Obligation Morgan Stanley Financial 0% ( US61769HTS49 ) en USD

Morgan Stanley Financial

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Etas-Unis

US61769HTS49 ( en USD )

03/10/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HTS49 en USD 0%, échue

1 000 USD

1 812 000 USD

61769HTS4

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 émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769HTS49, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/10/2024

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769HTS49, a été notée NR par l'agence de notation Moody's.

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424B2 1 dp113959_424b2-ps2490.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Buffered Jump Securities due 2024

$1,812,000

$235.20

September 2019
Pricing Supplement No. 2,490
Registration Statement Nos. 333-221595; 333-221595-01
Dated September 30, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index
and the Russel 2000® Index due October 3, 2024
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Buffered Jump Securities, which we refer to as the securities, offer the opportunity to earn a return based on the worst
performing of the S&P 500® Index and the Russel 2000® Index, which we refer to as the underlying indices. Unlike
ordinary debt securities, the Buffered Jump Securities do not pay interest and do not guarantee any return of principal at
maturity. At maturity, you wil receive for each security that you hold an amount in cash that wil vary depending on the
performance of the worst performing underlying index, as determined on the valuation date. If both indices appreciate or
do not depreciate over the term of the securities, you wil receive for each security that you hold at maturity a minimum of
$390 in addition to the stated principal amount. If both underlying indices appreciate by more than 39% over the term of
the securities, you wil receive for each security that you hold at maturity the stated principal amount plus an amount based
on the percentage increase of the worst performing underlying index. If either underlying index declines over the term of
the securities but neither underlying index declines by an amount greater than the buffer amount of 30% from its
respective initial value, the payment due at maturity wil equal the stated principal amount. However, if either underlying
index declines in value by more than 30% over the term of the securities from its respective initial value, you wil lose
1.4286% of the stated principal amount for every 1% decline beyond the specified buffer amount. There is no minimum
payment at maturity on the securities. Because the payment at maturity of the securities is based on the worst performing
of the underlying indices, a decline in the final index value of either underlying index to below its 70% of its respective initial
index value wil result in a loss of some or al of your investment, even if the other underlying index has appreciated or has
not declined as much. These long-dated 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 upside payment and buffer features that in each
case apply to a limited range of performance of the worst performing underlying index. Investors may lose their entire
initial investment in the securities. The securities are notes issued as part of MSFL's Series A Global Medium-Term
Notes program, and are ful y and unconditional y guaranteed by Morgan Stanley.
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.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC ("MSFL")
Guarantor:
Morgan Stanley
Issue price:
$1,000 per security
Stated principal amount: $1,000 per security
Pricing date:
September 30, 2019
Original issue date:
October 3, 2019 (3 business days after the pricing date)
Maturity date:
October 3, 2024
Aggregate principal
$1,812,000
amount:
Interest:
None
Underlying indices:
S&P 500® Index (the "SPX" Index) and Russel 2000® Index (the "RTY Index")
Payment at maturity:
· If the final index value of each underlying index is greater than or equal to its respective
initial index value:
$1,000 + the greater of (i) $1,000 × the index percent change of the worst performing
underlying index and (i ) the upside payment
· If the final index value of either underlying index is less than its respective initial index
value but the final index value of each underlying index is greater than or equal to 70% of
its respective initial index value, meaning the value of neither underlying index has
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declined by an amount greater than the buffer amount of 30% from its respective initial
value:
$1,000
· If the final index value of either underlying index is less than 70% of its respective initial
index value, meaning the value of either index has declined by more than the buffer amount
of 30% from its respective initial index value:
$1,000 + [$1,000 × (index percent change of the worst performing underlying index +
30%) x downside factor]
Under these circumstances, the payment at maturity wil be less than the stated principal
amount of $1,000 and could be zero.
Upside payment:
$390 per security (39% of the stated principal amount)
Index percent change:
With respect to each underlying index, (final index value initial index value) / initial index value
Worst performing
The underlying index with the lesser index percent change
underlying index:
Buffer amount:
30%. As a result of the buffer amount of 30%, the value at or above which each underlying
index must close on the valuation date so that investors do not lose money on their investment
in the securities is:
With respect to the SPX Index, 2,083.718, which is 70% of its initial index value
With respect to the RTY Index, 1,066.361, which is approximately 70% of its initial index value
Downside factor:
1.4286
Initial index value:
With respect to the SPX Index, 2,976.74, which is the index closing value of such underlying
index on the pricing date
With respect to the RTY Index, 1,523.373, which is the index closing value of such underlying
index on the pricing date
Final index value:
With respect to each underlying index, the index closing value of such underlying index on the
valuation date
Valuation date:
September 30, 2024, subject to postponement for non-index business days and certain market
disruption events
Maximum payment at
None
maturity:
Minimum payment at
None
maturity:
CUSIP / ISIN:
61769HTS4 / US61769HTS49
Listing:
The 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 $967.10 per security. See "Investment Summary" on page 2.
pricing date:
Commissions and issue
price:
Price to public(1)
Agent's commissions and
fees(2)
Proceeds to us(3)
Per
$1,000
$7.50
$992.50
security
Total
$1,812,000
$13,590
$1,798,410
(1) The securities wil be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sel al of the securities that it purchases from us to an unaffiliated dealer at a price of $992.50 per
security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co.
wil not receive a sales commission with respect to the securities. 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.
(3) See "Use of proceeds and hedging" on page 18.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk
Factors" beginning on page 7.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved
these securities, or determined if this document or the accompanying product supplement, index supplement and
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a
bank.
You should read this document together with the related product supplement, index supplement and prospectus,
each of which can be accessed via the hyperlinks below. Please also see "Additional Terms of the Buffered Jump
Securities" and "Additional Information About the Buffered Jump Securities" 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.
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Product Supplement for Jump 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 Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russel 2000® Index
due October 3, 2024
Principal at Risk Securities
Investment Summary

