Bond Morgan Stanley Financial 7% ( US61768CFC64 ) in USD

Morgan Stanley Financial

100.6 % ⇌

United States

US61768CFC64 ( in USD )

7% per year ( payment 2 times a year)

26/02/2027

Prospectus brochure of the bond Morgan Stanley Finance US61768CFC64 en USD 7%, maturity 26/02/2027

1 000 USD

599 000 USD

61768CFC6

N/A

26/08/2026 ( In 146 days )

Morgan Stanley is a leading global financial services firm offering investment banking, securities, wealth management, and investment management services to corporations, governments, and individuals.

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768CFC64, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 26/02/2027

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768CFC64, was rated NR by Moody's credit rating agency.

424B2 1 dp73325_424b2-ps1317.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Contingent Income Securities due 2027

$599,000

$69.42

Fe brua ry 2 0 1 7
Pricing Supplement No. 1,317
Registration Statement Nos. 333-200365; 333-200365-12
Morgan Stanley Finance LLC
Dated February 23, 2017
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Securities due February 26, 2027
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
EU RO ST OX X 5 0 ® I nde x
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. The securities have the terms described in the accompanying prospectus 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 after the first five years. For the first 5 years, the securities will pay a fixed monthly
coupon at the rate specified below. Thereafter, the securities will pay a contingent monthly coupon but only if the index closing
value of e a c h 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 EU RO ST OX X 5 0 ® I nde x on the related
observation date is a t or a bove 6 0 % of it s re spe c t ive init ia l inde x va lue , which we refer to as the barrier level. If the
index closing value of a ny unde rlying inde x is less than the barrier level for such index on any observation date after the first
5 years, we will pay no interest for the related interest period. At maturity, if the final index value of e a c h underlying index is
greater than or equal to the barrier level of 60% of the respective initial index value, the payment at maturity will be the stated
principal amount and the related contingent monthly coupon. If, however, the final index value of a ny underlying index is less than
its barrier level, investors will be 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 60% of the stated principal amount of the securities and could be zero. Ac c ordingly,
inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt ba se d
on t he pe rform a nc e of a ny unde rlying inde x a nd a lso t he risk of not re c e iving a ny m ont hly c oupons a ft e r
t he first 5 ye a rs. I nve st ors w ill not pa rt ic ipa t e in a ny a ppre c ia t ion of a ny unde rlying inde x . Because payments
on the securities are based on the worst performing of the underlying indices, a decline beyond the respective barrier level of a ny
underlying index will result in few or no contingent monthly coupons after the first 5 years and/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 few or no monthly
coupons after the first 5 years if a ny unde rlying inde x closes below the barrier level for such index on the observation dates.
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"), S&P 500® Index (the "SPX Index") and EURO STOXX
U nde rlying indic e s:
50® Index (the "SX5E Index")
Aggre ga t e princ ipa l
$599,000
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)
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Pric ing da t e :
February 23, 2017
Origina l issue da t e :
February 28, 2017 (3 business days after the pricing date)
M a t urit y da t e :
February 26, 2027
M ont hly c oupon:
Years 1-5: On all coupon payment dates through February 2022, a fixed coupon at an annual
rate of 7.00% (corresponding to approximately $5.8333 per month per security) is paid monthly.
Years 6-10: Beginning with the March 2022 coupon payment date, a contingent coupon at an
annual rate of 7.00% (corresponding to approximately $5.8333 per month per security) is paid
monthly but only if the closing value of e a c h unde rlying inde x is a t or a bove its respective
barrier level on the related observation date.
I f, on a ny obse rva t ion da t e in ye a rs 6 -1 0 , t he c losing va lue of a ny unde rlying
inde x is le ss t ha n t he ba rrie r le ve l for suc h inde x , w e w ill pa y no c oupon for t he
a pplic a ble int e re st pe riod. I t is possible t ha t a ny or a ll unde rlying indic e s w ill
re m a in be low t he re spe c t ive ba rrie r le ve l(s) for e x t e nde d pe riods of t im e or
e ve n t hroughout ye a rs 6 -1 0 so t ha t you w ill re c e ive fe w or no c ont inge nt
m ont hly c oupons during t ha t pe riod.
Ba rrie r le ve l:
With respect to the RTY Index: 836.774, which is approximately 60% of the initial index value for
such index
With respect to the SPX Index: 1,418.286, which is 60% of the initial index value for such index

