Obbligazione Morgan Stanley Financial 13.08% ( US61766YBC49 ) in USD

Morgan Stanley Financial

100 USD ▲

Stati Uniti

US61766YBC49 ( in USD )

13.08% per anno ( pagato 2 volte l'anno)

31/03/2037

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61766YBC49 en USD 13.08%, scadenza 31/03/2037

1 000 USD

1 000 000 USD

61766YBC4

N/A

01/10/2026 ( In 182 giorni )

Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61766YBC49, pays a coupon of 13.08% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/03/2037

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61766YBC49, was rated NR by Moody's credit rating agency.

424B2 1 dp74505_424b2-ps1386.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price(1)

Fee
Fixed to Floating Rate Notes due 2037

$4,500,000

$521.55

(1) The maximum aggregate offering price relates to an additional $4,500,000 of securities offered and sold pursuant to this Amendment No. 1
to Pricing Supplement No. 1,386 to Registration Statement Nos. 333-200365; 333-200365-12.
M a rc h 2 0 1 7
Amendment No. 1 dated March 29, 2017 relating to
Pricing Supplement No. 1,386
Registration Statement Nos. 333-200365; 333-200365-12
Dated March 2, 2017
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
INTEREST RATE STRUCTURED PRODUCTS
Fixed to Floating Rate Securities due 2037
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Le ve ra ge d CM S Curve Se c urit ie s
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 S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
As further described below, interest will accrue on the securities (i) from and including the original issue date to but excluding September 30, 2018: at a rate
of 9.00% per annum and (ii) from and including September 30, 2018 to but excluding the maturity date: for each day that the closing value of e a c h of the
S&P 500® Index a nd the Russell 2000® Index is gre a t e r t ha n or e qua l t o 50% of its respective initial index value (which we refer to as the index
reference level), at a variable rate per annum equal to the applicable leverage factor times the difference, if any, between the 30-Year ICE Swap Rate
("30CMS") and the 2-Year ICE Swap Rate ("2CMS"), as determined on the CMS reference determination date at the start of the related monthly interest
payment period; subject to the maximum interest rate of 9.00% per annum for each interest payment period during the floating interest rate period and the
minimum interest rate of 0.00% per annum. The securities provide an above-market interest rate during the first 18 months; however, for each interest
payment period thereafter to maturity, the securities will not pay any interest with respect to an interest payment period if the CMS reference index level is
equal to or less than 0.00% on the related monthly CMS reference determination date. In addition, if, on any calendar day, the index closing value of e it he r
index is less than the index reference level for such index, interest will accrue at a rate of 0.00% per annum for that day. At maturity, if the final index value
of e a c h index is greater than or equal to its barrier level of 50% of its respective initial index value, investors will receive the stated principal amount of the
securities plus any accrued but unpaid interest. However, if the final index value of e it he r index is less than its respective barrier level, investors will be
fully exposed to the decline in the worst performing index over the term of the securities, and the payment at maturity will be less than 50% of the stated
principal amount of the securities and could be zero. T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s. Ac c ordingly, inve st ors
m a y lose up t o t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. Because payments on the securities are based on the worst performing of the
indices, a decline beyond the respective index reference level and/or respective barrier level, as applicable, of e it he r index will result in few or no interest
payments during the floating interest rate period and/or a significant loss of your investment, as applicable, even if the other index has appreciated or has
not declined as much. Investors will not participate in any appreciation of either index. These long-dated securities are for investors who seek an opportunity
to earn interest at a potentially above-market rate in exchange for the risk of losing their principal and the risk of receiving little or no interest on the
securities during the floating interest rate period.
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 ("MSFL")
