July 2020
Preliminary Terms No. 4,527
Registration Statement Nos.
333-221595; 333-221595-01
Dated July 9, 2020
Filed pursuant to Rule 433
Morgan
Stanley Finance LLC
Structured
Investments
Opportunities in U.S. Equities
Fixed Income Auto-Callable Securities due November
4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst
Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Fully and Unconditionally Guaranteed by Morgan
Stanley
Principal at Risk Securities
The securities offered are unsecured obligations of Morgan Stanley
Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities have
the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this
document. The securities do not guarantee the repayment of any principal. Instead, the securities offer the opportunity for investors
to earn a fixed monthly coupon at an annual rate of at least 4.00% (to be determined on the pricing date). In addition, the securities
will be automatically redeemed if the index closing value of each of the Dow Jones Industrial AverageSM and the
S&P 500® Index is greater than or equal to its respective initial index value on any monthly redemption
determination date (beginning after three months) for the early redemption payment equal to the sum of the stated principal amount
plus the related monthly coupon. At maturity, if the securities have not previously been redeemed and the final index
value of each underlying index is greater than or equal to 60%
of the respective initial index value, which we refer to as the respective downside threshold level, the payment at maturity will
be the stated principal amount and the related monthly coupon. If, however, the final index value of either underlying index
is less than its respective downside threshold level, investors will be fully exposed to the decline in the worst performing
underlying index on a 1-to-1 basis and will receive a payment at maturity that is less than 60% of the stated principal
amount of the securities and could be zero. Accordingly, investors could lose their entire initial investment in the
securities. The securities are for investors who are willing to risk their principal based on the worst performing of two underlying
indices and who seek to earn interest at a potentially above-market rate in exchange for the risk of losing a significant portion
or all of their investment, and the possibility of an automatic early redemption prior to maturity. Investors will not participate
in any appreciation of either underlying index. The securities are notes
issued as part of MSFL’s Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If we default
on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not
have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
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
|
Underlying indices:
|
Dow Jones Industrial AverageSM (the “INDU Index”) and S&P 500® Index (the “SPX Index”)
|
Aggregate principal amount:
|
$
|
Stated principal amount:
|
$1,000 per security
|
Issue price:
|
$1,000 per security (see “Commissions and issue price” below)
|
Pricing date:
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July 31, 2020
|
Original issue date:
|
August 5, 2020 (3 business days after the pricing date)
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Maturity date:
|
November 4, 2021
|
Early redemption:
|
The securities are not subject to automatic early redemption
until three months after the original issue date. Following this initial 3-month non-call period, if, on any redemption determination
date, beginning on October 30, 2020, the index closing value of each underlying index is greater than or equal to
its respective initial index value, the securities will be automatically redeemed for an early redemption payment on the related
early redemption date. No further payments will be made on the securities once they have been redeemed.
The securities will not be redeemed early on any early redemption
date if the index closing value of either underlying index is below the respective initial index value for such underlying index
on the related redemption determination date.
|
Early redemption payment:
|
The early redemption payment will be an amount equal to (i) the stated principal amount for each security you hold plus (ii) the monthly coupon for the related interest period.
|
Monthly coupon:
|
Unless the securities have been previously redeemed, a fixed coupon at an annual rate of at least 4.00% (corresponding to approximately $3.333 per month per security, to be determined on the pricing date) will be paid on each coupon payment date.
|
Payment at maturity:
|
If the securities have not been automatically redeemed prior
to maturity, the payment at maturity will be determined as follows:
If the final index value of each underlying index is greater
than or equal to its respective downside threshold level, investors will receive the stated principal amount plus the
monthly coupon for the final interest period.
If the final index value of either underlying index is
less than its respective downside threshold level, investors will receive (i) the monthly coupon for the final interest
period plus (ii) the product of (a) the stated principal amount and (b) the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be less than 60% of the stated principal amount
of the securities and could be zero.
|
|
Terms continued on the following page
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Agent:
|
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:
|
Approximately $968.20 per security, or within $35.00 of that estimate. See “Investment Summary” beginning on page 3.
|
Commissions and issue price:
|
Price to public
|
Agent’s commissions(1)
|
Proceeds to us(2)
|
Per security
|
$1,000
|
$
|
$
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Total
|
$
|
$
|
$
|
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(1)
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Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, 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 auto-callable securities.
|
|
(2)
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See “Use of proceeds and hedging” on page 27.
|
The securities involve risks not associated
with an investment in ordinary debt securities. See “Risk Factors” beginning on page 10.
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.
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
Fixed Income
Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the
Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
Terms continued from previous page:
|
Redemption determination dates:
|
Beginning after three months, monthly, on October 30, 2020, December 1, 2020, December 29, 2020, February 1, 2021, March 1, 2021, March 30, 2021, April 29, 2021, June 1, 2021, June 30, 2021, July 30, 2021, September 1, 2021 and September 29, 2021, subject to postponement for non-index business days and certain market disruption events.
|
Early redemption dates:
|
Beginning after three months, monthly, on November 4, 2020, December 4, 2020, January 4, 2021, February 4, 2021, March 4, 2021, April 4, 2021, May 4, 2021, June 4, 2021, July 4, 2021, August 4, 2021, September 4, 2021 and October 4, 2021. If any such day is not a business day, that early redemption payment will be made on the next succeeding business day and no adjustment will be made to any early redemption payment made on that succeeding business day.
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Downside threshold level:
|
With respect to the INDU Index: , which is 60% of its initial
index value
With respect to the SPX Index: , which is 60% of its initial
index value
|
Initial index value:
|
With respect to the INDU Index: , which is its index closing
value on the pricing date
With respect to the SPX Index: , which is its index closing value
on the pricing date
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Final index value:
|
With respect to each index, the respective index closing value on the final observation date
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Worst performing underlying index:
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The underlying index with the larger percentage decrease from the respective initial index value to the respective final index value
|
Index performance factor:
|
Final index value divided by the initial index value
|
Coupon payment dates:
|
Monthly, on the 4th day of each month, beginning September 4, 2020; provided that if any such day is not a business day, that coupon payment will be made on the next succeeding business day and no adjustment will be made to any coupon payment made on that succeeding business day. The final monthly coupon will be paid on the maturity date.
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Final observation date:
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November 1, 2021, subject to postponement for non-index business days and certain market disruption events.
|
CUSIP / ISIN:
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61771BUL6 / US61771BUL60
|
Listing:
|
The securities will not be listed on any securities exchange.
|
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
Investment Summary
Fixed Income Auto-Callable Securities
Principal at Risk Securities
Fixed Income Auto-Callable Securities due November 4, 2021, with
3-month Initial Non-Call Period All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM
and the S&P 500® Index (the “securities”) do not guarantee the repayment of any principal. Instead,
the securities offer the opportunity for investors to earn a fixed monthly coupon at an annual rate of at least 4.00% (to be determined
on the pricing date). In addition, the securities will be automatically redeemed if the index closing value of each underlying
index is greater than or equal to its respective initial index value on any monthly redemption determination date (beginning after
three months) for the early redemption payment equal to the sum of the stated principal amount plus the related monthly
coupon. At maturity, if the securities have not previously been
redeemed and the final index value of each underlying index is greater than or equal to 60%
of the respective initial index value, which we refer to as the respective downside threshold level, the payment at maturity will
be the stated principal amount and the related monthly coupon. If, however, the final index value of either underlying index
is less than its respective downside threshold level, investors will be fully exposed to the decline in the worst performing
underlying index on a 1-to-1 basis and will receive a payment at maturity that is less than 60% of the stated principal
amount of the securities and could be zero. Accordingly, investors could lose their entire initial investment in the securities.
