Obligation Morgan Stanley Financial 13.8% ( US61770FSM94 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61770FSM94 ( en USD )

13.8% par an ( paiement semestriel )

03/04/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FSM94 en USD 13.8%, échue

1 000 USD

1 000 000 USD

61770FSM9

N/A

N/A

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

Une obligation récemment arrivée à maturité, émise par Morgan Stanley Finance, offre un aperçu des caractéristiques des titres de créance d'entreprise remboursés. Morgan Stanley Finance, une entité émettrice de titres de créance rattachée au géant des services financiers Morgan Stanley, est une composante essentielle de l'une des principales banques d'investissement mondiales. Basée aux États-Unis, Morgan Stanley (NYSE: MS) est reconnue pour son expertise en gestion de patrimoine, banque d'investissement, services de titres, et gestion d'investissement, opérant à l'échelle internationale et jouant un rôle clé sur les marchés financiers. Le titre en question, identifié par le code ISIN US61770FSM94 et le code CUSIP 61770FSM9, était une obligation libellée en dollars américains (USD). Affichant un taux d'intérêt nominal (coupon) particulièrement élevé de 13,8%, elle offrait des paiements d'intérêts effectués bi-annuellement. La taille totale de cette émission obligataire s'élevait à 1 000 000 USD, avec une taille minimale d'achat fixée à 1 000 USD, rendant l'investissement accessible à un éventail d'investisseurs. Initialement prévue pour arriver à échéance le 3 avril 2025, cette obligation a effectivement atteint sa date de maturité. Conformément à ses termes, elle a été intégralement remboursée à ses porteurs à 100% de sa valeur nominale, attestant de la bonne exécution des engagements de l'émetteur et du statut d'une dette pleinement honorée.

424B2 1 dp125450_424b2-ps3567.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
$1,000,000

$129.80
due 2025

M a rc h 2 0 2 0
Pricing Supplement No. 3,567
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 31, 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 April 3, 2025, with 6-Month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. The securities have the terms described in the accompanying product supplement, index supplement and
prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not
provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the index
closing value of e a c h of the Russell 2000® Index, the NASDAQ-100 Index® a nd the Dow Jones Industrial AverageSM is a t or
a bove 70% of its respective initial index value, which we refer to as the respective c oupon t hre shold le ve l, on the related
observation date. However, if the index closing value of a ny underlying index is le ss t ha n its c oupon t hre shold le ve l on any
observation date, we will pay no interest for the related quarterly period. In addition, starting six months after the original issue date,
the securities will be automatically redeemed if the index closing value of e a c h underlying index is gre a t e r t ha n or e qua l t o its
respective init ia l inde x va lue on any quarterly redemption determination date, for the early redemption payment equal to the
sum of the stated principal amount plus the related contingent monthly coupon. No further payments will be made on the securities
once they have been redeemed. At maturity, if the securities have not previously been redeemed and the final index value of e a c h
underlying index is gre a t e r t ha n or e qua l t o 70% of its respective initial index value, which we refer to as the respective
downside threshold level, the payment at maturity will be the sum of the stated principal amount and the related contingent monthly
coupon. If, however, the final index value of a ny underlying index is le ss t ha n its respective downside threshold level, investors
