Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
October 02 2019 - 3:45PM
Edgar (US Regulatory)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
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Maximum Aggregate Offering Price
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Amount of Registration Fee
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Market-Linked Notes due 2025
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$1,576,000
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$204.56
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September 2019
Pricing Supplement No. 2,478
Registration Statement Nos.
333-221595; 333-221595-01
Dated September 30, 2019
Filed pursuant to Rule 424(b)(2)
Morgan
Stanley Finance LLC
Structured
Investments
Opportunities in International Equities
Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50®
Index
Fully and Unconditionally Guaranteed by Morgan
Stanley
The notes are unsecured obligations of Morgan Stanley Finance
LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The notes will pay no interest and will
have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented and modified
by this document. At maturity, we will pay per note the stated principal amount of $10 plus a supplemental redemption
amount, if any, based on the value of the underlying index on the determination date, subject to the maximum payment at maturity.
These long-dated notes are for investors who are concerned about principal risk but seek an equity index-based return, and who
are willing to forgo current income and upside beyond the maximum payment at maturity in exchange for the repayment of principal
at maturity plus the potential to receive a supplemental redemption amount, if any. The notes are notes issued as part
of MSFL’s Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If
we default on our obligations, you could lose some or all of your investment. These notes 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.
FINAL 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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Issue price:
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$10 per note
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Stated principal amount:
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$10 per note
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Aggregate principal amount:
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$1,576,000
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Pricing date:
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September 30, 2019
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Original issue date:
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October 3, 2019 (3 business days after the pricing date)
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Maturity date:
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April 3, 2025
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Interest:
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None
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Underlying index:
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EURO STOXX 50® Index
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Payment at maturity:
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The payment due at maturity per $10 stated principal amount will
equal:
$10 + supplemental redemption amount, if any.
In no event will the payment due at maturity be less than
the stated principal amount or greater than the maximum payment at maturity
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Supplemental redemption amount:
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(i) $10 times (ii) the index percent change times (iii) the participation rate, provided that the supplemental redemption amount will not be less than $0 or greater than $8.50 per note.
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Participation rate:
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120%
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Maximum payment at maturity:
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$18.50 per note (185% of the stated principal amount)
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Index percent change:
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(final index value – initial index value) / initial index value
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Initial index value:
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3,569.45, 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 determination date
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Determination date:
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March 31, 2025, subject to postponement for non-index business days and certain market disruption events
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CUSIP:
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61769Q881
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ISIN:
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US61769Q8814
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Listing:
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The notes will not be listed on any securities exchange.
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Agent:
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Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”
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Estimated value on the pricing date:
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$9.461 per note. See “Investment Summary” beginning 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 and fees
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Proceeds to us(3)
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Per note
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$10
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$0.30(1)
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$0.05(2)
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$9.65
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Total
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$1,576,000
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$55,160
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$1,520,840
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(1)
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Selected dealers, including Morgan Stanley Wealth
Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS & Co., a
fixed sales commission of $0.30 for each note 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 equity-linked notes.
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(2)
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Reflects a structuring fee payable to Morgan Stanley
Wealth Management by the agent or its affiliates of $0.05 for each note.
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(3)
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See “Use of proceeds and hedging” on page
12.
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The notes involve risks not associated with an investment
in ordinary debt securities. See “Risk Factors” beginning on page 5.
The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these notes, 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 notes 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 Notes” and “Additional Information About the Notes” at the end of this document.
As used in this document, “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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Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
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Investment Summary
Market-Linked Notes
The Market-Linked Notes due April 3, 2025 Based on the Value
of the EURO STOXX 50® Index (the “notes”) offer 120% participation in the positive performance of the
underlying index, subject to the maximum payment at maturity. The notes provide investors:
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§
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an opportunity to gain exposure to the EURO STOXX
50® Index
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§
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the repayment of principal at maturity, subject to
our creditworthiness
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§
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120% participation in any appreciation of the underlying
index over the term of the notes, subject to the maximum payment at maturity of $18.50 per note (185% of the stated principal amount)
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§
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no exposure to any decline of the underlying index
if the notes are held to maturity.
