Obbligazione Morgan Stanley Financial 9.35% ( US61768CYV35 ) in USD

Emittente Morgan Stanley Financial
Prezzo di mercato refresh price now   100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US61768CYV35 ( in USD )
Tasso d'interesse 9.35% per anno ( pagato 2 volte l'anno)
Scadenza 27/01/2028



Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61768CYV35 en USD 9.35%, scadenza 27/01/2028


Importo minimo 1 000 USD
Importo totale /
Cusip 61768CYV3
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Coupon successivo 27/07/2026 ( In 116 giorni )
Descrizione dettagliata 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 US61768CYV35, pays a coupon of 9.35% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 27/01/2028







424B2 1 dp85540_424b2-ps190.htm FORM 424B2
CALCULATION OF REGISTRATION FEE







Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Contingent Income Auto-Callable Securities

$1,230,000

$153.14
due 2028





J a nua ry 2 0 1 8
Pricing Supplement No. 190
Registration Statement Nos. 333-221595; 333-221595-01
Dated January 22, 2018
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Auto-Callable Securities due January 27, 2028, With 1-year Initial Non-Call Period
Fully and Unconditionally Guaranteed by Morgan Stanley
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO
ST OX X 5 0 ® I nde x
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 product supplement, index supplement and
prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not
provide for the regular payment of interest after the first year. For the first year, the securities will pay a fixed quarterly coupon at
the rate specified below. Thereafter, the securities will pay a contingent quarterly coupon but only if the index closing value of
e a c h of the Russell 2000® Index a nd the EURO STOXX 50® Index is a t or a bove its respective init ia l inde x va lue on the
related observation date. If the index closing value of e it he r underlying index is le ss t ha n its init ia l inde x va lue on any
observation date after the first year, we will pay no interest for the related quarterly period. However, if the index closing value of
each underlying index is gre a t e r t ha n or e qua l t o its respective init ia l inde x va lue on an observation date after the first
year, investors will receive, in addition to the contingent quarterly coupon for that quarterly period, any previously unpaid contingent
quarterly coupons from prior observation dates. In addition, starting on the first anniversary of the original issue date, the securities
will be automatically redeemed if the index closing value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective
initial index value on any quarterly redemption determination date, for the early redemption payment equal to the sum of the stated
principal amount plus the related quarterly coupon (including any contingent quarterly coupon(s) with respect to any prior
observation date(s) for which a contingent quarterly coupon was not paid). At maturity, if the securities have not previously been
redeemed and 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 the downside threshold level of 50%
of the respective init ia l inde x va lue , the payment at maturity will be the stated principal amount. If the final index value of
e a c h underlying index is also gre a t e r t ha n or e qua l t o its respective init ia l inde x va lue , investors will also receive the
related contingent quarterly coupon and any previously unpaid contingent quarterly coupons. If, however, the final index value of
e it he r underlying index is le ss t ha n its downside threshold level, investors will be fully 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 le ss t ha n 50% 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 a nd a lso t he risk of not re c e iving a ny qua rt e rly c oupons a ft e r
t he first ye a r. Because all payments on the securities are based on the worst performing of the underlying indices, a decline
beyond the respective initial index value or respective downside threshold level, as applicable, of either underlying index will result
in few or no contingent coupon payments or a significant loss of your investment, even if the other underlying index has
appreciated or has not declined as much. Because the redemption determination dates will also be coupon observation dates, and
because the threshold for both early redemption and the payment of coupons will be the initial index value of each underlying
index, if the securities are not automatically redeemed following any redemption determination date, no contingent quarterly coupon
will be payable with respect to that quarterly period. 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 no
quarterly coupons after the first year, with no possibility of being called out of the securities until after the initial 1-year non-call
period. Investors will not participate in any appreciation of either underlying index. The securities are notes issued as part of MSFL's
Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of
your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st
in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
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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 EURO STOXX 50® Index (the "SX5E Index")
Aggre ga t e
$1,230,000
princ ipa l a m ount :
St a t e d princ ipa l
$1,000 per security
a m ount :
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
January 22, 2018
Origina l issue
January 25, 2018 (3 business days after the pricing date)
da t e :
M a t urit y da t e :
January 27, 2028
Qua rt e rly c oupon:
Year 1: On each coupon payment date through January 2019, a fixed coupon at an annual rate of 9.35%
(corresponding to approximately $23.375 per quarter per security) is paid quarterly.

