Bond Morgan Stanley Financial 0% ( US61769HFA86 ) in USD

Morgan Stanley Financial

100 % ▼

United States

US61769HFA86 ( in USD )

28/06/2024 - Bond has expired

Prospectus brochure of the bond Morgan Stanley Finance US61769HFA86 in USD 0%, expired

1 000 USD

1 597 000 USD

61769HFA8

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.

The bond identified by ISIN US61769HFA86 and CUSIP 61769HFA8, a USD-denominated instrument issued from the United States by Morgan Stanley Finance, a dedicated funding vehicle for global financial services leader Morgan Stanley renowned for its investment banking, securities, wealth management, and investment management services, having a total issue size of 1,597,000 and a minimum purchase size of 1,000, distinguished by its 0% interest rate as a zero-coupon bond with a listed payment frequency of two (implying principal repayment at maturity), reached its scheduled maturity on June 28, 2024, at a market price of 100%, and has since been fully repaid, with Moody's having assigned an 'NR' (Not Rated) designation to this issuance.

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424B2 1 dp108749_424b2-ps2081.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee

Performance Leveraged Upside Securities due 2024

$1,597,000

$193.56

June 2019
Pricing Supplement No. 2,081
Registration Statement Nos. 333-221595; 333-221595-01
Dated June 21, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
PLUS Based on the Value of the S&P 500® Index due June 28, 2024
Performance Leveraged Upside SecuritiesSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are ful y and unconditional y guaranteed by
Morgan Stanley. The PLUS wil pay no interest, provide a minimum payment at maturity of only 50% of the stated principal amount
and have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as
supplemented or modified by this document. At maturity, if the underlying index has appreciated in value, investors wil receive the
stated principal amount of their investment plus moderately leveraged upside performance of the underlying index. However, if the
underlying index has depreciated in value, investors wil lose 0.50% for every 1% decline in the index value over the term of the
securities. Under these circumstances, the payment at maturity wil be less than the stated principal amount. Investors may lose up
to 50% of the stated principal amount of the PLUS. These long-dated PLUS are for investors who seek an equity index-based
return and who are wil ing to risk their principal and forgo current income in exchange for the moderate leverage feature. The PLUS
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 PLUS are not secured obligations and you will not have any security interest in, or otherwise have any
access to, any underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Maturity date:
June 28, 2024
Underlying index:
S&P 500® Index
Aggregate principal amount:
$1,597,000
Payment at maturity per
If the final index value is greater than the initial index value:
PLUS:
$1,000 + leveraged upside payment
If the final index value is less than or equal to the initial index value:
$1,000 + ($1,000 × index percent change x 50%)
Under these circumstances, the payment at maturity wil be less than or equal to the stated
principal amount of $1,000. However, under no circumstances wil the PLUS pay less than $500
per PLUS at maturity.
Leveraged upside payment:
$1,000 × upside leverage factor × index percent change
Index percent change:
(final index value initial index value) / initial index value
Initial index value:
2,950.46, which is the index closing value on the pricing date
Final index value:
The index closing value on the valuation date
Valuation date:
June 21, 2024, subject to postponement for non-index business days and certain market
disruption events
Upside leverage factor:
108%
Minimum payment at
$500 per PLUS (50% of the stated principal amount)
maturity:
Stated principal amount:
$1,000 per PLUS
Issue price:
$1,000 per PLUS (see "Commissions and issue price" below)
Pricing date:
June 21, 2019
Original issue date:
June 28, 2019 (5 business days after the pricing date)
CUSIP:
61769HFA8
ISIN:
US61769HFA86
Listing:
The PLUS wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a whol y owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of
interest."
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Estimated value on the
$952.90 per PLUS. See "Investment Summary" beginning on page 2.
pricing date:
Commissions and issue
Price to public
Agent's commissions(1)
Proceeds to us(2)
price:
Per PLUS
$1,000
$30
$970
Total
$1,597,000
$47,910
$1,549,090
We also sold, pursuant to Pricing Supplement No. 2,080, a separate issuance of PLUS, being sold only to fee-based advisory
accounts, with terms similar to those of this issuance but with a higher upside leverage factor.
(1) Selected dealers and their financial advisors wil col ectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $30 for each PLUS they sel . In addition, selected dealers and their financial advisors wil receive a structuring fee
of $4 for each PLUS. 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 PLUS.
(2) See "Use of proceeds and hedging" on page 12.
The PLUS involve risks not associated with an investment in ordinary debt securities. See "Risk Factors"
beginning on page 5.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these
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 PLUS 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 PLUS" and "Additional
Information About the PLUS" 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.
Product Supplement for PLUS dated November 16, 2017
Index Supplement dated November 16, 2017
Prospectus dated November 16, 2017