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At maturity, if the underlying index has depreciated or has not
appreciated at all, you will receive the stated principal amount of $10 per note, without any positive return on your investment. All
payments on the notes, including the repayment of principal at maturity, are subject to our credit risk.
Maturity:
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5.5 years
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Participation rate:
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120%
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Maximum payment at maturity:
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$18.50 per note (185% of the stated principal amount)
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Interest:
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None
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The original issue price of each note is $10. This price includes
costs associated with issuing, selling, structuring and hedging the notes, which are borne by you, and, consequently, the estimated
value of the notes on the pricing date is less than $10. We estimate that the value of each note on the pricing date is $9.461.
What goes into the estimated value on the pricing date?
In valuing the notes on the pricing date, we take into account
that the notes comprise both a debt component and a performance-based component linked to the underlying index. The
estimated value of the notes 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 notes?
In determining the economic terms of the notes, including the
participation rate and the maximum 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 notes 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 notes?
The price at which MS & Co. purchases the notes 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 notes 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 notes 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
notes, and, if it once chooses to make a market, may cease doing so at any time.
Morgan Stanley Finance LLC
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Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
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Key Investment Rationale
Market-Linked Notes offer investors exposure to the performance
of equities or equity indices and provide for the repayment of principal at maturity. They are for investors who are
concerned about principal risk but seek an equity index-based return, and who are willing to forgo yield in exchange for the repayment
of principal at maturity plus the potential to receive a supplemental redemption amount, if any, based on the performance of the
underlying index, subject to the maximum payment at maturity.
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Repayment of Principal
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The notes offer investors 120% upside exposure to the performance of the underlying index up to the maximum payment at maturity, while providing for the repayment of principal in full at maturity.
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Upside Scenario
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The underlying index increases in value significantly, and, at maturity, the investor receives a return reflecting 120% of the appreciation of the underlying index, subject to the maximum payment at maturity of $18.50 per note (185% of the stated principal amount).
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Par Scenario
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The underlying index declines or does not appreciate in value, and, at maturity, the notes pay only the stated principal amount of $10.
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Morgan Stanley Finance LLC
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Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
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Hypothetical Payout on the Notes
At maturity, for each $10 stated principal amount of notes that
you hold, you will receive the stated principal amount of $10 plus a supplemental redemption amount, if any, subject to
the maximum payment at maturity. The supplemental redemption amount will be calculated on the determination date as
follows:
(i) $10 times (ii) the index percent change times
(iii) the participation rate of 120%, provided that the supplemental redemption amount will not be less than $0 or greater than
$8.50 per note.
In no event will the payment at maturity be less than the stated
principal amount or greater than the maximum payment at maturity of $18.50 per note (185% of the stated principal amount).
The table below illustrates the payment at maturity for each
note for a hypothetical range of index percent change and does not cover the complete range of possible payouts at maturity. The
table assumes a hypothetical initial index value of 3,500.00 and reflects the maximum payment at maturity of $18.50 per note. The
actual initial index value is set forth on the cover page of this document.
Index percent change
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Final index value
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Stated principal amount
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Supplemental redemption amount
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Payment at maturity
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Return on $10 note
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80.00%
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6,300.00
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$10
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$8.50
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$18.50
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85.00%
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70.00%
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5,950.00
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$10
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$8.50
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$18.50
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85.00%
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70.83%
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5,979.05
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$10
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$8.50
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$18.50
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85.00%
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60.00%
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5,600.00
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$10
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$7.20
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$17.20
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72.00%
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50.00%
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5,250.00
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$10
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$6.00
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$16.00
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60.00%
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40.00%
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4,900.00
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$10
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$4.80
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$14.80
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48.00%
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30.00%
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4,550.00
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$10
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$3.60
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$13.60
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36.00%
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20.00%
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4,200.00
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$10
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$2.40
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$12.40
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24.00%
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10.00%
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3,850.00
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$10
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$1.20
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$11.20
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12.00%
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5.00%
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3,675.00
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$10
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$0.60
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$10.60
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6.00%
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0.00%
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3,500.00
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$10
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$0.00
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$10.00
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0.00%
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-10.00%
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3,150.00
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$10
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$0.00
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$10.00
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0.00%
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-20.00%
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2,800.00
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$10
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$0.00
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$10.00
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0.00%
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-30.00%
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2,450.00
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$10
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$0.00
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$10.00
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0.00%
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-40.00%
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2,100.00
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$10
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$0.00
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$10.00
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0.00%
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-50.00%
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1,750.00
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$10
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$0.00
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$10.00
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0.00%
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-60.00%
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1,400.00
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$10
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$0.00
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$10.00
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0.00%
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-70.00%
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1,050.00
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$10
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$0.00
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$10.00
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0.00%
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-80.00%
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700.00
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$10
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$0.00
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$10.00
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0.00%
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-90.00%
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350.00
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$10
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$0.00
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$10.00
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0.00%
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-100.00%
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0.00
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$10
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$0.00
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$10.00
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0.00%
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Morgan Stanley Finance LLC
|
Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
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Risk Factors
The following is a non-exhaustive list of certain key risk
factors for investors in the notes. For further discussion of these and other risks, you should read the section entitled
“Risk Factors” in the accompanying product supplement, 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 notes.
