Obbligazione Morgan Stanley Financial 0% ( US61768CNL71 ) in USD

Morgan Stanley Financial

100 USD ⇌

Stati Uniti

US61768CNL71 ( in USD )

31/08/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61768CNL71 in USD 0%, scaduta

1 000 USD

1 455 000 USD

61768CNL7

N/A

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 US61768CNL71, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/08/2022

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768CNL71, was rated NR by Moody's credit rating agency.

424B2 1 dp79996_424b2-ps1733.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price

Fee

Buffered Jump Securities due 2022

$1,355,000

$157.04
August 2 0 1 7
Pricing Supplement No. 1,733
Registration Statement Nos. 333-200365; 333-200365-12
Dated August 28, 2017
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Buffered Jump Securities Based on the Value of the Dow Jones Industrial AverageSM due August 31,
2022
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 Buffered Jump Securities, which we refer to as the securities, offer the opportunity to earn a return based on the performance
of the Dow Jones Industrial AverageSM. Unlike ordinary debt securities, the Buffered Jump Securities do not pay interest and
provide for the minimum payment at maturity of only 15% of the principal amount at maturity. At maturity, you will receive for each
security that you hold an amount in cash that will vary depending on the performance of the Dow Jones Industrial AverageSM, as
determined on the valuation date. If the index appreciates or does not depreciate over the term of the securities, you will receive
for each security that you hold at maturity a minimum of $220 in addition to the stated principal amount. If the index appreciates by
more than 22% over the term of the securities, you will receive for each security that you hold at maturity the stated principal
amount plus an amount based on the percentage increase of the index. If the index declines by an amount less than or equal to
the buffer amount of 15% over the term of the securities from its initial value, the payment due at maturity will equal the stated
principal amount. However, if the index declines in value by more than 15% over the term of the securities from its initial value, the
payment due at maturity will be less, and possibly significantly less, than the stated principal amount of the securities. These long-
dated securities are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current
income in exchange for the upside payment and buffer features that in each case apply to a limited range of performance of the
index. Y ou c ould lose up t o 8 5 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s. The securities are notes issued as
part of MSFL's Series A Global Medium-Term Notes program, and are fully and unconditionally guaranteed by Morgan Stanley.
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 ssue pric e :
$1,000 per security
St a t e d princ ipa l
$1,000 per security
a m ount :
Pric ing da t e :
August 28, 2017
Origina l issue da t e :
August 31, 2017 (3 business days after the pricing date)
M a t urit y da t e :
August 31, 2022
Aggre ga t e princ ipa l
$1,455,000
a m ount :
I nt e re st :
None
U nde rlying inde x :
Dow Jones Industrial AverageSM (the "index")
Pa ym e nt a t m a t urit y:
· If the final index value is greater than or equal to the initial index value:
$1,000 + the greater of (i) $1,000 × the index percent change and (ii) the upside payment
· If the final index value is less than the initial index value but greater than or equal to 18,537.14,
which is 85% of the initial index value, meaning the value of the index has declined by an amount
less than or equal to the buffer amount of 15% from its initial value:
$1,000
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· If the final index value is less than 18,537.14, which is 85% of the initial index value, meaning
the value of the index has declined by more than the buffer amount of 15% from its initial
value:
$1,000 × (index performance factor + 15%)
Because the index performance factor will be less than 85% in this scenario, the payment at
maturity will be less, and potentially significantly less, than the stated principal amount of $1,000,
subject to the minimum payment at maturity of $150 per security.
U pside pa ym e nt :
$220 per security (22% of the stated principal amount)
I nde x pe rc e nt c ha nge : (final index value initial index value) / initial index value
Buffe r a m ount :
15%
I nde x pe rform a nc e
final index value / initial index value
fa c t or:
I nit ia l inde x va lue :
21,808.40, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
V a lua t ion da t e :
August 26, 2022, subject to postponement for non-index business days and certain market disruption
events
M a x im um pa ym e nt a t
None
m a t urit y:
M inim um pa ym e nt a t
$150 per security (15% of the stated principal amount)
m a t urit y:
CU SI P / I SI N :
61768CNL7 / US61768CNL71
List ing:
The securities will not be listed on any securities exchange.
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 $940.90 per security. See "Investment Summary" on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
pric e :
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
Pe r
$1,000
$37.50
$962.50
se c urit y
T ot a l
$1,455,000
$54,562.50
$1,400,437.50
(1) The price to public for investors purchasing the security 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 $37.50 for each
security they sell; provided that dealers selling to investors purchasing the security in fee-based advisory accounts will receive a sales
commission of $7.50 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 product supplement.
(3) See "Use of proceeds and hedging" on page 12.
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 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 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 Buffe re d J um p 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.
Produc t Supple m e nt for J um p Se c urit ie s da t e d Fe brua ry 2 9 , 2 0 1 6 I nde x Supple m e nt da t e d J a nua ry 3 0 ,
2 0 1 7
Prospe c t us da t e d Fe brua ry 1 6 , 2 0 1 6

Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Dow Jones Industrial AverageSM due August 31, 2022
Princ ipa l a t Risk Se c urit ie s
Investment Summary
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Buffe re d J um p Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

The Buffered Jump Securities Based on the Value of the Dow Jones Industrial AverageSM due August 31, 2022 (the "securities")
can be used:

As an alternative to direct exposure to the index that provides a minimum positive return of 22% if the index has appreciated or
does not depreciate over the term of the securities and offers an uncapped 1-to-1 participation in the index appreciation of
greater than 22%;

To enhance returns and potentially outperform the index in a moderately bullish scenario; and

To obtain a buffer against a specified level of negative performance in the index.

The securities are exposed on a 1-to-1 basis to the percentage decline of the final index value from the initial index value beyond
the buffer amount of 15%. Ac c ordingly, 8 5 % of your princ ipa l is a t risk ( e.g., a 5 0 % de pre c ia t ion in t he inde x w ill
re sult in t he pa ym e nt a t m a t urit y of $ 6 5 0 pe r se c urit y).

M a t urit y:
5 years
U pside pa ym e nt :
$220 per security (22% of the stated principal amount)
Buffe r a m ount :
15%
M a x im um pa ym e nt a t m a t urit y: None
M inim um pa ym e nt a t m a t urit y:
$150 per security. You could lose up to 85% of the stated principal amount of the
securities.
I nt e re st :
None

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 $940.90.

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 index. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the underlying
index, 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 upside payment, the buffer amount and the minimum payment at
maturity, 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 index, 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 index, 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
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so at any time.

August 2017
Page 2
Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Dow Jones Industrial AverageSM due August 31, 2022
Princ ipa l a t Risk Se c urit ie s
K e y I nve st m e nt Ra t iona le

This 5-year investment does not pay interest but offers a minimum positive return of 22% if the index appreciates or does not
depreciate over the term of the securities and an uncapped 1-to-1 participation in the index appreciation of greater than 22%. If the
index declines by an amount less than or equal to the buffer amount of 15% over the term of the securities from its initial value, the
payment due at maturity will equal the stated principal amount. However, if the index declines in value by more than the buffer
amount of 15% as of the valuation date from its initial index value, the payment due at maturity will be less, and possibly
significantly less, than the stated principal amount of the securities. Y ou c ould lose up t o 8 5 % of t he st a t e d princ ipa l
a m ount of t he se c urit ie s.

U pside Sc e na rio
If the final index value is greater than or equal to the initial index value, the payment at maturity for
each security will be equal to $1,000 plus the greater of (i) $1,000 times the index percent change and (ii)
the upside payment of $220 per security. There is no maximum payment at maturity on the securities.
Pa r Sc e na rio
If the final index value is less than the initial index value but greater than or equal to 85% of the
initial index value, which means that the index has depreciated by no more than 15% from its initial
value, the payment at maturity will be $1,000 per security.
Dow nside
If the final index value is less than 85% of the initial index value, which means that the index has
Sc e na rio
depreciated by an amount greater than the buffer amount of 15%, you will lose 1% for every 1% decline
beyond the buffer amount of 15%, subject to the minimum payment at maturity of $150 per security (e.g., a
50% depreciation in the index will result in a payment at maturity of $650 per security).

