Bond Morgan Stanley Financial 0% ( US61770FVU73 ) in USD

Issuer Morgan Stanley Financial
Market price 100 %  ▼ 
Country  United States
ISIN code  US61770FVU73 ( in USD )
Interest rate 0%
Maturity 27/03/2025 - Bond has expired



Prospectus brochure of the bond Morgan Stanley Finance US61770FVU73 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 2 199 000 USD
Cusip 61770FVU7
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 US61770FVU73, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/03/2025

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61770FVU73, was rated NR by Moody's credit rating agency.







424B2 1 dp124653_424b2-ps3681.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Buffered Performance Leveraged Upside Securities due 2025

$2,199,000

$285.43





M a rc h 2 0 2 0
Pricing Supplement No. 3,681
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 24, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index due March 27,
2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The Buffered PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The Buffered
PLUS will pay no interest, provide a minimum payment at maturity of only 30% of the stated principal amount and have the terms described in the accompanying product
supplement for PLUS, index supplement and prospectus, as supplemented or modified by this document. The payment at maturity on the Buffered PLUS will be based on
the value of the worst performing of the Dow Jones Industrial AverageSM and the S&P 500® Index. At maturity, if the final index value of e a c h underlying index is
gre a t e r t ha n its respective initial index value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the worst
performing underlying index. If the final index value of e it he r underlying index is le ss t ha n or e qua l to its respective initial index value, but the final index value of
e a c h underlying index is gre a t e r t ha n or e qua l t o 70% of its respective initial index value, meaning that ne it he r underlying index has decreased from its initial index
value by an amount greater than the buffer amount of 30%, investors will receive the stated principal amount of their investment. However, if the final index value of
e it he r underlying index is le ss t ha n 70% of its respective initial index value, meaning that e it he r underlying index has decreased from its respective initial index value
by an amount greater than the buffer amount of 30%, investors will lose 1% for every 1% decline in the worst performing underlying index beyond the specified buffer
amount, subject to the minimum payment at maturity of 30% of the stated principal amount. Investors may lose up to 70% of the stated principal amount of the Buffered
PLUS. Because the payment at maturity of the Buffered PLUS is based on the worst performing of the underlying indices, a decline in e it he r underlying index by an
amount greater than the buffer amount will result in a loss, and potentially a significant loss, of your investment even if the other underlying index has appreciated or has
not declined as much. These long-dated Buffered PLUS are for investors who seek an equity index-based return and who are willing to risk their principal, risk exposure
to the worst performing of two underlying indices and forgo current income in exchange for the leverage and buffer features that in each case apply to a limited range of
performance of the worst performing underlying index. The Buffered PLUS are notes issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of your inve st m e nt . T he se Buffe re d
PLU S a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e
a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
M a t urit y da t e :
March 27, 2025
U nde rlying indic e s:
Dow Jones Industrial AverageSM (the "INDU Index") and the S&P 500® Index (the "SPX Index")
Aggre ga t e princ ipa l a m ount :
$2,199,000
Pa ym e nt a t m a t urit y:
If the final index value of e a c h unde rlying inde x is greater than its respective initial index value,

$1,000 + ($1,000 × leverage factor × index percent change of the worst performing underlying index)
If the final index value of e it he r unde rlying inde x is less than or equal to its respective initial index value but the final

index value of e a c h unde rlying inde x is greater than or equal to 70% of its respective initial index value, meaning that
ne it he r underlying index has decreased from its initial index value by an amount greater than the buffer amount of 30%,

$1,000
If the final index value of e it he r unde rlying inde x is less than 70% of its respective initial index value, meaning that

e it he r underlying index has decreased from its respective initial index value by an amount greater than the buffer amount
of 30%,