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§
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The notes do not pay interest and may not pay more
than the stated principal amount at maturity. If the index percent change is less than or equal to 0%, you will receive only
the stated principal amount of $10 for each note you hold at maturity. As the notes do not pay any interest, if the
underlying index does not appreciate sufficiently over the term of the notes, the overall return on the notes (the effective yield
to maturity) may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity. The
notes have been designed for investors who are willing to forgo market floating interest rates in exchange for a supplemental redemption
amount, if any, based on the performance of the underlying index.
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§
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The appreciation potential of the notes is limited
by the maximum payment at maturity. The appreciation potential of the notes is limited by the maximum payment at maturity of
$18.50 per note, or 185% of the stated principal amount. Because the payment at maturity will be limited to 185% of the stated
principal amount for the notes, any increase in the level of the index beyond approximately 170.83% of the initial index value
will not further increase the return on the notes.
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§
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The market price of the notes will be influenced
by many unpredictable factors. Several factors will influence the value of the notes in the secondary market and the price
at which MS & Co. may be willing to purchase or sell the notes in the secondary market, including the value of the underlying
index at any time and, in particular, on the determination date, the volatility (frequency and magnitude of changes in value) of
the underlying index, dividend rate on the stocks underlying the index, interest and yield rates in the market, time remaining
until the notes 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. Generally, the longer the time remaining to maturity, the more
the market price of the notes will be affected by the other factors described above. The value of the underlying index may be,
and has recently been, volatile, and we can give you no assurance that the volatility will lessen. See “EURO STOXX
50® Index Overview” below. You may receive less, and possibly significantly less, than the stated
principal amount per note if you try to sell your notes prior to maturity.
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§
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There are risks associated with investments in
securities linked to the value of foreign equity securities. The notes are linked to the value of foreign equity securities.
Investments in securities linked to the value of foreign equity securities involve risks associated with the securities markets
in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings
in companies in certain countries. Also, there is generally less publicly available information about foreign companies than about
U.S. companies that are subject to the reporting requirements of the United States Securities and Exchange Commission, and foreign
companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable
to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political, economic, financial
and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency
exchange laws. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases
in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies
in such countries may differ favorably or unfavorably from the economy in the United States in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions between
countries.
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§
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The notes 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 notes. You
are dependent on our ability to pay all amounts due on the notes at maturity and therefore you are subject to our credit risk.
The notes are not guaranteed by any other entity. If we default on our obligations under the notes, your investment
would be at risk and you could lose some or all of your investment. As a result, the market value of the notes 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 notes.
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§
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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
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Morgan Stanley Finance LLC
|
Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
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any priority over and should be treated pari passu
with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued
securities.
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§
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The amount payable on the notes is not linked to
the value of the underlying index at any time other than the determination date. The final index value will be based on the
index closing value on the determination date, 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 determination date but then drops by the
determination 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 notes may be higher than the index closing value on
the determination date, the payment at maturity will be based solely on the index closing value on the determination date.
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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
notes in the original issue price reduce the economic terms of the notes, cause the estimated value of the notes 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 notes 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 notes in the original issue price and the lower rate we are willing to pay as issuer make the economic terms of
the notes less favorable to you than they otherwise would be.
