Obligation Morgan Stanley Financial 0% ( US61771BCT98 ) en USD

Société émettrice Morgan Stanley Financial
Prix sur le marché 100 %  ▼ 
Pays  Etas-Unis
Code ISIN  US61771BCT98 ( en USD )
Coupon 0%
Echéance 20/05/2025 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley Finance US61771BCT98 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 486 000 USD
Cusip 61771BCT9
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's NR
Description détaillée 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 US61771BCT98, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/05/2025

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61771BCT98, a été notée NR par l'agence de notation Moody's.







424B2 1 dp128416_424b2-ps4068.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Dual Directional Trigger Jump Securities due 2025

$486,000

$63.08





M a y 2 0 2 0
Pricing Supplement No. 4,068
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 15, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
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 Dual Directional Trigger Jump Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally
guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product
supplement for Jump Securities, index supplement and prospectus, as supplemented and modified by this document. If 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 its respective initial index value, you will receive for each security that you hold at maturity a minimum of $450 per security in addition to the stated principal
amount. If the worst performing underlying index appreciates by more than 45% over the term of the securities, you will receive for each security that you hold at maturity the stated
principal amount plus an amount based on the percentage increase of such worst performing underlying index. If the final index value of a ny underlying index is less than its
respective initial index value but the final index value of e a c h underlying index is greater than or equal to its respective downside threshold value, investors will receive the stated
principal amount of their investment plus an unleveraged positive return based on the absolute value of the performance of the worst performing underlying index, which will be
effectively limited to a 30% return. However, if the final index value of a ny underlying index is le ss t ha n its respective downside threshold value, the payment at maturity will be
significantly less than the stated principal amount of the securities by an amount that is proportionate to the percentage decrease in the final index value of the worst performing
underlying from its initial index value. Under these circumstances, the payment at maturity will be less than $700 per security and could be zero. Ac c ordingly, you c ould lose
your e nt ire init ia l inve st m e nt in t he se c urit ie s. Because the payment at maturity on the securities is based on the worst performing of the underlying indices, a decline in
a ny final index value below 70% of its respective initial index value will result in a significant loss on your investment, even if the other underlying indices have appreciated or have not
declined as much. These long-dated securities 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 three underlying indices and forgo current income in exchange for the upside payment and absolute return features that in each case apply to a limited range of performance of the
worst performing underlying index. The securities are notes issued as part of MSFL's Series A Global Medium-Term Notes Program.
The securities differ from the Jump Securities described in the accompanying product supplement for Jump Securities in that the securities offer the potential for a positive return at
maturity if the worst performing underlying index depreciates by no more than 30%. The securities are not the Buffered Jump Securities described in the accompanying product
supplement for Jump Securities. Unlike the Buffered Jump Securities, the securities do not provide any protection if the worst performing underlying index depreciates by more than
30%.
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 se c urit ie 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
I ssue pric e :
$1,000 per security
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
May 15, 2020
Origina l issue da t e :
May 20, 2020 (3 business days after the pricing date)
M a t urit y da t e :
May 20, 2025
Aggre ga t e princ ipa l a m ount :
$486,000
I nt e re st :
None
U nde rlying indic e s:
The S&P 500® Index (the "SPX Index"), the NASDAQ-100 Index® (the "NDX Index") and the Dow Jones Industrial AverageSM (the "INDU
Index")
Pa ym e nt a t m a t urit y:
·
If the final index value of e a c h underlying index is greater than or equal to its respective initial index value:
$1,000 + the greater of (i) $1,000 × the index percent change of the worst performing underlying index and (ii) the upside payment
·
If the final index value of a ny underlying index is less than its respective initial index value but the final index value of e a c h underlying
index is greater than or equal to its respective downside threshold value:
$1,000 + ($1,000 × absolute index return of the worst performing underlying index)
·
If the final index value of a ny underlying index is less than its respective downside threshold value, meaning the value of a ny underlying
index has declined by more than 30% from its respective initial index value to its respective final index value:
$1,000 × index performance factor of the worst performing underlying index
Under these circumstances, the payment at maturity will be significantly less than the stated principal amount of $1,000, and will represent a
loss of more than 30%, and possibly all, of your investment.
U pside pa ym e nt :
$450 per security (45% of the stated principal amount)
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
I nde x pe rform a nc e fa c t or:
With respect to each underlying index, final index value / initial index value
Absolut e inde x re t urn:
The absolute value of the index percent change. For example, a -5% index percent change will result in a +5% absolute index return.
Worst pe rform ing unde rlying
The underlying index with the lowest index performance factor
inde x :
I nit ia l inde x va lue :
With respect to the SPX Index, 2,863.70, which is the index closing value of such index on the pricing date
With respect to the NDX Index, 9,152.639, which is the index closing value of such index on the pricing date
With respect to the INDU Index, 23,685.42, which is the index closing value of such index on the pricing date
Dow nside t hre shold va lue :
With respect to the SPX Index, 2,004.59, which is 70% of the initial index value for such index
With respect to the NDX Index, 6,406.847, which is approximately 70% of the initial index value for such index
With respect to the INDU Index, 16,579.794, which is 70% of the initial index value for such index
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 :
May 15, 2025, subject to postponement for non-index business days and certain market disruption events
CU SI P / I SI N :
61771BCT9 / US61771BCT98
List ing:
The securities 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
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regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$924.80 per security. See "Investment Summary" on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public (1)
Age nt 's c om m issions a nd
Proc e e ds t o us(3)
pric e :
fe e s (2)
Pe r se c urit y
$1,000
$6.25
$993.75
T ot a l
$486,000
$3,037.50
$482,962.50
(1) The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $993.75 per security, for further sale to certain fee-based advisory
accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities. 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 Jump Securities.
(3) See "Use of proceeds and hedging" on page 22.
T he se c urit ie 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
9 .
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 se c urit ie 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 Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of t his
doc um e nt .
Re fe re nc e s t o "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 J um p Se c urit ie 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
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Princ ipa l a t Risk Se c urit ie s

The Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow Jones Industrial AverageSM
due May 20, 2025 (the "securities") can be used:

As an alternative to direct exposure to the underlying indices that provides a minimum positive return of 45% if the final index value of each underlying index is greater than or
equal to its respective initial index value and offers uncapped 1-to-1 participation in the worst performing underlying index if the appreciation of such underlying index is greater
than 45%;

To potentially outperform the worst performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow Jones Industrial AverageSM in a moderately bullish or moderately
bearish scenario; and

To obtain an unleveraged positive return for a limited range of negative performance of the worst performing underlying index.

If the final index value of a ny underlying index is less than its downside threshold value, the securities are exposed on a 1-to-1 basis to the percentage decline of the final index value
of the worst performing underlying index from its respective initial index value. Ac c ordingly, inve st ors m a y lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s.

M a t urit y:
5 years
U pside pa ym e nt :
$450 per security (45% of the stated principal amount)
Dow nside t hre shold va lue :
For each underlying index, 70% of the respective initial index value
M inim um pa ym e nt a t m a t urit y:
None. Investors may lose their entire initial investment in the securities.
I nt e re st :
None

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and,
consequently, the estimated value of the securities on the pricing date is less than $1,000. We estimate that the value of each security on the pricing date is $924.80.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underlying
indices. The estimated value of the securities 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 securities?

In determining the economic terms of the securities, including the upside payment and the downside threshold values, 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 securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities 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
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securities are not fully deducted upon

May 2020
Page 2
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
Princ ipa l a t Risk Se c urit ie s
issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market
conditions, including those related to the underlying indices, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect
that those higher values will also be reflected in your brokerage account statements.

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

May 2020
Page 3
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
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 securities do not pay interest but provide a minimum positive return of 45% if the final index value of each of the S&P 500® Index, the NASDAQ-100 Index® and the Dow Jones
Industrial AverageSM is greater than or equal to its respective initial index value and offer an uncapped 1-to-1 participation in the worst performing underlying index if the appreciation
of such underlying index is greater than 45%. However, if, as of the valuation date, the value of any underlying index is less than its respective downside threshold value, the payment
due at maturity will be less than $700 per security and could be zero.

