchased at $10.00
(1)
|
2,000
|
100.00%
|
$20.00
|
100.00%
|
1,900
|
90.00%
|
$19.00
|
90.00%
|
1,800
|
80.00%
|
$18.00
|
80.00%
|
1,700
|
70.00%
|
$17.00
|
70.00%
|
1,600
|
60.00%
|
$16.00
|
60.00%
|
1,500
|
50.00%
|
$15.00
|
50.00%
|
1,400
|
40.00%
|
$14.00
|
40.00%
|
1,302
|
30.20%
|
$13.02
|
30.20%
|
1,300
|
30.00%
|
$13.00
|
30.20%
|
1,200
|
20.00%
|
$13.02
|
30.20%
|
1,100
|
10.00%
|
$13.02
|
30.20%
|
1,000
|
0.00%
|
$13.02
|
30.20%
|
900
|
-10.00%
|
$11.00
|
10.00%
|
800
|
-20.00%
|
$12.00
|
20.00%
|
750
|
-25.00%
|
$12.50
|
25.00%
|
740
|
-26.00%
|
$7.40
|
-26.00%
|
700
|
-30.00%
|
$7.00
|
-30.00%
|
600
|
-40.00%
|
$6.00
|
-40.00%
|
500
|
-50.00%
|
$5.00
|
-50.00%
|
400
|
-60.00%
|
$4.00
|
-60.00%
|
300
|
-70.00%
|
$3.00
|
-70.00%
|
200
|
-80.00%
|
$2.00
|
-80.00%
|
100
|
-90.00%
|
$1.00
|
-90.00%
|
0
|
-100.00%
|
$0.00
|
-100.00%
|
*.
The Underlying excludes cash dividend
payments on stocks included in the Underlying.
(1) The “Return on Securities”
is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $10 Principal Amount Security
to the purchase price of $10 per Security.
What are the tax consequences of the Securities?
|
Prospective investors
should note that the discussion under the section called “United States Federal Taxation” in the accompanying prospectus
supplement does not apply to the Securities issued under this pricing supplement and is superseded by the following discussion.
The following summary is a general discussion
of the principal U.S. federal income tax consequences and certain estate tax consequences of the ownership and disposition of the
Securities. This discussion applies only to investors in the Securities who:
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t
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purchase the Securities in the original offering;
and
|
|
t
|
hold the Securities as capital assets within the meaning
of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”).
|
This discussion does not describe all of the
tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject
to special rules, such as:
|
t
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certain financial institutions;
|
|
t
|
certain dealers and traders in securities or commodities;
|
|
t
|
investors holding the Securities as part of a “straddle,”
wash sale, conversion transaction, integrated transaction or constructive sale transaction;
|
|
t
|
U.S. Holders (as defined below) whose functional currency
is not the U.S. dollar;
|
|
t
|
partnerships or other entities classified as partnerships
for U.S. federal income tax purposes;
|
|
t
|
regulated investment companies;
|
|
t
|
real estate investment trusts; or
|
|
t
|
tax-exempt entities, including “individual retirement
accounts” or “Roth IRAs” as defined in Section 408 or 408A of the Code, respectively.
|
If an entity that is classified as a partnership
for U.S. federal income tax purposes holds the Securities, the U.S. federal income tax treatment of a partner will generally depend
on the status of the partner and the activities of the partnership. If you are a partnership holding the Securities or a partner
in such a partnership, you should consult your tax adviser as to the particular U.S. federal tax consequences of holding and disposing
of the Securities to you.
In addition, we will not attempt to ascertain
whether any issuer of any shares to which a Security relates (such shares hereafter referred to as “Underlying Shares”)
is treated as a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297 of the
Code. If any issuer of Underlying Shares were so treated, certain adverse U.S. federal income tax consequences might apply to a
U.S. Holder upon the sale, exchange or settlement of the Securities. You should refer to information filed with the Securities
and Exchange Commission or other governmental authorities by the issuers of the Underlying Shares and consult your tax adviser
regarding the possible consequences to you if any issuer is or becomes a PFIC.
As the law applicable to the U.S. federal income
taxation of instruments such as the Securities is technical and complex, the discussion below necessarily represents only a general
summary. Moreover, the effect of any applicable state, local or non-U.S. tax laws is not discussed, nor are any alternative minimum
tax consequences or consequences resulting from the Medicare tax on investment income.
