Bond Morgan Stanley Financial 0% ( US61766YFC03 ) in USD

Morgan Stanley Financial

100 % ▼

United States

US61766YFC03 ( in USD )

08/06/2023 - Bond has expired

Prospectus brochure of the bond Morgan Stanley Finance US61766YFC03 in USD 0%, expired

1 000 USD

8 100 000 USD

61766YFC0

N/A

Morgan Stanley is a leading global financial services firm offering investment banking, securities, wealth management, and investment management services to corporations, governments, and individuals.

Morgan Stanley Finance's USD 8,100,000 bond (ISIN: US61766YFC03, CUSIP: 61766YFC0), issued in the United States, with a 0% interest rate, a minimum purchase size of 1000, and maturing on 08/06/2023, has reached maturity and been repaid at 100% of face value, and carries a Moody's rating of NR.

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424B2 1 dp129881_424b2-ps4321.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Buffered Securities with Leveraged Downside
$8,100,000

$1,051.38
due 2023

PROSPECTUS dated November 16, 2017
Pricing Supplement No. 4,321 to
PROSPECTUS SUPPLEMENT dated November 16, 2017
Registration Statement Nos. 333-221595; 333-221595-01

Dated June 5, 2020

Rule 424(b)(2)
$8,100,000
Morgan Stanley Finance LLC
GLOBAL MEDIUM-TERM NOTES, SERIES A
Senior Notes

Buffered Securities with Leveraged Downside due June 8, 2023 Based on the Performance of Gold
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Buffered Securities with Leveraged Downside due June 8, 2023 Based on the Performance of Gold, which we refer to as the
securities, are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. Unlike ordinary debt securities, the securities do not pay interest and do not guarantee the return of any principal at
maturity. Instead, at maturity, you will receive for each $1,000 stated principal amount of securities that you hold an amount in cash
that will vary depending on the price of gold, which we refer to as the underlying commodity, as measured over each of the five
averaging dates (as defined below). If the final commodity price is greater than the initial commodity price, you will receive a return
on your investment that represents the upside performance of the underlying commodity, subject to the maximum payment at maturity.
If the final commodity price is less than or equal to the initial commodity price but has decreased from the initial commodity price by
an amount less than or equal to the buffer amount of 10%, the securities will redeem for par. However, if the final commodity price is
less than the initial commodity price and has decreased from the initial commodity price by an amount greater than the buffer amount
of 10%, investors will lose 1.1111% for every 1% that the final commodity price has declined beyond the buffer amount of 10%. There
is no minimum payment at maturity on the securities. Accordingly, you could lose your entire initial investment in the securities.
The securities are for investors who seek a gold-based return and who are willing to risk their principal and forgo current income and
upside returns above the maximum payment at maturity in exchange for the buffer feature, which applies to a limited range of negative
performance of the underlying commodity, and the potential of receiving a return based on the performance of the underlying
commodity. 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.
·
The stated principal amount and original issue price of each security is $1,000.
·
We will not pay interest on the securities.
·
At maturity, you will receive an amount of cash per security based on the final commodity price, which is the arithmetic average
of the commodity prices of the underlying commodity on each of the five averaging dates, relative to the initial commodity price,
as follows:
º
If the final commodity price is greater than the initial commodity price, you will receive for each $1,000 stated principal
amount of securities that you hold a payment at maturity equal to $1,000 plus the upside payment, subject to the maximum
payment at maturity.
º
If the final commodity price is less than or equal to the initial commodity price but has decreased from the initial commodity
price by an amount less than or equal to the buffer amount of 10%, you will receive for each $1,000 stated principal amount
of securities that you hold a payment at maturity equal to $1,000.
º
If the final commodity price is less than the initial commodity price and has decreased from the initial commodity price by an
amount greater than the buffer amount of 10%, you will receive for each $1,000 stated principal amount of securities that you
hold a payment at maturity equal to $1,000 + [$1,000× (commodity percent change + 10%) × downside factor]. There is no
minimum payment at maturity on the securities. Accordingly, you could lose your entire initial investment in the securities.
Please see the graph illustrating the payment at maturity in "Hypothetical Payouts on the Securities at Maturity" on PS-7.
·
The upside payment is $1,000 × commodity percent change.
·
The buffer amount is 10%. As a result of the buffer amount of 10%, the price at or above which the final commodity price must be
so that investors do not suffer a loss on their initial investment in the securities is $1,515.105, which is 90% of the initial
commodity price.
·
The downside factor is 1.1111.
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·
The maximum payment at maturity is $1,525 per security (152.50% of the stated principal amount).
·
The commodity price on any date will be the afternoon London gold price per troy ounce of gold for delivery in London through a
member of the London Bullion Market Association (the "LBMA") authorized to effect such delivery, stated in U.S. dollars, as
calculated and administered by independent service provider(s) pursuant to an agreement with the LBMA and published by the
LBMA on such date.
·
The commodity percent change will be a fraction, the numerator of which will be the final commodity price minus the initial
commodity price and the denominator of which will be the initial commodity price.
·
The initial commodity price is $1,683.45, which is the commodity price on June 5, 2020, which is the day we priced the securities
for initial sale to the public, which we refer to as the pricing date.
·
The final commodity price will equal the arithmetic average of the commodity prices on May 30, 2023, May 31, 2023, June 1,
2023, June 2, 2023 and June 5, 2023, subject to postponement due to a non-trading day or certain market disruption events.
·
The commodity price on any trading day will be determined as set forth on PS-3 in the section of this pricing supplement entitled
"Summary of Pricing Supplement."
·
Investing in the securities is not equivalent to investing directly in gold or in futures contracts or forward contracts on gold.
·
The securities will not be listed on any securities exchange.
·
The estimated value of the securities on the pricing date is $978.20 per security. See "Summary of Pricing Supplement" beginning
on PS-3.
·
The CUSIP number for the securities is 61766YFC0. The ISIN for the securities is US61766YFC03.
You should read the more detailed descriptions of the securities in this pricing supplement. In particular, you should review and
understand the descriptions in "Summary of Pricing Supplement," "Final Terms of the Securities" and "Additional Information About
the Securities."
The securities are riskier than ordinary debt securities. See "Risk Factors" beginning on PS- 9.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or
determined if this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.

