Bond Morgan Stanley Financial 13.15% ( US61771BBW37 ) in USD

Issuer Morgan Stanley Financial
Market price 100 %  ▼ 
Country  United States
ISIN code  US61771BBW37 ( in USD )
Interest rate 13.15% per year ( payment 2 times a year)
Maturity 03/11/2022 - Bond has expired



Prospectus brochure of the bond Morgan Stanley Finance US61771BBW37 in USD 13.15%, expired


Minimal amount 1 000 USD
Total amount 1 250 000 USD
Cusip 61771BBW3
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.

This financial article outlines a bond issuance, identified by ISIN US61771BBW37 and CUSIP 61771BBW3, originated by Morgan Stanley Finance, a crucial funding entity and wholly-owned subsidiary of Morgan Stanley, a globally recognized financial services institution providing comprehensive investment banking, securities, wealth management, and investment management solutions; this USD-denominated bond, issued from the United States, carried an interest rate of 13.15%, represented a total issue size of 1,250,000 USD, had a minimum purchase size of 1,000 USD, and featured semi-annual interest payments, having successfully reached its maturity on November 3, 2022, and subsequently been redeemed at its par value, consistent with its 100% market price at maturity.







424B2 1 dp127558_424b2-ps4046.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
$1,250,000

$162.25
2022

April 2 0 2 0
Pricing Supplement No. 4,046
Registration Statement Nos. 333-221595; 333-221595-01
Dated April 30, 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 November 3, 2022
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 Com m on St oc k of Ant he m , I nc ., t he
Com m on St oc k of H um a na I nc . a nd t he Com m on St oc k of U nit e dH e a lt h Group I nc orpora t e d
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 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 determination closing
price of e a c h of t he c om m on st oc k of Ant he m , I nc ., t he c om m on st oc k of H um a na I nc . a nd t he c om m on st oc k
of U nit e dH e a lt h Group I nc orpora t e d, which we refer to collectively as the underlying stocks, is a t or a bove 60% of its
respective initial share price, which we refer to as the respective downside threshold level, on the related observation date. If,
however, the determination closing price of a ny unde rlying st oc k is less than its respective downside threshold level on any
observation date, we will pay no interest for the related quarterly period. In addition, the securities will be automatically redeemed if
the determination closing price of e a c h unde rlying st oc k is gre a t e r t ha n or e qua l t o 100% of its respective initial share
price, which we refer to as the respective call threshold level, 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. At maturity, if the
securities have not previously been redeemed and the final share price of e a c h unde rlying st oc k is gre a t e r t ha n or e qua l
t o its respective downside threshold level, the payment at maturity will also be the sum of the stated principal amount and the
related contingent quarterly coupon. However, if the final share price of a ny unde rlying st oc k is le ss t ha n its respective
downside threshold level, investors will be exposed to the decline in the worst performing underlying stock on a 1-to-1 basis and
will receive a payment at maturity that is less than 60% 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 qua rt e rly c oupons t hroughout t he 2 .5 -ye a r
t e rm of t he se c urit ie s. The securities are for investors who are willing to risk their principal and seek an opportunity to earn
interest at a potentially above-market rate in exchange for the risk of receiving no quarterly interest over the entire 2.5-year term
and in exchange for the possibility of an automatic early redemption prior to maturity. Because the payment of contingent quarterly
coupons is based on the worst performing of the underlying stocks, the fact that the securities are linked to three underlying stocks
does not provide any asset diversification benefits and instead means that a decline of a ny underlying stock below the relevant
downside threshold level will result in no contingent quarterly coupons, even if one or more of the other underlying stocks close at
or above the respective downside threshold levels. Because all payments on the securities are based on the worst performing of
the underlying stocks, a decline beyond the respective downside threshold level of any underlying stock will result in no contingent
quarterly coupon payments and a significant loss of your investment, even if one or more of the other underlying stocks have
appreciated or have not declined as much. Investors will not participate in any appreciation of any underlying stock. 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
https://www.sec.gov/Archives/edgar/data/895421/000095010320008890/dp127558_424b2-ps4046.htm[5/4/2020 1:56:03 PM]


