M
organ
S
tanley
F
inance
LLC
Structured
Investments
|
Free Writing Prospectus to Preliminary
Terms No. 2,106
Registration Statement Nos. 333-221595;
333-221595-01
Dated June 3, 2019
Filed pursuant to Rule 433
|
Contingent
Income Auto-Callable Securities due December 31, 2020, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst
Performing of the Russell 2000
®
Index, the Dow Jones Industrial Average
SM
and the NASDAQ-100 Index
®
This document provides a summary of the terms of the securities
offered by Morgan Stanley Finance LLC. Investors should review carefully the accompanying preliminary terms, product supplement,
index supplement and prospectus prior to making an investment decision.
SUMMARY TERMS
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Issuer:
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Morgan Stanley Finance LLC (“MSFL”)
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Guarantor:
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Morgan Stanley
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Underlying indices:
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Russell 2000
®
Index (the “RTY Index”), the Dow Jones Industrial Average
SM
(the “INDU Index”) and the NASDAQ-100 Index
®
(the “NDX Index”). For more information about the underlying indices, see the accompanying preliminary terms.
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Stated principal amount:
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$1,000 per security
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Pricing date:
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June 28, 2019
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Original issue date:
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July 3, 2019 (3 business days after the pricing date)
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Maturity date:
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December 31, 2020
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Early redemption:
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The securities are not subject to automatic early redemption
until six months after the original issue date.
Following this initial 6-month non-call period, if, on any of the four redemption
determination dates, beginning on December 30, 2019, the index closing value of each underlying index is
greater than or equal
to
its respective initial index value, the securities will be automatically redeemed for an early redemption payment on the
related early redemption date. No further payments will be made on the securities once they have been redeemed.
The securities will not be redeemed early on any early redemption
date if the index closing value of any underlying index is below the respective initial index value for such underlying index on
the related redemption determination date.
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Early redemption payment:
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The early redemption payment will be an amount equal to (i) the stated principal amount for each security you hold plus (ii) the contingent monthly coupon with respect to the related observation date.
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Contingent monthly coupon:
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A
contingent
coupon at an annual rate of 10.00% to 12.00%
(corresponding to approximately $8.333 to $10.000 per month per security, to be determined on the pricing date)
will be
paid on the securities on each coupon payment date
but only if
the closing value of
each underlying index
is at or above its respective coupon barrier level on the related observation date.
If, on any observation date, the closing value of any underlying
index is less than the respective coupon barrier level for such underlying index, we will pay no coupon for the applicable monthly
period.
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Trigger event:
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A trigger event occurs if, on any index business day from but excluding the pricing date to and including the final observation date, the closing level of
any
underlying index is less than its respective downside threshold level. If a trigger event occurs on
any index business day
during the term of the securities, you will be exposed to the downside performance of the worst performing underlying index at maturity.
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Payment at maturity:
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At maturity, investors will receive, in addition to the final
contingent monthly coupon payment, if payable, a payment at maturity determined as follows:
If a trigger event HAS NOT occurred on any index business day
from but excluding the pricing date to and including the final observation date
: the stated principal amount
If a trigger event HAS occurred on any index business day from
but excluding the pricing date to and including the final observation date:
(i) the stated principal amount
multiplied by
(ii) the index performance factor of the worst performing underlying index, subject to a maximum payment at maturity of the
stated principal amount.
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Agent:
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Morgan Stanley & Co. LLC, an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms. The agent commissions will be as set forth in the final pricing supplement.
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Estimated value on the pricing date:
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Approximately $980.30 per security, or within $15.00 of that estimate. See “Investment Summary” in the accompanying preliminary terms.