Absolut e Re t urn Fe a t ure
The securities enable investors to obtain an unleveraged positive return if the final index value of a ny underlying index is le ss t ha n 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 its respective downside threshold value.
U pside Sc e na rio
If the final index value of each underlying index is greater than or equal to its respective initial index value, the payment at maturity for each
security will be equal to $1,000 plus the greater of (i) $1,000 times the index percent change of the worst performing underlying index and (ii) the
upside payment of $450.
Absolut e Re t urn
The final index value of a ny underlying index is le ss t ha n its respective initial index value but the final index value of e a c h underlying index is
Sc e na rio
gre a t e r t ha n or e qua l t o its respective downside threshold value. In this case, you receive a 1% positive return on the securities for each 1%
negative return on the worst performing underlying index. For example, if the final index value of the worst performing underlying index is 10% less
than its respective initial index value, the securities will provide a total positive return of 10% at maturity. The maximum return you may receive in
this scenario is a positive 30% return at maturity.
Dow nside Sc e na rio
If the final index value of any underlying index is less than its respective downside threshold value, you will lose 1% for every 1% decline in the
value of the worst performing underlying index from its initial index value, without any buffer (e.g., a 60% depreciation in the worst performing
underlying index from the respective initial index value to the respective final index value will result in a payment at maturity of $400 per security).

Because the payment at maturity of the securities is based on the worst performing of the underlying indices, a decline in any underlying index
below its respective downside threshold value will result in a loss of a significant portion or all of your investment, even if the other underlying
indices have appreciated or have not declined as much.
May 2020
Page 4
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
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 securities. The following examples are for illustrative purposes only. The payment at
maturity on the securities is subject to our credit risk. The below examples are based on the following terms. The actual initial index values and downside threshold values are set forth
on the cover of this document.

St a t e d Princ ipa l Am ount :
$1,000 per security
H ypot he t ic a l I nit ia l I nde x V a lue :
With respect to the SPX Index: 2,200

With respect to the NDX Index: 9,000

With respect to the INDU Index: 28,000
H ypot he t ic a l Dow nside T hre shold
With respect to the SPX Index: 1,540, which is 70% of its hypothetical initial index value
V a lue :

With respect to the NDX Index: 6,300, which is 70% of its hypothetical initial index value

With respect to the INDU Index: 19,600, which is 70% of its hypothetical initial index value
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U pside Pa ym e nt :
$450 per security (45.00% of the stated principal amount)
I nt e re st :
None

EX AM PLE 1 : Ea c h unde rlying inde x a ppre c ia t e s subst a nt ia lly, a nd inve st ors t he re fore re c e ive t he st a t e d princ ipa l a m ount plus a re t urn re fle c t ing t he
inde x pe rc e nt c ha nge of t he w orst pe rform ing unde rlying inde x .

Final index value

SPX Index: 3,410


NDX Index: 14,850
INDU Index: 44,800
Index percent change

SPX Index: (3,410 ­ 2,200) / 2,200 = 55%
NDX Index: (14,850 ­ 9,000) / 9,000 = 65%
INDU Index: (44,800 ­ 28,000) / 28,000 = 60%
Index performance factor

SPX Index: 3,410 / 2,200 = 155%
NDX Index: 14,850 / 9,000 = 165%
INDU Index: 44,800 / 28,000 = 160%
Payment at maturity
=
$1,000 + ($1,000 × the index percent change of the worst performing underlying index)

=
$1,000 + $550

=
$1,550



In example 1, the final index value for the SPX Index has increased from its initial index value by 55%, the final index value for the NDX Index has increased from its initial index value
by 65% and the final index value for the INDU Index has increased from its initial index value by 60%. Because the final index value of each underlying index is at or above its
respective initial index value, and the index percent change of the worst performing underlying index is greater than the minimum positive return of 45.00%, investors receive at maturity
the stated principal amount plus 1-to-1 participation in the performance of the worst performing underlying index. Investors receive $1,550 per security at maturity.

EX AM PLE 2 : T he fina l inde x va lue of e a c h unde rlying inde x is a t or a bove t he re spe c t ive init ia l inde x va lue but t he w orst pe rform ing unde rling inde x
ha s not a ppre c ia t e d by m ore t ha n 4 5 .0 0 % , a nd inve st ors t he re fore re c e ive t he st a t e d princ ipa l a m ount plus t he upside pa ym e nt .

