Obligation Morgan Stanley Financial 0% ( US61770FEJ12 ) en USD

Morgan Stanley Financial

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US61770FEJ12 ( en USD )

29/01/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FEJ12 en USD 0%, échue

1 000 USD

2 150 000 USD

61770FEJ1

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 Morgan Stanley Finance (US61770FEJ12, CUSIP 61770FEJ1), émise aux États-Unis pour un montant total de 2 150 000 USD, avec une taille minimale d'achat de 1 000 USD, un taux d'intérêt de 0 %, une maturité le 29/01/2025, une fréquence de paiement semestrielle et cotée actuellement à 100 % en USD, est arrivée à échéance et a été intégralement remboursée.

424B2 1 dp119742_424b2-ps3230.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

$2,150,000

$279.07
due 2025

J a nua ry 2 0 2 0
Pricing Supplement No. 3,230
Registration Statement Nos. 333-221595; 333-221595-01
Dated January 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 S&P 500® Index due January 29, 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. At maturity, if the underlying index has a ppre c ia t e d in value, investors will receive the
stated principal amount of their investment plus moderately leveraged upside performance of the underlying index. If the underlying index
has de pre c ia t e d in value, but the underlying index has not declined by more than the specified buffer amount, the Buffered PLUS will
redeem for par. However, if the underlying index has declined by more than the buffer amount, investors will lose 1% for every 1%
decline beyond the specified buffer amount, subject to the minimum payment at maturity of 20% of the stated principal amount. Investors
may lose up to 80% of the stated principal amount of the Buffered PLUS. These long-dated Buffered PLUS are for investors who seek an
equity index-based return and who are willing to risk their principal and forgo current income in exchange for the moderate leverage and
buffer features that in each case apply to a limited range of performance of the 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 :
January 29, 2025
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l
$2,150,000
a m ount :
Pa ym e nt a t m a t urit y pe r
If the final index value is greater than the initial index value:
Buffe re d PLU S:
$1,000 + leveraged upside payment
If the final index value is less than or equal to the initial index value but has decreased from the initial
index value by an amount less than or equal to the buffer amount of 20%:
$1,000
If the final index value is less than the initial index value and has decreased from the initial index
value by an amount greater than the buffer amount of 20%:
($1,000 x the index performance factor) + $200
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 $200 per Buffered
PLUS at maturity.
Le ve ra ge d upside
$1,000 × leverage factor × index percent increase
pa ym e nt :
I nde x pe rc e nt inc re a se :
(final index value initial index value) / initial index value
I nit ia l inde x va lue :
3,295.47, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
V a lua t ion da t e :
January 24, 2025, subject to postponement for non-index business days and certain market
disruption events
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Le ve ra ge fa c t or:
110%
Buffe r a m ount :
20%. As a result of the buffer amount of 20%, the value at or above which the underlying index must
close on the valuation date so that investors do not suffer a loss on their initial investment in the
Buffered PLUS is 2,636.376, which is 80% of the initial index value.
M inim um pa ym e nt a t
$200 per Buffered PLUS (20% of the stated principal amount)
m a t urit y:
I nde x pe rform a nc e fa c t or:
Final index value divided by the 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 (see "Commissions and issue price" below)
Pric ing da t e :
January 24, 2020
Origina l issue da t e :
January 29, 2020 (3 business days after the pricing date)
CU SI P:
61770FEJ1
I SI N :
US61770FEJ12
List ing:
The Buffered PLUS will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$981.40 per Buffered PLUS. See "Investment Summary" beginning on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
pric e :
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
$11
$989
T ot a l
$2,150,000
$23,650
$2,126,350
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $11 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 12.
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 S&P 500® Index due January 29, 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 S&P 500® Index due January 29, 2025 (the "Buffered PLUS") can be used:

As an alternative to direct exposure to the underlying index that moderately enhances returns for any potential positive performance of
the underlying index

To moderately enhance returns and potentially outperform the underlying index in a bullish scenario, with no limitation on the
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appreciation potential

To achieve similar levels of upside exposure to the underlying index as a direct investment, while using fewer dollars by taking
advantage of the leverage factor

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

M a t urit y:
5 years
Le ve ra ge fa c t or:
110%
M a x im um pa ym e nt
None
a t m a t urit y:
Buffe r a m ount :
20%, with 1-to-1 downside exposure below the buffer
M inim um pa ym e nt
$200 per Buffered PLUS (20% of the stated principal amount). Investors may lose up to 80% of the
a t m a t urit y:
stated principal amount of the Buffered PLUS.
Coupon:
None

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 $981.40.

