Bond Morgan Stanley Financial 10.5% ( US61770FQX77 ) in USD

Issuer Morgan Stanley Financial
Market price 100 %  ⇌ 
Country  United States
ISIN code  US61770FQX77 ( in USD )
Interest rate 10.5% per year ( payment 2 times a year)
Maturity 31/03/2025 - Bond has expired



Prospectus brochure of the bond Morgan Stanley Finance US61770FQX77 in USD 10.5%, expired


Minimal amount 1 000 USD
Total amount 1 188 000 USD
Cusip 61770FQX7
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 US61770FQX77, pays a coupon of 10.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2025







424B2 1 dp124902_424b2-ps3601.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Contingent Income Auto-Callable Securities due
$1,188,000

$154.20
2025

M a rc h 2 0 2 0
Pricing Supplement No. 3,601
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 26, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due March 31, 2025, with 1-Year Initial Non-Call Period
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 Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The 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 monthly coupon but only if the index
closing value of e a c h of the Russell 2000® Index, the NASDAQ-100 Index® a nd the Dow Jones Industrial AverageSM is a t or
a bove 70% of its respective initial index value, which we refer to as the respective c oupon t hre shold le ve l, on the related
observation date. However, if the index closing value of a ny underlying index 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 monthly period. In addition, starting one year after the original issue date,
the securities will be automatically redeemed if the index closing 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 init ia l inde x va lue on any quarterly redemption determination date, for the early redemption payment equal to the
sum of the stated principal amount plus the related contingent monthly 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 index value of e a c h
underlying index is gre a t e r t ha n or e qua l t o 70% of its respective initial index value, which we refer to as the respective
downside threshold level, the payment at maturity will be the stated principal amount and the related contingent monthly coupon. If,
however, the final index value of a ny underlying index is le ss t ha n its respective downside threshold level, investors will be fully
exposed to the decline in the worst performing underlying index on a 1-to-1 basis and will receive a payment at maturity that is
le ss t ha n 70% of 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 m ont hly c oupons t hroughout t he 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 underlying indices, a decline beyond the respective coupon threshold level or
respective downside threshold level, as applicable, of any underlying index will result in few or no contingent coupon payments or a
significant loss of your investment, even if one or both of the other underlying indices have appreciated or have not declined as
much. These long-dated securities are for investors who are willing to risk their principal based on the worst performing of three
underlying indices and who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of
receiving no monthly coupons over the entire 5-year term, with no possibility of being called out of the securities until after the
initial 1-year non-call period. Investors will not participate in any appreciation of any underlying index. 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
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Russell 2000® Index (the "RTY Index"), NASDAQ-100 Index® (the "NDX Index") and Dow Jones
U nde rlying indic e s:
Industrial AverageSM (the "INDU Index")
Aggre ga t e princ ipa l
$1,188,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per security
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
March 26, 2020
Origina l issue da t e :
March 31, 2020 (3 business days after the pricing date)
M a t urit y da t e :
March 31, 2025
Cont inge nt m ont hly
A contingent coupon will be paid on the securities on each coupon payment date but only if the
c oupon:
index closing value of e a c h underlying index is at or above its respective c oupon t hre shold
le ve l on the related observation date. If payable, the contingent monthly coupon will be an
amount in cash per stated principal amount corresponding to a return of 10.50% per annum
(corresponding to approximately $8.75 per month per security) for each interest payment period
for each applicable observation date.
I f, on a ny obse rva t ion da t e , t he inde x c losing va lue of a ny unde rlying inde x 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 m ont hly pe riod. I t is possible t ha t a ny unde rlying inde x 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 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 m ont hly c oupons.
Pa ym e nt a t m a t urit y:
If the securities have not been automatically redeemed prior to maturity, the payment at maturity
will be determined as follows:
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
downside threshold level, investors will receive the stated principal amount plus the contingent
monthly coupon with respect to the final observation date.
If the final index value of a ny underlying index is le ss t ha n its respective downside threshold
level, investors will receive (i) the stated principal amount multiplied by (ii) the index performance
factor of the worst performing underlying index. Under these circumstances, the payment at
maturity will be less than 70% of the stated principal amount of the securities and could be zero.