However, because the costs associated with issuing,
selling, structuring and hedging the notes 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 notes 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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§
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The estimated value of the notes 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 notes than those
generated by others, including other dealers in the market, if they attempted to value the notes. 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 notes in the secondary market (if any exists) at any time. The value of your notes 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 notes will be influenced by many unpredictable
factors” above.
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§
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Adjustments to the underlying index could adversely
affect the value of the notes. The publisher of the underlying index can add, delete or substitute the stocks underlying the
index, and can make other methodological changes required by certain events relating to the underlying stocks, such as stock dividends,
stock splits, spin-offs, rights offerings and extraordinary dividends, that could change the value of the underlying index. Any
of these actions could adversely affect the value of the notes. The publisher of the underlying index may also discontinue
or suspend calculation or publication of the underlying index at any time. In these circumstances, MS & Co., as
the calculation agent, will have the sole discretion to substitute a successor index that is comparable to the discontinued index. MS
& Co. could have an economic interest that is different than that of investors in the notes insofar as, for example, MS &
Co. is permitted to consider indices that are calculated and published by MS & Co. or any of its affiliates. If
MS & Co. determines that there is no appropriate successor index on such determination date, the index closing value on the
determination date will be an amount based on the values of the stocks underlying the discontinued index at the time of such discontinuance,
without rebalancing or substitution, computed by MS & Co, as calculation agent, in accordance with the formula for calculating
the index closing value last in effect prior to discontinuance of the underlying index.
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§
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Investing in the notes is not equivalent to investing
in the underlying index. Investing in the notes is not equivalent to investing in the underlying index or its component stocks. As
an investor in the notes, you will not have voting rights or rights to receive dividends or other distributions or any other rights
with respect to stocks that constitute the underlying index. See “Hypothetical Payout on the Notes” above.
|
Morgan Stanley Finance LLC
|
Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
|
|
§
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The notes will not be listed on any securities
exchange and secondary trading may be limited. The notes will not be listed on any securities exchange. Therefore, there may
be little or no secondary market for the notes. MS & Co. may, but is not obligated to, make a market in the notes 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 notes, 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 notes. Even
if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Since
other broker-dealers may not participate significantly in the secondary market for the notes, the price at which you may be able
to trade your notes 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 notes, it is likely that there would be no secondary market for the notes. Accordingly,
you should be willing to hold your notes to maturity.
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§
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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 notes. As calculation agent, MS &
Co. has determined the initial index value, will determine the final index value and will calculate the amount of cash you will
receive at maturity. 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 index closing value in the event of a discontinuance
of the underlying index. These potentially subjective determinations may adversely affect the payout to you at maturity. For
further information regarding these types of determinations, see “Description of Equity-Linked Notes—Supplemental Redemption
Amount,” “—Calculation Agent and Calculations,” “—Alternate Exchange Calculation in the Case
of an Event of Default” and “—Discontinuance of Any Underlying Index; Alteration of Method of Calculation”
in the accompanying product supplement for equity-linked notes. In addition, MS & Co. has determined the estimated
value of the notes on the pricing date.
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§
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Hedging and trading activity by our affiliates
could potentially adversely affect the value of the notes. 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 notes (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 notes, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the determination
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 have increased the initial index value, and, therefore,
could have increased the value at or above which the underlying index must close on the determination date before you would receive
at maturity a payment that exceeds the stated principal amount of the notes. Additionally, such hedging or trading activities
during the term of the notes, including on the determination date, could adversely affect the closing value of the underlying index
on the determination date, and, accordingly, the amount of cash an investor will receive at maturity.
|
Morgan Stanley Finance LLC
|
Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
|
EURO STOXX 50® Index Overview
The EURO STOXX 50® Index was created by STOXX
Limited, which is owned by Deutsche Börse AG and SIX Group AG. Publication of the EURO STOXX 50® Index
began on February 26, 1998, based on an initial index value of 1,000 at December 31, 1991. The EURO STOXX 50® Index
is composed of 50 component stocks of market sector leaders from within the STOXX 600 Supersector Indices, which includes stocks
selected from the Eurozone. The component stocks have a high degree of liquidity and represent the largest companies across all
market sectors. For additional information about the EURO STOXX 50® Index, see the information set forth under “EURO
STOXX 50® Index” in the accompanying index supplement.
