Bond Morgan Stanley Financial 0% ( US61768CUE55 ) in USD

Morgan Stanley Financial

115.5 % ▲

United States

US61768CUE55 ( in USD )

21/11/2022 - Bond has expired

Prospectus brochure of the bond Morgan Stanley Finance US61768CUE55 in USD 0%, expired

61768CUE5

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 US61768CUE55, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/11/2022

424B2 1 dp83073_424b2-ps2023.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Jump Securities with Auto-Callable Feature due
$7,807,000

$971.97
2022

N ove m be r 2 0 1 7
Pricing Supplement No. 2,023
Registration Statement Nos. 333-221595; 333-221595-01
Dated November 16, 2017
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Jump Securities with Auto-Callable Feature due November 21, 2022
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 EU RO ST OX X 5 0 ® I nde x a nd t he S& P
5 0 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"), fully and unconditionally guaranteed by Morgan
Stanley, and 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. The securities will be automatically redeemed if the index closing value of e a c h of the EURO STOXX
50® Index and the S&P 500® Index, which we refer to as the underlying indices, on any of the quarterly determination dates is
greater than or equal to its respective initial index value, for an early redemption payment that will increase over the term of the
securities, as described below. 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 each underlying index is gre a t e r t ha n or e qua l
t o its respective initial index value, investors will receive a payment at maturity of $1,452.50 per $1,000 security. If the securities
have not previously been redeemed and the final index value of e it he r unde rlying inde x is le ss t ha n its respective initial
index value but the final index value of e a c h unde rlying inde x is gre a t e r t ha n or e qua l t o 60% of its respective initial
index value, which we refer to as the respective downside threshold level, investors will receive the stated principal amount of their
investment. However, if the securities are not redeemed prior to maturity and the final index value of e it he r unde rlying inde x
is less than its respective downside threshold 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 . These long-dated securities are for investors who are willing to forego current income and
participation in the appreciation of either underlying index in exchange for the possibility of receiving an early redemption payment
or payment at maturity greater than the stated principal amount if each underlying index closes at or above the initial index value
on a quarterly determination date or at or above the downside threshold level on the final determination date. Because all payments
on the securities are based on the worst performing of the underlying indices, a decline beyond the respective downside threshold
level of either underlying index will result in a significant loss of your investment, even if the other underlying index has appreciated
or has not declined as much. Investors will not participate in any appreciation of either 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
U nde rlying indic e s:
EURO STOXX 50® Index (the "SX5E Index") and S&P 500® Index (the "SPX Index")
Aggre ga t e princ ipa l
$7,807,000
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
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Pric ing da t e :
November 16, 2017
Origina l issue da t e :
November 21, 2017 (3 business days after the pricing date)
M a t urit y da t e :
November 21, 2022
Ea rly re de m pt ion:
If, on any quarterly determination date, beginning on May 16, 2018, 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 the applicable early redemption payment on the
related early redemption date.
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 e it he r unde rlying inde x is be low it s re spe c t ive init ia l
inde x va lue on t he re la t e d de t e rm ina t ion da t e .
Ea rly re de m pt ion pa ym e nt : The early redemption payment will be an amount in cash per stated principal amount
(corresponding to a return of approximately 9.05% per annum) for each quarterly determination
date, as set forth under "Determination Dates and Early Redemption Payments" below.
No further payments will be made on the securities once they have been redeemed.
De t e rm ina t ion da t e s:
Quarterly. See "Determination Dates and Early Redemption Payments" below.
The determination dates are subject to postponement for non-index business days and certain
market disruption events.
Ea rly re de m pt ion da t e s:
The third business day after the relevant determination date
Dow nside t hre shold le ve l:
With respect to the SX5E Index, 2,138.88, which is 60% of its initial index value
With respect to the SPX Index, 1,551.384, which is 60% of its initial index value
Pa ym e nt a t m a t urit y:
If the securities have not previously been redeemed, you will receive at maturity a cash payment
per security as follows:
· If the final index value of each underlying index is greater than or equal to its
respective initial index value:
$1,452.50
· If the final index value of either underlying index is less than its respective initial
index value but the final index value of e a c h unde rlying inde x is gre a t e r t ha n or
e qua l t o its respective downside threshold level:
$1,000
· If the final index value of either underlying index is less than its respective downside
threshold level:
$1,000 × index performance factor of the worst performing underlying index
U nde r t he se c irc um st a nc e s, you w ill lose m ore t ha n 4 0 % , a nd possibly a ll, of
your inve st m e nt .