Gua ra nt or:
Morgan Stanley
I ndic e s:
S&P 500® Index (the "SPX Index") and Russell 2000® Index (the "RTY Index")
CM S re fe re nc e inde x :
30-Year ICE Swap Rate minus 2-Year ICE Swap Rate, expressed as a percentage.
Please see "Additional Provisions--CMS Reference Index" below.
Aggre ga t e princ ipa l
$5,500,000
a m ount :
I ssue pric e :
At variable prices
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
March 2, 2017
Origina l issue da t e :
March 31, 2017 (21 business days after the pricing date)
M a t urit y da t e :
March 31, 2037
I nt e re st a c c rua l da t e :
March 31, 2017
Pa ym e nt a t m a t urit y:
· If the final index value of each index is greater than or equal to its respective barrier level: the stated
principal amount plus any accrued and unpaid interest
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· If the final index value of either index is less than its respective barrier level: (a) the stated principal amount
times the index performance factor of the worst performing index plus (b) any accrued and unpaid interest. This
amount will be less than 50% of the stated principal amount of the securities and could be zero.
I nt e re st :
From and including the original issue date to but excluding September 30, 2018 (the "fixed interest rate period"): 9.00%
per annum
From and including September 30, 2018 to but excluding the maturity date (the "floating interest rate period"):
For each interest payment period, a variable rate per annum equal to the product of:
(a ) a pplic a ble le ve ra ge fa c t or times t he CM S re fe re nc e inde x ; subject to the minimum interest rate
and the maximum interest rate; a nd
(b) N /ACT ; where,
"N" = the total number of calendar days in the applicable interest payment period on which the index closing value of
each index is greater than or equal to its respective index reference level (each such day, an "accrual day"); and
"ACT" = the total number of calendar days in the applicable interest payment period.
The CMS reference index level applicable to an interest payment period will be determined on the related CMS
reference determination date.
Interest for each interest payment period during the floating interest rate period is subject to the minimum
interest rate of 0.00% per annum and the maximum interest rate of 9.00% per annum for such interest payment
period. Beginning September 30, 2018, it is possible that you could receive little or no interest on the securities.
If, on the related CMS reference determination date, the CMS reference index level is equal to or less than the
CMS reference index strike, interest will accrue at a rate of 0.00% for that interest payment period. In addition, if,
on any day, the index closing value of either index is determined to be less than the index reference level for
such index, interest will accrue at a rate of 0.00% per annum for that day. The determination of the index closing
value for each index will be subject to certain market disruption events. Please see Annex A--Market Disruption
Event" below.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See
"Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."
Terms continued on the following page
Est im a t e d va lue on t he pric ing
da t e :
$853.00 per security. See "The Securities" on page 3.
Com m issions a nd issue pric e :
Pric e t o public (1)(2)
Age nt 's c om m issions(2)
Proc e e ds t o us (3)
Pe r se c urit y
At variable prices
$50
$950
T ot a l
At variable prices
$275,000
$5,225,000
(1) The securities will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale,
which may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price will not
be less than $970 per security and will not be more than $1,000 per security. See "Risk Factors--The Price You Pay For The Securities May Be Higher
Than The Prices Paid By Other Investors."
(2) Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Wealth Management (an
affiliate of the agent) and their financial advisors, of up to $50 per security depending on market conditions. See "Supplemental Information Concerning
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 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 5 .
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 pric ing supple m 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 .
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 .
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
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 c olle c t ive ly, a s t he
c ont e x t re quire s.
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 .

Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2037
Le ve ra ge d CM S Curve Se c urit ie s
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 S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
Terms continued from previous page:
Le ve ra ge fa c t or:
From and including September 30, 2018 to but excluding March 31, 2027: 1 5 ; and
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From and including March 31, 2027 to but exluding the maturity date: 2 0
I nt e re st pa ym e nt pe riod:
Monthly
I nt e re st pa ym e nt pe riod e nd Unadjusted
da t e s:
I nt e re st pa ym e nt da t e s:
The last calendar day of each month, beginning April 30, 2017; provided that if any such day is not a business day, that
interest payment will be made on the next succeeding business day and no adjustment will be made to any interest
payment made on that succeeding business day.
I nt e re st re se t da t e s:
The last calendar day of each month, beginning September 30, 2018
M a x im um int e re st ra t e :
9.00% per annum for each interest payment period during the floating interest rate period
M inim um int e re st ra t e :
0.00% per annum

U nde rlying inde x publishe r:
With respect to the SPX Index: S&P Dow Jones Indices LLC

With respect to the RTY Index: Russell Investments
CM S re fe re nc e
Two (2) U.S. government securities business days prior to the related interest reset date at the start of the applicable
de t e rm ina t ion da t e s:
interest payment period.
CM S re fe re nc e inde x st rik e : 0.00%

I nde x re fe re nc e le ve l:
With respect to the SPX Index: 1,179.285, which is 50% of its initial index value

With respect to the RTY Index: 683.631, which is approximately 50% of its initial index value
I nit ia l inde x va lue :
With respect to the SPX Index: 2,358.57, which is its index closing value on March 28, 2017

With respect to the RTY Index: 1,367.261, which is its index closing value on March 28, 2017
Ba rrie r le ve l:
With respect to the SPX Index: 1,179.285, which is 50% of its initial index value

With respect to the RTY Index: 683.631, which is approximately 50% of its initial index value
Fina l inde x va lue :
With respect to each index, the index closing value of such index on the final determination date

I nde x c losing va lue :
With respect to each index, the closing value of such index. Please see "Additional Provisions--Indices" below.

Fina l de t e rm ina t ion da t e :
The third scheduled business day prior to the maturity date, subject to adjustment due to non-index business days or
certain market disruption events.
I nde x c ut off:
With respect to each index, the index closing value of such index for any day from and including the third index
business day prior to the related interest payment date for any interest payment period shall be the index closing

value of such index on such third index business day prior to such interest payment date.
I nde x pe rform a nc e fa c t or:
The final index value divided by the initial index value

Worst pe rform ing inde x :
The index with the larger percentage decrease from the respective initial index value to the respective final index

value
Re de m pt ion:
None

Da y-c ount c onve nt ion:
Actual/Actual

Spe c ifie d c urre nc y:
U.S. dollars

CU SI P / I SI N :
61766YBC4 / US61766YBC49

Book -e nt ry or c e rt ific a t e d
Book-entry

se c urit y:
Busine ss da y:
New York

Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC.
All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in the
absence of manifest error, be conclusive for all purposes and binding on you, the trustee and us.
All values used in the interest rate formula for the securities and all percentages resulting from any calculation of
interest will be rounded to the nearest one hundred-thousandth of a percentage point, with .000005% rounded up to
.00001%. All dollar amounts used in or resulting from such calculation on the securities will be rounded to the nearest
cent, with one-half cent rounded upward.

Because the calculation agent is our affiliate, the economic interests of the calculation agent and its affiliates may be
adverse to your interests as an investor in the securities, including with respect to certain determinations and
judgments that the calculation agent must make in determining the payment that you will receive on each interest
payment date and at maturity or whether a market disruption event has occurred. Please see Annex A--Market
Disruption Event" and "--Discontinuance of an Index; Alteration of Method of Calculation" below. The calculation
agent is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable
judgment.
T rust e e :
The Bank of New York Mellon

Cont a c t inform a t ion:
Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or Morgan Stanley's
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.
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March 2017
Page 2
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2037
Le ve ra ge d CM S Curve Se c urit ie s
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 S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
The Securities

Principal at Risk Securities

The securities are debt securities of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan
Stanley. From and including the original issue date to but excluding September 30, 2018, the securities pay interest at a rate of
9.00% per annum. Beginning September 30, 2018, interest will accrue on the securities for each day that the closing value of
e a c h of the S&P 500® Index a nd the Russell 2000® Index is gre a t e r t ha n or e qua l t o 50% of its respective initial index
value (which we refer to as the index reference level), at a variable rate per annum equal to the applicable leverage factor times
the difference, if any, between the 30-Year ICE Swap Rate ("30CMS") and the 2-Year ICE Swap Rate ("2CMS"), as determined on
the CMS reference determination date at the start of the related monthly interest payment period; subject to the maximum interest
rate of 9.00% per annum for each interest payment period during the floating interest rate period and the minimum interest rate of
0.00% per annum. The securities provide an above-market interest rate during the first 18 months; however, for each interest
payment period thereafter to maturity, the securities will not pay any interest with respect to an interest payment period if the CMS
reference index level is equal to or less than 0.00% on the related monthly CMS reference determination date. In addition, if, on
any calendar day, the index closing value of e it he r index is less than the index reference level for such index, interest will accrue
at a rate of 0.00% per annum for that day. The leverage factor will increase over the course of the floating interest rate period and
will be equal to (i) from September 30, 2018 to year 10: 1 5 and (ii) in years 11 to 20: 2 0 .