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Terms continued on the following page
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Overview
The securities offered are unsecured obligations of MSFL and are
fully and unconditionally guaranteed by Morgan Stanley. The securities have the terms described in the accompanying preliminary
terms, product supplement, index supplement and prospectus. The securities do not guarantee the repayment of principal and do not
provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon
but only if
the
index closing value of
each of
the Russell 2000
®
Index, the Dow Jones Industrial Average
SM
and
the NASDAQ-100 Index
®
is
at or above
its coupon barrier level of 70% of its respective initial index
value on the related observation date. If, however, the index closing value of
any
underlying index is less than its coupon
barrier level on any observation date, we will pay no interest for the related monthly period. In addition, the securities will
be automatically redeemed if the index closing value
of each
underlying index is greater than or equal to its respective
initial index value on any of the four quarterly redemption determination dates (beginning approximately six months after the original
issue date) for the early redemption payment equal to the sum of the stated principal amount plus the related contingent monthly
coupon. At maturity, if the securities have not previously been redeemed and the index closing value of
each
underlying
index has remained greater than or equal to 70% of the respective initial index value, which we refer to as the downside threshold
level, on
each index business day
during the term of the securities, the payment at maturity will be the stated principal
amount and the related contingent monthly coupon. If, however, the index closing value of
any
underlying index is less than
its respective downside threshold level on
any index business day
during the term of the securities, a trigger event will
have occurred and investors will be fully exposed to the decline in the worst performing underlying index on a 1-to-1 basis and,
if the final index value of
any
underlying index is less than its initial index value, investors will receive a payment
at maturity that is less than the stated principal amount of the securities and could be zero.
Accordingly,
i
nvestors
in the securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving
any contingent monthly coupons throughout the 1.5-year term of the securities.
Because all payments on the securities are based
on the worst performing of the underlying indices, a decline beyond the respective coupon barrier level or respective downside
threshold level, as applicable, of any underlying index will result in few or no contingent coupon payments and a potentially significant
loss of your investment, even if one or both of the other underlying indices have appreciated or have not declined as much. The
securities are for investors who are willing to risk their principal and seek an opportunity to earn interest at a potentially
above-market rate in exchange for the risk of receiving no monthly coupons over the entire 1.5-year term. Investors will not participate
in any appreciation of any underlying index. The securities are notes issued as part of MSFL’s Series A Global Medium-Term
Notes program.
All payments are subject to our credit risk. If we default
on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not
have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
Investing in the securities involves risks. See “Selected
Risks” on the following page and “Risk Factors” in the accompanying preliminary terms.
You should read this document together with the accompanying
preliminary terms, product supplement, index supplement and prospectus describing the offering before you decide to invest. You
may access the preliminary terms through the below link:
https://www.sec.gov/Archives/edgar/data/895421/000095010319007498/dp107974_fwp-ps2106.htm
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Terms continued from previous page:
Redemption determination dates:
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Beginning after six months, quarterly, on December 30, 2019, March 30, 2020, June 29, 2020 and September 28, 2020, subject to postponement for non-index business days and certain market disruption events.
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Early redemption dates:
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Beginning after six months, quarterly, on January 3, 2020, April 2, 2020, July 2, 2020 and October 1, 2020. If any such day is not a business day, that early redemption payment will be made on the next succeeding business day and no adjustment will be made to any early redemption payment made on that succeeding business day.
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Coupon barrier level:
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With respect to the RTY Index: 70% of its initial index value
With respect to the INDU Index: 70% of its initial index value
With respect to the NDX Index: 70% of its initial index value
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Downside threshold level:
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With respect to the RTY Index: 70% of its initial index value
With respect to the INDU Index: 70% of its initial index value
With respect to the NDX Index: 70% of its initial index value
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Initial index value:
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With respect to the RTY Index: its index closing value on the
pricing date
With respect to the INDU Index: its index closing value on the
pricing date
With respect to the NDX Index: its index closing value on the
pricing date
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Final index value:
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With respect to each index, the respective index closing value on the final observation date
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Worst performing underlying:
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The underlying index with the largest percentage decrease from the respective initial index value to the respective final index value
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Index performance factor:
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Final index value
divided by
the initial index value
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Coupon payment dates:
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Monthly, as set forth under “Observation Dates and Coupon Payment Dates” in the accompanying preliminary terms;
provided
that if any such day is not a business day, that contingent monthly coupon, if any, will be paid on the next succeeding business day and no adjustment will be made to any coupon payment made on that succeeding business day;
provided further
that the contingent monthly coupon, if any, with respect to the final observation date will be paid on the maturity date
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Observation dates:
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Monthly, as set forth under “Observation Dates and Coupon Payment Dates” in the accompanying preliminary terms, subject to postponement for non-index business days and certain market disruption events. We also refer to December 28, 2020 as the final observation date.