I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
Anthem, Inc. common stock (the "ANTM Stock"), Humana Inc. common stock (the "HUM Stock")
U nde rlying st oc k s:
and UnitedHealth Group Incorporated common stock (the "UNH Stock")
Aggre ga t e princ ipa l
$1,250,000
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
Pric ing da t e :
April 30, 2020
Origina l issue da t e :
May 5, 2020 (3 business days after the pricing date)
M a t urit y da t e :
November 3, 2022
Ea rly re de m pt ion:
If, on any redemption determination date, beginning on July 30, 2020, the determination closing
price of e a c h unde rlying st oc k is greater than or equal to 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
de t e rm ina t ion c losing pric e of a ny unde rlying st oc k is be low it s re spe c t ive c a ll
t hre shold le ve l 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 (i) the stated principal amount for each
pa ym e nt :
security you hold plus (ii) the contingent quarterly coupon with respect to the related observation
date.
De t e rm ina t ion c losing
With respect to each underlying stock, the closing price of such underlying stock on any
pric e :
redemption determination date or observation date (other than the final observation date), times
the adjustment factor on such determination date or observation date, as applicable
Re de m pt ion de t e rm ina t ion Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon
da t e s:
Payment Dates and Early Redemption Dates" below, subject to postponement for non-trading
days and certain market disruption events
Ea rly re de m pt ion da t e s:
Starting on August 4, 2020, quarterly. See "Observation Dates, Redemption Determination Dates,
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.
Cont inge nt qua rt e rly
A contingent quarterly coupon at an annual rate of 13.15% (corresponding to approximately
c oupon:
$32.875 per quarter per security) will be paid on the securities on each coupon payment date but
only if the determination closing price of e a c h unde rlying st oc k is at or above its respective
downside threshold level on the related observation date.
I f, on a ny obse rva t ion da t e , t he de t e rm ina t ion c losing pric e of a ny unde rlying
st oc k is le ss t ha n it s re spe c t ive dow nside t hre shold le ve l, no c ont inge nt
qua rt e rly c oupon w ill be pa id w it h re spe c t t o t ha t obse rva t ion da t e . I t is
possible t ha t one or m ore unde rlying st oc k s w ill re m a in be low t he ir re spe c t ive
dow nside t hre shold le ve ls for e x t e nde d pe riods of t im e or e ve n t hroughout t he
e nt ire 2 .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.
With respect to the ANTM Stock, $168.438, which is equal to 60% of its initial share price
Dow nside t hre shold le ve l: With respect to the HUM Stock, $229.092, which is equal to 60% of its initial share price
With respect to the UNH Stock, $175.482, which is equal to 60% of its initial share price
With respect to the ANTM Stock, $280.73, which is equal to 100% of its initial share price
Ca ll t hre shold le ve l:
With respect to the HUM Stock, $381.82, which is equal to 100% of its initial share price
With respect to the UNH Stock, $292.47, which is equal to 100% of its initial share price
Pa ym e nt a t m a t urit y:
If the securities are not redeemed prior to maturity, investors will receive a payment at maturity
determined as follows:
· If the final share price of each underlying stock is greater than or equal to its
https://www.sec.gov/Archives/edgar/data/895421/000095010320008890/dp127558_424b2-ps4046.htm[5/4/2020 1:56:03 PM]


respective downside threshold level: (i) the stated principal amount plus (ii) the contingent
quarterly coupon with respect to the final observation date
· If the final share price of any underlying stock is less than its respective downside
threshold level: (i) the stated principal amount multiplied by (ii) the share performance factor of
the worst performing underlying stock
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 40%, and possibly all, of
your investment.

