Obbligazione Morgan Stanley Financial 7% ( US61768CAL19 ) in USD

Morgan Stanley Financial

100 USD ▼

Stati Uniti

US61768CAL19 ( in USD )

7% per anno ( pagato 2 volte l'anno)

31/10/2031

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61768CAL19 en USD 7%, scadenza 31/10/2031

1 000 USD

961 000 USD

61768CAL1

N/A

01/05/2026 ( In 29 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 US61768CAL19, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/10/2031

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768CAL19, was rated NR by Moody's credit rating agency.

424B2 1 dp69803_424b2-ps1079.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities

Offering Price

Fee
Offered

Contingent Income Securities due

$961,000

$111.38
2031

Oc t obe r 2 0 1 6
Pricing Supplement No. 1,079
Registration Statement Nos. 333-200365; 333-200365-12
Dated October 26, 2016
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Securities due October 31, 2031
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x 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") and are fully and unconditionally guaranteed by
Morgan Stanley. The securities have the terms described in the accompanying prospectus supplement, index supplement and
prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not
provide for the regular payment of interest after the first 5 years. For the first 5 years, the securities will pay a fixed monthly coupon
at the rate specified below. Thereafter, the securities will pay a contingent monthly coupon but only if the index closing value of
e a c h of t he Russe ll 2 0 0 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x on the related observation date is a t or a bove 5 5 % of it s
re spe c t ive init ia l inde x va lue , which we refer to as the barrier level. If the index closing value of e it he r unde rlying
inde x is less than the barrier level for such index on any observation date after the first 5 years, we will pay no interest for the
related interest period. At maturity, if the final index value of e a c h underlying index is greater than or equal to the barrier level of
55% of the respective initial index value, the payment at maturity will be the stated principal amount and the related contingent
monthly coupon. If, however, the final index value of e it he r underlying index is less than its barrier level, investors will be exposed
to the decline in the worst performing underlying index on a 1-to-1 basis and will receive a payment at maturity that is less than
55% of the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be
w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt ba se d on t he pe rform a nc e of e it he r inde x
a nd a lso t he risk of not re c e iving a ny m ont hly c oupons a ft e r t he first 5 ye a rs. I nve st ors w ill not pa rt ic ipa t e
in a ny a ppre c ia t ion of e it he r unde rlying inde x . Because payments on the securities are based on the worst performing of
the underlying indices, a decline beyond the respective barrier level of e it he r underlying index will result in few or no contingent
monthly coupons after the first 5 years and/or a significant loss of your investment, even if the other underlying index has
appreciated or has not declined as much. These long-dated securities are for investors who are willing to risk their principal and
seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving few or no monthly
coupons after the first 5 years if e it he r unde rlying inde x closes below the barrier level for such index on the observation
dates. The securities are notes issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of
your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st
in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S

I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
U nde rlying indic e s:
Russell 2000® Index (the "RTY Index") and S&P 500® Index (the "SPX Index")
Aggre ga t e princ ipa l
$961,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per security
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
October 26, 2016
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Origina l issue da t e :
October 31, 2016 (3 business days after the pricing date)
M a t urit y da t e :
October 31, 2031
M ont hly c oupon:
Years 1-5: On all coupon payment dates through October 2021, a fixed coupon at an annual rate
of 7.00% (corresponding to approximately $5.8333 per month per security) is paid monthly.

Years 6-15: Beginning with the November 2021 coupon payment date, a contingent coupon at an
annual rate of 7.00% (corresponding to approximately $5.8333 per month per security) is paid
monthly but only if the closing value of e a c h unde rlying inde x is a t or a bove its respective
barrier level on the related observation date.

I f, on a ny obse rva t ion da t e in ye a rs 6 -1 5 , t he c losing va lue of e it he r unde rlying
inde x is le ss t ha n t he ba rrie r le ve l for suc h inde x , w e w ill pa y no c oupon for t he
a pplic a ble int e re st pe riod. I t is possible t ha t one or bot h unde rlying indic e s w ill
re m a in be low t he re spe c t ive ba rrie r le ve l(s) for e x t e nde d pe riods of t im e or
e ve n t hroughout ye a rs 6 -1 5 so t ha t you w ill re c e ive fe w or no c ont inge nt
m ont hly c oupons during t ha t pe riod.
Ba rrie r le ve l:
With respect to the RTY Index: 662.612, which is approximately 55% of the initial index value for
such index
With respect to the SPX Index: 1,176.687, which is approximately 55% of the initial index value
for such index
Pa ym e nt a t m a t urit y:
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective
barrier level: the stated principal amount and the contingent monthly coupon with respect to the
final observation date.

