Obligation Morgan Stanley Financial 6.4% ( US61768CQN01 ) en USD

Société émettrice Morgan Stanley Financial
Prix sur le marché 100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US61768CQN01 ( en USD )
Coupon 6.4% par an ( paiement semestriel )
Echéance 04/10/2022 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley Finance US61768CQN01 en USD 6.4%, échue


Montant Minimal 1 000 USD
Montant de l'émission /
Cusip 61768CQN0
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée 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 US61768CQN01 émise par Morgan Stanley Finance aux États-Unis, d'une valeur nominale de 1000 USD minimum, portant un taux d'intérêt de 6,4% payable deux fois par an, et arrivant à échéance le 04/10/2022, a été remboursée à son prix nominal de 100%.







424B2 1 dp81251_424b2-ps1838.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 due 2022

$500,000

$62.25





Se pt e m be r 2 0 1 7
Pricing Supplement No. 1,838
Registration Statement Nos. 333-200365; 333-200365-12
Dated September 29, 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 October 4, 2022, 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
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. Instead, 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 coupon barrier level of
70% of its respective initial index value on the related observation date. If, however, the index closing value of e it he r underlying
index is less than its coupon barrier level on any observation date, we will pay no interest for the related quarterly period. In
addition, the securities will be automatically redeemed if the index closing value of e a c h underlying index is greater than or equal
to its respective initial index value on any quarterly redemption determination date (beginning approximately one year after the
original issue date) for the early redemption payment equal to the sum of the stated principal amount plus the related contingent
quarterly coupon. At maturity, if the securities have not previously been redeemed and the final index value of e a c h underlying
index is greater than or equal to its downside threshold level of 55% of the respective initial index value, the payment at maturity
will be the stated principal amount and, if the final index value of e a c h underlying index is also greater than or equal to its coupon
barrier level, the related contingent quarterly coupon. If, however, the final index value of e it he r underlying index is less than 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 less than 55% of the stated principal amount of the securities and could be
zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l
inve st m e nt 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 t hroughout t he 5 -ye a r t e rm
of t he se c urit ie s. Because all payments on the securities are based on the worst performing of the underlying indices, a
decline beyond the respective coupon barrier level 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. 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
over the entire 5-year term. 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.
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 princ ipa l
$500,000
a m ount :
St a t e d princ ipa l
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$1,000 per security
a m ount :
I ssue pric e :
$1,000 per security
Pric ing da t e :
September 29, 2017
Origina l issue da t e :
October 4, 2017 (3 business days after the pricing date)
M a t urit y da t e :
October 4, 2022
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 one ye a r a ft e r
t he origina l issue da t e . Following this initial 1-year non-call period, if, on any redemption
determination date, beginning on October 1, 2018, 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 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 contingent quarterly coupon with respect to the related observation date.
Cont inge nt qua rt e rly
A contingent coupon at an annual rate of 6.40% (c orre sponding t o a pprox im a t e ly $ 1 6 .0 0
c oupon:
pe r qua rt e r pe r se c urit y) will be paid on the securities on each coupon payment date but only
if the closing value of e a c h unde rlying inde x is at or above its respective coupon barrier level on
the related observation date.
I f, on a ny obse rva t ion da t e , t he c losing va lue of e it he r unde rlying inde x is le ss t ha n
t he re spe c t ive c oupon ba rrie r le ve l for suc h unde rlying inde x , w e w ill pa y no
c oupon for t he a pplic a ble qua rt e rly pe riod. I t is possible t ha t one or bot h
unde rlying indic e s w ill re m a in be low t he ir re spe c t ive c oupon ba rrie r le ve ls for
e x t e nde d pe riods of t im e or e ve n t hroughout t he e nt ire 5 -ye a r t e rm of t he
se c urit ie s so t ha t you w ill re c e ive fe w or no c ont inge nt qua rt e rly c oupons.
Pa ym e nt a t
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
m a t urit y:
downside threshold level: the stated principal amount and, 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 coupon barrier level, the contingent quarterly
coupon with respect to the final observation date
If the final index value of e it he r underlying index is le ss t ha n its respective downside threshold
level: (i) the stated principal amount multiplied by (ii) the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be less than
55% of the stated principal amount of the securities and could be zero.

Terms continued on the following page
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on
$979.00 per security. See "Investment Summary" beginning on page 3.
t he pric ing da t e :
Com m issions a nd
Pric e t o public (1)
Age nt 's c om m issions
Proc e e ds t o us(3)
issue pric e :
a nd fe e s (2)
Pe r se c urit y
$1,000
$7.50
$992.50
T ot a l
$500,000
$3,750
$496,250
(1) The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $992.50 per
security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not
receive a sales commission with respect to the securities. 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 27.
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 2 .
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
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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 t he c ont e x t re quire s.
Produc t Supple m e nt for Aut o -Ca lla ble 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
Contingent Income Auto-Callable Securities due October 4, 2022, 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:
Re de m pt ion
Quarterly, beginning October 1, 2018, as set forth under "Observation Dates, Redemption
de t e rm ina t ion da t e s:
Determination Dates, Coupon Payment Dates and Early Redemption Dates" below, subject to
postponement for non-index business days and certain market disruption events.
Ea rly re de m pt ion
Quarterly, beginning October 4, 2018 (approximately one year after the original issue date), as set
da t e s:
forth under "Observation Dates, Redemption Determination Dates, 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.
Coupon ba rrie r le ve l:
With respect to the RTY Index: 1,043.603, which is approximately 70% of its initial index value
With respect to the SX5E Index: 2,516.395, which is 70% of its initial index value
Dow nside t hre shold
With respect to the RTY Index: 819.974, which is approximately 55% of its initial index value
le ve l:
With respect to the SX5E Index: 1,977.168, which is approximately 55% of its initial index value
I nit ia l inde x va lue :
With respect to the RTY Index: 1,490.861, which is its index closing value on the pricing date
With respect to the SX5E Index: 3,594.85, 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
unde rlying:
the 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 Redemption Dates" below; provided that if any such day is not a business day, that
contingent quarterly coupon, if any, will be paid on the next succeeding business day and no
adjustment will be made to any coupon payment made on that succeeding business day; provided
further that the contingent 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, as set forth under "Observation Dates, Coupon Payment Dates and Redemption Dates"
below, subject to postponement for non-index business days and certain market disruption
events. We also refer to September 29, 2022 as the final observation date.
CU SI P / I SI N :
61768CQN0 / US61768CQN01
List ing:
The securities will not be listed on any securities exchange.