At maturity, if the final index value of e a c h index is greater than or equal to its barrier level of 50% of its respective initial index
value, investors will receive the stated principal amount of the securities plus any accrued but unpaid interest. However, if the final
index value of e it he r index is less than its respective barrier level, investors will be fully exposed to the decline in the worst
performing index over the term of the securities, and the payment at maturity will be less than 50% of the stated principal amount
of the securities and could be zero. T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s. Ac c ordingly,
inve st ors m a y lose up t o t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. Because payments on the securities are
based on the worst performing of the indices, a decline beyond the respective index reference level and/or respective barrier level,
as applicable, of e it he r index will result in few or no interest payments during the floating interest rate period and/or a significant
loss of your investment, as applicable, even if the other index has appreciated or has not declined as much. Investors will not
participate in any appreciation of either index.

We describe the basic features of these securities in the sections of the accompanying prospectus called "Description of Debt
Securities--Floating Rate Debt Securities" and prospectus supplement called "Description of Securities," subject to and as modified
by the provisions described below. All payments on the securities are subject to our credit risk.

The stated principal amount of each security is $1,000, and the issue price is variable. 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 the issue price. We estimate that the value of each security on the pricing date is
$853.00.

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 CMS reference index and the indices. The estimated value of the securities is
determined using our own pricing and valuation models, market inputs and assumptions relating to the CMS reference index and
the indices, instruments based on the CMS reference index and the 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 interest rate, the applicable leverage factors, the maximum
interest rate applicable to each interest payment period during the floating interest rate period, the CMS reference index strike, the
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index reference levels 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.

March 2017
Page 3
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2037
Le ve ra ge d CM S Curve Se c urit ie s
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 S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
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 interest rates and the CMS reference index and the 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, the costs of unwinding the related hedging
transactions and other factors.

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

March 2017
Page 4
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2037
Le ve ra ge d CM S Curve Se c urit ie s
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 S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
Additional Provisions

CM S Re fe re nc e I nde x

Wha t a re t he 3 0 -Y e a r a nd 2 -Y e a r I CE Sw a p Ra t e s ?

The 30-Year ICE Swap Rate (which we refer to as "30CMS") is, on any U.S. government securities business day, the fixed rate of
interest payable on an interest rate swap with a 30-year maturity as reported on Reuters Page ICESWAP1 or any successor page
thereto at approximately 11:00 a.m. New York City time for such day. This rate is one of the market-accepted indicators of longer-
term interest rates.

The 2-Year ICE Swap Rate (which we refer to as "2CMS") is, on any U.S. government securities business day, the fixed rate of
interest payable on an interest rate swap with a 2-year maturity as reported on Reuters Page ICESWAP1 or any successor page
thereto at approximately 11:00 a.m. New York City time for such day. This rate is one of the market-accepted indicators of shorter-
term interest rates.

The rates reported on Reuters Page "ICESWAP1" (or any successor page thereto) are calculated by ICE Benchmark Administration
Limited based on tradeable quotes for the related interest rate swaps of the relevant tenor that are sourced from electronic trading
venues.

An interest rate swap rate, at any given time, generally indicates the fixed rate of interest (paid semi-annually) that a counterparty
in the swaps market would have to pay for a given maturity, in order to receive a floating rate (paid quarterly) equal to 3-month
LIBOR for that same maturity.

U .S. Gove rnm e nt Se c urit ie s Busine ss Da y

U.S. government securities business day means any day except for a Saturday, Sunday or a day on which The Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in U.S. government securities.
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CM S Ra t e Fa llba c k Provisions