If the final index value of e it he r underlying index is le ss t ha n its respective barrier level: (i) the
stated principal amount multiplied by (ii) the index performance factor of the worst performing
underlying index. Under these circumstances, the payment at maturity will be less than 55% of
the stated principal amount of the securities and could be zero.

Terms continued on the following page
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of
interest."
Est im a t e d va lue on t he
$918.40 per security. See "Investment Summary" beginning on page 3.
pric ing da t e :
Com m issions a nd issue
pric e :
Pric e t o public (1)
Age nt 's c om m issions (2)
Proc e e ds t o us(3)
Pe r se c urit y
$1,000
$35
$965
T ot a l
$961,000
$33,635
$927,365
(1) The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $35 for each
security they sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will receive a sales
commission of $5 per security. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information,
see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
(3) See "Use of proceeds and hedging" on page 25.
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 9 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying prospe c t us supple m e nt , inde x
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l
I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
Re fe re nc e s t o "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL
c olle c t ive ly, a s t he c ont e x t re quire s.
Prospe c t us Supple m e nt da t e d Fe brua ry 1 6 , 2 0 1 6 I nde x Supple m e nt da t e d Fe brua ry 2 9 , 2 0 1 6
Prospe c t us da t e d Fe brua ry 1 6 , 2 0 1 6
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Morgan Stanley Finance LLC
Contingent Income Securities due October 31, 2031
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x 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 RTY Index: 1,204.749, which is the index closing value of such index on the pricing
date
With respect to the SPX Index: 2,139.43, which is the index closing value of such index on the pricing
date
Fina l inde x va lue :
With respect to each index, the respective index closing value on the final observation date
Worst pe rform ing
The underlying index with the larger percentage decrease from the respective initial index value to the
unde rlying inde x :
respective final index value
I nde x pe rform a nc e
Final index value divided by the initial index value
fa c t or:
Coupon pa ym e nt
Monthly, on the last day of each month, beginning November 30, 2016; provided that if any such day is
da t e s:
not a business day, that monthly coupon, if any, will be paid on the next succeeding business day and no
adjustment will be made to any coupon payment made on that succeeding business day; provided further
that the contingent monthly coupon, if any, with respect to the final observation date shall be paid on the
maturity date.
Obse rva t ion da t e s:
The third scheduled business day preceding each scheduled coupon payment date, beginning with the
November 30, 2021 scheduled coupon payment date, subject to postponement for non-index business
days and certain market disruption events. We also refer to the third scheduled business day prior to the
scheduled maturity date as the final observation date.
CU SI P / I SI N :
61768CAL1 / US61768CAL19
List ing:
The securities will not be listed on any securities exchange.

October 2016
Page 2
Morgan Stanley Finance LLC
Contingent Income Securities due October 31, 2031
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x 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

Cont inge nt I nc om e Se c urit ie s
Princ ipa l a t Risk Se c urit ie s
Contingent Income Securities due October 31, 2031 Payments on the Securities Based on the Worst Performing of the Russell
2000® Index and the S&P 500® Index (the "securities") do not guarantee the repayment of principal and do not provide for the
regular payment of interest after the first 5 years. For the first 5 years, the securities will pay a fixed monthly coupon at the rate
specified below. Thereafter, the securities will pay a contingent monthly coupon but only if the index closing value of e a c h of
t he Russe ll 2 0 0 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x (which we refer to together as the "underlying indices") is a t or
a bove 55% of its respective initial index value, which we refer to as the barrier level, on the related observation date. If the index
closing value of e it he r unde rlying inde x is less than the barrier level for such index on any observation date after the first 5
years, we will pay no coupon for the related monthly period. It is possible that the index closing value of one or both underlying
indices will remain below the respective barrier level(s) for extended periods of time or even throughout years 6-15 so that you will
receive few or no contingent monthly coupons during that period. We refer to the coupon on the securities after the first 5 years as
contingent, because there is no guarantee that you will receive a coupon payment on any coupon payment date during that period.
Even if an underlying index were to be at or above the barrier level for such index on some monthly observation dates, it may
fluctuate below the barrier level on others. In addition, even if one underlying index were to be at or above the barrier level for such
index on all monthly observation dates, you will receive a contingent monthly coupon during years 6-15 only with respect to the
observation dates on which the other underlying index is also at or above the barrier level for such index, if any. At maturity, if the
final index value of e a c h underlying index is greater than or equal to the barrier level of 55% of the respective initial index value,
the payment at maturity will be the stated principal amount and the related contingent monthly coupon. If, however, the final index
value of e it he r underlying index is less than its barrier level, investors will be exposed to the decline in the worst performing
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underlying index on a 1-to-1 basis and will receive a payment at maturity that is less than 55% of the stated principal amount of
the securities and could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of
losing t he ir e nt ire init ia l inve st m e nt ba se d on t he pe rform a nc e of e it he r inde x a nd a lso t he risk of not
re c e iving a ny m ont hly c oupons a ft e r t he first 5 ye a rs.