Years 2-10: Beginning with the April 2019 coupon payment date, a contingent coupon plus any previously
unpaid contingent quarterly coupons with respect to any prior observation dates will be paid on the
securities on each coupon payment date but only if the index closing value of e a c h underlying index is
at or above its respective initial index value on the related observation date. If payable, the contingent
quarterly coupon will be an amount in cash per stated principal amount corresponding to a return of 9.35%
per annum for each interest payment period for each applicable observation date.

I f t he c ont inge nt qua rt e rly c oupon is not pa id on a ny c oupon pa ym e nt da t e a ft e r t he
first ye a r (be c a use t he inde x c losing va lue of e it he r unde rlying inde x is le ss t ha n it s
re spe c t ive init ia l inde x va lue on t he re la t e d obse rva t ion da t e ), suc h unpa id c ont inge nt
qua rt e rly c oupon w ill be pa id on a la t e r c oupon pa ym e nt da t e but only if t he inde x
c losing va lue of e a c h unde rlying inde x on suc h la t e r obse rva t ion da t e is gre a t e r t ha n or
e qua l t o it s re spe c t ive init ia l inde x va lue ; provided, however, in t he c a se of a ny suc h
pa ym e nt of a pre viously unpa id c ont inge nt qua rt e rly c oupon, no a ddit iona l int e re st
sha ll a c c rue or be pa ya ble in re spe c t of suc h unpa id c ont inge nt qua rt e rly c oupon from
a nd a ft e r t he e nd of t he origina l int e re st pe riod for suc h unpa id c ont inge nt qua rt e rly
c oupon. Y ou w ill not re c e ive suc h unpa id c ont inge nt qua rt e rly c oupons if t he inde x
c losing va lue of e it he r unde rlying inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue on
e a c h subse que nt obse rva t ion da t e . I f t he inde x c losing va lue of e it he r unde rlying inde x
is le ss t ha n it s re spe c t ive init ia l inde x va lue on e a c h obse rva t ion da t e , you w ill not
re c e ive a ny qua rt e rly c oupons a ft e r t he first ye a r.

Be c a use t he re de m pt ion de t e rm ina t ion da t e s w ill a lso be c oupon obse rva t ion da t e s,
a nd be c a use t he t hre shold for bot h e a rly re de m pt ion a nd t he pa ym e nt of c oupons w ill
be t he init ia l inde x va lue of e a c h unde rlying inde x , if t he se c urit ie s a re not
a ut om a t ic a lly re de e m e d follow ing a ny re de m pt ion de t e rm ina t ion da t e , no c ont inge nt
qua rt e rly c oupon w ill be pa ya ble w it h re spe c t t o t ha t qua rt e rly pe riod.
Pa ym e nt a t
If the securities have not been automatically redeemed prior to maturity, that will necessarily mean that
m a t urit y:
the index closing value of at least one underlying index was below its initial index value on every quarterly
observation date during years 2 through 10 of the term of the securities, and therefore no contingent
quarterly coupon payments will have been made in years 2 through 10 of the term of the securities. In
such a case, the payment at maturity will be determined as follows:

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 downside
threshold level, investors will receive the stated principal amount. If the final index value of e a c h
underlying index is also gre a t e r t ha n or e qua l t o its respective init ia l inde x va lue , investors will
also receive the contingent quarterly coupon with respect to the final observation date and the previously
unpaid contingent quarterly coupons with respect to the prior observation dates.