will be fully exposed to the decline in the worst performing underlying index on a 1-to-1 basis and will receive a payment at
maturity that is le ss t ha n 70% of the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors in
t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt a nd a lso t he risk of
not re c e iving a ny c ont inge nt m ont hly c oupons t hroughout t he 5 -ye a r t e rm of t he se c urit ie s. Because all
payments on the securities are based on the worst performing of the underlying indices, a decline beyond the respective coupon
threshold level or respective downside threshold level, as applicable, of any underlying index will result in few or no contingent
coupon payments or a significant loss of your investment, even if one or both of the other underlying indices have appreciated or
have not declined as much. These long-dated securities are for investors who are willing to risk their principal based on the worst
performing of three underlying indices and who seek an opportunity to earn interest at a potentially above-market rate in exchange
for the risk of receiving no monthly coupons over the entire 5-year term, with no possibility of being called out of the securities until
after the initial 6-month non-call period. Investors will not participate in any appreciation of any underlying index. The securities are
notes issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of
your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st
in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
Russell 2000® Index (the "RTY Index"), NASDAQ-100 Index® (the "NDX Index") and Dow Jones
U nde rlying indic e s:
Industrial AverageSM (the "INDU Index")
Aggre ga t e princ ipa l
$1,000,000
a m ount :
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St a t e d princ ipa l
$1,000 per security
a m ount :
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
March 31, 2020
Origina l issue da t e :
April 3, 2020 (3 business days after the pricing date)
M a t urit y da t e :
April 3, 2025
Cont inge nt m ont hly
A contingent coupon will be paid on the securities on each coupon payment date but only if the index
c oupon:
closing value of e a c h underlying index is at or above its respective c oupon t hre shold le ve l on the
related observation date. If payable, the contingent monthly coupon will be an amount in cash per
stated principal amount corresponding to a return of 13.80% per annum (corresponding to
approximately $11.50 per month per security) for each interest payment period for each applicable
observation date.
I f, on a ny obse rva t ion da t e , t he inde x c losing va lue of a ny unde rlying inde x is le ss
t ha n it s re spe c t ive c oupon t hre shold le ve l, w e w ill pa y no c oupon for t he a pplic a ble
qua rt e rly pe riod. I t is possible t ha t a ny unde rlying inde x w ill re m a in be low it s
re spe c t ive c oupon t hre shold le ve l for e x t e nde d pe riods of t im e or e ve n t hroughout
t he e nt ire 5 -ye a r t e rm of t he se c urit ie s so t ha t you w ill re c e ive fe w or no c ont inge nt
m ont hly c oupons.
Pa ym e nt a t m a t urit y: If the securities have not been automatically redeemed prior to maturity, the payment at maturity will be
determined as follows:
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective
downside threshold level, investors will receive the stated principal amount plus the contingent monthly
coupon with respect to the final observation date.
If the final index value of a ny underlying index is le ss t ha n its respective downside threshold level,
investors will receive (i) the stated principal amount multiplied by (ii) the index performance factor of the
worst performing underlying index. Under these circumstances, the payment at maturity will be less
than 70% of the stated principal amount of the securities and could be zero.