With respect to the SX5E Index: 2,000.376, which is 60% of the initial index value for such index
Pa ym e nt a t m a t urit y:
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
barrier level: 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 respective barrier level: (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 60% 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
$938.60 per security. See "Investment Summary" beginning on page 3.
pric ing da t e :
Com m issions a nd issue
pric e :
Pric e t o public (1)
Age nt 's c om m issions (2)
Proc e e ds t o us(3)
Pe r se c urit y
$1,000
$35
$965
T ot a l
$599,000
$20,965
$578,035
(1) The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2) 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; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will receive a sales commission of $5 per
security. 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.
(3) See "Use of proceeds and hedging" on page 30.
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 1 .
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 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 .
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 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
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 .
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
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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 Fe brua ry 1 6 , 2 0 1 6 I nde x Supple m e nt da t e d J a nua ry 3 0 , 2 0 1 7
Prospe c t us da t e d Fe brua ry 1 6 , 2 0 1 6
Morgan Stanley Finance LLC
Contingent Income Securities due February 26, 2027
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 EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
I nit ia l inde x va lue :
With respect to the RTY Index: 1,394.623, which is the index closing value of such index on the
pricing date
With respect to the SPX Index: 2,363.81, which is the index closing value of such index on the
pricing date

With respect to the SX5E Index: 3,333.96, which is the index closing value of such index 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 inde x :
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, on the 26th day of each month, beginning March 26, 2017; provided that if any such day
is not a business day, that monthly coupon, if any, will be paid on the next succeeding business
day and no adjustment will be made to any coupon payment made on that succeeding business
day; provided further that the contingent monthly coupon, if any, with respect to the final
observation date shall be paid on the maturity date.
Obse rva t ion da t e s:
The third scheduled business day preceding each scheduled coupon payment date, beginning
with the March 26, 2022 scheduled coupon payment date, subject to postponement for non-index
business days and certain market disruption events. We also refer to the third scheduled
business day prior to the scheduled maturity date as the final observation date.
CU SI P / I SI N :
61768CFC6 / US61768CFC64
List ing:
The securities will not be listed on any securities exchange.

February 2017
Page 2
Morgan Stanley Finance LLC
Contingent Income Securities due February 26, 2027
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 EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Investment Summary
Cont inge nt I nc om e Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

Contingent Income Securities due February 26, 2027 Payments on the Securities Based on the Worst Performing of the Russell
2000® Index, the S&P 500® Index and the EURO STOXX 50® Index (the "securities") do not guarantee the repayment of principal
and do not provide for the regular payment of interest after the first 5 years. For the first 5 years, the securities will pay a fixed
monthly coupon at the rate specified below. Thereafter, the securities will pay a contingent monthly coupon but only if the index
closing value of e a c h 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 EU RO ST OX X 5 0 ® I nde x (which
we refer to together as the "underlying indices") is a t or a bove 60% of its respective initial index value, which we refer to as the
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barrier level, on the related observation date. If the index closing value of a ny unde rlying inde x is less than the barrier level
for such index on any observation date after the first 5 years, we will pay no coupon for the related monthly period. It is possible
that the index closing value of any or all underlying indices will remain below the respective barrier level(s) for extended periods of
time or even throughout years 6-10 so that you will receive few or no contingent monthly coupons during that period. We refer to
the coupon on the securities after the first 5 years as contingent, because there is no guarantee that you will receive a coupon
payment on any coupon payment date during that period. Even if an underlying index were to be at or above the barrier level for
such index on some monthly observation dates, it may fluctuate below the barrier level on others. In addition, even if one or two of
the underlying indices were to be at or above the barrier level(s) for such index or indices on all monthly observation dates, you will
receive a contingent monthly coupon during years 6-10 only with respect to the observation dates on which the other underlying
index or indices are also at or above the barrier level(s) for such index or indices, if any. At maturity, if the final index value of
e a c h underlying index is greater than or equal to the barrier level of 60% of the respective initial index value, the payment at
maturity will be the stated principal amount and the related contingent monthly coupon. If, however, the final index value of a ny
unde rlying index is less than its barrier level, investors will be 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 60% of the stated principal amount of the securities and
could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire
init ia l inve st m e nt ba se d on t he pe rform a nc e of a ny unde rlying inde x a nd a lso t he risk of not re c e iving a ny
m ont hly c oupons a ft e r t he first 5 ye a rs.

