Obligation Morgan Stanley Financial 13.15% ( US61770FXD31 ) en USD

Morgan Stanley Financial

100.025 % ⇌

Etas-Unis

US61770FXD31 ( en USD )

13.15% par an ( paiement semestriel )

30/03/2026 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FXD31 en USD 13.15%, échue

1 000 USD

1 593 000 USD

61770FXD3

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.

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61770FXD31, paye un coupon de 13.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/03/2026

424B2 1 dp124731_424b2-ps3717.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Contingent Income Auto-Callable Securities due
$1,593,000

$206.77
2026

M a rc h 2 0 2 0
Pricing Supplement No. 3,717
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 25, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due March 30, 2026, with 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 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 S&P 500® Index a nd the Dow Jones Industrial AverageSM is a t or a bove
70% of its respective initial index value, which we refer to as the respective c oupon t hre shold le ve l, on the related observation
date. However, if the index closing value of a ny underlying index is le ss t ha n its c oupon t hre shold le ve l on any observation
date, we will pay no interest for the related monthly period. In addition, starting one year after the original issue date, the securities
will be automatically redeemed if the index closing value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective
init ia l inde x va lue on any monthly 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 6 -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 6-year term, with no possibility of being called out of the securities until
after the initial 1-year non-call period. Investors will not participate in any appreciation of any underlying index. The securities are
notes issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of
your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st
in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
https://www.sec.gov/Archives/edgar/data/895421/000095010320006160/dp124731_424b2-ps3717.htm[3/27/2020 3:44:06 PM]

Russell 2000® Index (the "RTY Index"), S&P 500® Index (the "SPX Index") and Dow Jones
U nde rlying indic e s:
Industrial AverageSM (the "INDU Index")
Aggre ga t e princ ipa l
$1,593,000
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 25, 2020
Origina l issue da t e :
March 30, 2020 (3 business days after the pricing date)
M a t urit y da t e :
March 30, 2026
Cont inge nt m ont hly
A contingent coupon will be paid on the securities on each coupon payment date but only if the
c oupon:
index closing value of e a c h underlying index is at or above its respective c oupon t hre shold
le ve l on the related observation date. If payable, the contingent monthly coupon will be an
amount in cash per stated principal amount corresponding to a return of 13.15% per annum for
each interest payment period for each applicable observation date.
I f, on a ny obse rva t ion da t e , t he inde x c losing va lue of a ny unde rlying inde x is
le ss t ha n it s re spe c t ive c oupon t hre shold le ve l, w e w ill pa y no c oupon for t he
a pplic a ble m ont hly pe riod. I t is possible t ha t a ny unde rlying inde x w ill re m a in
be low it s re spe c t ive c oupon t hre shold le ve l for e x t e nde d pe riods of t im e or
e ve n t hroughout t he e nt ire 6 -ye a r t e rm of t he se c urit ie s so t ha t you w ill re c e ive
fe w or no c ont inge nt m ont hly c oupons.
Pa ym e nt a t m a t urit y:
If the securities have not been automatically redeemed prior to maturity, the payment at maturity
will be determined as follows:
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective
downside threshold level, investors will receive the stated principal amount plus the contingent
monthly coupon with respect to the final observation date.
If the final index value of a ny underlying index is le ss t ha n its respective downside threshold
level, investors will receive (i) the stated principal amount multiplied by (ii) the index performance
factor of the worst performing underlying index. Under these circumstances, the payment at
maturity will be less than 70% of the stated principal amount of the securities and could be zero.

Terms continued on the following page
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of
interest."
Est im a t e d va lue on t he
$922.20 per security. See "Investment Summary" beginning on page 4.
pric ing da t e :
Com m issions a nd issue
Age nt 's c om m issions a nd
pric e :
Pric e t o public (1)
fe e s (2)
Proc e e ds t o us(3)
Pe r se c urit y
$1,000
$2.50
$997.50
T ot a l
$1,593,000
$3,982.50
$1,589,017.50
(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 $997.50 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 .
https://www.sec.gov/Archives/edgar/data/895421/000095010320006160/dp124731_424b2-ps3717.htm[3/27/2020 3:44:06 PM]

