Obbligazione Morgan Stanley Financial 0% ( US61770FHW95 ) in USD

Morgan Stanley Financial

100 USD ▼

Stati Uniti

US61770FHW95 ( in USD )

30/08/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61770FHW95 in USD 0%, scaduta

1 000 USD

372 000 USD

61770FHW9

N/A

Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61770FHW95, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/08/2022

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61770FHW95, was rated NR by Moody's credit rating agency.

424B2 1 dp122130_424b2-ps3330.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

$372,000

$48.29
Securities due 2022

Fe brua ry 2 0 2 0
Pricing Supplement No. 3,330
Registration Statement Nos. 333-221595; 333-221595-01
Dated February 25, 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 Russell 2000® Index and the S&P 500®
Index due August 30, 2022
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 10% 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 Russell 2000® Index 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, subject to the maximum payment at maturity. 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 90% 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 10%, 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 90% 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 10%, 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 10% of the stated principal amount. Investors may lose up to 90% 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. The 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 and returns above the
maximum payment at maturity 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 :
August 30, 2022
U nde rlying indic e s:
Russell 2000® Index (the "RTY Index") and the S&P 500® Index (the "SPX Index")
Aggre ga t e princ ipa l a m ount :
$372,000
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)

In no event will the payment at maturity exceed the maximum payment at maturity.
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 90% 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 10%,

$1,000
If the final index value of e it he r unde rlying inde x is less than 90% 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 10%,

($1,000 × index performance factor of the worst performing underlying index) + $100
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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 $100 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
The underlying index with the lesser index percent change
inde x :
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 RTY Index, 1,571.897, which is the index closing value of such index on the pricing date
With respect to the SPX Index, 3,128.21, 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 :
August 25, 2022, subject to adjustment for non-index business days and certain market disruption events
M a x im um pa ym e nt a t m a t urit y:
$1,215 per Buffered PLUS (121.50% of the stated principal amount)
M inim um pa ym e nt a t m a t urit y:
$100 per Buffered PLUS (10% of the stated principal amount)
Le ve ra ge fa c t or:
300%
Buffe r a m ount :
10%. As a result of the buffer amount of 10%, 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 RTY Index, 1,414.707, which is approximately 90% of its initial index value
With respect to the SPX Index, 2,815.389, which is 90% 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 :
February 25, 2020
Origina l issue da t e :
February 28, 2020 (3 business days after the pricing date)
CU SI P / I SI N :
61770FHW9 / US61770FHW95
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
$960.30 per Buffered PLUS. See "Investment Summary" on page 2.
da t e :
Com m issions a nd issue pric e :
Pric e t o public
Age nt 's c om m issions(1)
Proc e e ds t o us (2)
Pe r Buffe re d PLU S
$1,000
$26
$974
T ot a l
$372,000
$9,672
$362,328
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $26 for each Buffered PLUS
they sell. 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 19.
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 Russell 2000® Index and the S&P 500®
Index due August 30, 2022
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

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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 Russell 2000® Index and the S&P 500® Index due August
30, 2022 (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 Russell 2000® Index and the S&P 500® Index, subject to the
maximum payment at maturity, 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 90% 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:
Approximately 2.5 years
Le ve ra ge fa c t or:
300%
M a x im um pa ym e nt a t
$1,215 per Buffered PLUS (121.50% of the stated principal amount)
m a t urit y:
M inim um pa ym e nt a t
$100 per Buffered PLUS (10% of the stated principal amount). Investors may lose up
m a t urit y:
to 90% of the stated principal amount of the Buffered PLUS.
Buffe r a m ount :
10%, 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 $960.30.

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?

In determining the economic terms of the Buffered PLUS, including the leverage factor, the buffer amount, the maximum payment
at maturity 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
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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.

February 2020
Page 2
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index and the S&P 500®
Index due August 30, 2022
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 Russell 2000® Index and the S&P 500® Index, subject
to the maximum payment at maturity, 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, subject to the maximum payment at maturity. 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 90%
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 90% 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 9 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 300% of the positive return of the worst
Pe rform a nc e U p
performing of the underlying indices, subject to the maximum payment at maturity, if bot h underlying
t o a Ca p
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
Bot h U nde rlying
principal amount of $1,000 plus 300% of the index percent change of the worst performing underlying
I ndic e s
index, subject to the maximum payment at maturity of $1,215 per Buffered PLUS (121.50% of the stated
Appre c ia t e
principal amount).
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 90% of its
Pa r Sc e na rio
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 90% 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 underlying index over the term of the
Dow nside
Buffered PLUS, plus the buffer amount of 10%. For example, if the final index value of the worst
Sc e na rio
performing underlying index is 70% less than its initial index value, the Buffered PLUS will be redeemed at
maturity for a loss of 60% of principal at $400, or 40% of the stated principal amount. T he m inim um
pa ym e nt a t m a t urit y is $ 1 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 90% 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.