M a t urit y:
15 years

M ont hly c oupon:
Years 1-5: On all coupon payment dates through October 2021, a fixed coupon at an
annual rate of 7.00% (corresponding to approximately $5.8333 per month per security) is
paid monthly.

Years 6-15: Beginning with the November 2021 coupon payment date, a contingent coupon
at an annual rate of 7.00% (corresponding to approximately $5.8333 per month per security)
is paid monthly but only if the closing value of e a c h unde rlying inde x is a t or a bove
its respective barrier level on the related observation date.

I f, on a ny obse rva t ion da t e in ye a rs 6 -1 5 , t he c losing va lue of e it he r
unde rlying inde x is le ss t ha n t he ba rrie r le ve l for suc h inde x , w e w ill pa y no
c oupon for t he a pplic a ble int e re st pe riod. I t is possible t ha t one or bot h
unde rlying indic e s w ill re m a in be low t he re spe c t ive ba rrie r le ve l(s) for
e x t e nde d pe riods of t im e or e ve n t hroughout ye a rs 6 -1 5 so t ha t you w ill
re c e ive fe w or no c ont inge nt m ont hly c oupons during t ha t pe riod.

Pa ym e nt a t m a t urit y: If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its
respective barrier level: the stated principal amount and the contingent monthly coupon with
respect to the final observation date.

If the final index value of e it he r underlying index is le ss t ha n its respective barrier level:
(i) the stated principal amount multiplied by (ii) the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be
less than 55% of the stated principal amount of the securities and could be zero.
Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway,
New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative.
Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.
October 2016
Page 3
Morgan Stanley Finance LLC
Contingent Income Securities due October 31, 2031
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he S& P 5 0 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s
The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less
than $1,000. We estimate that the value of each security on the pricing date is $918.40.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the monthly coupon rate and the barrier levels, we use an internal
funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing,
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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 18 months following the
issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market
conditions, including those related to the underlying indices, and to our secondary market credit spreads, it would do so based on
values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account
statements.

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

October 2016
Page 4
Morgan Stanley Finance LLC
Contingent Income Securities due October 31, 2031
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he S& P 5 0 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s
Key Investment Rationale

The securities provide for fixed monthly coupon payments at the rate specified herein for the first 5 years. Thereafter, the securities
do not provide for the regular payment of interest and instead will pay a contingent monthly coupon but only if the index closing
value of e a c h unde rlying inde x is a t or a bove 55% of its initial index value, which we refer to as the barrier level, on the
related observation date. The following scenarios are for illustration purposes only to demonstrate how the payment at maturity and
monthly coupon is calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the contingent
monthly coupon may be payable with respect to none of, or some but not all of, the monthly periods during years 6-15, and the
payment at maturity may be less than 55% of the stated principal amount and could be zero. Investors will not participate in any
appreciation in either underlying index.

