Obbligazione Morgan Stanley Financial 8.29% ( US61770FRM04 ) in USD

Emittente Morgan Stanley Financial
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US61770FRM04 ( in USD )
Tasso d'interesse 8.29% per anno ( pagato 2 volte l'anno)
Scadenza 31/03/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61770FRM04 in USD 8.29%, scaduta


Importo minimo 1 000 USD
Importo totale 11 250 000 USD
Cusip 61770FRM0
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61770FRM04, pays a coupon of 8.29% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/03/2025







424B2 1 dp124892_424b2-ps3550.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Callable Buffered Range Accrual Upside

$11,250,000

$1,460.25
Securities due 2025


M a rc h 2 0 2 0
Pricing Supplement No. 3,550
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
Callable Buffered Range Accrual Securities due March 31, 2025
All Payments on the Securities Subject to the Barrier Feature Linked to the S&P 500® Index
Fully and Unconditionally Guaranteed by Morgan Stanley
Princ ipa l a t Risk Se c urit ie s
Unlike ordinary debt securities, the Callable Buffered Range Accrual Securities due March 31, 2025 All Payments on the Securities
Subject to the Barrier Feature Linked to the S&P 500® Index, which we refer to as the securities, do not provide for the regular
payment of interest and provide for the minimum return of only 15% of the stated principal amount at maturity. The securities offer
the opportunity for investors to earn a contingent monthly coupon, if any, based on the number of index business days in the
relevant coupon payment period on which the index closing value of the S&P 500® Index is greater than or equal to 85% of the
initial index value, which we refer to as the barrier level. If the index closing value remains below the barrier level for extended
periods of time, investors will receive reduced contingent monthly coupon payments or no contingent monthly coupon payments at
all. As a result, investors must be willing to accept the risk of not receiving any contingent monthly coupon during the entire 5-year
term of the securities. In addition, beginning on March 31, 2021, w e w ill ha ve t he right t o re de e m t he se c urit ie s a t our
disc re t ion on a ny m ont hly re de m pt ion da t e for a redemption payment equal to the sum of the stated principal amount plus
any accrued and unpaid contingent monthly coupon otherwise due with respect to the related coupon payment period. An early
redemption of the securities be at our discretion and will not automatically occur based on the performance of the underlying index.
At maturity, if the securities have not previously been redeemed and the final index value is greater than or equal to the barrier
level, investors will receive the stated principal amount of the securities and any accrued and unpaid contingent monthly coupon
with respect to the final coupon payment period. However, if the final index value is less than the barrier level, investors will lose
1% for every 1% decline in the final index value from the initial index value beyond the buffer amount of 15%, in addition to any
accrued and unpaid contingent monthly coupon. Ac c ordingly, inve st ors m a y lose up t o 8 5 % of t he ir e nt ire init ia l
inve st m e nt in t he se c urit ie s. Investors will not participate in any appreciation of the S&P 500® Index. These long-dated
securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of
losing some or a substantial portion of their principal and the risk of receiving reduced contingent monthly coupon payments, or no
contingent monthly coupon payments at all, if the S&P 500® Index remains below the barrier level for extended periods of time,
and the risk of an early redemption of the securities at our discretion. The securities are unsecured obligations of Morgan Stanley
Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The securities are 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
subst a nt ia l port ion 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
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l
$11,250,000
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 (see "Commissions and issue price" below)
Pric ing da t e :
March 26, 2020
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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
Opt iona l e a rly
Beginning on March 31, 2021, we will have the right to redeem the securities, at our discretion, in
re de m pt ion:
whole but not in part, on any monthly redemption date for the redemption payment. If we decide to
redeem the securities, we will give you notice at least 3 business days before the redemption date
specified in the notice. No further payments will be made on the securities once they have been
redeemed.
Re de m pt ion pa ym e nt :
The redemption payment will be an amount equal to (i) the stated principal amount plus (ii) any
accrued and unpaid contingent monthly coupon otherwise due with respect to the related coupon
payment period.
Re de m pt ion da t e s:
Beginning on March 31, 2021, monthly. See "Coupon Observation Period End-Dates, Contingent
Coupon Payment Dates and Redemption Dates" below. If any such day is not a business day, that
redemption payment, if payable, will be made on the next succeeding business day and no
adjustment will be made to any redemption payment made on that succeeding business day.
Cont inge nt m ont hly
Unless the securities are previously redeemed, the contingent monthly coupon payable on the
c oupon:
securities will be determined as follows:

At a rate of 8.29% per annum times N/ACT

where:
· "N" = the total number of index business days in the applicable coupon payment period on
which the index closing value is greater than or equal to the barrier level (each such day,
an "accrual day"); and
· "ACT" = the total number of index business days in the applicable coupon payment period.
If, on any index business day, the index closing value is below the barrier level, no coupon
will accrue for that day. It is possible that you will receive no contingent coupon on the
securities for extended periods of time if the index closing value were to remain below the
barrier level.
Pa ym e nt a t m a t urit y:
If the securities have not previously been redeemed, investors will receive on the maturity date a
payment at maturity determined as follows:

· If the final index value is greater than the stated principal amount and any accrued and
or e qua l t o the barrier level:
unpaid contingent monthly coupon with respect to the
final coupon payment period

· If the final index value is less than the (i) $1,000 x (index performance factor + buffer amount)
barrier level:
plus (ii) any accrued and unpaid contingent monthly
coupon with respect to the final coupon payment
period
Buffe r a m ount :
15%
M inim um pa ym e nt a t
$150 per security
m a t urit y:
Ba rrie r le ve l:
2,235.560, which is equal to approximately 85% of the initial index value

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
$936.40 per security. See "Investment Summary" on page 4.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us (2)
pric e :
Pe r se c urit y
$1,000
$35
$965
T ot a l
$11,250,000
$393,750
$10,856,250
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $35
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 prospectus 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 pric ing supple m e nt or t he a c c om pa nying prospe c t us 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 .
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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 pric ing supple m e nt t oge t he r w it h t he re la t e d prospe c t us 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
pric ing supple m e nt .
Re fe re nc e s t o "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL
c olle c t ive ly, a s t he c ont e x t re quire s.
Prospe c t us Supple m e nt 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
Callable Buffered Range Accrual Securities due March 31, 2025
All Pa ym e nt s on t he Se c urit ie s Subje c t t o t he Ba rrie r Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Principal at Risk Securities


Terms continued from previous page:
I nit ia l inde x va lue :
2,630.07, which is the index closing value of the underlying index on the pricing date
Fina l inde x va lue :
The index closing value of the underlying index on the final observation date
Coupon pa ym e nt
Monthly. For each contingent coupon payment date, the coupon payment period will be the period
pe riod:
from but excluding the pricing date (in the case of the first coupon payment period) or the prior
coupon observation period end-date to and including the following coupon observation period end-
date; provided that the final coupon payment period will end on (and include) the final observation
date.
Fina l obse rva t ion da t e : March 26, 2025, subject to postponement as set forth under "Additional Terms of the Securities ­
Postponement of the final observation date" below.
Cont inge nt c oupon
Monthly, as set forth under "Coupon Observation Period End-Dates, Contingent Coupon Payment
pa ym e nt da t e s:
Dates and 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 monthly coupon, if any, with respect
to the final observation date shall be paid on the maturity date.
I nde x pe rform a nc e
The final index value divided by the initial index value.
fa c t or:
CU SI P / I SI N :
61770FRM0 / US61770FRM04
List ing:
The securities will not be listed on any securities exchange.

Coupon Observation Period End-Dates, Contingent Coupon Payment Dates and Redemption Dates
Coupon Obse rva t ion Pe riod End-Da t e s
Cont inge nt Coupon Pa ym e nt Da t e s /
Re de m pt ion 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

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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


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


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
April 1, 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




March 2020
Page 2
Morgan Stanley Finance LLC
Callable Buffered Range Accrual Securities due March 31, 2025
All Pa ym e nt s on t he Se c urit ie s Subje c t t o t he Ba rrie r Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Principal at Risk Securities


Coupon Obse rva t ion Pe riod End-Da t e s
Cont inge nt Coupon Pa ym e nt Da t e s /
Re de m pt ion Da t e s
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
March 31, 2025 (maturity date)
* The securities are not subject to redemption at the issuer's option until the 12th contingent coupon payment date, which
is March 31, 2021.