This discussion is based on the Code, administrative
pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date of this pricing supplement,
changes to any of which subsequent to the date hereof may affect the tax consequences described herein. Persons considering the
purchase of the Securities should consult their tax advisers with regard to the application of the U.S. federal income tax laws
to their particular situations as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
General
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, 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.
Due to the absence of statutory, judicial
or administrative authorities that directly address the treatment of the Securities or instruments that are similar to the Securities
for U.S. federal income tax purposes, no assurance can be given that the Internal Revenue Service (the “IRS”) or a
court will agree with the tax treatment described herein. Accordingly, you should consult your tax adviser regarding all aspects
of the U.S. federal tax consequences of an investment in the Securities (including possible alternative treatments of the Securities).
Unless otherwise stated, the following discussion is based on the treatment of the Securities as described in the previous paragraph.
Tax Consequences to U.S. Holders
This section applies to you only if you are
a U.S. Holder. As used herein, the term “U.S. Holder” means a beneficial owner of a Security that is, for U.S. federal
income tax purposes:
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t
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a citizen or individual resident of the United States;
|
|
t
|
a corporation, or other entity taxable as a corporation,
created or organized in or under the laws of the United States, any state thereof or the District of Columbia; or
|
|
t
|
an estate or trust the income of which is subject
to U.S. federal income taxation regardless of its source.
|
Tax Treatment of the Securities
Assuming the treatment of the Securities as
set forth above is respected, the following U.S. federal income tax consequences should result.
Tax Treatment Prior to Settlement.
A U.S. Holder should not be required to recognize taxable income over the term of the Securities prior to settlement, other than
pursuant to a sale or exchange as described below.
Tax Basis
. A U.S. Holder’s tax
basis in the Securities should equal the amount paid by the U.S. Holder to acquire the Securities.
Sale, Exchange or Settlement of the Securities
.
Upon a sale, exchange or settlement of the Securities, a U.S. Holder should recognize gain or loss equal to the difference between
the amount realized on the sale, exchange or settlement and the U.S. Holder’s tax basis in the Securities sold, exchanged
or settled. Subject to the discussion above regarding the possible application of Section 1297 of the Code, any gain or loss recognized
upon the sale, exchange or settlement of the Securities should be long-term capital gain or loss if the U.S. Holder has held the
Securities for more than one year at such time, and short-term capital gain or loss otherwise.
Possible Alternative Tax Treatments of
an Investment in the Securities
Due to the absence of authorities that directly
address the proper tax treatment of the Securities, no assurance can be given that the IRS will accept, or that a court will uphold,
the treatment described above. In particular, the IRS could seek to analyze the U.S. federal income tax consequences of owning
the Securities under Treasury regulations governing contingent payment debt instruments (the “Contingent Debt Regulations”).
If the IRS were successful in asserting that the Contingent Debt Regulations applied to the Securities, the timing and character
of income thereon would be significantly affected. Among other things, a U.S. Holder would be required to accrue into income original
issue discount on the Securities every year at a “comparable yield” determined at the time of their issuance, adjusted
upward or downward to reflect the difference, if any, between the actual and the projected amount of the contingent payment on
the Securities. Furthermore, any gain realized by a U.S. Holder at maturity or upon a sale, exchange or other disposition of the
Securities would generally be treated as ordinary income, and any loss realized would be treated as ordinary loss to the extent
of the U.S. Holder’s prior accruals of original issue discount and as capital loss thereafter. 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.
Other alternative federal income tax treatments
of the Securities are also possible, which, if applied, could significantly affect the timing and character of the income or loss
with respect to the Securities. 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; and whether these instruments are or should be subject
to the “constructive ownership” rule, which very generally can operate to recharacterize certain long-term capital
gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective
dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely
affect the tax consequences of an investment in the Securities, possibly with retroactive effect. U.S. Holders should consult their
tax advisers regarding the U.S. federal income tax consequences of an investment in the Securities, including possible alternative
treatments and the issues presented by this notice.