Sc e na rio 1 : A contingent
This scenario assumes that during years 6-15, each underlying index closes at or above its
monthly coupon is paid for all
respective barrier level on every monthly observation date. Investors receive the 7.00% per
interest periods, and investors
annum contingent monthly coupon for each interest period during the term of the securities. At
receive principal back at maturity,
maturity, each underlying index closes above its respective barrier level, and so investors
which is the best-case scenario.
receive the stated principal amount and the contingent monthly coupon with respect to the final
observation date.
Sc e na rio 2 : A contingent
This scenario assumes that each underlying index closes at or above its respective barrier
monthly coupon is paid for some,
level on some monthly observation dates after the first 5 years, but one or both underlying
but not all, interest periods, and
indices close below the respective barrier level(s) for such index on the others. Investors
investors receive principal back at receive the fixed monthly coupon for the monthly interest periods during the first 5
maturity.
years. Investors will receive the contingent monthly coupon for the monthly interest periods
during years 6-15 for which the index closing value of each underlying index is at or above its
respective barrier level on the related observation date, but not for the interest periods for
which one or both underlying indices close below the respective barrier level(s) on the related
observation date. At maturity, each underlying index closes above its respective barrier level,
and so investors receive the stated principal amount and the contingent monthly coupon with
respect to the final observation date.
Sc e na rio 3 : No contingent
This scenario assumes that one or both underlying indices close below the respective barrier
monthly coupon is paid for any
level(s) on every monthly observation date during years 6-15. Since one or both underlying
interest period during years 6-
indices close below the respective barrier level(s) on every monthly observation date during
15, and investors suffer a
years 6-15, investors do not receive any contingent monthly coupon during this period. On the
substantial loss of principal at
final observation date, one or both underlying indices close below the respective barrier
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maturity.
level(s). At maturity, investors will receive an amount equal to the stated principal amount
multiplied by the index performance factor of the worst performing underlying index. Under
these circumstances, the payment at maturity will be less than 55% of the stated principal
amount and could be zero.
October 2016
Page 5
Morgan Stanley Finance LLC
Contingent Income Securities due October 31, 2031
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he S& P 5 0 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s
Underlying Indices Summary

Russe ll 2 0 0 0 ® I nde x

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

Information as of market close on October 26, 2016:

Bloom be rg T ic k e r Sym bol:
RTY
Curre nt I nde x V a lue :
1,204.749
5 2 We e k s Ago:
1,159.501
5 2 We e k H igh (on 9 /2 2 /2 0 1 6 ):
1,263.438
5 2 We e k Low (on 2 /1 1 /2 0 1 6 ):
953.715

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

S& P 5 0 0 ® I nde x

The S&P 500® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of
500 component companies selected to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P
500® Index is based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as
of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period of
the years 1941 through 1943.

Information as of market close on October 26, 2016:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,139.43
5 2 We e k s Ago:
2,071.18
5 2 We e k H igh (on 8 /1 5 /2 0 1 6 ):
2,190.15
5 2 We e k Low (on 2 /1 1 /2 0 1 6 ):
1,829.08

For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the accompanying
index supplement. Furthermore, for additional historical information, see "S&P 500® Index Historical Performance" below.
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October 2016
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Morgan Stanley Finance LLC
Contingent Income Securities due October 31, 2031
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x 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 illustrate how to determine whether a contingent monthly coupon is paid with respect to an
observation date and how to calculate the payment at maturity. The following examples are for illustrative purposes only. For the
first 5 years, you will receive a fixed monthly coupon at a rate of 7.00% per annum regardless of the performance of the underlying
indices. Whether you receive a contingent monthly coupon after the first 5 years will be determined by reference to the index
closing value of each underlying index on each monthly observation date, and the amount you will receive at maturity, if any, will
be determined by reference to the final index value of each underlying index on the final observation date. The actual initial index
value and barrier level for each underlying index are set forth on the cover of this document. All payments on the securities, if any,
are subject to our credit risk. The below examples are based on the following terms:

Monthly Coupon:
Years 1-5: On all coupon payment dates through October 2021, a fixed coupon at an annual
rate of 7.00% (corresponding to approximately $5.8333 per month per security) is paid monthly.

Years 6-15: Beginning with the November 2021 coupon payment date, a contingent coupon at
an annual rate of 7.00% (corresponding to approximately $5.8333 per month per security) is paid
monthly but only if the closing value of e a c h unde rlying inde x is a t or a bove its
respective barrier level on the related observation date.

I f, on a ny obse rva t ion da t e in ye a rs 6 -1 5 , t he c losing va lue of e it he r unde rlying
inde x is le ss t ha n t he ba rrie r le ve l for suc h inde x , w e w ill pa y no c oupon for
t he a pplic a ble int e re st pe riod. I t is possible t ha t one or bot h unde rlying indic e s
w ill re m a in be low t he re spe c t ive ba rrie r le ve l(s) for e x t e nde d pe riods of t im e or
e ve n t hroughout ye a rs 6 -1 5 so t ha t you w ill re c e ive fe w or no c ont inge nt
m ont hly c oupons during t ha t pe riod.
Payment at Maturity
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective
barrier level: the stated principal amount and the contingent monthly coupon with respect to the
final observation date.