Final index value

SPX Index: 2,420


NDX Index: 9,450
INDU Index: 32,200



May 2020
Page 5
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
Princ ipa l a t Risk Se c urit ie s
Index percent change

SPX Index: (2,420 ­ 2,200) / 2,200 = 10%
NDX Index: (9,450 ­ 9,000) / 9,000 = 5%
INDU Index: (32,200 ­ 28,000) / 28,000 = 15%
Index performance factor

SPX Index: 2,420 / 2,200 = 110%
NDX Index: 9,450 / 9,000 = 105%
INDU Index: 32,200 / 28,000 = 115%
Payment at maturity
=
$1,000 + upside payment

=
$1,000 + $450

=
$1,450



In example 2, the final index value for the SPX Index has increased from its initial index value by 10%, the final index value for the NDX Index has increased from its initial index value
by 5% and the final index value for the INDU Index has increased from its initial index value by 15%. Because the final index value of each underlying index is at or above its
respective initial index value, investors receive at maturity the stated principal amount plus the upside payment of $450. Investors receive $1,450 per security 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 s of t he ot he r
unde rlying indic e s a re le ss t ha n t he ir re spe c t ive init ia l inde x va lue s but gre a t e r t ha n t he ir re spe c t ive dow nside t hre shold va lue s.

Final index value

SPX Index: 3,080


NDX Index: 7,650
INDU Index: 25,200
Index percent change

SPX Index: (3,080 ­ 2,200) / 2,200 = 40%
NDX Index: (7,650 ­ 9,000) / 9,000 = -15%
INDU Index: (25,200 ­ 28,000) / 28,000 = -10%
Index performance factor

SPX Index: 3,080 / 2,200 = 140%
NDX Index: 7,650 / 9,000 = 85%
INDU Index: 25,200 / 28,000 = 90%
Payment at maturity
=
$1,000 + ($1,000 × absolute index return of the worst performing underlying index)

=
$1,000 + ($1,000 × 15%)

=
$1,150



In example 3, the final index value of the SPX Index is greater than its respective initial index value, while the final index values of the NDX Index and the INDU Index are less than
their respective initial index values but greater than their respective downside threshold values. While the SPX Index has appreciated by 40%, the NDX index has declined by 15% and
the INDU Index has declined by 10%. Therefore, investors receive at maturity the stated principal amount plus a return reflecting the absolute value of the performance of the worst
performing underlying index, which is the NDX Index in this example. Investors receive $1,150 per security at maturity. In this example, investors receive a positive return even though
one of the underlying indices declined in value by 15% and one of the other underlying indices declined in value by 10%, due to the absolute return feature of the securities and
because no underlying index declined beyond its respective downside threshold value.

EX AM PLE 4 : T he fina l inde x va lue of one of t he unde rlying indic e s is le ss t ha n it s re spe c t ive dow nside t hre shold va lue . I nve st ors a re t he re fore
e x pose d t o t he full de c line in t he w orst pe rform ing unde rlying inde x from it s init ia l inde x va lue .

Final index value

SPX Index: 2,640


NDX Index: 4,050
INDU Index: 30,800
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May 2020
Page 6
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
Princ ipa l a t Risk Se c urit ie s
Index percent change

SPX Index: (2,640 ­ 2,200) / 2,200 = 20%
NDX Index: (4,050 ­ 9,000) / 9,000 = -55%
INDU Index: (30,800 ­ 28,000) / 28,000 = 10%
Index performance factor

SPX Index: 2,640 / 2,200 = 120%
NDX Index: 4,050 / 9,000 = 45%
INDU Index: 30,800 / 28,000 = 110%
Payment at maturity
=
$1,000 × index performance factor of the worst performing underlying index

=
$1,000 × 45%

=
$450



In example 4, the final index value for the SPX Index has increased from its initial index value by 20%, the final index value for the NDX Index has decreased from its initial index value
by 55% and the final index value for the INDU Index has increased from its initial index value by 10%. Because one of the underlying indices has declined below its respective
downside threshold value, investors do not receive the upside payment and instead are exposed to the full negative performance of the NDX Index, which is the worst performing
underlying index in this example. Under these circumstances, investors lose 1% of the stated principal amount for every 1% decline in the value of the worst performing underlying
index from its initial index value. In this example, investors receive a payment at maturity equal to $450 per security, resulting in a loss of 55%.

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 is gre a t e r t ha n it s re spe c t ive dow nside
t hre shold va lue .