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
$958.20 per security. See "Investment Summary" beginning on page 3.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's
Proc e e ds t o us(2)
pric e :
c om m issions (1)
Pe r se c urit y
$1,000
$28.50
$971.50
T ot a l
$7,807,000
$222,499.50
$7,584,500.50
(1) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $28.50 for each security they sell. See "Supplemental information regarding plan of distribution; conflicts of
interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
(2) See "Use of proceeds and hedging" on page 21.
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 produc t supple m e nt , inde x
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l
offe nse .
T he se c urit ie s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l
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 .
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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
Jump Securities with Auto-Callable Feature due November 21, 2022
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 EU RO ST OX X 5 0 ® I nde x a nd t he S& P
5 0 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 SX5E Index, 3,564.80, which is its index closing value on the pricing
date
With respect to the SPX Index, 2,585.64, which is its index closing value on the pricing
date
Fina l inde x va lue :
With respect to each underlying index, the respective index closing value on the final
determination date
Worst pe rform ing unde rlying
The underlying index with the larger percentage decrease from the respective initial index
inde x :
value to the respective final index value
With respect to each underlying index, the final index value divided by the initial index
I nde x pe rform a nc e fa c t or:
value
CU SI P / I SI N :
61768CUE5 / US61768CUE55
List ing:
The securities will not be listed on any securities exchange.

Determination Dates and Early Redemption Payments

De t e rm ina t ion Da t e s
Ea rly Re de m pt ion Pa ym e nt s (pe r $ 1 ,0 0 0
Se c urit y)
1st determination date: 5/16/2018
$1,045.250
2nd determination date: 8/16/2018
$1,067.875
3rd determination date: 11/16/2018
$1,090.500
4th determination date: 2/19/2019
$1,113.125
5th determination date: 5/16/2019
$1,135.750
6th determination date: 8/16/2019
$1,158.375
7th determination date: 11/18/2019
$1,181.000
8th determination date: 2/18/2020
$1,203.625
9th determination date: 5/18/2020
$1,226.250
10th determination date: 8/17/2020
$1,248.875
11th determination date: 11/16/2020
$1,271.500
12th determination date: 2/16/2021
$1,294.125
13th determination date: 5/17/2021
$1,316.750
14th determination date: 8/16/2021
$1,339.375
15th determination date: 11/16/2021
$1,362.000
16th determination date: 2/16/2022
$1,384.625
17th determination date: 5/16/2022
$1,407.250
18th determination date: 8/16/2022
$1,429.875
Final determination date: 11/16/2022
See "Payment at maturity" above.

November 2017
Page 2
Morgan Stanley Finance LLC
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Jump Securities with Auto-Callable Feature due November 21, 2022
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 EU RO ST OX X 5 0 ® I nde x a nd t he S& P
5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
Investment Summary

J um p Se c urit ie s w it h Aut o -Ca lla ble Fe a t ure
Princ ipa l a t Risk Se c urit ie s

The Jump Securities with Auto-Callable Feature due November 21, 2022 All Payments on the Securities Based on the Worst
Performing of the EURO STOXX 50® Index and the S&P 500® Index (the "securities") do not provide for the regular payment of
interest. Instead, beginning after six months, the securities will be automatically redeemed if the index closing value of e a c h of
the EURO STOXX 50® Index and the S&P 500® Index on any quarterly determination date is greater than or equal to its
respective initial index value, for an early redemption payment that will increase over the term of the securities, as described below.
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 each underlying index is gre a t e r t ha n or e qua l t o its respective initial
index value, investors will receive a payment at maturity of $1,452.50 per $1,000 security. If the securities have not previously been
redeemed and the final index value of e it he r underlying index is le ss t ha n its respective initial index value but 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 of their investment. However, if the securities are not redeemed prior to maturity and the final index value
of e it he r unde rlying inde x is less than its respective downside threshold 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 . Investors will not participate in any appreciation in either
underlying index.

