September 2019
Preliminary Terms No. 2,529
Registration Statement Nos.
333-221595; 333-221595-01
Dated September 5, 2019
Filed pursuant to Rule 433
Morgan
Stanley Finance LLC
Structured
Investments
Opportunities in U.S. Equities
Dual Directional Trigger Securities Based on
the Performance of the Russell 2000® Index due September 10, 2021
Fully and Unconditionally Guaranteed by Morgan
Stanley
Principal at Risk Securities
The Dual Directional Trigger Securities, or “securities,”
are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan
Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have the terms described
in the accompanying product supplement for Participation Securities, index supplement and prospectus, as supplemented or modified
by this document. At maturity, if the Russell 2000® Index, which we refer to as the underlying index,
has appreciated in value, investors will receive the stated principal amount of their investment plus a return reflecting
100% of the upside performance of the underlying index, subject to the maximum upside payment at maturity. If the underlying
index has depreciated in value but by no more than 20%, investors will receive the stated principal amount of their investment
plus an unleveraged positive return equal to the absolute value of the percentage decline, which will effectively be limited to
a positive 20% return. However, if the underlying index has depreciated in value by more than 20%, investors
will be negatively exposed to the full amount of the percentage decline in the underlying index and will lose 1% of the stated
principal amount for every 1% of decline, without any buffer. The securities are for investors who seek an equity index-based
return and who are willing to risk their principal and forgo current income and upside above the maximum upside payment at maturity
in exchange for the absolute return feature that applies to a limited range of performance of the underlying index. Investors
may lose their entire initial investment in the securities. The securities are notes issued as part of MSFL’s
Series A Global Medium-Term Notes program.
The securities differ from the participation securities described
in the accompanying product supplement for Participation Securities in that the securities offer the potential for a positive return
at maturity if the underlying index depreciates by up to 20%. The securities are not the buffered participation securities
described in the accompanying product supplement for Participation Securities. Unlike the buffered participation securities,
the securities do not provide any protection if the underlying index depreciates by more than 20%.
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.
SUMMARY TERMS
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Issuer:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Maturity date:
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September 10, 2021
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Valuation date:
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September 7, 2021, subject to postponement for non-index business days and certain market disruption events
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Underlying index:
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Russell 2000® Index
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Aggregate principal amount:
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$
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Payment at maturity:
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If the final index value is greater than the initial index
value:
$1,000 + (participation rate x
index percent change), subject to the maximum upside payment at maturity
If the final index value is less than or equal to the
initial index value but is greater than or equal to the trigger level:
$1,000 + ($1,000 x absolute index
return)
In this scenario, you will receive a 1% positive
return on the securities for each 1% negative return on the underlying index. In no event will this amount exceed the
stated principal amount plus $200.
If the final index value is less than the trigger level:
$1,000 × index performance
factor
Under these circumstances, the payment at maturity
will be less than the stated principal amount of $1,000, and will represent a loss of more than 20%, and possibly all, of your
investment.
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Maximum upside payment at maturity:
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$1,190 per security (119% of the stated principal amount)
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Participation rate:
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100%
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Index percent change:
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(final index value – initial index value) / initial index value
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Absolute index return:
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The absolute value of the index percent change. For example, a –5% index percent change will result in a +5% absolute index return.
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Index performance factor:
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final index value / initial index value
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Initial index value:
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, which is the index closing value on the pricing date
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Final index value:
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The index closing value on the valuation date
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Trigger level:
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, which is 80% of the initial index value
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Stated principal amount / Issue price:
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$1,000 per security (see “Commissions and issue price” below)
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Pricing date:
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September 6, 2019
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Original issue date:
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September 11, 2019 (3 business days after the pricing date)
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CUSIP / ISIN:
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61769HVA0 / US61769HVA03
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Listing:
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The securities will not be listed on any securities exchange.