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March 2020
Page 3
Morgan Stanley Finance LLC
Callable Buffered Range Accrual Securities due March 31, 2025
All Pa ym e nt s on t he Se c urit ie s Subje c t t o t he Ba rrie r Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Principal at Risk Securities


I nve st m e nt Sum m a ry
Ca lla ble Buffe re d Ra nge Ac c rua l Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

The Callable Buffered Range Accrual Securities due March 31, 2025 All Payments on the Securities Subject to the Barrier Feature
Linked to the S&P 500® Index, which we refer to as the securities, provide an opportunity for investors to earn a contingent
monthly coupon, if any, based on the number of index business days in the relevant coupon payment period on which the index
closing value of the S&P 500® Index is greater than or equal to 85% of the initial index value, which we refer to as the barrier
level. If the index closing value remains below the barrier level for extended periods of time, investors will receive reduced
contingent monthly coupon payments, or no contingent monthly coupon payments at all. As a result, investors must be willing to
accept the risk of not receiving any contingent monthly coupon during the entire 5-year term of the securities. In addition, beginning
on March 31, 2021, w e w ill ha ve t he right t o re de e m t he se c urit ie s a t our disc re t ion on a ny m ont hly
re de m pt ion da t e for a redemption payment equal to the sum of the stated principal amount plus any accrued and unpaid
contingent monthly coupon otherwise due with respect to the related coupon payment period.

If the securities have not been previously redeemed and the final index value is greater than or equal to the barrier level, investors
will receive the stated principal amount of the securities and any accrued and unpaid contingent monthly coupon with respect to the
final coupon payment period. However, if the final index value is less than the barrier level, in addition to any accrued and unpaid
contingent monthly coupon, investors will be exposed on a 1:1 basis to the percentage decline of the final index value from the
initial index value beyond the buffer amount of 15%. Accordingly, investors could lose up to 85% of the stated principal amount of
the securities. Investors in the securities must be willing to accept the risk of losing some or a substantial portion of their principal
and also the risk of not receiving any contingent monthly coupons. In addition, investors will not participate in any appreciation of
the underlying index.

M a t urit y:
5 years, unless redeemed earlier at our discretion
Pa ym e nt a t
If the securities have not previously been redeemed, investors will receive on the
m a t urit y:
maturity date a payment at maturity determined as follows:

If the final index value is gre a t e r t ha n or e qua l t o the barrier level, investors
will receive the stated principal amount and any accrued and unpaid contingent
monthly coupon with respect to the final coupon payment period

If the final index value is le ss t ha n the barrier level, investors will receive (i)
$1,000 x (index performance factor + buffer amount) plus (ii) any accrued and
unpaid contingent monthly coupon with respect to the final coupon payment
period

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 up t o 8 5 % of t he ir e nt ire init ia l inve st m e nt .

Cont inge nt
Unless the securities are previously redeemed, the contingent monthly coupon
m ont hly c oupon:
payable on the securities will be determined as follows:

At a rate of 8.29% per annum times N/ACT

where:
· "N" = the total number of index business days in the applicable coupon
payment period on which the index closing value is greater than or equal
to the barrier level (each such day, an "accrual day"); and
· "ACT" = the total number of index business days in the applicable
coupon payment period.
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If, on any index business day, the index closing value is below the barrier
level, no coupon will accrue for that day. It is possible that you will receive
no contingent coupon on the securities for extended periods of time if the
index closing value were to remain below the barrier level.
Ea rly re de m pt ion
We have the right to redeem the securities on any monthly redemption date for
a t t he opt ion of
an early redemption payment equal to the stated principal amount plus any
t he
accrued and unpaid