($1,000 × index performance factor of the worst performing underlying index) + $300
Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000. However,

under no circumstances will the Buffered PLUS pay less than $300 per Buffered PLUS at maturity.
I nde x pe rc e nt c ha nge :
With respect to each underlying index, (final index value ­ initial index value) / initial index value
Worst pe rform ing unde rlying inde x :
The underlying index with the lesser index percent change
I nde x pe rform a nc e fa c t or:
With respect to each underlying index, final index value / initial index value
I nit ia l inde x va lue :
With respect to the INDU Index, 20,704.91, which is the index closing value of such index on the pricing date
With respect to the SPX Index, 2,447.33, which is the index closing value of such index on the pricing date
Fina l inde x va lue :
With respect to each underlying index, the index closing value of such index on the valuation date
V a lua t ion da t e :
March 24, 2025, subject to adjustment for non-index business days and certain market disruption events
M inim um pa ym e nt a t m a t urit y:
$300 per Buffered PLUS (30% of the stated principal amount)
Le ve ra ge fa c t or:
158%
Buffe r a m ount :
30%. As a result of the buffer amount of 30%, the values at or above which the underlying indices must close on the
valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS are as follows:
With respect to the INDU Index, 14,493.437, which is 70% of its initial index value
With respect to the SPX Index, 1,713.131, which is 70% of its initial index value
St a t e d princ ipa l a m ount :
$1,000 per Buffered PLUS
I ssue pric e :
$1,000 per Buffered PLUS
Pric ing da t e :
March 24, 2020
Origina l issue da t e :
March 27, 2020 (3 business days after the pricing date)
CU SI P / I SI N :
61770FVU7 / US61770FVU73
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List ing:
The Buffered PLUS will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley and an affiliate of MSFL. See
"Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he pric ing da t e : $934.40 per Buffered PLUS. See "Investment Summary" on page 2.
Com m issions a nd issue pric e :
Pric e t o public
Age nt 's c om m issions a nd fe e s (1)
Proc e e ds t o us(2)
Pe r Buffe re d PLU S
$1,000
$0
$1,000
T ot a l
$2,199,000
$0
$2,199,000
(1) MS & Co. will act as the agent for this offering and will not receive a sales commission in connection with sales of the Buffered PLUS. See "Supplemental information
regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement
for PLUS.
(2) See "Use of proceeds and hedging" on page 17.
T he Buffe re d PLU S involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e "Risk Fa c t ors"
be ginning on pa ge 7 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se se c urit ie s, or de t e rm ine d
if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o
t he c ont ra ry is a c rim ina l offe nse .
T he Buffe re d PLU S a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r
gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd prospe c t us, e a c h of w hic h c a n be
a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of t he Buffe re d PLU S" a nd "Addit iona l I nform a t ion About t he Buffe re d
PLU S" a t t he e nd of t his doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL c olle c t ive ly, a s t he c ont e x t
re quire s.
Produc t Supple m e nt for PLU S da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

The Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM and the S&P 500® Index due March 27, 2025 (the "Buffered
PLUS") can be used:

To gain exposure to the worst performing of two U.S. equity indices

To potentially outperform the worst performing of the Dow Jones Industrial AverageSM and the S&P 500® Index by taking advantage of the leverage factor

To obtain a buffer against a specified level of negative performance in the worst performing underlying index

If the final index value of e it he r underlying index is le ss t ha n 70% of its respective initial index value, investors will be negatively exposed to the decline in the worst
performing underlying index beyond the buffer amount and will lose some or a substantial portion of their investment.

M a t urit y:
5 years
Le ve ra ge fa c t or:
158%
M inim um pa ym e nt a t m a t urit y:
$300 per Buffered PLUS (30% of the stated principal amount). Investors may lose up to 70% of the stated
principal amount of the Buffered PLUS.
Buffe r a m ount :
30%, with 1-to-1 downside exposure to the worst performing underlying index below the buffer
Coupon:
None
List ing:
The Buffered PLUS will not be listed on any securities exchange

The original issue price of each Buffered PLUS is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the Buffered PLUS, which are
borne by you, and, consequently, the estimated value of the Buffered PLUS on the pricing date is less than $1,000. We estimate that the value of each Buffered PLUS
on the pricing date is $934.40.

What goes into the estimated value on the pricing date?

In valuing the Buffered PLUS on the pricing date, we take into account that the Buffered PLUS comprise both a debt component and a performance-based component
linked to the underlying indices. The estimated value of the Buffered PLUS 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 well 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 PLUS?
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In determining the economic terms of the Buffered PLUS, including the leverage factor, 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, selling, 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 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 Buffered PLUS?

The price at which MS & Co. purchases the Buffered PLUS 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 well 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, selling, structuring and hedging the Buffered PLUS are not fully deducted upon issuance, for a period of up to 6 months following the issue date,
to the extent that MS & Co. may buy or sell the Buffered PLUS in the secondary market, absent changes in market conditions, including those related to the underlying
indices, 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 will also be
reflected in your brokerage account statements.