February 2020
Page 3
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index and the S&P 500®
Index due August 30, 2022
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
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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:

St a t e d princ ipa l a m ount :
$1,000 per Buffered PLUS
Le ve ra ge fa c t or:
300%
M a x im um pa ym e nt a t
$1,215
m a t urit y:
H ypot he t ic a l init ia l inde x
With respect to the RTY Index: 1,500
va lue :
With respect to the SPX Index: 2,700
Buffe r a m ount :
10%

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

RTY Index: 2,100

SPX Index: 4,050
Index percent change

RTY Index: (2,100 1,500) / 1,500 = 40%
SPX Index: (4,050 2,700) / 2,700 = 50%
Payment at maturity
=
$1,000 + ($1,000 × leverage factor × index percent change of the worst performing
underlying index), subject to the maximum payment at maturity

=
$1,000 + ($1,000 × 300% × 40%), subject to the maximum payment at maturity

=
$1,215

In example 1, the final index values of both the RTY Index and SPX Index are greater than their initial index values. The RTY
Index has appreciated by 40% while the SPX Index has appreciated by 50%. Therefore, investors receive at maturity the stated
principal amount plus 300% of the appreciation of the worst performing underlying index, which is the RTY Index in this example,
subject to the maximum payment at maturity. Because the payment at maturity cannot exceed the maximum payment at maturity,
investors receive $1,215 per Buffered PLUS at maturity.

EX AM PLE 2 : 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

RTY Index: 1,575

SPX Index: 3,780
Index percent change

RTY Index: (1,575 1,500) / 1,500 = 5%
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), subject to the maximum payment at maturity

=
$1,000 + ($1,000 × 300% × 5%), subject to the maximum payment at maturity

=
$1,150

In example 2, the final index values of both the RTY Index and SPX Index are greater than their initial index values. The RTY
Index has appreciated by 5% while the SPX Index has appreciated by 40%. Therefore, investors receive at maturity the stated
principal

February 2020
Page 4
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index and the S&P 500®
Index due August 30, 2022
SM
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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
amount plus 300% of the appreciation of the worst performing underlying index, which is the RTY Index in this example, subject to
the maximum payment at maturity. Investors receive $1,150 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 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 1 0 % .

Final index value

RTY Index: 2,100

SPX Index: 2,484
Index percent change

RTY Index: (2,100 1,500) / 1,500 = 40%
SPX Index: (2,484 2,700) / 2,700 = -8%
Payment at maturity
=
$1,000

In example 3, the final index value of the RTY 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 RTY Index has appreciated by 40%, while the SPX index has
declined by 8%, but neither underlying index has decreased from its initial index value by an amount greater than the buffer
amount of 10%. Therefore, investors receive at maturity the stated principal amount. Investors receive $1,000 per Buffered PLUS at
maturity.

EX AM PLE 4 : 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 9 0 % of it s re spe c t ive init ia l inde x
va lue .

Final index value

RTY Index: 1,650

SPX Index: 1,350
Index percent change

RTY Index: (1,650 1,500) / 1,500 = 10%
SPX Index: (1,350 2,700) / 2,700 = -50%
Index performance factor

RTY Index: 1,650 / 1,500 = 110%
SPX Index: 1,350 / 2,700 = 50%
Payment at maturity
=
($1,000 × index performance factor of the worst performing underlying index) + $100

=
($1,000 × 50%) + $100

=
$600

In example 4, the final index value of the RTY Index is greater than its respective initial index value, while the final index value of
the SPX Index is less than 90% of its respective initial index value. While the RTY 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 10%, and receive a payment at maturity of $600 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 90% of its respective initial index value.

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 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 1 0 % .