Backup Withholding and Information Reporting
Backup withholding may apply in respect of
the payment on the Securities at maturity and the payment of proceeds from a sale, exchange or other disposition of the Securities,
unless a U.S. Holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies
with applicable requirements of the backup withholding rules. The
amounts withheld under the backup withholding
rules are not an additional tax and may be refunded, or credited against the U.S. Holder’s U.S. federal income tax liability,
provided that the required information is timely furnished to the IRS. In addition, information returns may be filed with the IRS
in connection with the payment on the Securities and the payment of proceeds from a sale, exchange or other disposition of the
Securities, unless the U.S. Holder provides proof of an applicable exemption from the information reporting rules.
Tax Consequences to Non-U.S. Holders
This section applies to you only if you are
a Non-U.S. Holder. As used herein, the term “Non-U.S. Holder” means a beneficial owner of a Security that is, for U.S.
federal income tax purposes:
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|
an individual who is classified as a nonresident alien;
|
|
t
|
a foreign corporation; or
|
|
t
|
a foreign estate or trust.
|
The term “Non-U.S. Holder” does
not include any of the following holders:
|
t
|
a holder who is an individual present in the United
States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S.
federal income tax purposes;
|
|
t
|
certain former citizens or residents of the United
States; or
|
|
t
|
a holder for whom income or gain in respect of the
Securities is effectively connected with the conduct of a trade or business in the United States.
|
Such holders should consult their tax advisers
regarding the U.S. federal income tax consequences of an investment in the Securities.
Tax Treatment upon Sale, Exchange or
Settlement of the Securities
In
general.
Assuming the treatment of the Securities as set forth above is respected, and subject to the discussions below concerning
backup withholding and the possible application of Section 871(m) of the Code, a Non-U.S. Holder of the Securities generally will
not be subject to U.S. federal income or withholding tax in respect of amounts paid to the Non-U.S. Holder.
Subject to the discussions regarding the possible
application of Section 871(m) and FATCA, if all or any portion of a Security were recharacterized as a debt instrument, any payment
made to a Non-U.S. Holder with respect to the Securities would not be subject to U.S. federal withholding tax, provided that:
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the Non-U.S. Holder does not own, directly or by attribution,
ten percent or more of the total combined voting power of all classes of Morgan Stanley stock entitled to vote;
|
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t
|
the Non-U.S. Holder is not a controlled foreign corporation
related, directly or indirectly, to Morgan Stanley through stock ownership;
|
|
t
|
the Non-U.S. Holder is not a bank receiving interest
under Section 881(c)(3)(A) of the Code, and
|
|
t
|
the certification requirement described below has
been fulfilled with respect to the beneficial owner.
|
Certification Requirement.
The certification
requirement referred to in the preceding paragraph will be fulfilled if the beneficial owner of a Security (or a financial institution
holding a Security on behalf of the beneficial owner) furnishes to the applicable withholding agent an IRS Form W-8BEN (or other
appropriate form) on which the beneficial owner certifies under penalties of perjury that it is not a U.S. person.
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. Among the issues addressed in the notice is the degree, if any, to which any income with respect to instruments
such as the Securities should be subject to U.S. withholding tax. It is possible that any Treasury regulations or other guidance
promulgated after consideration of this issue could materially and adversely affect the withholding tax consequences of ownership
and disposition of the Securities, possibly on a retroactive basis. Non-U.S. Holders should note that we currently do not intend
to withhold on any payment made with respect to the Securities to Non-U.S. Holders (subject to compliance by such holders with
the certification requirement described above and to the discussions below regarding Section 871(m) and FATCA). However, in the
event of a change of law or any formal or informal guidance by the IRS, the U.S. Treasury Department or Congress, we may decide
to withhold on payments made with respect to the Securities to Non-U.S. Holders, and we will not be required to pay any additional
amounts with respect to amounts withheld. Accordingly, Non-U.S. Holders should consult their tax advisers regarding all aspects
of the U.S. federal income tax consequences of an investment in the Securities, including the possible implications of the notice
referred to above.
Section 871(m) Withholding Tax on Dividend
Equivalents
Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend
equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices
that include U.S. equities (each, an “Underlying Security”). Subject to certain exceptions, Section 871(m) generally
applies to securities that substantially replicate the economic performance of one or more Underlying Securities, as determined
based on tests set forth in the applicable Treasury regulations (a “Specified Security”). However, pursuant to an IRS
notice, Section 871(m) will not apply to securities issued before January 1, 2021 that do not have a delta of one with respect
to any Underlying Security. Based on our determination that the Securities do not have a delta of one with respect to any Underlying
Security, our counsel is of the opinion that the Securities should not be Specified Securities and, therefore, should not be subject
to Section 871(m).