If the final index value of e it he r underlying index is le ss t ha n its respective downside threshold level,
investors will receive (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
50% of the stated principal amount of the securities and could be zero.
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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
$957.30 per security. See "Investment Summary" beginning on page 3.
on t he pric ing
da t e :
Com m issions a nd
Age nt 's
issue pric e :
Pric e t o public
c om m issions (1)
Proc e e ds t o us(2)
Pe r se c urit y
$1,000
$33.50
$966.50
T ot a l
$1,230,000
$41,205
$1,188,795
(1) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $33.50 for
each security they sell. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of
Distribution (Conflicts of Interest)" in the accompanying product supplement.
(2) See "Use of proceeds and hedging" on page 29.
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 4 .
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 ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or
a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l
I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the
context requires.
Product Supplement for Auto-Callable Securities dated November 16, 2017 Index Supplement dated November 16, 2017 Prospectus
dated November 16, 2017



Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due January 27, 2028, With 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s



Terms continued from previous page:
Ea rly re de m pt ion:
T he se c urit ie s a re not subje c t t o a ut om a t ic e a rly re de m pt ion unt il t he first
a nnive rsa ry of t he origina l issue da t e . Following the initial 1-year non-call period, if, on any
redemption determination date, beginning on January 23, 2019, the index closing value of e a c h
underlying index is gre a t e r t ha n or e qua l t o its respective initial index value, the securities will be
automatically redeemed for an early redemption payment on the related early redemption date. No
further payments will be made on the securities once they have been redeemed.

T he se c urit ie s w ill not be re de e m e d e a rly on a ny e a rly re de m pt ion da t e if t he inde x
c losing va lue of e it he r unde rlying inde x is be low t he re spe c t ive init ia l inde x va lue for
suc h unde rlying inde x on t he re la t e d re de m pt ion de t e rm ina t ion da t e .
Ea rly re de m pt ion
The early redemption payment will be an amount equal to (i) the stated principal amount for each
pa ym e nt :
security you hold plus (ii) the related quarterly coupon (including any contingent quarterly coupon(s) with
respect to any prior observation date(s) for which a contingent quarterly coupon was not paid).
Re de m pt ion
Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment
de t e rm ina t ion da t e s:
Dates and Early Redemption Dates" below, subject to postponement for non-index business days and
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certain market disruption events.
Ea rly re de m pt ion
Starting on January 28, 2019, quarterly. See "Observation Dates, Redemption Determination Dates,
da t e s:
Coupon Payment Dates and Early Redemption Dates" below. If any such day is not a business day,
that early redemption payment will be made on the next succeeding business day and no adjustment
will be made to any early redemption payment made on that succeeding business day
Dow nside t hre shold
With respect to the RTY Index: 802.583, which is approximately 50% of its initial index value
le ve l:
With respect to the SX5E Index: 1,832.64, which is 50% of its initial index value
I nit ia l inde x va lue :
With respect to the RTY Index: 1,605.165, which is its index closing value on the pricing date
With respect to the SX5E Index: 3,665.28, which is its index closing value 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:
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
Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment
da t e s:
Dates and Early Redemption Dates" below. If any such day is not a business day, that coupon
payment will be made on the next succeeding business day and no adjustment will be made to any
coupon payment made on that succeeding business day. The contingent quarterly coupon, if any, with
respect to the final observation date will be paid on the maturity date
Obse rva t ion da t e s:
Quarterly, beginning on January 23, 2019, as set forth under "Observation Dates, Redemption
Determination Dates, Coupon Payment Dates and Early Redemption Dates" below, subject to
postponement for non-index business days and certain market disruption events. We also refer to
January 24, 2028 as the final observation date.
CU SI P / I SI N :
61768CYV3 / US61768CYV35
List ing:
The securities will not be listed on any securities exchange.


Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption
Dates

Obse rva t ion Da t e s / Re de m pt ion De t e rm ina t ion
Coupon Pa ym e nt Da t e s / Ea rly Re de m pt ion
Da t e s
Da t e s
N/A
April 26, 2018*
N/A
July 26, 2018*
N/A
October 25, 2018*
January 23, 2019
January 28, 2019
April 23, 2019
April 26, 2019
July 22, 2019
July 25, 2019
October 22, 2019
October 25, 2019
January 22, 2020
January 27, 2020
April 22, 2020
April 27, 2020
July 22, 2020
July 27, 2020
October 22, 2020
October 27, 2020
January 22, 2021
January 27, 2021
April 22, 2021
April 27, 2021
July 22, 2021
July 27, 2021
October 22, 2021
October 27, 2021
January 24, 2022
January 27, 2022
April 22, 2022
April 27, 2022
July 22, 2022
July 27, 2022
October 24, 2022
October 27, 2022
January 23, 2023
January 26, 2023
April 24, 2023
April 27, 2023
July 24, 2023
July 27, 2023
October 23, 2023
October 26, 2023
January 22, 2024
January 25, 2024
April 22, 2024
April 25, 2024
July 22, 2024
July 25, 2024
October 22, 2024
October 25, 2024
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January 22, 2025
January 27, 2025
April 22, 2025
April 25, 2025
July 22, 2025
July 25, 2025


