Obligation Morgan Stanley Financial 0% ( US61769HJD89 ) en USD

Morgan Stanley Financial

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Etas-Unis

US61769HJD89 ( en USD )

31/07/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HJD89 en USD 0%, échue

1 000 USD

6 577 000 USD

61769HJD8

N/A

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

L'obligation US61769HJD89 émise par Morgan Stanley Finance aux États-Unis, d'une valeur nominale totale de 6 577 000 USD, avec un prix de marché actuel de 100 %, un taux d'intérêt de 0 %, une taille minimale d'achat de 1 000 USD, une échéance le 31/07/2024, une fréquence de paiement de 2, et une notation Moody's de NR, est arrivée à maturité et a été remboursée.

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424B2 1 dp110370_424b2-ps2184.htm FORM 424B2\
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price

Fee

Buffered Participation Securities due

$6,577,000.00

$797.13
2024

July 2019
Pricing Supplement No. 2,184
Registration Statement Nos. 333-221595; 333-221595-01
Dated July 26, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Buffered Participation Securities Based on the Value of the S&P 500® Index due July 31, 2024
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Buffered Securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are ful y and unconditional y
guaranteed by Morgan Stanley. The Buffered Securities wil pay no interest, provide a minimum payment at maturity of only
26% of the stated principal amount and have the terms described in the accompanying product supplement for participation
securities, 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 a return reflecting
100% of the upside performance of the underlying index. If the underlying index has depreciated in value, but the underlying
index has not declined by more than the specified buffer amount, the Buffered Securities wil redeem for par. However, if the
underlying index has declined by more than the buffer amount, investors wil lose 1% for every 1% decline beyond the
specified buffer amount, subject to the minimum payment at maturity of 26% of the stated principal amount. Investors may
lose up to 74% of the stated principal amount of the Buffered Securities. These long-dated Buffered Securities 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 buffer feature that applies to a limited range of performance of the underlying index. The Buffered 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 Buffered 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.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Maturity date:
July 31, 2024
Underlying index:
S&P 500® Index
Aggregate principal amount:
$6,577,000
Payment at maturity per
If the final index value is greater than the initial index value:
Buffered Security:
$1,000 + upside payment
If the final index value is less than or equal to the initial index value but has decreased
from the initial index value by an amount less than or equal to the buffer amount of 26%:
$1,000
If the final index value is less than the initial index value and has decreased from the initial
index value by an amount greater than the buffer amount of 26%:
($1,000 x the index performance factor) + $260
Under these circumstances, the payment at maturity wil be less than the stated principal
amount of $1,000. However, under no circumstances wil the Buffered Securities pay less
than $260 per Buffered Security at maturity.
Upside payment:
$1,000 × index percent increase
Index percent increase:
(final index value initial index value) / initial index value
Initial index value:
3,025.86, which is the index closing value on the pricing date
Final index value:
The index closing value on the valuation date
Valuation date:
July 26, 2024, subject to postponement for non-index business days and certain market
disruption events
Buffer amount:
26%. As a result of the buffer amount of 26%, the value at or above which the underlying
index must close on the valuation date so that investors do not suffer a loss on their initial
investment in the Buffered Securities is 2,239.136, which is approximately 74% of the
initial index value
Minimum payment at maturity:
$260 per Buffered Security (26% of the stated principal amount)
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Index performance factor:
Final index value divided by the initial index value
Stated principal amount:
$1,000 per Buffered Security
Issue price:
$1,000 per Buffered Security (see "Commissions and issue price" below)
Pricing date:
July 26, 2019
Original issue date:
July 31, 2019 (3 business days after the pricing date)
CUSIP:
61769HJD8
ISIN:
US61769HJD89
Listing:
The Buffered Securities 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."
Estimated value on the pricing
$961.90 per Buffered Security. See "Investment Summary" beginning on page 2.
date:
Commissions and issue price:
Price to public
Agent's commissions (1)
Proceeds to us(2)
Per Buffered Security
$1,000
$33
$967
Total
$6,577,000
$217,041
$6,359,959
(1) Selected dealers and their financial advisors wil col ectively receive from the agent, MS & Co., a fixed sales commission
of $33 for each Buffered Security 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.
(2) See "Use of proceeds and hedging" on page 12.
The Buffered Securities 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 Buffered Securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a
bank.
You should read this document together with the related product supplement, index supplement and prospectus,
each of which can be accessed via the hyperlinks below. Please also see "Additional Terms of the Buffered
Securities" and "Additional Information About the Buffered Securities" at the end of this document.
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL
collectively, as the context requires.
Product Supplement for Participation Securities dated November 16, 2017 Index Supplement dated November 16,
2017
Prospectus dated November 16, 2017