M a t urit y:
10 years
M ont hly c oupon:
Years 1-5: On all coupon payment dates through February 2022, a fixed coupon
at an annual rate of 7.00% (corresponding to approximately $5.8333 per month
per security) is paid monthly.

Years 6-10: Beginning with the March 2022 coupon payment date, a contingent
coupon at an annual rate of 7.00% (corresponding to approximately $5.8333 per
month per security) is paid monthly but only if the closing value of e a c h
unde rlying inde x is a t or a bove its respective barrier level on the related
observation date.

I f, on a ny obse rva t ion da t e in ye a rs 6 -1 0 , t he c losing va lue of a ny
unde rlying inde x is le ss t ha n t he ba rrie r le ve l for suc h inde x , w e
w ill pa y no c oupon for t he a pplic a ble int e re st pe riod. I t is possible
t ha t a ny or a ll unde rlying indic e s w ill re m a in be low t he re spe c t ive
ba rrie r le ve l(s) for e x t e nde d pe riods of t im e or e ve n t hroughout
ye a rs 6 -1 0 so t ha t you w ill re c e ive fe w or no c ont inge nt m ont hly
c oupons during t ha t pe riod.
Pa ym e nt a t
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
m a t urit y:
its respective barrier level: the stated principal amount and the contingent
monthly coupon with respect to the final observation date.

If the final index value of a ny unde rlying index is le ss t ha n its respective
barrier level: (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 60% of the stated
principal amount of the securities and could be zero.

Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway,
New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative.
Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

February 2017
Page 3
Morgan Stanley Finance LLC
Contingent Income Securities due February 26, 2027
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 EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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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 $938.60.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the underlying indices. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying indices, instruments based on the
underlying indices, volatility and other factors including current and expected interest rates, as well as an interest rate related to our
secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary
market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the monthly coupon rate and the barrier 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 12 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.

February 2017
Page 4
Morgan Stanley Finance LLC
Contingent Income Securities due February 26, 2027
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 EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Key Investment Rationale

The securities provide for fixed monthly coupon payments at the rate specified herein for the first 5 years. Thereafter, the securities
do not provide for the regular payment of interest and instead will pay a contingent monthly coupon but only if the index closing
value of e a c h unde rlying inde x is a t or a bove 60% of its initial index value, which we refer to as the barrier level, on the
related observation date. The following scenarios are for illustration purposes only to demonstrate how the payment at maturity and
monthly coupon are calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the contingent
monthly coupon may be payable with respect to none of, or some but not all of, the monthly periods during years 6-10, and the
payment at maturity may be less than 60% of the stated principal amount and could be zero. Investors will not participate in any
appreciation in any underlying index.