Final index value

SPX Index: 1,870


NDX Index: 7,560
INDU Index: 22,400
Index percent change

SPX Index: (1,870 ­ 2,200) / 2,200 = -15%
NDX Index: (7,560 ­ 9,000) / 9,000 = -16%
INDU Index: (22,400 ­ 28,000) / 28,000 = -20%
Index performance factor

SPX Index: 1,870 / 2,200 = 85%
NDX Index: 7,560 / 9,000 = 84%
INDU Index: 22,400 / 28,000 = 80%
Payment at maturity
=
$1,000 + ($1,000 × absolute index return of the worst performing underlying index)

=
$1,000 + ($1,000 × 20%)

=
$1,200



In example 5, the final index value of each underlying index is less than its respective initial index value but is greater than its respective downside threshold value. The SPX index has
declined by 15%, the NDX Index has declined by 16% and the INDU Index has declined by 20%. Therefore, investors receive at maturity the stated principal amount plus a return
reflecting the absolute value of the performance of the worst performing underlying index, which is the INDU Index in this example. Investors receive $1,200 per security 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 t he re spe c t ive dow nside t hre shold va lue . I nve st ors a re t he re fore e x pose d t o
t he full de c line in t he w orst pe rform ing unde rlying inde x from it s init ia l inde x va lue .



Final index value

SPX Index: 440


NDX Index: 3,600
INDU Index: 14,000



May 2020
Page 7
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
Princ ipa l a t Risk Se c urit ie s
Index percent change

SPX Index: (440 ­ 2,200) / 2,200 = -80%
NDX Index: (3,600 ­ 9,000) / 9,000 = -60%
INDU Index: (14,000 ­ 28,000) / 28,000 = -50%
Index performance factor

SPX Index: 440 / 2,200 = 20%
NDX Index: 3,600 / 9,000 = 40%
INDU Index: 14,000 / 28,000 = 50%
Payment at maturity
=
$1,000 × index performance factor of the worst performing underlying index

=
$1,000 × 20%

=
$200



In example 6, the final index value for the SPX Index has decreased from its initial index value by 80%, the final index value for the NDX Index has decreased from its initial index
value by 60% and the final index value for the INDU Index has decreased from its initial index value by 50%. Because one or more underlying indices have declined below their
respective downside threshold values, investors do not receive the upside payment and instead are exposed to the full negative performance of the SPX Index, which is the worst
performing underlying index in this example. Under these circumstances, investors lose 1% of the stated principal amount for every 1% decline in the value of the worst performing
underlying index from its initial index value. In this example, investors receive a payment at maturity equal to $200 per security, resulting in a loss of 80%.

I f t he fina l inde x va lue of a ny of t he unde rlying indic e s is le ss t ha n it s re spe c t ive dow nside t hre shold va lue , you w ill re c e ive a n a m ount in c a sh t ha t is
signific a nt ly le ss t ha n t he $ 1 ,0 0 0 st a t e d princ ipa l a m ount of e a c h se c urit y by a n a m ount proport iona t e t o t he full de c line in t he le ve l of t he w orst
pe rform ing unde rlying inde x from it s init ia l inde x va lue ove r t he t e rm of t he se c urit ie s, a nd you w ill lose a signific a nt port ion or a ll of your
inve st m e nt .
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May 2020
Page 8
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
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 securities. For further discussion of these and other risks, you should read the section entitled "Risk
Factors" in the accompanying product supplement, index supplement and prospectus. You should also consult with your investment, legal, tax, accounting and other advisers in
connection with your investment in the securities.

The securities do not pay interest or guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that the
securities do not pay interest or guarantee the payment of any principal at maturity. At maturity, you will receive for each $1,000 stated principal amount of securities that you hold
an amount in cash based upon the final index value of each underlying index. If the final index value of a ny underlying index is less than 70% of its respective initial index value,
the absolute return feature will no longer be available and the payment at maturity will be an amount in cash that is significantly less than the $1,000 stated principal amount of
each security by an amount proportionate to the full decline in the final index value of the worst performing underlying index from its initial index value over the term of the
securities, and you will lose a significant portion or all of your investment. T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s, a nd, a c c ordingly, you
c ould lose your e nt ire inve st m e nt .