Information as of market close on September 30, 2019:
Bloomberg Ticker Symbol:
|
SX5E
|
Current Index Value:
|
3,569.45
|
52 Weeks Ago:
|
3,414.16
|
52 Week High (on 9/20/2019):
|
3,571.39
|
52 Week Low (on 12/27/2018):
|
2,937.36
|
|
|
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 30, 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 30, 2019 was 3,569.45. 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 determination date.
EURO STOXX 50®
Index Daily Index Closing Values
January 1, 2014 to September
30, 2019
|
|
Morgan Stanley Finance LLC
|
Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
|
EURO STOXX 50® Index
|
High
|
Low
|
Period End
|
2014
|
|
|
|
First Quarter
|
3,172.43
|
2,962.49
|
3,161.60
|
Second Quarter
|
3,314.80
|
3,091.52
|
3,228.24
|
Third Quarter
|
3,289.75
|
3,006.83
|
3,225.93
|
Fourth Quarter
|
3,277.38
|
2,874.65
|
3,146.43
|
2015
|
|
|
|
First Quarter
|
3,731.35
|
3,007.91
|
3,697.38
|
Second Quarter
|
3,828.78
|
3,424.30
|
3,424.30
|
Third Quarter
|
3,686.58
|
3,019.34
|
3,100.67
|
Fourth Quarter
|
3,506.45
|
3,069.05
|
3,267.52
|
2016
|
|
|
|
First Quarter
|
3,178.01
|
2,680.35
|
3,004.93
|
Second Quarter
|
3,151.69
|
2,697.44
|
2,864.74
|
Third Quarter
|
3,091.66
|
2,761.37
|
3,002.24
|
Fourth Quarter
|
3,290.52
|
2,954.53
|
3,290.52
|
2017
|
|
|
|
First Quarter
|
3,500.93
|
3,230.68
|
3,500.93
|
Second Quarter
|
3,658.79
|
3,409.78
|
3,441.88
|
Third Quarter
|
3,594.85
|
3,388.22
|
3,594.85
|
Fourth Quarter
|
3,697.40
|
3,503.96
|
3,503.96
|
2018
|
|
|
|
First Quarter
|
3,672.29
|
3,278.72
|
3,361.50
|
Second Quarter
|
3,592.18
|
3,340.35
|
3,395.60
|
Third Quarter
|
3,527.18
|
3,293.36
|
3,399.20
|
Fourth Quarter
|
3,414.16
|
2,937.36
|
3,001.42
|
2019
|
|
|
|
First Quarter
|
3,409.00
|
2,954.66
|
3,351.71
|
Second Quarter
|
3,514.62
|
3,280.43
|
3,473.69
|
Third Quarter (through September 30, 2019)
|
3,571.39
|
3,282.78
|
3,569.45
|
|
|
|
|
“EURO STOXX 50®” and “STOXX®”
are registered trademarks of STOXX Limited. See “EURO STOXX 50® Index” in the accompanying index
supplement.
Morgan Stanley Finance LLC
|
Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
|
Additional Terms of the Notes
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.
|
Underlying index publisher:
|
STOXX Limited or any successor thereof
|
Denominations:
|
$10 and integral multiples thereof
|
Interest:
|
None
|
Bull or bear notes:
|
Bull notes
|
Call right:
|
The notes are not callable prior to the maturity date
|
Postponement of maturity date:
|
If the determination 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 determination date as postponed.
|
Equity-linked notes:
|
All references to “equity-linked notes” or related terms in the accompanying product supplement for equity-linked notes shall be deemed to refer to market-linked notes when read in conjunction with this document.
|
Trustee:
|
The Bank of New York Mellon
|
Calculation agent:
|
MS & Co.
|
Issuer notice to registered note holders, the trustee and the depositary:
|
In the event that the maturity date is postponed due to postponement
of the determination 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 notes 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 notes 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 determination date for determining the final index value.
