CALCULATION OF REGISTRATION FEE
|
|
|
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Maximum Aggregate
|
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Amount of Registration
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Title of Each Class of Securities Offered
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Offering Price
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Fee
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Capped Dual Directional Contingent Buffer Equity Notes due 2020
|
|
$1,935,000
|
|
$234.52
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Pricing
Supplement
To prospectus dated November 16, 2017,
product supplement for knock-out notes dated November 16, 2017 and
index supplement dated November 16, 2017
|
Pricing Supplement
No. 2,161
Registration Statement
Nos. 333-221595; 333-221595-01
Dated June 21, 2019; Rule 424(b)(2)
|
Structured
Investments
|
Morgan Stanley
Finance
LLC
$1,935,000
Capped Dual-Directional Contingent
Buffer Equity Notes Linked to the S&P 500
®
Index due July 9, 2020
Fully and Unconditionally Guaranteed by Morgan
Stanley
Principal at Risk Securities
|
General
|
·
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The securities are designed for investors who seek an
unleveraged return (subject to the Maximum Upside Payment at Maturity of $1,070.00 per security) equal to any appreciation, or
an unleveraged return equal to the absolute value of any depreciation (of up to 17.40%), of the S&P 500
®
Index
at maturity, and who anticipate that the Final Average Index Value will not be less than the Initial Index Value by more than
17.40%. Investors should be willing to forgo interest and dividend payments, and, if a Knock-Out Event occurs, meaning
that the Final Average Index Value is less than the Initial Index Value by more than 17.40%, be willing to lose a significant
portion or all of their principal.
|
|
·
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Senior unsecured obligations of Morgan Stanley Finance
LLC (“MSFL”), fully and unconditionally guaranteed by Morgan Stanley, maturing July 9, 2020
†
.
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·
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Minimum purchase of $10,000. Minimum denominations
of $1,000 and integral multiples thereof.
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·
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The securities priced on June 21, 2019 and are expected
to settle on June 26, 2019.
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·
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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.
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Final Terms
Issuer:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Underlying Index:
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S&P 500
®
Index
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Knock-Out Event:
|
A Knock-Out Event occurs if the Final Average Index Value has decreased, as compared to the Initial Index Value, by
more than
the Knock-Out Buffer Amount (that is, if the Final Average Index Value is less than the Knock-Out Level).
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Knock-Out Buffer Amount:
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17.40%
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Knock-Out Level:
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2,437.080, which is approximately 82.60% of the Initial Index Value
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Payment at Maturity:
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If
a Knock-Out Event HAS NOT occurred
, you will receive a cash payment at maturity per security equal to:
·
if the Final Average Index Value is
greater than
the Initial Index Value: $1,000
plus
a return equal to $1,000
times
the greater of (i) the Contingent Minimum
Return and (ii) the Underlying Index Return, subject to the Maximum Upside Payment at Maturity; or
·
if the Final Average Index Value is
less than or
equal to
the Initial Index Value but is
greater than or equal to
the Knock Out Level: $1,000 + ($1,000 x Absolute Index
Return).
For additional clarification, please see “What is the Return
on the Securities at Maturity Assuming a Range of Performance for the Underlying Index?” beginning on page 3.
|
|
If a Knock-Out Event HAS occurred
, you will receive a
cash payment at maturity that will reflect the percentage depreciation in the Final Average Index Value from the Initial Index
Value on a 1-to-1 basis. Under these circumstances, your payment at maturity per $1,000 principal amount security will
be calculated as follows:
$1,000 + ($1,000 x Underlying Index Return).
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|
Under these circumstances, the Payment at Maturity will be less than the principal amount of $1,000, and will represent a loss of more than 17.40%, and possibly all, of your investment.
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Contingent Minimum Return:
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0%
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Maximum Upside Payment at Maturity:
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$1,070.00 per security (107% of the principal amount)
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Index Closing Value:
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On any day, the index closing value for the Underlying Index
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Underlying Index Return:
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Final
Average Index Value – Initial Index Value
Initial
Index Value
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Absolute Index Return:
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The absolute value of the Underlying Index Return. For example, a –5% Underlying Index Return will result in a +5% Absolute Index Return.
