Bond Morgan Stanley Financial 0% ( US61768CMZ76 ) in USD

Morgan Stanley Financial

100 % ⇌

United States

US61768CMZ76 ( in USD )

29/07/2022 - Bond has expired

Prospectus brochure of the bond Morgan Stanley Finance US61768CMZ76 in USD 0%, expired

1 000 USD

1 000 000 USD

61768CMZ7

N/A

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 US61768CMZ76, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/07/2022

424B2 1 dp78899_424b2-ps1712.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering
Amount of Registration Fee
Price
Market-Linked Notes due 2022

$1,000,000

$115.90

J uly 2 0 1 7
Pricing Supplement No. 1,712
Registration Statement Nos. 333-200365; 333-200365-12
Dated July 26, 2017
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in International Equities
Market-Linked Notes due July 29, 2022
Fully and Unconditionally Guaranteed by Morgan Stanley
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x
The notes are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. The notes will pay no interest and will have the terms described in the accompanying product supplement, index
supplement and prospectus, as supplemented and modified by this document. At maturity, we will pay per note the stated principal
amount of $1,000 plus a supplemental redemption amount, if any, based on the arithmetic average of the basket closing values on
each of the five annual averaging dates. These long-dated notes are for investors who are concerned about principal risk but seek
a return based on a basket of equity indices, and who are willing to forgo current income in exchange for the repayment of principal
at maturity plus the potential to receive a supplemental redemption amount, if any. The notes 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
I ssue pric e :
$1,000 per note
St a t e d princ ipa l a m ount :
$1,000 per note
Aggre ga t e princ ipa l a m ount :
$1,000,000
Pric ing da t e :
July 26, 2017
Origina l issue da t e :
July 31, 2017 (3 business days after the pricing date)
M a t urit y da t e :
July 29, 2022
I nt e re st :
None
Ba sk e t
I nit ia l
T ic k e r
Ba sk e t :
Ba sk e t c om pone nt *
c om pone nt
inde x
M ult iplie r
sym bol*
w e ight ing
va lue
EURO STOXX 50® Index

SX5E
33.3333%
3,491.19 0.009547833
(the "SX5E Index")
DAX® Index (the "DAX®

DAX
33.3333%
12,305.11 0.002708899
Index")
Swiss Market Index (the "SMI

SMI
33.3333%
8,990.34 0.003707680
Index")
* Ticker symbols are being provided for reference purposes only. We refer to the SX5E

Index, the DAX Index and the SMI Index, collectively, as the underlying indices.
Pa ym e nt a t m a t urit y:
The payment due at maturity per $1,000 stated principal amount will equal:
$1,000 + supplemental redemption amount, if any.
In no event will the payment due at maturity be less than the stated principal amount,
regardless of the performance of the underlying indices.
Supple m e nt a l re de m pt ion
(i) $1,000 times (ii) the basket percent change times (iii) the participation rate, provided
a m ount :
that the supplemental redemption amount will not be less than $0.
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Pa rt ic ipa t ion ra t e :
106%
M a x im um pa ym e nt a t m a t urit y: None
Ba sk e t pe rc e nt c ha nge :
(final basket closing value initial basket value) / initial basket value
List ing:
The notes will not be listed on any securities exchange.
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 pric ing
$937.90 per note. See "Investment Summary" on page 3.
da t e :
Pric e t o public
Age nt 's c om m issions
Com m issions a nd issue pric e :
Proc e e ds t o us(2)
a nd fe e s (1)
Pe r not e
$1,000
$40
$960
T ot a l
$1,000,000
$40,000
$960,000

(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $40
for each note they sell. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional
information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement for equity-linked notes.
(2) See "Use of proceeds and hedging" on page 19.
T he not e 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 7 .
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 not e 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 not e s a re not ba nk de posit 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, 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
I nform a t ion About t he N ot e s" a t t he e nd of t his doc um e nt .
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the
context requires.
Produc t Supple m e nt for Equit y-Link e d N ot e s da t e d Fe brua ry 2 9 , 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
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