Sc e na rio 1 : A contingent
This scenario assumes that during years 6-10, each underlying index closes at or above its
monthly coupon is paid for all
respective barrier level on every monthly observation date. Investors receive the 7.00% per
interest periods, and investors
annum contingent monthly coupon for each interest period during the term of the securities. At
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receive principal back at maturity,
maturity, each underlying index closes above its respective barrier level, and so investors
which is the best-case scenario.
receive the stated principal amount and the contingent monthly coupon with respect to the final
observation date.
Sc e na rio 2 : A contingent
This scenario assumes that each underlying index closes at or above its respective barrier
monthly coupon is paid for some,
level on some monthly observation dates after the first 5 years, but one or more underlying
but not all, interest periods, and
indices close below the respective barrier level(s) for such index on the others. Investors
investors receive principal back at receive the fixed monthly coupon for the monthly interest periods during the first 5
maturity.
years. Investors will receive the contingent monthly coupon for the monthly interest periods
during years 6-10 for which the index closing value of each underlying index is at or above its
respective barrier level on the related observation date, but not for the interest periods for
which one or more underlying indices close below the respective barrier level(s) on the related
observation date. At maturity, each underlying index closes above its respective barrier level,
and so investors receive the stated principal amount and the contingent monthly coupon with
respect to the final observation date.
Sc e na rio 3 : No contingent
This scenario assumes that one or more underlying indices close below the respective barrier
monthly coupon is paid for any
level(s) on every monthly observation date during years 6-10. Since one or more underlying
interest period during years 6- indices close below the respective barrier level(s) on every monthly observation date during
10, and investors suffer a
years 6-10, investors do not receive any contingent monthly coupon during this period. On the
substantial loss of principal at
final observation date, one or more underlying indices close below the respective barrier
maturity.
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 60% of the stated principal
amount and could be zero.

February 2017
Page 5
Morgan Stanley Finance LLC
Contingent Income Securities due February 26, 2027
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 EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Underlying Indices Summary

Russe ll 2 0 0 0 ® I nde x

The Russell 2000® Index is an index calculated, published and disseminated by Russell Investments, and measures the composite
price performance of stocks of 2,000 companies (the "Russell 2000 Component Stocks") incorporated in the U.S. and its territories.
All 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell 3000® Index. The
Russell 3000® Index is composed of the 3,000 largest U.S. companies as determined by market capitalization and represents
approximately 98% of the U.S. equity market. The Russell 2000® Index consists of the smallest 2,000 companies included in the
Russell 3000® Index and represents a small portion of the total market capitalization of the Russell 3000® Index. The Russell
2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity market.

Information as of market close on February 23, 2017:

Bloom be rg T ic k e r Sym bol:
RTY
Curre nt I nde x V a lue :
1,394.623
5 2 We e k s Ago:
1,012.151
5 2 We e k H igh (on 2 /2 1 /2 0 1 7 ):
1,410.344
5 2 We e k Low (on 2 /2 3 /2 0 1 6 ):
1,012.151

For additional information about the Russell 2000® Index, see the information set forth under "Russell 2000® Index" in the
®
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accompanying index supplement. Furthermore, for additional historical information, see "Russell 2000 Index Historical
Performance" below.

S& P 5 0 0 ® I nde x

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 February 23, 2017:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,363.81
5 2 We e k s Ago:
1,921.27
5 2 We e k H igh (on 2 /2 1 /2 0 1 7 ):
2,365.38
5 2 We e k Low (on 2 /2 3 /2 0 1 6 ):
1,921.27

For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the accompanying
index supplement. Furthermore, for additional historical information, see "S&P 500® Index Historical Performance" below.

EU RO ST OX X 5 0 ® I nde x

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG.
Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at December 31,
1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600
Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and
represent the largest companies across all market sectors.

February 2017
Page 6
Morgan Stanley Finance LLC
Contingent Income Securities due February 26, 2027
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 EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Information as of market close on February 23, 2017:

Bloom be rg T ic k e r Sym bol:
SX5E
Curre nt I nde x V a lue :
3,333.96
5 2 We e k s Ago:
2,887.38
5 2 We e k H igh (on 2 /2 1 /2 0 1 7 ):
3,339.33
5 2 We e k Low (on 6 /2 7 /2 0 1 6 ):
2,697.44

For additional information about the EURO STOXX 50® Index, see the information set forth under "EURO STOXX 50® Index" in
the accompanying index supplement. Furthermore, for additional historical information, see "EURO STOXX 50® Index Historical
Performance" below.

