Bond Morgan Stanley Financial 0% ( US61770FGQ37 ) in USD

Issuer Morgan Stanley Financial
Market price 100 %  ▲ 
Country  United States
ISIN code  US61770FGQ37 ( in USD )
Interest rate 0%
Maturity 08/11/2021 - Bond has expired



Prospectus brochure of the bond Morgan Stanley Finance US61770FGQ37 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 599 000 USD
Cusip 61770FGQ3
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Morgan Stanley is a leading global financial services firm offering investment banking, securities, wealth management, and investment management services to corporations, governments, and individuals.

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61770FGQ37, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 08/11/2021







424B2 1 dp121005_424b2-ps3290.htm FORM 424B2

CALCULATION OF REGISTRATION FEE



Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee





Contingent Income Auto-Callable Securities due 2021

$599,000

$77.75





Fe brua ry 2 0 2 0
Pricing Supplement No. 3,290
Registration Statement Nos. 333-221595; 333-221595-01
Dated February 4, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Auto-Callable Securities with Daily Trigger Monitoring due November 8, 2021
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he EU RO ST OX X ® Ba nk s I nde x , t he
N ASDAQ -1 0 0 I nde x ® a nd t he iSha re s® Russe ll 2 0 0 0 ® ET F
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 securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. The securities have the terms described in the accompanying product supplement, index supplement and
prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not
provide for the regular payment of interest. Instead, the securities will pay a contingent quarterly coupon but only if the closing
level of e a c h of the EURO STOXX® Banks Index, the NASDAQ-100 Index® a nd the iShares® Russell 2000® ETF is a t or
a bove 70% of its respective initial level, which we refer to as the respective c oupon t hre shold le ve l, on the related
observation date. However, if the closing level of a ny underlying is le ss t ha n its c oupon t hre shold le ve l on any observation
date, we will pay no interest for the related quarterly period. In addition, the securities will be automatically redeemed if the closing
level of e a c h underlying is gre a t e r t ha n or e qua l t o its respective c a ll t hre shold le ve l on any quarterly redemption
determination date, for the early redemption payment equal to the sum of the stated principal amount plus the related contingent
quarterly coupon. No further payments will be made on the securities once they have been redeemed. At maturity, if the securities
have not previously been redeemed and the final level of e a c h underlying has remained gre a t e r t ha n or e qua l t o 70% of its
respective initial level, which we refer to as the respective downside threshold level, on each index business day or each trading
day, as applicable, from but excluding the pricing date to and including the final observation date (the "observation period"), the
payment at maturity will be the stated principal amount and the related contingent quarterly coupon. If, however, the final level of
a ny underlying is le ss t ha n its respective downside threshold level on any index business day or any trading day, as applicable,
during the observation period, a trigger event will have occurred and investors will be fully exposed to the decline in the worst
performing underlying on a 1-to-1 basis and, if the final level of a ny underlying is less than its initial level, investors will receive a
payment at maturity that is le ss t ha n the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors
in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt a nd a lso t he risk
of not re c e iving a ny c ont inge nt qua rt e rly c oupons t hroughout t he 1 .7 5 -ye a r t e rm of t he se c urit ie s. Because
all payments on the securities are based on the worst performing of the underlyings, a decline beyond the respective coupon