Maturity:
|
Approximately 1.25 years
|
Monthly coupon:
|
A monthly coupon at an annual rate of at least 4.00% (corresponding to approximately $3.333 per month per security, to be determined on the pricing date) will be paid on the securities on each coupon payment date.
|
Automatic early redemption (beginning after three months):
|
If the index closing value of each underlying index is greater than or equal to its initial index value on any monthly redemption determination date, beginning on October 30, 2020 (approximately three months after the original issue date), the securities will be automatically redeemed for an early redemption payment equal to the stated principal amount plus the monthly coupon for the related interest period.
|
Payment at maturity:
|
If the securities have not been automatically redeemed prior
to maturity, the payment at maturity will be determined as follows:
If the final index value of each underlying index is greater
than or equal to its respective downside threshold level, investors will receive the stated principal amount plus the
monthly coupon for the final interest period.
If the final index value of either underlying index is
less than its respective downside threshold level, investors will receive (i) the monthly coupon for the final interest
period plus (ii) the product of (a) the stated principal amount and (b) the index performance factor of the worst performing
underlying index. Under these circumstances, the payment at maturity will be less than 60% of the stated principal amount of the
securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire
initial investment.
|
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 $968.20, or within $35.00 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 indices. The estimated
value of the securities is determined using
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
our own pricing and valuation models, market inputs and assumptions
relating to the underlying indices, instruments based on the underlying indices, 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 monthly coupon rate and the downside threshold levels, 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 indices, 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 3 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 indices,
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
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
Key Investment Rationale
The securities offer investors an opportunity to earn a fixed
monthly coupon at an annual rate of at least 4.00% (to be determined on the pricing date). The securities have been designed for
investors who are willing to risk their principal and seek to earn interest at a potentially above-market rate in exchange for
the risk of losing a significant portion or all of their investment, and the possibility of an automatic early redemption.
The following scenarios are for illustrative purposes only to
demonstrate how the early redemption payment or the payment at maturity (if the securities have not previously been redeemed) is
calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed,
and the payment at maturity may be less than 60% of the stated principal amount of the securities and may be zero.
Scenario 1: The securities are redeemed prior to maturity
|
Starting after three months, when each underlying index closes at or above its respective initial index value on a monthly redemption determination date, the securities will be automatically redeemed for the stated principal amount plus the monthly coupon for the related monthly interest period. No further payments will be made on the securities once they have been redeemed. Investors will not participate in any appreciation of either underlying index.
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Scenario 2: The securities are not redeemed prior to maturity, and investors receive principal back at maturity
|
This scenario assumes that each underlying index closes below
its respective initial index value on every monthly redemption determination date. Consequently, the securities are not automatically
redeemed.
On the final observation date, each underlying index closes at
or above its respective downside threshold level. At maturity, investors will receive the stated principal amount plus the
monthly coupon for the final interest period. Investors will not participate in any appreciation of either underlying index.
|
Scenario 3: The securities are not redeemed prior to maturity, and investors suffer a substantial loss of principal at maturity
|
This scenario assumes that each underlying index closes below
its respective initial index value on every monthly redemption determination date. Consequently, the securities are not automatically
redeemed.
On the final observation date, one or both underlying indices
close below the respective downside threshold level(s). At maturity, investors will receive (i) the monthly coupon for the final
interest period plus (ii) the product of (a) the stated principal amount and (b) the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be less than 60% of the stated principal amount
and could be zero.
|
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
How the Securities Work
The following diagrams illustrate the potential outcomes for
the securities depending on (1) the index closing values on each monthly redemption determination date (starting after three months)
and (2) the final index values. Please see “Hypothetical Examples” beginning on page 7 for illustration of hypothetical
payouts on the securities.
Diagram #1: Automatic Early Redemption (Beginning
Three Months After the Original Issue Date)
Diagram #2: Payment at Maturity if No Automatic
Early Redemption Occurs
For more information about the payout upon an early redemption
or at maturity in different hypothetical scenarios, see “Hypothetical Examples” starting on page 7.
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
Hypothetical Examples
The following hypothetical examples illustrate how to determine
whether the securities are redeemed early and the payment at maturity, if any, if the securities have not been automatically redeemed
early. The following examples are for illustrative purposes only. Whether the securities are redeemed early will be determined
by reference to the index closing value of each underlying index on each monthly redemption determination date (beginning after
three months), and the payment at maturity, if any, will be determined by reference to the final index value of each underlying
index on the final observation date. The actual initial index value and downside threshold level for each underlying index will
be determined on the pricing date. All payments on the securities, if any, are subject to our credit risk. The numbers in the hypothetical
examples below may have been rounded for the ease of analysis. The below examples are based on the following terms:
Hypothetical Monthly Coupon:
|
4.00% per annum (corresponding to approximately $3.333 per month per security1)
|
Automatic Early Redemption (starting after three months):
|
If the index closing value of each underlying index is greater than or equal to its respective initial index value on any monthly redemption determination date, the securities will be automatically redeemed for an early redemption payment equal to the stated principal amount plus the monthly coupon for the related monthly interest period.
|
Payment at Maturity (if the securities have not been automatically redeemed early):
|
If the final index value of each underlying index is greater
than or equal to its respective downside threshold level, investors will receive the stated principal amount plus the
monthly coupon for the final interest period.
If the final index value of either underlying index is
less than its respective downside threshold level, investors will receive (i) the monthly coupon for the final interest
period plus (ii) the product of (a) the stated principal amount and (b) the index performance factor of the worst performing
underlying index. Under these circumstances, the payment at maturity will be less than 60% of the stated principal amount of the
securities and could be zero.
|
Stated Principal Amount:
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$1,000 per security
|
Hypothetical Initial Index Value:
|
With respect to the INDU Index: 25,000
With respect to the SPX Index: 3,000
|
Hypothetical Downside Threshold Level:
|
With respect to the INDU Index: 15,000, which is 60% of the hypothetical
initial index value for such index
With respect to the SPX Index: 1,800, which is 60% of the hypothetical
initial index value for such index
|
1 The actual monthly coupon will be an amount determined
by the calculation agent based on the actual monthly coupon rate and the number of days in the applicable payment period, calculated
on a 30/360 basis. The hypothetical monthly coupon of $3.333 is used in these examples for ease of analysis.
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
How to determine whether the securities are redeemed
early:
|
Index Closing Value
|
Early Redemption Payment*
|
INDU Index
|
SPX Index
|
|
Hypothetical Redemption Determination Date 1
|
28,000 (at or above the initial index value)
|
2,700 (below the initial index value)
|
N/A
|
Hypothetical Redemption Determination Date 2
|
26,500 (at or above the initial index value)
|
3,200 (at or above the initial index value)
|
$1,003.333 (the stated principal amount plus the monthly coupon for the related monthly interest period)
|
* The Early Redemption Payment includes the unpaid monthly coupon
for the related monthly interest period.
If, on any redemption determination date, the index closing value
of each underlying index is greater than or equal to its respective initial index value, the securities will be automatically
redeemed for an early redemption payment.
On hypothetical redemption determination date 1, the INDU Index
closes at or above its initial index value but the SPX Index closes below its initial index value. Therefore, the securities are
not redeemed early following such redemption determination date.