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Initial Index Value:
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2,950.46, which is the Index Closing Value on the Pricing Date
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Final Average Index Value:
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The arithmetic average of the Index Closing Values on each of the five Valuation Dates
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Valuation Dates:
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June 29, 2020, June 30, 2020, July 1, 2020, July 2, 2020 and July 6, 2020
†
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Maturity Date:
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July 9, 2020
†
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Pricing Date:
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June 21, 2019
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Issue Date:
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June 26, 2019 (3 business days after the Pricing Date)
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Listing:
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The securities will not be listed on any securities exchange.
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Estimated value on the Pricing Date:
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$986.10 per security. See “Additional Terms Specific To The Securities” on page 2.
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CUSIP / ISIN:
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61769HHL2 / US61769HHL24
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†
Subject to postponement
for non-index business days or in the event of a market disruption event and as described under “Description of Notes—Postponement
of Valuation Date(s) or Review Date(s)” in the accompanying product supplement for knock-out notes.
Investing in the securities involves a number of risks. See
“Risk Factors” beginning on page S-20 of the accompanying product supplement and “Selected Risk Considerations”
beginning on page 8 of this pricing supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the securities or passed upon the accuracy or the adequacy of this pricing
supplement or the accompanying product supplement for knock-out notes, index supplement and prospectus. Any representation
to the contrary is a criminal offense.
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Price to Public
(1)
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Fees and Commissions
(1)(2)
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Proceeds to Us
(3)
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Per security
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$1,000
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$10.00
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$990.00
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Total
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$1,935,000
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$19,350
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$1,915,650
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(1)
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J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A.
will act as placement agents for the securities. The placement agents will forgo fees for sales to certain fiduciary
accounts. The total fees represent the amount that the placement agents receive from sales to accounts other than such
fiduciary accounts. The placement agents will receive a fee from the Issuer or one of its affiliates that will not
exceed $10.00 per $1,000 principal amount of securities.
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(2)
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Please see “Supplemental Plan of Distribution;
Conflicts of Interest” in this pricing supplement for information about fees and commissions.
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(3)
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See “Use of Proceeds and Hedging” on page
11.
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The agent for this offering, Morgan
Stanley & Co. LLC (“MS & Co.”), is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See
“Supplemental Plan of Distribution; Conflicts of Interest” below.
The
securities are not deposits OR SAVINGS ACCOUNTS and are not insured by the Federal Deposit Insurance Corporation or any other governmental
agency OR INSTRUMENTALITY, nor are they obligations of, or guaranteed by, a bank.
References
to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively,
as the context requires.
Morgan Stanley
|
|
June 21, 2019
Additional Terms Specific to the
Securities
You should read this pricing supplement together with
the prospectus dated November 16, 2017, as supplemented by the product supplement for knock-out notes dated November 16, 2017 and
the index supplement dated November 16, 2017.
This pricing supplement, together
with the documents listed below, contains the terms of the securities, supplements the preliminary terms dated June 18, 2019 and
supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative
pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational
materials of ours.
You should carefully consider, among other things, the matters set forth in “Risk Factors”
in the accompanying product supplement for knock-out notes, as the securities involve risks not associated with conventional debt
securities. We urge you to consult your investment, legal, tax, accounting and other advisers in connection with your
investment in the securities.
You may access these documents on the SEC website
at
.
ww
.
w.sec.gov as follows
(or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
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·
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Index supplement dated November 16, 2017:
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https://www.sec.gov/Archives/edgar/data/895421/000095010317011283/dp82797_424b2-indexsupp.htm
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·
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Prospectus dated November 16, 2017:
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https://www.sec.gov/Archives/edgar/data/895421/000095010317011237/dp82798_424b2-base.htm
The original issue price of each security is $1,000. This
price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently,
the estimated value of the securities on the Pricing Date is less than $1,000. We estimate that the value of each security
on the Pricing Date is $986.10.
What goes into the estimated value on the Pricing
Date?
In valuing the securities on the Pricing Date, we
take into account that the securities comprise both a debt component and a performance-based component linked to the Underlying
Index. The estimated value of the securities is determined using our own pricing and valuation models, market inputs
and assumptions relating to the Underlying Index, instruments based on the Underlying Index, volatility and other factors including
current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied
interest rate at which our conventional fixed rate debt trades in the secondary market.
What determines the economic terms of the securities?