February 2017
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Morgan Stanley Finance LLC
Contingent Income Securities due February 26, 2027
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 EU RO ST OX X 5 0 ® I nde x
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. The following examples are for illustrative purposes only. For the
first 5 years, you will receive a fixed monthly coupon at a rate of 7.00% per annum regardless of the performance of the underlying
indices. Whether you receive a contingent monthly coupon after the first 5 years 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 and barrier 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 below examples are based on the following terms:

Monthly Coupon:
Years 1-5: On all coupon payment dates through February 2022, a fixed coupon at an annual
rate of 7.00% (corresponding to approximately $5.8333 per month per security) is paid monthly.
Years 6-10: Beginning with the March 2022 coupon payment date, a contingent coupon at an
annual rate of 7.00% (corresponding to approximately $5.8333 per month per security) is paid
monthly but only if the closing value of e a c h unde rlying inde x is a t or a bove its
respective barrier level on the related observation date.
I f, on a ny obse rva t ion da t e in ye a rs 6 -1 0 , t he c losing va lue of a ny unde rlying
inde x is le ss t ha n t he ba rrie r le ve l for suc h inde x , w e w ill pa y no c oupon for
t he a pplic a ble int e re st pe riod. I t is possible t ha t one or m ore unde rlying
indic e s w ill re m a in be low t he re spe c t ive ba rrie r le ve l(s) for e x t e nde d pe riods
of t im e or e ve n t hroughout ye a rs 6 -1 0 so t ha t you w ill re c e ive fe w or no
c ont inge nt m ont hly c oupons during t ha t pe riod.
Payment at Maturity
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
barrier level: the stated principal amount and the contingent monthly coupon with respect to the
final observation date.
If the final index value of a ny unde rlying index is le ss t ha n its respective barrier level: (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 60% 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 SPX Index: 2,100

With respect to the SX5E Index: 3,000
Hypothetical Barrier Level:
With respect to the RTY Index: 720, which is 60% of the hypothetical initial index value for such
index
With respect to the SPX Index: 1,260, which is 60% of the hypothetical initial index value for
such index

With respect to the SX5E Index: 1,800, which is 60% of the hypothetical initial index value for
such index
* The actual 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 monthly coupon of $5.8333 is used in these examples for ease of analysis.

How to determine whether a contingent monthly coupon is payable with respect to an observation date during years
6-10:

Index Closing Value

Contingent Monthly Coupon
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RTY Index
SPX Index
SX5E Index

Hypothetical Observation
750 (a t or a bove
1,800 (a t or a bove
2,500 (a t or a bove
$5.8333
Date 1
barrier level)
barrier level)
barrier level)
Hypothetical Observation 400 (be low barrier 1,000 (be low barrier
2,800 (a t or a bove
$0
Date 2
level)
level)
barrier level)

February 2017
Page 8
Morgan Stanley Finance LLC
Contingent Income Securities due February 26, 2027
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 EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Hypothetical Observation
1,000 (a t or
1,800 (a t or a bove
1,400 (be low barrier
$0
Date 3
a bove barrier
barrier level)
level)
level)
Hypothetical Observation 350 (be low barrier
900 (be low barrier
1,600 (be low barrier
$0
Date 4
level)
level)
level)

On hypothetical observation date 1, each underlying index closes at or above its respective barrier level. Therefore, a contingent
monthly coupon of approximately $5.8333 is paid on the relevant coupon payment date.

On each of the hypothetical observation dates 2 and 3, at least one underlying index closes at or above its barrier level, but one or
both other underlying indices close below their respective barrier level(s). Therefore, no contingent monthly coupon is paid on the
relevant coupon payment date.

On hypothetical observation date 4, each underlying index closes below its respective barrier level and accordingly no contingent
monthly coupon is paid on the relevant coupon payment date.

Be ginning a ft e r 5 ye a rs, you w ill not re c e ive a c ont inge nt m ont hly c oupon on a ny c oupon pa ym e nt da t e if
t he c losing va lue of a ny unde rlying inde x is be low it s re spe c t ive ba rrie r le ve l on t he re la t e d obse rva t ion
da t e .