On hypothetical redemption determination date 2, each underlying
index closes at or above its respective initial index value. Accordingly, the securities are automatically redeemed following such
redemption determination date. You receive the early redemption payment, calculated as follows:
stated principal amount
+ monthly coupon = $1,000 + $3.333 = $1,003.333
No further payments will be made on the securities once they
have been redeemed. Additionally, investors will not participate in any appreciation of either underlying index.
The securities will not be redeemed early if the index closing
value of either underlying index on the related redemption determination date is less than the initial index value for such underlying
index.
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
How to calculate the payment at maturity (if
the securities have not been automatically redeemed):
The examples below illustrate how to calculate the payment at
maturity if the securities have not been automatically redeemed prior to maturity.
|
Final Index Value
|
Payment at Maturity
(in addition to the monthly coupon of $3.333
for the final interest period)
|
INDU Index
|
SPX Index
|
|
Example 1:
|
11,250 (below the downside threshold level)
|
2,500 (at or above the downside threshold level)
|
$1,000 × index performance factor of the worst performing underlying index =
$1,000 × (11,250 / 25,000) = $450
|
Example 2:
|
11,250 (below the downside threshold level)
|
900 (below the downside threshold level)
|
$1,000 × (900 / 3,000) = $300
|
Example 3:
|
27,000 (at or above the downside threshold level)
|
3,300 (at or above the downside threshold level)
|
The stated principal amount
|
In example 1, the final index value of one of the underlying
indices is at or above its respective downside threshold level, but the final index value of the other underlying index is below
its respective downside threshold level. Therefore, investors are exposed to the downside performance of the worst performing underlying
index at maturity and receive at maturity, in addition to the monthly coupon for the final interest period, an amount equal
to the stated principal amount multiplied by the index performance factor of the worst performing underlying index.
Similarly, in example 2, the final index value of each underlying
index is below its respective downside threshold level, and investors receive at maturity, in addition to the monthly coupon for
the final interest period, an amount equal to the stated principal amount times the index performance factor of the worst
performing underlying index. The INDU Index has declined 55% from its initial index value to its final index value and the SPX
Index has declined 70% from its initial index value to its final index value. Therefore, the payment at maturity equals, in addition
to the monthly coupon for the final interest period, the stated principal amount multiplied by the index performance factor
of the SPX Index, which is the worst performing underlying index in this example.
In example 3, the final index value of each underlying index
is at or above its respective downside threshold level. Therefore, investors receive at maturity the stated principal amount of
the securities plus the monthly coupon for the final interest period. However, investors do not participate in any appreciation
of the underlying indices.
If the final index value of EITHER underlying index is below
its respective downside threshold level, you will be exposed to the downside performance of the worst performing underlying index
at maturity, and your payment at maturity will be less than $600 per security and could be zero.
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
Risk Factors
The
following is a 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, index supplement and prospectus.
We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your
investment in the securities.
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§
|
The securities do not guarantee the return of any principal.
The terms of the securities differ from those of ordinary debt securities in that they do not guarantee the repayment of any principal.
If the securities have not been automatically redeemed prior to maturity, and if the final index value of either underlying
index is less than its respective downside threshold level of 60% of its initial index value, you will be exposed to the decline
in the index closing value of the worst performing underlying index, as compared to its initial index value, on a 1-to-1 basis,
and you will receive for each security that you hold at maturity an amount equal to the stated principal amount multiplied by
the index performance factor of the worst performing underlying index. In this case, the payment at maturity will be less
than 60% of the stated principal amount and could be zero. You could lose a significant portion or all of your investment in the
securities.
|
|
§
|
You are exposed to the price risk of each underlying index with
respect to the payment at maturity, if any. Your return on the securities is not linked to
a basket consisting of the underlying indices. Rather, it will be contingent upon the independent performance of each underlying
index. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among
all the components of the basket, you will be exposed to the risks related to each underlying index. Poor performance by either
underlying index over the term of the securities will negatively affect your return and will
not be offset or mitigated by any positive performance by the other underlying index. If either underlying index
has declined to below its respective downside threshold level as of the final observation date,
you will be fully exposed to the decline in the worst performing underlying index
over the term of the securities on a 1-to-1 basis, even if the other underlying index has appreciated or has not declined as much.
Under this scenario, the value of any such payment will be less than 60% of the stated principal amount and could be zero. Accordingly,
your investment is subject to the price risk of each underlying index.
|
|
§
|
Because the securities are linked to the performance of the worst performing underlying index, you are exposed to greater
risks of sustaining a significant loss on your investment than if the securities were linked to just one index. The risk that
you will suffer a significant loss on your investment is greater if you invest in the securities as opposed to substantially similar
securities that are linked to the performance of just one underlying index. With two underlying indices, it is more likely that
either underlying index will close below its downside threshold level on the final observation date than if the securities were
linked to only one underlying index. Therefore, it is more likely that you will suffer a significant loss on your investment. In
addition, because each underlying index must close above its initial index value on a monthly redemption determination date (beginning
after three months) in order for the securities to be called prior to maturity, the securities are less likely to be called on
any early redemption date than if the securities were linked to just one underlying index.
|
|
§
|
Investors will not participate in any appreciation in either underlying index. Investors will not participate in any
appreciation in either underlying index from the initial index value for such index, and the return on the securities will be limited
to the monthly coupon that is paid for each monthly interest period until early redemption or maturity.
|
|
§
|
The market price 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. We expect that generally the level of interest rates available in the market and the value of each underlying
index on any day, including in relation to its respective
downside threshold level and initial index value, will affect the value of the securities more than any other factors. Other factors
that may influence the value of the securities include:
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|
o
|
the volatility (frequency and magnitude of changes in value) of the underlying indices,
|
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
|
o
|
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks
of the underlying indices or securities markets generally and which may affect the value of each underlying index,
|
|
o
|
dividend rates on the securities underlying the underlying
indices,
|
|
o
|
the time remaining until the securities mature,
|
|
o
|
interest and yield rates in the market,
|
|
o
|
the availability of comparable instruments,
|
|
o
|
the composition of the underlying indices and changes in the constituent stocks of such indices, and
|
|
o
|
any actual or anticipated changes in our credit ratings or credit spreads.
|
Some
or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. In particular,
if either underlying index has closed near or below its respective downside threshold level, the market value of the securities
is expected to decrease substantially, and you may have to sell your securities at a substantial discount from the stated principal
amount of $1,000 per security.
You cannot predict the future performance
of either underlying index based on its historical performance. The value of either underlying index may decrease and be below
the respective downside threshold level(s) on the final observation date so that you will lose more than 40% or all of your initial
investment in the securities. There can be no assurance that the index closing value of each underlying index will be at or above
its respective downside threshold level on the final observation date so that you do not suffer a significant loss on your initial
investment in the securities. See “Dow Jones Industrial AverageSM Overview” and “S&P 500®
Index Overview” below.
|
§
|
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
on each coupon payment date, upon early redemption and at maturity and therefore you are subject to our credit risk. The securities
are not guaranteed by any other entity. If we default on our obligations under the securities, your investment would be at risk
and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected
by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase
in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.
|
|
§
|
As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary,
MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets
available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution
or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee
by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan
Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of
securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should
be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders
of Morgan Stanley-issued securities.
|
|
§
|
Not equivalent to investing in the underlying indices. Investing in the securities
is not equivalent to investing in either underlying index or the component stocks of either underlying index. Investors in the
securities will not participate in any positive performance of either underlying index, and will not have voting rights or rights
to receive dividends or other distributions or any other rights with respect to stocks that constitute either underlying index.
|
|
§
|
Reinvestment risk. The term
of your investment in the securities may be shortened due to the automatic early redemption feature of the securities. If the securities
are redeemed prior to maturity, you will receive no more monthly coupons and may be forced to invest in a lower interest rate environment
and may not be able to reinvest at
|
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
comparable
terms or returns. However, under no circumstances will the securities be redeemed in the first three months of the term of the
securities.
|
§
|
The securities will not be listed on any securities exchange and secondary trading may be limited.