January 2018
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due January 27, 2028, With 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s




October 22, 2025
October 27, 2025
January 22, 2026
January 27, 2026
April 22, 2026
April 27, 2026
July 22, 2026
July 27, 2026
October 22, 2026
October 27, 2026
January 22, 2027
January 27, 2027
April 22, 2027
April 27, 2027
July 22, 2027
July 27, 2027
October 22, 2027
October 27, 2027
January 24, 2028 (final observation date)
January 27, 2028 (maturity date)

* The securities are not subject to automatic early redemption until the 4th coupon payment date, which is January 28, 2019.


January 2018
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due January 27, 2028, With 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s




Investment Summary

Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

Contingent Income Auto-Callable Securities due January 27, 2028, With 1-year Initial Non-Call Period All Payments on the
Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index (the "securities") do not
provide for the regular payment of interest after the first year. For the first year, the securities will pay a fixed quarterly coupon at
the rate specified below. Thereafter, the securities will pay a contingent quarterly coupon but only if the index closing value of
e a c h underlying index is a t or a bove its respective init ia l inde x va lue on the related observation date. If the index closing
value of e it he r underlying index is le ss t ha n its init ia l inde x va lue on any observation date after the first year, we will pay no
interest for the related quarterly period. However, if the index closing value of each underlying index is gre a t e r t ha n or e qua l
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t o its respective init ia l inde x va lue on an observation date, investors will receive, in addition to the contingent quarterly coupon
for that quarterly period, any previously unpaid contingent quarterly coupons from prior observation dates. You will not receive such
unpaid contingent quarterly coupon if the index closing value of e it he r underlying index is le ss t ha n its respective init ia l inde x
va lue on each subsequent observation date. If the index closing value of e it he r underlying index is le ss t ha n its respective
init ia l inde x va lue on each observation date, you will not receive any contingent quarterly coupon after the first year. We refer
to the quarterly coupons after the first year as contingent, because there is no guarantee that you will receive a coupon payment
on any coupon payment date after the first year. Even if both underlying indices were to be at or above their respective initial index
values on some quarterly observation dates after the first year, one or both underlying indices may fluctuate below the respective
initial index value(s) on others, and they may not both close at or above their respective initial index values on any subsequent
observation date, in which case you will not receive payment of any previously unpaid contingent quarterly coupons. In addition, if
the securities have not been automatically called prior to maturity and the final index value of e it he r unde rlying inde x is le ss
t ha n 50% of the respective initial index value, which we refer to as the downside threshold level, investors will be fully 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 50%
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 a nd a lso t he risk of not re c e iving a ny
c ont inge nt qua rt e rly c oupons a ft e r t he first ye a r.


M a t urit y:
Approximately 10 years



Qua rt e rly c oupon:
Year 1: On each coupon payment date through January 2019, a fixed coupon at an annual
rate of 9.35% (corresponding to approximately $23.375 per quarter per security) is paid
quarterly.

Years 2-10: Beginning with the April 2019 coupon payment date, a contingent coupon plus
any previously unpaid contingent quarterly coupons with respect to any prior observation dates
will be paid on the securities on each coupon payment date but only if the index closing
value of e a c h underlying index is at or above its respective initial index value on the related
observation date. If payable, the contingent quarterly coupon will be an amount in cash per
stated principal amount corresponding to a return of 9.35% per annum for each interest
payment period for each applicable observation date.


