Obbligazione Morgan Stanley Financial 0% ( US61770C3768 ) in USD

Emittente Morgan Stanley Financial
Prezzo di mercato 100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US61770C3768 ( in USD )
Tasso d'interesse 0%
Scadenza 06/05/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61770C3768 in USD 0%, scaduta


Importo minimo 1 000 USD
Importo totale 5 556 000 USD
Cusip 61770C376
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Descrizione dettagliata Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

Si segnala la recente scadenza e il conseguente rimborso di un'obbligazione emessa da Morgan Stanley Finance, identificata dal codice ISIN US61770C3768 e dal CUSIP 61770C376, un evento che ha avuto luogo il 6 maggio 2025. Morgan Stanley Finance, entità operativa del prestigioso gruppo finanziario globale Morgan Stanley, si conferma attore di primaria importanza nel panorama dei mercati dei capitali. Morgan Stanley, con sede negli Stati Uniti, è una delle principali società di servizi finanziari a livello mondiale, offrendo una vasta gamma di prodotti e servizi a clienti individuali, istituzionali e governativi, tra cui investment banking, servizi di intermediazione mobiliare, gestione patrimoniale e gestione degli investimenti. La sua attività di emissione di debito, spesso tramite entità come Morgan Stanley Finance, è fondamentale per il finanziamento delle sue operazioni globali e per la gestione della liquidità, riflettendo la sua posizione consolidata nel settore bancario e finanziario internazionale. L'obbligazione in questione, originaria dagli Stati Uniti e denominata in Dollari USA (USD), presentava una peculiarità significativa: un tasso d'interesse nominale dello 0%. Sebbene fosse indicata una frequenza di pagamento di 2 (tipicamente semestrale), la natura a cedola zero di questo strumento implicava che il rendimento per l'investitore derivasse interamente dal prezzo di acquisto scontato rispetto al valore nominale di rimborso, che era del 100%. Il prezzo di mercato al momento del rimborso si attestava anch'esso al 100%, riflettendo la piena restituzione del capitale investito a scadenza. L'emissione totale aveva un ammontare di 5.556.000 USD, con un lotto minimo di acquisto stabilito a 1.000 USD, rendendola accessibile a un certo segmento di investitori. Per quanto concerne la valutazione creditizia, l'agenzia Moody's non aveva assegnato un rating specifico a questa obbligazione, indicata come 'NR', ovvero Not Rated. Questo evento segna la chiusura di un capitolo per l'investimento in questione, con la regolare restituzione del capitale agli obbligazionisti.







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424B2 1 dp115441_424b2-ps2603.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Dual Directional Trigger Performance