M a t urit y:
5 years
Aut om a t ic e a rly
If, on any quarterly determination date, the index closing value of each underlying index is
re de m pt ion:
greater than or equal to its respective initial index value, the securities will be automatically
redeemed for the applicable early redemption payment on the related early redemption
date.
Ea rly re de m pt ion
The early redemption payment will be an amount in cash per stated principal amount
pa ym e nt :
(corresponding to a return of approximately 9.05% per annum) for each quarterly
determination date (beginning after six months), as follows:

·
1st determination date:
$1,045.250

·
2nd determination date:
$1,067.875

·
3rd determination date:
$1,090.500

·
4th determination date:
$1,113.125

·
5th determination date:
$1,135.750

·
6th determination date:
$1,158.375

·
7th determination date:
$1,181.000

·
8th determination date:
$1,203.625

·
9th determination date:
$1,226.250

·
10th determination date:
$1,248.875

·
11th determination date:
$1,271.500

·
12th determination date:
$1,294.125

·
13th determination date:
$1,316.750

·
14th determination date:
$1,339.375

·
15th determination date:
$1,362.000

·
16th determination date:
$1,384.625

·
17th determination date:
$1,407.250

November 2017
Page 3
Morgan Stanley Finance LLC
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Jump Securities with Auto-Callable Feature due November 21, 2022
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 EU RO ST OX X 5 0 ® I nde x a nd t he S& P
5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

·
18th determination date:
$1,429.875

No further payments will be made on the securities once they have been redeemed.
Pa ym e nt a t m a t urit y:
If the securities have not previously been redeemed, you will receive at maturity a cash
payment per security as follows:

· If the final index value of each underlying index is greater than or equal to its
respective initial index value:

$1,452.50

· If the final index value of either underlying index is less than its respective initial
index value but 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:

$1,000

·If the final index value of either underlying index is less than its respective downside
threshold level:

$1,000 × index performance factor of the worst performing underlying index

U nde r t he se c irc um st a nc e s, inve st ors w ill lose a signific a nt port ion or a ll
of t he ir inve st m e nt . Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing
t o a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt .

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less
than $1,000. We estimate that the value of each security on the pricing date is $958.20.

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 early redemption payment amounts 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
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November 2017
Page 4
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due November 21, 2022
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 EU RO ST OX X 5 0 ® I nde x a nd t he S& P
5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
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.

November 2017
Page 5
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due November 21, 2022
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 EU RO ST OX X 5 0 ® I nde x a nd t he S& P
5 0 0 ® I nde x
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 be automatically redeemed if the index
closing value of e a c h of the EURO STOXX 50® Index and the S&P 500® Index on any quarterly determination date is greater
than or equal to its respective initial index value.

The following scenarios are for illustrative purposes only to demonstrate how an automatic early redemption payment or the
payment at maturity (if the securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every
situation that may occur. Accordingly, the securities may or may not be redeemed prior to maturity and the payment at maturity
may be less than 60% of the stated principal amount of the securities and may be zero.

Sc e na rio 1 : T he se c urit ie s
When each underlying index closes at or above its respective initial index value on any
a re re de e m e d prior t o
quarterly determination date, the securities will be automatically redeemed for the applicable
m a t urit y
early redemption payment on the related early redemption date. Investors do not participate in
any appreciation in either underlying index.
Sc e na rio 2 : T he se c urit ie s
This scenario assumes that at least one underlying index closes below its respective initial
a re not re de e m e d prior t o
index value on each of the quarterly determination dates. Consequently, the securities are not
m a t urit y, a nd inve st ors
redeemed prior to maturity. On the final determination date, each underlying index closes at or
re c e ive a fix e d posit ive
above its respective initial index value. At maturity, investors will receive a cash payment
re t urn a t m a t urit y
equal to $1,452.50 per stated principal amount. Investors do not participate in any appreciation
in either underlying index.
Sc e na rio 3 : T he se c urit ie s
This scenario assumes that at least one underlying index closes below its respective initial
a re not re de e m e d prior t o
index value on each of the quarterly determination dates. Consequently, the securities are not
m a t urit y, a nd inve st ors
redeemed prior to maturity. On the final determination date, at least one underlying index
re c e ive t he st a t e d princ ipa l closes below its respective initial index value, but the final index value of each underlying
a m ount a t m a t urit y
index is greater than or equal to its respective downside threshold level. At maturity, investors
will receive a cash payment equal to the stated principal amount of $1,000 per security.
Sc e na rio 4 : T he se c urit ie s
This scenario assumes that at least one underlying index closes below its respective initial
a re not re de e m e d prior t o
index value on each of the quarterly determination dates. Consequently, the securities are not
m a t urit y, a nd inve st ors
redeemed prior to maturity. On the final determination date, at least one underlying index
suffe r a subst a nt ia l loss of
closes below its respective downside threshold level. At maturity, investors will receive an
princ ipa l a t m a t urit y
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
significantly less than the stated principal amount and could be zero.
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November 2017
Page 6
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due November 21, 2022
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 EU RO ST OX X 5 0 ® I nde x a nd t he S& P
5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