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 t he
$915.90 per security. See "Investment Summary" beginning on page 4.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
pric e :
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
Pe r se c urit y
$1,000
$42
$958
T ot a l
$1,188,000
$49,896
$1,138,104
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $42 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 for auto-callable securities.
(2) See "Use of proceeds and hedging" on page 31.
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 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
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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 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
Contingent Income Auto-Callable Securities due March 31, 2025, with 1-Year Initial Non-Call Period
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 Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
Ea rly re de m pt ion:
The securities are not subject to automatic early redemption until one year after the original issue
date. Following this initial 1-year non-call period, if, on any redemption determination date,
beginning on March 26, 2021, the index closing 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, 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
inde x c losing va lue of a ny unde rlying inde x is be low t he re spe c t ive init ia l inde x
va lue for suc h unde rlying inde x 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 monthly coupon with respect to the related observation date.
Re de m pt ion de t e rm ina t ion Beginning after one year, quarterly, on March 26, 2021, June 28, 2021, September 27, 2021,
da t e s:
December 27, 2021, March 28, 2022, June 27, 2022, September 26, 2022, December 27, 2022,
March 27, 2023, June 26, 2023, September 26, 2023, December 26, 2023, March 26, 2024,
June 26, 2024, September 26, 2024 and December 26, 2024, subject to postponement for non-
index business days and certain market disruption events.
Ea rly re de m pt ion da t e s:
Beginning after one year, quarterly, on March 31, 2021, July 1, 2021, September 30, 2021,
December 30, 2021, March 31, 2022, June 30, 2022, September 29, 2022, December 30, 2022,
March 30, 2023, June 29, 2023, September 29, 2023, December 29, 2023, March 29, 2024, July
1, 2024, October 1, 2024 and December 31, 2024. 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 le ve l: With respect to the RTY Index: 826.223, which is approximately 70% of its initial index value
With respect to the NDX Index: 5,527.990, which is approximately 70% of its initial index value
With respect to the INDU Index: 15,786.519, which is 70% of its initial index value
Coupon t hre shold le ve l:
With respect to the RTY Index: 826.223, which is approximately 70% of its initial index value
With respect to the NDX Index: 5,527.990, which is approximately 70% of its initial index value
With respect to the INDU Index: 15,786.519, which is 70% of its initial index value
I nit ia l inde x va lue :
With respect to the RTY Index: 1,180.319, which is its index closing value on the pricing date
With respect to the NDX Index: 7,897.128, which is its index closing value on the pricing date
With respect to the INDU Index: 22,552.17, which is its index closing value on the pricing date
Fina l inde x va lue :
With respect to each index, the respective index closing value on the final observation date
Worst pe rform ing
The underlying index with the largest percentage decrease from the respective initial index value
unde rlying:
to the respective final index value
I nde x pe rform a nc e fa c t or: Final index value divided by the initial index value
Coupon pa ym e nt da t e s:
Monthly, beginning April 30, 2020, as set forth under "Observation Dates and Coupon Payment
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
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payment made on that succeeding business day. The contingent monthly 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:
Monthly, as set forth under "Observation Dates and Coupon Payment Dates" below, subject to
postponement for non-index business days and certain market disruption events. We also refer
to the observation date immediately prior to the scheduled maturity date as the final observation
date.
CU SI P / I SI N :
61770FQX7 / US61770FQX77
List ing:
The securities will not be listed on any securities exchange.

Observation Dates and Coupon Payment Dates
Obse rva t ion Da t e s
Coupon Pa ym e nt Da t e s
April 27, 2020
April 30, 2020
May 26, 2020
May 29, 2020
June 26, 2020
July 1, 2020
July 27, 2020
July 30, 2020
August 26, 2020
August 31, 2020
September 28, 2020
October 1, 2020
October 26, 2020
October 29, 2020
November 27, 2020
December 2, 2020
December 28, 2020
December 31, 2020
January 26, 2021
January 29, 2021
February 26, 2021
March 3, 2021
March 26, 2021
March 31, 2021
April 26, 2021
April 29, 2021
May 26, 2021
June 1, 2021
June 28, 2021
July 1, 2021
July 26, 2021
July 29, 2021
August 26, 2021
August 31, 2021
September 27, 2021
September 30, 2021
October 26, 2021
October 29, 2021
November 26, 2021
December 1, 2021
December 27, 2021
December 30, 2021
January 26, 2022
January 31, 2022
February 28, 2022
March 3, 2022
March 28, 2022
March 31, 2022

March 2020
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2025, with 1-Year Initial Non-Call Period
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 Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Obse rva t ion Da t e s
Coupon Pa ym e nt Da t e s
April 26, 2022
April 29, 2022
May 26, 2022
June 1, 2022
June 27, 2022
June 30, 2022
July 26, 2022
July 29, 2022
August 26, 2022
August 31, 2022
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September 26, 2022
September 29, 2022
October 26, 2022
October 31, 2022
November 28, 2022
December 1, 2022
December 27, 2022
December 30, 2022
January 26, 2023
January 31, 2023
February 27, 2023
March 2, 2023
March 27, 2023
March 30, 2023
April 26, 2023
May 1, 2023
May 26, 2023
June 1, 2023
June 26, 2023
June 29, 2023
July 26, 2023
July 31, 2023
August 28, 2023
August 31, 2023
September 26, 2023
September 29, 2023
October 26, 2023
October 31, 2023
November 27, 2023
November 30, 2023
December 26, 2023
December 29, 2023
January 26, 2024
January 31, 2024
February 26, 2024
February 29, 2024
March 26, 2024
March 29, 2024
April 26, 2024
May 1, 2024
May 28, 2024
May 31, 2024
June 26, 2024
July 1, 2024
July 26, 2024
July 31, 2024
August 26, 2024
August 29, 2024
September 26, 2024
October 1, 2024
October 28, 2024
October 31, 2024
November 26, 2024
December 2, 2024
December 26, 2024
December 31, 2024
January 27, 2025
January 30, 2025
February 26, 2025
March 3, 2025
March 26, 2025 (final observation date)
March 31, 2025 (maturity date)