PRICE $1,000 PER SECURITY

Agent's commissions and fees

Price to public(1)
(2)
Proceeds to us(3)
Per security
$1,000
$20
$980
Total
$8,100,000
$162,000
$7,938,000
(1) J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the securities. The placement agents
will forgo fees for sales to certain fiduciary accounts. The total fees represent the amount that the placement agents receive from
sales to accounts other than such fiduciary accounts. The placement agents will receive a fee from the Issuer or one of its affiliates
that will not exceed $20 per $1,000 principal amount of securities.
(2) Please see "Additional Information About the Securities--Supplemental Information Concerning Plan of Distribution; Conflicts of
Interest" in this pricing supplement for information about fees and commissions.
(3) See "Additional Information About the Securities--Use of Proceeds and Hedging" on PS-23.
The agent for this offering, Morgan Stanley & Co. LLC, is our affiliate. See "Additional Information About the Securities--
Supplemental Information Concerning Plan of Distribution; Conflicts of Interest" in this pricing supplement.
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.
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

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For a description of certain restrictions on offers, sales and deliveries of the securities and on the distribution of this
pricing supplement and the accompanying prospectus supplement and prospectus relating to the securities, see the section of
this pricing supplement called "Additional Information About the Securities--Supplemental Information Concerning Plan of
Distribution; Conflicts of Interest."

No action has been or will be taken by us, the agent or any dealer that would permit a public offering of the securities or
possession or distribution of this pricing supplement or the accompanying prospectus supplement or prospectus in any
jurisdiction, other than the United States, where action for that purpose is required. Neither this pricing supplement nor the
accompanying prospectus supplement and prospectus may be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer
or solicitation.