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Agent:
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Morgan Stanley & Co. LLC (“MS & Co.”), a wholly owned subsidiary of Morgan Stanley and an affiliate of MSFL. See “Supplemental information regarding plan of distribution; conflicts of interest.”
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Estimated value on the pricing date:
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Approximately $966.70 per security, or within $10.00 of that estimate. See “Investment Summary” on page 2.
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Commissions and issue price:
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Price to public
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Agent’s commissions (1)
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Proceeds to us(2)
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Per security
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$1,000
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$
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$
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Total
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$
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$
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$
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(1)
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Selected dealers and their financial advisors will
collectively receive from the agent, MS & Co., a fixed sales commission of $ for each security they
sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information,
see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement for Participation Securities.
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(2)
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See “Use of proceeds and hedging” on page
14.
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The securities involve risks not associated with an investment
in ordinary debt securities. See “Risk Factors” beginning on page 6.
The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement,
index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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.
You should read this document together with the related product
supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see
“Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this
document.
References to “we,” “us” and “our”
refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Morgan Stanley Finance LLC
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Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
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Investment Summary
Principal at Risk Securities
The Dual Directional Trigger Securities Based on the Performance
of the Russell 2000® Index due September 10, 2021 (the “securities”) can be used:
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As an alternative to direct exposure to the underlying
index that provides returns reflecting any positive performance of the underlying index, subject to the maximum upside payment
at maturity
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To obtain an unleveraged positive return for a limited
range of negative performance of the underlying index.
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Maturity:
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Approximately 2 years
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Maximum upside payment at maturity:
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$1,190 per security (119% of the stated principal amount)
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Participation rate:
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100%
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Minimum payment at maturity:
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None. Investors may lose their entire initial investment in the securities.
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Trigger level:
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80% of the initial index value
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Coupon:
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None
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Listing:
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The securities will not be listed on any securities exchange
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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 will be less than $1,000. We estimate that the value of each
security on the pricing date will be approximately $966.70, or within $10.00 of that estimate. Our estimate of the value
of the securities as determined on the pricing date will be set forth in the final pricing supplement.
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 participation rate, the trigger level and 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.
Morgan Stanley Finance LLC
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Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
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Key Investment Rationale
The securities offer the potential for a positive return at maturity
based on the absolute value of a limited range of percentage changes of the underlying index. At maturity, if the underlying
index has appreciated in value, investors will receive the stated principal amount of their investment plus a return reflecting
100% of the upside performance of the underlying index, subject to the maximum upside payment at maturity. If the underlying
index has depreciated in value but by no more than 20%, investors will receive the stated principal amount of their investment
plus an unleveraged positive return equal to the absolute value of the percentage decline, which will effectively be limited to
a positive 20% return. However, if the underlying index has depreciated in value by more than 20%, investors
will be negatively exposed to the full amount of the percentage decline in the underlying index and will lose 1% of the stated
principal amount for every 1% of decline, without any buffer. Investors may lose their entire initial investment
in the securities. All payments on the securities are subject to our credit risk.
Absolute Return Feature
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The securities enable investors to obtain an unleveraged positive return if the final index value is less than or equal to the initial index value but is greater than or equal to the trigger level.
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Upside Scenario if the Underlying Index Appreciates
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The final index value is greater than the initial index value, and, at maturity, you receive a full return of principal as well as 100% of the increase in the value of the underlying index, subject to the maximum upside payment at maturity. For example, if the final index value is 10% greater than the initial index value, the securities will provide a total return of 10% at maturity. If the final index value is 40% greater than the initial index value, the securities will provide a total return of only 19% at maturity, due to the maximum upside payment at maturity.
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Absolute Return Scenario
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The final index value is less than or equal to the initial index value but is greater than or equal to the trigger level, which is 80% of the initial index value. In this case, you receive a 1% positive return on the securities for each 1% negative return on the underlying index. For example, if the final index value is 10% less than the initial index value, the securities will provide a total positive return of 10% at maturity. The maximum return you may receive in this scenario is a positive 20% return at maturity.