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

Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 30, 2026, with 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 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 1 year after the original issue
date. Following this initial 1-year non-call period, if, on any redemption determination date,
beginning on March 25, 2021, the index closing value of e a c h underlying index is gre a t e r
t ha n or e qua l t o its respective initial index value, the securities will be automatically redeemed
for an early redemption payment on the related early redemption date. No further payments will
be made on the securities once they have been redeemed.
T he se c urit ie s w ill not be re de e m e d e a rly on a ny e a rly re de m pt ion da t e if t he
inde x c losing va lue of a ny unde rlying inde x is be low t he re spe c t ive init ia l inde x
va lue for suc h unde rlying inde x on t he re la t e d re de m pt ion de t e rm ina t ion da t e .
Ea rly re de m pt ion
The early redemption payment will be an amount equal to the stated principal amount for each
pa ym e nt :
security you hold plus the contingent monthly coupon with respect to the related observation date.
Re de m pt ion de t e rm ina t ion Monthly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon
da t e s:
Payment Dates and Early Redemption Dates" below, subject to postponement for non-index
business days and certain market disruption events.
Ea rly re de m pt ion da t e s:
Beginning on March 30, 2021, monthly. See "Observation Dates, Redemption Determination
Dates, Coupon Payment Dates and Early Redemption Dates" below. If any such day is not a
business day, that early redemption payment will be made on the next succeeding business day
and no adjustment will be made to any early redemption payment made on that succeeding
business day.
Dow nside t hre shold le ve l: With respect to the RTY Index: 777.256, which is approximately 70% of its initial index value
With respect to the SPX Index: 1,732.892, which is 70% of its initial index value
With respect to the INDU Index: 14,480.385, which is 70% of its initial index value
Coupon t hre shold le ve l:
With respect to the RTY Index: 777.256, which is approximately 70% of its initial index value
With respect to the SPX Index: 1,732.892, which is 70% of its initial index value
With respect to the INDU Index: 14,480.385, which is 70% of its initial index value
I nit ia l inde x va lue :
With respect to the RTY Index: 1,110.365, which is its index closing value on the pricing date
With respect to the SPX Index: 2,475.56, which is its index closing value on the pricing date
With respect to the INDU Index: 21,200.55, which is its index closing value on the pricing date
Fina l inde x va lue :
With respect to each index, the respective index closing value on the final observation date
Worst pe rform ing
The underlying index with the largest percentage decrease from the respective initial index value
unde rlying:
to the respective final index value
I nde x pe rform a nc e fa c t or: Final index value divided by the initial index value
Coupon pa ym e nt da t e s:
Monthly, beginning April 30, 2020, as set forth under "Observation Dates, Redemption
Determination Dates, Coupon Payment Dates and Early Redemption Dates" below; provided that
if any such day is not a business day, that coupon payment will be made on the next succeeding
business day and no adjustment will be made to any coupon 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.
https://www.sec.gov/Archives/edgar/data/895421/000095010320006160/dp124731_424b2-ps3717.htm[3/27/2020 3:44:06 PM]

Obse rva t ion da t e s:
Monthly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon
Payment Dates and Early Redemption 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 :
61770FXD3 / US61770FXD31
List ing:
The securities will not be listed on any securities exchange.

Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early
Redemption Dates
Obse rva t ion Da t e s / Re de m pt ion
Coupon Pa ym e nt Da t e s / Ea rly
De t e rm ina t ion 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 25, 2020*
June 30, 2020*
July 27, 2020*
July 30, 2020*
August 25, 2020*
August 28, 2020*
September 25, 2020*
September 30, 2020*
October 26, 2020*
October 29, 2020*
November 25, 2020*
December 1, 2020*
December 28, 2020*
December 31, 2020*
January 25, 2021*
January 28, 2021*
February 25, 2021*
March 2, 2021*
March 25, 2021
March 30, 2021
April 26, 2021
April 29, 2021
May 25, 2021
May 28, 2021
June 25, 2021
June 30, 2021
July 26, 2021
July 29, 2021
August 25, 2021
August 30, 2021
September 27, 2021
September 30, 2021
October 25, 2021
October 28, 2021
November 26, 2021
December 1, 2021
December 27, 2021
December 30, 2021
January 25, 2022
January 28, 2022
February 25, 2022
March 2, 2022