I f t he c ont inge nt qua rt e rly c oupon is not pa id on a ny c oupon pa ym e nt da t e
a ft e r t he first ye a r (be c a use t he inde x c losing va lue of e it he r unde rlying
inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue on t he re la t e d obse rva t ion
da t e ), suc h unpa id c ont inge nt qua rt e rly c oupon w ill be pa id on a la t e r c oupon
pa ym e nt da t e but only if t he inde x c losing va lue of e a c h unde rlying inde x on
suc h la t e r obse rva t ion da t e is gre a t e r t ha n or e qua l t o it s re spe c t ive init ia l
inde x va lue . Y ou w ill not re c e ive suc h unpa id c ont inge nt qua rt e rly c oupon if
t he inde x c losing va lue of e it he r unde rlying inde x is le ss t ha n it s re spe c t ive
init ia l inde x va lue on e a c h subse que nt obse rva t ion da t e . I f t he inde x c losing
va lue of e it he r unde rlying inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue
on e a c h obse rva t ion da t e , you w ill not re c e ive a ny qua rt e rly c oupon a ft e r t he
first ye a r.


Aut om a t ic e a rly
Starting in January 2019, if the index closing value of e a c h underlying index is gre a t e r



January 2018
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due January 27, 2028, With 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s




re de m pt ion on or a ft e r
than or equal to its initial index value on any quarterly redemption determination date, the
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J a nua ry 2 8 , 2 0 1 9 :
securities will be automatically redeemed for an early redemption payment equal to the stated
principal amount plus the related quarterly coupon (including any contingent quarterly
coupon(s) with respect to any prior observation date(s) for which a contingent quarterly
coupon was not paid). No further payments will be made on the securities once they have
been redeemed.




Pa ym e nt a t m a t urit y:
If the securities have not been automatically redeemed prior to maturity, that will necessarily
mean that the index closing value of at least one underlying index was below its initial index
value on every quarterly observation date during years 2 through 10 of the term of the
securities, and therefore no contingent quarterly coupon payments will have been made in
years 2 through 10 of the term of the securities. In such a case, the payment at maturity will
be determined as follows:

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 the
respective downside threshold level, investors will receive at maturity the stated principal
amount. If the final index value of e a c h underlying index is also gre a t e r t ha n or e qua l t o
its respective init ia l inde x va lue , investors will also receive the contingent quarterly coupon
with respect to the final observation date and the previously unpaid contingent quarterly
coupons with respect to the prior observation dates.

If the final index value of e it he r underlying index is le ss t ha n its downside threshold level,
investors will receive a payment at maturity equal to the stated principal amount times the
index performance factor of the worst performing underlying index. Under these
circumstances, the payment at maturity will be less than 50% of the stated principal amount of
the securities and could be zero. No quarterly coupon will be payable at maturity, and
investors will not receive payment of the previously unpaid contingent quarterly coupons.
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 .

January 2018
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due January 27, 2028, With 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 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 $957.30.

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 quarterly coupon rate and the downside threshold levels, we use
an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If
the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more
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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 12 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.

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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due January 27, 2028, With 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
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Princ ipa l a t Risk Se c urit ie s



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

The securities provide for fixed quarterly coupon payments at the rate specified herein for the first year. Thereafter, the securities
do not provide for the regular payment of interest and instead will pay a contingent quarterly coupon but only if the index closing
value of each underlying index is a t or a bove its respective init ia l inde x va lue on the related observation date. If the index
closing value of e it he r underlying index is le ss t ha n the respective init ia l inde x va lue on any observation date after the first
year, we will pay no interest for the related quarterly period. However, if the index closing value of e a c h underlying index is
gre a t e r t ha n or e qua l t o its respective init ia l inde x va lue on an observation date, investors will receive, in addition to the
contingent quarterly coupon for that quarterly period, any previously unpaid contingent quarterly coupons from prior observation
dates. The 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 no quarterly coupons after the first year, with no possibility of being called
out of the securities until after the initial 1-year non-call period. Because the redemption determination dates will also be coupon
observation dates, and because the threshold for both early redemption and the payment of coupons will be the initial index value
of each underlying index, if the securities are not automatically redeemed following any redemption determination date, no
contingent quarterly coupon will be payable with respect to that quarterly period.

