Obligation Morgan Stanley Financial 0% ( US61770FAE60 ) en USD

Morgan Stanley Financial

100 % ⇌

Etas-Unis

US61770FAE60 ( en USD )

04/08/2022 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FAE60 en USD 0%, échue

1 000 USD

318 000 USD

61770FAE6

N/A

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

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61770FAE60, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/08/2022

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61770FAE60, a été notée NR par l'agence de notation Moody's.

2/5/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
424B2 1 dp120705_424b2-ps3100.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee

Buffered Performance Leveraged Upside Securities due 2022

$318,000

$41.28

January 2020
Pricing Supplement No. 3,100
Registration Statement Nos. 333-221595; 333-221595-01
Dated January 31, 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
4, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Buffered PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are ful y and unconditional y guaranteed by Morgan
Stanley. The Buffered PLUS wil 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 wil be based on the value of the worst performing of the Russel 2000® Index and the S&P 500® Index. At
maturity, if the final index value of each underlying index is greater than its respective initial index value, investors wil 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 either underlying index is less than or equal to its respective initial index value, but the final index value of each
underlying index is greater than or equal to 90% of its respective initial index value, meaning that neither underlying index has decreased from its
initial index value by an amount greater than the buffer amount of 10%, investors wil receive the stated principal amount of their investment. However,
if the final index value of either underlying index is less than 90% of its respective initial index value, meaning that either underlying index has
decreased from its respective initial index value by an amount greater than the buffer amount of 10%, investors wil 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 either underlying index by an amount greater than the buffer amount wil result in a
loss, and potential y 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 wil ing 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 payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These Buffered
PLUS are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference
asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Maturity date:
August 4, 2022
Underlying indices:
Russel 2000® Index (the "RTY Index") and the S&P 500® Index (the "SPX Index")
Aggregate principal amount:
$318,000
Payment at maturity:
If the final index value of each underlying index 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 wil the payment at maturity exceed the maximum payment at maturity.
If the final index value of either underlying index is less than or equal to its respective initial index value but

the final index value of each underlying index is greater than or equal to 90% of its respective initial index
value, meaning that neither 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 either underlying index is less than 90% of its respective initial index value,

meaning that either 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

Under these circumstances, the payment at maturity wil be less than the stated principal amount of $1,000.
However, under no circumstances wil the Buffered PLUS pay less than $100 per Buffered PLUS at maturity.
Index percent change:
With respect to each underlying index, (final index value initial index value) / initial index value
Worst performing underlying index:
The underlying index with the lesser index percent change
Index performance factor:
With respect to each underlying index, final index value / initial index value
Initial index value:
With respect to the RTY Index, 1,614.061, which is the index closing value of such index on the pricing date
With respect to the SPX Index, 3,225.52, which is the index closing value of such index on the pricing date
Final index value:
With respect to each underlying index, the index closing value of such index on the valuation date
Valuation date:
August 1, 2022, subject to adjustment for non-index business days and certain market disruption events
Maximum payment at maturity:
$1,255 per Buffered PLUS (125.50% of the stated principal amount)
Minimum payment at maturity:
$100 per Buffered PLUS (10% of the stated principal amount)
Leverage factor:
300%
Buffer amount:
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
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
1/24

