Bond Morgan Stanley Financial 0% ( US61771BPC27 ) in USD

Issuer Morgan Stanley Financial
Market price 100 %  ▼ 
Country  United States
ISIN code  US61771BPC27 ( in USD )
Interest rate 0%
Maturity 21/06/2023 - Bond has expired



Prospectus brochure of the bond Morgan Stanley Finance US61771BPC27 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 5 159 000 USD
Cusip 61771BPC2
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 US61771BPC27, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/06/2023







424B2 1 dp130564_424b2-ps4374.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Dual Directional Buffered Securities with

$5,159,000

$669.64
Auto-Callable Feature due 2023



J une 2 0 2 0
Pricing Supplement No. 4,374
Registration Statement Nos. 333-221595; 333-221595-01
Dated June 16, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Dual Directional Buffered Securities with Auto-Callable Feature due June 21, 2023
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 S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ®
I nde x a nd t he N ASDAQ -1 0 0 I nde x ®
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"), fully and unconditionally guaranteed by Morgan
Stanley, and have the terms described in the accompanying product supplement, index supplement and prospectus, as
supplemented or modified by this document. The securities do not provide for the regular payment of interest and provide for a
minimum payment at maturity of only 35% of the stated principal amount. The securities will be automatically redeemed if the index
closing value of e a c h of the S&P 500® Index and the Russell 2000® Index, which we refer to as the underlying indices, on any
annual determination date is greater than or equal to its respective initial index value, for an early redemption payment that will
correspond to a return of approximately 2.00% per annum, as described below. 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 its respective initial index value, investors will receive the stated principal amount of their
investment plus a return reflecting 100% of the upside performance of the worst performing underlying index. If the securities have
not previously been redeemed and the final index value of a ny unde rlying inde x is le ss t ha n or e qua l t o its respective
initial index value but the final index value of each underlying index is gre a t e r t ha n or e qua l t o 65% of its initial index value,
which we refer to as the downside threshold level, investors will receive the stated principal amount of their investment plus a
return based on the absolute value of the performance of the worst performing underlying index, which will be effectively limited to
a 35% return. However, if the securities are not redeemed 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 lose 1% for every 1% decline beyond its respective downside
threshold level, subject to the minimum payment at maturity of 35% of the stated principal amount. Ac c ordingly, inve st ors
m a y lose up t o 6 5 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s. The securities are for investors who are willing
to risk their principal and forego current income in exchange for the possibility of receiving an early redemption payment greater
than the stated principal amount if each underlying index closes at or above the respective initial index value on any determination
date or an equity index-based return at maturity if each underlying index closes above the respective downside threshold level on
the final determination date. Because all payments on the securities are based on the worst performing of the underlying indices, a
decline of more than 35% by any underlying index will result in a loss of your investment, even if the other underlying indices have
appreciated or have not declined as much. 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
S&P 500® Index (the "SPX Index"), Russell 2000® Index (the "RTY Index") and NASDAQ-100
U nde rlying indic e s:
Index® (the "NDX Index")
Aggre ga t e princ ipa l
$5,159,000
https://www.sec.gov/Archives/edgar/data/895421/000095010320011947/dp130564_424b2-ps4374.htm[6/18/2020 12:20:37 PM]


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 :
June 16, 2020
Origina l issue da t e :
June 19, 2020 (3 business days after the pricing date)
M a t urit y da t e :
June 21, 2023
Ea rly re de m pt ion:
If, on any annual determination date prior to the final determination date, beginning June 16, 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 the relevant early redemption
payment on the relevant early redemption date.

T he se c urit ie s w ill not be re de e m e d e a rly on t he re le va nt 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 it s re spe c t ive init ia l
inde x va lue on t he re le va nt 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 in cash per stated principal amount
pa ym e nt :
(corresponding to a return of approximately 2.00% per annum), as set forth under "Determination
Dates, Early Redemption Dates and Early Redemption Payments" below.

No further payments will be made on the securities once they have been redeemed.
De t e rm ina t ion da t e s:
Annually. See "Determination Dates, Early Redemption Dates and Early Redemption Payments"
below.