Buffered Jump Securities
Principal at Risk Securities

The Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russel 2000®
Index due October 3, 2024 (the "securities") can be used:
§ As an alternative to direct exposure to the underlying indices that provides a minimum positive return of 39% if the
worst performing underlying index has appreciated or does not depreciate over the term of the securities and offers an
uncapped 1-to-1 participation in the worst performing underlying index appreciation of greater than 39%;
§ To enhance returns and potentialy outperform the worst performing of the S&P 500® Index and the Russel 2000®
Index in a moderately bul ish scenario; and
§ To obtain a buffer against a specified level of negative performance in the worst performing underlying index.

The securities are exposed on a leveraged basis to the percentage decline of the final index value of the worst performing
underlying index from the respective initial index value beyond the buffer amount of 30%. Accordingly, investors may
lose their entire initial investment in the securities.

Maturity:
5 years
Upside payment:
$390 per security (39% of the stated principal amount)
Buffer amount:
30%
Downside factor:
1.4286
Maximum payment at maturity: None
Minimum payment at maturity:
None. Investors may lose their entire initial investment in the securities.
Interest:
None

The original issue price of each security is $1,000. This price includes costs associated with issuing, sel ing, 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 $967.10.

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 indices. The estimated value of the securities is determined
using our own pricing and valuation models, market inputs and assumptions relating to the underlying indices, instruments
based on the underlying indices, volatility and other factors including current and expected interest rates, as 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 securities?

In determining the economic terms of the securities, including the upside payment, the buffer amount and the downside
factor, 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 securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions,
including those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing
date, because the secondary market price takes into account our secondary market credit spread as 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 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 securities in the
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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 securities, and, if it once chooses to make a market, may
cease doing so at any time.

September 2019
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Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russel 2000® Index
due October 3, 2024
Principal at Risk Securities
Key Investment Rationale

This 5-year investment does not pay interest but offers a minimum positive return of 39% if both underlying indices
appreciate or do not depreciate over the term of the securities and an uncapped 1-to-1 participation in the worst performing
underlying index appreciation of greater than 39%. If either underlying index declines over the term of the securities but
neither underlying index declines by an amount greater than the buffer amount of 30% from its respective initial value, the
payment due at maturity wil equal the stated principal amount. However, if either underlying index declines in value by
more than the buffer amount of 30% as of the valuation date from its respective initial index value, investors wil lose
1.4286% for every 1% decline beyond the buffer amount. Investors may lose their entire initial investment in the
securities.

Upside Scenario
If the final index value of the worst performing underlying index is greater than or equal to its
respective initial index value, the payment at maturity for each security wil be equal to $1,000
plus the greater of (i) $1,000 times the index percent change and (i ) the upside payment of $390
per security. There is no maximum payment at maturity on the securities.
Par Scenario
If the final index value of the worst performing underlying index is less than its respective initial
index value but greater than or equal to 70% of its respective initial index value, which means
that the worst performing underlying index has depreciated by no more than 30% from its
respective initial value, the payment at maturity wil be $1,000 per security.
Downside Scenario If the final index value of the worst performing underlying index is less than 70% of its respective
initial index value, which means that the worst performing underlying index has depreciated by an
amount greater than the buffer amount of 30%, you wil lose 1.4286% for every 1% decline of the
worst performing underlying index beyond the buffer amount of 30%. Under these circumstances,
the payment at maturity wil be less than the stated principal amount and could be zero. For
example, if the final index value of the worst performing underlying is 45% less than its initial index
value, the securities wil be redeemed at maturity for $785.71, or 78.571% of the stated principal
amount.