threshold level or respective downside threshold level, as applicable, of any underlying will result in few or no contingent coupon
payments and a potentially significant loss of your investment, even if one or both of the other underlyings have appreciated or
have not declined as much. The securities are for investors who are willing to risk their principal based on the worst performing of
three underlyings and who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of
receiving no quarterly coupons over the entire 1.75-year term. Investors will not participate in any appreciation of any
underlying. The securities 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 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
EURO STOXX® Banks Index (the "SX7E Index"), NASDAQ-100 Index® (the "NDX Index") and
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U nde rlyings:
iShares® Russell 2000® ETF (the "IWM Shares")
Aggre ga t e princ ipa l
$599,000
a m ount :
St a t e d princ ipa l
$1,000 per security
a m ount :
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
February 4, 2020
Origina l issue da t e :
February 7, 2020 (3 business days after the pricing date)
M a t urit y da t e :
November 8, 2021
Cont inge nt qua rt e rly
A contingent coupon will be paid on the securities on each coupon payment date but only if the
c oupon:
closing level of e a c h underlying is at or above its respective c oupon t hre shold le ve l on the
related observation date. If payable, the contingent quarterly coupon will be an amount in cash per
stated principal amount corresponding to a return of 6.25% per annum for each interest payment
period for each applicable observation date.
I f, on a ny obse rva t ion da t e , t he c losing le ve l of a ny unde rlying is le ss t ha n it s
re spe c t ive c oupon t hre shold le ve l, w e w ill pa y no c oupon for t he a pplic a ble
qua rt e rly pe riod. I t is possible t ha t a ny unde rlying w ill re m a in be low it s re spe c t ive
c oupon t hre shold le ve l for e x t e nde d pe riods of t im e or e ve n t hroughout t he e nt ire
1 .7 5 -ye a r t e rm of t he se c urit ie s so t ha t you w ill re c e ive fe w or no c ont inge nt
qua rt e rly c oupons.
T rigge r e ve nt :
A trigger event occurs if, on any index business day (with respect to the SX7E Index and the NDX
Index) or any trading day (with respect to the IWM Shares) from but excluding the pricing date to and
including the final observation date (the "observation period"), the closing level of an applicable
underlying is less than its respective downside threshold level. If a trigger event occurs on a ny
inde x busine ss da y or a ny t ra ding da y , as applicable, during the observation period, you will
be exposed to the downside performance of the worst performing underlying at maturity.
Pa ym e nt a t m a t urit y: At maturity, investors will receive, in addition to the final contingent quarterly coupon payment, if
payable, a payment at maturity determined as follows:
I f a t rigge r e ve nt H AS N OT oc c urre d on a ny inde x busine ss da y (w it h re spe c t t o t he
SX 7 E I nde x a nd t he N DX I nde x ) or a ny t ra ding da y (w it h re spe c t t o t he I WM
Sha re s) from but e x c luding t he pric ing da t e t o a nd inc luding t he fina l obse rva t ion
da t e : the stated principal amount
I f a t rigge r e ve nt H AS oc c urre d on a ny inde x busine ss da y (w it h re spe c t t o t he
SX 7 E I nde x a nd t he N DX I nde x ) or a ny t ra ding da y (w it h re spe c t t o t he I WM
Sha re s) from but e x c luding t he pric ing da t e t o a nd inc luding t he fina l obse rva t ion
da t e : (i) the stated principal amount multiplied by (ii) the performance factor of the worst performing
underlying, subject to a maximum payment at maturity of the stated principal amount.
If a trigger event occurs and the final level of a ny underlying is less than its initial level, the payment
at maturity will be less than the stated principal amount of the securities and could be zero.
Under no circumstances will investors participate in any appreciation of any underlying.