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Downside Scenario
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The final index value is less than the trigger level. In this case, the securities redeem for at least 20% less than the stated principal amount, and this decrease will be by an amount proportionate to the full decline in the value of the underlying index over the term of the securities. Under these circumstances, the payment at maturity will be less than 80% of the stated principal amount per security. For example, if the final index value is 85% less than the initial index value, the securities will be redeemed at maturity for a loss of 85% of principal at $150, or 15% of the stated principal amount. There is no minimum payment at maturity on the securities, and you could lose your entire investment.
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Morgan Stanley Finance LLC
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Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
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How the Securities Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity
on the securities based on the following terms:
Stated principal amount:
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$1,000 per security
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Maximum upside payment at maturity:
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$1,190 per security (119% of the stated principal amount)
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Participation rate:
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100%
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Trigger level:
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80% of the initial index value
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Minimum payment at maturity:
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None
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Dual Directional Trigger Securities Payoff Diagram
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See the next page for a description of how the securities work.
Morgan Stanley Finance LLC
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Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
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How it works
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Upside Scenario if the Underlying
Index Appreciates. If the final
index value is greater than the initial index value, the investor would receive the $1,000 stated 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. Under
the terms of the securities, an investor will realize the maximum upside payment at maturity of $1,190 per security (119% of the
stated principal amount) at a final index value of 119% of the initial index value.
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If the underlying index appreciates 10%, the investor
would receive a 10% return, or $1,100 per security.
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If the underlying index appreciates 70%, the investor
would receive only the maximum upside payment at maturity of $1,190 per security, or 119% of the stated principal amount.
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Absolute Return Scenario. If
the final index value is less than or equal to the initial index value and is greater than or equal to the trigger level of 80%
of the initial index value, the investor would receive a 1% positive return on the 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 20% return at maturity.
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Downside Scenario. If
the final index value is less than the trigger level of 80% of the initial index value, the investor would receive an amount less
than the $1,000 stated principal amount, based on a 1% loss of principal for each 1% decline in the underlying index. Under
these circumstances, the payment at maturity will be less than 80% of the stated principal amount per security. There
is no minimum payment at maturity on the securities.
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If the underlying index depreciates 85%, the investor
would lose 85% of the investor’s principal and receive only $150 per security at maturity, or 15% of the stated principal
amount.
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Morgan Stanley Finance LLC
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Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
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Risk Factors
The following is a non-exhaustive list of certain key risk
factors for investors in the securities. For further discussion of these and other risks, you should read the section
entitled “Risk Factors” in the accompanying product supplement for Participation Securities, index supplement and prospectus. We
also urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.
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The securities do not pay interest or guarantee
return of any principal. The terms of the securities differ from those of ordinary debt securities in that the securities
do not pay interest or guarantee the payment of any principal amount at maturity. If the final index value is less than
the trigger level (which is 80% of the initial index value), the absolute return feature will no longer be available and the payout
at maturity will be an amount in cash that is at least 20% less than the $1,000 stated principal amount of each security, and this
decrease will be by an amount proportionate to the full amount of the decline in the value of the underlying index over the term
of the securities, without any buffer. There is no minimum payment at maturity on the securities, and, accordingly,
you could lose your entire initial investment in the securities.
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The appreciation potential of the securities is
limited by the maximum upside payment at maturity. The appreciation potential of the securities is limited by the maximum upside
payment at maturity of $1,190 per security, or 119% of the stated principal amount. Because, if the underlying index appreciates,
the payment at maturity will be limited to 119% of the stated principal amount for the securities, any increase in the final index
value over the initial index value by more than 19% of the initial index value will not further increase the return on the securities.
The maximum positive return you can receive if the underlying index depreciates is also limited by the trigger level.