If 30CMS or 2CMS is not displayed by approximately 11:00 a.m. New York City time on the Reuters Screen ICESWAP1 Page on
any day on which the level of the CMS reference index must be determined, any such affected rate for such day will be determined
on the basis of the mid-market semi-annual swap rate quotations to the calculation agent provided by five leading swap dealers in
the New York City interbank market (the "Reference Banks") at approximately 11:00 a.m., New York City time, on such day, and,
for this purpose, the mid-market semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed leg,
calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal to the
applicable 30 year or 2 year maturity commencing on such day and in a representative amount with an acknowledged dealer of
good credit in the swap market, where the floating leg, calculated on an actual/360 day count basis, is equivalent to USD LIBOR
with a designated maturity of three months. The calculation agent will request the principal New York City office of each of the
Reference Banks to provide a quotation of its rate. If at least three quotations are provided, the rate for that day will be the
arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest). If fewer than three quotations are provided as requested, the rate will be
determined by the calculation agent in good faith and in a commercially reasonable manner.

March 2017
Page 5
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2037
Le ve ra ge d CM S Curve Se c urit ie s
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 S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
I ndic e s

T he S& P 5 0 0 ® I nde x

The SPX 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 SPX 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. For additional information about the SPX Index, see the information set forth under "Annex A--The S&P
500® Index" in this document and "S&P 500® Index" in the accompanying index supplement.

T he Russe ll 2 0 0 0 ® I nde x

The RTY Index is an index calculated, published and disseminated by Russell Investments, and measures the composite price
performance of stocks of 2,000 companies 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 RTY 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 RTY Index is designed to track the performance of the small
capitalization segment of the U.S. equity market. For additional information about the RTY Index, see the information set forth
under "Annex A--The Russell 2000® Index" in this document and "Russell 2000® Index" in the accompanying index supplement.

I nde x Closing V a lue Fa llba c k Provisions

The index closing value on any calendar day during the term of the securities on which the index level of an index is to be
determined (each, an "index determination date") will equal:

· with respect to the SPX Index, the official closing value of such index as published by the underlying index publisher for the
SPX Index or its successor, or in the case of any successor index, the official closing value for such successor index as
published by the publisher of such successor index or its successor, at the regular weekday close of trading on that
calendar day, as determined by the calculation agent; and

· with respect to the RTY Index, the closing value of such index or any successor index reported by Bloomberg Financial
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Services, or any successor reporting service the calculation agent may select, on such index determination date. The
closing value of the RTY Index reported by Bloomberg Financial Services may be lower or higher than the official closing
value of the RTY Index published by the underlying index publisher for such index,

provided that the index closing value for each index for any day from and including the third index business day prior to the related
interest payment date for any interest payment period shall be the index closing value for such index in effect on such third index
business day prior to such interest payment date; provided further that if a market disruption event with respect to an index occurs
on any index determination date (other than the day on which the initial index value of an index is determined or the final
determination date) or if any such index determination date is not an index business day with respect to an index, the closing value
of such index for such index determination date will be the closing value of such index on the immediately preceding index
business day for such index on which no market disruption event has occurred with respect to such index.

If a market disruption event with respect to an index occurs on the day on which the initial index value of an index is determined or
the final determination date, or if any such date is not an index business day with respect to an index, the relevant date solely with
respect to that affected index shall be the next succeeding index business day with respect to that index on which there is no
market disruption event with respect to that index; provided that if a market disruption event with respect to that index has occurred
on each of the five index business days with respect to that index immediately succeeding any such scheduled date, then (i) such
fifth succeeding index business day shall be deemed to be the relevant date with respect to that affected index, notwithstanding the
occurrence of a market disruption event with respect to that index on such day, and (ii) with respect to any such fifth succeeding
index business day on which a market disruption event occurs with respect to that index, the calculation agent shall determine the
index closing value on such fifth succeeding index business day in accordance with the formula for and method of calculating that
index last in effect prior to the commencement of the market disruption event, using the closing price (or, if trading in the relevant
securities has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed
but for such suspension or

March 2017
Page 6
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2037
Le ve ra ge d CM S Curve Se c urit ie s
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 S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
limitation) at the close of the principal trading session of the relevant exchange on such index business day of each security most
recently constituting that affected index without any rebalancing or substitution of such securities following the commencement of
the market disruption event.

In certain circumstances, the index closing value of an index shall be based on the alternate calculation of such index described
under "Annex A--Discontinuance of an Index; Alteration of Method of Calculation."