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
$903.00 per security. See "Investment Summary" beginning on page 3.
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
$32.50
$967.50
T ot a l
$1,250,000
$40,625
$1,209,375
(1) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of
$32.50 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 32.
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 2 .
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 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 ving 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 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 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 November 3, 2022
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 Com m on St oc k of Ant he m , I nc ., t he
Com m on St oc k of H um a na I nc . a nd t he Com m on St oc k of U nit e dH e a lt h Group I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
I nit ia l sha re pric e :
With respect to the ANTM Stock, $280.73, which is its closing price on the pricing date
With respect to the HUM Stock, $381.82, which is its closing price on the pricing date
With respect to the UNH Stock, $292.47, which is its closing price on the pricing date
Coupon pa ym e nt da t e s:
Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon
Payment Dates and Early Redemption Dates" below. 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
https://www.sec.gov/Archives/edgar/data/895421/000095010320008890/dp127558_424b2-ps4046.htm[5/4/2020 1:56:03 PM]


coupon, if any, with respect to the final observation date shall 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, independently in the case of each
underlying stock, to postponement for non-trading days and certain market disruption events. We
also refer to October 31, 2022 as the final observation date.
Fina l sha re pric e :
With respect to each underlying stock, the closing price of such underlying stock on the final
observation date times the adjustment factor on such date
Adjust m e nt fa c t or:
With respect to each underlying stock, 1.0, subject to adjustment in the event of certain corporate
events affecting such underlying stock
Worst pe rform ing
The underlying stock with the largest percentage decrease from the respective initial share price
unde rlying st oc k :
to the respective final share price
Sha re pe rform a nc e fa c t or: Final share price divided by the initial share price
CU SI P / I SI N :
61771BBW3 / US61771BBW37
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 De t e rm ina t ion Da t e s Coupon Pa ym e nt Da t e s / Ea rly Re de m pt ion Da t e s
July 30, 2020
August 4, 2020
October 30, 2020
November 4, 2020
January 29, 2021
February 3, 2021
April 30, 2021
May 5, 2021
July 30, 2021
August 4, 2021
October 29, 2021
November 3, 2021
January 31, 2022
February 3, 2022
April 29, 2022
May 4, 2022
July 29, 2022
August 3, 2022
October 31, 2022 (final observation date)
November 3, 2022 (maturity date)

April 2020
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 3, 2022
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 Com m on St oc k of Ant he m , I nc ., t he
Com m on St oc k of H um a na I nc . a nd t he Com m on St oc k of U nit e dH e a lt h Group I nc orpora t e d
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 November 3, 2022 All Payments on the Securities Based on the Worst Performing
of the Common Stock of Anthem, Inc., the Common Stock of Humana Inc. and the Common Stock of UnitedHealth Group
Incorporated (the "securities") do not provide for the regular payment of interest. Instead, the securities will pay a contingent
quarterly coupon at an annual rate of 13.15% but only if the determination closing price of e a c h unde rlying st oc k is a t or
a bove 60% of its respective initial share price, which we refer to as the respective downside threshold level, on the related
observation date. If the determination closing price of a ny unde rlying st oc k is less than its downside threshold level on any
observation date, we will pay no coupon for the related quarterly period. It is possible that the determination closing price of one
or m ore unde rlying st oc k s w ill re m a in be low t he ir re spe c t ive dow nside t hre shold le ve ls for extended periods of
time or even throughout the entire 2.5-year term of the securities so that you will receive few or no contingent quarterly coupons
during the entire 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 all of the underlying stocks were to be at or above their respective
https://www.sec.gov/Archives/edgar/data/895421/000095010320008890/dp127558_424b2-ps4046.htm[5/4/2020 1:56:03 PM]


downside threshold levels on some quarterly observation dates, one or more underlying stocks may fluctuate below the respective
downside threshold level(s) on others. In addition, if the securities have not been automatically called prior to maturity and the final
share price of a ny unde rlying st oc k is less than its respective downside threshold level, investors will be exposed to the
decline in the worst performing underlying stock on a 1-to-1 basis, and will receive a payment at maturity that is less than 60% 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
qua rt e rly pa ym e nt s t hroughout t he e nt ire 2 .5 -ye a r t e rm of t he se c urit ie s.