Terms continued from previous page:
I nit ia l ba sk e t va lue :
The initial basket value is 100, which is equal to the sum of the products of (i) the initial index
value of each basket component, as set forth under "Basket--Initial index value" above, and (ii)
the multiplier for such basket component, as set forth under "Basket--Multiplier" above, each as
determined on the pricing date.
Fina l ba sk e t c losing
The arithmetic average of the basket closing values on each of the five averaging dates
va lue :
Ave ra ging da t e s:
July 26, 2018, July 26, 2019, July 27, 2020, July 26, 2021 and July 26, 2022, subject to
postponement for non-index business days and certain market disruption events
Ba sk e t c losing va lue :
On any date, the sum of the products of (i) the closing value of each basket component on such
date, and (ii) the multiplier for such basket component.
M ult iplie r:
The multiplier for each basket component was set on the pricing date so that each basket
component represents its applicable basket component weighting in the predetermined initial
basket value of 100. Each multiplier will remain constant for the term of the notes.
CU SI P:
61768CMZ7
I SI N :
US61768CMZ76

July 2017
Page 2
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Morgan Stanley Finance LLC
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

Investment Summary

M a rk e t -Link e d N ot e s

The Market-Linked Notes due July 29, 2022 Based on the Performance of an Equally Weighted Basket Composed of the EURO
STOXX 50® Index, the DAX® Index and the Swiss Market Index (the "notes") offer the potential for a supplemental redemption
amount at maturity based on the arithmetic average of the closing values of a basket of three indices on the five annual averaging
dates. The notes provide investors:

¦
an opportunity to gain exposure to the indices comprising the basket

¦
the repayment of principal at maturity, subject to our creditworthiness

¦
106% participation in any appreciation of the basket over the term of the notes, as measured on the five annual averaging
dates

¦
no exposure to any decline of the final basket closing value below the initial basket value if the notes are held to maturity

At maturity, if the basket percent change is less than or equal to zero, you will receive the stated principal amount of $1,000 per
note, without any positive return on your investment. All payments on the notes, including the repayment of principal at maturity,
are subject to our credit risk.

M a t urit y:
Approximately 5 years
Pa rt ic ipa t ion ra t e :
106%
M a x im um pa ym e nt a t m a t urit y:
None
I nt e re st :
None

The original issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedging
the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is less than $1,000. We
estimate that the value of each note on the pricing date is $937.90.

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-
based component linked to the underlying indices. The estimated value of the notes 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 notes?

In determining the economic terms of the notes, including the participation rate, 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 notes
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 notes?

The price at which MS & Co. purchases the notes 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 notes are not fully deducted upon

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July 2017
Page 3
Morgan Stanley Finance LLC
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the notes 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 notes, and, if it once chooses to make a market, may cease doing so
at any time.

July 2017
Page 4
Morgan Stanley Finance LLC
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

K e y I nve st m e nt Ra t iona le

Market-Linked Notes offer investors exposure to the performance of an equally weighted basket composed of the EURO STOXX
50® Index, the DAX® Index and the Swiss Market Index and provide for the repayment of principal at maturity. They are for
investors who are concerned about principal risk but seek a return based on a basket of equity indices and who are willing to forgo
current income in exchange for the repayment of principal at maturity plus the potential to receive a supplemental redemption
amount, if any.

Re pa ym e nt of Princ ipa l
The notes offer investors 106% upside exposure to any positive performance of the basket, while
providing for the repayment of principal in full at maturity.
U pside Sc e na rio
The arithmetic average of the basket closing values on each of the five averaging dates is greater
than the initial basket value of 100, and, at maturity, the notes pay the stated principal amount of
$1,000 plus 106% of the positive percent change from the initial basket value to the final basket
closing value. There is no limitation on the appreciation potential.
Pa r Sc e na rio
The arithmetic average of the basket closing values on each of the five averaging dates is less than
or equal to the initial basket value, and, at maturity, the notes pay only the stated principal amount
of $1,000.

July 2017
Page 5
Morgan Stanley Finance LLC
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

Hypothetical Payout on the Notes

At maturity, for each $1,000 stated principal amount of notes that you hold, you will receive the stated principal amount of $1,000
plus a supplemental redemption amount, if any. The supplemental redemption amount will be calculated as follows:

supplemental redemption amount
=
$1,000 x basket percent change x 106%
In no event will the payment due at maturity be less than the stated principal
amount, regardless of the performance of the underlying indices.
where

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basket percent change
=
(final basket closing value initial basket value) / initial basket value
Final basket closing value
=
the arithmetic average of the basket closing values on each of the five averaging
dates.