$5,555,930

$721.16
Leveraged Upside Securities due 2025

October 2019
Pricing Supplement No. 2,603
Registration Statement Nos. 333-221595; 333-221595-01
Dated October 31, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in International Equities
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due May 6,
2025
Trigger Performance Leveraged Upside SecuritiesSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Dual Directional Trigger PLUS, or "Trigger PLUS," are unsecured obligations of Morgan Stanley Finance LLC
("MSFL") and are ful y and unconditional y guaranteed by Morgan Stanley. The Trigger PLUS wil pay no interest, do not
guarantee any return of principal at maturity 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 EURO STOXX
50® Index, which we refer to as the underlying index, has appreciated in value, investors wil receive the stated principal
amount of their investment plus leveraged upside performance of the underlying index. If the underlying index has
depreciated in value but by no more than 35%, investors wil receive the stated principal amount of their investment plus
an unleveraged positive return equal to the absolute value of the percentage decline, which wil effectively be limited to a
positive 35% return. However, if the underlying index has depreciated in value by more than 35%, investors wil be
negatively exposed to the ful amount of the percentage decline in the underlying index and wil lose 1% of the stated
principal amount for every 1% of decline, without any buffer. These long-dated Trigger 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 upside
leverage and absolute return features that in each case apply to a limited range of performance of the underlying index.
Investors may lose their entire initial investment in the Trigger PLUS. The Trigger PLUS are notes issued as part of
MSFL's Series A Global Medium-Term Notes program.
The Trigger PLUS differ from the PLUS described in the accompanying product supplement for PLUS in that the Trigger
PLUS offer the potential for a positive return at maturity if the underlying index depreciates by up to 35%. The Trigger
PLUS are not the Buffered PLUS described in the accompanying product supplement for PLUS. Unlike the Buffered PLUS,
the Trigger PLUS do not provide any protection if the underlying index depreciates by more than 35%.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your
investment. These Trigger 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:
May 6, 2025
Valuation date:
April 30, 2025, subject to postponement for non-index business days and certain market
disruption events
Underlying index:
EURO STOXX 50® Index
Aggregate principal
$5,555,930
amount:
Payment at maturity:
If the final index value is greater than the initial index value:
$10 + leveraged upside payment
If the final index value is less than or equal to the initial index value but is greater than or
equal to the trigger level:
$10 + ($10 x absolute index return)
In this scenario, you wil receive a 1% positive return on the Trigger PLUS for each 1%
negative return on the underlying index. In no event wil this amount exceed the stated
principal amount plus $3.50.
If the final index value is less than the trigger level:
$10 × index performance factor
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Under these circumstances, the payment at maturity wil be less than the stated principal
amount of $10, and wil represent a loss of more than 35%, and possibly al , of your
investment.
Leveraged upside
$10 x leverage factor x index percent change
payment:
Leverage factor:
177%
Index percent change:
(final index value ­ initial index value) / initial index value
Absolute index return:
The absolute value of the index percent change. For example, a ­5% index percent change
wil result in a +5% absolute index return.
Index performance factor: final index value / initial index value
Initial index value:
3,604.41, which is the index closing value on the pricing date
Final index value:
The index closing value on the valuation date
Trigger level:
2,342.867, which is approximately 65% of the initial index value
Stated principal amount / $10 per Trigger PLUS (see "Commissions and issue price" below)
Issue price:
Pricing date:
October 31, 2019
Original issue date:
November 5, 2019 (3 business days after the pricing date)
CUSIP / ISIN:
61770C376 / US61770C3768
Listing:
The Trigger PLUS wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a whol y owned subsidiary of Morgan Stanley and
an affiliate of MSFL. See "Supplemental information regarding plan of distribution; conflicts
of interest."
Estimated value on the
$9.558 per Trigger PLUS. See "Investment Summary" on page 2.
pricing date:
Commissions and issue
Price to public
Agent's commissions and
price:
fees
Proceeds to us(3)
Per Trigger PLUS
$10.00
$0.30(1)



$0.05(2)
$9.65
Total
$5,555,930
$194,457.55
$5,361,472.45
(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors
wil col ectively receive from the agent, MS & Co., a fixed sales commission of $0.30 for each Trigger PLUS they sel .
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) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for
each Trigger PLUS.
(3) See "Use of proceeds and hedging" on page 14.
The Trigger PLUS involve risks not associated with an investment in ordinary debt securities. See "Risk
Factors" beginning on page 6.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved
these securities, or determined if this document or the accompanying product supplement, index supplement and
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Trigger 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 Trigger PLUS"
and "Additional Information About the Trigger PLUS" at the end of this document.
References to "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as
the context requires.
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
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due May 6, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Investment Summary

Trigger Performance Leveraged Upside Securities

Principal at Risk Securities

The Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due May 6, 2025 (the
"Trigger PLUS") can be used:
§ As an alternative to direct exposure to the underlying index that enhances returns for any positive performance of the
underlying index.
§ To obtain an unleveraged positive return for a limited range of negative performance of the underlying index.
§ To enhance returns and potentialy outperform the underlying index in a bulish or moderately bearish scenario.

Maturity:
Approximately 5.5 years
Leverage factor:
177% (applicable only if the final index value is greater than the initial index
value).
Minimum payment at
None. Investors may lose al their entire initial investment in the Trigger
maturity:
PLUS.
Trigger level:
65% of the initial index value
Coupon:
None
Listing:
The Trigger PLUS wil not be listed on any securities exchange

The original issue price of each Trigger PLUS is $10. This price includes costs associated with issuing, sel ing, structuring
and hedging the Trigger PLUS, which are borne by you, and, consequently, the estimated value of the Trigger PLUS on
the pricing date is less than $10. We estimate that the value of each Trigger PLUS on the pricing date is $9.558.

What goes into the estimated value on the pricing date?