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The market price of the securities will be influenced
by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of
the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in
the secondary market, including the value (including whether the value is below the trigger level), volatility (frequency and magnitude
of changes in value) and dividend yield of the underlying index, interest and yield rates in the market, time remaining until the
securities mature, geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying
index or equities markets generally and which may affect the final index value of the underlying index, and any actual or anticipated
changes in our credit ratings or credit spreads. The level of the underlying index may be, and has recently been, volatile, and
we can give you no assurance that the volatility will lessen. See “Russell 2000® Index Overview”
below. You may receive less, and possibly significantly less, than the stated principal amount per security if you try
to sell your securities prior to maturity.
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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 its 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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The amount payable on the securities is not linked
to the value of the underlying index at any time other than the valuation date. The final index value will be based on the
index closing value on the valuation date,
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Morgan Stanley Finance LLC
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Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
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subject to postponement for non-index business days
and certain market disruption events. Even if the value of the underlying index appreciates prior to the valuation date
but then drops by the valuation date, the payment at maturity may be less, and may be significantly less, than it would have been
had the payment at maturity been linked to the value of the underlying index prior to such drop. Although the actual
value of the underlying index on the stated maturity date or at other times during the term of the securities may be higher than
the final index value, the payment at maturity will be based solely on the index closing value on the valuation date.
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The securities are linked to the Russell 2000®
Index and are subject to risks associated with small-capitalization companies. The securities are linked to the
value of small-capitalization companies. These companies often have greater stock price volatility, lower trading volume
and less liquidity than large-capitalization companies and therefore the Russell 2000® Index may be more volatile
than indices that consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization companies
are also more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks
of small-capitalization companies may be thinly traded. In addition, small capitalization companies are typically less
well-established and less stable financially than large-capitalization companies and may depend on a small number of key personnel,
making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product
lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization
companies and are more susceptible to adverse developments related to their products.
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Investing in the securities is not equivalent to
investing in the underlying index. Investing in the securities is not equivalent to investing in the underlying
index or its component stocks. Investors in the securities will not have voting rights or rights to receive dividends
or other distributions or any other rights with respect to the stocks that constitute the underlying index.
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Adjustments to the underlying index could adversely
affect the value of the securities. The underlying index publisher may add, delete or substitute the stocks constituting
the underlying index or make other methodological changes that could change the value of the underlying index. The underlying
index publisher may discontinue or suspend calculation or publication of the underlying index at any time. In these
circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued
underlying index and will be permitted to consider indices that are calculated and published by the calculation agent or any of
its affiliates.
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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-
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Morgan Stanley Finance LLC
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Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
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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 “The market price of the securities will be influenced by many unpredictable factors” above.
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The securities will not be listed on any securities
exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there
may be little or no secondary market for the securities. MS & Co. 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 to cease making a market in the securities, it is likely that there would
be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.
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The calculation agent, which is a subsidiary of
Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation
agent, MS & Co. will determine the initial index value, the trigger level and the final index value, including whether the
value of the underlying index has decreased to below the trigger level, and will calculate the amount of cash you receive at maturity,
if any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it
to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption
events and the selection of a successor index or calculation of the final index value in the event of a market disruption event
or discontinuance of the underlying index. These potentially subjective determinations may adversely affect the payout to you at
maturity, if any. For further information regarding these types of determinations, see “Description of PLUS—Postponement
of Valuation Date(s),” “—Alternate Exchange Calculation in case of an Event of Default” and “—Calculation
Agent and Calculations” in the accompanying product supplement. In addition, MS & Co. has determined the estimated
value of the 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 expect 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 date approaches. Some of our affiliates also trade the stocks that constitute the underlying index and other
financial instruments related to the underlying index on a regular basis as part of their general broker-dealer and other businesses. Any
of these hedging or trading activities on or prior to the pricing date could potentially increase the initial index value, and,
therefore, could increase the trigger level, which is the value at or above which the underlying index must close on the valuation
date so that investors do not suffer a significant loss on their initial investment in the securities. Additionally,
such hedging or trading activities during the term of the securities, including on the valuation date, could adversely affect the
value of the underlying index on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity,
if any.