In no event will the payment due at maturity be less than the stated principal amount.

H ypot he t ic a l Pa ym e nt a t M a t urit y

The table below illustrates the payment at maturity for each note for a hypothetical range of basket percent changes, as measured
on the five annual averaging dates, and does not cover the complete range of possible payouts at maturity. The table reflects the
initial basket value of 100.

Ba sk e t
Fina l ba sk e t
St a t e d
Pa rt ic ipa t ion
Supple m e nt a l
Pa ym e nt a t
Re t urn on
pe rc e nt
c losing va lue
princ ipa l
ra t e
re de m pt ion
m a t urit y
$ 1 ,0 0 0 not e
c ha nge
a m ount
a m ount
100%
200
$1,000
106%
$1,060
$2,060
106.0%
90%
190
$1,000
106%
$954
$1,945
94.5%
80%
180
$1,000
106%
$848
$1,848
84.8%
70%
170
$1,000
106%
$742
$1,742
74.2%
60%
160
$1,000
106%
$636
$1,636
63.6%
50%
150
$1,000
106%
$530
$1,530
53.0%
40%
140
$1,000
106%
$424
$1,424
42.4%
30%
130
$1,000
106%
$318
$1,318
31.8%
20%
120
$1,000
106%
$212
$1,212
21.2%
10%
110
$1,000
106%
$106
$1,106
10.6%
0%
100
$1,000
N/A
$0
$1,000
0%
10%
90
$1,000
N/A
$0
$1,000
0%
20%
80
$1,000
N/A
$0
$1,000
0%
30%
70
$1,000
N/A
$0
$1,000
0%
40%
60
$1,000
N/A
$0
$1,000
0%
50%
50
$1,000
N/A
$0
$1,000
0%
60%
40
$1,000
N/A
$0
$1,000
0%
70%
30
$1,000
N/A
$0
$1,000
0%
80%
20
$1,000
N/A
$0
$1,000
0%
90%
10
$1,000
N/A
$0
$1,000
0%
100%
0
$1,000
N/A
$0
$1,000
0%

July 2017
Page 6
Morgan Stanley Finance LLC
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

Risk Factors

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

¦
T he not e s do not pa y int e re st a nd m a y not pa y m ore t ha n t he st a t e d princ ipa l a m ount a t m a t urit y. If the
basket percent change, as determined on the five annual averaging dates, is less than or equal to zero, you will receive only
the stated principal amount of $1,000 for each note you hold at maturity. As the notes do not pay any interest, if the final
basket closing value is not sufficiently higher than the initial basket value, the overall return on the notes (the effective yield to
maturity) may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity. The
notes have been designed for investors who are willing to forgo market floating interest rates in exchange for a supplemental
redemption amount, if any, based on the final basket closing value, as determined on the five annual averaging dates.

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¦
Cha nge s in t he va lue of t he ba sk e t c om pone nt s m a y offse t e a c h ot he r. Price movements in the basket
components may not correlate with each other. At a time when the price of one basket component increases, the price of the
other basket components may decline in value. Therefore, in calculating the payment at maturity, increases in the price of one
basket component may be moderated, or wholly offset, by declines in the price of the other basket components.

¦
T he m a rk e t pric e of t he not e s w ill be influe nc e d by m a ny unpre dic t a ble fa c t ors. Several factors, many of
which are beyond our control, will influence the value of the notes in the secondary market and the price at which MS & Co.
may be willing to purchase or sell the notes in the secondary market, including the values of the basket components at any
time, the volatility (frequency and magnitude of changes in value) of the underlying indices, dividend rate on the stocks
underlying the underlying indices, interest and yield rates in the market, time remaining until the notes mature, geopolitical
conditions and economic, financial, political, regulatory or judicial events that affect the underlying indices or equities markets
generally and which may affect the closing values of the underlying indices on any averaging date and the actual or anticipated
changes in our credit ratings or credit spreads. Generally, the longer the time remaining to maturity, the more the market price
of the notes will be affected by the other factors described above. The values of the underlying indices may be, and have
recently been, volatile, and we can give you no assurance that the volatility will lessen. See "Historical Information" below. You
may receive less, and possibly significantly less, than the stated principal amount per note if you try to sell your notes prior to
maturity.