In determining the economic terms of the securities,
including the Contingent Minimum Return, the Knock-Out Level and the Maximum Upside Payment at Maturity, we use an internal funding
rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the
issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more
of the economic terms of the securities would be more favorable to you.
What is the relationship between the estimated
value on the Pricing Date and the secondary market price of the securities?
The price at which MS & Co. purchases the securities
in the secondary market, absent changes in market conditions, including those related to the Underlying Index, may vary from, and
be lower than, the estimated value on the Pricing Date, because the secondary market price takes into account our secondary market
credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and
other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are
not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may
buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the Underlying
Index, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We
expect that those higher values will also be reflected in your brokerage account statements.
MS & Co. may, but is not obligated to, make a
market in the securities, and, if it once chooses to make a market, may cease doing so at any time.
What is the Return on the Securities
at Maturity Assuming a Range of Performance for the Underlying Index?
The following table and graph illustrate the
hypothetical return at maturity on the securities. The “Return on Securities” as used in this pricing supplement
is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount security
to $1,000. The hypothetical returns set forth below reflect the Maximum Upside Payment at Maturity of $1,070.00 per
security and assume an Initial Index Value of 2,500, a Knock-Out Level of 2,065.00 (which is 82.60% of the hypothetical Initial
Index Value) and a Contingent Minimum Return of 0%. The actual Initial Index Value and Knock-Out Level are set forth
on the cover page of this pricing supplement. The hypothetical returns set forth below are for illustrative purposes only and may
not reflect the actual returns applicable to a purchaser of the securities.
Final Average Index Value
|
Underlying Index Return
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Return on Securities
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4,000.00
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60.00%
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7.00%
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3,750.00
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50.00%
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7.00%
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3,500.00
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40.00%
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7.00%
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3,250.00
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30.00%
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7.00%
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3,000.00
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20.00%
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7.00%
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2,875.00
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15.00%
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7.00%
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2,750.00
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10.00%
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7.00%
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2,675.00
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7.00%
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7.00%
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2,625.00
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5.00%
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5.00%
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2,562.50
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2.50%
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2.50%
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2,500.00
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0.00%
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0.00%
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2,375.00
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-5.00%
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5.00%
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2,250.00
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-10.00%
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10.00%
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2,125.00
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-15.00%
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15.00%
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2,065.00
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-17.40%
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17.40%
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2,000.00
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-20.00%
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-20.00%
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1,875.00
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-25.00%
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-25.00%
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1,750.00
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-30.00%
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-30.00%
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1,500.00
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-40.00%
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-40.00%
|
1,000.00
|
-60.00%
|
-60.00%
|
500.00
|
-80.00%
|
-80.00%
|
0
|
-100.00%
|
-100.00%
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Securities Payoff Diagram
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How it works
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§
|
Upside Scenario if the Underlying Index Appreciates
.
If
the Final Average Index Value is greater than the Initial Index Value, the investor would receive the $1,000 principal amount
plus
100% of the appreciation of the Underlying Index over the term of the securities, subject to the Maximum Upside Payment at Maturity.
|
|
§
|
Absolute Return Scenario.
If the Final Average
Index Value is
less than or equal to
the Initial Index Value and is
greater than or equal to
the Knock-Out Level,
the investor would receive a 1% positive return on the securities for each 1% negative return on the Underlying Index.
|
|
§
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If the Underlying Index depreciates 10%, the investor would receive a 10% return, or $1,100 per security.
|
|
§
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The maximum return you may receive in this scenario is a positive 17.40% return at maturity.
|
|
§
|
Downside Scenario.
If
the Final Average Index Value is
less than
the Knock-Out Level, the investor would receive an amount less than the $1,000
principal amount, based on a 1% loss of principal for each 1% decline in the Underlying Index. Under these circumstances,
the Payment at Maturity will be less than 82.60% of the principal amount per security. There is no minimum payment at
maturity on the securities.
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|
§
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If the Underlying Index depreciates 70%, the investor would lose 70% of the investor’s principal and receive only $300
per security at maturity, or 30% of the principal amount.
|
Hypothetical Examples
of Amounts Payable at Maturity
The following examples illustrate how the return
on the securities set forth in the table on the previous page is calculated.
Example 1: A Knock-Out Event HAS
NOT occurred, and the Index Closing Value increases from the Initial Index Value of 2,500 to a Final Average Index Value of 3,250.