Terms continued on the following page
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
$964.60 per security. See "Investment Summary" beginning on page 3.
t he pric ing da t e :
Com m issions a nd
Age nt 's
issue pric e :
Pric e t o public
c om m issions (1)
Proc e e ds t o us(2)
Pe r
$1,000
$18.75
$981.25
se c urit y
T ot a l
$599,000
$11,231.25
$587,768.75
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of
$18.75 for each security 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.
(2) See "Use of proceeds and hedging" on page 34.
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 1 3 .
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
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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 .
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 Aut o -Ca lla ble Se c urit ie s da t e d
I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7
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
Contingent Income Auto-Callable Securities with Daily Trigger Monitoring due November 8, 2021
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he EU RO ST OX X ® Ba nk s I nde x , t he
N ASDAQ -1 0 0 I nde x ® a nd t he iSha re s® Russe ll 2 0 0 0 ® ET F
Princ ipa l a t Risk Se c urit ie s
Terms continued from previous page:
Ea rly re de m pt ion:
If on any redemption determination date, beginning on May 4, 2020, the closing level of e a c h
underlying is gre a t e r t ha n or e qua l t o its respective call threshold level, the securities will be
automatically redeemed for an early redemption payment on the related early redemption date. No
further payments will be made on the securities once they have been redeemed.
T he se c urit ie s w ill not be re de e m e d e a rly on a ny e a rly re de m pt ion da t e if t he
c losing le ve l of a ny unde rlying is be low t he re spe c t ive c a ll t hre shold le ve l for suc h
unde rlying on t he re la t e d re de m pt ion de t e rm ina t ion da t e .
Ea rly re de m pt ion
The early redemption payment will be an amount equal to the stated principal amount for each
pa ym e nt :
security you hold plus the contingent quarterly coupon with respect to the related observation date.
Re de m pt ion
Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment
de t e rm ina t ion da t e s:
Dates and Early Redemption Dates" below, subject to postponement for non-index business days and
non-trading days, as applicable, and certain market disruption events.
Ea rly re de m pt ion
Beginning on May 7, 2020, quarterly. See "Observation Dates, Redemption Determination Dates,
da t e s:
Coupon Payment Dates and Early Redemption Dates" below. If any such day is not a business day,
that early redemption payment will be made on the next succeeding business day and no adjustment
will be made to any early redemption payment made on that succeeding business day
Dow nside t hre shold
With respect to the SX7E Index: 65.758, which is 70% of its initial level
le ve l:
With respect to the NDX Index: 6,533.839, which is approximately 70% of its initial level
With respect to the IWM Shares: $115.339, which is 70% of its initial level
Coupon t hre shold
With respect to the SX7E Index: 65.758, which is 70% of its initial level
le ve l:
With respect to the NDX Index: 6,533.839, which is approximately 70% of its initial level
With respect to the IWM Shares: $115.339, which is 70% of its initial level
Ca ll t hre shold le ve l:
With respect to the SX7E Index: 89.243, which is 95% of its initial level
With respect to the NDX Index: 8,867.353, which is approximately 95% of its initial level
With respect to the IWM Shares: $156.532, which is approximately 95% of its initial level
I nit ia l le ve l:
With respect to the SX7E Index: 93.94, which is its closing level on the pricing date
With respect to the NDX Index: 9,334.056, which is its closing level on the pricing date
With respect to the IWM Shares: $164.77, which is its closing level on the pricing date
Fina l le ve l:
With respect to each underlying, the respective closing level on the final observation date
Closing le ve l:
With respect to each of the SX7E Index and the NDX Index, on any index business day, the
respective index closing value on such day
With respect to the IWM Shares, on any trading day, the closing price of one IWM Share on such day
times the adjustment factor on such day
Worst pe rform ing
The underlying with the largest percentage decrease from the respective initial level to the respective
unde rlying:
final level
Pe rform a nc e fa c t or:
Final level divided by the initial level
Coupon pa ym e nt
Quarterly, beginning May 7, 2020, as set forth under "Observation Dates, Redemption Determination
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da t e s:
Dates, Coupon Payment Dates and Early Redemption Dates" below; provided that if any such day is
not a business day, that coupon payment will be made on the next succeeding business day and no
adjustment will be made to any coupon payment made on that succeeding business day. The
contingent quarterly coupon, if any, with respect to the final observation date will be paid on the
maturity date
Obse rva t ion da t e s:
Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment
Dates and Early Redemption Dates" below, subject to postponement for non-index business days and
non-trading days, as applicable, and certain market disruption events. We also refer to the
observation date immediately prior to the scheduled maturity date as the final observation date.
Adjust m e nt fa c t or:
With respect to the IWM Shares, 1.0, subject to adjustment in the event of certain events affecting the
IWM Shares
CU SI P / I SI N :
61770FGQ3 / US61770FGQ37
List ing:
The securities will not be listed on any securities exchange.

Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early
Redemption Dates

Obse rva t ion Da t e s / Re de m pt ion
Coupon Pa ym e nt Da t e s / Ea rly Re de m pt ion Da t e s
De t e rm ina t ion Da t e s
May 4, 2020
May 7, 2020
August 3, 2020
August 6, 2020
November 3, 2020
November 6, 2020
February 3, 2021
February 8, 2021
May 3, 2021
May 6, 2021
August 3, 2021
August 6, 2021
November 3, 2021 (final observation date)
November 8, 2021 (maturity date)
February 2020
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities with Daily Trigger Monitoring due November 8, 2021
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he EU RO ST OX X ® Ba nk s I nde x , t he
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Princ ipa l a t Risk Se c urit ie s
Investment Summary

Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

Contingent Income Auto-Callable Securities with Daily Trigger Monitoring due November 8, 2021 All Payments on the Securities
Based on the Worst Performing of the EURO STOXX® Banks Index, the NASDAQ-100 Index® and the iShares® Russell 2000®
ETF (the "securities") do not provide for the regular payment of interest. Instead, the securities will pay a contingent quarterly
coupon but only if the closing level of e a c h underlying is a t or a bove its respective c oupon t hre shold le ve l on the related
observation date. However, if the closing level of a ny underlying is le ss t ha n its respective c oupon t hre shold le ve l on any
observation date, we will pay no interest for the related quarterly period. If the closing level of a ny underlying is le ss t ha n its
respective c oupon t hre shold le ve l on each observation date, you will not receive any contingent quarterly coupon for the entire
1.75-year term of the securities. We refer to these coupons as contingent, because there is no guarantee that you will receive a
coupon payment on any coupon payment date. Even if each underlying were to be at or above its respective coupon threshold
level on some quarterly observation dates, they may not all close at or above their respective coupon threshold levels on other
observation dates, in which case you will not receive some contingent quarterly coupon payments. In addition, if the securities
have not been automatically called prior to maturity and the final level of a ny unde rlying is le ss t ha n its respective downside
threshold level on a ny inde x busine ss da y or a ny t ra ding da y , as applicable, during the observation period, a trigger event
will have occurred and investors will be fully exposed to the decline in the worst performing underlying on a 1-to-1 basis and, if
the final level of a ny underlying is less than its respective initial level, investors will receive a payment at maturity that is less than
the stated principal amount of the securities and could be zero. Investors will not participate in any appreciation of any underlying.
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Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l
inve st m e nt a nd a lso t he risk of not re c e iving a ny c ont inge nt qua rt e rly c oupons t hroughout t he e nt ire 1 .7 5 -
ye a r t e rm of t he se c urit ie s.

M a t urit y:
Approximately 1.75 years
Cont inge nt
A contingent quarterly coupon will be paid on the securities on each coupon payment date but only
qua rt e rly
if the closing level of e a c h underlying is at or above its respective c oupon t hre shold le ve l on
c oupon:
the related observation date. If payable, the contingent quarterly coupon will be an amount in cash
per stated principal amount corresponding to a return of 6.25% per annum for each interest
payment period for each applicable observation date. I f, on a ny obse rva t ion da t e , t he
c losing le ve l of a ny unde rlying is le ss t ha n t he re spe c t ive c oupon t hre shold le ve l,
w e w ill pa y no c oupon for t he a pplic a ble qua rt e rly pe riod.
Aut om a t ic e a rly
If the closing level of e a c h underlying is gre a t e r t ha n or e qua l t o its c a ll t hre shold le ve l
re de m pt ion:
on any quarterly redemption determination date, beginning on May 4, 2020, the securities will be
automatically redeemed for an early redemption payment equal to the stated principal amount plus
the contingent quarterly coupon with respect to the related observation date. No further payments
will be made on the securities once they have been redeemed.
T rigge r e ve nt :
A trigger event occurs if, on any index business day (with respect to the SX7E Index and the NDX
Index) or any trading day (with respect to the IWM Shares) from but excluding the pricing date to
and including the final observation date (the "observation period"), the closing level of an applicable
underlying is less than its respective downside threshold level. If a trigger event occurs on a ny
inde x busine ss da y or a ny t ra ding da y , as applicable, during the observation period, you
will be exposed to the downside performance of the worst performing underlying at maturity.
Pa ym e nt a t
At maturity, investors will receive, in addition to the final contingent quarterly coupon payment, if
m a t urit y:
payable, a payment at maturity determined as follows:

I f a t rigge r e ve nt H AS N OT oc c urre d on a ny inde x busine ss da y or a ny t ra ding da y
from but e x c luding t he pric ing da t e t o a nd inc luding t he fina l obse rva t ion da t e ,
investors will receive at maturity the stated principal amount.
February 2020
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities with Daily Trigger Monitoring due November 8, 2021
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he EU RO ST OX X ® Ba nk s I nde x , t he
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Princ ipa l a t Risk Se c urit ie s

I f a t rigge r e ve nt H AS oc c urre d on a ny inde x busine ss da y or a ny t ra ding da y
from but e x c luding t he pric ing da t e t o a nd inc luding t he fina l obse rva t ion da t e ,
investors will receive a payment at maturity equal to: (i) the stated principal amount multiplied by (ii)
the performance factor of the worst performing underlying, subject to a maximum payment at
maturity of the stated principal amount.

If a trigger event occurs and the final level of a ny underlying is less than its initial level, the
payment at maturity will be less than the stated principal amount of the securities and could be
zero.

Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of
losing t he ir e nt ire init ia l inve st m e nt . I nve st ors w ill not pa rt ic ipa t e in a ny
a ppre c ia t ion of a ny unde rlying.

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
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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 $964.60.

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 underlyings. The estimated value of the securities is determined using our own pricing
and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, 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 contingent quarterly coupon rate, the coupon threshold levels, call
threshold levels and the downside threshold levels, 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 underlyings, 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 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 underlyings, 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.