Terms continued on the following page
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan
Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on
$953.20 per security. See "Investment Summary" beginning on page 3.
t he pric ing da t e :
Com m issions a nd
Age nt 's
issue pric e :
Pric e t o public (1)
c om m issions (2)
Proc e e ds t o us(3)
Pe r
$1,000
$7.50
$992.50
se c urit y
T ot a l
$1,000,000
$7,500
$992,500
(1) The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $992.50 per
security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not
receive a sales commission with respect to the securities. See "Supplemental information regarding plan of distribution; conflicts
of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement
for auto-callable securities.
(3) See "Use of proceeds and hedging" on page 31.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s.
Se e "Risk Fa c t ors" be ginning on pa ge 1 3 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of
t he Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd
M SFL c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for Aut o -Ca lla ble Se c urit ie s da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt da t e d
N ove m be r 1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due April 3, 2025, with 6-Month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Terms continued from previous page:
Ea rly re de m pt ion:
The securities are not subject to automatic early redemption until six months after the original issue
date. Following this initial 6-month non-call period, if, on any redemption determination date, beginning
on September 30, 2020, the index closing value of e a c h underlying index is gre a t e r t ha n or e qua l
t o its respective initial index value, the securities will be automatically redeemed for an early
redemption payment on the related early redemption date. No further payments will be made on the
securities once they have been redeemed.
T he se c urit ie s w ill not be re de e m e d e a rly on a ny e a rly re de m pt ion da t e if t he inde x
c losing va lue of a ny unde rlying inde x is be low t he re spe c t ive init ia l inde x va lue for
suc h unde rlying inde x on t he re la t e d re de m pt ion de t e rm ina t ion da t e .
Ea rly re de m pt ion
The early redemption payment will be an amount equal to the stated principal amount for each security
pa ym e nt :
you hold plus the contingent monthly coupon with respect to the related observation date.
Re de m pt ion
Beginning after six months, quarterly, on September 30, 2020, December 31, 2020, March 31, 2021,
de t e rm ina t ion da t e s:
June 30, 2021, September 30, 2021, December 31, 2021, March 31, 2022, June 30, 2022, September
30, 2022, December 30, 2022, March 31, 2023, June 30, 2023, September 29, 2023, December 29,
2023, March 28, 2024, June 28, 2024, September 30, 2024 and December 31, 2024, subject to
postponement for non-index business days and certain market disruption events.
Ea rly re de m pt ion
Beginning after six months, quarterly, on October 5, 2020, January 6, 2021, April 5, 2021, July 6, 2021,
da t e s:
October 5, 2021, January 5, 2022, April 5, 2022, July 6, 2022, October 5, 2022, January 5, 2023, April
5, 2023, July 5, 2023, October 4, 2023, January 4, 2024, April 2, 2024, July 3, 2024, October 3, 2024
and January 6, 2025, provided that if any such day is not a business day, that early redemption
payment will be made on the next succeeding business day and no adjustment will be made to any
early redemption payment made on that succeeding business day.
Dow nside t hre shold
With respect to the RTY Index: 807.172, which is approximately 70% of its initial index value
le ve l:
With respect to the NDX Index: 5,469.449, which is approximately 70% of its initial index value
With respect to the INDU Index: 15,342.012, which is 70% of its initial index value
Coupon t hre shold
With respect to the RTY Index: 807.172, which is approximately 70% of its initial index value
le ve l:
With respect to the NDX Index: 5,469.449, which is approximately 70% of its initial index value
With respect to the INDU Index: 15,342.012, which is 70% of its initial index value
I nit ia l inde x va lue :
With respect to the RTY Index: 1,153.103, which is its index closing value on the pricing date
With respect to the NDX Index: 7,813.499, which is its index closing value on the pricing date
With respect to the INDU Index: 21,917.16, which is its index closing value on the pricing date
Fina l inde x va lue :
With respect to each index, the respective index closing value on the final observation date
Worst pe rform ing
The underlying index with the largest percentage decrease from the respective initial index value to the
unde rlying:
respective final index value
I nde x pe rform a nc e
Final index value divided by the initial index value
fa c t or:
Coupon pa ym e nt
Monthly, beginning May 5, 2020, as set forth under "Observation Dates and Coupon Payment Dates"
da t e s:
below; provided that if any such day is not a business day, that coupon payment will be made on the
next succeeding business day and no adjustment will be made to any coupon payment made on that
succeeding business day. The contingent monthly coupon, if any, with respect to the final observation
date will be paid on the maturity date
Obse rva t ion da t e s:
Monthly, as set forth under "Observation Dates and Coupon Payment Dates" below, subject to
postponement for non-index business days and certain market disruption events. We also refer to the
observation date immediately prior to the scheduled maturity date as the final observation date.
CU SI P / I SI N :
61770FSM9 / US61770FSM94
List ing:
The securities will not be listed on any securities exchange.