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Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 28, 2024
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Investment Summary
Performance Leveraged Upside Securities

Principal at Risk Securities

The PLUS Based on the Value of the S&P 500® Index due June 28, 2024 (the "PLUS") can be used:
§ As an alternative to direct exposure to the underlying index that moderately enhances returns for any potential positive
performance of the underlying index

§ To moderately enhance returns and potential y outperform the underlying index in a bul ish scenario, with no limitation on the
appreciation potential

§ To achieve similar levels of upside exposure to the underlying index as a direct investment while using fewer dol ars by taking
advantage of the upside leverage factor.

§ The PLUS are exposed on a 0.50%-to-1.00% basis to any negative performance of the underlying index.

Maturity:
5 years
Upside leverage
108% (applicable only if the final index value is greater than the initial index value)
factor:
Minimum payment at $500 per PLUS. Investors may lose up to 50% of the stated principal amount of the PLUS.
maturity:
Coupon:
None

The original issue price of each PLUS is $1,000. This price includes costs associated with issuing, sel ing, structuring and hedging
the PLUS, which are borne by you, and, consequently, the estimated value of the PLUS on the pricing date is less than $1,000. We
estimate that the value of each PLUS on the pricing date is $952.90.

What goes into the estimated value on the pricing date?

In valuing the PLUS on the pricing date, we take into account that the PLUS comprise both a debt component and a performance-
based component linked to the underlying index. The estimated value of the PLUS is determined using our own pricing and valuation
models, market inputs and assumptions relating to the underlying index, instruments based on the underlying index, volatility and
other factors including current and expected interest rates, as wel 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 PLUS?

In determining the economic terms of the PLUS, including the upside leverage factor and the minimum 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, sel ing, 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 PLUS 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 PLUS?

The price at which MS & Co. purchases the PLUS in the secondary market, absent changes in market conditions, including those
related to the underlying index, may vary from, and be lower than, the estimated value on the pricing date, because the secondary
market price takes into account our secondary market credit spread as wel 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, sel ing, structuring
and hedging the PLUS are not ful y deducted upon issuance, for a period of up to 6 months fol owing the issue date, to the extent that
MS & Co. may buy or sel the PLUS in the secondary market, absent changes in market conditions, including those related to the
underlying index, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We
expect that those higher values wil also be reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the PLUS, and, if it once chooses to make a market, may cease doing so at
any time.

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Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 28, 2024
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Key Investment Rationale

The PLUS offer leveraged exposure to any potential positive performance of the S&P 500® Index. At maturity, if the underlying index
has appreciated moderately in value, investors wil receive the stated principal amount of their investment plus moderately leveraged
upside performance of the underlying index. However, if the underlying index has depreciated in value, investors wil lose 0.50% for
every 1% decline in the index value over the term of the securities. Under these circumstances, the payment at maturity wil be less
than the stated principal amount. Investors may lose up to 50% of the stated principal amount of the PLUS. Al payments on the
PLUS are subject to our credit risk.

Leveraged Performance
The PLUS offer investors an opportunity to capture moderately enhanced returns for any potential
positive performance relative to a direct investment in the underlying index.
Upside Scenario
The underlying index increases in value, and, at maturity, the PLUS redeem for the stated principal
amount of $1,000 plus 108% of the index percent change.
Par Scenario
The final index value is equal to the initial index value. In this case, you receive the stated principal
amount of $1,000 at maturity.
Downside Scenario
The underlying index declines in value, and, at maturity, the PLUS redeem for less than the stated
principal amount by an amount reflecting 50% of the decline in the value of the underlying index over
the term of the PLUS. For example, if the final index value is 30% less than the initial index value,
the PLUS wil redeem at maturity for a loss of 15% of principal at $850, or 85% of the stated principal
amount. The minimum payment at maturity is $500 per PLUS.
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Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 28, 2024
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
How the PLUS Work
Payoff Diagram

The payoff diagram below il ustrates the payment at maturity on the PLUS based on the fol owing terms:

Stated principal amount:
$1,000 per PLUS
Upside leverage factor:
108%
Minimum payment at maturity:
$500 per PLUS

PLUS Payoff Diagram

How it works
§ Upside Scenario. If the final index value is greater than the initial index value, investors wil receive the $1,000 stated principal
amount plus 108% of the appreciation of the underlying index over the term of the PLUS.