2/5/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
are as fol ows:
With respect to the RTY Index, 1,452.655, which is approximately 90% of its initial index value
With respect to the SPX Index, 2,902.968, which is 90% of its initial index value
Stated principal amount:
$1,000 per Buffered PLUS
Issue price:
$1,000 per Buffered PLUS
Pricing date:
January 31, 2020
Original issue date:
February 5, 2020 (3 business days after the pricing date)
CUSIP / ISIN:
61770FAE6 / US61770FAE60
Listing:
The Buffered PLUS wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a whol y owned subsidiary of Morgan Stanley and an affiliate of
MSFL. See "Supplemental information regarding plan of distribution; conflicts of interest."
Estimated value on the pricing date: $975.10 per Buffered PLUS. See "Investment Summary" on page 2.
Commissions and issue price:
Price to public(1)
Agent's commissions and fees(2)
Proceeds to us(3)
Per Buffered PLUS
$1,000
$6
$994
Total
$318,000
$1,908
$316,092
(1) The Buffered PLUS wil be sold only to investors purchasing the Buffered PLUS in fee-based advisory accounts.
(2) MS & Co. expects to sel al of the Buffered PLUS that it purchases from us to an unaffiliated dealer at a price of $994 per Buffered PLUS, for
further sale to certain fee-based advisory accounts at the price to public of $1,000 per Buffered PLUS. MS & Co. wil not receive a sales
commission with respect to 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.
(3) See "Use of proceeds and hedging" on page 19.
The Buffered PLUS involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning
on page 7.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined
if this document or the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The Buffered PLUS are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the related product supplement, index supplement and prospectus, each of which can be
accessed via the hyperlinks below. Please also see "Additional Terms of the Buffered PLUS" and "Additional Information About the Buffered
PLUS" at the end of this document.
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context
requires.
Product Supplement for PLUS dated November 16, 2017 Index Supplement dated November 16, 2017 Prospectus dated November 16, 2017

https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
2/24

2/5/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
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
4, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Investment Summary

Buffered Performance Leveraged Upside Securities

Principal at Risk Securities

The Buffered PLUS Based on the Value of the Worst Performing of the Russel 2000® Index and the S&P 500® Index due August 4, 2022 (the "Buffered
PLUS") can be used:

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

§ To potential y outperform the worst performing of the Russel 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 either underlying index is less than 90% of its respective initial index value, investors wil be negatively exposed to the decline
in the worst performing underlying index beyond the buffer amount and wil lose some or a substantial portion of their investment.

Maturity:
Approximately 2.5 years
Leverage factor:
300%
Maximum payment at maturity:
$1,255 per Buffered PLUS (125.50% of the stated principal amount)
Minimum payment at maturity:
$100 per Buffered PLUS (10% of the stated principal amount). Investors may lose up to 90% of the
stated principal amount of the Buffered PLUS.
Buffer amount:
10%, with 1-to-1 downside exposure to the worst performing underlying index below the buffer
Coupon:
None
Listing:
The Buffered PLUS wil 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, sel ing, 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 $975.10.

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 wel as an interest rate related to our secondary market credit spread, which is the implied interest rate
at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the Buffered 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, sel ing, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or
more of the economic terms of the Buffered 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 wel as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type
and other factors. However, because the costs associated with issuing, sel ing, structuring and hedging the Buffered PLUS are not ful y deducted upon
issuance, for a period of up to 6 months fol owing the issue date, to the extent that MS & Co. may buy or sel the Buffered 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 wil 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.

January 2020
Page 2
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
3/24

2/5/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
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
4, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Key Investment Rationale

The Buffered PLUS offer leveraged exposure to the worst performing of the Russel 2000® Index and the S&P 500® Index, subject to the maximum
payment at maturity, to the extent that the final index value of each underlying index is greater than its respective initial index value. At maturity, if the
final index value of each underlying index is greater than its respective initial index value, investors wil 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 either underlying index is less than or equal to its respective initial index value but the final index value of each underlying index is greater
than or equal to 90% of its respective initial index value, investors wil receive the stated principal amount of their investment. However, if the final
index value of either underlying index is less than 90% of its respective initial index value, investors wil lose 1% for every 1% decline in the worst
performing underlying index beyond the specified buffer amount, subject to the minimum payment at maturity. Investors may lose up to 90% of the
stated principal amount of the Buffered PLUS. All payments on the Buffered PLUS are subject to our credit risk.