Because the payment at maturity of the securities is based on the worst performing of the
underlying indices, a decline in either underlying index below 70% of its respective initial index
value wil result in a loss on your investment, even if the other underlying index has appreciated or
has not declined as much. There is no minimum payment at maturity on the securities, and
investors may lose their entire initial investment.
September 2019
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Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russel 2000® Index
due October 3, 2024
Principal at Risk Securities
Hypothetical Examples

The fol owing hypothetical examples il ustrate how to calculate the payment at maturity on the securities. The fol owing
examples are for il ustrative purposes only. The payment at maturity on the securities is subject to our credit risk. The
below examples are based on the fol owing terms. The actual initial index values are set forth on the cover of this
document.

Stated Principal Amount: $1,000 per security
Hypothetical Initial Index
With respect to the SPX Index: 2,200
Value:

With respect to the RTY Index: 1,400

Upside Payment:
$390 (39% of the stated principal amount)
Downside factor:
1.4286
Minimum Payment at
None
Maturity:
Interest:
None

EXAMPLE 1: Both underlying indices appreciate substantially, and investors therefore receive the stated principal
amount plus $1,000 times the index percent change of the worst performing underlying index.

Final index value

SPX Index: 3,300

RTY Index: 2,240
Index percent change

SPX Index: 3,300 2,200 / 2,200 = 50%
RTY Index: 2,240 1,400 / 1,400 = 60%
Payment at maturity
=
$1,000 + the greater of (i) the index percent change of the worst
performing underlying index and (i ) the upside payment

=
$1,000 + $500

=
$1,500

In example 1, the final index value of the SPX Index has increased from its initial index value by 50%, and the final index
value of the RTY Index has increased from its initial index value by 60%. Because the final index value of each underlying
index is above its respective initial index value, and the index percent change of the worst performing underlying index is
greater than the upside payment percentage of 39%, investors receive at maturity the stated principal amount plus 1-to-1
participation in the performance of the worst performing underlying index. Investors receive $1,500 per security at
maturity.

EXAMPLE 2: Both underlying indices appreciate, and investors therefore receive at maturity the stated principal
amount plus the upside payment.

Final index value

SPX Index: 2,310

RTY Index: 1,540
Index percent change

SPX Index: (2,310 2,200) / 2,200 = 5%
RTY Index: (1,540 1,400) / 1,400 = 10%
Payment at maturity
=
$1,000 + upside payment

=
$1,000 + $390

=
$1,390
In example 2, the final index value for the SPX Index has increased from its initial index value by 5%, and the final index
value for the RTY Index has increased from its initial index value by 10%. Because the final index value of each underlying
index is at or above its respective initial index value, and the index percent change of the worst performing

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Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russel 2000® Index
due October 3, 2024
Principal at Risk Securities
underlying index is less than the upside payment percentage of 39%, investors receive at maturity the stated principal
amount plus the upside payment of $390. Investors receive $1,390 per security at maturity.

EXAMPLE 3: The final index values of one or both underlying indices are below their respective initial index
values but the worst performing underlying index has not depreciated by more than 30%, and investors therefore
receive the stated principal amount.

Final index value

SPX Index: 1,870

RTY Index: 1,260
Index percent change

SPX Index: 1,870 2,200 / 2,200 = -15%
RTY Index: 1,260 1,400 / 1,400 = -10%
Payment at maturity
=
$1,000

In example 2, the final index value of the SPX Index has decreased from its initial index value by 15%, and the final index
value of the RTY Index has decreased from its initial index value by 10%. Because the final index value of each underlying
index is greater than or equal to 70% of its respective initial index value, investors receive at maturity the stated principal
amount.

EXAMPLE 4: The final index value of one of the underlying indices is less than 70% of its respective initial index
value. Investors are therefore exposed on a 1.4286-to-1 basis to the percentage decline of the final index value of
the worst performing underlying index from its initial index value beyond the buffer amount of 30%.

Final index value

SPX Index: 2,640

RTY Index: 630
Index percent change

SPX Index: 2,640 2,200 / 2,200 = 20%
RTY Index: 630 1,400 / 1,400 = -55%
Payment at maturity
=
$1,000 + [$1,000 × (index percent change of the worst performing
underlying index + 30%) × downside factor]

=
$1,000 + [$1,000 × (-55% + 30%) × 1.4286]

=
$642.85

In example 3, the final index value of the SPX Index has increased from its initial index value by 20%, and the final index
value of the RTY Index has decreased from its initial index value by 55%. Because one of the underlying indices has
declined below 70% of its respective initial index value, investors are exposed to the negative performance of the RTY
Index, which is the worst performing underlying index in this example. Under these circumstances, investors lose 1.4286%
of the stated principal amount for every 1% decline of the final index value of the worst performing underlying index from its
respective initial index value beyond the buffer amount of 30%. In this example, investors receive a payment at maturity
equal to $642.85 per security, resulting in a loss of 35.715%.