How to calculate the payment at maturity:

Final Index Value

Payment at Maturity

RTY Index
SPX Index
SX5E Index

Example 1:
1,750 (a t or a bove the
4,000 (a t or a bove
3,800 (a t or a bove barrier
$1,005.8333 (the stated principal
barrier level)
the barrier level)
level)
amount plus the contingent
monthly coupon with respect to
the final observation date)
Example 2:
480 (be low the barrier
900 (be low the
2,600 (a t or a bove barrier
$1,000 x index performance factor
level)
barrier level)
level)
of the worst performing underlying
index = $1,000 x (480 / 1,200) =
$400
Example 3:
1,260 (a t or a bove the
1,365 (a t or a bove
1,200 (be low barrier level)
$1,000 x (1,200 / 3,000) = $400
barrier level)
the barrier level)
Example 4:
480 (be low the barrier
945 (be low the
900 (be low barrier level)
$1,000 x (900 / 3,000) = $300
level)
barrier level)
Example 5:
240 (be low the barrier
630 (be low the
1,200 (be low barrier level)
$1,000 x (240 / 1,200) = $200
level)
barrier level)

In example 1, the final index values of all three underlying indices are at or above their respective barrier levels. Therefore,
investors receive at maturity the stated principal amount of the securities and the contingent monthly coupon with respect to the
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final observation date. Investors do not participate in the appreciation of any underlying index.

In examples 2 and 3, the final index value(s) of one or two of the underlying indices are at or above the respective barrier level(s)
but the final index value(s) of one or both of the other underlying indices are below their respective barrier level(s). Therefore,
investors are exposed to the downside performance of the worst performing underlying index at maturity and receive at maturity an
amount equal to the stated principal amount times the index performance factor of the worst performing underlying index.

Similarly, in examples 4 and 5, the final index value of each underlying index is below its respective barrier level, and investors
receive at maturity an amount equal to the stated principal amount times the index performance factor of the worst performing
underlying index. In example 4, the RTY Index has declined 60% from its initial index value to its final index value, the SPX Index
has declined 55% from its initial index value to its final index value and the SX5E Index has declined 70% from its initial index
value to its final index value. Therefore, the payment at maturity equals the stated principal amount times the index performance
factor of the SX5E Index, which is the worst performing underlying index in this example. In example 5, the RTY Index has
declined 80% from its initial index value, the SPX Index has declined 70% from its initial index value to its final index value and the
SX5E Index has declined 60% from its initial index value to its final index value. Therefore the payment at maturity equals the
stated principal amount times the index performance factor of the RTY Index, which is the worst performing underlying index in this
example.

February 2017
Page 9
Morgan Stanley Finance LLC
Contingent Income Securities due February 26, 2027
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 EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

I f t he fina l inde x va lue of AN Y unde rlying inde x is be low it s re spe c t ive ba rrie r le ve l, you w ill be e x pose d t o
t he dow nside pe rform a nc e of t he w orst pe rform ing unde rlying inde x a t m a t urit y, a nd your pa ym e nt a t
m a t urit y w ill be le ss t ha n 6 0 % of t he st a t e d princ ipa l a m ount pe r se c urit y a nd c ould be ze ro.

February 2017
Page 10
Morgan Stanley Finance LLC
Contingent Income Securities due February 26, 2027
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 EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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 prospectus supplement, index supplement and
prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your
investment in the securities.

The securities do not guarantee the return of any principal. The terms of the securities differ from those of
ordinary debt securities in that they do not guarantee the repayment of principal. If the final index value of a ny underlying
index is less than its barrier level of 60% of its initial index value, you will be exposed to the decline in the closing value of the
worst performing underlying index, as compared to its initial index value, on a 1-to-1 basis, and you will receive for each
security that you hold at maturity an amount equal to the stated principal amount times the index performance factor of the
worst performing underlying index. In this case, the payment at maturity will be less than 60% of the stated principal amount
and could be zero.

After the first 5 years, the securities do not provide for regular interest payments. The terms of the securities
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