Because
the Underlying Index Return of 30% would result in a payment at maturity that is greater than the Maximum Upside Payment at Maturity,
the investor receives only the Maximum Upside Payment at Maturity of $1,070.00 per security.
Example 2: A Knock-Out Event HAS NOT
occurred, and the Index Closing Value increases from the Initial Index Value of 2,500 to a Final Average Index Value of 2,562.50.
Because
the Underlying Index Return of 2.50% is greater than the Contingent Minimum Return of 0%, the investor receives a payment at maturity
per $1,000 principal amount security, calculated as follows:
$1,000 + ($1,000 x 2.50%) = $1,025.00
Example 3: A Knock-Out Event HAS NOT
occurred, and the Index Closing Value decreases from the Initial Index Value of 2,500 to a Final Average Index Value of 2,250
. Because
a Knock-Out Event has not occurred and the Final Average Index Value is less than the Initial Index Value by 10%, the investor
receives the benefit of the absolute return feature and therefore receives a payment at maturity per $1,000 principal amount security,
calculated as follows:
$1,000 + ($1,000 x 10%) =
$1,100.00
Example 4: A Knock-Out Event HAS occurred,
and the Index Closing Value decreases from the Initial Index Value of 2,500 to a Final Average Index Value of 1,000
. Because
a Knock-Out Event has occurred, the investor loses the benefit of the absolute return feature, and receives an amount that is significantly
less than the $1,000 principal amount, based on a 1% loss of principal for each 1% decline in the Underlying Index, calculated
as follows:
$1,000 + ($1,000 x -60%) = $400.00
Selected
Purchase Considerations
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·
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CAPPED APPRECIATION POTENTIAL; NO GUARANTEED RETURN OF ANY PRINCIPAL
— The securities provide the opportunity
to participate in the appreciation of the Underlying Index at maturity, subject to the Maximum Upside Payment at Maturity.
If
a Knock-Out Event HAS NOT occurred
and the Final Average Index Value is
greater than
the Initial Index Value, you
will receive at maturity $1,000
plus
a return equal to $1,000 times the greater of (i) the Contingent Minimum Return (which
is 0%) and (ii) the Underlying Index Return, subject to the Maximum Upside Payment at Maturity.
If a Knock-Out
Event HAS NOT occurred
and the Final Average Index Value is
less than or equal to
the Initial Index Value but is
greater than or equal to
the Knock Out Level, you will receive at maturity $1,000
plus
$1,000
times
the Absolute
Index Return.
However, if a Knock-Out Event HAS occurred
, you will lose a significant portion or all of
your investment, based on a 1% loss for every 1% decline in the Final Average Index Value, as compared to the Initial Index Value. Because
the securities are our unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations
as they become due.
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·
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SECURITIES LINKED TO THE S&P 500
®
INDEX
— The S&P 500
®
Index, which is calculated,
maintained and published by S&P Dow Jones Indices LLC (“S&P”), consists of stocks of 500 component companies
selected to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P 500
®
Index is based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies
as of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period
of the years 1941 through 1943. For additional information about the S&P 500
®
Index, see the information
set forth under “S&P 500
®
Index” in the accompanying index supplement.
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·
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TAX TREATMENT
— You should review carefully the section entitled “United States Federal Taxation”
in the accompanying product supplement for knock-out notes. 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, under current law, and based on current market conditions, a security should be treated as a single
financial contract that is an “open transaction” for U.S. federal income tax purposes. Assuming this treatment
of the securities is respected, your gain or loss on the securities should be treated as long-term capital gain or loss if you
have held the securities for more than one year, and short-term capital gain or loss otherwise, even if you are an initial purchaser
of securities at a price that is below the principal amount of the securities.
|
The Internal Revenue Service (the “IRS”)
or a court, however, may not respect this characterization or treatment of the securities, in which case the timing and character
of any income or loss on the securities could be significantly and adversely affected. For example, under one possible
treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, you 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. Additionally, as
discussed under “United States Federal Taxation—FATCA” in the accompanying product supplement for knock-out notes,
the withholding rules commonly referred to as “FATCA” would apply to the securities if they were recharacterized as
debt instruments. However, recently proposed regulations (the preamble to which specifies that taxpayers are permitted
to rely on them pending finalization) eliminate the withholding requirement on payments of gross proceeds of a taxable disposition. 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 above.