The following hypothetical examples are for illustrative purposes only. Whether the securities are redeemed prior to maturity will be
determined by reference to the index closing value of each underlying index on each of the quarterly determination dates, and the
payment at maturity, if any, will be determined by reference to the index closing value of each underlying index on the final
determination date. The actual initial index values and downside threshold levels are set forth on the cover of this document. Some
numbers appearing in the examples below have been rounded for ease of analysis. All payments on the securities are subject to
our credit risk. The below examples are based on the following terms:

Early Redemption Payment:
The early redemption payment will be an amount in cash per stated principal amount
(corresponding to a return of approximately 9.05% per annum, for each quarterly determination
date (beginning after six months), as follows:

·
1st determination date:
$1,045.250

·
2nd determination date:
$1,067.875

·
3rd determination date:
$1,090.500

·
4th determination date:
$1,113.125

·
5th determination date:
$1,135.750

·
6th determination date:
$1,158.375

·
7th determination date:
$1,181.000

·
8th determination date:
$1,203.625

·
9th determination date:
$1,226.250

·
10th determination date:
$1,248.875

·
11th determination date:
$1,271.500

·
12th determination date:
$1,294.125

·
13th determination date:
$1,316.750

·
14th determination date:
$1,339.375

·
15th determination date:
$1,362.000

·
16th determination date:
$1,384.625

·
17th determination date:
$1,407.250

·
18th determination date:
$1,429.875

No further payments will be made on the securities once they have been redeemed.
Payment at Maturity
If the securities have not previously been redeemed, you will receive at maturity a cash payment
per security as follows:

· If the final index value of each underlying index is greater than or equal to its
respective initial index value:

$1,452.50

· If the final index value of either underlying index is less than its respective initial index
value but 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:

$1,000

· If the final index value of either underlying index is less than its respective downside
threshold level:
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$1,000 × index performance factor of the worst performing underlying index.

U nde r t he se c irc um st a nc e s, you w ill lose a signific a nt port ion or a ll of your
inve st m e nt .

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Princ ipa l a t Risk Se c urit ie s
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the SX5E Index: 3,500
With respect to the SPX Index: 2,500
Hypothetical Downside Threshold Level: With respect to the SX5E Index: 2,100, which is 60% of its hypothetical initial index value
With respect to the SPX Index: 1,500, which is 60% of its hypothetical initial index value

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Aut om a t ic Ca ll:

Ex a m ple 1 -- t he se c urit ie s a re re de e m e d follow ing t he se c ond de t e rm ina t ion da t e

Date
SX5E Index Closing Value
SPX Index Closing Value
Payment (per Security)
4,000 (a t or a bove the initial
2,000 (be low the initial index
1st Determination Date
--
index value)
value)
4,500 (a t or a bove the initial
2,600 (a t or a bove the initial
2nd Determination Date
$1,067.875
index value)
index value)

In this example, on the first determination date, the index closing value of one of the underlying indices is at or above its respective
initial index value, but the index closing value of the other underlying index is below its respective initial index value. Therefore, the
securities are not redeemed. On the second determination date, the index closing value of each underlying index is at or above the
respective initial index value. Therefore, the securities are automatically redeemed on the second early redemption date. Investors
will receive a payment of $1,067.875 per security on the related early redemption date. No further payments will be made on the
securities once they have been redeemed, and investors do not participate in the appreciation in either underlying index.

How to calculate the payment at maturity:

In the following examples, one or both of the underlying indices close below the respective initial index value(s) on each of the
quarterly determination dates, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding
until, maturity.

SX5E Index Final Index Value
SPX Index Final Index Value
Payment at Maturity (per
Security)
Example 1:
4,000 (a t or a bove its initial
2,800 (a t or a bove its initial
$1,452.50
index value)
index value)
Example 2:
2,800 (be low its initial index
3,000 (a t or a bove its initial
$1,000
value but a t or a bove its
index value and downside
downside threshold level)
threshold level)
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Example 3:
4,375 (a t or a bove its initial
1,000 (be low its downside
$1,000 x (1,000 / 2,500) = $400
index value and downside
threshold level)
threshold level)
Example 4:
700 (be low its downside
1,875 (be low its initial index
$1,000 x (700 / 3,500) = $200
threshold level)
value but a t or a bove its
downside threshold level)
Example 5:
700 (be low its downside
1,500 (be low its downside
$1,000 x (700 / 3,500) = $200
threshold level)
threshold level)

In example 1, the final index value of each underlying index is at or above its respective initial index value. Therefore, investors
receive $1,452.50 per security at maturity. Investors do not participate in any appreciation in either underlying index.