§ If the underlying index appreciates 2%, the investor would receive a 2.16% return, or $1,021.60 per PLUS.

§ Par Scenario. If the final index value is equal to the initial index value, the investor would receive the $1,000 stated principal
amount.

§ Downside Scenario. If the final index value is less than the initial index value, the investor would receive an amount that is less
than the $1,000 stated principal amount, based on a 0.50% loss of principal for each 1% decline in the underlying index. Under
these circumstances, the payment at maturity wil be less than the stated principal amount per PLUS. The minimum payment at
maturity is $500 per PLUS.
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§ If the underlying index depreciates 60%, the investor would lose 30% of the investor's principal and receive only $700 per
PLUS at maturity, or 70% of the stated principal amount.

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Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 28, 2024
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Risk Factors

The fol owing is a non-exhaustive list of certain key risk factors for investors in the PLUS. For further discussion of these and other
risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for PLUS, index supplement and
prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with your
investment in the PLUS.
§ The PLUS do not pay interest and provide a minimum payment at maturity of only 50% of your principal. The terms of the
PLUS differ from those of ordinary debt securities in that the PLUS do not pay interest, and provide a minimum payment at
maturity of only 50% of the stated principal amount of the PLUS, subject to our credit risk. If the final index value is less than the
initial index value, the payout at maturity wil be an amount in cash that is less than the $1,000 stated principal amount of each
PLUS by an amount reflecting 50% of the decline in the value of the underlying index over the term of the PLUS. Accordingly,
investors may lose up to 50% of the stated principal amount of the PLUS.

§ The market price of the PLUS will be influenced by many unpredictable factors. Several factors, many of which are beyond
our control, wil influence the value of the PLUS in the secondary market and the price at which MS & Co. may be wil ing to
purchase or sel the PLUS in the secondary market, including the value, volatility (frequency and magnitude of changes in value)
and dividend yield of the underlying index, interest and yield rates in the market, time remaining until the PLUS mature,
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying index or equities
markets general y and which may affect the final index value of the underlying index and any actual or anticipated changes in our
credit ratings or credit spreads. General y, the longer the time remaining to maturity, the more the market price of the PLUS wil
be affected by the other factors described above. The value of the underlying index may be, and has recently been, volatile, and
we can give you no assurance that the volatility wil lessen. See "S&P 500® Index Overview" below. You may receive less, and
possibly significantly less, than the stated principal amount per PLUS if you try to sel your PLUS prior to maturity.

§ The PLUS 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 PLUS. You are dependent on our ability to pay al amounts due on the PLUS at
maturity and therefore you are subject to our credit risk. If we default on our obligations under the PLUS, your investment would
be at risk and you could lose some or al of your investment. As a result, the market value of the PLUS prior to maturity wil 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
PLUS.

§ 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 wil 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 wil be limited to those available under
the related guarantee by Morgan Stanley and that guarantee wil rank pari passu with al other unsecured, unsubordinated
obligations of Morgan Stanley. Holders wil 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 on the PLUS is not linked to the value of the underlying index at any time other than the valuation
date. The final index value wil be based on the index closing value on the valuation date, subject to postponement for non-index
business days and certain market disruption events. Even if the value of the underlying index appreciates prior to the valuation
date but then drops by the valuation date, the payment at maturity may be less, and may be significantly less, than it would have
been had the payment at maturity been linked to the value of the underlying index prior to such drop. Although the actual value
of the underlying index on the stated maturity date or at other times during the term of the PLUS may be higher than the index
closing value on the valuation date, the payment at maturity wil be based solely on the index closing value on the valuation date.