¦
T he re a re risk s a ssoc ia t e d w it h inve st m e nt s in not e s link e d t o t he va lue of fore ign e quit y se c urit ie s. The
notes are linked to the value of foreign equity securities. Investments in notes linked to the value of foreign equity securities
involve risks associated with the securities markets in those countries, including risks of volatility in those markets,
governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally
less publicly available information about foreign companies than about U.S. companies that are subject to the reporting
requirements of the United States Securities and Exchange Commission, and foreign companies are subject to accounting,
auditing and financial reporting standards and requirements different from those applicable to U.S. reporting companies. The
prices of securities issued in foreign markets may be affected by political, economic, financial and social factors in those
countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Local
securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading
volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such
countries may differ favorably or unfavorably from the economy in the United States in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions.

July 2017
Page 7
Morgan Stanley Finance LLC
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

¦
T he not e s a re subje c t t o our c re dit risk , a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o our c re dit ra t ings or
c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he not e s. You are dependent on our ability to pay all
amounts due on the notes at maturity and therefore you are subject to our credit risk. The notes are not guaranteed by any
other entity. If we default on our obligations under the notes, your investment would be at risk and you could lose some or all
of your investment. As a result, the market value of the notes prior to maturity will be affected by changes in the market's view
of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the
market for taking our credit risk is likely to adversely affect the market value of the notes.

¦
As a fina nc e subsidia ry, M SFL ha s no inde pe nde nt ope ra t ions a nd w ill ha ve no inde pe nde nt a sse t s. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have
no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available
under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

¦
T he a m ount pa ya ble on t he not e s is not link e d t o t he va lue of t he unde rlying indic e s a t a ny t im e ot he r
t ha n t he a ve ra ging da t e s. The amount payable on the notes will be based on the arithmetic average of the basket closing
values on each of the five averaging dates, subject to postponement for non-index business days and certain market disruption
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events. Even if the value of the basket appreciates prior to an averaging date but then drops by an averaging date, the
payment at maturity may be less, and may be significantly less, than it would have been had the payment at maturity been
linked to the value of the basket prior to such drop. Although the actual value of the basket on the stated maturity date or at
other times during the term of the notes may be higher than the final basket closing value, the payment at maturity will be
based solely on the final basket closing value, as determined on the five annual averaging dates.

¦
T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he not e s in t he
origina l issue pric e re duc e t he e c onom ic t e rm s of t he not e s, c a use t he e st im a t e d va lue of t he not e s t o
be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no
change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be
willing to purchase the notes in secondary market transactions will likely be significantly lower than the original issue price,
because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the
original issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads
and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the notes in the original issue price and the lower rate we
are willing to pay as issuer make the economic terms of the notes less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the notes 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 notes 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, and we expect that those higher values
will also be reflected in your brokerage account statements.

July 2017
Page 8
Morgan Stanley Finance LLC
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

¦
T he e st im a t e d va lue of t he not e s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls, w hic h
m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e . These
pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of securities, our models may yield a higher estimated value of the notes than those generated by others,
including other dealers in the market, if they attempted to value the notes. In addition, the estimated value on the pricing date
does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
notes in the secondary market (if any exists) at any time. The value of your notes at any time after the date of this document
will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market
conditions. See also "The market price of the notes will be influenced by many unpredictable factors" above.

¦
Adjust m e nt s t o t he ba sk e t c om pone nt s c ould a dve rse ly a ffe c t t he va lue of t he not e s. The index publisher of
a basket component can add, delete or substitute the stocks underlying basket component, and can make other methodological
changes that could change the value of such basket component. Any of these actions could adversely affect the value of the
notes. In addition the index publisher of a basket component may discontinue or suspend calculation or publication of such
basket component at any time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to
substitute a successor index that is comparable to the discontinued basket component and is permitted to consider indices that
are calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that there is no appropriate successor
index on an averaging date, the index closing value on such averaging date will be an amount based on the stocks underlying
the discontinued index at the time of such discontinuance, without rebalancing or substitution, computed by MS & Co, as
calculation agent, in accordance with the formula for calculating the index closing value last in effect prior to discontinuance of
the index.

