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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Market
Plus Notes due 2021
|
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$3,600,000
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$436.32
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Pricing
Supplement
To prospectus dated November 16, 2017 and
product supplement for knock-out notes dated November 16, 2017
and index supplement dated November 16, 2017
|
Pricing Supplement No. 2,286
Registration Statement Nos. 333-221595;
333-221595-01
Dated July 26, 2019; Rule 424(b)(2)
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Structured
Investments
|
Morgan Sta
nley
Finance LLC
$3,600,000
Market Plus Notes Linked to the S&P 500
®
Index due January 27, 2021
Fully and Unconditionally Guaranteed by Morgan
Stanley
Principal at Risk Securities
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General
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·
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The securities are designed for investors who seek exposure to the performance of the S&P 500
®
Index. Investors
should be willing to forgo interest and dividend payments, and, if the Final Index Value is less than the Initial Index Value by
more than 16.50%, be willing to lose a significant portion or all of their principal. If the Final Index Value is not less than
the Initial Index Value by more than 16.50%, investors will receive at maturity a return reflecting the greater of (a) the Underlying
Index Return and (b) the Contingent Minimum Return of 0%. However, if the Final Index Value is less than the Initial Index Value
by more than 16.50%, investors will be fully exposed to the negative performance of the Underlying Index over the term of the securities,
and will lose a significant portion or all of their investment.
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·
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Unsecured obligations of Morgan Stanley Finance LLC (“MSFL”), fully and unconditionally guaranteed by Morgan Stanley,
maturing January 27, 2021
†
.
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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 July 26, 2019 and are expected to settle on July 31, 2019.
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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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Principal Amount:
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$1,000 per security
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Underlying Index:
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S&P 500
®
Index
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Knock-Out Event:
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A Knock-Out Event occurs if the Final Index Value is less than the Initial Index Value by an amount greater than the Knock-Out Buffer Amount. Therefore, a Knock-Out Event will occur if the Final Index Value is less than the Knock-Out Level.
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Knock-Out Buffer Amount:
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16.50%
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Knock-Out Level:
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2,526.593, which is approximately 83.50% 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 $1,000 plus a return equal to $1,000
times
the greater of (i) the Contingent Minimum Return and (ii) the Underlying Index Return. Since the Contingent Minimum Return is 0%, you will receive only the repayment of your principal at maturity, without any positive return on your investment, if the Underlying Index declines in value but without triggering a Knock-Out Event. 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.
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If a Knock-Out Event HAS occurred
, you will receive a cash payment at maturity that will reflect the percentage depreciation in the value of the Underlying Index over the term of the securities 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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If a Knock-Out Event has occurred, you will lose more than 16.50% of your investment. There is no minimum payment at maturity, and you could lose your entire investment.
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Contingent Minimum Return:
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0%
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Underlying Index Return:
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Final
Index Value – Initial Index Value
Initial
Index Value
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Initial Index Value:
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3,025.86, which is the Index Closing Value on the Pricing Date
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Final Index Value:
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The arithmetic average of the Index Closing Values on each of the five Averaging Dates.
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Averaging Dates:
†
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January 15, 2021, January 19, 2021, January 20, 2021, January 21, 2021 and January 22, 2021
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Maturity Date:
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January 27, 2021
†
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Pricing Date:
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July 26, 2019
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Issue Date:
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July 31, 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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$983.90 per security. See “Additional Terms Specific To The Securities” on page 2.
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CUSIP / ISIN:
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61769HMB8 / US61769HMB86
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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-22 of the accompanying product supplement and “Selected Risk Considerations”
beginning on page 7 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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$12.50
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$987.50
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Total
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$3,600,000
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$45,000
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$3,555,000
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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 $12.50 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 10.
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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
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|
July 26, 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 related hereto
dated July 23, 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 $983.90.
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 Knock-Out Buffer Amount, the Knock-Out Level and the Contingent Minimum Return, 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 assume an Initial Index Value of 2,500.00 and a Knock-Out Level of 2,087.50
(which is 83.50% of the hypothetical Initial Index Value) and reflect the Contingent Minimum Return of 0%. The actual Initial Index
Value and Knock-Out Level are set forth on the cover of this pricing supplement. If a Knock-Out Event occurs, your investment will
be fully exposed to the decline in the Underlying Index over the term of the securities. 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 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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60.00%
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3,750.00
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50.00%
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50.00%
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3,500.00
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40.00%
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40.00%
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3,250.00
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30.00%
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30.00%
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3,000.00
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20.00%
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20.00%
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2,750.00
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10.00%
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10.00%
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2,625.00
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5.00%
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5.00%
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2,500.00
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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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0.00%
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2,250.00
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-10.00%
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0.00%
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2,087.50
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-16.50%
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0.00%
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2,000.00
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-20.00%
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-20.00%
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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%
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1,250.00
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-50.00%
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-50.00%
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1,000.00
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-60.00%
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-60.00%
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500.00
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-80.00%
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-80.00%
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0.00
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-100.00%
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-100.00%
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Hypothetical Examples
of Amounts Payable at Maturity
The following examples illustrate how the returns
on the securities set forth in the table on the previous page are calculated.