February 2020
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities with Daily Trigger Monitoring due November 8, 2021
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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 provide for the regular payment of interest. Instead, the securities will pay a contingent quarterly coupon but
only if the closing level of e a c h underlying is a t or a bove its respective c oupon t hre shold le ve l on the related observation
date. However, if the closing level of a ny underlying is le ss t ha n its respective c oupon t hre shold le ve l on any observation
date, we will pay no interest for the related quarterly period. The securities have been designed for investors who are willing to
forgo market floating interest rates and accept the risk of receiving no coupon payments for the entire 1.75-year term of the
securities in exchange for an opportunity to earn interest at a potentially above-market rate if each underlying closes at or above its
respective coupon threshold level on the quarterly observation dates until the securities are redeemed early or reach maturity.

The following scenarios are for illustrative purposes only to demonstrate how the coupon and the payment at maturity (if the
securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every situation that may
occur. Accordingly, the securities may or may not be redeemed, the contingent quarterly coupon may be payable in none of, or
some but not all of, the quarterly periods during the 1.75-year term of the securities and the payment at maturity may be less than
70% of the stated principal amount of the securities and may be zero.

Sc e na rio 1 : T he se c urit ie s
This scenario assumes that, prior to early redemption, each underlying closes at or above its
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a re re de e m e d prior t o
c oupon t hre shold le ve l on some quarterly observation dates, but one or more
m a t urit y
underlyings close below the respective coupon threshold level(s) on the others. Investors
receive the contingent quarterly coupon, corresponding to a return of 6.25% per annum, for
the quarterly periods for which each closing level is at or above the respective coupon
threshold level on the related observation date, but not for the quarterly periods for which
any closing level is below the respective coupon threshold level on the related observation
date.

When e a c h underlying closes at or above its respective c a ll t hre shold le ve l on a
quarterly redemption determination date, the securities will be automatically redeemed for
the stated principal amount plus the contingent quarterly coupon with respect to the related
observation date.
Sc e na rio 2 : T he se c urit ie s
This scenario assumes that a trigger event has not occurred, as each underlying has closed
a re not re de e m e d prior t o
at or above the respective downside threshold level on each index business day or each
m a t urit y, a nd inve st ors
trading day, as applicable, during the observation period. In addition, each underlying closes
re c e ive princ ipa l ba c k a t
below the call threshold level on every quarterly redemption determination
m a t urit y
date. Consequently, the securities are not automatically redeemed, and investors receive
the contingent quarterly coupon for each quarterly period, as each underlying closing level
was at or above the respective coupon barrier level on each observation date. Because a
trigger event has not occurred on a ny inde x busine ss da y or a ny t ra ding da y , as
applicable, during the observation period, at maturity, investors will receive the stated
principal amount and the contingent quarterly coupon with respect to the final observation
date.
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Princ ipa l a t Risk Se c urit ie s
Sc e na rio 3 : T he se c urit ie s
This scenario assumes that each underlying closes at or above its respective coupon barrier
a re not re de e m e d prior t o
level on some quarterly observation dates, but one or more underlying close below the
m a t urit y, a t rigge r e ve nt
respective coupon barrier level(s) on the others, and each underlying closes below the
oc c urs on a ny inde x
respective call threshold level on every quarterly redemption determination
busine ss da y or a ny
date. Consequently, the securities are not automatically redeemed and a trigger event will
t ra ding da y, a s a pplic a ble ,
have occurred. Investors receive the contingent quarterly coupon for the quarterly periods for
during t he obse rva t ion
which each underlying closing level is at or above the respective coupon barrier level on the
pe riod a nd inve st ors
related observation date, but not for the quarterly periods for which any underlying closing
suffe r a loss of princ ipa l
level is below the respective coupon barrier level on the related observation date. On the
a t m a t urit y
final observation date, one or more underlying close below the respective initial level(s). At
maturity, investors will receive an amount equal to the stated principal amount multiplied by
the performance factor of the worst performing underlying. Under these circumstances, the
payment at maturity will be less than the stated principal amount and could be zero.

If a trigger event occurs on a ny inde x busine ss da y or a ny t ra ding da y , as
applicable, during the observation period, investors will have full downside exposure to the
worst performing underlying at maturity. Under these circumstances, if the final level of a ny
underlying is less than its respective initial level, investors will lose some or all of their
investment in the securities.
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How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the closing levels on each quarterly
observation date, (2) the closing levels on each quarterly redemption determination date and (3) the final levels. Please see
"Hypothetical Examples" beginning on page 9 for illustration of hypothetical payouts on the securities.