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 index. The estimated value of the Buffered PLUS is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the underlying index,
volatility and other factors including current and expected interest rates, as 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 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 index, may vary from, and be lower than, the estimated value on the pricing date, because the secondary
market price takes into account our secondary market credit spread as 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,

January 2020
Page 2
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the S&P 500® Index due January 29, 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
including those related to the underlying index, and to our secondary market credit spreads, it would do so based on values higher than
the estimated value. We expect that those higher values 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.

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January 2020
Page 3
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the S&P 500® Index due January 29, 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
Key Investment Rationale

The Buffered PLUS offer leveraged upside exposure to the underlying index, while providing limited protection against negative
performance of the underlying index. Once the underlying index has decreased in value by more than the specified buffer amount,
investors are exposed to the negative performance of the underlying index, subject to the minimum payment at maturity. At maturity, if the
underlying index has appreciated, investors will receive the stated principal amount of their investment plus leveraged upside performance
of the underlying index. At maturity, if the underlying index has depreciated and (i) if the final index value of the underlying index has not
declined from the initial index value by more than the specified buffer amount, the Buffered PLUS will redeem for par, or (ii) if the final
index value of the underlying index has declined by more than the buffer amount, the investor will lose 1% for every 1% decline beyond
the specified buffer amount, subject to the minimum payment at maturity. I nve st ors m a y lose up t o 8 0 % of t he st a t e d princ ipa l
a m ount of t he Buffe re d PLU S.

Le ve ra ge d
The Buffered PLUS offer investors an opportunity to capture enhanced returns for any positive
Pe rform a nc e
performance relative to a direct investment in the underlying index.
U pside Sc e na rio
The underlying index increases in value, and, at maturity, the Buffered PLUS redeem for the stated
principal amount of $1,000 plus 110% of the index percent increase.
Pa r Sc e na rio
The underlying index declines in value by no more than 20%, and, at maturity, the Buffered PLUS
redeem for the stated principal amount of $1,000.
Dow nside Sc e na rio
The underlying index declines in value by more than 20%, and, at maturity, the Buffered PLUS redeem
for less than the stated principal amount by an amount that is proportionate to the percentage decrease
of the underlying index from the initial index value, plus the buffer amount of 20%. (Example: if the
underlying index decreases in value by 45%, the Buffered PLUS will redeem for $750.00, or 75.00% of
the stated principal amount.) The minimum payment at maturity is $200 per Buffered PLUS.
January 2020
Page 4
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the S&P 500® Index due January 29, 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
How the Buffered PLUS Work

Pa yoff Dia gra m

The payoff diagram below illustrates the payment at maturity on the Buffered PLUS 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:
110%
Buffe r a m ount :
20%
M a x im um pa ym e nt a t m a t urit y:
None
M inim um pa ym e nt a t m a t urit y:
$200 per Buffered PLUS

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Buffe re d PLU S Pa yoff Dia gra m

H ow it w ork s

Upside Scenario. If the final index value is greater than the initial index value, investors will receive the $1,000 stated principal
amount plus 110% of the appreciation of the underlying index over the term of the Buffered PLUS.

If the underlying index appreciates 2%, the investor would receive a 2.20% return, or $1,022.00 per Buffered PLUS.

Par Scenario. If the final index value is less than or equal to the initial index value but has decreased from the initial index value by
an amount less than or equal to the buffer amount of 20%, investors will receive the stated principal amount of $1,000 per Buffered
PLUS.

If the underlying index depreciates 5%, investors will receive the $1,000 stated principal amount.

Dow nside Scenario. If the final index value is less than the initial index value and has decreased from the initial index value by
an amount greater than the buffer amount of 20%, investors will receive an amount that is less than the stated principal amount by an
amount that is proportionate to the percentage decrease of the value of the underlying index from the initial index value, plus the
buffer amount of 20%. The minimum payment at maturity is $200 per Buffered PLUS.

For example, if the underlying index depreciates 55%, investors would lose 35.00% of their principal and receive only $650 per
Buffered PLUS at maturity, or 65.00% of the stated principal amount.
January 2020
Page 5
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the S&P 500® Index due January 29, 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
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prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in
the Buffered PLUS.

Buffered PLUS do not pay interest and provide a minimum payment at maturity of only 20% of your principal.
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 20% of the stated principal amount of the Buffered PLUS, subject to our credit risk. If
the final index value is less than 80% of the 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 closing
value of the underlying index from the initial index value, plus $200 per Buffered PLUS. Ac c ordingly, inve st ors m a y lose up t o
8 0 % of t he st a t e d princ ipa l a m ount of t he Buffe re d PLU S.