Final index value

RTY Index: 1,425

SPX Index: 2,511
Index percent change

RTY Index: (1,425 1,500) / 1,500 = -5%
SPX Index: (2,511 2,700) / 2,700 = -7%
Payment at maturity
=
$1,000
February 2020
Page 5
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Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index and the S&P 500®
Index due August 30, 2022
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
In example 5, 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 value by an amount greater than the buffer amount of 10%. The RTY index has declined
by 5% while the SPX Index has declined by 7%. Therefore, investors receive at maturity the stated principal amount. Investors
receive $1,000 per Buffered PLUS at maturity.

EX AM PLE 6 : T he fina l inde x va lue of e a c h unde rlying inde x is le ss t ha n 9 0 % of it s re spe c t ive init ia l inde x
va lue .

Final index value

RTY Index: 450

SPX Index: 1,080
Index percent change

RTY Index: (450 1,500) / 1,500 = -70%
SPX Index: (1,080 2,700) / 2,700 = -60%
Index performance factor

RTY Index: 450 / 1,500 = 30%
SPX Index: 1,080 / 2,700 = 40%
Payment at maturity
=
($1,000 × index performance factor of the worst performing underlying index) + $100

=
($1,000 × 30%) + $100

=
$400

In example 6, the final index values of both the RTY Index and the SPX Index are less than their respective initial index values by
an amount greater than the buffer amount of 10%. The RTY index has declined by 70% while the SPX Index has declined by 60%.
Therefore, investors are exposed to the negative performance of the RTY Index, which is the worst performing underlying index in
this example, beyond the buffer amount of 10%, and receive a payment at maturity of $400 per Buffered PLUS.

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 1 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.

February 2020
Page 6
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index and the S&P 500®
Index due August 30, 2022
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 10% of
t he st a t e d princ ipa l a m ount . 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 10% 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 90% 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 $100 per Buffered PLUS. Ac c ordingly, inve st ors m a y lose up t o 9 0 % of t he st a t e d
princ ipa l a m ount of t he Buffe re d PLU S.
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The appreciation potential of the Buffered PLUS is limited by the maximum payment at maturity. The
appreciation potential of the Buffered PLUS is limited by the maximum payment at maturity of $1,215 per Buffered PLUS,
or 121.50% of the stated principal amount. Although the leverage factor provides 300% exposure to any increase in the
final index value of the worst performing underlying index over its initial index value, because the payment at maturity will
be limited to 121.50% of the stated principal amount for the Buffered PLUS, any increase in the final index value of the
worst performing underlying index over its initial index value by more than approximately 7.1667% of its initial index value
will not further increase the return on the Buffered PLUS.

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
90% 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 a re e x pose d t o gre a t e r 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 90% 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. The levels of the underlying indices may be, and have recently been, volatile, and we can give
you no assurance that the volatility will lessen. See "Russell 2000® Index 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
ra t ings or c re dit spre a ds m a y 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

February 2020
Page 7
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index and the S&P 500®
Index due August 30, 2022
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
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 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
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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 Buffered PLUS are linked to the Russell 2000® Index and are subject to risks associated w ith
sm a ll -c a pit a liza t ion c om pa nie s. As the Russell 2000® Index is one of the underlying indices, and the Russell
2000® Index consists of stocks issued by companies with relatively small market capitalization, the Buffered PLUS are
linked to the value of small-capitalization companies. These companies often have greater stock price volatility, lower
trading volume and less liquidity than large-capitalization companies and therefore the Russell 2000® Index may be more
volatile than indices that consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization
companies are also more vulnerable than those of large-capitalization companies to adverse business and economic
developments, and the stocks of small-capitalization companies may be thinly traded. In addition, small capitalization
companies are typically less well-established and less stable financially than large-capitalization companies and may
depend on a small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to
have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial
resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse
developments related to their products.

The amount payable on the Buffered PLUS is not linked to the values of the underlying indices at any
t im e ot he r t ha n t he va lua t ion 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 e r t ha n t he ra t e im plie d 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

February 2020
Page 8
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index and the S&P 500®
Index due August 30, 2022
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
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 &
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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
m ode ls, w hic h m a y diffe r from t hose 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 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
lim it e d. 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
Buffe re d PLU S. 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,

February 2020
Page 9
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index and the S&P 500®
Index due August 30, 2022
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
https://www.sec.gov/Archives/edgar/data/895421/000095010320003494/dp122130_424b2-ps3330.htm[2/27/2020 1:35:07 PM]

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