Dia gra m # 1 : Cont inge nt Qua rt e rly Coupons (Be ginning on t he First Coupon Pa ym e nt Da t e unt il Ea rly
Re de m pt ion or M a t urit y)


Dia gra m # 2 : Aut om a t ic Ea rly Re de m pt ion


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Contingent Income Auto-Callable Securities with Daily Trigger Monitoring due November 8, 2021
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Princ ipa l a t Risk Se c urit ie s
Dia gra m # 3 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs


For more information about the payout upon an early redemption or at maturity in different hypothetical scenarios, see "Hypothetical
Examples" starting on page 9.

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Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent quarterly coupon is paid with respect to an
observation date and how to calculate the payment at maturity, if any, if the securities have not been automatically redeemed
early. The following examples are for illustrative purposes only. Whether you receive a contingent quarterly coupon will be
determined by reference to the closing level of each underlying on each quarterly observation date, and the amount you will receive
at maturity, if any, will be determined by reference to the closing level of each underlying throughout the observation period. The
actual initial level, coupon threshold level and downside threshold level for each underlying are set forth on the cover of this
document. All payments on the securities, if any, are subject to our credit risk. The numbers in the hypothetical examples below
may have been rounded for the ease of analysis. The below examples are based on the following terms:

Contingent Quarterly Coupon:
A contingent quarterly coupon will be paid on the securities on each coupon payment date but
only if the closing level of e a c h underlying is at or above its respective c oupon t hre shold
le ve l on the related observation date. If payable, the contingent quarterly coupon will be an
amount in cash per stated principal amount corresponding to a return of 6.25% per annum
(corresponding to approximately $15.625 per quarter per security*) for each interest payment
period for each applicable observation date.
Automatic Early Redemption:
If the closing level of e a c h underlying is greater than or equal to its respective c a ll
t hre shold le ve l on any quarterly redemption determination date, the securities will be
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automatically redeemed for an early redemption payment equal to the stated principal amount
plus the contingent quarterly coupon with respect to the related observation date.
Trigger event:
A trigger event occurs if, on any index business day (with respect to the SX7E Index and the
NDX Index) or any trading day (with respect to the IWM Shares) from but excluding the pricing
date to and including the final observation date (the "observation period"), the closing level of
an applicable underlying is less than its respective downside threshold level. If a trigger event
occurs on a ny inde x busine ss da y or a ny t ra ding da y , as applicable, during the
observation period, investors will be exposed to the downside performance of the worst
performing underlying at maturity.
Payment at Maturity (if the
At maturity, investors will receive, in addition to the final contingent quarterly coupon payment,
securities have not been
if payable, a payment at maturity determined as follows:
automatically redeemed early):

I f a t rigge r e ve nt H AS N OT oc c urre d on a ny inde x busine ss da y or a ny t ra ding
da y from but e x c luding t he pric ing da t e t o a nd inc luding t he fina l obse rva t ion
da t e : the stated principal amount

I f a t rigge r e ve nt H AS oc c urre d on a ny inde x busine ss da y or a ny t ra ding da y
from but e x c luding t he pric ing da t e t o a nd inc luding t he fina l obse rva t ion
da t e : (i) the stated principal amount multiplied by (ii) the performance factor of the worst
performing underlying, subject to a maximum payment at maturity of the stated principal
amount.

If a trigger event occurs and the final level of a ny underlying is less than its initial level, the
payment at maturity will be less than the stated principal amount of the securities and could be
zero.

Under no circumstances will investors participate in any appreciation of any underlying.
Stated Principal Amount:
$1,000
Hypothetical Initial Level:
With respect to the SX7E Index: 100

With respect to the NDX Index: 9,000

With respect to the IWM Shares: $150
Hypothetical Coupon Threshold
With respect to the SX7E Index: 70, which is 70% of the hypothetical initial level for such
Level:
underlying

With respect to the NDX Index: 6,300, which is 70% of the hypothetical initial level for such
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Contingent Income Auto-Callable Securities with Daily Trigger Monitoring due November 8, 2021
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underlying

With respect to the IWM Shares: $105, which is 70% of the hypothetical initial level for such
underlying
Hypothetical Downside
With respect to the SX7E Index: 70, which is 70% of the hypothetical initial level for such
Threshold Level:
underlying

With respect to the NDX Index: 6,300, which is 70% of the hypothetical initial level for such
underlying
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Document Outline