Accordingly, you should be willing to hold your securities for the entire 1.25-year term of the securities. 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.
|
|
§
|
The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate
implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated
with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities,
cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market
prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including
MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than
the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs
that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary
market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well
as other factors.
|
The inclusion of the costs of issuing,
selling, structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer
make the economic terms of the securities less favorable to you than they otherwise would be.
However, because the costs associated
with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 3 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 indices, 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.
|
§
|
The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from
those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary
and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be
incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher
estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value
the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers,
including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value
of your securities at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy,
including our creditworthiness and changes in market conditions. See also “The market price will be influenced by many unpredictable
factors” above.
|
|
§
|
Hedging and trading activity by our affiliates could potentially 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 indices or their component stocks), including trading in the stocks that constitute the
|
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
underlying indices as well as in
other instruments related to the underlying indices. 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 final observation date approaches. Some of our affiliates also trade the stocks that constitute the underlying indices and
other financial instruments related to the underlying indices 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 of an underlying index, and, therefore, could increase (i) the level at or above which such underlying index must close on
any redemption determination date so that the securities are redeemed prior to maturity for the early redemption payment (depending
also on the performance of the other underlying index) and (ii) the level at or above which such underlying index must close on
the final observation date so that you are not exposed to the negative performance of the worst performing underlying index at
maturity (depending also on the performance of the other underlying index). Additionally, such hedging or trading activities during
the term of the securities could affect the value of an underlying index on the redemption determination dates and the final observation
date and, accordingly, whether we redeem the securities prior to maturity and the amount of cash you receive at maturity, if any
(depending also on the performance of the other underlying index).
|
§
|
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 and the downside threshold level
for each underlying index, whether the securities will be redeemed on any early redemption date and the payment 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 index closing value in the event of a market disruption event or discontinuance of an
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 Auto-Callable Securities—Postponement of Determination
Dates," "—Alternate Exchange Calculation in Case of an Event of Default,” "—Discontinuance of
Any Underlying Index; Alteration of Method of Calculation” 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.
|
|
§
|
Adjustments to the underlying indices could adversely affect the value of the securities. The publisher of each underlying
index may add, delete or substitute the component stocks of such underlying index or make other methodological changes that could
change the value of such underlying index. Any of these actions could adversely affect the value of the securities. The publisher
of each underlying index may also discontinue or suspend calculation or publication of such 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 securities
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 any observation date, the determination
of whether the securities will be redeemed and/or the amount payable at maturity, if any, will be based on the value of such underlying
index, based on the closing prices of the stocks constituting such underlying 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 such
underlying index last in effect prior to such discontinuance, as compared to the relevant initial index value or downside threshold
level, as applicable (depending also on the performance of the other underlying index).
|
|
§
|
The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal
authority as to the proper treatment of the securities for U.S. federal income tax purposes, and, therefore, significant aspects
of the tax treatment of the securities are uncertain.
|
Please read the discussion under
“Additional Information―Tax considerations” in this document concerning the U.S. federal income tax consequences
of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes as a unit consisting of
(i) a Put Right (as defined below under “Additional Information―Tax considerations”) written by you to us that,
if exercised, requires you to pay to us an amount equal to the Deposit (as defined below under “Additional Information―Tax
considerations”), in exchange for a cash amount based on the
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
performance of the worst
performing underlier, and (ii) a Deposit with us of a fixed amount of cash to secure your obligation under the Put Right.
Alternative U.S. federal income tax treatments of the securities are possible, and if the Internal Revenue Service (the “IRS”)
were successful in asserting such an alternative tax treatment for the securities the timing and the character of income on the
securities might differ significantly from the tax treatment described herein. 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 herein.
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. While it is not clear whether the securities would be viewed as similar to the prepaid forward contracts
described in the notice, it is possible that any Treasury regulations or other guidance issued after consideration of these issues
could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.
The notice focuses on a number of issues, the most relevant of which for holders of the securities are the character and timing
of income or loss (including whether the entire coupon on the securities should be required to be included currently as ordinary
income) and the degree, if any, to which income realized by non-U.S. investors should be subject to withholding tax.
Non-U.S. Holders should note that
we currently do not intend to withhold on any payments made with respect to the securities to Non-U.S. Holders (subject to compliance
by such holders with certification necessary to establish an exemption from withholding and to the discussion under “Additional
Information―Tax considerations—FATCA”). However, in the event of a change of law or any formal or informal
guidance by the IRS, the U.S. Treasury Department or Congress, we may decide to withhold on payments made with respect to the securities
to Non-U.S. Holders and will not be required to pay any additional amounts with respect to amounts withheld.
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 the IRS notice and any tax consequences arising under the laws of any state, local
or non-U.S. taxing jurisdiction.
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
Dow Jones Industrial
AverageSM Overview
The Dow Jones Industrial AverageSM is a price-weighted
index composed of 30 common stocks that is published by S&P Dow Jones Indices LLC, the marketing name and a licensed trademark
of CME Group Inc., as representative of the broad market of U.S. industry. For additional information about the Dow
Jones Industrial AverageSM, see the information set forth under “Dow Jones Industrial AverageSM”
in the accompanying index supplement.
Information as of market close on July 8, 2020:
Bloomberg Ticker Symbol:
|
INDU
|
52 Week High (on 2/12/2020):
|
29,551.42
|
Current Index Value:
|
26,067.28
|
52 Week Low (on 3/23/2020):
|
18,591.93
|
52 Weeks Ago:
|
26,806.14
|
|
|
The following graph sets forth the daily index closing values
of the INDU Index for the period from January 1, 2015 through July 8, 2020. The related table sets forth the published high and
low index closing values, as well as end-of-quarter index closing values, of the INDU Index for each quarter for the period from
January 1, 2015 through July 8, 2020. The index closing value of the INDU Index on July 8, 2020 was 26,067.28. We obtained the
information in the table and graph below from Bloomberg Financial Markets, without independent verification. The INDU Index has
at times experienced periods of high volatility, and you should not take the historical values of the INDU Index as an indication
of its future performance.