March 2020
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 30, 2026, with 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 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 / Re de m pt ion
Coupon Pa ym e nt Da t e s / Ea rly
De t e rm ina t ion Da t e s
Re de m pt ion Da t e s
March 25, 2022
March 30, 2022
April 25, 2022
April 28, 2022
May 25, 2022
May 31, 2022
June 27, 2022
June 30, 2022
July 25, 2022
July 28, 2022
https://www.sec.gov/Archives/edgar/data/895421/000095010320006160/dp124731_424b2-ps3717.htm[3/27/2020 3:44:06 PM]

August 25, 2022
August 30, 2022
September 26, 2022
September 29, 2022
October 25, 2022
October 28, 2022
November 25, 2022
November 30, 2022
December 27, 2022
December 30, 2022
January 25, 2023
January 30, 2023
February 27, 2023
March 2, 2023
March 27, 2023
March 30, 2023
April 25, 2023
April 28, 2023
May 25, 2023
May 31, 2023
June 26, 2023
June 29, 2023
July 25, 2023
July 28, 2023
August 25, 2023
August 30, 2023
September 25, 2023
September 28, 2023
October 25, 2023
October 30, 2023
November 27, 2023
November 30, 2023
December 26, 2023
December 29, 2023
January 25, 2024
January 30, 2024
February 26, 2024
February 29, 2024
March 25, 2024
March 28, 2024
April 25, 2024
April 30, 2024
May 28, 2024
May 31, 2024
June 25, 2024
June 28, 2024
July 25, 2024
July 30, 2024
August 26, 2024
August 29, 2024
September 25, 2024
September 30, 2024
October 25, 2024
October 30, 2024
November 25, 2024
November 29, 2024
December 26, 2024
December 31, 2024
January 27, 2025
January 30, 2025
February 25, 2025
February 28, 2025
March 25, 2025
March 28, 2025
April 25, 2025
April 30, 2025
May 27, 2025
May 30, 2025
June 25, 2025
June 30, 2025
July 25, 2025
July 30, 2025
August 25, 2025
August 28, 2025
September 25, 2025
September 30, 2025
October 27, 2025
October 30, 2025
November 25, 2025
December 1, 2025
December 26, 2025
December 31, 2025
January 26, 2026
January 29, 2026
February 25, 2026
March 2, 2026
March 25, 2026 (final observation date)
March 30, 2026 (maturity date)
*The securities are not subject to automatic early redemption until the twelfth coupon payment date, which is March 30, 2021.

March 2020
Page 3
Morgan Stanley Finance LLC
https://www.sec.gov/Archives/edgar/data/895421/000095010320006160/dp124731_424b2-ps3717.htm[3/27/2020 3:44:06 PM]

Contingent Income Auto-Callable Securities due March 30, 2026, with 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ®
I nde x a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Investment Summary
Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

Contingent Income Auto-Callable Securities due March 30, 2026, with 1-year Initial Non-Call Period All Payments on the Securities
Based on the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial AverageSM (the
"securities") do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but
only if the index closing value of e a c h underlying index is a t or a bove its respective c oupon t hre shold le ve l on the related
observation date. However, if the index closing value of a ny underlying index is le ss t ha n its respective c oupon t hre shold
le ve l on any observation date, we will pay no interest for the related monthly period. If the index closing value of a ny underlying
index is le ss t ha n its respective c oupon t hre shold le ve l on each observation date, you will not receive any contingent
monthly coupon for the entire 6-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 6 -ye a r t e rm of t he se c urit ie s.

M a t urit y:
6 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 13.15% per annum for each interest payment period for each applicable
observation date. I f, on a ny obse rva t ion da t e , t he inde x c losing va lue of a ny
unde rlying inde x is le ss t ha n t he re spe c t ive c oupon t hre shold le ve l, w e
w ill pa y no c oupon for t he a pplic a ble m ont hly pe riod.
Aut om a t ic e a rly
If the index closing value of e a c h underlying index is gre a t e r t ha n or e qua l t o its
re de m pt ion
init ia l inde x va lue on any monthly redemption determination date, beginning on March
be ginning a ft e r one
25, 2021 (approximately one year after the original issue date), the securities will be
ye a r:
automatically redeemed for an early redemption payment equal to the stated principal
amount plus the contingent monthly coupon with respect to the related observation date.
No further payments will be made on the securities once they have been redeemed.
Pa ym e nt a t
If the securities have not been automatically redeemed prior to maturity, the payment at
m a t urit y:
maturity will be determined as follows:
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its
respective downside threshold level, investors will receive the 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 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 .