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

March 2020
Page 2
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
K e y I nve st m e nt Ra t iona le

The Buffered PLUS offer leveraged exposure to the worst performing of the Dow Jones Industrial AverageSM and the S&P 500® Index to the extent that the final index
value of e a c h underlying index is greater than its respective initial index value. At maturity, if the final index value of e a c h underlying index is gre a t e r t ha n its
respective initial index value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the worst performing underlying
index. If the final index value of e it he r underlying index is le ss t ha n or e qua l to its respective initial index value but the final index value of e a c h underlying index is
gre a t e r t ha n or e qua l t o 70% of its respective initial index value, investors will receive the stated principal amount of their investment. However, if the final index
value of e it he r underlying index is le ss t ha n 70% of its respective initial index value, investors will lose 1% for every 1% decline in the worst performing underlying
index beyond the specified buffer amount, subject to the minimum payment at maturity. I nve st ors m a y lose up t o 7 0 % of t he st a t e d princ ipa l a m ount of t he
Buffe re d PLU S. All pa ym e nt s on t he Buffe re d PLU S a re subje c t t o our c re dit risk .

Le ve ra ge d
The Buffered PLUS offer investors an opportunity to receive 158% of the positive return of the worst performing of the underlying indices
Pe rform a nc e
if bot h underlying indices have appreciated in value.
U pside Sc e na rio if
Bot h underlying indices increase in value, and, at maturity, the Buffered PLUS redeem for the stated principal amount of $1,000 plus
Bot h U nde rlying
158% of the index percent change of the worst performing underlying index.
I ndic e s Appre c ia t e
The final index value of e it he r underlying index is le ss t ha n or e qua l to its respective initial index value but the final index value of
Pa r Sc e na rio
e a c h underlying index is gre a t e r t ha n or e qua l t o 70% of its respective initial index value. At maturity, the Buffered PLUS redeem
for the stated principal amount of $1,000.
The final index value of e it he r underlying index is le ss t ha n 70% of its respective initial index value. In this case, the Buffered PLUS
redeem for less than the stated principal amount by an amount proportionate to the percentage decrease of the worst performing
Dow nside Sc e na rio
underlying index over the term of the Buffered PLUS, plus the buffer amount of 30%. For example, if the final index value of the worst
performing underlying index is 70% less than its initial index value, the Buffered PLUS will be redeemed at maturity for a loss of 40% of
principal at $600, or 60% of the stated principal amount. T he m inim um pa ym e nt a t m a t urit y is $ 3 0 0 pe r Buffe re d PLU S.

Because the payment at maturity of the Buffered PLUS is based on the worst performing of the underlying indices, a decline in e it he r underlying index to less than 70%
of its respective initial index value will result in a loss, and potentially a significant loss, of your investment, even if the other underlying index has appreciated or has not
declined as much.

March 2020
Page 3
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

The following hypothetical examples illustrate how to calculate the payment at maturity on the Buffered PLUS. The following examples are for illustrative purposes
only. The actual initial index value for each underlying index is set forth on the cover of this document. Any payment at maturity on the Buffered PLUS is subject to our
credit risk. The below examples are based on the following terms:

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St a t e d princ ipa l a m ount :
$1,000 per Buffered PLUS
Le ve ra ge fa c t or:
158%
H ypot he t ic a l init ia l inde x va lue :
With respect to the INDU Index: 28,000

With respect to the SPX Index: 2,700
Buffe r a m ount :
30%

EX AM PLE 1 : T he fina l inde x va lue of e a c h unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue .

Final index value

INDU Index: 30,800


SPX Index: 3,780
Index percent change

INDU Index: (30,800 ­ 28,000) / 28,000 = 10%
SPX Index: (3,780 ­ 2,700) / 2,700 = 40%
Payment at maturity
=
$1,000 + ($1,000 × leverage factor × index percent change of the worst performing underlying index)

=
$1,000 + ($1,000 × 158% × 10%)

=
$1,158



In example 1, the final index values of both the INDU Index and SPX Index are greater than their initial index values. The INDU Index has appreciated by 10% while the
SPX Index has appreciated by 40%. Therefore, investors receive at maturity the stated principal amount plus 158% of the appreciation of the worst performing underlying
index, which is the INDU Index in this example. Investors receive $1,158 per Buffered PLUS at maturity.