INDU Index Daily Closing
Values
January 1, 2015
to July 8, 2020
|
|
* The red line in the graph indicates the hypothetical downside threshold level, assuming the index closing value on July 8, 2020 were the initial index value.
|
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
Dow Jones Industrial AverageSM
|
High
|
Low
|
Period End
|
2015
|
|
|
|
First Quarter
|
18,288.63
|
17,164.95
|
17,776.12
|
Second Quarter
|
18,312.39
|
17,596.35
|
17,619.51
|
Third Quarter
|
18,120.25
|
15,666.44
|
16,284.70
|
Fourth Quarter
|
17,918.15
|
16,272.01
|
17,425.03
|
2016
|
|
|
|
First Quarter
|
17,716.66
|
15,660.18
|
17,685.09
|
Second Quarter
|
18,096.27
|
17,140.24
|
17,929.99
|
Third Quarter
|
18,636.05
|
17,840.62
|
18,308.15
|
Fourth Quarter
|
19,974.62
|
17,888.28
|
19,762.60
|
2017
|
|
|
|
First Quarter
|
21,115.55
|
19,732.40
|
20,663.22
|
Second Quarter
|
21,528.99
|
20,404.49
|
21,349.63
|
Third Quarter
|
22,412.59
|
21,320.04
|
22,405.09
|
Fourth Quarter
|
24,837.51
|
22,557.60
|
24,719.22
|
2018
|
|
|
|
First Quarter
|
26,616.71
|
23,533.20
|
24,103.11
|
Second Quarter
|
25,322.31
|
23,644.19
|
24,271.41
|
Third Quarter
|
26,743.50
|
24,174.82
|
26,458.31
|
Fourth Quarter
|
26,828.39
|
21,792.20
|
23,327.46
|
2019
|
|
|
|
First Quarter
|
26,091.95
|
22,686.22
|
25,928.68
|
Second Quarter
|
26,753.17
|
24,815.04
|
26,599.96
|
Third Quarter
|
27,359.16
|
25,479.42
|
26,916.83
|
Fourth Quarter
|
28,645.26
|
26,078.62
|
28,538.44
|
2020
|
|
|
|
First Quarter
|
29,551.42
|
18,591.93
|
21,917.16
|
Second Quarter
|
27,572.44
|
20,943.51
|
25,812.88
|
Third Quarter (through July 8, 2020)
|
26,287.03
|
25,734.97
|
26,067.28
|
“Dow Jones,” “Dow Jones Industrial Average,”
“Dow Jones Indexes” and “DJIA” are service marks of Dow Jones Trademark Holdings LLC. For more information,
see “Dow Jones Industrial AverageSM” in the accompanying index supplement.
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
S&P 500® Index Overview
The S&P 500® Index, which is calculated, maintained
and published by S&P Dow Jones Indices LLC (“S&P”), consists of 500 component stocks selected to provide a
performance benchmark for the U.S. equity markets. The calculation of the S&P 500® Index is based on the relative
value of the float adjusted aggregate market capitalization of the 500 component companies as of a particular time as compared
to the aggregate average market capitalization of 500 similar companies during the base period of the years 1941 through 1943.
For additional information about the S&P 500® Index, see the information set forth under “S&P 500®
Index” in the accompanying index supplement.
Information as of market close on July 8, 2020:
Bloomberg Ticker Symbol:
|
SPX
|
52 Week High (on 2/19/2020):
|
3,386.15
|
Current Index Value:
|
3,169.94
|
52 Week Low (on 3/23/2020):
|
2,237.40
|
52 Weeks Ago:
|
2,975.95
|
|
|
The following graph sets forth the daily index closing values
of the SPX Index for the period from January 1, 2015 through July 8, 2020. The related table sets forth the published high and
low index closing values, as well as end-of-quarter index closing values, of the SPX Index for each quarter for the period from
January 1, 2015 through July 8, 2020. The index closing value of the SPX Index on July 8, 2020 was 3,169.94. We obtained the information
in the table and graph below from Bloomberg Financial Markets, without independent verification. The SPX Index has at times experienced
periods of high volatility, and you should not take the historical values of the SPX Index as an indication of its future performance.
SPX Index Daily Closing Values
January 1, 2015 to July 8, 2020
|
|
* The red line in the graph indicates the hypothetical
downside threshold level, assuming the index closing value on July 8, 2020 were the initial index value.
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
S&P 500® Index
|
High
|
Low
|
Period End
|
2015
|
|
|
|
First Quarter
|
2,117.39
|
1,992.67
|
2,067.89
|
Second Quarter
|
2,130.82
|
2,057.64
|
2,063.11
|
Third Quarter
|
2,128.28
|
1,867.61
|
1,920.03
|
Fourth Quarter
|
2,109.79
|
1,923.82
|
2,043.94
|
2016
|
|
|
|
First Quarter
|
2,063.95
|
1,829.08
|
2,059.74
|
Second Quarter
|
2,119.12
|
2,000.54
|
2,098.86
|
Third Quarter
|
2,190.15
|
2,088.55
|
2,168.27
|
Fourth Quarter
|
2,271.72
|
2,085.18
|
2,238.83
|
2017
|
|
|
|
First Quarter
|
2,395.96
|
2,257.83
|
2,362.72
|
Second Quarter
|
2,453.46
|
2,328.95
|
2,423.41
|
Third Quarter
|
2,519.36
|
2,409.75
|
2,519.36
|
Fourth Quarter
|
2,690.16
|
2,529.12
|
2,673.61
|
2018
|
|
|
|
First Quarter
|
2,872.87
|
2,581.00
|
2,640.87
|
Second Quarter
|
2,786.85
|
2,581.88
|
2,718.37
|
Third Quarter
|
2,930.75
|
2,713.22
|
2,913.98
|
Fourth Quarter
|
2,925.51
|
2,351.10
|
2,506.85
|
2019
|
|
|
|
First Quarter
|
2,854.88
|
2,447.89
|
2,834.40
|
Second Quarter
|
2,954.18
|
2,744.45
|
2,941.76
|
Third Quarter
|
3,025.86
|
2,840.60
|
2,976.74
|
Fourth Quarter
|
3,240.02
|
2,887.61
|
3,230.78
|
2020
|
|
|
|
First Quarter
|
3,386.15
|
2,237.40
|
2,584.59
|
Second Quarter
|
3,232.39
|
2,470.50
|
3,100.29
|
Third Quarter (through July 8, 2020)
|
3,179.72
|
3,115.86
|
3,169.94
|
“Standard & Poor’s®,”
“S&P®,” “S&P 500®,” “Standard & Poor’s 500”
and “500” are trademarks of Standard and Poor’s Financial Services LLC. See “S&P 500®
Index” in the accompanying index supplement.
Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
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.
Additional Terms:
|
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:
|
With respect to each of the INDU Index and the SPX Index, S&P Dow Jones Indices LLC, or any successor thereof.
|
Interest period:
|
The monthly period from and including the original issue date (in the case of the first interest period) or the previous scheduled coupon payment date, as applicable, to but excluding the following scheduled coupon payment date, with no adjustment for any postponement thereof.
|
Record date:
|
The record date for each coupon payment date shall be the date one business day prior to such scheduled coupon payment date; provided, however, that any coupon payable at maturity (or upon early redemption) shall be payable to the person to whom the payment at maturity or early redemption payment, as the case may be, shall be payable.
|
Downside threshold level:
|
The accompanying product supplement refers to the downside threshold level as the “trigger level.”
|
Day count convention:
|
Interest will be computed on the basis of a 360-day year of twelve 30-day months.
|
Postponement of early redemption dates and maturity date:
|
If any redemption determination date or the final observation date is postponed due to a non-index business day or certain market disruption events so that it falls less than two business days prior to the relevant early redemption date or the maturity date, as applicable, the early redemption date or the maturity date, as applicable, will be postponed to the second business day following that redemption determination date or final observation date as postponed, and no adjustment will be made to any payment made on that postponed date.
|
Denominations:
|
$1,000 per security and integral multiples thereof
|
Trustee:
|
The Bank of New York Mellon
|
Calculation agent:
|
MS & Co.
|
Issuer notices 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 final observation 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 final observation date as postponed.