March 2020
Page 4
Morgan Stanley Finance LLC
https://www.sec.gov/Archives/edgar/data/895421/000095010320006160/dp124731_424b2-ps3717.htm[3/27/2020 3:44:06 PM]

Contingent Income Auto-Callable Securities due March 30, 2026, with 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 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
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 $922.20.

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.

March 2020
Page 5
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 30, 2026, with 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ®
I nde x a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
K e y I nve st m e nt Ra t iona le

The securities do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but
only if the index closing value of e a c h underlying index is a t or a bove its respective c oupon t hre shold le ve l on the related
observation date. However, if the index closing value of a ny underlying index is le ss t ha n its respective c oupon t hre shold
le ve l on any observation date, we will pay no interest for the related monthly period. The securities have been designed for
investors who are willing to forgo market floating interest rates and accept the risk of receiving no coupon payments for the entire
6-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
https://www.sec.gov/Archives/edgar/data/895421/000095010320006160/dp124731_424b2-ps3717.htm[3/27/2020 3:44:06 PM]

securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every situation that may occur.
Accordingly, the securities may or may not be redeemed, the contingent monthly coupon may be payable in none of, or some but
not all of, the monthly periods during the 6-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 13.15% per
annum, for the monthly periods for which each index closing value is at or above the
respective coupon threshold level on the related observation date, but not for the monthly
periods for which any index closing value is below the respective coupon threshold level on
the related observation date.
Starting after one year, when e a c h underlying index closes at or above its respective init ia l
inde x va lue on a monthly 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 monthly 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 13.15% per annum, for the monthly
periods for which each index closing value is at or above the respective coupon threshold
level on the related observation date, but not for the monthly periods for which any index
closing value is below the respective coupon threshold level on the related observation date.
On the final observation date, each underlying index closes at or above its downside threshold
level. At maturity, investors will receive the 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 March 30, 2026, with 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ®
I nde x a nd t he Dow J one s I ndust ria l Ave ra ge SM
Princ ipa l a t Risk Se c urit ie s
Sc e na rio 3 : T he se c urit ie s
This scenario assumes that each underlying index closes at or above its respective coupon
a re not re de e m e d prior t o
threshold level on some monthly observation dates, but one or more underlying indices close
m a t urit y, a nd inve st ors
below the respective coupon threshold level(s) on the others, and each underlying index closes
suffe r a subst a nt ia l loss of
below its respective initial index value on every monthly 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 13.15% per annum, for the monthly
periods for which each index closing value is at or above the respective coupon threshold
level on the related observation date, but not for the monthly periods for which any index
closing value is below the respective coupon threshold level on the related observation date.
On the final observation date, one or more underlying indices close below the respective
downside threshold level(s). At maturity, investors will receive an amount equal to the stated
principal amount multiplied by the index performance factor of the worst performing underlying
index. Under these circumstances, the payment at maturity will be less than 70% of the stated
principal amount and could be zero. No coupon will be paid at maturity in this scenario.

March 2020
Page 7
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 30, 2026, with 1-year Initial Non-Call Period
https://www.sec.gov/Archives/edgar/data/895421/000095010320006160/dp124731_424b2-ps3717.htm[3/27/2020 3:44:06 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 Russe ll 2 0 0 0 ® I nde x , t he S& P 5 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 monthly redemption determination date (starting after one year) and
(3) the final index values. Please see "Hypothetical Examples" beginning on page 10 for illustration of hypothetical payouts on the
securities.

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

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

March 2020
Page 8
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 30, 2026, with 1-year Initial Non-Call Period
https://www.sec.gov/Archives/edgar/data/895421/000095010320006160/dp124731_424b2-ps3717.htm[3/27/2020 3:44:06 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 Russe ll 2 0 0 0 ® I nde x , t he S& P 5 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 March 30, 2026, with 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 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 13.15% per
annum for each interest payment period for each applicable observation date. These hypothetical
examples reflect the contingent monthly coupon rate of 13.15% per annum (corresponding to
approximately $10.958 per quarter per security*).
Automatic Early Redemption
If the index closing value of e a c h underlying index is greater than or equal to its respective
(starting after one year):
init ia l inde x va lue on any monthly 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.
https://www.sec.gov/Archives/edgar/data/895421/000095010320006160/dp124731_424b2-ps3717.htm[3/27/2020 3:44:06 PM]

Document Outline

#1">
- #1">