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CUSIP / ISIN:
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61769HFY6 / US61769HFY62
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Listing:
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The securities will not be listed on any securities exchange.
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The issuer has filed a registration statement (including a prospectus)
with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that
registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and
this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively,
the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request
it by calling toll-free 1-800-584-6837.
Risk Considerations
The risks set forth below are discussed in more detail in the
“Risk Factors” section in the accompanying preliminary terms. Please review those risk factors carefully prior to making
an investment decision.
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The securities do not guarantee the return
of any principal.
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The securities do not provide for the regular
payment of interest.
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You are exposed to the price risk of all three
underlying indices, with respect to both the contingent monthly coupons, if any, and the payment at maturity, if any.
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Because the securities are linked to the performance
of the worst performing underlying index, you are exposed to greater risks of receiving no contingent monthly coupons and sustaining
a significant loss on your investment than if the securities were linked to just one index.
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The contingent monthly coupon, if any, is
based on the value of each underlying index on only the related quarterly observation date at the end of the related interest period.
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Investors will not participate in any appreciation
in any underlying index.
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The market price will be influenced by many
unpredictable factors.
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The securities are subject to our credit risk,
and any actual or anticipated changes to our credit ratings or credit spreads may 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.
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The securities are linked to the Russell 2000
®
Index and are subject to risks associated with small-capitalization companies.
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Not equivalent to investing in the underlying
indices.
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The securities will not be listed on any securities
exchange and secondary trading may be limited. Accordingly, you should be willing to hold your securities for the entire 1.5-year
term of the securities.
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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 original issue price reduce the economic terms of the securities, cause the estimated value of the securities
to be less than the original issue price and will adversely affect secondary market prices.
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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.
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Hedging and trading activity by our affiliates
could potentially affect the value of the securities.
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The calculation agent, which is a subsidiary
of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities.
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Adjustments to the underlying indices could
adversely affect the value of the securities.
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The U.S. federal income tax consequences of
an investment in the securities are uncertain.
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Tax Considerations
You should review carefully the discussion in the accompanying
preliminary terms under the caption “Additional Information About the Securities– Tax considerations” concerning
the U.S. federal income tax consequences of an investment in the securities. However, you should consult your tax adviser regarding
all aspects of the U.S. federal income 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.
Hypothetical Examples
The following hypothetical examples illustrate how to determine
whether a contingent monthly coupon is paid with respect to an observation date and how to calculate the payment at maturity if
the securities have not been automatically redeemed early. The following examples are for illustrative purposes only. Whether you
receive a contingent monthly coupon will be determined by reference to the index closing value of each underlying index on each
monthly observation date, and the amount you will receive at maturity, if any, will be determined by reference to the index closing
value of each underlying index throughout the term of the securities. The actual initial index value, coupon barrier level and
downside threshold level for each underlying index will be determined on the pricing date. All payments on the securities, if any,
are subject to our credit risk. The numbers in the hypothetical examples below may have been rounded for the ease of analysis.
The below examples are based on the following terms:
Hypothetical Contingent Monthly Coupon:
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11.00% per annum (corresponding to approximately $9.167 per month
per security, the midpoint of the range set forth on the cover of this document)*
With respect to each coupon payment date, a contingent monthly
coupon is paid but only if the index closing value of each underlying is at or above its respective coupon barrier level on the
related observation date.
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Automatic Early Redemption:
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If the index closing value of
each
underlying index is greater than or equal to its initial index value on any of the four quarterly redemption determination dates (beginning approximately six months after the original issue date), the securities will be automatically redeemed for an early redemption payment equal to the stated principal amount plus the contingent monthly coupon with respect to the related observation date.
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Trigger event:
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A trigger event occurs if, on any index business day from but excluding the pricing date to and including the final observation date, the closing level of
any
underlying index is less than its respective downside threshold level. If a trigger event occurs on
any index business day
during the term of the securities, investors will be exposed to the downside performance of the worst performing underlying index at maturity.