EXAMPLE 5: The final index values of both underlying indices are less than 70% of their respective initial index
values. Investors are therefore exposed to the negative performance of the worst performing underlying index,
and will lose 1% for every 1% decline in the worst performing underlying index beyond the buffer amount of 30%.

Final index value

SPX Index: 440

RTY Index: 560
Index percent change

SPX Index: 440 2,200 / 2,200 = -80%
RTY Index: 560 1,400 / 1,400 = -60%
Payment at maturity
=
$1,000 + [$1,000 × (index percent change of the worst performing
underlying index + 30%) × downside factor]

=
$1,000 + [$1,000 × (-80% + 30%) × 1.4286]

=
$285.70
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Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russel 2000® Index
due October 3, 2024
Principal at Risk Securities
In example 4, the final index value of the SPX Index has decreased from its initial index value by 80%, and the final index
value of the RTY Index has decreased from its initial index value by 60%. Because one or more underlying indices have
declined below 70% of their respective initial index values, investors are exposed to the negative performance of the SPX
Index, which is the worst performing underlying index in this example. Under these circumstances, investors lose 1% for
every 1% decline in the value of the worst performing underlying index beyond the buffer amount of 30%. In this example,
investors receive a payment at maturity equal to $285.70 per security, resulting in a loss of 71.43%.

Because the payment at maturity of the securities is based on the worst performing of the underlying indices, a
decline in the final index value of either underlying index to below its 70% of its respective initial index value will
result in a loss of some or all of your investment, even if the other underlying index has appreciated or has not
declined as much. You could lose up to your entire investment in the securities.
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Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russel 2000® Index
due October 3, 2024
Principal at Risk Securities
Risk Factors

The fol owing is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of
these and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement, index
supplement and prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in
connection with your investment in the securities.
§ The securities do not pay interest or guarantee any return of principal. The terms of the securities differ from
those of ordinary debt securities in that we wil not pay you any interest or guarantee the payment of any principal at
maturity. At maturity, you wil receive for each $1,000 stated principal amount of securities that you hold an amount in
cash based upon the final index value of the worst performing underlying index. If the final index value of the worst
performing underlying index has decreased from its respective initial index value by an amount less than or equal to
the buffer amount, you wil receive only the principal amount of $1,000 per security. If the final index value of the worst
performing underlying index decreases from its respective initial index value by more than the buffer amount of 30%,
you wil lose 1.4286% of the stated principal amount for every 1% decline beyond the specified buffer amount. As
there is no minimum payment at maturity on the securities, you could lose your entire initial investment in the
securities. See "How the Buffered Jump Securities Work" above.
§ You are exposed to the price risk of both underlying indices. Your return on the securities is not linked to a basket
consisting of both underlying indices. Rather, it wil be based upon the independent performance of each underlying
index. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and
diversified among al the components of the basket, you wil be exposed to the risks related to both underlying indices.
Poor performance by either underlying index over the term of the securities wil negatively affect your return and wil
not be offset or mitigated by any positive performance by the other underlying index. If the final index value of either
underlying index declines to below 70% of its respective initial index value, you wil lose 1.4286% for every 1% decline
in the worst performing underlying index beyond the buffer amount of 30%. Accordingly, your investment is subject
to the price risk of both underlying indices.
§ Because the securities are linked to the performance of the worst performing underlying index, you are
exposed to greater risk of sustaining a loss on your investment than if the securities were linked to just one
underlying index. The risk that you wil suffer a loss on your investment is greater if you invest in the securities as
opposed to substantial y similar securities that are linked to the performance of just one underlying index. With two
underlying indices, it is more likely that the final index value of either underlying index wil decline to below 70% of its
respective initial index value, than if the securities were linked to only one underlying index. Therefore, it is more likely
that you wil suffer a loss on your investment.
§ The market price of the securities may be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, wil influence the value of the securities in the secondary market and the price at which
MS & Co. may be wil ing to purchase or sel the securities in the secondary market, including:

§
the values of the underlying indices at any time,
§ the volatility (frequency and magnitude of changes in value) of the underlying indices,
§ dividend rates on the securities underlying the underlying indices,
§ interest and yield rates in the market,
§ geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the
component stocks of the underlying indices or securities markets general y and which may affect the value
of the underlying indices,

§
the time remaining until the maturity of the securities,
§ the composition of the underlying indices and changes in the constituent stocks of the underlying indices,
and

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