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 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 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
any income (including any mandated accruals) realized by non-U.S. holders should be subject to withholding tax; and whether these
investments 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.
As discussed in the accompanying product supplement
for knock-out notes, Section 871(m) of the Internal Revenue Code of 1986, as amended, 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 treatment
of the securities, including possible alternative characterizations, the issues presented by the 2007 notice, the potential application
of Section 871(m) and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
The discussion in the preceding paragraphs under “Tax
Treatment” and the section entitled “United States Federal Taxation” in the accompanying product supplement for
knock-out notes, insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect
thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an
investment in the securities.
Selected
Risk Considerations
An
investment in the securities involves significant risks. Investing in the securities is not equivalent to investing
directly in the Underlying Index or any of the component stocks of the Underlying Index. These risks are explained
in more detail in the “Risk Factors” section of the accompanying product supplement for knock-out notes dated November
16, 2017.
|
·
|
YOUR INVESTMENT IN THE SECURITIES MAY RESULT IN
A LOSS —
The terms of the securities differ from those of ordinary debt securities in that we do not guarantee to pay
you any of the principal amount of the securities at maturity and do not pay you interest on the securities. If a Knock-Out
Event has occurred, you will be fully exposed to the depreciation in the Final Average Index Value as compared to the Initial
Index Value on a 1-to-1 basis.
If a Knock-Out Event has occurred, the Payment at Maturity on each security will
be significantly less than the principal amount of the securities, and, consequently, the entire principal amount of your investment
is at risk.
|
|
·
|
THE SECURITIES DO NOT PAY INTEREST –
Unlike ordinary debt securities, the securities do not pay interest and do not guarantee any return of principal at maturity.
|
|
·
|
YOUR APPRECIATION POTENTIAL IS LIMITED
–
The appreciation potential of the securities will be limited by the Maximum Upside Payment at Maturity. If the Final
Average Index Value is greater than the Initial Index Value, the Payment at Maturity will never exceed the Maximum Upside Payment
at Maturity, even if the Final Average Index Value is substantially greater than the Initial Index Value. The maximum positive
return you can receive if the Underlying Index depreciates is also limited by the Knock-Out Level.
|
|
·
|
NO DIVIDEND PAYMENTS OR VOTING RIGHTS
–
As a holder of the securities, you will not have voting rights or rights to receive cash dividends or other distributions or other
rights that holders of securities composing the Underlying Index would have.
|
|
·
|
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
– You are dependent on our ability to pay all amounts due on the securities at maturity, and therefore you are subject
to our credit risk. If we default on our obligations under the securities, your investment would be at risk and you
could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be
affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit
ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market
value of the securities.
|
|
·
|
AS A FINANCE SUBSIDIARY, MSFL HAS NO INDEPENDENT
OPERATIONS AND 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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|
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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
– Assuming no change in market conditions or any other relevant factors, the prices, if any, at
which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be
significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring
and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices
will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction
of this type as well as other factors.
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The inclusion of the costs of issuing, selling,
structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer make the
economic terms of the securities less favorable to you than they otherwise would be.
However, because the costs associated with issuing,
selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following
the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market
conditions, including those related to the Underlying Index, and to our secondary market credit spreads, it would do so based on
values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account
statements.
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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 Pricing Date does not represent a minimum or maximum price at which dealers, including MS
& Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value
of your securities at any time after the date of this pricing supplement will vary based on many factors that cannot be predicted
with accuracy, including our creditworthiness and changes in market conditions. See also “Many economic and market
factors will impact the value of the securities” above.
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LACK OF LIQUIDITY
— The securities will
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. Morgan
Stanley & Co. LLC (“MS & Co.”) may, but is not obligated to, make a market in the securities and, if it once
chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions
of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its
bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related
hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even
if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since
other broker-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 not to make 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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POTENTIAL CONFLICTS —
We and our affiliates
play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and hedging our
obligations under the securities. In performing these duties, the economic interests of the calculation agent and other
affiliates of ours are potentially adverse to your interests as an investor in the securities. We will not have any
obligation to consider your interests as a holder of the securities in taking any corporate action that might affect the value
of the Underlying Index and the securities. In addition, MS & Co. has determined the estimated value of the securities
on the Pricing Date.