Leveraged
The Buffered PLUS offer investors an opportunity to receive 300% of the positive return of the worst performing of the
Performance Up to a
underlying indices, subject to the maximum payment at maturity, if both underlying indices have appreciated in value.
Cap
Upside Scenario if
Both underlying indices increase in value, and, at maturity, the Buffered PLUS redeem for the stated principal amount of
Both Underlying
$1,000 plus 300% of the index percent change of the worst performing underlying index, subject to the maximum
Indices Appreciate
payment at maturity of $1,255 per Buffered PLUS (125.50% of the stated principal amount).
The final index value of either underlying index is less than or equal to its respective initial index value but the final
Par Scenario
index value of each underlying index is greater than or equal to 90% 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 either underlying index is less than 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
Downside Scenario
of the worst performing underlying index over the term of the Buffered PLUS, plus the buffer amount of 10%. For
example, if the final index value of the worst performing underlying index is 70% less than its initial index value, the
Buffered PLUS wil be redeemed at maturity for a loss of 60% of principal at $400, or 40% of the stated principal
amount. The minimum payment at maturity is $100 per Buffered PLUS.
Because the payment at maturity of the Buffered PLUS is based on the worst performing of the underlying indices, a decline in either underlying index
to less than 90% of its respective initial index value wil result in a loss, and potential y a significant loss, of your investment, even if the other underlying
index has appreciated or has not declined as much.

January 2020
Page 3
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
4/24

2/5/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
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
4, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Hypothetical Examples

The fol owing hypothetical examples il ustrate how to calculate the payment at maturity on the Buffered PLUS. The fol owing examples are for
il ustrative 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 fol owing terms:

Stated principal amount:
$1,000 per Buffered PLUS
Leverage factor:
300%
Maximum payment at maturity:
$1,255
Hypothetical initial index value:
With respect to the RTY Index: 1,500

With respect to the SPX Index: 2,700
Buffer amount:
10%

EXAMPLE 1: The final index value of each underlying index is greater than its respective initial index value.

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

=
$1,255

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 $1,255 per Buffered PLUS at maturity.

EXAMPLE 2: The final index value of each underlying index is greater than its respective initial index value.

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

January 2020
Page 4
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
5/24

2/5/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
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
4, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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.

EXAMPLE 3: The final index value of one underlying index is greater than its respective initial index value while the final index value of the
other 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%.

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.

EXAMPLE 4: The final index value of one underlying index is greater than its respective initial index value while the final index value of the
other underlying index is less than 90% of its respective initial index value.

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.

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%.

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

January 2020
Page 5
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
6/24

2/5/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
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
4, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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.

EXAMPLE 6: The final index value of each underlying index is less than 90% of its respective initial index value.

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.

Because the payment at maturity of the Buffered PLUS is based on the worst performing of the underlying indices, a decline in either
underlying index by an amount greater than the buffer amount of 10% 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.

January 2020
Page 6
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
7/24

2/5/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
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
4, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Risk Factors

The fol owing 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 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 10% of the stated principal amount of the Buffered PLUS. If the final index value of either underlying index is less
than 90% of its initial index value, you wil 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. Accordingly, investors may lose up to 90% of the stated principal amount of the
Buffered PLUS.

§ 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 $1,255 per Buffered PLUS, or 125.50% 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 wil be limited to 125.50% 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 8.50% of its initial index value
wil 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 wil be based upon the independent performance of each underlying index. Unlike an instrument with a return
linked to a basket of underlying assets, in which risk is mitigated and diversified among al the components of the basket, you wil be exposed to
the risks related to both underlying indices. Poor performance by either underlying index over the term of the securities wil negatively affect
your return and wil not be offset or mitigated by any positive performance by the other underlying index. If either underlying index declines to
below 90% of its respective initial index value as of the valuation date, you wil 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 worst performing underlying index, you are exposed to greater risk
of sustaining a loss on your investment than if the Buffered PLUS were linked to just one underlying index. The risk that you wil suffer
a loss on your investment is greater if you invest in the Buffered PLUS as opposed to substantial y similar securities that are linked to the
performance of just one underlying index. With two underlying indices, it is more likely that either underlying index wil 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 wil suffer a loss on your investment.