In valuing the Trigger PLUS on the pricing date, we take into account that the Trigger PLUS comprise both a debt
component and a performance-based component linked to the underlying index. The estimated value of the Trigger 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 Trigger PLUS?

In determining the economic terms of the Trigger PLUS, including the leverage factor and the trigger level, 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 Trigger 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 Trigger
PLUS?

The price at which MS & Co. purchases the Trigger 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 Trigger 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 Trigger PLUS in the
secondary market, absent changes in market conditions, including those related to the underlying index, and to our
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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 Trigger 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
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due May 6, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Key Investment Rationale

The Trigger PLUS offer the potential for a positive return at maturity based on the absolute value of a limited range of
percentage changes of the underlying index. At maturity, if the underlying index has appreciated in value, investors wil
receive the stated principal amount of their investment plus leveraged upside performance of the underlying index. If the
underlying index has depreciated in value but by no more than 35%, investors wil receive the stated principal amount of
their investment plus an unleveraged positive return equal to the absolute value of the percentage decline, which wil
effectively be limited to a positive 35% return. However, if the underlying index has depreciated in value by more than
35%, investors wil be negatively exposed to the ful amount of the percentage decline in the underlying index and wil lose
1% of the stated principal amount for every 1% of decline, without any buffer. Investors may lose their entire initial
investment in the Trigger PLUS. Al payments on the Trigger PLUS are subject to our credit risk.

Leveraged Upside
The Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a direct
Performance
investment in the underlying index.
Absolute Return
The Trigger PLUS enable investors to obtain an unleveraged positive return if the final index value
Feature
is less than or equal to the initial index value but is greater than or equal to the trigger level.
Upside Scenario if The final index value is greater than the initial index value, and, at maturity, you receive a ful return
the Underlying
of principal as wel as 177% of the increase in the value of the underlying index. For example, if
Index Appreciates
the final index value is 10% greater than the initial index value, the Trigger PLUS wil provide a total
return of 17.70% at maturity.
The final index value is less than or equal to the initial index value but is greater than or equal to
the trigger level, which is 65% of the initial index value. In this case, you receive a 1% positive
Absolute Return
return on the Trigger PLUS for each 1% negative return on the underlying index. For example, if
Scenario
the final index value is 10% less than the initial index value, the Trigger PLUS wil provide a total
positive return of 10% at maturity. The maximum return you may receive in this scenario is a
positive 35% return at maturity.
The final index value is less than the trigger level. In this case, the Trigger PLUS redeem for at
least 35% less than the stated principal amount, and this decrease wil be by an amount
proportionate to the ful decline in the value of the underlying index over the term of the Trigger
Downside Scenario PLUS. Under these circumstances, the payment at maturity wil be less than 65% of the stated
principal amount per Trigger PLUS. For example, if the final index value is 70% less than the initial
index value, the Trigger PLUS wil be redeemed at maturity for a loss of 70% of principal at $3.00,
or 30% of the stated principal amount. There is no minimum payment at maturity on the
Trigger PLUS, and you could lose your entire investment.
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due May 6, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
How the Trigger PLUS Work

Payoff Diagram

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

Stated principal amount:
$10 per Trigger PLUS
Leverage factor:
177%
Trigger level:
65% of the initial index value
Minimum payment at maturity:
None


Trigger PLUS Payoff Diagram

See the next page for a description of how the Trigger PLUS work.

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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due May 6, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
How it works
§ Upside Scenario if the Underlying Index Appreciates. If the final index value is greater than the initial index value,
the investor would receive the $10 stated principal amount plus 177% of the appreciation of the underlying index over
the term of the Trigger PLUS.

§ If the underlying index appreciates 10%, the investor would receive a 17.70% return, or $11.77 per Trigger PLUS.
§ Absolute Return Scenario. If the final index value is less than or equal to the initial index value and is greater than or
equal to the trigger level of 65% of the initial index value, the investor would receive a 1% positive return on the Trigger
PLUS for each 1% negative return on the underlying index.

§ If the underlying index depreciates 10%, the investor would receive a 10% return, or $11.00 per Trigger PLUS.
§ The maximum return you may receive in this scenario is a positive 35% return at maturity.