In addition to the selling restrictions set forth in "Plan of Distribution (Conflicts of Interest)" in the accompanying
prospectus supplement, the following selling restrictions also apply to the securities:

The securities have not been and will not be registered with the Comissão de Valores Mobiliários (The Brazilian Securities
Commission). The securities may not be offered or sold in the Federative Republic of Brazil except in circumstances which do
not constitute a public offering or distribution under Brazilian laws and regulations.

The securities have not been registered with the Superintendencia de Valores y Seguros in Chile and may not be offered or
sold publicly in Chile. No offer, sales or deliveries of the securities or distribution of this pricing supplement or the
accompanying prospectus supplement or prospectus, may be made in or from Chile except in circumstances which will result in
compliance with any applicable Chilean laws and regulations.

The securities have not been registered with the National Registry of Securities maintained by the Mexican National
Banking and Securities Commission and may not be offered or sold publicly in Mexico. This pricing supplement and the
accompanying prospectus supplement and prospectus may not be publicly distributed in Mexico.

PS-2
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SUMMARY OF PRICING SUPPLEMENT

The following summary describes the Buffered Securities with Leveraged Downside due June 8, 2023 Based on the Performance of
Gold, which we refer to as the securities, in general terms only. You should read the summary together with the more detailed
information that is contained in the rest of this pricing supplement and in the accompanying prospectus supplement and prospectus.
You should carefully consider, among other things, the matters set forth in "Risk Factors."

The securities are medium-term debt securities of MSFL and are fully and unconditionally guaranteed by Morgan Stanley. The
securities are for investors who seek a gold-based return and who are willing to risk their principal and forgo current income and
upside returns above the maximum payment at maturity in exchange for the buffer feature, which applies to a limited range of negative
performance of the underlying commodity, and the potential of receiving a return based on the performance of the underlying
commodity. There is no minimum payment at maturity on the securities. Accordingly, you could lose your entire initial investment
in the securities. All payments on the securities are subject to our credit risk.

Each security costs $1,000
We are offering the Buffered Securities with Leveraged Downside due June 8, 2023 Based on the
Performance of Gold, which we refer to as the securities. The stated principal amount and original
issue price of each security is $1,000.

The original issue price of each security is $1,000. This price includes costs associated with issuing,
selling, structuring and hedging the securities, which are borne by you, and, consequently, the
estimated value of the securities on the pricing date is less than $1,000. We estimate that the value of
each security on the pricing date is $978.20.

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 comprises both a
debt component and a performance-based component linked to the underlying commodity. The
estimated value of the securities is determined using our own pricing and valuation models, market
inputs and assumptions relating to the underlying commodity, instruments based on the underlying
commodity, 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 buffer amount, downside factor
and maximum payment at maturity, we use an internal funding rate, which is likely to be lower than
our secondary market credit spreads and therefore advantageous to us. If the issuing, selling,
structuring and hedging costs borne by you were lower or if the internal funding rate were higher,
one or more of the economic terms of the 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 Morgan Stanley & Co. LLC, which we refer to as MS & Co., purchases the
securities in the secondary market, absent changes in market conditions, including those related to
the underlying commodity, 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.

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.
The securities do not
Unlike ordinary debt securities, the securities do not pay interest and do not guarantee

PS-3
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guarantee repayment of any
the repayment of any of the principal at maturity. Instead, at maturity, you will receive for each
principal at maturity; no
$1,000 stated principal amount of securities that you hold an amount in cash that will vary
interest
depending on the final commodity price, which is equal to the arithmetic average of the commodity
prices on May 30, 2023, May 31, 2023, June 1, 2023, June 2, 2023 and June 5, 2023. The payment
at maturity may be significantly less than the stated principal amount of the securities and could be
zero. If the final commodity price is less than the initial commodity price and has decreased from
the initial commodity price by an amount greater than the buffer amount of 10%, you will lose an
amount equal to 1.1111% of the stated principal amount of your securities for every 1% decline in
the underlying commodity beyond the buffer amount. There is no minimum payment at maturity
on the securities. Accordingly, you could lose your entire initial investment in the securities.
Payment at maturity depends At maturity, you will receive for each $1,000 stated principal amount of securities that you hold an
on the final commodity price
amount in cash that will vary depending upon the commodity price of the underlying commodity on
each of the five averaging dates, determined as follows:

· If the final commodity price is greater than the initial commodity price, you will receive for
each $1,000 stated principal amount of securities that you hold a payment at maturity equal to,
subject to the maximum payment at maturity of $1,525 per security:

$1,000 + upside payment
where,

initial commodity price
= $1,683.45, which is the commodity price for the
underlying commodity on the pricing date.

final commodity price
= the arithmetic average of the commodity prices for
the underlying commodity on May 30, 2023, May
31, 2023, June 1, 2023, June 2, 2023 and June 5,
2023, subject to adjustment for non-trading days and
certain market disruption events.

upside payment
= $1,000 × commodity percent change

commodity percent change
= final commodity price initial commodity price

initial commodity price

· If the final commodity price is less than or equal to the initial commodity price but has
decreased from the initial commodity price by an amount less than or equal to the buffer
amount of 10%, you will receive for each $1,000 stated principal amount of securities that you
hold a payment at maturity equal to:

$1,000

where,

buffer amount
= 10%. As a result of the buffer amount of 10%, the
price at or above which the final commodity price
must be so that investors do not suffer a loss on their
initial investment in the securities is $1,515.105,
which is 90% of the initial commodity price.

· If the final commodity price is less than initial commodity price and has decreased from the
initial commodity price by an amount greater than the buffer amount of 10%, you will receive
for each $1,000 stated principal amount of
PS-4
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securities that you hold a payment at maturity equal to:

$1,000 + [$1,000 × (commodity percent change + 10%) × downside factor]

where,

downside factor
= 1.1111

The commodity price on any trading day, including each averaging date, for the underlying
commodity will equal the afternoon London gold price per troy ounce of gold for delivery in
London through a member of the London Bullion Market Association (the "LBMA")
authorized to effect such delivery, stated in U.S. dollars, as calculated and administered by
independent service provider(s) pursuant to an agreement with the LBMA and published by the
LBMA on such day.

Investing in the securities is not equivalent to investing directly in the underlying commodity or
in futures contracts or forward contracts on the underlying commodity.

There is no minimum payment at maturity on the securities. Accordingly, you could lose
your entire initial investment in the securities.

All payments on the securities are subject to our credit risk.

You can review the historical prices of the underlying commodity for the period from January 1,
2015 through June 5, 2020 in the section of this pricing supplement called "Additional Information
About the Securities--Historical Information" starting on PS-22. You cannot predict the future
performance of the underlying commodity based upon its historical performance.

The commodity percent change will be based on the arithmetic average of the commodity prices of
the underlying commodity on each of the five averaging dates. The last scheduled averaging date is
June 5, 2023. If, however, a scheduled averaging date is not a trading day or if a market relating to
the underlying commodity occurs on any scheduled averaging date, the commodity price in respect
of such averaging date will be determined as further described under "Final Terms of the Securities
--Averaging Dates." If, due to a market disruption event or otherwise, the final averaging date
occurs on or after June 7, 2023, the maturity date will be postponed to the second business day
following that final averaging date as so postponed. See the section of this pricing supplement
called "Final Terms of the Securities--Maturity Date."
Your participation in any
The positive return investors may realize on the securities if the final commodity price is greater
increase in the commodity
than the initial commodity price is limited by the maximum payment at maturity of $1,525 per
price is limited by the
security, or 152.50% of the stated principal amount. Accordingly, even if the final commodity price
maximum payment at
is substantially greater than the initial commodity price, your payment at maturity will not exceed
maturity
$1,525 per security, or 152.50% of the stated principal amount. See "Hypothetical Payouts on the
Securities at Maturity" on PS-7.
Morgan Stanley Capital
We have appointed our affiliate, Morgan Stanley Capital Group Inc., which we refer to as MSCG, to
Group Inc. will be the
act as calculation agent for us. The calculation agent will determine the initial commodity price, the
calculation agent
commodity price on each averaging date, the final commodity price, whether the final commodity
price is less than the initial commodity price and, if so, whether the final commodity price is less
than the initial commodity price by an amount greater than the buffer amount of 10%, the
commodity percent change and whether a market disruption event has occurred.
PS-5
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Additionally, the calculation agent will calculate the payment, if any, that you will receive at
maturity.
Morgan Stanley & Co. LLC will The agent for the offering of the securities, MS & Co. LLC, a wholly-owned subsidiary of Morgan
be the agent; conflicts of
Stanley and an affiliate of MSFL, will conduct this offering in compliance with the requirements of
interest
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 "Additional Information About the
Securities--Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."
Where you can find more
The securities are unsecured debt securities issued as part of our Series A medium-term note
information on the securities
program. You can find a general description of our Series A medium-term note program in the
accompanying prospectus supplement dated November 16, 2017 and prospectus dated November
16, 2017. We describe the basic features of this type of security in the section of the prospectus
supplement called "Description of Notes--Notes Linked to Commodity Prices, Single Securities,
Baskets of Securities or Indices" and in the section of the prospectus called "Description of Debt
Securities--Fixed Rate Debt Securities."