August 2017
Page 3
Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Dow Jones Industrial AverageSM due August 31, 2022
Princ ipa l a t Risk Se c urit ie s
How the Buffered Jump Securities Work

Pa yoff Dia gra m

The payoff diagram below illustrates the payout on the securities at maturity for a range of hypothetical percentage changes in the
index. The diagram is based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per security
U pside pa ym e nt :
$220 per security (22% of the stated principal amount)
Buffe r a m ount :
15%
M a x im um pa ym e nt a t m a t urit y:
None
M inim um pa ym e nt a t m a t urit y:
$150 per security (15% of the stated principal amount)

Buffe re d J um p Se c urit ie s Pa yoff Dia gra m
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H ow it w ork s

¦ U pside Sc e na rio. If the final index value is greater than or equal to the initial index value, the investor would receive
$1,000 plus the greater of (i) $1,000 times the index percent change and (ii) the upside payment of $220. Under the terms
of the securities, an investor would receive a payment at maturity of $1,220 per security if the final index value has
remained unchanged or has increased by no more than 22% from the initial index value, and would receive $1,000 plus an
amount that represents a 1-to-1 participation in the appreciation of the underlying index if the final index value has
increased from the initial index value by more than 22%.

¦ Pa r Sc e na rio. If the final index value is less than the initial index value but has decreased from the initial index value by
an amount less than or equal to the buffer amount of 15%, the investor would receive the $1,000 stated principal amount
per security.

¦ Dow nside Sc e na rio. If the final index value has decreased from the initial index value by an amount greater than the
buffer amount of 15%, the payment at maturity would be less than the stated principal amount of $1,000 by an amount that
is proportionate to the percentage decrease of the index beyond the buffer amount. However, under no circumstances will
the payment due at maturity be less than $150 per security.

o
For example, if the final index value declines by 90% from the initial index value, the payment at maturity would be
$250 per security (25% of the stated principal amount).

August 2017
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Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Dow Jones Industrial AverageSM due August 31, 2022
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 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.

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The securities do not pay interest and provide for the minimum payment at maturity of only 15% of your
princ ipa l . The terms of the securities differ from those of ordinary debt securities in that we will not pay you any interest and
will provide for the return of only 15% of the principal amount of the securities at maturity. At maturity, you will receive for each
$1,000 stated principal amount of securities that you hold an amount in cash based upon the final index value. If the final index
value has decreased from the initial index value by an amount less than or equal to the buffer amount, you will receive only the
principal amount of $1,000 per security. If the final index value decreases from the initial index value by more than the buffer
amount of 15%, you will receive an amount in cash that is less than the $1,000 stated principal amount of each security by an
amount proportionate to the decline in the value of the index beyond the buffer amount, and you will lose money on your
investment. Y ou c ould lose up t o 8 5 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s. See "How the Buffered
Jump Securities Work" above.

The market price of the securities may be influenced by many unpredictable factors. 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, including:

the value of the index at any time,

the volatility (frequency and magnitude of changes in value) of the index,

dividend rates on the securities underlying the index,

interest and yield rates in the market,

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

the time remaining until the maturity of the securities,

the composition of the index and changes in the constituent stocks of the index, and

any actual or anticipated changes in our credit ratings or credit spreads.

Some or all of these factors will influence the price you will receive if you sell your securities prior to maturity. Generally, the
longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described
above. For example, you may have to sell your securities at a substantial discount from the stated principal amount if at the
time of sale the value of the index is at or below the initial index value.

You cannot predict the future performance of the index based on its historical performance. If the final index value declines by
more than the buffer amount from the initial index value, you will be exposed on a 1-to-1 basis to such decline in the final
index value beyond the buffer amount. There can be no assurance that the final index value will be greater than or equal to the
initial index value so that you will receive at maturity an amount that is greater than the $1,000 stated principal amount for
each security you hold.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he se c urit ie s. You are dependent on our ability to
pay all amounts due on the securities at maturity and therefore you are subject to our credit risk. If we default on our
obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a
result, the market value of the securities prior to maturity will be affected by changes in the market's view of our
creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market
for taking our credit risk is likely to adversely affect the market value of the securities.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities

August 2017
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Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Dow Jones Industrial AverageSM due August 31, 2022
Princ ipa l a t Risk Se c urit ie s
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and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of
such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to
those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other
unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan
Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such
proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured,
unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