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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 (and to other instruments linked
to the Underlying Index or its component stocks), including trading in the stocks that constitute the Underlying Index as well
as in other instruments related to the Underlying Index. As a result, these entities may be unwinding or adjusting
hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments
to the hedge as the Valuation Dates approach. Some of our affiliates also trade the stocks that constitute the Underlying
Index and other financial instruments related to the Underlying Index on a regular basis as part of their general broker-dealer
and other businesses. Any of these hedging or trading activities on or prior to the Pricing Date could have increased
the Initial Index Value, and, therefore, could have increased the value at or above which the Underlying Index must close on the
Valuation Dates so that investors do not suffer a significant loss on their initial investment in the securities.
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MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE
VALUE OF THE SECURITIES
— The value of the securities will be affected by a number of economic and market factors that
may either offset or magnify each other, including:
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the value, especially in relation to the Knock-Out
Level, and the actual or expected volatility, of the Underlying Index;
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the time to maturity of the securities;
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the dividend rates on the common stocks underlying
the Underlying Index;
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interest and yield rates in the market generally;
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geopolitical conditions and economic, financial, political,
regulatory or judicial events that affect the stocks constituting the Underlying Index or stock markets generally and which may
affect the Index Closing Value of the Underlying Index on the Valuation Dates; and
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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 price that you will receive if you sell your securities prior to maturity. For
example, you may have to sell your securities at a substantial discount from the principal amount if a Knock-Out Event is likely
to occur in light of the then-current level of the Underlying Index.
You
cannot predict the future performance of the Underlying Index based on its historical performance. We cannot guarantee
that a Knock-Out Event will not occur. You can review the historical values of the Underlying Index in “Historical
Information” below.
Additional Terms of the
Securities
Terms used but not defined in this pricing supplement
are defined in the product supplement for knock-out notes, the index supplement or in the prospectus.
Underlying Index Publisher
S&P Dow Jones Indices LLC or any successor thereof
Issuer Notice to Registered Security
Holders, the Trustee and the Depositary:
In the event that the Maturity Date is postponed due
to 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 actual final Valuation Date.
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.
Use of Proceeds and Hedging
The proceeds from the sale of the securities will
be used by us for general corporate purposes. We will receive, in aggregate, $1,000 per security issued, because, when
we enter into hedging transactions in order to meet our obligations under the securities, our hedging counterparty will reimburse
the cost of the Agent’s commissions. The costs of the securities borne by you and described on page 2 above comprise
the Agent’s commissions and the cost of issuing, structuring and hedging the securities.
On or prior to the Pricing Date, we hedged our anticipated
exposure in connection with the securities by entering into hedging transactions with our affiliates and/or third party dealers. We
expect our hedging counterparties to have taken positions in stocks of the Underlying Index and in futures and/or options contracts
on the Underlying Index or any component stocks of the Underlying Index listed on major securities markets. Such purchase
activity could have increased the value of the Underlying Index on the Pricing Date, and therefore could have increased the value
at or above which the Underlying Index must close on the Valuation Dates so that investors do not suffer a significant loss on
their initial investment in the securities. In addition, through our affiliates, we are likely to modify our hedge position
throughout the term of the securities, including on the Valuation Dates, by purchasing and selling the stocks constituting the
Underlying Index, futures or options contracts on the Underlying Index or its component stocks listed on major securities markets
or positions in any other available securities or instruments that we may wish to use in connection with such hedging activities. 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 Valuation Dates approach. We cannot give
any assurance that our hedging activities will not affect the value of the Underlying Index, and, therefore, adversely affect the
value of the securities or the payment you will receive at maturity, if any.
Historical Information
The following graph sets forth the historical performance
of the S&P 500
®
Index based on the daily historical closing values of the Underlying Index from January 1, 2014
through June 21, 2019. The closing value of the Underlying Index on June 21, 2019 was 2,950.46. We obtained
the closing values of the Underlying Index below from Bloomberg Financial Markets. We make no representation or warranty
as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
The historical values of the Underlying Index should
not be taken as an indication of future performance, and no assurance can be given as to the Index Closing Value on the Valuation
Dates. We cannot give you any assurance that a Knock-Out Event will not occur.