EX AM PLE 2 : T he fina l inde x va lue of one unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue w hile t he fina l inde x va lue of t he
ot he r unde rlying inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue , but ne it he r unde rlying inde x ha s de c re a se d from it s init ia l inde x va lue
by a n a m ount gre a t e r t ha n t he buffe r a m ount of 3 0 % .

Final index value

INDU Index: 39,200


SPX Index: 2,430
Index percent change

INDU Index: (39,200 ­ 28,000) / 28,000 = 40%
SPX Index: (2,430 ­ 2,700) / 2,700 = -10%
Payment at maturity
=
$1,000



In example 2, the final index value of the INDU Index is greater than its respective initial index value, while the final index value of the SPX Index is less than its
respective initial index value. The INDU Index has appreciated by 40%, while the SPX index has declined by 10%, but neither underlying index has decreased from its
initial index value by an amount greater than the buffer amount of 30%. Therefore, investors receive at maturity the stated principal amount. Investors receive $1,000 per
Buffered PLUS at maturity.

EX AM PLE 3 : T he fina l inde x va lue of one unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue w hile t he fina l inde x va lue of t he
ot he r unde rlying inde x is le ss t ha n 7 0 % of it s re spe c t ive init ia l inde x va lue .

Final index value

INDU Index: 30,800



March 2020
Page 4
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s


SPX Index: 1,350
Index percent change

INDU Index: (30,800 ­ 28,000) / 28,000 = 10%
SPX Index: (1,350 ­ 2,700) / 2,700 = -50%
Index performance factor

INDU Index: 30,800 / 28,000 = 110%
SPX Index: 1,350 / 2,700 = 50%
Payment at maturity
=
($1,000 × index performance factor of the worst performing underlying index) + $300

=
($1,000 × 50%) + $300

=
$800



In example 3, the final index value of the INDU Index is greater than its respective initial index value, while the final index value of the SPX Index is less than 70% of its
respective initial index value. While the INDU Index has appreciated by 10%, the SPX index has declined by 50%. Therefore, investors are exposed to the negative
performance of the SPX Index, which is the worst performing underlying index in this example, beyond the buffer amount of 30%, and receive a payment at maturity of
$800 per Buffered PLUS. In this example, investors are exposed to the negative performance of the worst performing underlying index even though the other underlying
index has appreciated in value by 10%, because the final index value of each index is not greater than or equal to 70% of its respective initial index value.

EX AM PLE 4 : T he fina l inde x va lue of e a c h unde rlying inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue , but ne it he r unde rlying inde x ha s
de c re a se d from it s init ia l inde x va lue by a n a m ount gre a t e r t ha n t he buffe r a m ount of 3 0 % .

Final index value

INDU Index: 26,600


SPX Index: 2,430
Index percent change

INDU Index: (26,600 ­ 28,000) / 28,000 = -5%
SPX Index: (2,430 ­ 2,700) / 2,700 = -10%
Payment at maturity
=
$1,000



In example 4, the final index value of each underlying index is less than its respective initial index value, but neither underlying index has decreased from its initial index
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value by an amount greater than the buffer amount of 30%. The INDU index has declined by 5% while the SPX Index has declined by 10%. Therefore, investors receive
at maturity the stated principal amount. Investors receive $1,000 per Buffered PLUS at maturity.

EX AM PLE 5 : T he fina l inde x va lue of e a c h unde rlying inde x is le ss t ha n 7 0 % of it s re spe c t ive init ia l inde x va lue .

Final index value

INDU Index: 8,400


SPX Index: 1,080
Index percent change

INDU Index: (8,400 ­ 28,000) / 28,000 = -70%
SPX Index: (1,080 ­ 2,700) / 2,700 = -60%
Index performance factor

INDU Index: 8,400 / 28,000 = 30%
SPX Index: 1,080 / 2,700 = 40%
Payment at maturity
=
($1,000 × index performance factor of the worst performing underlying index) + $300

=
($1,000 × 30%) + $300

=
$600



In example 5, the final index values of both the INDU Index and the SPX Index are less than their respective initial index values by an amount greater than the buffer
amount of 30%. The INDU index has declined by 70% while the SPX Index has declined by 60%. Therefore, investors are exposed to the negative performance of the
INDU Index, which is the worst performing underlying index in this example, beyond the buffer amount of 30%, and receive a payment at maturity of $600 per Buffered
PLUS.