M a t urit y:
Approximately 2.5 years
Cont inge nt qua rt e rly A contingent quarterly coupon at an annual rate of 13.15% (corresponding to approximately
c oupon:
$32.875 per quarter per security) will be paid on the securities on each coupon payment
date but only if the determination closing price of e a c h unde rlying st oc k is at or
above its respective downside threshold level on the related observation date.
I f on a ny obse rva t ion da t e , t he de t e rm ina t ion c losing pric e of a ny
unde rlying st oc k is le ss t ha n it s re spe c t ive dow nside 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 determination closing price of e a c h unde rlying st oc k is greater than or equal to
re de m pt ion
their respective call threshold level on any quarterly redemption determination date,
qua rt e rly:
beginning on July 30, 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.
Pa ym e nt a t
If the securities have not previously been redeemed and the final share price of e a c h
m a t urit y:
unde rlying st oc k is gre a t e r t ha n or e qua l t o its respective downside threshold
level, the payment at maturity will be the sum of the stated principal amount and the
related contingent quarterly coupon.
If the final share price of a ny unde rlying st oc k is less than its downside threshold level,
investors will receive a payment at maturity based on the decline in the worst performing
underlying stock over the term of the securities. Under these circumstances, the payment at
maturity will be less than 60% 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 .

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 $903.00.

April 2020
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 3, 2022
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 Com m on St oc k of Ant he m , I nc ., t he
Com m on St oc k of H um a na I nc . a nd t he Com m on St oc k of U nit e dH e a lt h Group I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s

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 stocks. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying
stocks, 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 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 terms of the securities would be more favorable to you.
https://www.sec.gov/Archives/edgar/data/895421/000095010320008890/dp127558_424b2-ps4046.htm[5/4/2020 1:56:03 PM]



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 stocks, 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 stocks, 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.

April 2020
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 3, 2022
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 Com m on St oc k of Ant he m , I nc ., t he
Com m on St oc k of H um a na I nc . a nd t he Com m on St oc k of U nit e dH e a lt h Group I nc orpora t e d
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 determination closing price of e a c h unde rlying st oc k is a t or a bove its respective downside threshold level on
the related observation date. The securities have been designed for investors who are willing to forgo market floating interest rates
and risk the loss of principal and accept the risk of receiving few or no coupon payments for the entire 2.5-year term of the
securities in exchange for an opportunity to earn interest at a potentially above-market rate if all of the underlying stocks close at or
above their respective downside threshold levels on each quarterly observation date, unless the securities are redeemed early. The
following scenarios are for illustration 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 coupon may be payable in none of, or some but not all of, the quarterly
periods during the 2.5-year term of the securities, and the payment at maturity may be less than 60% 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, all of the underlying stocks close at or
a re re de e m e d prior t o
above their respective downside threshold levels on some quarterly observation dates, but one
m a t urit y
or more underlying stocks close below the respective downside threshold level(s) on the
others. Investors receive the contingent quarterly coupon for the quarterly periods for which the
determination closing prices of all of the underlying stocks are at or above their respective
downside threshold levels on the related observation date, but not for the quarterly periods for
which the determination closing prices of one or more underlying stocks are below the
respective downside threshold level(s) on the related observation date.
Starting on July 30, 2020, when all of the underlying stocks close at or above their respective
call threshold levels 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 all of the underlying stocks close at or above their respective
a re not re de e m e d prior t o
downside threshold levels on some quarterly observation dates, but one or more underlying
m a t urit y, a nd inve st ors
stocks close below the respective downside threshold level(s) on the others, and at least one
re c e ive princ ipa l ba c k a t
of the underlying stocks closes below its call threshold level on every quarterly redemption
m a t urit y
determination date. Consequently, the securities are not redeemed early, and investors
receive the contingent quarterly coupon for the quarterly periods for which the determination
closing prices of all of the underlying stocks are at or above their respective downside
threshold levels on the related observation date, but not for the quarterly periods for which the
https://www.sec.gov/Archives/edgar/data/895421/000095010320008890/dp127558_424b2-ps4046.htm[5/4/2020 1:56:03 PM]


determination closing prices of one or more underlying stocks are below the respective
downside threshold level(s) on the related observation date. On the final observation date, all
of the underlying stocks close at or above their respective downside threshold levels. At
maturity, in addition to the contingent quarterly coupon with respect to the final observation
date, investors will receive the stated principal amount.