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Payment at Maturity (if the securities have not been automatically redeemed early):
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At maturity, investors will receive, in addition to the final
contingent monthly coupon payment, if payable, a payment at maturity determined as follows:
If a trigger event HAS NOT occurred on any index business day
from but excluding the pricing date to and including the final observation date
: the stated principal amount
If a trigger event HAS occurred on any index business day from
but excluding the pricing date to and including the final observation date:
(i) the stated principal amount
multiplied by
(ii) the index performance factor of the worst performing underlying index, subject to a maximum payment at maturity of the
stated principal amount.
If a trigger event occurs and the final index value of
any
underlying index is less than its initial index value, the payment at maturity will be less than the stated principal amount of
the securities and could be zero.
Under no circumstances will investors participate in any appreciation
of any underlying index.
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Stated Principal Amount:
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$1,000
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Hypothetical Initial Index Value:
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With respect to the RTY Index: 1,700
With respect to the INDU Index: 24,800
With respect to the NDX Index: 7,200
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Hypothetical Coupon Barrier Level:
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With respect to the RTY Index: 1,190, which is 70% of the hypothetical
initial index value for such index
With respect to the INDU Index: 17,360, which is 70% of the hypothetical
initial index value for such index
With respect to the NDX Index: 5,040, which is 70% of the hypothetical
initial index value for such index
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Hypothetical Downside Threshold Level:
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With respect to the RTY Index: 1,190, which is 70% of the hypothetical
initial index value for such index
With respect to the INDU Index: 17,360, which is 70% of the hypothetical
initial index value for such index
With respect to the NDX Index: 5,040, which is 70% of the hypothetical
initial index value for such index
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* The actual contingent monthly coupon will be an amount determined
by the calculation agent based on the actual contingent monthly coupon rate and the number of days in the applicable payment period,
calculated on a 30/360 basis. The hypothetical contingent monthly coupon of $9.167 is used in these examples for ease of analysis.
How to determine whether a contingent monthly
coupon is payable with respect to an observation date:
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Closing Level
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Contingent Monthly Coupon
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RTY Index
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INDU Index
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NDX Index
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Hypothetical Observation Date 1
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1,500 (
at or above
coupon barrier level)
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17,450 (
at or above
coupon barrier level)
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6,300 (
at or above
coupon barrier level)
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$9.167
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Hypothetical Observation Date 2
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1,000 (
below
coupon barrier level)
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21,080 (
at or above
coupon barrier level)
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5,850 (
at or above
coupon barrier level)
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$0
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Hypothetical Observation Date 3
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1,500 (
at or above
coupon barrier level)
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20,584 (
at or above
coupon barrier level)
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4,500 (
below
coupon barrier level)
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$0
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Hypothetical Observation Date 4
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900 (
below
coupon barrier level)
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11,400 (
below
coupon barrier level)
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4,275 (
below
coupon barrier level)
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$0
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On hypothetical observation date 1, the RTY Index, the INDU Index
and the NDX Index all close at or above their respective coupon barrier levels. Therefore a contingent monthly coupon of $9.167
is paid on the relevant coupon payment date.
On each of the hypothetical observation dates 2 and 3, two underlying
indices close at or above their respective coupon barrier levels, but the other underlying index closes below its coupon barrier
level. Therefore, no contingent monthly coupon is paid on the relevant coupon payment date.
On hypothetical observation date 4, each underlying index closes
below its respective coupon barrier level, and, accordingly, no contingent monthly coupon is paid on the relevant coupon payment
date.
You will not receive a contingent monthly coupon on any coupon
payment date if the closing level of any underlying index is below its respective coupon barrier level on the related observation
date.
How to calculate the payment at maturity (if the
securities have not been automatically redeemed early):
Example 1: A trigger event HAS NOT occurred.