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Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due July 31, 2024
Principal at Risk Securities
Investment Summary
Buffered Participation Securities

Principal at Risk Securities

The Buffered Participation Securities Based on the Value of the S&P 500® Index due July 31, 2024 (the "Buffered Securities")
can be used:
§ To achieve similar levels of upside exposure to the underlying index as a direct investment
§ To obtain a buffer against a specified level of negative performance in the underlying index

Maturity:
5 years
Maximum payment at maturity: None
Buffer amount:
26%, with 1-to-1 downside exposure below the buffer
Minimum payment at maturity: $260 per Buffered Security (26% of the stated principal amount). Investors
may lose up to 74% of the stated principal amount of the Buffered Securities.
Coupon:
None

The original issue price of each Buffered Security is $1,000. This price includes costs associated with issuing, sel ing,
structuring and hedging the Buffered Securities, which are borne by you, and, consequently, the estimated value of the
Buffered Securities on the pricing date is less than $1,000. We estimate that the value of each Buffered Security on the pricing
date is $961.90.

What goes into the estimated value on the pricing date?

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

In determining the economic terms of the Buffered Securities, including the buffer amount 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 Buffered 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 Buffered
Securities?

The price at which MS & Co. purchases the Buffered Securities 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 Buffered Securities 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 Buffered
Securities 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 Buffered Securities, and, if it once chooses to make a market,
may cease doing so at any time.

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Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due July 31, 2024
Principal at Risk Securities
Key Investment Rationale

The Buffered Securities offer upside exposure to the underlying index while providing limited protection against negative
performance of the underlying index. Once the underlying index has decreased in value by more than the specified buffer
amount, investors are exposed to the negative performance of the underlying index, subject to the minimum payment at
maturity. At maturity, if the underlying index has appreciated, investors wil receive the stated principal amount of their
investment plus a return reflecting 100% of the index percent increase. At maturity, if the underlying index has depreciated
and (i) if the final index value of the underlying index has not declined from the initial index value by more than the specified
buffer amount, the Buffered Securities wil redeem for par, or (i ) if the final index value of the underlying index has declined by
more than the buffer amount, the investor wil lose 1% for every 1% decline beyond the specified buffer amount, subject to the
minimum payment at maturity. Investors may lose up to 74% of the stated principal amount of the Buffered Securities.

Upside Scenario
The underlying index increases in value, and, at maturity, the Buffered Securities redeem for the
stated principal amount of $1,000 plus a return reflecting 100% of the index percent increase.
Par Scenario
The underlying index declines in value by no more than the buffer amount, and, at maturity, the
Buffered Securities redeem for the stated principal amount of $1,000.
Downside Scenario
The underlying index declines in value by more than the buffer amount of 26%, and, at maturity,
the Buffered Securities redeem for less than the stated principal amount by an amount that is
proportionate to the percentage decrease of the underlying index from the initial index value, plus
the buffer amount of 26%. The minimum payment at maturity is $260 per Buffered Security.

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Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due July 31, 2024
Principal at Risk Securities
How the Buffered Securities Work
Payoff Diagram

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

Stated principal amount:
$1,000 per Buffered Security
Buffer amount:
26%
Maximum payment at maturity:
None
Minimum payment at maturity:
$260 per Buffered Security
Buffered Securities 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 100% of the appreciation of the underlying index over the term of the Buffered Securities.

§ If the underlying index appreciates 2%, investors wil receive a 2% return, or $1,020 per Buffered Security.
§ Par Scenario. If the final index value is less than or equal to the initial index value but has decreased from the initial index
value by an amount less than or equal to the buffer amount of 26%, investors wil receive the stated principal amount of
$1,000 per Buffered Security.

§ If the underlying index depreciates 5%, investors wil receive the $1,000 stated principal amount.

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Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due July 31, 2024
Principal at Risk Securities
§ Downside Scenario. If the final index value is less than the initial index value and has decreased from the initial index
value by an amount greater than the buffer amount of 26%, investors wil receive an amount that is less than the stated
principal amount by an amount that is proportionate to the percentage decrease of the value of the underlying index from
the initial index value, plus the buffer amount of 26%. The minimum payment at maturity is $260 per Buffered Security.