The issuer shall, or shall cause the calculation agent to, (i)
provide written notice to the trustee at its New York office, on which notice the trustee may conclusively rely, and to the depositary
of the payment at maturity 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 notes to the trustee for delivery to the depositary, as a holder of the
notes, on the maturity date.
|
Morgan Stanley Finance LLC
|
Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
|
Additional Information About the Notes
Minimum ticketing size:
|
$1,000 / 100 notes
|
Tax considerations:
|
In the opinion of our counsel, Davis Polk & Wardwell LLP,
the notes should be treated as “contingent payment debt instruments” for U.S. federal income tax purposes, as described
in the section of the accompanying product supplement called “United States Federal Taxation—Tax Consequences to U.S.
Holders.” Under this treatment, if you are a U.S. taxable investor, you generally will be subject to annual income tax based
on the “comparable yield” (as defined in the accompanying product supplement) of the notes, adjusted upward or downward
to reflect the difference, if any, between the actual and projected amount of the payments on the notes. In addition,
any gain recognized by U.S. taxable investors on the sale or exchange, or at maturity, of the notes generally will be treated as
ordinary income. We have determined that the “comparable yield” for the notes is a rate of 2.2097% per annum,
compounded semi-annually. Based on the comparable yield set forth above, the “projected payment schedule”
for a note (assuming an issue price of $10) consists of a single projected amount equal to $ 11.2851 due at maturity.
You should read the discussion under “United States Federal
Taxation” in the accompanying product supplement concerning the U.S. federal income tax consequences of an investment in
the notes.
The following table states the amount of interest income (without
taking into account any adjustment to reflect the difference, if any, between the actual and the projected amount of the contingent
payment on a note) that will be deemed to have accrued with respect to a note for each accrual period (assuming a day count convention
of 30 days per month and 360 days per year), based upon the comparable yield set forth above.
|
|
ACCRUAL
PERIOD
|
INTEREST
INCOME DEEMED TO ACCRUE DURING ACCRUAL PERIOD (PER NOTE)
|
TOTAL
INTEREST INCOME DEEMED TO HAVE ACCRUED FROM ORIGINAL ISSUE DATE (PER NOTE) AS OF END OF ACCRUAL PERIOD
|
|
Original Issue Date through December 31, 2019
|
$0.0534
|
$0.0534
|
|
January 1, 2020 through June 30, 2020
|
$0.1111
|
$0.1645
|
|
July 1, 2020 through December 31, 2020
|
$0.1123
|
$0.2768
|
|
January 1, 2021 through June 30, 2021
|
$0.1135
|
$0.3903
|
|
July 1, 2021 through December 31, 2021
|
$0.1148
|
$0.5051
|
|
January 1, 2022 through June 30, 2022
|
$0.1161
|
$0.6212
|
|
July 1, 2022 through December 31, 2022
|
$0.1173
|
$0.7385
|
|
January 1, 2023 through June 30, 2023
|
$0.1186
|
$0.8571
|
|
July 1, 2023 through December 31, 2023
|
$0.1200
|
$0.9771
|
|
January 1, 2024 through June 30, 2024
|
$0.1213
|
$1.0984
|
|
July 1, 2024 through December 31, 2024
|
$0.1226
|
$1.2210
|
|
January 1, 2025 through the Maturity Date
|
$0.0641
|
$1.2851
|
|
The comparable yield and the projected payment schedule are
not provided for any purpose other than the determination of U.S. Holders’ accruals of interest income and adjustments thereto
in respect of the notes for U.S. federal income tax purposes, and we make no representation regarding the actual amount of the
payments that will be made on the notes.
If you are a non-U.S. investor, please also read the section
of the accompanying product supplement called “United States Federal Taxation—Tax Consequences to Non-U.S. Holders.”
As discussed in the accompanying product supplement, Section
871(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury regulations promulgated thereunder
(“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities (each, an “Underlying Security”). Subject to certain exceptions, Section 871(m) generally
applies to securities that substantially replicate the economic performance of one or more Underlying Securities, as determined
based on tests set forth in the applicable Treasury regulations (a “Specified Security”). However, pursuant
to an Internal Revenue Service (“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 notes
do not have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the notes 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 notes.
|
Morgan Stanley Finance LLC
|
Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
|
|
In addition, as discussed in the accompanying product supplement,
withholding rules commonly referred to as “FATCA” apply to certain financial instruments (including the notes) with
respect to payments of amounts treated as interest and to any payment of gross proceeds of a disposition (including retirement)
of such an instrument. 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 interest or other “FDAP income,” as defined in the accompanying product supplement).