The amount payable on the securities is not linked to the value of the index at any time other than the
va lua t ion da t e . The final index value will be the index closing value on the valuation date, subject to postponement for non-
index business days and certain market disruption events. Even if the value of the index appreciates prior to the valuation date
but then drops by the valuation date, the payment at maturity may be less, and may be significantly less, than it would have
been had the payment at maturity been linked to the value of the index prior to such drop. Although the actual value of the
index on the stated maturity date or at other times during the term of the securities may be higher than the final index value,
the payment at maturity will be based solely on the index closing value on the valuation date.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he se c urit ie s in
t he origina l issue pric e re duc e t he e c onom ic t e rm s of t he se c urit ie s, c a use t he e st im a t e d va lue of t he
se c urit ie s t o be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s.
Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS &
Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original
issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are
included in the original issue price and borne by you and because the secondary market prices will reflect our secondary
market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as
well as other factors.

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

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 index, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those
higher values will also be reflected in your brokerage account statements.

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

The securities w ill not be listed on any securities exchange and secondary trading may be limited. The
securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities.
Morgan Stanley & Co. LLC, which we refer to as 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. When it does make a market, it will generally do so for
transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into
account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding
any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even
if there is a secondary

August 2017
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Morgan Stanley Finance LLC
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Buffered Jump Securities Based on the Value of the Dow Jones Industrial AverageSM due August 31, 2022
Princ ipa l a t Risk Se c urit ie s
market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not
participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is
likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a
market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be
willing to hold your securities to maturity.

Investing in the securities is not equivalent to investing in the index . Investing in the securities is not equivalent
to investing in the index or its component stocks. Investors in the securities will not have voting rights or rights to receive
dividends or other distributions or any other rights with respect to stocks that constitute the index.

Adjustments to the index could adversely affect the value of the securities. The publisher of the index can
add, delete or substitute the stocks underlying the index, and can make other methodological changes required by certain
events relating to the underlying stocks, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary
dividends, that could change the value of the index. Any of these actions could adversely affect the value of the securities. The
publisher of the index may discontinue or suspend calculation or publication of the index at any time. In these circumstances,
MS & Co., as the calculation agent, will have the sole discretion to substitute a successor index that is comparable to the
discontinued index. MS & Co. could have an economic interest that is different than that of investors in the securities insofar
as, for example, MS & Co. is permitted to consider indices that are calculated and published by MS & Co. or any of its
affiliates. If MS & Co. determines that there is no appropriate successor index, the payout on the securities at maturity will be
an amount based on the closing prices on the valuation date of the stocks underlying the index at the time of such
discontinuance, without rebalancing or substitution, computed by the calculation agent in accordance with the formula for
calculating the index last in effect prior to the discontinuance of the index.

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he se c urit ie s. As calculation agent, MS & Co. has determined the initial index value
and will determine the final index value, the index percent change or the index performance factor, as applicable, and the
payment that you will receive at maturity. Moreover, certain determinations made by MS & Co., in its capacity as calculation
agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-
occurrence of market disruption events and the selection of a successor index or calculation of the index closing value in the
event of a market disruption event or discontinuance of the underlying index. These potentially subjective determinations may
adversely affect the payout to you at maturity. For further information regarding these types of determinations, see "Description
of Securities--Postponement of Valuation Date(s)," "--Discontinuance of Any Underlying Index or Basket Index; Alteration of
Method of Calculation," "--Alternate Exchange Calculation in case of an Event of Default" and "--Calculation Agent and
Calculations" in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the
securities on the pricing date.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the
se c urit ie s. One or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging
activities related to the securities (and to other instruments linked to the index or its component stocks), including trading in the
stocks that constitute the index as well as in other instruments related to the index. As a result, these entities may be
unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and
more frequent dynamic adjustments to the hedge as the valuation date approaches. Some of our affiliates also trade the stocks
that constitute the index and other financial instruments related to the index on a regular basis as part of their general broker-
dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could have increased the
initial index value, and, therefore, could have increased the value at or above which the index must close on the valuation date
so that investors do not suffer a loss on their initial investment in the securities. Additionally, such hedging or trading activities
during the term of the securities, including on the valuation date, could decrease the value of the index on the valuation date,
and, accordingly, the amount of cash an investor will receive at maturity.