Our determination is not binding on the IRS,
and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances,
including whether you enter into other transactions with respect to an Underlying Security. If withholding is required, we will
not be required to pay any additional amounts with respect to the amounts so withheld. You should consult your tax adviser regarding
the potential application of Section 871(m) to the Securities.
U.S. Federal Estate Tax
Individual Non-U.S. Holders and entities the
property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for
example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers),
should note that, absent an applicable treaty exemption, the Securities may be treated as U.S. situs property subject to U.S. federal
estate tax. Prospective investors that are non-U.S. individuals, or are entities of the type described above, should consult their
tax advisers regarding the U.S. federal estate tax consequences of an investment in the Securities.
Backup Withholding and Information Reporting
Information returns may be filed with the IRS
in connection with the payment on the Securities at maturity as well as in connection with the payment of proceeds from a sale,
exchange or other disposition of the Securities. A Non-U.S. Holder may be subject to backup withholding in respect of amounts paid
to the Non-U.S. Holder, unless such Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person
for U.S. federal income tax purposes or otherwise establishes an exemption. Compliance with the certification procedures described
above under “―Tax Treatment upon Sale, Exchange or Settlement of the Securities – Certification Requirement”
will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding
from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability
and may entitle the Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
FATCA
Legislation commonly referred to as “FATCA”
generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect
to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied.
An intergovernmental agreement between the United States and the non-U.S. entity’s jurisdiction may modify these requirements.
FATCA generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source “fixed
or determinable annual or periodical” income. If the Securities were recharacterized as debt instruments, FATCA would apply
to any payment of amounts treated as interest and to payments of gross proceeds of the disposition (including upon retirement)
of the Securities. However, under recently proposed regulations (the preamble to which specifies that taxpayers are permitted to
rely on them pending finalization), no withholding will apply on payments of gross proceeds. If withholding were to apply to the
Securities, we would not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and Non-U.S. Holders
should consult their tax advisers regarding the potential application of FATCA to the Securities.
The discussion in the preceding paragraphs
under “What Are the Tax Consequences of the Securities,” insofar as it purports to describe provisions of U.S. federal
income tax laws or legal conclusions with respect thereto, constitutes the full opinion of Davis Polk & Wardwell LLP regarding
the material U.S. federal income tax consequences of an investment in the Securities.
The MSCI Emerging Markets Index
SM
|
The
MSCI Emerging Markets Index
SM
is a stock index calculated, published
and disseminated daily by MSCI Inc. (“MSCI”) and is intended to provide performance benchmarks for certain emerging
equity markets including Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia,
Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. For
additional information about the MSCI Emerging Markets Index
SM
, see the
information set forth under “MSCI Emerging Markets Index
SM
”
in the accompanying index supplement
.
“MSCI Emerging Markets
Index
SM
” is a trademark of MSCI. For more information, see “MSCI
Emerging Markets Index
SM
” and “MSCI Global Investable Market
Indices Methodology” in the accompanying index supplement.
|
Historical Information
|
The following table sets forth the published high and low Closing
Levels, as well as the end-of-quarter Closing Levels, of the MSCI Emerging Markets Index
SM
for each quarter in the period
from January 1, 2014 through May 29, 2019. The Closing Level of the MSCI Emerging Markets Index
SM
on May 29, 2019 was
985.44. We obtained the information in the table below from Bloomberg Financial Markets, without independent verification. The
historical Closing Levels of the MSCI Emerging Markets Index
SM
should not be taken as an indication of future performance,
and no assurance can be given as to the Closing Level of the MSCI Emerging Markets Index
SM
on the Final Valuation Date.