You are exposed to the price risk of each underlying index. Your return on the securities is not linked to a basket consisting of each underlying index. 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 each underlying index. Poor performance by any 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 indices. If the final index value of any
underlying index declines to below 70% of its respective initial index value, you will be fully exposed to the negative performance of the worst performing underlying index at
maturity, even if the other underlying indices have appreciated or have not declined as much. Ac c ordingly, your inve st m e nt is subje c t t o t he pric e risk of a ll of t he
unde rlying indic e s.

Because the securities are linked to the performance of the w orst performing underlying index, you are exposed to greater risk of sustaining a
signific a nt loss on your inve st m e nt t ha n if t he se c urit ie s w e re link e d t o just one unde rlying inde x . The risk that you will suffer a significant loss on your
investment is greater if you invest in the securities as opposed to substantially similar securities that are linked to the performance of just one underlying index. With three
underlying indices, it is more likely that the final index value of any underlying index will decline to below its respective downside threshold value than if the securities were linked to
only one underlying index. Therefore, it is more likely that you will suffer a significant loss on your investment.

The amount payable on the securities is not linked to the values of the underlying indices at any time other than the valuation date. The final index
values will be the index closing values on the valuation date, subject to postponement for non-index business days and certain market disruption events. Even if the value of the
worst performing underlying index appreciates prior to the valuation date but then drops by the valuation date, the payment at maturity may be significantly less than it would have
been had the payment at maturity been linked to the value of the worst performing underlying index prior to such drop. Although the actual value of the worst performing underlying
index on the stated maturity date or at other times during the term of the securities may be higher than its respective final index value, the payment at maturity will be based solely
on the index closing value of the worst performing underlying index on the valuation date.

The securities w ill not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities
exchange. Therefore, there may be little or no secondary market for the securities. Morgan Stanley & Co. LLC, which we refer to as MS & Co., may, but is not obligated to, make
a market in the securities 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 securities, 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 securities. Even if
there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the
secondary market for the securities, the price at which you may be

May 2020
Page 9
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
Princ ipa l a t Risk Se c urit ie s
able to trade your securities 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
securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

The market price of the securities may be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the
value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market, including:

the values of the underlying indices at any time (including in relation to their initial index values),

the volatility (frequency and magnitude of changes in value) of the underlying indices,

dividend rates on the securities underlying the underlying indices,

interest and yield rates in the market,

geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks of the underlying indices or securities markets
generally and which may affect the value of the underlying indices,

the time remaining until the maturity of the securities,

https://www.sec.gov/Archives/edgar/data/895421/000095010320009765/dp128416_424b2-ps4068.htm[5/19/2020 2:54:02 PM]


the composition of the underlying indices and changes in the constituent stocks of the underlying indices, 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 securities will be affected by the other factors described above. Some or all of these factors
will influence the price you will receive if you sell your securities prior to maturity. In particular, you may have to sell your securities at a substantial discount from the stated
principal amount if at the time of sale the value of any underlying index is near, at or below its respective downside threshold value.

You cannot predict the future performance of the underlying indices based on their historical performance. If the final index value of any underlying index is less than 70% of its
respective initial index value, you will be exposed on a 1-to-1 basis to the full decline in the final index value of the worst performing underlying index from its respective initial
index value. There can be no assurance that the final index value of each underlying index will be greater than or equal to 70% of its respective initial index value so that you will
receive at maturity an amount that is greater than the $1,000 stated principal amount for each security you hold, or that you will not lose a significant portion or all of your
investment.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the
m a rk e t va lue of t he se c urit ie s. You are dependent on our ability to pay all amounts due on the securities at maturity and therefore you are subject to our credit risk. If we
default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities
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 securities.

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.

May 2020
Page 10
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
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 the rate implied by our secondary
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 se c urit ie 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 se c urit ie s, c a use t he e st im a t e d va lue of t he se c urit ie 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., are willing to purchase the securities 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 securities in the original issue price and the lower rate we are willing to pay as issuer make the economic
terms of the securities less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the securities 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 securities 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 securities is determined by reference to our pricing and valuation models, w hich may differ from those of other dealers
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 securities than those generated by others, including other dealers in the market, if they attempted to value the securities. 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 notes in
the secondary market (if any exists) at any time. The value of your securities 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 securities may be influenced by many unpredictable factors"
above.