The determination dates are subject to postponement for non-index business days and certain
market disruption events.
Ea rly re de m pt ion da t e :
See "Determination Dates, Early Redemption Dates and Early Redemption Payments" below. If
any such day is not a business day, the early redemption payment, if payable, will be paid on the
next business day, and no adjustment will be made to the early redemption payment.
Pa ym e nt a t m a t urit y:
If the securities have not previously been redeemed, you will receive at maturity a cash payment
per security as follows:
· If the final index value of each underlying index is greater than its respective initial index
value:
$1,000 + ($1,000 × index percent change of the worst performing underlying index)
· If the final index value of any underlying index is less than or equal to its respective
initial index value but the final index value of e a c h underlying index is gre a t e r t ha n or
e qua l t o its respective downside threshold level:
$1,000 + ($1,000 × absolute index return of the worst performing underlying index)
· If the final index value of any underlying index is less than its respective downside
threshold level, meaning that any underlying index has decreased by an amount greater than
the buffer amount of 35% from its respective initial index value:
$1,000 × (index performance factor of the worst performing underlying index + 35%)
U nde r t he se c irc um st a nc e s, t he pa ym e nt a t m a t urit y w ill be le ss t ha n t he
st a t e d princ ipa l a m ount of $ 1 ,0 0 0 . H ow e ve r, unde r no c irc um st a nc e s w ill t he
se c urit ie s pa y le ss t ha n t he m inim um pa ym e nt a t m a t urit y of $ 3 5 0 pe r se c urit y.

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
$976.60 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
Age nt 's
Proc e e ds t o us(2)
pric e :
c om m issions (1)
Pe r se c urit y
$1,000
$7
$993
T ot a l
$5,159,000
$36,113
$5,122,887
(1) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $7 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 23.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e "Risk
Fa c t ors" be ginning on pa ge 9 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x
https://www.sec.gov/Archives/edgar/data/895421/000095010320011947/dp130564_424b2-ps4374.htm[6/18/2020 12:20:37 PM]


supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of
t he Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
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 ,
N ove m be r 1 6 , 2 0 1 7
2 0 1 7
Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7



Morgan Stanley Finance LLC
Dual Directional Buffered Securities with Auto-Callable Feature due June 21, 2023
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 S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ®
I nde x a nd t he N ASDAQ -1 0 0 I nde x ®
Princ ipa l a t Risk Se c urit ie s


Terms continued from previous page:
Buffe r a m ount :
With respect to each underlying index, 35%. As a result of the buffer amount of 35%, the value at or
above which each underlying index must close on the final determination date so that investors do not
suffer a loss on their initial investment in the securities is as follows:
With respect to the SPX Index, 2,031.081, which is 65% of its initial index value
With respect to the RTY Index, 943.969, which is 65% of its initial index value
With respect to the NDX Index, 6,467.088, which is approximately 65% of its initial index value
Dow nside t hre shold
With respect to the SPX Index, 2,031.081, which is 65% of its initial index value
le ve l:
With respect to the RTY Index, 943.969, which is 65% of its initial index value
With respect to the NDX Index, 6,467.088, which is approximately 65% of its initial index value
M inim um pa ym e nt a t
$350 per security (35% of the stated principal amount)
m a t urit y:
I nit ia l inde x va lue :
With respect to the SPX Index, 3,124.74, which is its index closing value on the pricing date
With respect to the RTY Index, 1,452.260, which is its index closing value on the pricing date
With respect to the NDX Index, 9,949.366, which is its index closing value on the pricing date
Fina l inde x va lue :
With respect to each underlying index, the respective index closing value on the final determination
date
Absolut e inde x re t urn: The absolute value of the index percent change. For example, a -5% index percent change will result
in a +5% absolute index return.
Worst pe rform ing
The underlying index with the lowest index percent change
unde rlying inde x :
I nde x pe rc e nt c ha nge : With respect to each underlying index, (final index value ­ initial index value) / initial index value
I nde x pe rform a nc e
With respect to each underlying index, the final index value divided by the initial index value
fa c t or:
CU SI P / I SI N :
61771BPC2 / US61771BPC27
List ing:
The securities will not be listed on any securities exchange.