In the event that the securities are subject to early redemption,
the issuer shall, (i) on the business day following the applicable redemption determination date, give notice of the early redemption
and the early redemption payment, including specifying the payment date of the amount due upon the early redemption, (x) to each
registered holder of the securities by mailing notice of such early redemption by first class mail, postage prepaid, to such registered
holder’s last address as it shall appear upon the registry books, (y) 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 (z) to the depositary by telephone or facsimile
confirmed by mailing such notice to the depositary by first class mail, postage prepaid, and (ii) on or prior to the early redemption
date, deliver the aggregate cash amount due with respect to the securities to the trustee for delivery to the depositary, as holder
of the securities. 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
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Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
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holder receives the notice. This notice shall be given by the
issuer or, at the issuer’s request, by the trustee in the name and at the expense of the issuer, with any such request to
be accompanied by a copy of the notice to be given.
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 as monthly coupon with respect to each security on or prior to 10:30 a.m. (New York City time) on the business
day preceding each coupon payment date, and (ii) deliver the aggregate cash amount due with respect to the monthly coupon to the
trustee for delivery to the depositary, as holder of the securities, on the applicable coupon payment date.
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 with respect to each stated principal amount of the securities, on or prior to 10:30 a.m. (New York City time)
on the business day preceding the maturity date, and (ii) deliver the aggregate cash amount due with respect to the securities
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
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
Additional Information About the Securities
Additional Information:
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Minimum ticketing size:
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$1,000 / 1 security
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Tax considerations:
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Prospective investors should
note that the discussion under the section called “United States Federal Taxation” in the accompanying product supplement
does not apply to the securities issued under this document and is superseded by the following discussion.
The following is a general discussion of the
material U.S. federal income tax consequences and certain estate tax consequences of ownership and disposition of the securities.
This discussion applies only to initial investors in the securities who:
• purchase the securities at their “issue price,” which will equal the first price at which a substantial amount of the
securities is sold to the public (not including bond houses, brokers, or similar persons or organizations acting in the capacity
of underwriters, placement agents or wholesalers); and
• hold the securities as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the
“Code”).
This discussion does not describe all of the
tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject
to special rules, such as:
• certain financial institutions;
• insurance companies;
• certain dealers and traders in securities or commodities;
• investors holding the securities as part of a “straddle,” wash sale, conversion transaction, integrated transaction
or constructive sale transaction;
• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
• partnerships or other entities classified as partnerships for U.S. federal income tax purposes;
• regulated investment companies;
• real estate investment trusts; or
• tax-exempt entities, including “individual retirement accounts” or “Roth IRAs” as defined in Section 408
or 408A of the Code, respectively.
If an entity that is classified as a partnership
for U.S. federal income tax purposes holds the securities, the U.S. federal income tax treatment of a partner will generally depend
on the status of the partner and the activities of the partnership. If you are a partnership holding the securities or a partner
in such a partnership, you should consult your tax adviser as to the particular U.S. federal tax consequences of holding and disposing
of the securities to you.
As the law applicable to the U.S. federal income
taxation of instruments such as the securities is technical and complex, the discussion below necessarily represents only a general
summary. The effect of any applicable state, local or non-U.S. tax laws is not discussed, nor are any alternative minimum tax consequences
or consequences resulting from the Medicare tax on investment income. Moreover, the discussion below does not address the consequences
to taxpayers subject to special tax accounting rules under Section 451(b) of the Code.
This discussion is based on the Code, administrative
pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof, changes to
any of which subsequent to the date hereof may affect the tax consequences described herein. Persons considering the purchase of
the securities should consult their tax advisers with regard to the application of the U.S. federal income tax laws to their particular
situations as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
General
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Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
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Due to the lack of any controlling legal authority,
there is substantial uncertainty regarding the U.S. federal income tax consequences of an investment in the securities. We intend
to treat a security, under current law, for U.S. federal income tax purposes, as a unit consisting of the following:
(i) a
put right (the “Put Right”) written by you to us that, if exercised, requires you to pay us an amount equal to the
Deposit (as defined below) in exchange for a cash amount based on the performance of the
worst performing underlier; and
(ii) a
deposit with us of a fixed amount of cash, equal to the issue price, to secure your obligation under the Put Right (the “Deposit”)
that pays interest based on our cost of borrowing at the time of issuance (the “Yield on the Deposit”).
Based on the treatment set forth above, a portion
of the coupon on the securities will be treated as the Yield on the Deposit, and the remainder will be attributable to the premium
on the Put Right (the “Put Premium”). The Yield on the Deposit will be determined by us as of the pricing date and
set forth in the applicable pricing supplement.
We will allocate 100% of the issue price of
the securities to the Deposit and none to the Put Right. Our allocation of the issue price between the Put Right and the Deposit
will be binding on you, unless you timely and explicitly disclose to the Internal Revenue Service (the “IRS”) that
your allocation is different from ours. This allocation is not, however, binding on the IRS or a court.
No statutory, judicial or administrative authority
directly addresses the treatment of the securities or instruments similar to the securities for U.S. federal income tax purposes,
and no ruling is being requested from the IRS with respect to the securities. Significant aspects of the U.S. federal income
tax consequences of an investment in the securities are uncertain, and no assurance can be given that the IRS or a court will agree
with the tax treatment described herein. In the opinion of our counsel, Davis Polk & Wardwell LLP, the treatment of the
securities described above is reasonable under current law; however, our counsel has advised us that it is unable to conclude affirmatively
that this treatment is more likely than not to be upheld, and that alternative treatments are possible. Moreover, our counsel’s
opinion is based on market conditions as of the date of this preliminary pricing supplement and is subject to confirmation on the
pricing date. Accordingly, you should consult your tax adviser regarding the U.S. federal income tax consequences of an investment
in the securities (including alternative treatments of the securities). Unless otherwise stated, the following discussion is based
on the treatment and the allocation described above.
Tax Consequences to U.S. Holders
This section applies to you only if you are
a U.S. Holder. As used herein, the term “U.S. Holder” means a beneficial owner of a security that is, for U.S. federal
income tax purposes:
• a citizen or individual resident of the United States;
• a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state
thereof or the District of Columbia; or
• an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
Tax Treatment of the Securities
Assuming the treatment of the securities and
allocation of the issue price as set forth above are respected, the following U.S. federal income tax consequences should result.
Coupon Payments on the Securities. Under
the characterization described above under “—General,” only a portion of the coupon payments on the securities
will be attributable to the Yield on the Deposit. The remainder of the coupon payments will represent payments attributable to
the Put Premium. To the extent attributable to the Yield on the Deposit, coupon payments on the securities should generally be
taxable to a U.S. Holder as ordinary interest income at the time accrued or received, in accordance with the U.S. Holder’s
method of
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Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
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accounting for U.S. federal income tax purposes.
The Put Premium will not be taxable to a U.S.
Holder upon receipt but will be accounted for as described below.
Tax Basis. Based on our determination
set forth above, the U.S. Holder’s initial tax basis in the Deposit will be 100% of the issue price. The determination of
gain or loss with respect to the Put Right is described below.
Receipt of Stated Principal Amount in
Cash upon Settlement of the Securities. If a U.S. Holder receives the stated principal amount of a security in cash (excluding
cash attributable to coupon payments on the security, which would be taxed as described above under “—Coupon Payments
on the Securities”), the Put Right will be deemed to have expired unexercised. In such case, the U.S. Holder will not recognize
any gain upon the return of the Deposit, but will recognize the total amount of Put Premium received by the U.S. Holder over the
term of the securities (including Put Premium received upon settlement) as short-term capital gain at such time.
Receipt of a Cash Amount Based on the
Performance of the Worst Performing Underlier upon Maturity of the Securities. If a U.S. Holder receives an amount of cash
(excluding cash attributable to coupon payments on the securities, which would be taxed as described above under “—Coupon
Payments on the Securities”) that is less than the stated principal amount of the securities, the Put Right will be deemed
to have been exercised and the U.S. Holder will be deemed to have applied the Deposit toward the cash settlement of the Put Right.