Example
1: The value of the Underlying Index decreases from the Initial Index Value of 2,500 to a Final Index Value of 1,000
.
Because the Final Index Value is less than the Knock-Out Level, a Knock-Out Event has occurred. Therefore, the investor does
not
receive the benefit of the Contingent Minimum Return of 0% and is therefore exposed to the negative performance of the
Underlying Index on a 1-to-1 basis. The investor receives a payment at maturity based on the Underlying Index Return of –60%,
which is significantly less than the principal amount, calculated as follows:
$1,000 +
($1,000 x –60%) = $400
Example
2: The value of the Underlying Index increases from the Initial Index Value of 2,500 to a Final Index Value of 3,000.
Because
the Underlying Index Return of 20% 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 20%) = $1,200
Example
3: The value of the Underlying Index decreases from the Initial Index Value of 2,500 to a Final Index Value of 2,375
.
Because the Final Index Value is greater than or equal to the Knock-Out Level, a Knock-Out Event has not occurred. Because the
Underlying Index Return of -5.00% is less than the Contingent Minimum Return of 0%, the investor receives the benefit of the Contingent
Minimum Return and therefore receives a payment at maturity per $1,000 principal amount security, calculated as follows:
$1,000 + ($1,000 x 0%) = $1,000
Selected Purchase Considerations
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·
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APPRECIATION POTENTIAL; NO GUARANTEED
RETURN OF ANY PRINCIPAL
— The securities provide the opportunity to participate in the appreciation of the Underlying
Index at maturity.
If a Knock-Out Event HAS NOT occurred
,
meaning that the Final Index Value is greater than or equal to the Knock-Out Level, because of the Contingent Minimum Return, you
will receive at maturity no less than the $1,000 principal amount for each security, and you will participate in any appreciation
of the Underlying Index over the term of the securities. Since the Contingent Minimum Return is 0%, you will receive only the repayment
of your principal at maturity, without any positive return on your investment, if the Underlying Index declines in value but without
triggering a Knock-Out Event.
However, if a Knock-Out Event HAS occurred
,
meaning that the Final Index Value is less than the Knock-Out Level, you will lose a significant portion or all of your investment
based on a 1% loss for every 1% decline in the Final 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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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.
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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 (other than
amounts treated as “FDAP income,” as defined in the accompanying product supplement for knock-out notes). 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.
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·
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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 the Final Index Value is less than the Knock-Out
Level, a Knock-Out Event will have occurred, you will lose the benefit of the Contingent Minimum Return and you will be fully exposed
to any depreciation in the Final 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 will be significantly less than the principal amount of the securities
and could be zero. Consequently, the entire principal amount of your investment is at risk.
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·
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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.
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·
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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.
|
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·
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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
– 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.
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AS A FINANCE SUBSIDIARY, MSFL HAS NO INDEPENDENT OPERATIONS AND
WILL HAVE NO INDEPENDENT ASSETS
– As a finance subsidiary, MSFL has no independent operations beyond the issuance
and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities
if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries
by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank
pari
passu
with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim
against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that
in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured,
unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.
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·
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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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·
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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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·
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the time to maturity of the securities;
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·
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the dividend rates on the common stocks underlying the
Underlying Index;
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·
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interest and yield rates in the market generally;
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·
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geopolitical conditions and a variety of economic, financial,
political, regulatory or judicial events; and
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·
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our creditworthiness, including actual or anticipated
downgrades in our credit ratings or credit spreads.
|
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 so that
you will not suffer a significant loss on your initial investment in the securities. You can review the historical values of the
Underlying Index in “Historical Information” below.
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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.
|
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 document 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.
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Additionally, some of our affiliates
also trade 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 potentially affect the Initial
Index Value. 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 Averaging 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 Final Index Value must be so that a Knock-Out Event does not
occur which would cause investors to suffer a significant loss on their initial investment in the securities.
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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 Averaging 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 Averaging 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 Final Index Value must be so that a Knock-Out Event does not occur which would cause investors to 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 Averaging 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 Averaging 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 July 26, 2019. The closing value of the Underlying Index on July 26, 2019 was 3,025.86. 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 any of the Averaging Dates.
We cannot give you any assurance that a Knock-Out Event will not occur so that at maturity you will not suffer a significant loss
on your initial investment in the securities.
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 such 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:
(i) 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;
(ii) 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;
(iii) 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;
(iv) our
interests are adverse to the interests of the purchaser or holder; and
(v) 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.
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 Morgan
Stanley or Morgan Stanley Wealth Management 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.