Determination Dates, Early Redemption Dates and Early Redemption Payments

De t e rm ina t ion Da t e s
Ea rly Re de m pt ion Da t e s
Ea rly Re de m pt ion Pa ym e nt s
(pe r $ 1 ,0 0 0 Se c urit y)
1st determination
$1,020.00
6/16/2021 1st early redemption
6/21/2021
date:
date:
2nd determination
$1,040.00
6/16/2022 2nd early redemption
6/21/2022
https://www.sec.gov/Archives/edgar/data/895421/000095010320011947/dp130564_424b2-ps4374.htm[6/18/2020 12:20:37 PM]


date:
date:
Final determination
6/16/2023
See "Maturity date" above.
See "Payment at maturity" above.
date:
June 2020
Page 2
Morgan Stanley Finance LLC
Dual Directional Buffered Securities with Auto-Callable Feature due June 21, 2023
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 S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ®
I nde x a nd t he N ASDAQ -1 0 0 I nde x ®
Princ ipa l a t Risk Se c urit ie s


Investment Summary
Buffe re d Se c urit ie s w it h Aut o -Ca lla ble Fe a t ure
Princ ipa l a t Risk Se c urit ie s

The Buffered Securities with Auto-Callable Feature due June 21, 2023 All Payments on the Securities Based on the Worst
Performing of the S&P 500® Index, the Russell 2000® Index and the NASDAQ-100 Index® (the "securities") do not provide for the
regular payment of interest. Instead, the securities will be automatically redeemed if the index closing value of e a c h of the S&P
500® Index, the Russell 2000® Index and the NASDAQ-100 Index® on any annual determination date is greater than or equal to its
respective initial index value, for an early redemption payment that will correspond to a return of approximately 2.00% per annum,
as described below. 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 each underlying index is gre a t e r t ha n its respective
initial index value, investors will receive the stated principal amount of their investment plus a return reflecting 100% of the upside
performance of the worst performing underlying index. If the securities have not previously been redeemed and the final index
value of any underlying index is less than or equal to its respective initial index value but the final index value of each underlying
index is gre a t e r t ha n or e qua l to its respective downside threshold level, investors will receive the stated principal amount of
their investment plus a return based on the absolute value of the performance of the worst performing underlying index, which will
be effectively limited to a 35% return. However, if the securities are not redeemed 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 lose 1% for every 1% decline beyond its
respective downside threshold level, subject to the minimum payment at maturity of 35% of the stated principal
amount. Ac c ordingly, inve st ors m a y lose up t o 6 5 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s.

M a t urit y:
Approximately 3 years

Aut om a t ic e a rly
If, on any annual determination date prior to the final determination date, the index closing
re de m pt ion:
value of each underlying index is greater than or equal to its respective initial index value,
the securities will be automatically redeemed for the relevant early redemption payment on
the relevant early redemption date.

Ea rly re de m pt ion
The early redemption payment will be an amount in cash per stated principal amount
pa ym e nt :
(corresponding to a return of approximately 2.00% per annum), as follows:
·1st determination date: $1,020.00
·2nd determination date: $1,040.00
No further payments will be made on the securities once they have been redeemed.

Pa ym e nt a t m a t urit y: If the securities have not previously been redeemed, you will receive at maturity a cash
payment per security as follows:

· If the final index value of each underlying index is greater than its respective initial
index value:

$1,000 + ($1,000 × index percent change of the worst performing underlying
index)

· If the final index value of any underlying index is less than or equal to its
respective initial index value but the final index value of e a c h underlying index is
https://www.sec.gov/Archives/edgar/data/895421/000095010320011947/dp130564_424b2-ps4374.htm[6/18/2020 12:20:37 PM]


gre a t e r t ha n or e qua l t o its respective downside threshold level:

$1,000 + ($1,000 × absolute index return of the worst performing underlying
index)

· If the final index value of any underlying index is less than its respective
downside threshold level, meaning that any underlying index has decreased by an
amount greater than the buffer amount of 35% from its respective initial index value:

$1,000 × (index performance factor of the worst performing underlying index +
35%)

June 2020
Page 3
Morgan Stanley Finance LLC
Dual Directional Buffered Securities with Auto-Callable Feature due June 21, 2023
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 S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ®
I nde x a nd t he N ASDAQ -1 0 0 I nde x ®
Princ ipa l a t Risk Se c urit ie s



U nde r t he se c irc um st a nc e s, t he pa ym e nt a t m a t urit y w ill be le ss t ha n t he
st a t e d princ ipa l a m ount of $ 1 ,0 0 0 . H ow e ve r, unde r no c irc um st a nc e s w ill
t he se c urit ie s pa y le ss t ha n t he m inim um pa ym e nt a t m a t urit y of $ 3 5 0 pe r
se c urit y.

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 $976.60.