¦
I nve st ing in t he not e s is not e quiva le nt t o inve st ing in t he ba sk e t c om pone nt s; you ha ve no sha re holde r
or ot he r right s in t he ba sk e t c om pone nt s a nd a re e x pose d t o t he c re dit risk of M orga n St a nle y. Investing in
the notes is not equivalent to investing in the basket components. As an investor in the notes, you will not have voting rights or
the right to receive dividends or other distributions or any other rights with respect to the component stocks of either basket
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component. Furthermore, investing in the notes is not equivalent to investing in the basket components or their component
stocks. In addition, you are subject to our credit risk.

¦
T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d. The notes
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS & Co.
may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease doing so at any
time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on
its estimate of the current value of the notes, taking into account its bid/offer spread, our credit spreads, market volatility, the
notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the
likelihood that it will be able to resell the notes. Even if there is a secondary market, it may not provide enough liquidity to allow
you to trade or sell the notes easily. Since other broker-dealers may not participate significantly in the secondary market for the
notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which MS & Co. is
willing to transact. If, at any time, MS & Co. were to cease making a market in the notes, it is likely that there would be no
secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.

¦
T he c a lc ula t ion a ge nt , w hic h is a subsidia ry of M orga n St a nle y a nd a n a ffilia t e of M SFL, w ill m a k e
de t e rm ina t ions w it h re spe c t t o t he not e s. As calculation agent, MS & Co. has determined the initial index value and
multiplier for each basket component, will determine the basket closing value on each averaging date, the final basket closing
value and the basket percent change, and will calculate the amount of cash you will receive at maturity. Moreover, certain
determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make
subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and the selection
of a successor index or calculation of the basket

July 2017
Page 9
Morgan Stanley Finance LLC
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

closing value in the event of a discontinuance of any basket component or a market disruption event with respect to any basket
component. These potentially subjective determinations may affect the payout to you at maturity. For further information
regarding these types of determinations, see "Description of Equity-Linked Notes--Supplemental Redemption Amount," "--
Calculation Agent and Calculations," "--Alternate Exchange Calculation in the Case of an Event of Default" and "--
Discontinuance of Any Underlying Index; Alteration of Method of Calculation" in the accompanying product supplement. In
addition, MS & Co. has determined the estimated value of the notes on the pricing date.

¦
H e dging a nd t ra ding a c t ivit y by our a ffilia t e s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he not e s.
One or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging activities related
to the notes (and to other instruments linked to the underlying indices or their component stocks), including trading in the
component stocks of the underlying indices and in other instruments related to the underlying indices. As a result, these entities
may be unwinding or adjusting hedge positions during the term of the notes, and the hedging strategy may involve greater and
more frequent dynamic adjustments to the hedge as the averaging dates approach. Some of our affiliates also trade the
component stocks of the underlying indices and other financial instruments related to the underlying indices on a regular basis
as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing
date could have increased the initial index values, and, therefore, could have increased the values at or above which the
underlying indices must close on the averaging dates before an investor receives a payment at maturity that exceeds the
stated principal amount of the notes. Additionally, such hedging or trading activities during the term of the notes, including on
the averaging dates, could adversely affect the closing values of the underlying indices on the averaging dates, and,
accordingly, the amount of cash an investor will receive at maturity.

July 2017
Page 10
Morgan Stanley Finance LLC
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

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Basket Overview

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. For additional information about the EURO STOXX 50® Index, see the
information set forth under "EURO STOXX 50® Index" in the accompanying index supplement.

"EURO STOXX 50®" and "STOXX®" are registered trademarks of STOXX Limited. For more information, see "EURO STOXX 50®
Index" in the accompanying index supplement.

DAX ® I nde x

The DAX® Index is a capital-weighted index that comprises the 30 largest and most actively traded companies that are listed on
the Frankfurt Stock Exchange. The DAX® Index is a total return index, which reinvests all income from dividend and bonus
payments in the DAX® Index portfolio. For additional information about the DAX® Index, see "Annex A -- the DAX® Index" below.