Observation Dates and Coupon Payment Dates

Obse rva t ion Da t e s
Coupon Pa ym e nt Da t e s
April 30, 2020
May 5, 2020
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May 29, 2020
June 3, 2020
June 30, 2020
July 3, 2020
July 31, 2020
August 5, 2020
August 31, 2020
September 3, 2020
September 30, 2020
October 5, 2020
October 30, 2020
November 4, 2020
November 30, 2020
December 3, 2020
December 31, 2020
January 6, 2021
January 29, 2021
February 3, 2021
February 26, 2021
March 3, 2021
March 31, 2021
April 5, 2021
April 30, 2021
May 5, 2021
May 28, 2021
June 3, 2021
June 30, 2021
July 6, 2021
July 30, 2021
August 4, 2021
August 31, 2021
September 3, 2021
September 30, 2021
October 5, 2021
October 29, 2021
November 3, 2021
November 30, 2021
December 3, 2021
December 31, 2021
January 5, 2022
January 31, 2022
February 3, 2022
February 28, 2022
March 3, 2022
March 31, 2022
April 5, 2022
March 2020
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due April 3, 2025, with 6-Month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Obse rva t ion Da t e s
Coupon Pa ym e nt Da t e s
April 29, 2022
May 4, 2022
May 31, 2022
June 3, 2022
June 30, 2022
July 6, 2022
July 29, 2022
August 3, 2022
August 31, 2022
September 6, 2022
September 30, 2022
October 5, 2022
October 31, 2022
November 3, 2022
November 30, 2022
December 5, 2022
December 30, 2022
January 5, 2023
January 31, 2023
February 3, 2023
February 28, 2023
March 3, 2023
March 31, 2023
April 5, 2023
April 28, 2023
May 3, 2023
May 31, 2023
June 5, 2023
June 30, 2023
July 6, 2023
July 31, 2023
August 3, 2023
August 31, 2023
September 6, 2023
September 29, 2023
October 4, 2023
October 31, 2023
November 3, 2023
November 30, 2023
December 5, 2023
December 29, 2023
January 4, 2024
January 31, 2024
February 5, 2024
February 29, 2024
March 5, 2024
March 28, 2024
April 2, 2024
April 30, 2024
May 3, 2024
May 31, 2024
June 5, 2024
June 28, 2024
July 3, 2024
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July 31, 2024
August 5, 2024
August 30, 2024
September 5, 2024
September 30, 2024
October 3, 2024
October 31, 2024
November 5, 2024
November 29, 2024
December 4, 2024
December 31, 2024
January 6, 2025
January 31, 2025
February 5, 2025
February 28, 2025
March 5, 2025
March 31, 2025 (final observation date)
April 3, 2025 (maturity date)
March 2020
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due April 3, 2025, with 6-Month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Investment Summary

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

Princ ipa l a t Risk Se c urit ie s

Contingent Income Auto-Callable Securities due April 3, 2025, with 6-Month Initial Non-Call Period All Payments on the Securities
Based on the Worst Performing of the Russell 2000® Index, the NASDAQ-100 Index® and the Dow Jones Industrial AverageSM
(the "securities") do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon
but only if the index closing value of e a c h underlying index is a t or a bove its respective c oupon t hre shold le ve l on the
related observation date. However, if the index closing value of a ny underlying index is le ss t ha n its respective c oupon
t hre shold le ve l on any observation date, we will pay no interest for the related quarterly period. If the index closing value of a ny
underlying index is le ss t ha n its respective c oupon t hre shold le ve l on each observation date, you will not receive any
contingent monthly coupon for the entire 5-year term of the securities. We refer to these coupons as contingent, because there is
no guarantee that you will receive a coupon payment on any coupon payment date. Even if each underlying index were to be at or
above its respective coupon threshold level on some monthly observation dates, they may not all close at or above their respective
coupon threshold levels on other observation dates, in which case you will not receive some contingent monthly coupon payments.
In addition, if the securities have not been automatically called prior to maturity and the final index value of a ny unde rlying
inde x is le ss t ha n its respective downside threshold level, investors will be fully exposed to the decline in the worst performing
underlying index on a 1-to-1 basis, and will receive a payment at maturity that is less than 70% of the stated principal amount of
the securities and could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of
losing t he ir e nt ire init ia l inve st m e nt a nd a lso t he risk of not re c e iving a ny c ont inge nt m ont hly c oupons
t hroughout t he e nt ire 5 -ye a r t e rm of t he se c urit ie s.

M a t urit y:
5 years
Cont inge nt m ont hly
A contingent monthly coupon will be paid on the securities on each coupon payment date
c oupon:
but only if the index closing value of e a c h underlying index is at or above its respective
c oupon t hre shold le ve l on the related observation date. If payable, the contingent
monthly coupon will be an amount in cash per stated principal amount corresponding to a
return of 13.80% per annum (corresponding to approximately $11.50 per month per
security) for each interest payment period for each applicable observation date. I f, on a ny
obse rva t ion da t e , t he inde x c losing va lue of a ny unde rlying inde x is le ss
t ha n t he re spe c t ive c oupon t hre shold le ve l, w e w ill pa y no c oupon for t he
a pplic a ble qua rt e rly pe riod.
Aut om a t ic e a rly
If the index closing value of e a c h underlying index is gre a t e r t ha n or e qua l t o its
re de m pt ion
init ia l inde x va lue on any quarterly redemption determination date, beginning on
be ginning a ft e r six
September 30, 2020 (approximately six months after the original issue date), the securities
m ont hs:
will be automatically redeemed for an early redemption payment equal to the stated
principal amount plus the contingent monthly coupon with respect to the related observation
date. No further payments will be made on the securities once they have been redeemed.
Pa ym e nt a t
If the securities have not been automatically redeemed prior to maturity, the payment at
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m a t urit y:
maturity will be determined as follows:

If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its
respective downside threshold level, investors will receive the sum of the stated principal
amount and the contingent monthly coupon with respect to the final observation date.

If the final index value of a ny underlying index is le ss t ha n its downside threshold level,
investors will receive a payment at maturity equal to the stated principal amount times the
index performance factor of the worst performing underlying index. Under these
circumstances, the payment at maturity will be less than 70% of the stated principal
amount of the securities and could be zero. No monthly coupon will be
March 2020
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due April 3, 2025, with 6-Month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s

payable at maturity. 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 $953.20.

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 contingent monthly coupon rate, the coupon threshold levels and
the downside threshold levels, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads
and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal
funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing,
selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following the
issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market
conditions, including those related to the underlying indices, and to our secondary market credit spreads, it would do so based on
values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account
statements.

MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may cease doing
so at any time.

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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due April 3, 2025, with 6-Month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
K e y I nve st m e nt Ra t iona le

The securities do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but
only if the index closing value of e a c h underlying index is a t or a bove its respective c oupon t hre shold le ve l on the related
observation date. However, if the index closing value of a ny underlying index is le ss t ha n its respective c oupon t hre shold
le ve l on any observation date, we will pay no interest for the related quarterly period. The securities have been designed for
investors who are willing to forgo market floating interest rates and accept the risk of receiving no coupon payments for the entire
5-year term of the securities in exchange for an opportunity to earn interest at a potentially above-market rate if each underlying
index closes at or above its respective coupon threshold level on the monthly observation dates until the securities are redeemed
early or reach maturity.

The following scenarios are for illustrative purposes only to demonstrate how the coupon and the payment at maturity (if the
securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every situation that may occur.
Accordingly, the securities may or may not be redeemed, the contingent monthly coupon may be payable in none of, or some but
not all of, the quarterly periods during the 5-year term of the securities and the payment at maturity may be less than 70% of the
stated principal amount of the securities and may be zero.

Sc e na rio 1 : T he se c urit ie s
This scenario assumes that, prior to early redemption, each underlying index closes at or
a re re de e m e d prior t o
above its c oupon t hre shold le ve l on some monthly observation dates, but one or more
m a t urit y
underlying indices close below the respective coupon threshold level(s) on the others.
Investors receive the contingent monthly coupon, corresponding to a return of 13.80% per
annum, for the quarterly periods for which each index closing value is at or above the
respective coupon threshold level on the related observation date, but not for the quarterly
periods for which any index closing value is below the respective coupon threshold level on
the related observation date.

Starting after six months, when e a c h underlying index closes at or above its respective
init ia l inde x va lue on a quarterly redemption determination date, the securities will be
automatically redeemed for the stated principal amount plus the contingent monthly coupon
with respect to the related observation date.
Sc e na rio 2 : T he se c urit ie s
This scenario assumes that each underlying index closes at or above the respective coupon
a re not re de e m e d prior t o
threshold level on some monthly observation dates, but one or more underlying indices close
m a t urit y, a nd inve st ors
below the respective coupon threshold level(s) on the others, and each underlying index closes
re c e ive princ ipa l ba c k a t
below its respective initial index value on every quarterly redemption determination date.
m a t urit y
Consequently, the securities are not automatically redeemed, and investors receive the
contingent monthly coupon, corresponding to a return of 13.80% per annum, for the quarterly
periods for which each index closing value is at or above the respective coupon threshold
level on the related observation date, but not for the quarterly periods for which any index
closing value is below the respective coupon threshold level on the related observation date.