If the final index value of e it he r underlying index is le ss t ha n its respective barrier level: (i)
the stated principal amount multiplied by (ii) the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be less
than 55% of the stated principal amount of the securities and could be zero.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the RTY Index: 1,200

With respect to the SPX Index: 2,100
Hypothetical Barrier Level:
With respect to the RTY Index: 660, which is 55% of the hypothetical initial index value for such
index

With respect to the SPX Index: 1,155, which is 55% of the hypothetical initial index value for
such index

* The actual monthly coupon will be an amount determined by the calculation agent based on the number of days in the applicable
payment period, calculated on a 30/360 basis. The hypothetical monthly coupon of $5.8333 is used in these examples for ease of
analysis.

How to determine whether a contingent monthly coupon is payable with respect to an observation date during years
6-15:

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Index Closing Value
Contingent Monthly Coupon

RTY Index
SPX Index

Hypothetical Observation
750 (a t or a bove
1,800 (a t or a bove barrier
$5.8333
Date 1
barrier level)
level)
Hypothetical Observation
750 (a t or a bove
1,000 (be low barrier level)
$0
Date 2
barrier level)
Hypothetical Observation
400 (be low barrier 1,800 (a t or a bove barrier
$0
Date 3
level)
level)
Hypothetical Observation
350 (be low barrier
900 (be low barrier level)
$0
Date 4
level)

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Morgan Stanley Finance LLC
Contingent Income Securities due October 31, 2031
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he S& P 5 0 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s
On hypothetical observation date 1, both the RTY Index and SPX Index close at or above their respective barrier levels. Therefore,
a contingent monthly coupon of approximately $5.8333 is paid on the relevant coupon payment date.

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

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

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

How to calculate the payment at maturity:

Final Index Value
Payment at Maturity

RTY Index
SPX Index

Example 1:
1,750 (a t or a bove
4,000 (a t or a bove the
$1,005.8333 (the stated principal
the barrier level)
barrier level)
amount plus the contingent monthly
coupon with respect to the final
observation date)
Example 2:
1,300 (a t or a bove
840 (be low the barrier
$1,000 x index performance factor
the barrier level)
level)
of the worst performing underlying
index = $1,000 x (840 / 2,100) =
$400
Example 3:
480 (be low the barrier 3,500 (a t or a bove the
$1,000 x (480 / 1,200) = $400
level)
barrier level)
Example 4:
360 (be low the barrier
840 (be low the barrier
$1,000 x (360 / 1,200) = $300
level)
level)
Example 5:
480 (be low the barrier
630 (be low the barrier
$1,000 x (630 / 2,100) = $300
level)
level)

In example 1, the final index values of both the RTY Index and SPX Index are at or above their respective barrier levels. Therefore,
investors receive at maturity the stated principal amount of the securities and the contingent monthly coupon with respect to the
final observation date. Investors do not participate in the appreciation of either underlying index.
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In examples 2 and 3, the final index value of one underlying index is at or above its barrier level but the final index value of the
other underlying index is below its barrier level. Therefore, investors are exposed to the downside performance of the worst
performing underlying index at maturity and receive at maturity an amount equal to the stated principal amount times the index
performance factor of the worst performing underlying index.

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

I f t he fina l inde x va lue of EI T H ER unde rlying inde x is be low it s re spe c t ive ba rrie r le ve l, you w ill be e x pose d
t o t he dow nside pe rform a nc e of t he w orst pe rform ing unde rlying inde x a t m a t urit y, a nd your pa ym e nt a t
m a t urit y w ill be le ss t ha n 5 5 % 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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Contingent Income Securities due October 31, 2031
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he S& P 5 0 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s
Risk Factors

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

The securities do not guarantee the return of any principal. The terms of the securities differ from those of
ordinary debt securities in that they do not guarantee the repayment of principal. If the final index value of either underlying
index is less than its barrier level of 55% of its initial index value, you will be exposed to the decline in the closing value of the
worst performing underlying index, as compared to its initial index value, on a 1-to-1 basis, and you will receive for each
security that you hold at maturity an amount equal to the stated principal amount times the index performance factor of the
worst performing underlying index. In this case, the payment at maturity will be less than 55% of the stated principal amount
and could be zero.