April 2020
Page 5
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 3, 2022
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 Com m on St oc k of Ant he m , I nc ., t he
Com m on St oc k of H um a na I nc . a nd t he Com m on St oc k of U nit e dH e a lt h Group I nc orpora t e d
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 all of the underlying stocks close at or above their respective
a re not re de e m e d prior t o
downside threshold levels on some quarterly observation dates, but one or more underlying
m a t urit y, a nd inve st ors
stocks close below the respective downside threshold level(s) on the others, and at least one
suffe r a subst a nt ia l loss of
of the underlying stocks closes below its call threshold level on every quarterly redemption
princ ipa l a t m a t urit y
determination date. Consequently, the securities are not redeemed early, and investors
receive the contingent quarterly coupon for the quarterly periods for which the determination
closing prices of all of the underlying stocks are greater than or equal to their respective
downside threshold levels on the related observation date, but not for the quarterly periods for
which the determination closing prices of one or more underlying stocks are below the
respective downside threshold level(s) on the related observation date. On the final
observation date, one or more underlying stocks close below the respective downside
threshold level(s). At maturity, investors will receive an amount equal to the stated principal
amount multiplied by the share performance factor of the worst performing underlying
stock. Under these circumstances, the payment at maturity will be less than 60% of the stated
principal amount and could be zero. No coupon will be paid at maturity in this scenario.

April 2020
Page 6
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 3, 2022
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 Com m on St oc k of Ant he m , I nc ., t he
Com m on St oc k of H um a na I nc . a nd t he Com m on St oc k of U nit e dH e a lt h Group I nc orpora t e d
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 determination closing prices on
each quarterly observation date, (2) the determination closing prices on each quarterly redemption determination date and (3) the
final share prices. Please see "Hypothetical Examples" below for an 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)

https://www.sec.gov/Archives/edgar/data/895421/000095010320008890/dp127558_424b2-ps4046.htm[5/4/2020 1:56:03 PM]



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


April 2020
Page 7
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 3, 2022
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 Com m on St oc k of Ant he m , I nc ., t he
Com m on St oc k of H um a na I nc . a nd t he Com m on St oc k of U nit e dH e a lt h Group I nc orpora t e d
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

https://www.sec.gov/Archives/edgar/data/895421/000095010320008890/dp127558_424b2-ps4046.htm[5/4/2020 1:56:03 PM]



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

April 2020
Page 8
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 3, 2022
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 Com m on St oc k of Ant he m , I nc ., t he
Com m on St oc k of H um a na I nc . a nd t he Com m on St oc k of U nit e dH e a lt h Group I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s

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, assuming the securities are not redeemed prior to maturity.
The following examples are for illustrative purposes only. Whether you receive a contingent quarterly coupon will be determined by
reference to the determination closing price of each underlying stock on each quarterly observation date, and the amount you will
receive at maturity, if any, will be determined by reference to the final share price of each underlying stock on the final observation
date. The actual initial share price, call threshold level and downside threshold level for each underlying stock are set forth on the
cover of this document. All payments on the securities, if any, are subject to our credit risk. The below examples are based on the
following terms:

Contingent Quarterly Coupon:
13.15% per annum (corresponding to approximately $32.875 per quarter per security)1
Wit h re spe c t t o e a c h c oupon pa ym e nt da t e , a c ont inge nt qua rt e rly c oupon is
pa id but only if t he de t e rm ina t ion c losing pric e of e a c h unde rlying st oc k is a t or
a bove it s re spe c t ive dow nside t hre shold le ve l on t he re la t e d obse rva t ion da t e .
Payment at Maturity (if the
If the final share price of e a c h underlying stock is gre a t e r t ha n or e qua l t o its respective
securities are not redeemed
downside threshold level: the stated principal amount and the contingent quarterly coupon with
prior to maturity):
respect to the final observation date
If the final share price of a ny underlying stock is le ss t ha n its respective downside threshold
level: (i) the stated principal amount multiplied by (ii) the share performance factor of the worst
performing underlying stock
Stated Principal Amount:
$1,000
Hypothetical Initial Share Price: With respect to the ANTM Stock: $300.00
With respect to the HUM Stock: $350.00
With respect to the UNH Stock: $220.00
Hypothetical Call Threshold
With respect to the ANTM Stock: $300.00, which is 100% of its hypothetical initial share price
Level:
With respect to the HUM Stock: $350.00, which is 100% of its hypothetical initial share price
With respect to the UNH Stock: $220.00, which is 100% of its hypothetical initial share price
https://www.sec.gov/Archives/edgar/data/895421/000095010320008890/dp127558_424b2-ps4046.htm[5/4/2020 1:56:03 PM]


Hypothetical Downside
With respect to the ANTM Stock: $180.00, which is 60% of its hypothetical initial share price
Threshold Level:
With respect to the HUM Stock: $210.00, which is 60% of its hypothetical initial share price
With respect to the UNH Stock: $132.00, which is 60% of its hypothetical initial share price
1 The actual contingent quarterly coupon will be an amount determined by the calculation agent based on the number of days in the applicable
payment period, calculated on a 30/360 day-count basis. The hypothetical contingent quarterly coupon of $32.875 is used in these examples for
ease of analysis.

How to determine whether a contingent quarterly coupon is payable with respect to an observation date:


Determination Closing Price
Contingent Quarterly
Coupon

ANTM Stock
HUM Stock
UNH Stock

Hypothetical
$250.00 (a t or
$285.00 (a t or
$175.00 (a t or
$32.875
Observation Date 1
a bove its
a bove its
a bove its downside
downside
downside threshold
threshold level)
threshold level)
level)
Hypothetical
$130.00 (be low
$265.00 (a t or
$190.00 (a t or
$0
Observation Date 2
its downside
a bove its
a bove its downside
threshold level) downside threshold
threshold level)
level)
Hypothetical
$215.00 (a t or
$100.00 (be low
$120.00 (be low its
$0
Observation Date 3
a bove its
its downside
downside threshold
downside
threshold level)
level)
threshold level)
Hypothetical
$125.00 (be low $95.00 (be low its $115.00 (be low its
$0
Observation Date 4
its downside
downside threshold downside threshold
threshold level)
level)
level)

April 2020
Page 9
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due November 3, 2022
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 Com m on St oc k of Ant he m , I nc ., t he
Com m on St oc k of H um a na I nc . a nd t he Com m on St oc k of U nit e dH e a lt h Group I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s

On hypothetical observation date 1, each of the underlying stocks closes at or above its respective downside threshold level.
Therefore, a contingent quarterly coupon of $32.875 is paid on the relevant coupon payment date.

On each of hypothetical observation dates 2 and 3, at least one underlying stock closes at or above its downside threshold level,
but one or more of the other underlying stocks close below their respective downside threshold level(s). Therefore, no contingent
quarterly coupon is paid on the relevant coupon payment date.

On hypothetical observation date 4, each of the underlying stocks closes below its respective downside threshold level, and
accordingly no contingent quarterly coupon is paid on the relevant coupon payment date.

Y ou w ill not re c e ive a c ont inge nt qua rt e rly c oupon on a ny c oupon pa ym e nt da t e if t he de t e rm ina t ion
c losing pric e of a ny unde rlying st oc k is be low it s re spe c t ive dow nside t hre shold le ve l on t he re la t e d
obse rva t ion da t e .

How to calculate the payment at maturity:

In the following examples, one or more underlying stocks close below the respective call threshold level(s) on each redemption
determination date, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until,
maturity.

https://www.sec.gov/Archives/edgar/data/895421/000095010320008890/dp127558_424b2-ps4046.htm[5/4/2020 1:56:03 PM]


Document Outline