The market price of the Buffered PLUS w ill be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, 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 (frequency and magnitude
of changes in value) and dividend yield of the underlying index, interest and yield rates in the market, time remaining until the
Buffered PLUS mature, geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying
index or equities markets generally and which may affect the final index value of the underlying index and any actual or anticipated
changes in our credit ratings or credit spreads. 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 value of the underlying index may be, and has recently
been, volatile, and we can give you no assurance that the volatility will lessen. See "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 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 all amounts due on the Buffered PLUS at maturity and therefore you are subject to our credit risk. If we default on our 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 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 value of the underlying index at any time other
t ha n t he va lua t ion da t e . The final index value will be based on the index closing value on the valuation date, subject to
postponement for non-index business days and certain market disruption events. Even if the value of the underlying index
appreciates prior to the valuation date but then drops by the valuation date by more than 20% of the initial index value, the payment
at maturity will be less, and may be significantly less, than it would have been had the payment at maturity been linked to the value of
the underlying index prior to such drop. Although the actual value of the underlying index on the stated maturity date or at other
times during the term of the Buffered PLUS may be higher than the index closing value on the valuation date, the payment at
maturity will be based solely on the index closing value on the valuation date.

Investing in the Buffered PLUS is not equivalent to investing in the underlying index. Investing in the Buffered
PLUS is not equivalent to investing in the underlying index or its component stocks. 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 the
underlying index.

January 2020
Page 6
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the S&P 500® Index due January 29, 2025
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
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
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 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 index, 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.

Adjustments to the underlying index could adversely affect the value of the Buffered PLUS. The underlying index
publisher may add, delete or substitute the stocks constituting the underlying index or make other methodological changes that could
change the value of the underlying index. The underlying index publisher may discontinue or suspend calculation or publication of the
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 is not precluded from considering indices that are calculated and
published by the calculation agent or any of its affiliates. If the calculation agent determines that there is no appropriate successor
index, the payment at maturity on the Buffered PLUS will be an amount based on the closing prices at maturity of the securities
composing the underlying index at the time of such discontinuance, without rebalancing or substitution, computed by the calculation
agent in accordance with the formula for calculating the underlying index last in effect prior to discontinuance of the underlying index.

The estimated value of the Buffered PLUS is determined by reference to our pricing and valuation models,
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 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.

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he Buffe re d PLU S. As calculation agent, MS & Co. will determine the initial index value
and the final index value, and will calculate the amount of cash you receive at maturity. Moreover, certain determinations made by MS
& Co., in its

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Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the S&P 500® Index due January 29, 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
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 the 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)" 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.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Buffered
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 index or its component stocks), including trading in the stocks that constitute the
underlying index as well as in other instruments related to the underlying index. 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 index and other financial instruments related to the underlying index 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 increase the
initial index value, and, therefore, could increase the value at or above which the underlying index must close on the valuation date
so that investors do not suffer a loss on their initial investment in the Buffered PLUS. 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 the underlying index
on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity.

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 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 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.

January 2020
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Morgan Stanley Finance LLC
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Buffered PLUS Based on the Value of the S&P 500® Index due January 29, 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 stocks of 500
component companies 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 January 24, 2020:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
3,295.47
5 2 We e k s Ago:
2,642.33
5 2 We e k H igh (on 1 /1 7 /2 0 2 0 ):
3,329.62
5 2 We e k Low (on 1 /2 9 /2 0 1 9 ):
2,640.00

The following graph sets forth the daily index closing values of the underlying index for each quarter in the period from January 1, 2015
through January 24, 2020. The related table sets forth the published high and low closing values, as well as end-of-quarter closing
values, of the underlying index for each quarter in the same period. The index closing value of the underlying index on January 24, 2020
was 3,295.47. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent
verification. The underlying index has at times experienced periods of high volatility. You should not take the historical values of the
underlying index as an indication of its future performance, and no assurance can be given as to the index closing value of the underlying
index on the valuation date.

S& P 5 0 0 ® I nde x Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o J a nua ry 2 4 , 2 0 2 0
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Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the S&P 500® Index due January 29, 2025
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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
2362.72
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 January 24, 2020)
3,329.62
3,234.85
3,295.47

"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.

January 2020
Page 10
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the S&P 500® Index due January 29, 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.

Addit iona l T e rm s:

If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or
prospectus, the terms described herein shall control.
U nde rlying inde x publishe r:
S&P Dow Jones Indices LLC or any successor thereof
I nt e re st :
None
Bull m a rk e t or be a r m a rk e t
Bull market PLUS
PLU S:
Post pone m e nt of m a t urit y
If the scheduled valuation date is not an index business day or if a market disruption event
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Document Outline

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