The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read
the discussion under "Additional Provisions--Tax considerations" in this document and the discussion under "United States
Federal Taxation" in the accompanying product supplement for Jump Securities (together, the "Tax Disclosure Sections")
concerning the U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue Service (the
"IRS") were successful in asserting an alternative treatment, the timing and character of income on the securities might differ
significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the
IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders would be required to accrue
into income original issue

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August 2017
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Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Dow Jones Industrial AverageSM due August 31, 2022
Princ ipa l a t Risk Se c urit ie s
discount on the securities every year at a "comparable yield" determined at the time of issuance and recognize all income and
gain in respect of the securities as ordinary income. Additionally, as discussed under "United States Federal Taxation--FATCA
Legislation" in the accompanying product supplement for Jump Securities, the withholding rules commonly referred to as
"FATCA" would apply to the securities if they were recharacterized as debt instruments. The risk that financial instruments
providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt
is greater than the risk of recharacterization for comparable financial instruments that do not have such features. We do not
plan to request a ruling from the IRS regarding the tax treatment of the securities, and the IRS or a court may not agree with
the tax treatment described in the Tax Disclosure Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders
of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be
subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the
nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any
mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or
should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain long-term
capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could
materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Both
U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an
investment in the securities, including possible alternative treatments, the issues presented by this notice and any tax
consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

August 2017
Page 8
Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Dow Jones Industrial AverageSM due August 31, 2022
Princ ipa l a t Risk Se c urit ie s
Dow Jones Industrial AverageSM Summary

The Dow Jones Industrial AverageSM is a price-weighted index composed of 30 common stocks that is published by Dow Jones
Indexes, the marketing name and a licensed trademark of CME Group Index Services LLC, as representative of the broad market
of U.S. industry. For additional information about the Dow Jones Industrial AverageSM, see the information set forth under "Dow
Jones Industrial AverageSM" in the accompanying index supplement.

Information as of market close on August 28, 2017:

Bloom be rg T ic k e r Sym bol:
INDU
Curre nt I nde x Closing V a lue :
21,808.40
5 2 We e k s Ago:
18,502.99
5 2 We e k H igh (on 8 /7 /2 0 1 7 ):
22,118.42
5 2 We e k Low (on 1 1 /4 /2 0 1 6 ):
17,888.28

The following graph sets forth the daily closing values of the index for the period from January 1, 2008 through August 28, 2017.
The related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the index for
each quarter in the same period. The closing value of the index on August 28, 2017 was 21,808.40. We obtained the information
in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical values of the index
should not be taken as an indication of future performance, and no assurance can be given as to the closing level of the index on
https://www.sec.gov/Archives/edgar/data/895421/000095010317008350/dp79996_424b2-ps1733.htm[8/31/2017 10:24:32 AM]

the valuation date.

Dow J one s I ndust ria l Ave ra ge SM
Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 0 8 t o August 2 8 , 2 0 1 7
August 2017
Page 9
Morgan Stanley Finance LLC
Buffered Jump Securities Based on the Value of the Dow Jones Industrial AverageSM due August 31, 2022
Princ ipa l a t Risk Se c urit ie s
Dow J one s I ndust ria l Ave ra ge SM
H igh
Low
Pe riod End
2 0 0 8

First Quarter
13,056.72
11,740.15
12,262.89
Second Quarter
13,058.20
11,346.51
11,350.01
Third Quarter
11,782.35
10,365.45
10,850.66
Fourth Quarter
10,831.07
7,552.29
8,776.39
2 0 0 9

First Quarter
9,034.69
6,547.05
7,608.92
Second Quarter
8,799.26
7,761.60
8,447.00
Third Quarter
9,829.87
8,146.52
9,712.28
Fourth Quarter
10,548.51
9,487.67
10,428.05
2 0 1 0

First Quarter
10,907.42
9,908.39
10,856.63
Second Quarter
11,205.03
9,774.02
9,774.02
Third Quarter
10,860.26
9,686.48
10,788.05
Fourth Quarter
11,585.38
10,751.27
11,577.51
2 0 1 1

First Quarter
12,391.25
11,613.30
12,319.73
Second Quarter
12,810.54
11,897.27
12,414.34
Third Quarter
12,724.41
10,719.94
10,913.38
Fourth Quarter
12,294.00
10,655.30
12,217.56
2 0 1 2

First Quarter
13,252.76
12,359.92
13,212.04
Second Quarter
13,279.32
12,101.46
12,880.09
Third Quarter
13,596.93
12,573.27
13,437.13
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