Quarter Begin
|
Quarter End
|
Quarterly High
|
Quarterly Low
|
Quarterly Close
|
1/1/2014
|
3/31/2014
|
1,002.66
|
916.56
|
994.65
|
4/1/2014
|
6/30/2014
|
1,057.59
|
993.12
|
1,050.78
|
7/1/2014
|
9/30/2014
|
1,100.98
|
1,005.33
|
1,005.33
|
10/1/2014
|
12/31/2014
|
1,016.07
|
909.98
|
956.31
|
1/1/2015
|
3/31/2015
|
993.82
|
934.73
|
974.57
|
4/1/2015
|
6/30/2015
|
1,067.01
|
959.42
|
972.25
|
7/1/2015
|
9/30/2015
|
971.91
|
771.77
|
792.05
|
10/1/2015
|
12/31/2015
|
868.56
|
771.22
|
794.14
|
1/1/2016
|
3/31/2016
|
836.80
|
688.52
|
836.80
|
4/1/2016
|
6/30/2016
|
853.69
|
781.84
|
834.10
|
7/1/2016
|
9/30/2016
|
927.29
|
819.19
|
903.46
|
10/1/2016
|
12/31/2016
|
918.68
|
838.96
|
862.27
|
1/1/2017
|
3/31/2017
|
973.08
|
861.88
|
958.37
|
4/1/2017
|
6/30/2017
|
1,019.11
|
952.92
|
1,010.80
|
7/1/2017
|
9/30/2017
|
1,112.92
|
1,002.48
|
1,081.72
|
10/1/2017
|
12/31/2017
|
1,158.45
|
1,082.97
|
1,158.45
|
1/1/2018
|
3/31/2018
|
1,273.07
|
1,142.85
|
1,170.88
|
4/1/2018
|
6/30/2018
|
1,184.13
|
1,046.71
|
1,069.52
|
7/1/2018
|
9/30/2018
|
1,092.36
|
1,003.33
|
1,047.91
|
10/1/2018
|
12/31/2018
|
1,046.40
|
934.80
|
965.78
|
1/1/2019
|
3/31/2019
|
1,070.95
|
949.57
|
1,058.13
|
4/1/2019
|
5/29/2019*
|
1,096.39
|
984.81
|
985.44
|
* Available information
for the indicated period includes data for less than the entire calendar quarter, and, accordingly, the “Quarterly High,”
“Quarterly Low” and “Quarterly Close” data indicated are for this shortened period only.
The graph below illustrates the performance of the MSCI Emerging
Markets Index
SM
from January 1, 2008 through May 29, 2019, based on information from Bloomberg.
Past performance
of the MSCI Emerging Markets Index
SM
is not indicative of the future performance of the MSCI Emerging Markets Index
SM
.
Additional Terms of the Securities
|
If the terms contained in this pricing supplement
differ from those contained in the prospectus supplement, index supplement or prospectus, the terms contained in this pricing supplement
will control.
Some Definitions
We have defined some of the terms that we
use frequently in this pricing supplement below:
|
t
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“Closing Level”
means, on any Index Business Day for the Underlying, the closing value of the Underlying, or any Successor Underlying (as defined
under “—Discontinuance of the Underlying; Alteration of Method of Calculation” below) reported by Bloomberg Financial
Services, or any successor reporting service the Calculation Agent may select, on that Index Business Day. In certain circumstances,
the Closing Level will be based on the alternate calculation of the Underlying as described under “—Discontinuance
of the Underlying; Alteration of Method of Calculation.”
|
The Closing Level
of the Underlying reported by Bloomberg Financial Services may be lower or higher than the official Closing Level of such Underlying
published by the Underlying Publisher.
|
t
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“Underlying Publisher”
means MSCI Inc. or any successor thereto.
|
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t
|
“Index Business Day”
means a day, for the Underlying, as determined by the Calculation Agent, on which trading is generally conducted on each of the
Relevant Exchange(s) for the Underlying, other than a day on which trading on such exchange(s) is scheduled to close prior to the
time of the posting of its regular final weekday closing price.
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t
|
“Market Disruption
Event” means:
|
|
(i)
|
the occurrence or existence of any of:
|
(a) a suspension,
absence or material limitation of trading of stocks then constituting 20 percent or more of the value of the Underlying (or the
Successor Underlying (as defined below under “—Discontinuance of the Underlying; Alteration of Method of Calculation”))
on the Relevant Exchange for such securities for more than two hours of trading or during the one-half hour period preceding the
close of the principal trading session on such Relevant Exchange, or
(b) a breakdown
or failure in the price and trade reporting systems of any Relevant Exchange as a result of which the reported trading prices for
stocks then constituting 20 percent or more of the value of the Underlying (or the Successor Underlying) during the last one-half
hour preceding the close of the principal trading session on such Relevant Exchange are materially inaccurate, or
(c) the suspension,
material limitation or absence of trading on any major U.S. securities market for trading in futures or options contracts or exchange-traded
funds related to the Underlying (or the Successor Underlying) for more than two hours of trading or during the one-half hour period
preceding the close of the principal trading session on such market,
in each case as
determined by the Calculation Agent in its sole discretion; and
(ii) a
determination by the Calculation Agent in its sole discretion that any event described in clause (i) above materially interfered
with our ability or the ability of any of our affiliates to unwind or adjust all or a material portion of the hedge position with
respect to the Securities.