Investing in the securities is not equivalent to investing in the underlying indices. Investing in the securities is not equivalent to investing in any underlying index
or the component stocks of any underlying index. Investors in the securities 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 indices.

Adjustments to the underlying indices could adversely affect the value of the securities. The publisher of each underlying index may add, delete or substitute
the stocks underlying such index or make other methodological changes that could change the value of such underlying index. Any of these actions could adversely affect the
value of the securities. The publisher of such underlying index may also discontinue or suspend calculation or publication of such underlying index at any time. In these
circumstances, MS & Co., as the calculation agent, will have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index. MS & Co.
could have an economic interest that is different than that of investors in the securities insofar as, for example, MS & Co. is permitted to consider indices that are calculated and
published by MS & Co. or any of its affiliates. If MS & Co. determines that there is no appropriate successor index, the payout on the securities at maturity will be an amount
based on the closing prices on the valuation date of the stocks underlying the relevant index at the time of such discontinuance, without rebalancing or substitution, computed by
the calculation agent in accordance with the formula for calculating such underlying index last in effect prior to such discontinuance (depending also on the performance of the
other underlying indices).

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make determinations w ith respect to the securities. As
calculation agent, MS & Co. will determine the initial index values, the downside threshold values, the final index values, the index percent changes or the index performance
factors, as applicable, and the payment that you will receive at maturity, if any. Moreover, certain

May 2020
Page 11
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Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
Princ ipa l a t Risk Se c urit ie s
determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence
or non-occurrence of market disruption events and the selection of a successor index or calculation of the index closing values in the event of a market disruption event or
discontinuance of an underlying index. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For further information regarding these
types of determinations, see "Description of Securities--Postponement of Valuation Date(s)," "--Discontinuance of Any Underlying Index or Basket Index; Alteration of Method of
Calculation," "--Alternate Exchange Calculation in case of an Event of Default" and "--Calculation Agent and Calculations" in the accompanying product supplement. In addition,
MS & Co. has determined the estimated value of the securities on the pricing date.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or more of our affiliates and/or third-party
dealers expect to carry out hedging activities related to the securities (and 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 securities, 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 increase the initial index value of
an underlying index, and, therefore, could increase the value at or above which such underlying index must close on the valuation date so that you do not suffer a significant loss
on your initial investment in the securities (depending also on the performance of the other underlying indices). Additionally, such hedging or trading activities during the term of the
securities, including on the valuation date, could adversely affect the value of any underlying index on the valuation date, and, accordingly, the amount of cash an investor will
receive at maturity, if any (depending also on the performance of the other underlying indices).

The U.S. federal income tax consequences of an investment in the securities 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 Jump Securities (together, the "Tax
Disclosure Sections") concerning the U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue Service (the "IRS") were successful in
asserting an alternative treatment, the timing and character of income on the securities 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 securities as debt instruments. In that event, U.S. Holders would be required to accrue into income
original issue discount on the securities every year at a "comparable yield" determined at the time of issuance and recognize all income and gain in respect of the securities as
ordinary income. Additionally, as discussed under "United States Federal Taxation--FATCA" in the accompanying product supplement for Jump Securities, the withholding rules
commonly referred to as "FATCA" would apply to the securities 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 Jump Securities). The risk that financial instruments providing for buffers, triggers or
similar downside protection features, such as the securities, 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 securities, 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

May 2020
Page 12
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
Princ ipa l a t Risk Se c urit ie s
"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 securities, 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 securities, 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.

May 2020
Page 13
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
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 May 15, 2020:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,863.70
5 2 We e k s Ago:
2,850.96
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5 2 We e k H igh (on 2 /1 9 /2 0 2 0 ):
3,386.15
5 2 We e k Low (on 3 /2 3 /2 0 2 0 ):
2,237.40


The following graph sets forth the daily closing values of the SPX Index for the period from January 1, 2015 through May 15, 2020. The related table sets forth the published high and
low closing values, as well as end-of-quarter closing values, of the SPX Index for each quarter in the same period. The closing value of the SPX Index on May 15, 2020 was
2,863.70. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The SPX Index has at times experienced
periods of high volatility, and you should not take the historical values of the SPX Index as an indication of its future performance.