In example 2, the final index value of one of the underlying indices is at or above its initial index value and downside threshold
level, but the final index value of the other underlying index is below its initial index value and at or above its downside threshold
level. The SPX Index has increased 20% from its initial index value to its final index value and the SX5E Index has declined 20%
from its initial index value to its final index value. Therefore, investors receive a payment at maturity equal to the stated principal
amount of $1,000 per security. Investors do not participate in any appreciation in either underlying index.

In example 3, the final index value of one of the underlying indices is at or above its initial index value and downside threshold
level, but the final index value of the other underlying index is below its respective downside threshold level. Therefore, investors
are exposed to the downside performance of the worst performing underlying index at maturity. The SX5E Index has increased
25% from its initial index value to its final index value and the SPX Index has declined 60% from its initial index value to its final

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Princ ipa l a t Risk Se c urit ie s
index value. Therefore, investors receive at maturity an amount equal to the stated principal amount times the index performance
factor of the SPX Index, which is the worst performing underlying index in this example.

In example 4, the final index value of one of the underlying indices is below its initial index value but at or above its downside
threshold level, while the final index value of the other underlying index is below its respective downside threshold level. Therefore,
investors are exposed to the downside performance of the worst performing underlying index at maturity. The SPX Index has
declined 25% from its initial index value to its final index value and the SX5E Index has declined 80% from its initial index value to
its final index value. Therefore, investors receive at maturity an amount equal to 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 final index value of each underlying index is below its respective downside threshold 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. The SX5E Index has declined 80% from its initial index value to its final index value and the SPX Index has declined 40%
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.

I f t he se c urit ie s a re not re de e m e d prior t o m a t urit y a nd t he fina l inde x va lue of e it he r unde rlying inde x is
be low it s re spe c t ive dow nside t hre shold 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.

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Princ ipa l a t Risk Se c urit ie s
Risk Factors

The following is a 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 product 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.

T he se c urit ie s do not pa y int e re st or gua ra nt e e t he re t urn of a ny princ ipa l. The terms of the securities differ
from those of ordinary debt securities in that they do not pay interest or guarantee the return of any of the principal amount at
maturity. If the securities have not been automatically redeemed prior to maturity and the final index value of e it he r
unde rlying inde x is less than its respective downside threshold level of 60% of its initial index value, you will be exposed to
the decline in the 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.

T he a ppre c ia t ion pot e nt ia l of t he se c urit ie s is lim it e d by t he fix e d e a rly re de m pt ion pa ym e nt or pa ym e nt
a t m a t urit y spe c ifie d for e a c h de t e rm ina t ion da t e . The appreciation potential of the securities is limited to the fixed
early redemption payment specified for each determination date if each underlying index closes at or above its respective initial
index value on any quarterly determination date, or to the fixed upside payment at maturity if the securities have not been
redeemed and the final index value of each underlying index is at or above its initial index value. In all cases, you will not
participate in any appreciation of either underlying index, which could be significant.

Y ou a re e x pose d t o t he pric e risk of e a c h unde rlying inde x . Your return on the securities is not linked to a basket
consisting of each underlying index. Rather, it will be contingent upon the independent performance of each underlying index.
Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all
the components of the basket, you will be exposed to the risks related to each underlying index. Poor performance by e it he r
unde rlying inde x over the term of the securities may negatively affect your return and will not be offset or mitigated by any
positive performance by the other underlying index. To receive an early redemption payment, e a c h unde rlying inde x must
close at or above its respective initial index value on the applicable determination date. In addition, if the securities have not
been redeemed and a t le a st one unde rlying inde x has declined to below its respective downside threshold level as of the
final determination date, you will be fully e x pose d to the decline in the worst performing underlying index over the term of
the securities on a 1-to-1 basis, even if the other underlying index has appreciated or has not declined as much. Under this
scenario, the value of any such payment at maturity will be less than 60% of the stated principal amount and could be zero.
Accordingly, your investment is subject to the price risk of each underlying index.

T he m a rk e t pric e 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 securities in the secondary market and the price at which MS & Co. may be willing to
purchase or sell the securities in the secondary market. We expect that generally the level of interest rates available in the
market and the value of each underlying index on any day, including in relation to its respective initial index value and
downside threshold level, will affect the value of the securities more than any other factors. Other factors that may influence the
value of the securities include:

o
the volatility (frequency and magnitude of changes in value) of the underlying indices,

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

o
dividend rates on the securities underlying the underlying indices,

o
the time remaining until the securities mature,

o
interest and yield rates in the market,

o
the availability of comparable instruments,

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