You should consult your tax adviser regarding all aspects
of the U.S. federal income tax consequences of an investment in the notes, as well as any tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction. Moreover, neither this document nor the accompanying product supplement
addresses the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code.
|
|
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, 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 notes.
|
Use of proceeds and hedging:
|
The proceeds from the sale of the notes will be used by us for
general corporate purposes. We will receive, in aggregate, $10 per note issued, because, when we enter into hedging
transactions in order to meet our obligations under the notes, our hedging counterparty will reimburse the cost of the agent’s
commissions. The costs of the notes borne by you and described beginning on page 2 above comprise the agent’s
commissions and the cost of issuing, structuring and hedging the notes.
On or prior to the pricing date, we hedged our anticipated exposure
in connection with the notes 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 options contracts
on the underlying index and any component stocks of the underlying index listed on major securities markets. Such purchase
activity could have increased the value of the underlying index on the pricing date, and, therefore, could have increased the value
at or above which the underlying index must close on the determination date before you would receive at maturity a payment that
exceeds the stated principal amount of the notes. In addition, through our affiliates, we are likely to modify our hedge
position throughout the term of the notes, including on the determination 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 notes, and the hedging strategy may
involve greater and more frequent dynamic adjustments to the hedge as the determination 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 notes or the payment you will receive at maturity. For further information on our use of proceeds and hedging,
see “Use of Proceeds and Hedging” in the accompanying product 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 notes. 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 notes 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 notes 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 notes. 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
|
Morgan Stanley Finance LLC
|
Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
|
|
transactions involving the notes.
Because we may be considered a party in interest with respect
to many Plans, the notes 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 notes will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the
notes that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such notes 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 notes will not constitute or result in a non-exempt are not 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 notes on behalf of or with “plan assets” of any Plan consult with their counsel
regarding the availability of exemptive relief.
Each purchaser and holder of the notes has exclusive responsibility
for ensuring that its purchase, holding and disposition of the notes do not violate the prohibited transaction rules of ERISA or
the Code or any Similar Law. The sale of any notes 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 lan purchasers generally and such purchasers of these notes should consult and
rely on their own counsel and advisers as to whether an investment in these notes 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 notes 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 notes 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 notes, either directly or indirectly.
|
Supplemental information regarding plan of distribution; conflicts of interest:
|
The agent may distribute the securities through Morgan Stanley
Smith Barney LLC (“Morgan Stanley Wealth Management”), as selected dealer, or other dealers, which may include Morgan
Stanley & Co. International plc (“MSIP”) and Bank Morgan Stanley AG. Morgan Stanley Wealth Management, MSIP and
Bank Morgan Stanley AG are affiliates of ours. Selected dealers, including Morgan Stanley Wealth Management, and their financial
advisors will collectively receive from the Agent, Morgan Stanley & Co. LLC, a fixed sales commission of $0.30 for each note
they sell. In addition, Morgan Stanley Wealth Management will receive a structuring fee of $0.05 for each note.
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 notes.
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.
|
Validity of the notes:
|
In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the notes offered by this pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such notes will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the notes and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated November 16, 2017, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on November 16, 2017.
|
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 Equity-Linked Notes 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 Equity-Linked Notes, the index supplement and any other
|
Morgan Stanley Finance LLC
|
Market-Linked Notes due April 3, 2025
Based on the Value of the EURO STOXX 50® Index
|
|
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 Equity-Linked Notes, index supplement and prospectus if you so request by calling
toll-free 1-(800)-584-6837.
You may access these documents on the SEC web site at.www.sec.gov
as follows:
Product Supplement for Equity-Linked Notes 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 Equity-Linked Notes, in the index supplement or in the prospectus.
|
Morgan Stanley Depository Shares Representing 1/1000TH Preferred Series 1 Fixed TO Floating Non (Cum) (NYSE:MSPI)
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