March 2020
Page 5
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Be c a use t he pa ym e nt a t m a t urit y of t he Buffe re d PLU S is ba se d on t he w orst pe rform ing of t he unde rlying indic e s, a de c line in e it he r
unde rlying inde x by a n a m ount gre a t e r t ha n t he buffe r a m ount of 3 0 % w ill re sult in a loss, a nd pot e nt ia lly a signific a nt loss, of your
inve st m e nt , e ve n if t he ot he r unde rlying inde x ha s a ppre c ia t e d or ha s not de c line d a s m uc h.

March 2020
Page 6
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the Buffered 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 Buffered PLUS.

The Buffered PLUS do not pay interest and provide a minimum payment at maturity of only 30% of the stated principal amount. The terms
of the Buffered PLUS differ from those of ordinary debt securities in that the Buffered PLUS do not pay interest and provide a minimum payment at maturity of only
30% of the stated principal amount of the Buffered PLUS. If the final index value of e it he r underlying index is le ss t ha n 70% of its initial index value, you will
receive for each Buffered PLUS that you hold a payment at maturity that is less than the stated principal amount of each Buffered PLUS by an amount proportionate
to the decline in the value of the worst performing underlying index from its initial index value, plus $300 per Buffered PLUS. Ac c ordingly, inve st ors m a y lose
up t o 7 0 % of t he st a t e d princ ipa l a m ount of t he Buffe re d PLU S.

You are exposed to the price risk of both underlying indices. Your return on the Buffered PLUS it not linked to a basket consisting of both underlying
indices. Rather, it will 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 all the components of the basket, you will be exposed to the risks related to both underlying indices. Poor
performance by either underlying index over the term of the securities will negatively affect your return and will not be offset or mitigated by any positive performance
by the other underlying index. If either underlying index declines to below 70% of its respective initial index value as of the valuation date, you will lose some or a
substantial portion of your investment, even if the other underlying index has appreciated or has not declined as much. Accordingly, your investment is subject to the
price risk of both underlying indices.

Because the Buffered PLUS are linked to the performance of the w orst performing underlying index, you are exposed to greater risk of
sust a ining a loss on your inve st m e nt t ha n if t he Buffe re d PLU S w e re link e d t o just one unde rlying inde x . The risk that you will suffer a loss on
your investment is greater if you invest in the Buffered PLUS as opposed to substantially similar securities that are linked to the performance of just one underlying
index. With two underlying indices, it is more likely that either underlying index will decline to below 70% of its initial index value as of the valuation date than if the
Buffered PLUS were linked to only one underlying index. Therefore it is more likely that you will suffer a loss on your investment.

The market price of the Buffered PLUS w ill be influenced by many unpredictable factors. Several factors will influence the value of the Buffered
PLUS in the secondary market and the price at which MS & Co. may be willing to purchase or sell the Buffered PLUS in the secondary market, including the value,
volatility and dividend yield of the underlying indices, interest and yield rates in the market, time remaining until the Buffered PLUS mature, geopolitical conditions and
economic, financial, political, regulatory or judicial events and any actual or anticipated changes in our credit ratings or credit spreads. Generally, the longer the time
remaining to maturity, the more the market price of the Buffered PLUS will be affected by the other factors described above. The levels of the underlying indices may
SM
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be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. See "Dow Jones Industrial Average
Overview" and "S&P
500® Index Overview" below. You may receive less, and possibly significantly less, than the stated principal amount per Buffered PLUS if you try to sell your Buffered
PLUS prior to maturity.