§ For example, if the underlying index depreciates 45%, investors would lose 19% of their principal and receive only
$810 per Buffered Security at maturity, or 81% of the stated principal amount.

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Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due July 31, 2024
Principal at Risk Securities
Risk Factors

The fol owing is a non-exhaustive list of certain key risk factors for investors in the Buffered Securities. For further discussion
of these and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for
Securities, 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 Buffered Securities.
§ Buffered Securities do not pay interest and provide a minimum payment at maturity of only 26% of your principal.
The terms of the Buffered Securities differ from those of ordinary debt securities in that the Buffered Securities do not pay
interest, and provide a minimum payment at maturity of only 26% of the stated principal amount of the Buffered
Securities, subject to our credit risk. If the final index value is less than 74% of the initial index value, you wil receive for
each Buffered Security that you hold a payment at maturity that is less than the stated principal amount of each Buffered
Security by an amount proportionate to the decline in the closing value of the underlying index from the initial index value,
plus $260 per Buffered Security. Accordingly, investors may lose up to 74% of the stated principal amount of the
Buffered Securities.
§ The market price of the Buffered Securities will be influenced by many unpredictable factors. Several factors,
many of which are beyond our control, wil influence the value of the Buffered Securities in the secondary market and the
price at which MS & Co. may be wil ing to purchase or sel the Buffered Securities 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 Buffered Securities 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 Buffered Securities 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 Buffered Security if you try to sel your Buffered
Securities prior to maturity.
§ The Buffered Securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
or credit spreads may adversely affect the market value of the Buffered Securities. You are dependent on our ability
to pay al amounts due on the Buffered Securities at maturity and therefore you are subject to our credit risk. If we default
on our obligations under the Buffered Securities, your investment would be at risk and you could lose some or al of your
investment. As a result, the market value of the Buffered Securities 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 Buffered
Securities.
§ As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance
subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and 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 Buffered Securities 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 by more than 26% of the initial index value, the
payment at maturity wil 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 Buffered Securities 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 Buffered Securities is not equivalent to investing in the underlying index. Investing in the Buffered
Securities is not equivalent to investing in the underlying index or its component stocks. As an investor in the Buffered
Securities, 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.
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Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due July 31, 2024
Principal at Risk Securities
§ 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 Buffered Securities in the original
issue price reduce the economic terms of the Buffered Securities, cause the estimated value of the Buffered
Securities to be less than the original issue price and will adversely affect secondary market prices. Assuming no
change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be
wil ing to purchase the Buffered Securities 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 Buffered Securities in the original issue price and
the lower rate we are wil ing to pay as issuer make the economic terms of the Buffered Securities less favorable to you
than they otherwise would be.

However, because the costs associated with issuing, sel ing, structuring and hedging the Buffered Securities 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 Buffered Securities 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 Buffered Securities. 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 Buffered
Securities 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 Buffered Securities is determined by reference to our pricing and valuation models,
which may differ from those of other dealers and is not a maximum or minimum secondary market price. These
pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way
to value these types of securities, our models may yield a higher estimated value of the Buffered Securities than those
generated by others, including other dealers in the market, if they attempted to value the Buffered Securities. In addition,
the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS &
Co., would be wil ing to purchase your Buffered Securities in the secondary market (if any exists) at any time. The value of
your Buffered Securities 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 Buffered Securities wil be influenced by many unpredictable factors" above.
§ The Buffered Securities will not be listed on any securities exchange and secondary trading may be limited. The
Buffered Securities wil not be listed on any securities exchange. Therefore, there may be little or no secondary market for
the Buffered Securities. MS & Co. may, but is not obligated to, make a market in the Buffered Securities 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 Buffered
Securities, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed
sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it wil be
able to resel the Buffered Securities. Even if there is a secondary market, it may not provide enough liquidity to al ow you
to trade or sel the Buffered Securities easily. Since other broker-dealers may not participate significantly in the secondary
market for the Buffered Securities, the price at which you may be able to trade your Buffered Securities 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 Buffered Securities, it is likely that there would be no secondary market for the Buffered Securities. Accordingly, you
should be wil ing to hold your Buffered Securities to maturity.
§ The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations
with respect to the Buffered Securities. As calculation agent, MS & Co. has determined the initial index value, wil
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determine the final index value and wil calculate the amount of cash you receive at maturity. Moreover, certain
determinations made by MS &

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