§ Downside Scenario. If the final index value is less than the trigger level of 65% of the initial index value, the investor
would receive an amount less than the $10 stated principal amount, based on a 1% loss of principal for each 1%
decline in the underlying index. Under these circumstances, the payment at maturity wil be less than 65% of the
stated principal amount per Trigger PLUS. There is no minimum payment at maturity on the Trigger PLUS.

§
If the underlying index depreciates 70%, the investor would lose 70% of the investor's principal and receive only
$3.00 per Trigger PLUS at maturity, or 30% of the stated principal amount.

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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due May 6, 2025
Trigger 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 Trigger 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 Trigger PLUS.
§ The Trigger PLUS do not pay interest or guarantee return of any principal. The terms of the Trigger PLUS differ
from those of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee the payment of any
principal amount at maturity. If the final index value is less than the trigger level (which is 65% of the initial index
value), the absolute return feature wil no longer be available and the payout at maturity wil be an amount in cash that
is at least 35% less than the $10 stated principal amount of each Trigger PLUS, and this decrease wil be by an
amount proportionate to the ful amount of the decline in the value of the underlying index over the term of the Trigger
PLUS, without any buffer. There is no minimum payment at maturity on the Trigger PLUS, and, accordingly, you could
lose your entire initial investment in the Trigger PLUS.
§ The market price of the Trigger PLUS will be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, wil influence the value of the Trigger PLUS in the secondary market and the price at
which MS & Co. may be wil ing to purchase or sel the Trigger PLUS in the secondary market, including the value
(including whether the value is below the trigger level), volatility (frequency and magnitude of changes in value) and
dividend yield of the underlying index, interest and yield rates in the market, time remaining until the Trigger 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 Trigger PLUS wil be affected by the other factors described above. The level of the
underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility wil
lessen. See "EURO STOXX 50® Index Overview" below. You may receive less, and possibly significantly less, than the
stated principal amount per Trigger PLUS if you try to sel your Trigger PLUS prior to maturity.
§ There are risks associated with investments in securities linked to the value of foreign equity securities. The
Trigger PLUS are linked to the value of foreign equity securities. Investments in securities linked to the value of foreign
equity securities involve risks associated with the securities markets in those countries, including risks of volatility in
those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries.
Also, there is general y less publicly available information about foreign companies than about U.S. companies that are
subject to the reporting requirements of the United States Securities and Exchange Commission, and foreign
companies are subject to accounting, auditing and financial reporting standards and requirements different from those
applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political,
economic, financial and social factors in those countries, or global regions, including changes in government,
economic and fiscal policies and currency exchange laws. Local securities markets may trade a smal number of
securities and may be unable to respond effectively to increases in trading volume, potential y making prompt
liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ favorably
or unfavorably from the economy in the United States in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions between countries.
§ The Trigger 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 Trigger PLUS. You are dependent on our ability to
pay al amounts due on the Trigger PLUS at maturity and therefore you are subject to our credit risk. If we default on
its obligations under the Trigger 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 Trigger 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 Trigger
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

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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the EURO STOXX 50® Index due May 6, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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 Trigger 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 Trigger PLUS may be higher than the final index value, the payment at maturity wil
be based solely on the index closing value on the valuation date.
§ Investing in the Trigger PLUS is not equivalent to investing in the underlying index. Investing in the Trigger
PLUS is not equivalent to investing in the underlying index or its component stocks. Investors in the Trigger PLUS wil
not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the stocks
that constitute the underlying index.
§ Adjustments to the underlying index could adversely affect the value of the Trigger 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 wil be permitted to consider indices that are calculated and published by the calculation agent or any of its
affiliates.
§ 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 Trigger PLUS in the original
issue price reduce the economic terms of the Trigger PLUS, cause the estimated value of the Trigger 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 Trigger PLUS in secondary market transactions wil likely be 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 Trigger PLUS in the original issue price and
the lower rate we are wil ing to pay as issuer make the economic terms of the Trigger PLUS less favorable to you than
they otherwise would be.

However, because the costs associated with issuing, sel ing, structuring and hedging the Trigger 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 Trigger 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.

§ The estimated value of the Trigger 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 Trigger PLUS
than those generated by others, including other dealers in the market, if they attempted to value the Trigger PLUS.
https://www.sec.gov/Archives/edgar/data/895421/000095010319015002/dp115441_424b2-ps2603.htm
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