The Buffered PLUS are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may
a dve rse ly a ffe c t t he m a rk e t va lue of t he Buffe re d PLU S. You are dependent on our ability to pay all amounts due on the Buffered PLUS at maturity and
therefore you are subject to our credit risk. If we default on its obligations under the Buffered PLUS, your investment would be at risk and you could lose some or all
of your investment. As a result, the market value of the Buffered PLUS prior to maturity will 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 PLUS.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a finance subsidiary, MSFL has no
independent operations beyond the issuance and administration of its securities and will have no

March 2020
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Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
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 will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank
pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will 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 PLUS is not linked to the values of the underlying indices at any time other than the valuation
da t e . The final index value of each underlying index will be based on the index closing value of such index on the valuation date, subject to postponement for non-
index business days and certain market disruption events. Even if both underlying indices appreciate prior to the valuation date but the value of e it he r underlying
index drops by the valuation date, the payment at maturity will be less than it would have been had the payment at maturity been linked to the values of the underlying
indices prior to such drop. Although the actual values of the underlying indices on the stated maturity date or at other times during the term of the Buffered PLUS may
be higher than their respective final index values, the payment at maturity will be based solely on the index closing values on the valuation date.

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

Adjustments to the underlying indices could adversely affect the value of the Buffered PLUS. The publisher of either underlying index may add,
delete or substitute the stocks constituting such underlying index or make other methodological changes that could change the value of such underlying index. The
publisher of either underlying index may discontinue or suspend calculation or publication of such underlying index at any time. In these circumstances, the calculation
agent will have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index and will be permitted to consider indices that
are calculated and published by the calculation agent or any of its affiliates.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er than the rate implied by our
se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing,
se lling, st ruc t uring a nd he dging t he Buffe re d PLU S in t he origina l issue pric e re duc e t he e c onom ic t e rm s of t he Buffe re d PLU S, c a use
t he e st im a t e d va lue of t he Buffe re d PLU S t o be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t
pric e s. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase
the Buffered PLUS in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the
issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will
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 well as other
factors.

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

However, because the costs associated with issuing, selling, structuring and hedging the Buffered PLUS are not fully deducted upon issuance, for a period of up to 6
months following the issue date, to the extent that MS & Co. may buy or sell the Buffered PLUS in the secondary market, absent changes in market conditions,
including those related to the underlying indices, 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 will also be reflected in your brokerage account statements.

The estimated value of the Buffered PLUS is determined by reference to our pricing and valuation models, w hich may differ from those of
ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e . 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 PLUS than those generated by others, including other
dealers in the market, if they attempted to value the Buffered PLUS. In addition, the estimated value on the pricing date does

March 2020
Page 8
Morgan Stanley Finance LLC
SM
®
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Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial Average
Index and the S&P 500 Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your Buffered PLUS in the secondary market (if any
exists) at any time. The value of your Buffered PLUS at any time after the date of this document will 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 PLUS will be influenced by many unpredictable
factors" above.

The Buffered PLUS w ill not be listed on any securities exchange and secondary trading may be limited. The Buffered PLUS will not be listed on
any securities exchange. Therefore, there may be little or no secondary market for the Buffered PLUS. MS & Co. may, but is not obligated to, make a market in the
Buffered PLUS and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of
routine secondary market size at prices based on its estimate of the current value of the Buffered PLUS, taking into account its bid/offer spread, our credit spreads,
market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will
be able to resell the Buffered PLUS. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Buffered PLUS
easily. Since other broker-dealers may not participate significantly in the secondary market for the Buffered PLUS, the price at which you may be able to trade your
Buffered PLUS is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the
Buffered PLUS, it is likely that there would be no secondary market for the Buffered PLUS. Accordingly, you should be willing to hold your Buffered PLUS to maturity.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Buffered PLUS. One or more of our affiliates
and/or third-party dealers expect to carry out hedging activities related to the Buffered PLUS (and possibly to other instruments linked to the underlying indices or their
component stocks), including trading in the stocks that constitute the underlying indices as well as in other instruments related to the underlying indices. As a result,
these entities may be unwinding or adjusting hedge positions during the term of the Buffered PLUS, and the hedging strategy may involve greater and more frequent
dynamic adjustments to the hedge as the valuation date approaches. Some of our affiliates also trade the stocks that constitute the underlying indices and other
financial instruments related to the underlying indices on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading
activities on or prior to the pricing date could potentially affect the initial index value of either underlying index, and, therefore, could increase the value at or above
which such underlying index must close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS (depending also on
the performance of the other underlying index). Additionally, such hedging or trading activities during the term of the Buffered PLUS, including on the valuation date,
could adversely affect the closing value of either underlying index on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity
(depending also on the performance of the other underlying index).