§ Investing in the PLUS is not equivalent to investing in the underlying index. Investing in the PLUS is not equivalent to
investing in the underlying index or its component stocks. As an investor in the PLUS, you wil not have voting rights or rights to
receive dividends or other distributions or any other rights with respect to stocks that constitute the underlying index.

§ 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 PLUS in the original issue price reduce the economic
terms of the PLUS, cause the estimated value of the PLUS 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 wil ing to purchase the PLUS in secondary market transactions wil likely be
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Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 28, 2024
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
significantly lower than the original issue price, because secondary market prices wil exclude the issuing, sel ing, structuring and
hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices wil
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 wel as other factors.

The inclusion of the costs of issuing, sel ing, structuring and hedging the PLUS in the original issue price and the lower rate we
are wil ing to pay as issuer make the economic terms of the PLUS less favorable to you than they otherwise would be.

However, because the costs associated with issuing, sel ing, structuring and hedging the PLUS are not ful y deducted upon
issuance, for a period of up to 6 months fol owing the issue date, to the extent that MS & Co. may buy or sel the PLUS in the
secondary market, absent changes in market conditions, including those related to the underlying index, and to our secondary
market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values
wil also be reflected in your brokerage account statements.

§ Adjustments to the underlying index could adversely affect the value of the PLUS. The underlying index publisher may add,
delete or substitute the stocks constituting the underlying index or make other methodological changes that could change the
value of the underlying index. The underlying index publisher may discontinue or suspend calculation or publication of the
underlying index at any time. In these circumstances, the calculation agent wil have the sole discretion to substitute a successor
index that is comparable to the discontinued underlying index and is not precluded from considering indices that are calculated
and published by the calculation agent or any of its affiliates. If the calculation agent determines that there is no appropriate
successor index, the payment at maturity on the PLUS wil be an amount based on the closing prices at maturity of the securities
composing the underlying index at the time of such discontinuance, without rebalancing or substitution, computed by the
calculation agent in accordance with the formula for calculating the underlying index last in effect prior to discontinuance of the
underlying index.

§ The estimated value of the PLUS 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 PLUS than those generated by others, including other dealers in the market, if they
attempted to value the PLUS. 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 wil ing to purchase your PLUS in the secondary market (if any exists) at any
time. The value of your PLUS at any time after the date of this document wil vary based on many factors that cannot be
predicted with accuracy, including our creditworthiness and changes in market conditions. See also "The market price of the
PLUS wil be influenced by many unpredictable factors" above.

§ The PLUS will not be listed on any securities exchange and secondary trading may be limited. The PLUS wil not be listed
on any securities exchange. Therefore, there may be little or no secondary market for the PLUS. MS & Co. may, but is not
obligated to, make a market in the PLUS and, if it once chooses to make a market, may cease doing so at any time. When it
does make a market, it wil general y do so for transactions of routine secondary market size at prices based on its estimate of
the current value of the PLUS, 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 wil be
able to resel the PLUS. Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel the
PLUS easily. Since other broker-dealers may not participate significantly in the secondary market for the PLUS, the price at
which you may be able to trade your PLUS is likely to depend on the price, if any, at which MS & Co. is wil ing to transact. If, at
any time, MS & Co. were to cease making a market in the PLUS, it is likely that there would be no secondary market for the
PLUS. Accordingly, you should be wil ing to hold your PLUS to maturity.

§ The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with
respect to the PLUS. As calculation agent, MS & Co. has determined the initial index value, wil determine the final index value
and wil calculate the amount of cash you receive at maturity. Moreover, certain determinations made by MS & Co., in its capacity
as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence
or non-occurrence of market disruption events and the selection of a successor index or calculation of the final index value in the
event of a market disruption event or discontinuance of the underlying index. These potential y subjective determinations may
adversely affect the payout to you at maturity. For further information regarding these types of determinations, see "Description
of PLUS--Postponement of Valuation Date(s)" and "--Calculation Agent and Calculations" and related definitions in the
accompanying product supplement. In addition, MS & Co. has determined the estimated value of the PLUS on the pricing date.

§ Hedging and trading activity by our affiliates could potentially adversely affect the value of the PLUS. One or more of our
affiliates and/or third-party dealers have carried out, and wil continue to carry out, hedging activities related to the PLUS (and to

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