For the purpose of determining
whether a Market Disruption Event exists at any time, if trading in a security included in the Underlying is materially suspended
or materially limited at that time, then the relevant percentage contribution of that security to the value of the Underlying shall
be based on a comparison of (x) the portion of the value of the Underlying attributable to that security relative to (y) the overall
value of the Underlying, in each case immediately before that suspension or limitation.
For the purpose
of determining whether a Market Disruption Event has occurred: (1) a limitation on the hours or number of days of trading will
not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the Relevant Exchange
or market, (2) a decision to permanently discontinue trading in the relevant futures or options contract or exchange-traded fund
will not constitute a Market Disruption Event, (3) a suspension of trading in futures or options contracts or exchange-traded funds
on the Underlying by the primary securities market trading in such contracts or funds by reason of (a) a price change exceeding
limits set by such securities exchange or market, (b) an imbalance of orders relating to such contracts or funds, or (c) a disparity
in bid and ask quotes relating to such contracts or funds will constitute a suspension, absence or material limitation of trading
in futures or options contracts or exchange-traded funds related to the Underlying and (4) a “suspension, absence or material
limitation of trading” on any Relevant Exchange or on the primary market on which futures or options contracts or exchange-traded
funds related to the Underlying are traded will not include any time when such securities market is itself closed for trading under
ordinary circumstances.
|
t
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“Relevant Exchange”
means, with respect to the Underlying, the primary exchange(s) or market(s) of trading for (i) any security then included in the
Underlying, or any Successor Underlying, and (ii) any futures or options contracts related to the Underlying or to any security
then included in the Underlying.
|
Postponement of Final Valuation Date
and Maturity Date
If the scheduled Final Valuation Date is
not an Index Business Day or if a Market Disruption Event with respect to the Underlying occurs on such date, the Closing Level
for such date will be determined on the immediately succeeding Index Business Day on which no Market Disruption Event shall have
occurred; provided that the Closing Level with respect to the Final Valuation Date will not be determined on a date later than
the fifth scheduled Index Business Day after the scheduled Final Valuation Date, and if such date is not an Index Business Day
or if there is a Market Disruption Event on such date, the Calculation Agent will determine the Closing Level of the Underlying
on such date in accordance with the formula for calculating such Underlying last in effect prior to the commencement of the Market
Disruption Event (or prior to the non-Index Business Day), without rebalancing or substitution, using the closing price (or, if
trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing
price that would have prevailed but for such suspension, limitation or non-Index Business Day) on such date of each security most
recently constituting the Underlying.
If the Final Valuation Date is postponed
so that it falls less than two business days prior to the scheduled Maturity Date, the Maturity Date will be the second business
day following the Final Valuation Date, as postponed.
Alternate Exchange Calculation in case
of an Event of Default
If an event of default with respect to the Securities shall have
occurred and be continuing, the amount declared due and payable upon any acceleration of the Securities (the “Acceleration
Amount”) will be an amount, determined by the Calculation Agent in its sole discretion, that is equal to the cost of having
a Qualified Financial Institution, of the kind and selected as described below, expressly assume all our payment and other obligations
with respect to the Securities as of that day and as if no default or acceleration had occurred, or to undertake other obligations
providing substantially equivalent economic value to you with respect to the Securities. That cost will equal:
|
o
|
the lowest amount that a Qualified Financial Institution would charge to effect this assumption or undertaking, plus
|
|
o
|
the reasonable expenses, including reasonable attorneys’ fees, incurred by the holders of the Securities in preparing
any documentation necessary for this assumption or undertaking.
|
During the Default Quotation Period for the Securities, which
we describe below, the holders of the Securities and/or we may request a Qualified Financial Institution to provide a quotation
of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the
other party in writing of the quotation. The amount referred to in the first bullet point above will equal the lowest—or,
if there is only one, the only—quotation obtained, and as to which notice is so given, during the Default Quotation Period.