Final Index Value
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RTY Index: 2,000
INDU Index: 27,000
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NDX Index: 8,000
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Payment at Maturity
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=
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$1,000.00 + $9.167 (contingent monthly coupon for the final monthly period)
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=
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$1,009.167
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In example 1, the index closing values of the RTY Index, the INDU
Index and the NDX Index are all at or above their respective downside threshold levels on
each index business day
during
the term of the securities. Therefore, a trigger event has not occurred and investors receive at maturity the stated principal
amount of the securities and the contingent monthly coupon with respect to the final observation date. However, investors do not
participate in any appreciation of any underlying index.
Example 2: A trigger event HAS occurred.
Final Index Value
|
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RTY Index: 2,500
INDU Index: 22,100
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NDX Index: 5,760
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Payment at Maturity
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=
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$9.167 (contingent monthly coupon for the final monthly period) + [$1,000 x index performance factor of the worst performing underlying index, subject to a maximum of the stated principal amount]
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=
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$9.167 + [$1,000 x (5,760 / 7,200)]
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=
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$809.167
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In example 2, the index closing values of two underlying indices
are at or above their respective downside threshold levels on each index business day during the term of the securities, but the
index closing value of the other underlying index is below its downside threshold level on one or more index business days during
the term of the securities. The final index values of the RTY Index, the INDU Index and the NDX Index are at or above the respective
coupon barrier levels on the final observation date. However, because a trigger event has occurred, investors are exposed to the
downside performance of the worst performing underlying index at maturity, even though two of the underlying indices have appreciated.
Because the final index value of each underlying index is greater than its respective coupon barrier level, investors receive the
contingent monthly coupon with respect to the final observation date. The payment at maturity is an amount equal to the contingent
monthly coupon with respect to the final observation date
plus
(i) the stated principal amount
times
(ii) the index
performance factor of the worst performing underlying index.
Example 3: A trigger event HAS occurred.
Final Index Value
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RTY Index: 850
INDU Index: 20,000
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NDX Index: 4,680
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Payment at Maturity
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=
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$1,000 x index performance factor of the worst performing underlying index
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=
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$1,000 x (850 / 1,700) = $500
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=
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$500
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In example 3, the index closing values of the RTY Index, the INDU
Index and the NDX Index are all below the respective downside threshold levels on one or more index business days during the term
of the securities. Therefore, a trigger event has occurred, and investors are exposed to the downside performance of the worst
performing underlying index at maturity. Because the final index value of one or more of the underlying indices are below the respective
coupon barrier levels, investors do not receive the contingent monthly coupon with respect to the final observation date. The payment
at maturity is an amount equal to the stated principal amount
times
the index performance factor of the worst performing
underlying index.
If a trigger event occurs on any index business day during
the term of the securities, investors will have full downside exposure to the worst performing underlying index at maturity. Under
these circumstances, if the final index value of any underlying index is less than its respective initial index value, investors
will lose some or all of their investment in the securities.
Russell 2000
®
Index Historical
Performance
The following graph sets forth the daily index closing values of the Russell 2000
®
Index for each quarter in the period from January 1, 2014 through May 31, 2019. You should not take the historical values of the Russell 2000
®
Index as an indication of its future performance, and no assurance can be given as to the index closing value of the Russell 2000
®
Index on any day.
|
Russell 2000
®
Index
Daily Index Closing Values
January 1, 2014 to May
31, 2019
|
|
Dow Jones Industrial Average
SM
Index
Historical Performance
The following graph sets forth the daily index closing values
of the INDU Index for each quarter in the period from January 1, 2014 through May 31, 2019. You should not take the historical
values of the Dow Jones Industrial Average
SM
as an indication of its future performance, and no assurance can be given
as to the index closing value of the Dow Jones Industrial Average
SM
on any day.
Dow Jones Industrial
Average
SM
Index
Daily Index Closing Values
January 1, 2014 to May
31, 2019
|
|
NASDAQ-100 Index
®
Index Historical
Performance
The following graph sets forth the daily index closing values
of the NASDAQ-100 Index
®
for each quarter in the period from January 1, 2014 through May 31, 2019. You should not
take the historical values of the NASDAQ-100 Index
®
as an indication of its future performance, and no assurance
can be given as to the index closing value of the NASDAQ-100 Index
®
on any day.
NASDAQ-100 Index
®
Daily Index Closing Values
January 1, 2014 to May
31, 2019
|
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