March 2020
Page 4
Morgan Stanley Finance LLC
Callable Buffered Range Accrual Securities due March 31, 2025
All Pa ym e nt s on t he Se c urit ie s Subje c t t o t he Ba rrie r Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Principal at Risk Securities


issue r:
contingent monthly coupon otherwise due with respect to the related coupon
payment period. Any early redemption of the securities will be at our discretion
and will not automatically occur based on the performance of the underlying
index. It is more likely that we will redeem the securities when it would otherwise
be advantageous for you to continue to hold the securities. As such, we will be
more likely to redeem the securities when the index closing value of the
underlying index is at or above the barrier level, which would otherwise result in
an amount of interest payable on the securities that is greater than instruments of
a comparable maturity and credit rating trading in the market. In other words, we
will be more likely to redeem the securities at a time when the securities are
paying an above-market coupon. If the securities are redeemed prior to maturity,
you will receive no more contingent monthly coupon payments, may be forced to
invest in a lower interest rate environment and may not be able to reinvest at
comparable terms or returns.

On the other hand, we will be less likely to exercise our redemption right when
the index closing value of the underlying index is below the barrier level and/or
when the final index value is expected to be below the barrier level, such that you
will receive reduced contingent monthly coupon payments, or no contingent
monthly coupons at all, and/or that you will suffer a significant loss on your initial
investment in the securities at maturity. Therefore, if we do not exercise our
redemption right, it is more likely that you will receive reduced contingent monthly
coupon payments, or no contingent monthly coupon payments at all, and suffer a
loss at maturity.

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 $936.40.

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 index. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the underlying
index, 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 barrier level and the buffer
amount, 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.
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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 index, 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 index, 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
Callable Buffered Range Accrual Securities due March 31, 2025
All Pa ym e nt s on t he Se c urit ie s Subje c t t o t he Ba rrie r Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Principal at Risk Securities


Key Investment Rationale

The securities do not guarantee any repayment of principal at maturity and offer investors an opportunity to earn a contingent
monthly coupon based on the number of index business days in the relevant coupon payment period on which the index closing
value of the S&P 500® Index is greater than or equal to 85% of the initial index value, which we refer to as the barrier level. If the
index closing value remains below the barrier level for extended periods of time, investors will receive reduced contingent monthly
coupon payments, or no contingent monthly coupon payments at all. As a result, investors must be willing to accept the risk of not
receiving any contingent monthly coupon during the entire 5-year term of the securities. The securities have been designed for
investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losing up to 85% of
their principal and the risk of receiving reduced contingent monthly coupon payments, or no contingent monthly coupon payments at
all, if the S&P 500® Index remains below the barrier level for extended periods of time, and the risk of an early redemption of the
securities at our discretion.

S&P 500® Index Summary

The S&P 500® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of
500 component companies selected to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P
500® Index is based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as
of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period of
the years 1941 through 1943.

Information as of market close on March 26, 2020:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,630.07
5 2 We e k s Ago:
2,818.46
5 2 We e k H igh (on
3,386.15
2 /1 9 /2 0 2 0 ):
5 2 We e k Low (on
2,237.40
3 /2 3 /2 0 2 0 ):

For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the accompanying
https://www.sec.gov/Archives/edgar/data/895421/000095010320006303/dp124892_424b2-ps3550.htm[3/30/2020 4:01:56 PM]


index supplement. Furthermore, for additional historical information, see "S&P 500® Index Historical Performance" below.

March 2020
Page 6
Morgan Stanley Finance LLC
Callable Buffered Range Accrual Securities due March 31, 2025
All Pa ym e nt s on t he Se c urit ie s Subje c t t o t he Ba rrie r Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Principal at Risk Securities


Hypothetical Examples

The following hypothetical examples are for illustrative purposes only. Whether you receive a contingent monthly coupon will be
determined based on the total number of index business days in each monthly coupon payment period on which the index closing
value is greater than or equal to the barrier level. For illustrative purposes, the table below assumes that the coupon payment
period contains 22 index business days. The actual contingent monthly coupons will depend on the actual number of index
business days in each coupon payment period and the actual index closing value on each index business day in such coupon
payment period. Any early redemption of the securities will be at our discretion. The actual initial index value and barrier level are
set forth on the cover of this document. All payments on the securities are subject to our credit risk. The numbers in the
hypothetical examples may be rounded for ease of analysis. The below examples are based on the following terms:

Hypothetical Initial Index Value:
2,500
Hypothetical Barrier Level:
2,125, which is 85% of the hypothetical initial index value