SPX I nde x Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o M a y 1 5 , 2 0 2 0
May 2020
Page 14
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
Princ ipa l a t Risk Se c urit ie s
S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 5



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



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



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



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



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



First Quarter
3,386.15
2,237.40
2,584.59
Second Quarter (through May 15, 2020)
2,939.51
2,470.50
2,863.70




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

May 2020
Page 15
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
Princ ipa l a t Risk Se c urit ie s
NASDAQ-100 Index® Overview
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The NASDAQ-100 Index®, which is calculated, maintained and published by Nasdaq, Inc., is a modified capitalization-weighted index of 100 of the largest and most actively traded
equity securities of non-financial companies listed on The NASDAQ Stock Market LLC. The NASDAQ-100 Index® includes companies across a variety of major industry groups. At any
moment in time, the value of the NASDAQ-100 Index® equals the aggregate value of the then-current NASDAQ-100 Index® share weights of each of the NASDAQ-100 Index®
component securities, which are based on the total shares outstanding of each such NASDAQ-100 Index® component security, multiplied by each such security's respective last sale
price on NASDAQ (which may be the official closing price published by NASDAQ), and divided by a scaling factor, which becomes the basis for the reported NASDAQ-100 Index®
value. For additional information about the NASDAQ-100 Index®, see the information set forth under "NASDAQ-100 Index®" in the accompanying index supplement.

Information as of market close on May 15, 2020:

Bloom be rg T ic k e r Sym bol:
NDX
Curre nt I nde x V a lue :
9,152.639
5 2 We e k s Ago:
7,503.246
5 2 We e k H igh (on 2 /1 9 /2 0 2 0 ):
9,718.727
5 2 We e k Low (on 6 /3 /2 0 1 9 ):
6,978.018


The following graph sets forth the daily closing values of the NDX Index for the period from January 1, 2015 through May 15, 2020. The related table sets forth the published high and
low closing values, as well as end-of-quarter closing values, of the NDX Index for each quarter in the same period. The closing value of the NDX Index on May 15, 2020 was
9,152.639. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The NDX Index has at times experienced
periods of high volatility, and you should not take the historical values of the NDX Index as an indication of its future performance.

N DX I nde x Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o M a y 1 5 , 2 0 2 0
May 2020
Page 16
Morgan Stanley Finance LLC
Dual Directional Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the NASDAQ-100 Index® and the Dow
Jones Industrial AverageSM due May 20, 2025
Princ ipa l a t Risk Se c urit ie s
N ASDAQ -1 0 0 I nde x ®
H igh
Low
Pe riod End
2 0 1 5



First Quarter
4,483.049
4,089.648
4,333.688
Second Quarter
4,548.740
4,311.257
4,396.761
Third Quarter
4,679.675
4,016.324
4,181.060
Fourth Quarter
4,719.053
4,192.963
4,593.271
2 0 1 6



First Quarter
4,497.857
3,947.804
4,483.655
Second Quarter
4,565.421
4,201.055
4,417.699
Third Quarter
4,891.363
4,410.747
4,875.697
Fourth Quarter
4,965.808
4,660.457
4,863.620
2 0 1 7



First Quarter
5,439.742
4,911.333
5,436.232
Second Quarter
5,885.296
5,353.586
5,646.917
Third Quarter
6,004.380
5,596.956
5,979.298
Fourth Quarter
6,513.269
5,981.918
6,396.422
2 0 1 8



First Quarter
7,131.121
6,306.100
6,581.126
Second Quarter
7,280.705
6,390.837
7,040.802
Third Quarter
7,660.180
7,014.554
7,627.650
Fourth Quarter
7,645.453
5,899.354
6,329.964
2 0 1 9



First Quarter
7,493.270
6,147.128
7,378.771
Second Quarter
7,845.729
6,978.018
7,671.075
Third Quarter
8,016.953
7,415.691
7,749.449
Fourth Quarter
8,778.313
7,550.786
8,733.073
2 0 2 0



First Quarter
9,718.727
6,994.291
7,813.499
Second Quarter (through May 15, 2020)
9,298.923
7,486.287
9,152.639




https://www.sec.gov/Archives/edgar/data/895421/000095010320009765/dp128416_424b2-ps4068.htm[5/19/2020 2:54:02 PM]


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