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 underlying indices. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying indices, instruments based on the
underlying indices, volatility and other factors including current and expected interest rates, as well as an interest rate related to our
secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary
market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the early redemption payment amount, the downside threshold levels,
the buffer amount and the minimum payment at maturity, we use an internal funding rate, which is likely to be lower than our
secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by
you were lower or if the internal funding rate were higher, one or more of the economic terms of the 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.

https://www.sec.gov/Archives/edgar/data/895421/000095010320011947/dp130564_424b2-ps4374.htm[6/18/2020 12:20:37 PM]


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.

June 2020
Page 4
Morgan Stanley Finance LLC
Dual Directional Buffered Securities with Auto-Callable Feature due June 21, 2023
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 S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ®
I nde x a nd t he N ASDAQ -1 0 0 I nde x ®
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 be automatically redeemed if the index
closing value of e a c h of the S&P 500® Index, the Russell 2000® Index and the NASDAQ-100 Index® on any annual
determination date is greater than or equal to its respective initial index value.

The following scenarios are for illustrative purposes only to demonstrate how an automatic early redemption payment or 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 prior to maturity and the payment at maturity
may be less than the stated principal amount of the securities.

Sc e na rio 1 : T he se c urit ie s
When each underlying index closes at or above its respective initial index value on any
a re re de e m e d prior t o
annual determination date, the securities will be automatically redeemed for the relevant early
m a t urit y
redemption payment on the relevant early redemption date. Investors do not participate in
any appreciation in any underlying index.
Sc e na rio 2 : T he se c urit ie s
This scenario assumes that at least one underlying index closes below its respective initial
a re not re de e m e d prior t o
index value on each of the annual determination dates. Consequently, the securities are not
m a t urit y, a nd inve st ors
redeemed prior to maturity. On the final determination date, each underlying index closes
re c e ive a fix e d posit ive
above its respective initial index value. At maturity, investors will receive the stated principal
re t urn a t m a t urit y
amount of their investment plus a return reflecting 100% of the upside performance of the
worst performing underlying index.
Sc e na rio 3 : T he se c urit ie s
This scenario assumes that at least one underlying index closes below its respective initial
a re not re de e m e d prior t o
index value on each of the annual determination dates. Consequently, the securities are not
m a t urit y, a nd inve st ors
redeemed prior to maturity. On the final determination date, at least one underlying index
re c e ive a re t urn re fle c t ing
closes at or below its respective initial index value, but the final index value of each
t he a bsolut e va lue of t he
underlying index is greater than or equal to its respective downside threshold level. At
pe rform a nc e of t he w orst
maturity, investors will receive a cash payment equal to $1,000 plus a return based on the
pe rform ing unde rlying
absolute value of the performance of the worst performing underlying index, which will be
inde x a t m a t urit y
effectively limited to a 35% return.
Sc e na rio 4 : T he se c urit ie s
This scenario assumes that at least one underlying index closes below its respective initial
a re not re de e m e d prior t o
index value on each of the annual determination dates. Consequently, the securities are not
m a t urit y, a nd inve st ors
redeemed prior to maturity. On the final determination date, at least one underlying index
suffe r a loss of princ ipa l a t
closes below its respective downside threshold level. At maturity, investors will receive an
m a t urit y
amount that is less than the stated principal amount by an amount that is proportionate to the
percentage decrease of the worst performing underlying index from its respective initial index
value beyond its respective downside threshold level. Under these circumstances, the
payment at maturity will be less than the stated principal amount. Investors may lose up to
65% of their investment in the securities.
June 2020
Page 5
Morgan Stanley Finance LLC
Dual Directional Buffered Securities with Auto-Callable Feature due June 21, 2023
®
®
https://www.sec.gov/Archives/edgar/data/895421/000095010320011947/dp130564_424b2-ps4374.htm[6/18/2020 12:20:37 PM]


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 S& P 5 0 0
I nde x , t he Russe ll 2 0 0 0
I nde x a nd t he N ASDAQ -1 0 0 I nde x ®
Princ ipa l a t Risk Se c urit ie s


Hypothetical Examples

The following hypothetical examples are for illustrative purposes only. Whether the securities are redeemed prior to maturity will be
determined by reference to the index closing value of each underlying index on each of the annual determination dates, and the
payment at maturity will be determined by reference to the index closing value of each underlying index on the final determination
date. The actual initial index values and downside threshold levels are set forth on the cover of this document. Some numbers
appearing in the examples below have been rounded for ease of analysis. All payments on the securities are subject to our credit
risk. The below examples are based on the following terms:

Early Redemption Payment:
The early redemption payment will be an amount in cash per stated principal amount
(corresponding to a return of approximately 2.00% per annum), as follows:
·1st determination date: $1,020.00
·2nd determination date: $1,040.00

No further payments will be made on the securities once they have been redeemed.
Payment at Maturity
If the securities have not previously been redeemed, you will receive at maturity a cash payment
per security as follows:

· If the final index value of each underlying index is greater than its respective initial index
value:

$1,000 + ($1,000 × index percent change of the worst performing underlying index)

· If the final index value of any underlying index is less than or equal to its respective
initial index value but the final index value of e a c h underlying index is gre a t e r t ha n or
e qua l t o its respective downside threshold level:

$1,000 + ($1,000 × absolute index return of the worst performing underlying index)

· If the final index value of any underlying index is less than its respective downside
threshold level, meaning that any underlying index has decreased by an amount greater than
the buffer amount of 35% from its respective initial index value:

$1,000 × (index performance factor of the worst performing underlying index + 35%).

U nde r t he se c irc um st a nc e s, t he pa ym e nt a t m a t urit y w ill be le ss t ha n t he
st a t e d princ ipa l a m ount of $ 1 ,0 0 0 . H ow e ve r, unde r no c irc um st a nc e s w ill t he
se c urit ie s pa y le ss t ha n t he m inim um pa ym e nt a t m a t urit y of $ 3 5 0 pe r se c urit y.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the SPX Index: 2,800
With respect to the RTY Index: 1,500
With respect to the NDX Index: 9,000
Hypothetical Downside Threshold With respect to the SPX Index: 1,820, which is 65% of its hypothetical initial index value
Level:
With respect to the RTY Index: 975, which is 65% of its hypothetical initial index value
With respect to the NDX Index: 5,850, which is 65% of its hypothetical initial index value
June 2020
Page 6
Morgan Stanley Finance LLC
Dual Directional Buffered Securities with Auto-Callable Feature due June 21, 2023
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 S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ®
I nde x a nd t he N ASDAQ -1 0 0 I nde x ®
Princ ipa l a t Risk Se c urit ie s
https://www.sec.gov/Archives/edgar/data/895421/000095010320011947/dp130564_424b2-ps4374.htm[6/18/2020 12:20:37 PM]




Aut om a t ic Ca ll:

Ex a m ple 1 -- t he se c urit ie s a re re de e m e d follow ing t he se c ond de t e rm ina t ion da t e

Date
SPX Index Closing
RTY Index Closing
NDX Index Closing
Payment (per Security)
Value
Value
Value
3,150 (a t or a bove
1,800 (a t or a bove
8,000 (be low the
1st Determination Date
--
the initial index value)
the initial index value)
initial index value)
3,000 (a t or a bove
1,750 (a t or a bove
9,200 (a t or a bove
2nd Determination Date
$1,040.00
the initial index value)
the initial index value)
the initial index value)

In this example, on the first determination date, the index closing values of two of the underlying indices are at or above their
respective initial index values, but the index closing value of the other underlying index is below its respective initial index value.
Therefore, the securities are not redeemed. On the second determination date, the index closing value of each underlying index is
at or above the respective initial index value. Therefore, the securities are automatically redeemed on the early redemption date.
Investors will receive a payment of $1,040.00 per security on the early redemption date. No further payments will be made on the
securities once they have been redeemed, and investors do not participate in the appreciation in any underlying index.

How to calculate the payment at maturity:

In the following examples, one or both of the underlying indices close below the respective initial index value(s) on each of the
annual determination dates, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until,
maturity.