The following scenarios are for illustrative purposes only to demonstrate how the coupon and the payment at maturity (if the
securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every situation that may occur.
Accordingly, the securities may or may not be redeemed, the contingent coupon may be payable in none of, or some but not all of,
the quarterly periods after the first year and the payment at maturity may be less than 50% of the stated principal amount of the
securities and may be zero.

Sc e na rio 1 : T he se c urit ie s
Investors receive the 9.35% per annum fixed quarterly coupon for each interest period during
a re re de e m e d prior t o
the first year of the term of the securities.
m a t urit y

Starting on January 28, 2019, when each underlying index closes at or above its initial index
value on a quarterly redemption determination date, the securities will be automatically
redeemed for the stated principal amount plus the related quarterly coupon (including any
contingent quarterly coupon(s) with respect to any prior observation date(s) for which a
contingent quarterly coupon was not paid).
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Sc e na rio 2 : T he se c urit ie s
Investors receive the 9.35% per annum fixed quarterly coupon for each interest period during
a re not re de e m e d prior t o
the first year of the term of the securities. This scenario assumes that, thereafter, each
m a t urit y, a nd inve st ors
underlying index closes below the respective initial index value on every quarterly redemption
re c e ive princ ipa l ba c k a t
determination date. Consequently, the securities are not automatically redeemed, and
m a t urit y
investors do not receive any contingent quarterly coupons after the first year. Because the
securities were not automatically redeemed prior to maturity, the index closing value of at
least one underlying index must have been below the respective initial index value on every
quarterly observation date during years 2 through 10 of the term of the securities. Therefore,
investors do not receive any coupon payments in years 2 through 10 of the term of the
securities.

On the final observation date, each underlying index closes at or above its downside
threshold level. At maturity, investors will receive the stated principal amount. If the final
index value of each underlying index is also greater than or equal to its respective initial
index value, investors will also receive the contingent quarterly coupon with respect to the
final observation date and the previously unpaid contingent quarterly coupons with respect to
the prior observation dates. Note that in order for this to occur, the final index values of bot h
underlying indices would have to be greater than or equal to their respective init ia l inde x
va lue s , although the index closing value of at least one underlying index was below its initial
index value on every prior quarterly observation date during years 2 through 10 of the term
of the securities.

January 2018
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due January 27, 2028, With 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s




Sc e na rio 3 : T he se c urit ie s
Investors receive the 9.35% per annum fixed quarterly coupon for each interest period during
a re not re de e m e d prior t o
the first year of the term of the securities. This scenario assumes that, thereafter, each
m a t urit y, a nd inve st ors
underlying index closes below the respective initial index value on every quarterly redemption
suffe r a subst a nt ia l loss of
determination date. Consequently, the securities are not automatically redeemed, and
princ ipa l a t m a t urit y
investors do not receive any contingent quarterly coupons after the first year. Because the
securities were not automatically redeemed prior to maturity, the index closing value of at
least one underlying index must have been below the respective initial index value on every
quarterly observation date during years 2 through 10 of the term of the securities. Therefore,
investors do not receive any coupon payments in years 2 through 10 of the term of the
securities.

On the final observation date, one or both underlying indices close below the respective
downside threshold 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 50%
of the stated principal amount and could be zero. No coupon will be paid at maturity in this
scenario. Additionally, investors will not receive the contingent quarterly coupon with respect
to the final observation date, and will not receive payment of the previously unpaid contingent
quarterly coupons from the prior observation dates.



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January 2018
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due January 27, 2028, With 1-year Initial Non-Call Period
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ®
I nde x
Princ ipa l a t Risk Se c urit ie s




How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the index closing values on each
quarterly observation date, (2) the index closing values on each quarterly redemption determination date (starting in January 2019)
and (3) the final index values. Please see "Hypothetical Examples" beginning on page 10 for illustration of hypothetical payouts on
the securities.

Dia gra m # 1 : Cont inge nt Qua rt e rly Coupons Aft e r t he First Y e a r (Be ginning w it h t he April 2 0 1 9 Coupon
Pa ym e nt Da t e unt il Ea rly Re de m pt ion or M a t urit y)



Dia gra m # 2 : Aut om a t ic Ea rly Re de m pt ion (St a rt ing in J a nua ry 2 0 1 9 )

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Document Outline