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make determinations w ith respect to the
Buffe re d PLU S. As calculation agent, MS & Co. will determine the initial index values and the final index values, including whether any underlying index has
decreased to below 70% of its respective initial index value, and will calculate the amount of cash you receive at maturity. Moreover, certain determinations made by
MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-
occurrence of market disruption events and the selection of a successor index or calculation of the final index value in the event of a market disruption event or
discontinuance of an underlying index. These potentially subjective determinations may adversely affect the payout to you at maturity. For further information regarding
these types of determinations, see "Description of PLUS--Postponement of Valuation Date(s)," "--Alternate Exchange Calculation in case of an Event of Default" and
"--Calculation Agent and Calculations" and related definitions in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of
the Buffered PLUS on the pricing date.

The U.S. federal income tax consequences of an investment in the Buffered PLUS are uncertain. Please read the discussion under "Additional
Information--Tax considerations" in this document and the discussion under "United States Federal Taxation" in the accompanying product supplement for PLUS
(together, the "Tax Disclosure Sections") concerning the U.S. federal income tax consequences of an investment in the Buffered PLUS. If the Internal Revenue
Service (the "IRS") were successful in asserting an alternative treatment, the timing and character of income on the Buffered PLUS might differ significantly from the
tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the IRS could seek to recharacterize the Buffered PLUS as debt
instruments. In that event, U.S. Holders would be required to

March 2020
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Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
accrue into income original issue discount on the Buffered PLUS every year at a "comparable yield" determined at the time of issuance and recognize all income and
gain in respect of the Buffered PLUS as ordinary income. Additionally, as discussed under "United States Federal Taxation--FATCA" in the accompanying product
supplement for PLUS, the withholding rules commonly referred to as "FATCA" would apply to the Buffered PLUS if they were recharacterized as debt
instruments. However, recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization) eliminate the
withholding requirement on payments of gross proceeds of a taxable disposition (other than amounts treated as "FDAP income," as defined in the accompanying
product supplement for PLUS). The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the Buffered PLUS,
would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features. We do not plan to
request a ruling from the IRS regarding the tax treatment of the Buffered PLUS, and the IRS or a court may not agree with the tax treatment described in the Tax
Disclosure Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid forward contracts"
and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments should
be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to
which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain
long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any
Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in
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the Buffered PLUS, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax
consequences of an investment in the Buffered PLUS, including possible alternative treatments, the issues presented by this notice and any tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.

March 2020
Page 10
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Dow Jones Industrial AverageSM Overview

The Dow Jones Industrial AverageSM is a price-weighted index composed of 30 common stocks that is published by S&P Dow Jones Indices LLC, the marketing name
and a licensed trademark of CME Group Inc., as representative of the broad market of U.S. industry. For additional information about the Dow Jones Industrial AverageSM,
see the information set forth under "Dow Jones Industrial AverageSM" in the accompanying index supplement.

Information as of market close on March 24, 2020:

Bloom be rg T ic k e r Sym bol:
INDU
Curre nt I nde x V a lue :
20,704.91
5 2 We e k s Ago:
25,516.83
5 2 We e k H igh (on 2 /1 2 /2 0 2 0 ):
29,551.42
5 2 We e k Low (on 3 /2 3 /2 0 2 0 ):
18,591.93


The following graph sets forth the daily closing values of the INDU Index for the period from January 1, 2015 through March 24, 2020. The related table sets forth the
published high and low closing values, as well as end-of-quarter closing values, of the INDU Index for each quarter in the same period. The closing value of the INDU
Index on March 24, 2020 was 20,704.91. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent
verification. The INDU index has at times experienced periods of high volatility, and you should not take the historical values of the INDU index as an indication of its
future performance.

I N DU I nde x Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o M a rc h 2 4 , 2 0 2 0
March 2020
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Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Dow J one s I ndust ria l Ave ra ge SM
H igh
Low
Pe riod End
2 0 1 5



First Quarter
18,288.63
17,164.95
17,776.12
Second Quarter
18,312.39
17,596.35
17,619.51
Third Quarter
18,120.25
15,666.44
16,284.70
Fourth Quarter
17,918.15
16,272.01
17,425.03
2 0 1 6



First Quarter
17,716.66
15,660.18
17,685.09
Second Quarter
18,096.27
17,140.24
17,929.99
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Third Quarter
18,636.05
17,840.62
18,308.15
Fourth Quarter
19,974.62
17,888.28
19,762.60
2 0 1 7