With respect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds,
to the assumption or undertaking by the Qualified Financial Institution providing the quotation and notify the other party in writing
of those grounds within two business days after the last day of the Default Quotation Period, in which case that quotation will
be disregarded in determining the Acceleration Amount.
Notwithstanding the foregoing, if a voluntary or involuntary
liquidation, bankruptcy or insolvency of, or any analogous proceeding is filed with respect to MSFL or Morgan Stanley, then depending
on applicable bankruptcy law, your claim may be limited to an amount that could be less than the Acceleration Amount.
If the maturity of the Securities is accelerated because of an
event of default as described above, we shall, or shall cause the Calculation Agent to, provide written notice to the Trustee at
its New York office, on which notice the Trustee may conclusively rely, and to the Depositary of the Acceleration Amount and the
aggregate cash amount due, if any, with respect to the Securities as promptly as possible and in no event later than two business
days after the date of such acceleration.
Default Quotation Period
The Default Quotation Period is the period beginning on the day
the Acceleration Amount first becomes due and ending on the third business day after that day, unless:
|
o
|
no quotation of the kind referred to above is obtained, or
|
|
o
|
every quotation of that kind obtained is objected to within five business days after the due date as described above.
|
If either of these two events occurs, the Default Quotation Period
will continue until the third business day after the first business day on which prompt notice of a quotation is given as described
above. If that quotation is objected to as described above within five business days after that first business day, however, the
Default Quotation Period will continue as described in the prior sentence and this sentence.
In any event, if the Default Quotation Period and the subsequent
two business day objection period have not ended before the Final Valuation Date, then the Acceleration Amount will equal the principal
amount of the Securities.
Qualified Financial Institutions
For the purpose of determining the Acceleration Amount at any
time, a Qualified Financial Institution must be a financial institution organized under the laws of any jurisdiction in the United
States or Europe, which at that time has outstanding debt obligations with a stated maturity of one year or less from the date
of issue and rated either:
|
o
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A-2 or higher by Standard & Poor’s Ratings Services or any successor, or any other comparable rating then used by
that rating agency, or
|
|
o
|
P-2 or higher by Moody’s Investors Service or any successor, or any other comparable rating then used by that rating
agency.
|
Discontinuance of the Underlying; Alteration
of Method of Calculation
If the Underlying Publisher of the Underlying
discontinues publication of the Underlying and the Underlying Publisher or another entity (including MS & Co.) publishes a
successor or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued
Underlying (such index being referred to herein as a “Successor Underlying”), then any subsequent Closing Level of
the Underlying will be determined by reference to the published value of such Successor Underlying at the regular weekday close
of trading on any Index Business Day that the Closing Level is to be determined, and, to the extent the Closing Level of the Successor
Underlying differs from the Closing Level of the Underlying at the time of such substitution, proportionate adjustments will be
made by the Calculation Agent to the Initial Level, Step Barrier and Downside Threshold.
Upon any selection by the Calculation Agent
of a Successor Underlying, the Calculation Agent will cause written notice thereof to be furnished to the Trustee, to us and to
the Depositary, as holder of the Securities, within three business days of such selection. We expect that such notice will be made
available to you, as a beneficial owner of such Securities, in accordance with the standard rules and procedures of the Depositary
and its direct and indirect participants.
If the Underlying Publisher discontinues publication
of the Underlying prior to, and such discontinuance is continuing on, the Final Valuation Date and the Calculation Agent determines,
in its sole discretion, that no Successor Underlying is available at such time, then the Calculation Agent will determine the Closing
Level of the Underlying for such date. The Closing Level of the Underlying will be computed by the Calculation Agent in accordance
with the formula for and method of calculating the Underlying last in effect prior to such discontinuance, using the closing price
(or, if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the
closing price that would have prevailed but for such suspension or limitation) at the close of the principal trading session of
the Relevant Exchange on the Final Valuation Date of each security most recently constituting the Underlying without any rebalancing
or substitution of such securities following such discontinuance. Notwithstanding these alternative arrangements, discontinuance
of the publication of the Underlying may adversely affect the value of the Securities.