On the final observation date, each underlying index closes at or above its downside threshold
level. At maturity, investors will receive the sum of the stated principal amount and the
contingent monthly coupon with respect to the final observation date.

March 2020
Page 6
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due April 3, 2025, with 6-Month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
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Sc e na rio 3 : T he se c urit ie s
This scenario assumes that each underlying index closes at or above its respective coupon
a re not re de e m e d prior t o
threshold level on some monthly observation dates, but one or more underlying indices close
m a t urit y, a nd inve st ors
below the respective coupon threshold level(s) on the others, and each underlying index closes
suffe r a subst a nt ia l loss of
below its respective initial index value on every quarterly redemption determination date.
princ ipa l a t m a t urit y
Consequently, the securities are not automatically redeemed, and investors receive the
contingent monthly coupon, corresponding to a return of 13.80% per annum, for the quarterly
periods for which each index closing value is at or above the respective coupon threshold
level on the related observation date, but not for the quarterly periods for which any index
closing value is below the respective coupon threshold level on the related observation date.

On the final observation date, one or more underlying indices close below the respective
downside threshold level(s). At maturity, investors will receive an amount equal to the stated
principal amount multiplied by the index performance factor of the worst performing underlying
index. Under these circumstances, the payment at maturity will be less than 70% of the stated
principal amount and could be zero. No coupon will be paid at maturity in this scenario.
March 2020
Page 7
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due April 3, 2025, with 6-Month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
How the Securities Work

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

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

Dia gra m # 2 : Aut om a t ic Ea rly Re de m pt ion (St a rt ing a ft e r six m ont hs)
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March 2020
Page 8
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due April 3, 2025, with 6-Month Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Dia gra m # 3 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

For more information about the payout upon an early redemption or at maturity in different hypothetical scenarios, see "Hypothetical
Examples" starting on page 10.
March 2020
Page 9
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due April 3, 2025, with 6-Month Initial Non-Call Period
®
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All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 I nde x , t he N ASDAQ -1 0 0
I nde x ® a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

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

Contingent Monthly Coupon:
A contingent monthly coupon will be paid on the securities on each coupon payment date but
only if the index closing value of e a c h underlying index is at or above its respective c oupon
t hre shold le ve l on the related observation date. If payable, the contingent monthly coupon
will be an amount in cash per stated principal amount corresponding to a return of 13.80% per
annum for each interest payment period for each applicable observation date. These
hypothetical examples reflect the contingent monthly coupon rate of 13.80% per annum
(corresponding to approximately $11.50 per month per security*).
Automatic Early Redemption
If the index closing value of e a c h underlying index is greater than or equal to its respective
(starting after six months):
init ia l inde x va lue on any quarterly redemption determination date, the securities will be
automatically redeemed for an early redemption payment equal to the stated principal amount
plus the contingent monthly coupon with respect to the related observation date.
Payment at Maturity (if the
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective
securities have not been
downside threshold level, investors will receive the stated principal amount plus the contingent
automatically redeemed early):
monthly coupon with respect to the final observation date.

If the final index value of a ny underlying index is le ss t ha n its respective downside threshold
level, investors will receive a payment at maturity equal to the stated principal amount multiplied
by the index performance factor of the worst performing underlying index. Under these
circumstances, the payment at maturity will be less than 70% of the stated principal amount of
the securities and could be zero.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the RTY Index: 1,200
With respect to the NDX Index: 7,600
With respect to the INDU Index: 26,000
Hypothetical Coupon Threshold
With respect to the RTY Index: 840, which is 70% of the hypothetical initial index value for such
Level:
index
With respect to the NDX Index: 5,320, which is 70% of the hypothetical initial index value for
such index
With respect to the INDU Index: 18,200, which is 70% of the hypothetical initial index value for
such index
Hypothetical Downside Threshold With respect to the RTY Index: 840, which is 70% of the hypothetical initial index value for such
level:
index
With respect to the NDX Index: 5,320, which is 70% of the hypothetical initial index value for
such index
With respect to the INDU Index: 18,200, which is 70% of the hypothetical initial index value for
such index

* The actual contingent monthly 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 basis. The hypothetical contingent monthly coupon of $11.50 is used in these
examples for ease of analysis.

March 2020
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