First Quarter
21,115.55
19,732.40
20,663.22
Second Quarter
21,528.99
20,404.49
21,349.63
Third Quarter
22,412.59
21,320.04
22,405.09
Fourth Quarter
24,837.51
22,557.60
24,719.22
2 0 1 8



First Quarter
26,616.71
23,533.20
24,103.11
Second Quarter
25,322.31
23,644.19
24,271.41
Third Quarter
26,743.50
24,174.82
26,458.31
Fourth Quarter
26,828.39
21,792.20
23,327.46
2 0 1 9



First Quarter
1,590.062
1,330.831
1,539.739
Second Quarter
26,753.17
24,815.04
26,599.96
Third Quarter
27,359.16
25,479.42
26,916.83
Fourth Quarter
28,645.26
26,078.62
28,538.44
2 0 2 0



First Quarter (through March 24, 2020)
29,551.42
18,591.93
20,704.91




"Dow Jones," "Dow Jones Industrial Average," "Dow Jones Indexes" and "DJIA" are service marks of Dow Jones Trademark Holdings LLC. See "Dow Jones Industrial
AverageSM" in the accompanying index supplement.

March 2020
Page 12
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
S&P 500® Index Overview

The S&P 500® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of 500 component stocks selected to provide a
performance benchmark for the U.S. equity markets. The calculation of the S&P 500® Index is based on the relative value of the float adjusted aggregate market
capitalization of the 500 component companies as of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the
base period of the years 1941 through 1943. For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the
accompanying index supplement.

Information as of market close on March 24, 2020:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,447.33
5 2 We e k s Ago:
2,798.36
5 2 We e k H igh (on 2 /1 9 /2 0 2 0 ):
3,386.15
5 2 We e k Low (on 3 /2 3 /2 0 2 0 ):
2,237.40


The following graph sets forth the daily closing values of the SPX index for the period from January 1, 2015 through March 24, 2020. The related table sets forth the
published high and low closing values, as well as end-of-quarter closing values, of the SPX index for each quarter in the same period. The closing value of the SPX
Index on March 24, 2020 was 2,447.33. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent
verification. The SPX index has at times experienced periods of high volatility, and you should not take the historical values of the SPX index as an indication of its future
performance.

SPX I nde x Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o M a rc h 2 4 , 2 0 2 0
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March 2020
Page 13
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 5



First Quarter
2,117.39
1,992.67
2,067.89
Second Quarter
2,130.82
2,057.64
2,063.11
Third Quarter
2,128.28
1,867.61
1,920.03
Fourth Quarter
2,109.79
1,923.82
2,043.94
2 0 1 6



First Quarter
2,063.95
1,829.08
2,059.74
Second Quarter
2,119.12
2,000.54
2,098.86
Third Quarter
2,190.15
2,088.55
2,168.27
Fourth Quarter
2,271.72
2,085.18
2,238.83
2 0 1 7



First Quarter
2,395.96
2,257.83
2,362.72
Second Quarter
2,453.46
2,328.95
2,423.41
Third Quarter
2,519.36
2,409.75
2,519.36
Fourth Quarter
2,690.16
2,529.12
2,673.61
2 0 1 8



First Quarter
2,872.87
2,581.00
2,640.87
Second Quarter
2,786.85
2,581.88
2,718.37
Third Quarter
2,930.75
2,713.22
2,913.98
Fourth Quarter
2,925.51
2,351.10
2,506.85
2 0 1 9



First Quarter
2,854.88
2,447.89
2,834.40
Second Quarter
2,954.18
2,744.45
2,941.76
Third Quarter
3,025.86
2,840.60
2,976.74
Fourth Quarter
3,240.02
2,887.61
3,230.78
2 0 2 0



First Quarter (through March 24, 2020)
3,386.15
2,237.40
2,447.33




"Standard & Poor's®," "S&P®," "S&P 500®," "Standard & Poor's 500" and "500" are trademarks of Standard and Poor's Financial Services LLC. See "S&P 500® Index" in
the accompanying index supplement.

March 2020
Page 14
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM Index and the S&P 500® Index due
March 27, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Additional Terms of the Buffered PLUS

Please read this information in conjunction with the summary terms on the front cover of this document.
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Document Outline