Obligation Morgan Stanley Financial 8.5% ( US61768CGA99 ) en USD

Morgan Stanley Financial

96.6 % ⇌

Etas-Unis

US61768CGA99 ( en USD )

8.5% par an ( paiement semestriel )

31/03/2032

Prospectus brochure de l'obligation Morgan Stanley Finance US61768CGA99 en USD 8.5%, échéance 31/03/2032

1 000 USD

2 637 000 USD

61768CGA9

N/A

01/10/2026 ( Dans 182 jours )

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61768CGA99, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2032

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61768CGA99, a été notée NR par l'agence de notation Moody's.

424B2 1 dp74517_424b2-ps1394.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

$2,637,000

$305.63
due 2032

M a rc h 2 0 1 7
Pricing Supplement No. 1,394
Registration Statement Nos. 333-200365; 333-200365-12
Dated March 28, 2017
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 March 31, 2032, With 5.5-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 S& P 5 0 0 ® I nde x , t he EU RO ST OX X
5 0 ® I nde x a nd t he Russe ll 2 0 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 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 three years. For
the first three years, 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 S&P 500® Index, EURO STOXX 50® Index and Russell 2000® 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 a ny underlying index is le ss t ha n its init ia l inde x va lue
on any observation date after the first three years, 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 three years, 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 five and a half years after 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 the previously unpaid contingent quarterly coupons.
If, however, the final index value of a ny 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 t hre e ye a rs. 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 any underlying index will result in few or no contingent coupon payments or a significant loss of your investment, even if the other
underlying indices have appreciated or have 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 three years, with no possibility of being called out of the securities until after the
initial 5.5-year non-call period. Investors will not participate in any appreciation of any underlying index. The securities are notes issued as part of MSFL's
Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of your inve st m e nt .
T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st in, or ot he rw ise ha ve a ny a c c e ss t o,
a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
U nde rlying indic e s:
S&P 500® Index (the "SPX Index"), EURO STOXX 50® Index (the "SX5E Index") and Russell 2000® Index (the "RTY Index")
Aggre ga t e princ ipa l
$2,637,000
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)
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Pric ing da t e :
March 28, 2017
Origina l issue da t e :
March 31, 2017 (3 business days after the pricing date)
M a t urit y da t e :
March 31, 2032
Qua rt e rly c oupon:
Years 1-3: On each coupon payment date through March 2020, a fixed coupon at an annual rate of 8.50% (corresponding to
approximately $21.25 per quarter per security) is paid quarterly.
Years 4-15: Beginning with the June 2020 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 8.50% 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 t hre e ye a rs
(be c a use t he inde x c losing va lue of a ny 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 a ny 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 a ny 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 t hre e ye a rs.
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 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 the last nine
and a half years of the term of the securities, and therefore no contingent quarterly coupon payments will have been made in
the last nine and a half years 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 a ny 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.

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 $912.00 per security. See "Investment Summary" beginning on page 3.
pric ing da t e :
Com m issions a nd
Pric e t o public (1)
Age nt 's c om m issions(2)
Proc e e ds t o us (3)
issue pric e :
Pe r se c urit y
$1,000
$35
$965
T ot a l
$2,637,000
$92,295
$2,544,705
(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, Morgan Stanley & Co. LLC., 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 product supplement.
(3) See "Use of proceeds and hedging" on page 31.
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 de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny
ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd prospe c t us, e a c h of
w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of
t his doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL c olle c t ive ly, a s
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t he c ont e x t re quire s.
Product Supplement for Auto-Callable Securities dated February 29, 2016 Index Supplement dated January 30, 2017 Prospectus dated
February 16, 2016

Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2032, With 5.5-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 S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
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 five a nd a ha lf ye a rs a ft e r t he
origina l issue da t e . Following the initial 5.5-year non-call period, if, on any redemption determination date, beginning
on the third scheduled business day preceding September 30, 2022, 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 a ny 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 security you hold plus (ii)
pa ym e nt :
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, on the third scheduled business day preceding each scheduled early redemption date, beginning on the third
de t e rm ina t ion da t e s:
scheduled business day preceding September 30, 2022, subject to postponement for non-index business days and certain
market disruption events.
Ea rly re de m pt ion da t e s:
Starting on September 30, 2022, quarterly, on the last day of each March, June, September and December; provided that
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 le ve l: With respect to the SPX Index: 1,179.285, which is 50% of its initial index value
With respect to the SX5E Index: 1,732.535, which is 50% of its initial index value
With respect to the RTY Index: 683.631, which is approximately 50% of its initial index value
I nit ia l inde x va lue :
With respect to the SPX Index: 2,358.57, which is its index closing value on the pricing date
With respect to the SX5E Index: 3,465.07, which is its index closing value on the pricing date
With respect to the RTY Index: 1,367.261, 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 largest percentage decrease from the respective initial index value to the respective final
unde rlying:
index value
I nde x pe rform a nc e fa c t or: Final index value divided by the initial index value
Coupon pa ym e nt da t e s:
Quarterly, on the last day of each March, June, September and December, beginning June 30, 2017; provided that 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; provided further that 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:
The third scheduled business day preceding each scheduled coupon payment date, beginning with the June 30, 2020
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 preceding the scheduled maturity date as the final observation date.
CU SI P / I SI N :
61768CGA9 / US61768CGA99
List ing:
The securities will not be listed on any securities exchange.
March 2017
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2032, With 5.5-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 S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Investment Summary

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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 March 31, 2032, With 5.5-year Initial Non-Call Period All Payments on the
Securities Based on the Worst Performing of the S&P 500® Index, the EURO STOXX 50® Index and the Russell 2000® Index (the
"securities") do not provide for the regular payment of interest after the first three years. For the first three years, 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 a ny unde rlying inde x is le ss t ha n its init ia l inde x va lue on any observation
date after the first three years, 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, 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 a ny
unde rlying inde x 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 a ny unde rlying inde x 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 three years. We refer to the quarterly coupons after the first three years as
contingent, because there is no guarantee that you will receive a coupon payment on any coupon payment date after the first three
years. Even if each underlying index were to be at or above its respective initial index values on some quarterly observation dates
after the first three years, one or more underlying indices may fluctuate below the respective initial index value(s) on others, and
they may not each 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 a ny 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 t hre e ye a rs.

M a t urit y:
15 years
Qua rt e rly c oupon:
Years 1-3: On each coupon payment date through March 2020, a fixed coupon at an annual
rate of 8.50% (corresponding to approximately $21.25 per quarter per security) is paid
quarterly.

Years 4-15: Beginning with the June 2020 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 8.50% per annum for each
interest payment period for each applicable observation date.

If the contingent quarterly coupon is not paid on any coupon payment date
a ft e r t he first t hre e ye a rs (be c a use t he inde x c losing va lue of a ny 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 a ny 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 a ny 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

March 2017
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2032, With 5.5-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 S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ® I nde x a nd t he
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Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

w ill not re c e ive a ny qua rt e rly c oupon a ft e r t he first t hre e ye a rs.
Aut om a t ic e a rly
Starting on September 30, 2022, if the index closing value of e a c h underlying index is
re de m pt ion on or a ft e r
gre a t e r t ha n or e qua l t o its initial index value on any quarterly redemption determination
Se pt e m be r 3 0 , 2 0 2 2 :
date, the 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 the last nine and a half years of the term of
the securities, and therefore no contingent quarterly coupon payments will have been made in
the last nine and a half years 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 a ny unde rlying inde x 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 .

March 2017
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2032, With 5.5-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 S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

The 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 $912.00.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the 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
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an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If
the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more
of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing,
selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 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.

March 2017
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2032, With 5.5-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 S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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 three years. 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 a ny unde rlying inde x is le ss t ha n the respective init ia l inde x va lue on any observation date
after the first three years, 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 three years, with
no possibility of being called out of the securities until after the initial 5.5-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 three years 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 8.50% per annum fixed quarterly coupon for each interest period during
a re re de e m e d prior t o
the first three years of the term of the securities. Investors receive the contingent quarterly
m a t urit y
coupon, corresponding to a return of 8.50% per annum, as well as any previously unpaid
contingent quarterly coupons from prior observation dates, for the quarterly periods for which
each index closing value is at or above the respective initial index value on the related
observation date after the first three years of the term of the securities, but not for the
quarterly periods for which any index closing value is below the respective initial index value
on the related observation date.

Starting in September 2022, when each underlying index closes at or above its initial index
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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).