In such case, the U.S. Holder will not recognize any gain or loss in respect of the Deposit, but will recognize short-term capital
gain or loss in an amount equal to the difference between (i) the amount of cash received by the U.S. Holder at maturity (excluding
cash attributable to coupon payments on the securities), plus the total Put Premium received by the U.S. Holder over the term of
the securities (including the Put Premium received at maturity) and (ii) the Deposit.
Sale or Exchange of the Securities Prior
to Settlement. Upon the sale or exchange of a security, a U.S. Holder will generally recognize long-term capital gain or loss
with respect to the Deposit if the U.S. Holder has held the securities for more than one year at the time of such sale or exchange
and short-term capital gain or loss otherwise. The U.S. Holder will also generally recognize short-term capital gain or loss with
respect to the Put Right. For the purpose of determining such gain or loss, a U.S. Holder should apportion the amount realized
on the sale or exchange of a security (excluding any amount attributable to accrued but unpaid Yield on the Deposit, which would
be taxed as described under “—Coupon Payments on the Securities”) between the Deposit and the Put Right based
on their respective values on the date of such sale or exchange. The amount of capital gain or loss on the Deposit will equal the
amount realized that is attributable to the Deposit, less the U.S. Holder’s adjusted tax basis in the Deposit. The amount
realized that is attributable to the Put Right, together with the total Put Premium received by the U.S. Holder over the term of
the security, will be treated as short-term capital gain.
If the value of the Deposit on the date of
such sale or exchange exceeds the total amount realized on the sale or exchange of the security, the U.S. Holder will be treated
as having (i) sold or exchanged the Deposit for an amount equal to its value on that date and (ii) made a payment (the “Put
Right Assumption Payment”) to the purchaser of the security equal to the amount of such excess, in exchange for the purchaser’s
assumption of the U.S. Holder’s rights and obligations under the Put Right. In such a case, the U.S. Holder will recognize
short-term capital gain or loss in respect of the Put Right in an amount equal to the total Put Premium received by the U.S. Holder
over the term of the security, less the amount of the Put Right Assumption Payment deemed to be made by the U.S. Holder.
Possible Alternative Tax Treatments of
an Investment in the Securities
Due to the absence of authorities that directly
address the proper characterization of the securities, no assurance can be given that the IRS will accept, or that a court will
uphold, the treatment described above. In particular, the IRS could seek to treat a security or the Deposit as a debt instrument
subject to Treasury regulations governing contingent payment debt instruments (the “Contingent Debt Regulations”).
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Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
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If the IRS were successful in asserting that
the Contingent Debt Regulations applied to the securities or to the Deposit, the timing and character of income thereon would be
significantly affected. Among other things, a U.S. Holder would be required to accrue interest income as original issue discount,
subject to adjustments, at a “comparable yield” based on our cost of borrowing. Furthermore, if the securities or Deposit
were treated as contingent payment debt instruments, any gain realized with respect to the securities or the Deposit would generally
be treated as ordinary income. 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.
Even if the Contingent Debt Regulations do
not apply to the securities, other alternative U.S. federal income tax characterizations or treatments of the securities are also
possible, which if applied could significantly affect the timing and character of the income or loss with respect to the securities.
It is possible, for example, that a security could be treated as constituting an “open transaction” with the result
that the coupon payments on the securities might not be accounted for separately as giving rise to income to U.S. Holders until
the sale, exchange or settlement of the securities. Alternatively, the entire coupon on the securities could be required to be
included in income by a U.S. Holder at the time received or accrued. Other alternative characterizations are also possible. Accordingly,
prospective purchasers should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in
the securities.
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. While it is not clear whether the securities would be viewed as similar to the prepaid forward contracts described
in the notice, it is possible that 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. The
notice focuses on a number of issues, the most relevant of which for U.S. Holders of the securities is the character and timing
of income or loss realized with respect to these instruments (including whether the Put Premium might be required to be included
currently as ordinary income). Accordingly, prospective investors should consult their tax advisers regarding all aspects of the
U.S. federal income tax consequences of an investment in the securities, including the possible implications of this notice.
Backup Withholding and Information Reporting
Backup withholding may apply in respect of
payments on the securities and the payment of proceeds from a sale, exchange or other disposition of the securities, unless a U.S.
Holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with applicable
requirements of the backup withholding rules. The amounts withheld under the backup withholding rules are not an additional tax
and may be refunded, or credited against the U.S. Holder’s U.S. federal income tax liability, provided that the required
information is timely furnished to the IRS. In addition, information returns will be filed with the IRS in connection with payments
on the securities and the payment of proceeds from a sale, exchange or other disposition of the securities, unless the U.S. Holder
provides proof of an applicable exemption from the information reporting rules.
Tax Consequences to Non-U.S. Holders
This section applies to you only if you are
a Non-U.S. Holder. As used herein, the term “Non-U.S. Holder” means a beneficial owner of a security that is, for U.S.
federal income tax purposes:
• an individual who is classified as a nonresident alien;
• a foreign corporation; or
• a foreign trust or estate.
The term “Non-U.S. Holder” does
not include any of the following holders:
• a holder who is an individual present in the
United States for 183 days or more in the
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Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
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• taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes;
• certain former citizens or residents of the United States; or
• a holder for whom income or gain in respect of the securities is effectively connected with the conduct of a trade or business
in the United States.
Such holders should consult their tax advisers regarding the
U.S. federal income tax consequences of an investment in the securities.
General
Assuming the treatment of the securities as
set forth above is respected and subject to the discussions below regarding the potential application of Section 871(m) of the
Code and FATCA, payments with respect to a security, and gain realized on the sale, exchange or other disposition of such security,
should not be subject to U.S. federal income or withholding tax under current law, provided that:
• the Non-U.S. Holder does not own, directly or by attribution, ten percent or more of the total combined voting power of all classes
of our stock entitled to vote;
• the Non-U.S. Holder is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership;
• the Non-U.S. Holder is not a bank receiving interest under Section 881(c)(3)(A) of the Code; and
• the certification requirement described below has been fulfilled with respect to the beneficial owner.
Certification Requirement. The certification
requirement referred to in the preceding paragraph will be fulfilled if the beneficial owner of a security (or a financial institution
holding a security on behalf of the beneficial owner) furnishes to the applicable withholding agent an IRS Form W-8BEN (or other
appropriate form), on which the beneficial owner certifies under penalties of perjury that it is not a U.S. person.
Possible Alternative Tax Treatments of
an Investment in the Securities
As described above under “—Tax
Consequences to U.S. Holders—Possible Alternative Tax Treatments of an Investment in the Securities,” the IRS may seek
to apply a different characterization and tax treatment from the treatment described herein. While the U.S. federal income and
withholding tax consequences to a Non-U.S. Holder of ownership and disposition of a security under current law should generally
be the same as those described immediately above, it is possible that a Non-U.S. Holder could be subject to withholding tax under
certain recharacterizations of the securities.