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The U.S. federal income tax consequences of an
investment in the securities are uncertain. Please read the discussion under “Additional Information—Tax
considerations” in this document and the discussion under “United States Federal Taxation” in the accompanying
product supplement for Participation Securities (together, the “Tax Disclosure Sections”) concerning the U.S. federal
income tax consequences of an investment in the securities. If the Internal Revenue Service (the “IRS”)
were successful in asserting an alternative treatment, the timing and character of income on the securities might differ significantly
from the tax treatment described in the Tax
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Morgan Stanley Finance LLC
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Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
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Disclosure Sections. For example, under one possible
treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders 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 Participation
Securities, 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 Participation Securities). The
risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the securities,
would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not
have such features. We do not plan to request a ruling from the IRS regarding the tax treatment of the securities, and
the IRS or a court may not agree with the tax treatment described in the Tax Disclosure Sections.
In 2007, the U.S. Treasury Department and the IRS
released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar
instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over
the term of their investment. It also asks for comments on a number of related topics, including the character of income
or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance
of factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments
are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject
to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” rule, which
very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities,
possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S.
federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented
by this notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Morgan Stanley Finance LLC
|
Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
|
Russell 2000® Index Overview
The Russell 2000® Index is an index calculated,
published and disseminated by FTSE Russell, and measures the composite price performance of stocks of 2,000 companies incorporated
in the U.S. and its territories. All 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities
that form the Russell 3000® Index. The Russell 3000® Index is composed of the 3,000
largest U.S. companies as determined by market capitalization and represents approximately 98% of the U.S. equity market. The
Russell 2000® Index consists of the smallest 2,000 companies included in the Russell 3000®
Index and represents a small portion of the total market capitalization of the Russell 3000® Index. The
Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S.
equity market. For additional information about the Russell 2000® Index, see the information set forth
under “Russell 2000® Index” in the accompanying index supplement.
Information as of market close on September 3, 2019:
Bloomberg Ticker Symbol:
|
RTY
|
52 Week High (on 9/4/2018):
|
1,733.377
|
Current Index Value:
|
1,472.283
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52 Week Low (on 12/24/2018):
|
1,266.925
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52 Weeks Ago:
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1,733.377
|
|
|
|
|
|
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The following graph sets forth the daily index closing values
of the underlying index for each quarter in the period from January 1, 2014 through September 3, 2019. The related table
sets forth the published high and low closing values, as well as end-of-quarter closing values, of the underlying index for each
quarter in the same period. The index closing value of the underlying index on September 3, 2019 was 1,472.283. We
obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The
underlying index has at times experienced periods of high volatility. You should not take the historical values of the underlying
index as an indication of its future performance, and no assurance can be given as to the index closing value of the underlying
index on the valuation date.