After the first 5 years, the securities do not provide for regular interest payments. The terms of the securities
differ from those of ordinary debt securities in that they do not provide for the regular payment of interest after the first 5 years.
For the first 5 years, the securities will pay a fixed monthly coupon at the rate specified herein. Thereafter, the securities will
pay a contingent monthly coupon only if the index closing value of each underlying index is at or above 55% of its respective
initial index value, which we refer to as the barrier level, on the related observation date. If, on the other hand, the index
closing value of either underlying index is lower than the barrier level for such index on the relevant observation date for any
interest period during years 6-15, we will pay no coupon on the applicable coupon payment date. It is possible that the index
closing value of one or both underlying indices will remain below the respective barrier level(s) for extended periods of time or
even throughout years 6-15 so that you will receive few or no contingent monthly coupons during that period. If you do not
earn sufficient contingent monthly coupons over the term of the securities, the overall return on the securities may be less than
the amount that would be paid on a conventional debt security of ours of comparable maturity.

You are exposed to the price risk of both underlying indices, w ith respect to both the contingent
m ont hly c oupons a ft e r t he first 5 ye a rs, if a ny, a nd t he pa ym e nt a t m a t urit y, if a ny. Your return on the
securities is not linked to a basket consisting of both underlying indices. 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 both underlying
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indices. Poor performance by e it he r underlying index 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 any contingent monthly
coupons after the first 5 years, e a c h underlying index must close at or above its respective barrier level on the applicable
observation date. In addition, if e it he r underlying index has declined to below its respective barrier level as of the final
observation 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 not declined as much. Under this scenario,
the value of any such payment will be less than 55% of the stated principal amount and could be zero. Accordingly, your
investment is subject to the price risk of both underlying indices.

Because the securities are linked to the performance of the w orst performing underlying index, you are
e x pose d t o gre a t e r risk s of no c ont inge nt m ont hly c oupons a nd sust a ining a signific a nt loss on your
inve st m e nt t ha n if t he se c urit ie s w e re link e d t o just one inde x . The risk that you will not receive any contingent
monthly coupons after the first 5 years, or that you will suffer a significant loss on your investment, is greater if you invest in
the securities as opposed to substantially similar securities that are linked to the performance of just one underlying index. With
two underlying indices, it is more likely that either underlying index will close below its barrier level on any observation date
than if the securities were linked to only one underlying index, and therefore it is more likely that you will not receive any
contingent monthly coupons and that you will suffer a significant loss on your investment.

The contingent monthly coupon, if any, is based only on the value of each underlying index on the
re la t e d m ont hly obse rva t ion da t e a t t he e nd of t he re la t e d int e re st pe riod. Whether the contingent monthly
coupon will be paid on any coupon payment date during years 6-15 will be determined at the end of the relevant interest
period, based on the closing value of each underlying index on the relevant monthly observation date. As a result, you will not
know whether you will

October 2016
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Morgan Stanley Finance LLC
Contingent Income Securities due October 31, 2031
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he S& P 5 0 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s
receive the contingent monthly coupon on any coupon payment date until near the end of the relevant interest period.
Moreover, because the contingent monthly coupon is based solely on the value of each underlying index on monthly
observation dates, if the closing value of either underlying index on any observation date is below the barrier level for such
index, you will receive no coupon for the related interest period, even if the level of such underlying index was at or above its
respective barrier level on other days during that interest period and even if the closing value of the other underlying index is at
or above the barrier level for such index.

Investors w ill not participate in any appreciation in either underlying index. Investors will not participate in any
appreciation in either underlying index from the initial index value for such index, and the return on the securities will be limited
to the fixed monthly coupons, and the contingent monthly coupons, if any, that are paid with respect to each observation date
during years 6-15 on which the index closing value of each underlying index is greater than or equal to its respective barrier
level.

The securities are linked to the Russell 2000® Index and are subject to risks associated w ith small-
c a pit a liza t ion c om pa nie s. As the Russell 2000® Index is one of the underlying indices, and the Russell 2000® Index
consists of stocks issued by companies with relatively small market capitalization, the securities are linked to the value of small-
capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than
large-capitalization companies and therefore the Russell 2000® Index may be more volatile than indices that consist of stocks
issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of
large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization
companies may be thinly traded. In addition, small capitalization companies are typically less well-established and less stable
financially than large-capitalization companies and may depend on a small number of key personnel, making them more
vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of
their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies
and are more susceptible to adverse developments related to their products.

The market price w ill be influenced by many unpredictable factors. Several factors, many of which are beyond
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