Bond Morgan Stanley Financial 0% ( US61770E5548 ) in USD

Issuer Morgan Stanley Financial
Market price 14.65 %  ⇌ 
Country  United States
ISIN code  US61770E5548 ( in USD )
Interest rate 0%
Maturity 02/01/2025 - Bond has expired



Prospectus brochure of the bond Morgan Stanley Finance US61770E5548 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 7 340 000 USD
Cusip 61770E554
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Detailed description 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 issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61770E5548, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 02/01/2025

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61770E5548, was rated NR by Moody's credit rating agency.







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424B2 1 dp118519_424b2-ps3054.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

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

$7,340,000

$952.73
2025

December 2019
Pricing Supplement No. 3,054
Registration Statement Nos. 333-221595; 333-221595-01
Dated December 27, 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 January 2, 2025
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 25% 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, subject to the maximum
payment at maturity. 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 25% of the stated principal amount. Investors may lose up to 75% 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 and upside above the maximum
payment at maturity 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:
January 2, 2025
Underlying index:
S&P 500® Index
Aggregate principal
$7,340,000
amount:
Payment at maturity per
If the final index value is greater than the initial index value:
Buffered Security:
$10 + upside payment
In no event wil the payment at maturity exceed the maximum payment at maturity.
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 25%:
$10
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 25%:
($10 x the index performance factor) + $2.50
Under these circumstances, the payment at maturity wil be less than the stated
principal amount of $10. However, under no circumstances wil the Buffered Securities
pay less than $2.50 per Buffered Security at maturity.
Upside payment:
$10 × index percent increase
Index percent increase:
(final index value ­ initial index value) / initial index value
Initial index value:
3,240.02, which is the index closing value on the pricing date
Final index value:
The index closing value on the valuation date
Valuation date:
December 27, 2024, subject to postponement for non-index business days and certain
market disruption events
Buffer amount:
25%. As a result of the buffer amount of 25%, the value at or above which the underlying
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index must close on the valuation date so that investors do not suffer a loss on their initial
investment in the Buffered Securities is 2,430.015, which is 75% of the initial index value.
Minimum payment at
$2.50 per Buffered Security (25% of the stated principal amount)
maturity:
Index performance factor:
Final index value divided by the initial index value
Maximum payment at
$18.60 per Buffered Security (186.00% of the stated principal amount)
maturity:
Stated principal amount:
$10 per Buffered Security
Issue price:
$10 per Buffered Security
Pricing date:
December 27, 2019
Original issue date:
January 2, 2020 (3 business days after the pricing date)
CUSIP:
61770E554
ISIN:
US61770E5548
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
$9.734 per Buffered Security. See "Investment Summary" beginning on page 2.
pricing date:
Commissions and issue
Price to public
Agent's commissions and
Proceeds to us(3)
price:
fees
Per Buffered Security
$10
$0.15(1)



$0.025(2)
$9.825
Total
$7,340,000
$128,450
$7,211,550




(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 $0.15 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) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.025 for
each Buffered Security.
(3) See "Use of proceeds and hedging" on page 14.
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 January 2, 2025
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 January 2, 2025 (the "Buffered
Securities") can be used:
§ To achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum
payment at maturity
§ To obtain a buffer against a specified level of negative performance in the underlying index

Maturity:
5 years
Maximum payment at
$18.60 per Buffered Security (186.00% of the stated principal amount)
maturity:
Buffer amount:
25%, with 1-to-1 downside exposure below the buffer
Minimum payment at
$2.50 per Buffered Security (25% of the stated principal amount). Investors
maturity:
may lose up to 75% of the stated principal amount of the Buffered
Securities.
Coupon:
None

The original issue price of each Buffered Security is $10. 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 $10. We estimate that the value of each Buffered Security on the pricing
date is $9.734.

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 maximum payment at maturity, 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,
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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 January 2, 2025
Principal at Risk Securities


Key Investment Rationale

The Buffered Securities offer upside exposure to the underlying index, subject to the maximum payment at maturity, 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, subject to the maximum payment at maturity. 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 75% 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 $10, plus a return reflecting 100% of the index percent
increase, subject to the maximum payment at maturity of $18.60 per Buffered Security
(186.00% of the stated principal amount).
Par Scenario
The underlying index declines in value by no more than 25%, and, at maturity, the Buffered
Securities redeem for the stated principal amount of $10.
Downside Scenario
The underlying index declines in value by more than 25%, 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 25%. (Example: if the underlying index decreases in value by 35%, the Buffered
Securities wil redeem for $9.00, or 90% of the stated principal amount.) The minimum
payment at maturity is $2.50 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 January 2, 2025
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:
$10 per Buffered Security
Buffer amount:
25%
Maximum payment at maturity:
$18.60 per Buffered Security (186.00% of the stated
principal amount)
Minimum payment at maturity:
$2.50 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 $10 stated
principal amount, plus 100% of the appreciation of the underlying index over the term of the Buffered Securities,
subject to the maximum payment at maturity. Under the terms of the Buffered Securities, an investor wil realize the
maximum payment at maturity of $18.60 per Buffered Security (186.00% of the stated principal amount) at a final index
value of 186.00% of the initial index value.

§ If the underlying index appreciates 2%, investors wil receive a 2% return, or $10.20 per Buffered Security.

§ If the underlying index appreciates 120%, the investor would receive only the maximum payment at maturity of
$18.60 per Buffered Security, or 186.00% of the stated principal amount.
§ 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 25%, investors wil receive the stated principal
amount of $10 per Buffered Security.
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§ If the underlying index depreciates 5%, investors wil receive the $10 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 January 2, 2025
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 25%, 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 25%. The minimum payment at maturity is $2.50 per Buffered
Security.

§ For example, if the underlying index depreciates 45%, investors would lose 20% of their principal and receive only
$8.00 per Buffered Security at maturity, or 80% 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 January 2, 2025
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 participation 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 25% 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 25% of the stated principal amount
of the Buffered Securities, subject to our credit risk. If the final index value is less than 75% 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 $2.50 per Buffered Security. Accordingly, investors may lose up to 75% of
the stated principal amount of the Buffered Securities.
§ The appreciation potential of the Buffered Securities is limited by the maximum payment at maturity. The
appreciation potential of the Buffered Securities is limited by the maximum payment at maturity of $18.60 per Buffered
Security, or 186.00% of the stated principal amount. Investors wil not participate in any further appreciation of the
underlying index, which may be significant.
§ 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
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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 25% 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

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