H ypot he t ic a l Cont inge nt M ont hly Coupon Pa ya ble on t he Se c urit ie s: 8.29% per annum times N/ACT
N
Hypothetical Contingent Monthly Coupon
0
[(0/22) x (8.29% x $1,000)] / 12 = $0.000 per security
3
[(3/22) x (8.29% x $1,000)] / 12 = $0.942 per security
6
[(6/22) x (8.29% x $1,000)] / 12 = $1.884 per security
11
[(11/22) x (8.29% x $1,000)] / 12 = $3.454 per security
14
[(14/22) x (8.29% x $1,000)] / 12 = $4.396 per security
18
[(18/22) x (8.29% x $1,000)] / 12 = $5.652 per security
22
[(22/22) x (8.29% x $1,000)] / 12 = $6.908 per security

If the index closing value is less than the barrier level on any index business day, no contingent monthly coupon will accrue for
that index business day. If the index closing value remains below the barrier level on each index business day in any coupon
payment period, you will receive no contingent monthly coupon payment for that coupon payment period.

Optional Early Redemption:
The securities may be redeemed at our discretion by us on any monthly redemption date for a
redemption payment equal to the stated principal amount plus any accrued and unpaid
contingent monthly coupon otherwise due with respect to the related coupon payment period.
March 2020
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Morgan Stanley Finance LLC
Callable Buffered Range Accrual Securities due March 31, 2025
All Pa ym e nt s on t he Se c urit ie s Subje c t t o t he Ba rrie r Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Principal at Risk Securities


How to calculate the payment at maturity:

Payment at Maturity (if the
If the final index value is gre a t e r t ha n or e qua l t o the barrier level:
securities have not been
the stated principal amount and any accrued and unpaid contingent monthly coupon with respect
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redeemed early at our option):
to the final coupon payment period

If the final index value is le ss t ha n the barrier level:
(i) $1,000 x (index performance factor + buffer amount) plus (ii) any accrued and unpaid
contingent monthly coupon with respect to the final coupon payment period

T he follow ing e x a m ple s a ssum e t ha t w e do not e x e rc ise our right t o re de e m t he se c urit ie s prior t o
m a t urit y.

Ex a m ple 1 -- The securities are not redeemed prior to maturity. The final index value is 2,800, which is at or above the barrier
level. In this scenario, you receive a payment at maturity per security equal to the stated principal amount, in addition to any
accrued and unpaid contingent monthly coupon payment for the final coupon payment period. However, you do not participate in
the appreciation in the value of the underlying index.

Ex a m ple 2 -- The securities are not redeemed prior to maturity. The final index value is 2,250, which is at or above the barrier
level. In this scenario, you receive a payment at maturity per security equal to the stated principal amount, in addition to any
accrued and unpaid contingent monthly coupon payment for the final coupon payment period.

Ex a m ple 3 --The securities are not redeemed prior to maturity. The final index value is 1,000, which is below the barrier level.
Therefore, in addition to any accrued and unpaid contingent monthly coupon payment, the payment at maturity per security would
be calculated as $1,000 × [(1,000 / 2,500) + 15%] = $550.00, representing a significant loss on the initial investment.

I f w e do not re de e m t he se c urit ie s prior t o m a t urit y a nd t he fina l inde x va lue is le ss t ha n t he ba rrie r le ve l,
you w ill lose som e or a subst a nt ia l port ion of your inve st m e nt in t he se c urit ie s.

March 2020
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Morgan Stanley Finance LLC
Callable Buffered Range Accrual Securities due March 31, 2025
All Pa ym e nt s on t he Se c urit ie s Subje c t t o t he Ba rrie r Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Principal at Risk Securities


Risk Factors

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

The securities provide a minimum payment at maturity of only 15% of your principal. The terms of the
securities differ from those of ordinary debt securities in that the securities do not guarantee the regular payment of interest and
provide a minimum payment at maturity of only 15% of the principal amount of the securities. If the securities have not been
redeemed prior to maturity and the final index value is less than the barrier level, you will receive an amount in cash that is
less than the $1,000 stated principal amount of each security by an amount proportionate to the decline in the value of the
underlying index beyond the buffer amount of 15%. Y ou c ould lose up t o 8 5 % of t he st a t e d princ ipa l a m ount of
t he se c urit ie s.