"Index business day" means, with respect to each index, a day, as determined by the calculation agent, on which trading is
generally conducted on each of the relevant exchange(s) for such index, other than a day on which trading on such exchange(s) is
scheduled to close prior to the time of the posting of its regular final weekday closing price.

"Relevant exchange" means, with respect to each index, the primary exchange(s) or market(s) of trading for (i) any security then
included in such index, or any successor index, and (ii) any futures or options contracts related to such index or to any security then
included in such index.

For more information regarding market disruption events with respect to an index, discontinuance of an index and alteration of the
method of calculation, see "Annex A--Market Disruption Event" and "--Discontinuance of an Index; Alteration of Method of
Calculation" herein.

Post pone m e nt of M a t urit y Da t e

If the scheduled final determination date is not an index business day with respect to an index or if a market disruption event
occurs on that day with respect to an index so that the final determination date is postponed and falls less than two business days
prior to the scheduled maturity date, the maturity date of the securities will be postponed to the second business day following that
final determination date, as postponed with respect to an index.

March 2017
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Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2037
Le ve ra ge d CM S Curve Se c urit ie s
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 S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
How the Securities Work

H ow t o c a lc ula t e t he int e re st pa ym e nt s during t he floa t ing int e re st ra t e pe riod:

The table below presents examples of hypothetical interest that would accrue on the securities during any month in the floating
interest rate period from and including September 30, 2018 to but excluding March 31, 2027, reflecting the applicable leverage
factor of 15 for that period. The examples below are for purposes of illustration only. The examples of the hypothetical floating
interest rate that would accrue on the securities are based on both the level of the CMS reference index level on the applicable
CMS reference determination date and the total number of calendar days in a monthly interest payment period on which the index
closing value of each index is greater than or equal to its respective index reference level.

The actual interest payment amounts during the floating interest rate period will depend on the actual level of the CMS reference
index on each CMS reference determination date, the index closing value of each index on each day during the floating interest
payment period and the applicable leverage factor. The applicable interest rate for each monthly interest payment period will be
determined on a per-annum basis but will apply only to that interest payment period. The table assumes that the interest payment
period contains 30 calendar days. The examples below are for purposes of illustration only and would provide different results if
different assumptions were made.

Annua lize d ra t e of int e re st pa id
1 5 times CM S
N um be r of da ys on w hic h t he inde x c losing va lue of e a c h inde x is gre a t e r t ha n or
CM S
Re fe re nc e
e qua l
Re fe re nc e I nde x
I nde x *
t o it s re spe c t ive inde x re fe re nc e le ve l
0
5
1 0
1 5
2 0
2 5
3 0
-1.300%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.100%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.900%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.800%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.700%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.600%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.500%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.300%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.100%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.100%
1.50%
0.000%
0.250%
0.500%
0.750%
1.000%
1.250%
1.500%
0.200%
3.00%
0.000%
0.500%
1.000%
1.500%
2.000%
2.500%
3.000%
0.300%
4.50%
0.000%
0.750%
1.500%
2.250%
3.000%
3.750%
4.500%
0.400%
6.00%
0.000%
1.000%
2.000%
3.000%
4.000%
5.000%
6.000%
0.500%
7.50%
0.000%
1.250%
2.500%
3.750%
5.000%
6.250%
7.500%
0.600%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
0.700%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
0.800%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
0.900%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
1.000%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
1.100%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
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1.200%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
1.300%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
1.400%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
1.500%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
1.600%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
* Subject to the minimum interest rate of 0.00% and the maximum interest rate of 9.00%

March 2017
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Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2037
Le ve ra ge d CM S Curve Se c urit ie s
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 S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
If 30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating interest rate will be the
minimum interest rate of 0.00% and no interest will accrue on the securities for such interest period regardless of the total number
of calendar days in the interest payment period on which the index closing value of each index is greater than or equal to its
respective index reference level.

If on any day, the index closing value of either index is determined to be less than the index reference level for such index, interest
will accrue at a rate of 0.00% per annum for that day.

In addition, the leverage factor will increase for a certain period during the term of the securities as described below and herein.
The following illustration assumes that the interest payment period contains 30 calendar days and the number of calendar days in
such interest payment period on which the index closing value of each index is greater than or equal to the index reference level is
10.