Russell 2000®
Index
Daily Index Closing Values
January 1, 2014 to September
3, 2019
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Morgan Stanley Finance LLC
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Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
|
Russell 2000® Index
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High
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Low
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Period End
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2014
|
|
|
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First Quarter
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1,208.651
|
1,093.594
|
1,173.038
|
Second Quarter
|
1,192.960
|
1,095.986
|
1,192.960
|
Third Quarter
|
1,208.150
|
1,101.676
|
1,101.676
|
Fourth Quarter
|
1,219.109
|
1,049.303
|
1,204.696
|
2015
|
|
|
|
First Quarter
|
1,266.373
|
1,154.709
|
1,252.772
|
Second Quarter
|
1,295.799
|
1,215.417
|
1,253.947
|
Third Quarter
|
1,273.328
|
1,083.907
|
1,100.688
|
Fourth Quarter
|
1,204.159
|
1,097.552
|
1,135.889
|
2016
|
|
|
|
First Quarter
|
1,114.028
|
953.715
|
1,114.028
|
Second Quarter
|
1,188.954
|
1,089.646
|
1,151.923
|
Third Quarter
|
1,263.438
|
1,139.453
|
1,251.646
|
Fourth Quarter
|
1,388.073
|
1,156.885
|
1,357.130
|
2017
|
|
|
|
First Quarter
|
1,413.635
|
1,345.598
|
1,385.920
|
Second Quarter
|
1,425.985
|
1,345.244
|
1,415.359
|
Third Quarter
|
1,490.861
|
1,356.905
|
1,490.861
|
Fourth Quarter
|
1,548.926
|
1,464.095
|
1,535.511
|
2018
|
|
|
|
First Quarter
|
1,610.706
|
1,463.793
|
1,529.427
|
Second Quarter
|
1,706.985
|
1,492.531
|
1,643.069
|
Third Quarter
|
1,740.753
|
1,653.132
|
1,696.571
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Fourth Quarter
|
1,672.992
|
1,266.925
|
1,348.559
|
2019
|
|
|
|
First Quarter
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1,590.062
|
1,330.831
|
1,539.739
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Second Quarter
|
1,614.976
|
1,465.487
|
1,566.572
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Third Quarter (through September 3, 2019)
|
1,585.599
|
1,456.039
|
1,472.283
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|
|
|
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The “Russell 2000® Index” is a trademark
of FTSE Russell. For more information, see “Russell 2000® Index” in the accompanying index
supplement.
Morgan Stanley Finance LLC
|
Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
|
Additional Terms of the Securities
Please read this information in conjunction with the summary
terms on the front cover of this document.
If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or prospectus, the terms described herein shall control.
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Underlying index publisher:
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FTSE Russell, or any successor thereof.
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Index closing value:
|
The index closing value on any index business day shall be determined by the calculation agent and shall equal the closing value of the underlying index or any successor index reported by Bloomberg Financial Services, or any successor reporting service the calculation agent may select, on such index business day. In certain circumstances, the index closing value for the underlying index will be based on the alternate calculation of the underlying index as described under “Discontinuance of Any Underlying Index or Basket Index; Alteration of Method of Calculation” in the accompanying product supplement. The closing value of the underlying index reported by Bloomberg Financial Services may be lower or higher than the official closing value of the underlying index published by the underlying index publisher for the underlying index.
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Postponement of maturity date:
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If, due to a market disruption event or otherwise, the valuation date is postponed so that it falls less than two business days prior to the scheduled maturity date, the maturity date will be postponed to the second business day following the valuation date as postponed.
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Denominations:
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$1,000 per security and integral multiples thereof
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Trustee:
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The Bank of New York Mellon
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Calculation agent:
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MS & Co.
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Issuer notice to registered security holders, the trustee and the depositary:
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In the event that the maturity date is postponed due to postponement
of the 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 valuation date for determining the final index value.
The issuer shall, or shall cause the calculation agent to, (i)
provide written notice to the trustee, on which notice the trustee may conclusively rely, and to the depositary of the amount of
cash to be delivered, if any, with respect to 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, if any, to the trustee for delivery to the depositary,
as holder of the securities, on the maturity date.
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Morgan Stanley Finance LLC
|
Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
|
Additional Information About the Securities
Minimum ticketing size:
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$1,000 / 1 security
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Tax considerations:
|
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. However, because our counsel’s opinion is based in part on market conditions as of the date of this document, it is subject to confirmation on the pricing date.