March 2020
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2025, with 1-Year Initial Non-Call Period
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 Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
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 due March 31, 2025, with 1-Year Initial Non-Call Period All Payments on the Securities
Based on the Worst Performing of the Russell 2000® Index, the NASDAQ-100 Index® and the Dow Jones Industrial AverageSM
(the "securities") do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon
but only if the index closing value of e a c h underlying index is a t or a bove its respective c oupon t hre shold le ve l on the
related observation date. However, if the index closing value of a ny underlying index 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 monthly period. If the index closing value of a ny
underlying index 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
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contingent monthly coupon for the entire 5-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 index were to be at or
above its respective coupon threshold level on some monthly 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 monthly coupon payments.
In addition, if the securities have not been automatically called prior to maturity and the final index value of a ny unde rlying
inde x is le ss t ha n its respective downside threshold level, investors will be fully exposed to the decline in the worst performing
underlying index on a 1-to-1 basis, and will receive a payment at maturity that is less than 70% of 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 m ont hly c oupons
t hroughout t he e nt ire 5 -ye a r t e rm of t he se c urit ie s.

M a t urit y:
5 years
Cont inge nt m ont hly
A contingent monthly coupon will be paid on the securities on each coupon payment date
c oupon:
but only if the index closing value of e a c h underlying index is at or above its respective
c oupon t hre shold le ve l on the related observation date. If payable, the contingent
monthly coupon will be an amount in cash per stated principal amount corresponding to a
return of 10.50% per annum (corresponding to approximately $8.75 per month per security)
for each interest payment period for each applicable observation date. I f, on a ny
obse rva t ion da t e , t he inde x c losing va lue of a ny unde rlying inde x 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 m ont hly pe riod.
Aut om a t ic e a rly
If the index closing value of e a c h underlying index is gre a t e r t ha n or e qua l t o its
re de m pt ion
init ia l inde x va lue on any quarterly redemption determination date, beginning on March
be ginning a ft e r one
26, 2021 (approximately one year after the original issue date), the securities will be
ye a r:
automatically redeemed for an early redemption payment equal to the stated principal
amount plus the contingent monthly coupon with respect to the related observation date.
No further payments will be made on the securities once they have been redeemed.
Pa ym e nt a t
If the securities have not been automatically redeemed prior to maturity, the payment at
m a t urit y:
maturity will be determined as follows:
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 downside threshold level, investors will receive the stated principal amount and
the contingent monthly coupon with respect to the final observation date.
If the final index value of a ny underlying index is le ss t ha n its downside threshold level,
investors will receive a payment at maturity equal to the stated principal amount times the
index performance factor of the worst performing underlying index. Under these
circumstances, the payment at maturity will be less than 70% of the stated principal
amount of the securities and could be zero. No monthly coupon will be payable at maturity.
Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o

March 2020
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2025, with 1-Year Initial Non-Call Period
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 Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s

a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt .

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 $915.90.

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
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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 contingent monthly coupon rate, the coupon 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 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 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. 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.

March 2020
Page 5
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2025, with 1-Year Initial Non-Call Period
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 Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
K e y I nve st m e nt Ra t iona le