Because this is a summary, it does not contain all of the information that may be important
to you. For a detailed description of the terms of the securities, you should read the "Final
Terms of the Securities" and "Additional Information About the Securities" sections in this
pricing supplement. You should also read about some of the risks involved in investing in the
securities in the section of this pricing supplement called "Risk Factors." The tax and
accounting treatment of investments in commodity-linked securities such as the securities
may differ from that of investments in ordinary debt securities. See the section of this
pricing supplement called "Additional Information About the Securities--United States
Federal Taxation." We urge you to consult with your investment, legal, tax, accounting and
other advisers with regard to any proposed or actual investment in the securities.
PS-6
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HYPOTHETICAL PAYOUTS ON THE SECURITIES AT MATURITY

The following table and graph illustrate the payment at maturity on the securities for a range of hypothetical percentage changes in the
underlying commodity. The "Return on Securities" as used in this pricing supplement is the number, expressed as a percentage, that
results from comparing the payment at maturity per security to the $1,000 stated principal amount. The hypothetical returns set forth
below reflect the buffer amount of 10%, the downside factor of 1.1111 and the maximum payment at maturity of $1,525 per security (a
return of 52.50% on the securities) and assume an initial commodity price of $1,700.00. The actual initial commodity price is set forth
on the cover of this pricing supplement. The hypothetical returns set forth below are for illustrative purposes only and do not reflect the
actual returns applicable to the purchaser of the securities.

Payment on Securities (per
Final Commodity Price
Commodity Return
Return on Securities
$1,000)
$3,060.00
80.000%
$1,525.00
52.500%
$2,720.00
60.000%
$1,525.00
52.500%
$2,601.00
53.000%
$1,525.00
52.500%
$2,592.50
52.500%
$1,525.00
52.500%
$2,550.00
50.000%
$1,500.00
50.000%
$2,380.00
40.000%
$1,400.00
40.000%
$2,040.00
20.000%
$1,200.00
20.000%
$1,870.00
10.000%
$1,100.00
10.000%
$1,700.00
0.000%
$1,000.00
0.000%
$1,615.00
-5.000%
$1,000.00
0.000%
$1,530.00
-10.000%
$1,000.00
0.000%
$1,513.00
-11.00%
$988.89
-1.111%
$1,360.00
-20.000%
$888.89
-11.111%
$1,020.00
-40.000%
$666.67
-33.333%
$680.00
-60.000%
$444.44
-55.556%
$340.00
-80.000%
$222.22
-77.778%
$0.00
-100.000%
$0.00
-100.000%

PS-7
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·
Upside scenario. If the final commodity price is greater than the initial commodity price, investors will receive at maturity the
$1,000 stated principal amount plus 100% of the appreciation of the underlying commodity above the initial commodity price
over the term of the securities, subject to the maximum payment at maturity of $1,525 per security.

o
If the underlying commodity appreciates 2%, the investor would receive a 2% return, or $1,020.00 per security.

o
If the underlying commodity appreciates 70%, the investor would receive only the maximum payment at maturity of
$1,525 per security, or 152.50% of the stated principal amount.