Moreover, among the issues addressed in the
IRS notice described in “—Tax Consequences to U.S. Holders” is the degree, if any, to which income realized by
Non-U.S. Holders should be subject to withholding tax. It is possible that any Treasury regulations or other guidance issued after
consideration of this issue could materially and adversely affect the withholding tax consequences of ownership and disposition
of the securities, possibly with retroactive effect. Accordingly, prospective investors should consult their tax advisers regarding
all aspects of the U.S. federal income tax consequences of an investment in the securities, including the possible implications
of the notice discussed above. Prospective investors should note that we currently do not intend to withhold on any of the payments
made with respect to the securities to Non-U.S. Holders (subject to compliance by such holders with the certification requirement
described above and to the discussion below regarding FATCA). However, in the event of a change of law or any formal or informal
guidance by the IRS, the U.S. Treasury Department or Congress, we (or any financial intermediary) may decide to withhold on payments
made with respect to the securities to Non-U.S. Holders and we will not be required to pay any additional amounts with respect
to amounts withheld.
Section 871(m) Withholding Tax on Dividend
Equivalents
Section 871(m) of the Code and Treasury regulations
promulgated thereunder (“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) withholding tax
on
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Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
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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, 2023 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 Section 871(m) 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.
U.S. Federal Estate Tax
Individual Non-U.S. Holders and entities the
property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for
example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers),
should note that, absent an applicable treaty exemption, the securities may be treated as U.S. situs property subject to U.S. federal
estate tax. Prospective investors that are non-U.S. individuals, or are entities of the type described above, should consult their
tax advisers regarding the U.S. federal estate tax consequences of an investment in the securities.
Backup Withholding and Information Reporting
Information returns will be filed with the
IRS in connection with any coupon payment and may be filed with the IRS in connection with the payment at maturity on the securities
and the payment of proceeds from a sale, exchange or other disposition of the securities. A Non-U.S. Holder may be subject to backup
withholding in respect of amounts paid to the Non-U.S. Holder, unless such Non-U.S. Holder complies with certification procedures
to establish that it is not a U.S. person for U.S. federal income tax purposes or otherwise establishes an exemption. Compliance
with the certification procedures described under “—General—Certification Requirement” will satisfy the
certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a payment to
a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability and may entitle
the Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
FATCA
Legislation commonly referred to as “FATCA”
generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect
to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied.
An intergovernmental agreement between the United States and the non-U.S. entity’s jurisdiction may modify these requirements.
FATCA generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source “fixed
or determinable annual or periodical” income (“FDAP income”). Withholding (if applicable) applies to payments
of U.S.-source FDAP income and to payments of gross proceeds of the disposition (including upon retirement) of certain financial
instruments treated as providing for U.S.-source interest or dividends. Under recently proposed regulations (the preamble to which
specifies that taxpayers are permitted to rely on them pending finalization), no withholding will apply on payments of gross proceeds
(other than amounts treated as interest or other FDAP income). While the treatment of the securities is unclear, you should assume
that the yield on the Deposit will be subject to the FATCA rules. It is also possible in
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Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
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light of this uncertainty that an applicable withholding agent
will treat the entire amount of the coupon payments as being subject to the FATCA rules. If withholding applies to the securities,
we will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and Non-U.S. Holders should consult
their tax advisers regarding the potential application of FATCA to the securities.
The discussion in the preceding paragraphs,
insofar as it purports to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitutes
the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the
securities.
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Use of proceeds and hedging:
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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 beginning on page 3 above comprise the agent’s commissions
and the cost of issuing, structuring and hedging the securities.
On or prior to the pricing date, we expect to 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 the stocks constituting the underlying indices, in futures and/or options
contracts on the underlying indices or the component stocks of the underlying indices listed on major securities markets, or positions
in any other available securities or instruments that they may wish to use in connection with such hedging. Such purchase activity
could potentially increase the initial index value of an underlying index, and, as a result, could increase (i) the level at or
above which such underlying index must close on any redemption determination date so that the securities are redeemed prior to
maturity for the early redemption payment (depending also on the performance of the other underlying index) and (ii) the level
at or above which such underlying index must close on the final observation date so that you are not exposed to the negative performance
of the worst performing underlying index at maturity (depending also on the performance of the other underlying index). 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 final observation date approaches. Additionally, our hedging activities,
as well as our other trading activities, during the term of the securities could potentially affect the value of an underlying
index on the redemption determination dates and the final observation date and, accordingly, whether we redeem the securities prior
to maturity and the amount of cash you receive at maturity, if any (depending also on the performance of the other underlying index).
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Benefit plan investor considerations:
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Each fiduciary of a pension, profit-sharing or other employee
benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”),
should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing
an investment in the securities. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy
the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the
Plan.
In addition, we and certain of our affiliates, including
MS & Co., may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person”
within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well
as many individual retirement accounts and Keogh plans (such accounts and plans, together with other plans, accounts and arrangements
subject to Section 4975 of the Code, also “Plans”). ERISA Section 406 and Code Section 4975 generally prohibit transactions
between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning of ERISA or the Code
would likely arise, for example, if the securities are acquired by or with the assets of a Plan with respect to which MS &
Co. or any of its affiliates is a service provider or other party in interest, unless the securities are acquired pursuant to an
exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction” rules
could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for such persons, unless exemptive
relief is available under an applicable statutory or administrative exemption.
The U.S. Department of Labor has issued five prohibited
transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions
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Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
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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 Code Section 4975(d)(20)
provide an exemption for the purchase and sale of securities and the related lending transactions, provided that neither
the issuer of the securities nor any of its affiliates has or exercises any discretionary authority or control or renders any investment
advice with respect to the assets of the Plan involved in the transaction and provided further that the Plan pays no more,
and receives no less, than “adequate consideration” in connection with the transaction (the so-called “service
provider” exemption). There can be no assurance that any of these class or statutory exemptions will be available with respect
to transactions involving the securities.
Because we may be considered a party in interest with
respect to many Plans, the securities may not be purchased, held or disposed of by any Plan, any entity whose underlying assets
include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or
any person investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive
relief, including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase,
holding or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee
or holder of the securities will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and
holding of the securities that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such securities on behalf
of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject
to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section
4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition of these securities will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or violate any Similar
Law.
Due to the complexity of these rules and the penalties
that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries
or other persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult with
their counsel regarding the availability of exemptive relief.
The securities are contractual financial instruments.
The financial exposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy
for, individualized investment management or advice for the benefit of any purchaser or holder of the securities. The securities
have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of
any purchaser or holder of the securities.
Each purchaser or holder of any securities
acknowledges and agrees that:
(i) the
purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser
or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser
or holder with respect to (A) the design and terms of the securities, (B) the purchaser or holder’s investment in the securities,
or (C) the exercise of or failure to exercise any rights we have under or with respect to the securities;
(ii) we
and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the securities
and (B) all hedging transactions in connection with our obligations under the securities;
(iii) any
and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities
and are not assets and positions held for the benefit of the purchaser or holder;
(iv) our
interests are adverse to the interests of the purchaser or holder; and
(v) neither
we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions
or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice.
Each purchaser and holder of the securities has exclusive responsibility
for ensuring that its
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Morgan Stanley Finance LLC
Fixed Income Auto-Callable Securities due November 4, 2021, with 3-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index
Principal at Risk Securities
|
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, 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.
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Additional considerations:
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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.
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Supplemental information regarding plan of distribution; conflicts of interest:
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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.
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, including
the monthly coupon rate, such that for each security the estimated value on the pricing date will be no lower than the minimum
level described in “Investment Summary” beginning on page 3.
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 auto-callable securities.
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Where you can find more information:
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Morgan Stanley and MSFL have filed a registration statement (including
a prospectus, as supplemented by the product supplement for auto-callable 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 auto-callable 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, MSFL,
any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the product supplement for
auto-callable securities and the index supplement 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 Auto-Callable 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 auto-callable securities, in the index supplement or in the prospectus.
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