SPX Index Final Index
RTY Index Final Index
NDX Index Final Index
Payment at Maturity (per
Value
Value
Value
Security)
Example 1:
3,080 (a bove its initial
2,100 (a bove its initial
10,350 (a bove its initial $1,000 + ($1,000 × 10%)
index value and downside index value and downsideindex value and downside
= $1,100
threshold level)
threshold level)
threshold level)
Example 2:
2,520 (be low its initial
1,800 (a bove its initial
7,200 (be low its initial
$1,000 + [$1,000 × 20%]
index value but a t or
index value and downside
index value but a t or
= $1,200
a bove its downside
threshold level)
a bove its downside
threshold level)
threshold level)
Example 3:
2,380 (be low its initial
1,425 (be low its initial
8,100 (be low its initial
$1,000 + [$1,000 × 15%]
index value but a t or
index value but a t or
index value but a t or
= $1,150
a bove its downside
a bove its downside
a bove its downside
threshold level)
threshold level)
threshold level)
Example 4:
3,500 (a bove its initial
600 (be low its initial
11,700 (a bove its initial $1,000 × [(600 / 1,500) +
index value and downside index value and downsideindex value and downside
35%] = $750
threshold level)
threshold level)
threshold level)
Example 5:
560 (be low its initial
750 (be low its initial
3,150 (be low its initial $1,000 × [(560 / 2,800) +
index value and downside index value and downsideindex value and downside
35%] = $550
threshold level)
threshold level)
threshold level)

In example 1, the final index value of each underlying index is above its respective initial index value. The SPX Index has
appreciated by 10%, the RTY Index has appreciated by 40% and the NDX Index has appreciated by 15%. Therefore, investors
receive at maturity the stated principal amount plus a return reflecting 100% of the appreciation of the worst performing underlying
index, which is the SPX Index in this example. Investors receive $1,100 per security at maturity.

June 2020
Page 7
Morgan Stanley Finance LLC
Dual Directional Buffered Securities with Auto-Callable Feature due June 21, 2023
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 S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ®
I nde x a nd t he N ASDAQ -1 0 0 I nde x ®
Princ ipa l a t Risk Se c urit ie s


https://www.sec.gov/Archives/edgar/data/895421/000095010320011947/dp130564_424b2-ps4374.htm[6/18/2020 12:20:37 PM]


In example 2, the final index value of one of the underlying indices is above its respective initial index value, while the final index
values of the other underlying indices have decreased from their respective initial index values, but the final index value of each
underlying index is greater than or equal to its respective downside threshold level. The RTY Index has increased 20% from its
initial index value to its final index value, the SPX Index has declined 10% from its initial index value to its final index value and the
NDX Index has declined 20% from its initial index value to its final index value. Investors receive the stated principal amount at
maturity plus a return reflecting the absolute value of the performance of the worst performing underlying index, which is the NDX
Index in this example. Investors receive $1,200 per security at maturity.

In example 3, the final index value of each underlying index has decreased from its respective initial index value, but the final value
of each underlying index is greater than or equal to its respective downside threshold level. The RTY Index has decreased 5% from
its initial index value to its final index value, the SPX index has decreased 15% from its initial index value to its final index value
and the NDX Index has decreased 10% from its initial index value to its final index value. Investors receive the stated principal
amount at maturity plus a return reflecting the absolute value of the performance of the worst performing underlying index, which is
the SPX Index in this example. Investors receive $1,150 per security at maturity.

In example 4, the final index values of two of the underlying indices are above their respective initial index values, but the final
index value of the other underlying index is below its respective downside threshold level. Therefore, investors are exposed to the
downside performance of the worst performing underlying index at maturity beyond the buffer amount. The SPX Index has
increased 25% from its initial index value to its final index value, the NDX Index has increased 30% from its initial index value to its
final index value and the RTY Index has declined 60% from its initial index value to its final index value. Therefore, investors
receive a payment at maturity of $750 per security.

In example 5, the final index value of each underlying index is below its respective downside threshold level. Therefore, investors
are exposed to the downside performance of the worst performing underlying index at maturity beyond the buffer amount. The RTY
Index has declined 50% from its initial index value to its final index value, the SPX Index has declined 80% from its initial index
value to its final index value and the NDX Index has declined 65% from its initial index value to its final index value. Therefore,
investors receive a payment at maturity of $550 per security.

I f t he se c urit ie s a re not re de e m e d prior t o m a t urit y a nd t he fina l inde x va lue of a ny unde rlying inde x is
be low it s re spe c t ive dow nside t hre shold le ve l, you w ill be e x pose d t o t he dow nside pe rform a nc e of t he
w orst pe rform ing unde rlying inde x be yond it s re spe c t ive dow nside t hre shold le ve l, a nd your pa ym e nt a t
m a t urit y w ill be le ss t ha n t he st a t e d princ ipa l a m ount . U nde r t he se c irc um st a nc e s, you w ill lose som e , a nd
up t o 6 5 % , of your inve st m e nt in t he se c urit ie s.