If at any time the method of calculating the
Underlying or Successor Underlying, or the value thereof, is changed in a material respect, or if the Underlying or Successor Underlying
is in any other way modified so that such index does not, in the opinion of the Calculation Agent, fairly represent the value of
such index had such changes or modifications not been made, then, from and after such time, the Calculation Agent will, at the
close of business in New York City on each date on which the Closing Level is to be determined, make such calculations and adjustments
as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a value of a stock index comparable
to the Underlying or Successor Underlying, as the case may be, as if such changes or modifications had not been made, and the Calculation
Agent will calculate the Closing Level with reference to the Underlying or Successor Underlying, as adjusted. Accordingly, if the
method of calculating the Underlying or Successor Underlying is modified so that the value of such index is a fraction of what
it would have been if it had not been modified (e.g., due to a split in the index), then the Calculation Agent will adjust such
index in order to arrive at a value of the Underlying or Successor Underlying as if it had not been modified (e.g., as if such
split had not occurred).
Trustee
The “Trustee” for each offering
of notes issued under our Senior Debt Indenture, including the Securities, will be The Bank of New York Mellon, a New York banking
corporation.
Agent
The “agent” is MS & Co.
Calculation Agent and Calculations
The “Calculation Agent” for
the Securities will be MS & Co. As Calculation Agent, MS & Co. will determine, among other things, the Initial Level, the
Downside Threshold, the Step Return, the Final Level, the Underlying Return and the Payment at Maturity.
All determinations made by the Calculation
Agent will be at the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all
purposes and binding on you, the Trustee and us.
All calculations with respect to the Payment
at Maturity, if any, will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (e.g., .876545
would be rounded to .87655); all dollar amounts related to determination of the amount of cash payable per Security will be rounded
to the nearest ten-thousandth, with five one hundred-thousandths rounded upward (e.g., .76545 would be rounded up to .7655); and
all dollar amounts paid on the aggregate number of Securities will be rounded to the nearest cent, with one-half cent rounded upward.
Because the Calculation Agent is our affiliate,
the economic interests of the Calculation Agent and its affiliates may be adverse to your interests, as an owner of the Securities,
including with respect to certain determinations and judgments that the Calculation Agent must make in determining the Final Level
or whether a Market Disruption Event has occurred. See “—Discontinuance of the Underlying; Alteration of Method of
Calculation,” and the definition of Market Disruption Event. MS & Co. is obligated to carry out its duties and functions
as Calculation Agent in good faith and using its reasonable judgment.
Issuer Notice to Registered Security
Holders, the Trustee and the Depositary
In the event that the
Maturity Date of the Securities is postponed due to a postponement of the Final Valuation Date, the Issuer shall give notice of
such postponement and, once it has been determined, of the date to which the Maturity Date has been rescheduled (i) to each registered
holder of the Securities by mailing notice of such postponement by first class mail, postage prepaid, to such registered holder’s
last address as it shall appear upon the registry books, (ii) to the Trustee by facsimile confirmed by mailing such notice to the
Trustee by first class mail, postage prepaid, at its New York office and (iii) to The Depository Trust Company (the “Depositary”)
by telephone or facsimile confirmed by mailing such notice to the Depositary by first class mail, postage prepaid. Any notice that
is mailed to a registered holder of the Securities in the manner herein provided shall be conclusively presumed to have been duly
given to such registered holder, whether or not such registered holder receives the notice. The Issuer shall give such notice as
promptly as possible, and in no case later than (i) with respect to notice of postponement of the Maturity Date, the Business Day
immediately preceding the scheduled Maturity Date and (ii) with respect to notice of the date to which the Maturity Date has been
rescheduled, the Business Day immediately following the Final Valuation Date as postponed.
The Issuer shall, or shall
cause the Calculation Agent to, (i) provide written notice to the Trustee and to the Depositary of the amount of cash, if any,
to be delivered with respect to each stated principal amount of the Securities, on or prior to 10:30 a.m. (New York City time)
on the Business Day preceding the Maturity Date, and (ii) deliver the aggregate cash amount due with respect to the Securities,
if any, to the Trustee for delivery to the Depositary, as holder of the Securities, on the Maturity Date.
Additional Information About the Securities
|