Sw iss M a rk e t I nde x

The Swiss Market Index represents approximately 85% of the free-float capitalization of the Swiss equity market. The Swiss Market
Index consists of the 20 largest and most liquid equities of the Swiss Performance Index®. The composition of the Swiss Market
Index is reviewed annually, and in order to ensure a high degree of continuity in the composition of the Swiss Market Index, the
component stocks are subject to a special procedure for adding them to the Swiss Market Index or removing them based on free-
float market capitalization and liquidity. For additional information about the Swiss Market Index, see the information set forth under
"Swiss Market Index" in the accompanying index supplement.

SMI® is a trademark of SIX Swiss Exchange. For more information, see "Swiss Market Index" in the accompanying index
supplement.

July 2017
Page 11
Morgan Stanley Finance LLC
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

Information as of market close on July 26, 2017:

Ba sk e t Com pone nt I nform a t ion a s of J uly 2 6 , 2 0 1 7

T ic k e r
Curre nt Ba sk e t
5 2 We e k s
5 2 We e k H igh
5 2 We e k Low
Sym bol
Com pone nt
Ago
Closing V a lue
EU RO ST OX X
SX 5 E
3,491.19
2,978.90
3,658.79 (on 5/5/2017)
2,906.98 (on 8/2/2016)
5 0 ® I nde x
DAX ® I nde x
DAX
12,305.11
10,247.76
12,888.95 (on 6/19/2017)
10,144.34 (on 8/2/2016)
Sw iss M a rk e t
SM I
8,990.34
8,227.20
9,127.61 (on 5/16/2017)
7,593.20 on 11/6/2016)
I nde x

The following graph is calculated based on an initial basket value of 100 on January 1, 2012 (assuming that each basket
component is weighted as described in "Basket" on the cover page) and illustrates the effect of the offset and/or correlation among
the basket components during such period. The graph does not take into account the terms of the notes, nor does it attempt to
show in any way your expected return on an investment in the notes. The historical performance of the basket should not be taken
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as an indication of its future performance.

Ba sk e t H ist oric a l Pe rform a nc e
J a nua ry 1 , 2 0 1 2 t o J uly 2 6 , 2 0 1 7

July 2017
Page 12
Morgan Stanley Finance LLC
Market-Linked Notes due July 29, 2022
Ba se d on t he Pe rform a nc e of a n Equa lly We ight e d Ba sk e t Com pose d of t he EU RO ST OX X 5 0 ® I nde x , t he DAX ®
I nde x a nd t he Sw iss M a rk e t I nde x

Historical Information

The following tables set forth the published high and low closing values as well as end-of-quarter closing values for each of the
basket components for each quarter in the period from January 1, 2012 through July 26, 2017. The closing values on July 26,
2017 were (i) in the case of the SX5E Index, 3,491.19, (ii) in the case of the DAX Index, 12,305.11, and (iii) in the case of the SMI
Index, 8,990.34. The related graphs set forth the daily closing values for each of the basket components in the same period. We
obtained the information in the tables and graphs below from Bloomberg Financial Markets, without independent verification. The
historical information of the basket components should not be taken as an indication of their future performance, and no assurance
can be given as to the basket closing value on any averaging date.

EU RO ST OX X 5 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 2

First Quarter
2,608.42
2,286.45
2,477.28
Second Quarter
2,501.18
2,068.66
2,264.72
Third Quarter
2,594.56
2,151.54
2,454.26
Fourth Quarter
2,659.95
2,427.32
2,635.93
2 0 1 3

First Quarter
2,749.27
2,570.52
2,624.02
Second Quarter
2,835.87
2,511.83
2,602.59
Third Quarter
2,936.20
2,570.76
2,893.15
Fourth Quarter
3,111.37
2,902.12
3,109.00
2 0 1 4

First Quarter
3,172.43
2,962.49
3,161.60
Second Quarter
3,314.80
3,091.52
3,228.24
Third Quarter
3,289.75
3,006.83
3,225.93
Fourth Quarter
3,277.38
2,874.65
3,146.43
2 0 1 5

First Quarter
3,731.35
3,007.91
3,697.38
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Document Outline

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