You w ill receive reduced contingent monthly coupon payments, or no contingent monthly coupon
pa ym e nt s a t a ll, if t he inde x c losing va lue re m a ins be low t he ba rrie r le ve l for e x t e nde d pe riods of t im e .
The securities will pay a contingent monthly coupon based on the number of index business days in the relevant coupon
payment period on which the index closing level of the underlying index is greater than or equal to the barrier level. If, on any
index business day, the index closing value is below the barrier level, no interest will accrue for that day. It is possible that the
index closing value will remain below the barrier level for extended periods of time. If you do not earn sufficient contingent
monthly coupons over the term of the securities, the overall return on the securities may be less than the amount that would be
paid on a conventional debt security of ours of comparable maturity, and may even be zero.

The securities are subject to our redemption right. The term of the securities, and thus your opportunity to earn a
potentially above-market coupon if the underlying index remains above the barrier level, may be limited by our right to redeem
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the securities at our option on any monthly redemption date, beginning March 31, 2021. The term of your investment in the
securities may be limited to as short as one year. It is more likely that we will redeem the securities when it would be
advantageous for you to continue to hold the securities. As such, we will be more likely to redeem the securities when the
index closing value of the underlying index is at or above the barrier level, which would otherwise result in an amount of
interest payable on the securities that is greater than instruments of a comparable maturity and credit rating trading in the
market. In other words, we will be more likely to redeem the securities when the securities are paying an above-market
coupon. If the securities are redeemed prior to maturity, you will receive no more contingent monthly coupon payments, may be
forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns.

On the other hand, we will be less likely to exercise our redemption right when the index closing value of the underlying index
is below the barrier level and/or when the final index value is expected to be below the barrier level, such that you will receive
reduced contingent monthly coupon payments, or no contingent monthly coupon payments at all, and/or that you will suffer a
significant loss on your initial investment in the securities at maturity. Therefore, if we do not exercise our redemption right, it is
more likely that you will receive reduced contingent monthly coupon payments, or no contingent monthly coupon payments at
all, and suffer a loss at maturity.

Investors w ill not participate in any appreciation in the value of the underlying index. Investors will not
participate in any appreciation in the value of the underlying index from the initial index value, and the return on the securities
will be limited to the contingent monthly coupons, if any, that are paid with respect to each index business day during each
coupon payment period on which the index closing value is greater than or equal to the barrier level until the securities are
redeemed or reach maturity. It is possible that the index closing value could be below the barrier level on most or all of the
index business days during each coupon payment period so that you will receive reduced contingent monthly coupon
payments, or no contingent monthly coupon payments at all. If you do not earn sufficient contingent monthly coupons over the
term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional
debt security of ours of comparable maturity.

If there are no accrual days in any coupon payment period, w e w ill not pay any contingent monthly
c oupon on t he se c urit ie s for t ha t c oupon pa ym e nt pe riod a nd t he m a rk e t va lue of t he se c urit ie s m a y
de c re a se signific a nt ly. It is

March 2020
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Morgan Stanley Finance LLC
Callable Buffered Range Accrual Securities due March 31, 2025
All Pa ym e nt s on t he Se c urit ie s Subje c t t o t he Ba rrie r Fe a t ure Link e d t o t he S& P 5 0 0 ® I nde x
Principal at Risk Securities


possible that the index closing level of the S&P 500® Index will be less than the barrier level for many days during any monthly
coupon payment period such that the coupon payment for that monthly interest payment period will be less than the amount
that would be paid on an ordinary debt security and may even be zero. In addition, to the extent that the index closing value of
the index is less than the barrier level on any number of days during a coupon payment period, the market value of the
securities may decrease and you may receive substantially less than the stated principal amount if you wish to sell your
securities at such time.

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 the underlying index on any day, including in relation to the barrier level, 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 S&P 500® Index,

o
whether the index closing value of the S&P 500® Index is currently or has been below the barrier level on any
index business day,

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