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Assuming this treatment of the securities is respected and subject to the discussion in “United States Federal Taxation” in the accompanying product supplement for Participation Securities, the following U.S. federal income tax consequences should result based on current law:
|
|
§
A U.S. Holder should not be required
to recognize taxable income over the term of the securities prior to settlement, other than pursuant to a sale or exchange.
|
|
§
Upon sale,
exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal to the difference between the amount
realized and the U.S. Holder’s tax basis in the securities. Such gain or loss should be long-term capital gain
or loss if the investor has held the securities for more than one year, and short-term capital gain or loss otherwise.
|
|
In 2007,
the U.S. Treasury Department and the Internal Revenue Service (the “IRS”) released a notice requesting comments on
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice
focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It
also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments;
whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded
status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to
which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether
these instruments are or should be subject to the “constructive ownership” rule, which very generally can operate to
recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests
comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive
effect.
As discussed
in the accompanying product supplement for Participation Securities, 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 the terms of the securities
and current market conditions, we expect that the securities will not have a delta of one with respect to any Underlying Security
on the pricing date. However, we will provide an updated determination in the final pricing supplement. Assuming that the securities
do not have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the securities should not
be Specified Securities and, therefore, should not be subject to Section 871(m).
Our determination
is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application
may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying
Security. If withholding is required, we will not be required to pay any additional amounts with respect to the amounts
so withheld. You should consult your tax adviser regarding the potential application of Section 871(m) to the securities.
Both U.S.
and non-U.S. investors considering an investment in the securities should read the discussion under “Risk Factors”
in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for
Participation Securities and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an
investment in the securities, including possible alternative treatments, the issues presented by the aforementioned notice and
any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
|
Morgan Stanley Finance LLC
|
Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
|
|
The discussion in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United States Federal Taxation” in the accompanying product supplement for Participation Securities, 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.
|
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 will hedge 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 take positions in stocks of the underlying index, in futures and/or options contracts on the
underlying index or any component stocks of the underlying index listed on major securities markets, or in any other securities
or instruments that they may wish to use in connection with such hedging. Such purchase activity could potentially increase
the value of the underlying index on the pricing date, and, therefore, could increase the trigger level, which is the value at
or above which the underlying index must close on the valuation date so that investors do not suffer a significant loss on their
initial investment in the securities. In addition, through our affiliates, we are likely to modify our hedge position
throughout the term of the securities, including on the valuation date, 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 date approaches. 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. For further information on our use of proceeds
and hedging, see “Use of Proceeds and Hedging” in the accompanying product supplement for PLUS.
|
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 Section 4975 of the Code 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.
|
Morgan Stanley Finance LLC
|
Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk 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.
|
Additional considerations:
|
Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly.
|
Supplemental information regarding plan of distribution;
|
Selected dealers, which may include our affiliates, and their
financial advisors will collectively receive from the agent a fixed sales commission of $ for
each security they sell.
|
Morgan Stanley Finance LLC
|
Dual Directional Trigger Securities Based on the Performance of the Russell 2000® Index due September 10, 2021
Principal at Risk Securities
|
conflicts of interest:
|
MS & Co. is an affiliate of MSFL and a wholly owned subsidiary
of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging
the securities. When MS & Co. prices this offering of securities, it will determine the economic terms of the securities
such that for each security the estimated value on the pricing date will be no lower than the minimum level described in “Investment
Summary” on page 2.
MS & Co. will conduct this offering in compliance with the
requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding
a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any
of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts
of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement for Participation Securities.
|
Where you can find more information:
|
Morgan Stanley and MSFL have filed a registration statement (including
a prospectus, as supplemented by the product supplement for Participation Securities and the index supplement) with the Securities
and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus
in that registration statement, the product supplement for Participation Securities, the index supplement and any other documents
relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley,
MSFL and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively,
Morgan Stanley or MSFL will arrange to send you the product supplement for Participation Securities, index supplement and prospectus
if you so request by calling toll-free 800-584-6837.
You may access these documents on the SEC web site at.www.sec.gov.as
follows:
Product Supplement for Participation Securities dated November 16, 2017
Index Supplement dated November 16, 2017
Prospectus dated November 16, 2017
Terms used but not defined in this document are defined in the
product supplement for Participation Securities, in the index supplement or in the prospectus.
|
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