Historical Performance of the
S&P 500
®
Index
“Standard
& Poor’s
®
,” “S&P
®
,” “S&P 500
®
,” “Standard
& Poor’s 500” and “500” are trademarks of Standard and Poor’s Financial Services LLC. See
“S&P 500
®
Index” in the accompanying index supplement.
Benefit Plan Investor Considerations
Each fiduciary of a pension, profit-sharing or other
employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
(a “Plan”), should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances
before authorizing an investment in the securities. Accordingly, among other factors, the fiduciary should consider
whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents
and instruments governing the Plan.
In addition, we and certain of our affiliates, including
MS & Co., may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person”
within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well
as many individual retirement accounts and Keogh plans (such accounts and plans, together with other plans, accounts and arrangements
subject to Section 4975 of the Code, also “Plans”). ERISA Section 406 and Code Section 4975 generally prohibit
transactions between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning
of ERISA or the Code would likely arise, for example, if the securities are acquired by or with the assets of a Plan with respect
to which MS & Co. or any of its affiliates is a service provider or other party in interest, unless the securities are acquired
pursuant to an exemption from the “prohibited transaction” rules. A violation of these “prohibited
transaction” rules could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for those
persons, unless exemptive relief is available under an applicable statutory or administrative exemption.
The U.S. Department of Labor has issued five prohibited
transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions
resulting from the purchase or holding of the securities. Those class exemptions are PTCE 96-23 (for certain transactions
determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE
91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance
company separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers). In
addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code provide an exemption for the purchase and sale of securities
and the related lending transactions, provided that neither the issuer of the securities nor any of its affiliates has or exercises
any discretionary authority or control or renders any investment advice with respect to the assets of the Plan involved in the
transaction and provided further that the Plan pays no more, and receives no less, than “adequate consideration” in
connection with the transaction (the so-called “service provider” exemption). There can be no assurance
that any of these class or statutory exemptions will be available with respect to transactions involving the securities.
Because we may be considered a party in interest with
respect to many Plans, the securities may not be purchased, held or disposed of by any Plan, any entity whose underlying assets
include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or
any person investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive
relief, including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase,
holding or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a
Plan, transferee or holder of the securities will be deemed to have represented, in its corporate and its fiduciary capacity, by
its purchase and holding of the securities that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such securities
on behalf of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is
subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or
Section 4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition of these securities will not
constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or violate any
Similar Law.
Due to the complexity of these rules and the penalties
that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries
or other persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult with
their counsel regarding the availability of exemptive relief.
The securities are contractual financial instruments. The
financial exposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy for,
individualized investment management or advice for the benefit of any purchaser or holder of the securities. The securities
have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of
any purchaser or holder of the securities.
Each purchaser or holder of any securities acknowledges
and agrees that:
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(i)
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the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the
purchaser or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of
the purchaser or holder with respect to (A) the design and terms of the securities, (B) the purchaser or holder’s investment
in the securities, or (C) the exercise of or failure to exercise any rights we have under or with respect to the securities;
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(ii)
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we and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to
the securities and (B) all hedging transactions in connection with our obligations under the securities;
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(iii)
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any and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those
entities and are not assets and positions held for the benefit of the purchaser or holder;
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(iv)
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our interests are adverse to the interests of the purchaser or holder; and
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(v)
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neither we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets,
positions or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment
advice.
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Each purchaser and holder of the securities has exclusive
responsibility for ensuring that its purchase, holding and disposition of the securities do not violate the prohibited transaction
rules of ERISA or the Code or any Similar Law. The sale of any securities to any Plan or plan subject to Similar Law
is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant
legal requirements with respect to investments by plans generally or any particular plan, or that such an investment is appropriate
for plans generally or any particular plan. In this regard, neither this discussion nor anything provided in this document is or
is intended to be investment advice directed at any potential Plan purchaser or at Plan purchasers generally and such purchasers
of these securities should consult and rely on their own counsel and advisers as to whether an investment in these securities is
suitable.
However, individual retirement accounts, individual
retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their
accounts, will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee
of Citigroup Global Markets Inc., Morgan Stanley or Morgan Stanley Smith Barney LLC (“MSSB”) or a family member and
the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of the securities by
the account, plan or annuity.