June 2020
Page 8
Morgan Stanley Finance LLC
Dual Directional Buffered Securities with Auto-Callable Feature due June 21, 2023
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 S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ®
I nde x a nd t he N ASDAQ -1 0 0 I nde x ®
Princ ipa l a t Risk Se c urit ie s


Risk Factors

The following is a list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you
should read the section entitled "Risk Factors" in the accompanying product supplement, index supplement and prospectus. We
also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the
securities.

The securities do not pay interest and provide a minimum payment at maturity of only 35% of your
princ ipa l. The terms of the securities differ from those of ordinary debt securities in that they do not pay interest and provide
a minimum payment at maturity of only 35% of the stated principal amount of the securities. If the securities have not been
automatically redeemed prior to maturity and the final index value of a ny underlying index is le ss t ha n its respective
downside threshold level, meaning that the final index value of any underlying index has decreased from its respective initial
index value by an amount greater than the buffer amount of 35%, the absolute return feature will no longer be available, you
will be exposed to the decline in the value of the worst performing underlying index, as compared to its respective initial index
https://www.sec.gov/Archives/edgar/data/895421/000095010320011947/dp130564_424b2-ps4374.htm[6/18/2020 12:20:37 PM]


value, beyond the buffer amount, and you will receive for each security that you hold at maturity an amount that is less than
the stated principal amount. Y ou c ould lose up t o 6 5 % of your inve st m e nt .

If the securities are redeemed prior to maturity, the appreciation potential of the securities is limited by
t he fix e d e a rly re de m pt ion pa ym e nt spe c ifie d for e a c h de t e rm ina t ion da t e . If each underlying index closes at
or above its respective initial index value on any annual determination date prior to the final determination date, the securities
will be automatically redeemed. In this scenario, the appreciation potential of the securities is limited to the fixed early
redemption payment specified for each determination date, and no further payments will be made on the securities once they
have been redeemed. In addition, if the securities are redeemed prior to maturity, you will not participate in any appreciation of
any underlying index, which could be significant. Moreover, the fixed early redemption payment may be less than the payment
at maturity you would receive for the same level of appreciation of the worst performing underlying index had the securities not
been automatically redeemed and instead remained outstanding until maturity.

You are exposed to the price risk of each underlying index. Your return on the securities is not linked to a basket
consisting of each underlying index. Rather, it will be contingent upon the independent performance of each underlying index.
Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all
the components of the basket, you will be exposed to the risks related to each underlying index. Poor performance by a ny
unde rlying inde x over the term of the securities may negatively affect your return and will not be offset or mitigated by any
positive performance by the other underlying indices. To receive the early redemption payment, e a c h unde rlying inde x
must close at or above its respective initial index value on the applicable determination date. In addition, if the securities have
not been redeemed and a t le a st one underlying index has decreased by more than 35% from its respective initial index
value as of the final determination date, you will be fully e x pose d to the decline in the worst performing underlying index
beyond the buffer amount, even if the other underlying indices have appreciated or have not declined as much. Under this
scenario, the value of any such payment at maturity will be less than the stated principal amount. Accordingly, your investment
is subject to the price risk of each underlying index.

The market price w ill be influenced by many unpredictable factors. Several factors, many of which are beyond
our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to
purchase or sell the securities in the secondary market. We expect that generally the level of interest rates available in the
market and the value of each underlying index on any day, including in relation to its respective initial index value, will affect
the value of the securities more than any other factors. Other factors that may influence the value of the securities include:

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

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

o
dividend rates on the securities underlying the underlying indices,

June 2020
Page 9
Morgan Stanley Finance LLC
Dual Directional Buffered Securities with Auto-Callable Feature due June 21, 2023
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 S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ®
I nde x a nd t he N ASDAQ -1 0 0 I nde x ®
Princ ipa l a t Risk Se c urit ie s


o
the time remaining until the securities mature,

o
interest and yield rates in the market,

o
the availability of comparable instruments,

o
the composition of the underlying indices and changes in the constituent stocks of such indices, and

o
any actual or anticipated changes in our credit ratings or credit spreads.

https://www.sec.gov/Archives/edgar/data/895421/000095010320011947/dp130564_424b2-ps4374.htm[6/18/2020 12:20:37 PM]


Document Outline