The securities do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but
only if the index closing value of e a c h underlying index is a t or a bove its respective c oupon t hre shold le ve l on the related
observation date. However, if the index closing value of a ny underlying index 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 monthly 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
5-year term of the securities in exchange for an opportunity to earn interest at a potentially above-market rate if each underlying
index closes at or above its respective coupon threshold level on the monthly 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 monthly coupon may be payable in none of, or some but
not all of, the monthly periods during the 5-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 index closes at or
a re re de e m e d prior t o
above its c oupon t hre shold le ve l on some monthly observation dates, but one or more
m a t urit y
underlying indices close below the respective coupon threshold level(s) on the others.
Investors receive the contingent monthly coupon, corresponding to a return of 10.50% per
annum, for the monthly periods for which each index closing value is at or above the
respective coupon threshold level on the related observation date, but not for the monthly
periods for which any index closing value is below the respective coupon threshold level on
the related observation date.
Starting after one year, when e a c h underlying index closes at or above its respective init ia l
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inde x va lue on a quarterly redemption determination date, the securities will be
automatically redeemed for the stated principal amount plus the contingent monthly coupon
with respect to the related observation date.
Sc e na rio 2 : T he se c urit ie s
This scenario assumes that each underlying index closes at or above the respective coupon
a re not re de e m e d prior t o
threshold level on some monthly observation dates, but one or more underlying indices close
m a t urit y, a nd inve st ors
below the respective coupon threshold level(s) on the others, and each underlying index closes
re c e ive princ ipa l ba c k a t
below its respective initial index value on every quarterly redemption determination date.
m a t urit y
Consequently, the securities are not automatically redeemed, and investors receive the
contingent monthly coupon, corresponding to a return of 10.50% per annum, for the monthly
periods for which each index closing value is at or above the respective coupon threshold
level on the related observation date, but not for the monthly periods for which any index
closing value is below the respective coupon threshold level on the related observation date.
On the final observation date, each underlying index closes at or above its downside threshold
level. At maturity, investors will receive the stated principal amount and the contingent monthly
coupon with respect to the final observation date.

March 2020
Page 6
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2025, with 1-Year Initial Non-Call Period
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 Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
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 index closes at or above its respective coupon
a re not re de e m e d prior t o
threshold level on some monthly observation dates, but one or more underlying indices close
m a t urit y, a nd inve st ors
below the respective coupon threshold level(s) on the others, and each underlying index closes
suffe r a subst a nt ia l loss of
below its respective initial index value on every quarterly redemption determination date.
princ ipa l a t m a t urit y
Consequently, the securities are not automatically redeemed, and investors receive the
contingent monthly coupon, corresponding to a return of 10.50% per annum, for the monthly
periods for which each index closing value is at or above the respective coupon threshold
level on the related observation date, but not for the monthly periods for which any index
closing value is below the respective coupon threshold level on the related observation date.
On the final observation date, one or more underlying indices close below the respective
downside threshold level(s). At maturity, investors will receive an amount equal to the stated
principal amount multiplied by the index performance factor of the worst performing underlying
index. Under these circumstances, the payment at maturity will be less than 70% of the stated
principal amount and could be zero. No coupon will be paid at maturity in this scenario.

March 2020
Page 7
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2025, with 1-Year Initial Non-Call Period
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 Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the index closing values on each
monthly observation date, (2) the index closing values on each quarterly redemption determination date (starting after one year)
and (3) the final index values. Please see "Hypothetical Examples" beginning on page 10 for illustration of hypothetical payouts on
the securities.

Dia gra m # 1 : Cont inge nt M ont hly 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)

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Dia gra m # 2 : Aut om a t ic Ea rly Re de m pt ion (St a rt ing a ft e r one ye a r)


March 2020
Page 8
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2025, with 1-Year Initial Non-Call Period
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 Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
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

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For more information about the payout upon an early redemption or at maturity in different hypothetical scenarios, see "Hypothetical
Examples" starting on page 10.

March 2020
Page 9
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2025, with 1-Year Initial Non-Call Period
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 Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent monthly 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 monthly coupon will be determined by
reference to the index closing value of each underlying index on each monthly observation date, and the amount you will receive at
maturity, if any, will be determined by reference to the final index value of each underlying index on the final observation date. The
actual initial index value, coupon threshold level and downside threshold level for each underlying index 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 Monthly Coupon:
A contingent monthly coupon will be paid on the securities on each coupon payment date but
only if the index closing value of e a c h underlying index is at or above its respective c oupon
t hre shold le ve l on the related observation date. If payable, the contingent monthly coupon
will be an amount in cash per stated principal amount corresponding to a return of 10.50% per
annum for each interest payment period for each applicable observation date. These
hypothetical examples reflect the contingent monthly coupon rate of 10.50% per annum
(corresponding to approximately $8.75 per month per security*).
Automatic Early Redemption
If the index closing value of e a c h underlying index is greater than or equal to its respective
(starting after one year):
init ia l inde x va lue on any quarterly redemption determination date, the securities will be
automatically redeemed for an early redemption payment equal to the stated principal amount
plus the contingent monthly coupon with respect to the related observation date.
Payment at Maturity (if the
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
securities have not been
downside threshold level, investors will receive the stated principal amount plus the contingent
automatically redeemed early):
monthly coupon with respect to the final observation date.
If the final index value of a ny underlying index is le ss t ha n its respective downside threshold
level, investors will receive a payment at maturity equal to the stated principal amount multiplied
by the index performance factor of the worst performing underlying index. Under these
circumstances, the payment at maturity will be less than 70% of the stated principal amount of
the securities and could be zero.
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