The leverage factor for the securities will be 20 from and including March 31, 2027 to but excluding the maturity date. If the CMS
reference index is 0.600% on a CMS reference determination date during such period, the interest rate for that interest payment
period will be 0.600% x 20 x (10/30) = 4.000%. If the CMS reference index is equal to or greater than 1.350% on a CMS reference
determination date during such period, the interest rate for that interest payment period will be 9.000% x (10/30) = 3.000%
(because 20 times such CMS reference index would be equal to or exceed the maximum interest rate of 9.000%).

March 2017
Page 9
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2037
Le ve ra ge d CM S Curve Se c urit ie s
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 S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

H ow t o c a lc ula t e t he pa ym e nt a t m a t urit y:

The following hypothetical examples illustrate how to calculate the payment at maturity. The following examples are for illustrative
purposes only. The amount you will receive at maturity, if any, will be determined by reference to the index closing value of each
index on the final determination date. The actual initial index value and barrier level for each index were determined on March 28,
2017. All payments on the securities, if any, are subject to our credit risk. The below examples are based on the following terms:

Pa ym e nt a t m a t urit y:
· If the final index value of each index is greater than or equal to its respective
barrier level: the stated principal amount plus any accrued and unpaid interest
· If the final index value of either index is less than its respective barrier level: (a)
the stated principal amount times the index performance factor of the worst
performing index plus (b) any accrued and unpaid interest. This amount will be less
than 50% of the stated principal amount of the securities and could be zero.
St a t e d princ ipa l a m ount :
$1,000 per security
H ypot he t ic a l init ia l inde x va lue : With respect to the SPX Index: 2,000
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With respect to the RTY Index: 1,200
H ypot he t ic a l ba rrie r le ve l:
With respect to the SPX Index: 1,000, which is 50% of the hypothetical initial index value
for such index
With respect to the RTY Index: 600, which is 50% of the hypothetical initial index value for
such index

Fina l I nde x V a lue
Pa ym e nt a t M a t urit y
SPX I nde x
RT Y I nde x
Ex a m ple 1 :
1,200 (a t or a bove the barrier 950 (a t or a bove the barrier The stated principal amount plus any accrued and
level)
level)
unpaid interest
Ex a m ple 2 :
1,100 (a t or a bove the barrier 480 (be low the barrier level)
($1,000 x index performance factor of the worst
level)
performing index) + any accrued and unpaid
interest

= $1,000 x (480 / 1,200) + any accrued and
unpaid interest

= $400 plus any accrued and unpaid interest

Ex a m ple 3 :
800 (be low the barrier level)
1,000 (a t or a bove the
[$1,000 x (800 / 2,000)] + any accrued and
barrier level)
unpaid interest

= $400 plus any accrued and unpaid interest

Ex a m ple 4 :
600 (be low the barrier level)
480 (be low the barrier level)
[$1,000 x (600 / 2,000)] + any accrued and
unpaid interest

= $300 plus any accrued and unpaid interest

Ex a m ple 5 :
800 (be low the barrier level)
360 (be low the barrier level)
[$1,000 x (360 / 1,200)] + any accrued and
unpaid interest

= $300 plus any accrued and unpaid interest

March 2017
Page 10
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2037
Le ve ra ge d CM S Curve Se c urit ie s
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 S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
In example 1, the final index values of both the SPX Index and RTY Index are at or above their respective barrier levels. Therefore,
investors receive at maturity the stated principal amount of the securities plus any accrued and unpaid interest.

In examples 2 and 3, the final index value of one index is at or above its barrier level but the final index value of the other index is
below its barrier level. Therefore, investors are exposed to the downside performance of the worst performing index at maturity and
receive at maturity an amount equal to (i) the stated principal amount times the index performance factor of the worst performing
index plus (ii) any accrued and unpaid interest.

Similarly, in examples 4 and 5, the final index value of each 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 index. In
example 4, the SPX Index has declined 70% from its initial index value to its final index value, while the RTY Index has declined
60% from its initial index value to its final index value. Therefore, the payment at maturity equals (i) the stated principal amount
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