§ The market price of the Buffered PLUS will be influenced by many unpredictable factors. Several factors wil influence the value of the
Buffered PLUS in the secondary market and the price at which MS & Co. may be wil ing to purchase or sel 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 wil lessen. See "Russel 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 sel 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
adversely affect the market value of the Buffered PLUS. You are dependent on our ability to pay

January 2020
Page 7
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
8/24

2/5/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
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
4, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
al 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 al of your investment. As a result, the market value of the
Buffered PLUS prior to maturity wil be affected by changes in the market's view of our creditworthiness. Any actual or anticipated decline in our
credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the
Buffered PLUS.

§ As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has
no independent operations beyond the issuance and administration of its securities and wil have no independent assets available for
distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar
proceeding. Accordingly, any recoveries by such holders wil be limited to those available under the related guarantee by Morgan Stanley and
that guarantee wil rank pari passu with al other unsecured, unsubordinated obligations of Morgan Stanley. Holders wil have recourse only to a
single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that
in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured,
unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

§ The Buffered PLUS are linked to the Russell 2000® Index and are subject to risks associated with small-capitalization companies. As
the Russel 2000® Index is one of the underlying indices, and the Russel 2000® Index consists of stocks issued by companies with relatively
smal market capitalization, the Buffered PLUS are linked to the value of smal -capitalization companies. These companies often have greater
stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the Russel 2000® Index may be
more volatile than indices that consist of stocks issued by large-capitalization companies. Stock prices of smal -capitalization companies are
also more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of smal -
capitalization companies may be thinly traded. In addition, smal capitalization companies are typical y less wel -established and less stable
financial y than large-capitalization companies and may depend on a smal number of key personnel, making them more vulnerable to loss of
personnel. Such companies tend to have smal er revenues, less diverse product lines, smal er 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 time other than the valuation
date. The final index value of each underlying index wil 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 either underlying index drops by the valuation date, the payment at maturity wil 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 wil 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 wil 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 wil have the sole discretion to substitute a successor index that is comparable
to the discontinued underlying index and wil be permitted to consider indices that are calculated and published by the calculation agent or any
of its affiliates.

§ The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our
secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing,
selling, structuring and hedging the Buffered PLUS in the original issue

January 2020
Page 8
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
9/24

2/5/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
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
4, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
price reduce the economic terms of the Buffered PLUS, cause the estimated value of the Buffered PLUS to be less than the original
issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the
prices, if any, at which dealers, including MS & Co., may be wil ing to purchase the Buffered PLUS in secondary market transactions wil likely
be significantly lower than the original issue price, because secondary market prices wil exclude the issuing, sel ing, structuring and hedging-
related costs that are included in the original issue price and borne by you and because the secondary market prices wil reflect our secondary
market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as wel as other
factors.

The inclusion of the costs of issuing, sel ing, structuring and hedging the Buffered PLUS in the original issue price and the lower rate we are
wil ing 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, sel ing, structuring and hedging the Buffered PLUS are not ful y deducted upon issuance,
for a period of up to 6 months fol owing the issue date, to the extent that MS & Co. may buy or sel the Buffered 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 wil 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, which may differ from
those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary
and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As
a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the
Buffered 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 wil ing
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 wil vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market
conditions. See also "The market price of the Buffered PLUS wil be influenced by many unpredictable factors" above.

§ The Buffered PLUS will not be listed on any securities exchange and secondary trading may be limited. The Buffered PLUS wil 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 wil general y do so for transactions of routine secondary market size at prices based on its estimate of the current value of
the Buffered 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 wil be able to resel the Buffered
PLUS. Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel 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 wil ing 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 wil ing 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 wel 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 potential y affect the initial index value of either underlying index,

January 2020
Page 9
https://www.sec.gov/Archives/edgar/data/895421/000095010320002092/dp120705_424b2-ps3100.htm
10/24