·
Par scenario. If the final commodity price is less than or equal to the initial commodity price but has decreased from the
initial commodity price by an amount less than or equal to the buffer amount of 10%, investors will receive the stated
principal amount of $1,000 per security.

·
Downside scenario. If the final commodity price is less than the initial commodity price and has decreased from the initial
commodity price by an amount greater than the buffer amount of 10%, investors will receive an amount that is less than the
stated principal amount by an amount that is proportionate to the percentage decrease of the underlying commodity beyond
the buffer amount of 10% times the downside factor of 1.1111. There is no minimum payment at maturity on the
securities. Accordingly, you could lose your entire initial investment in the securities.

o
For example, if the underlying commodity depreciates 70% from the initial commodity price to the final commodity
price, investors would lose approximately 66.667% of their principal and receive only $333.33 per security at
maturity, or 33.333% of the stated principal amount.

PS-8
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RISK FACTORS

The securities are not secured debt, are riskier than ordinary debt securities, do not pay any interest and, unlike ordinary debt
securities, do not guarantee the return of any principal at maturity. In addition, the return on the securities is limited by the maximum
payment at maturity. Investing in the securities is not equivalent to directly investing in the underlying commodity or in futures
contracts or forward contracts on the underlying commodity. This section describes the most significant risks relating to the securities.
For a further discussion of risk factors, please see the accompanying prospectus supplement and prospectus.

The securities do not pay
The terms of the securities differ from those of ordinary debt securities in that we will not pay you
interest or guarantee a return of any interest and do not guarantee to pay you any of the principal amount of the securities at
any principal at maturity
maturity. At maturity, you will receive for each $1,000 stated principal amount of securities that
you hold an amount in cash based upon the commodity price of the underlying commodity on each
of the five averaging dates. If the final commodity price is less than the initial commodity price
and has decreased from the initial commodity price by an amount greater than the buffer amount of
10%, you will lose 1.1111% of the stated principal amount of each security for every 1% that the
final commodity price has declined beyond the buffer amount of 10%. Accordingly, the payment
at maturity may be less, and perhaps significantly less, than the $1,000 stated principal amount per
security. There is no minimum payment at maturity. Accordingly, you could lose your entire
investment in the securities. See "Hypothetical Payouts on the Securities at Maturity" on PS-7.
Your appreciation potential is
The appreciation potential of the securities will be limited by the maximum payment at maturity of
limited
$1,525 per security, or 152.50% of the stated principal amount. The payment at maturity will
never exceed the maximum payment at maturity even if the final commodity price is substantially
greater than the initial commodity price.
The securities are subject to our You are dependent on our ability to pay all amounts due on the securities at maturity and therefore
credit risk, and any actual or
you are subject to our credit risk. If we default on our obligations under the securities, your
anticipated changes to our
investment would be at risk and you could lose some or all of your investment. As a result, the
credit ratings or credit spreads market value of the securities prior to maturity will be affected by changes in the market's view of
may adversely affect the market our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit
value of the securities
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 As a finance subsidiary, MSFL has no independent operations beyond the issuance and
has no independent operations
administration of its securities and will have no independent assets available for distributions to
and will have no independent
holders of MSFL securities if they make claims in respect of such securities in a bankruptcy,
assets
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.
The amount payable at
The amount payable at maturity, if any, will be calculated by reference to the average of the
maturity, if any, is based on the commodity prices on each of the five averaging dates. Therefore, in calculating the final
arithmetic average of the
commodity price, positive performance of the underlying commodity as of some averaging dates
commodity prices of the
may be moderated, or wholly offset, by lesser or negative performance as of other averaging dates.
underlying commodity
Similarly, the final
PS-9
https://www.sec.gov/Archives/edgar/data/895421/000095010320011367/dp129881_424b2-ps4321.htm
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