March 2017
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2032, With 5.5-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 S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Sc e na rio 2 : T he se c urit ie s
Investors receive the 8.50% per annum fixed quarterly coupon for each interest period during
a re not re de e m e d prior t o
the first three years of the term of the securities. During the subsequent two and a half years,
m a t urit y, a nd inve st ors
investors receive the contingent quarterly coupon, as well as any previously unpaid contingent
re c e ive princ ipa l ba c k a t
quarterly coupons, for each quarterly period for which the index closing value of each
m a t urit y
underlying index is at or above the respective initial index value on the related observation
date, but not for the quarterly periods for which the index closing value of any underlying
index is below the respective initial index value on the related observation date.

This scenario assumes that each underlying index closes below the respective initial index
value on every quarterly redemption determination date. Consequently, the securities are not
automatically redeemed prior to maturity. 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 the
last nine and a half years of the term of the securities. Therefore, investors do not receive any
coupon payments in the last nine and a half years 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 e a c h
underlying index would have to be greater than or equal to its respective init ia l inde x
va lue , although the index closing value of at least one underlying index was below its initial
index value on every prior quarterly observation date during the last nine and a half years of
the term of the securities.

Sc e na rio 3 : T he se c urit ie s
Investors receive the 8.50% per annum fixed quarterly coupon for each interest period during
a re not re de e m e d prior t o
the first three years of the term of the securities. During the last nine and a half years,
m a t urit y, a nd inve st ors
investors receive the contingent quarterly coupon, as well as any previously unpaid contingent
suffe r a subst a nt ia l loss of
quarterly coupons, for each quarterly period for which the index closing value of each
princ ipa l a t m a t urit y
underlying index is at or above the respective initial index value on the related observation
date, but not for the quarterly periods for which the index closing value of any underlying
index is below the respective initial index value on the related observation date.

This scenario assumes that each underlying index closes below the respective initial index
value on every quarterly redemption determination date. Consequently, the securities are not
automatically redeemed prior to maturity. 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 the
last nine and a half years of the term of the securities. Therefore, investors do not receive any
coupon payments in the last nine and a half years of the term of the securities.

On the final observation date, one or more underlying indices close below the respective
downside threshold level(s). At maturity, investors will receive an amount equal to the stated
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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.

March 2017
Page 7
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2032, With 5.5-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 S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

How the Securities Work

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 September
2022) 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 T hre e Y e a rs (Be ginning w it h t he J une 2 0 2 0
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 Se pt e m be r 2 0 2 2 )

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March 2017
Page 8
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2032, With 5.5-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 S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Dia gra m # 3 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

For more information about the payout upon an early redemption or at maturity in different hypothetical scenarios, see "Hypothetical
Examples" starting on page 10.
March 2017
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 31, 2032, With 5.5-year Initial Non-Call Period
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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 S& P 5 0 0 ® I nde x , t he EU RO ST OX X 5 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent quarterly coupon is paid with respect to an
observation date and how to calculate the payment at maturity if the securities have not been automatically redeemed early. The
following examples are for illustrative purposes only. For the first three years, you will receive a fixed quarterly coupon at a rate of
8.50% per annum, regardless of the performance of the underlying indices. Whether you receive a contingent quarterly coupon after
the first three years will be determined by reference to the index closing value of each underlying index on each quarterly
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 downside threshold level for each underlying
index are set forth on the cover of this document. All payments on the securities are subject to our credit risk. The numbers in the
hypothetical examples below may have been rounded for the ease of analysis. The below examples are based on the following
terms:

Quarterly Coupon:
Years 1-3: On each coupon payment date through March 2020, a fixed coupon at an annual
rate of 8.50% (corresponding to approximately $21.25 per quarter per security*) is paid quarterly.

Years 4-15: Beginning with the June 2020 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 8.50% per annum for each interest payment period for each
observation date (corresponding to approximately $21.25 per quarter per security*).

Automatic Early Redemption
If the index closing value of e a c h underlying index is greater than or equal to its init ia l inde x
(starting in September 2022):
va lue on any quarterly redemption determination date, the 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).
Payment at Maturity (if the
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
securities have not been
downside threshold level, investors will receive the stated principal amount. If the final index
automatically redeemed early):
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 a ny unde rlying inde x 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.

Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the SPX Index: 2,000

With respect to the SX5E Index: 3,000

With respect to the RTY Index: 1,200

Hypothetical Downside Threshold With respect to the SPX Index: 1,000, which is 50% of the hypothetical initial index value for
Level:
such index

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