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

Obse rva t ion Da t e s / Re de m pt ion
Coupon Pa ym e nt Da t e s / Re de m pt ion
De t e rm ina t ion Da t e s
Da t e s
December 29, 2017*
January 4, 2018
March 29, 2018*
April 5, 2018
June 29, 2018*
July 5, 2018
October 1, 2018
October 4, 2018
January 2, 2019
January 7, 2019
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March 29, 2019
April 3, 2019
July 1, 2019
July 5, 2019
September 30, 2019
October 3, 2019
December 30, 2019
January 6, 2020
March 30, 2020
April 2, 2020
June 29, 2020
July 2, 2020
September 29, 2020
October 2, 2020
December 29, 2020
January 5, 2021
March 29, 2021
April 1, 2021
June 29, 2021
July 2, 2021
September 29, 2021
October 4, 2021
December 29, 2021
January 4, 2022
March 29, 2022
April 1, 2022
June 29, 2022
July 5, 2022
September 29, 2022 (final observation date)
October 4, 2022 (maturity date)

* The securities are not subject to automatic early redemption until the 4th observation date, which is October 1, 2018.

September 2017
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 4, 2022, 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 October 4, 2022, 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. Instead, 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 70% of its initial index value, which we refer to as the respective coupon barrier level,
on the related observation date. If the index closing value of e it he r unde rlying inde x is less than the respective coupon
barrier level on any observation date, we will pay no coupon for the related quarterly period. It is possible that the index closing
value of either underlying index could remain below the respective coupon barrier level for extended periods of time or even
throughout the entire 5-year term of the securities so that you will receive few or no contingent quarterly coupons during the term of
the securities. We refer to these coupons as contingent, because there is no guarantee that you will receive a coupon payment on
any coupon payment date. Even if both underlying indices were to be at or above their respective coupon barrier levels on some
quarterly observation dates, one or both underlying indices may fluctuate below the respective coupon barrier level(s) on others. 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 less than 55% 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 55% of the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors in t he
se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt 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 t hroughout t he e nt ire 5 -ye a r t e rm of t he se c urit ie s.

M a t urit y:
5 years
Cont inge nt qua rt e rly
A contingent quarterly coupon at an annual rate of 6.40% (corresponding to approximately
c oupon:
$16.00 per quarter per security) will be paid on the securities on each coupon payment date
but only if the closing value of e a c h underlying index is at or above the respective
coupon barrier level on the related observation date. I f on a ny obse rva t ion da t e , t he
c losing va lue of e it he r unde rlying inde x is le ss t ha n t he re spe c t ive c oupon
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ba rrie r le ve l, w e w ill pa y no c oupon for t he a pplic a ble qua rt e rly pe riod.
Aut om a t ic e a rly
If the index closing value of e a c h underlying index is greater than or equal to its initial index
re de m pt ion (be ginning value on any quarterly redemption determination date, beginning on October 1, 2018
a ft e r one ye a r):
(approximately one year after the original issue date), the securities will be automatically
redeemed for an early redemption payment equal to the stated principal amount plus the
contingent quarterly coupon with respect to the related observation date.
Pa ym e nt a t m a t urit y:
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o the
respective downside threshold level, investors will receive at maturity the stated principal
amount and, 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 coupon barrier level, the contingent quarterly coupon with respect to
the final observation date.

If the final index value of e it he r underlying index is le ss t ha n its 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 55% of the stated principal amount
of the securities and could be zero, and no quarterly coupon will be payable at
maturity. 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 .
September 2017
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 4, 2022, 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 $979.00.

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 contingent quarterly coupon rate, the coupon barrier levels 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 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 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 indices, and to our secondary market credit spreads, it would do so based on
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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.

September 2017
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 4, 2022, 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
K e y I nve st m e nt Ra t iona le

The securities do not provide for the regular payment of interest. Instead, the securities 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 coupon barrier level on the related
observation date. The securities have been designed for investors who are willing to forgo market floating interest rates and accept
the risk of receiving no coupon payments for the entire 5-year term of the securities in exchange for an opportunity to earn interest
at a potentially above market rate if each underlying index closes at or above its respective coupon barrier level on each quarterly
observation date until the securities are redeemed early or reach maturity. 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 during the 5-year term of the securities
and the payment at maturity may be less than 55% of the stated principal amount of the securities and may be zero.

Sc e na rio 1 : T he se c urit ie s
This scenario assumes that, prior to early redemption, each underlying index closes at or
a re re de e m e d prior t o
above its coupon barrier level on some quarterly observation dates, but one or both
m a t urit y
underlying indices close below the respective coupon barrier level(s) on the
others. Investors receive the contingent quarterly coupon for the quarterly periods for which
each index closing value is at or above the coupon respective barrier level on the related
observation date, but not for the quarterly periods for which either index closing value is
below the respective coupon barrier level on the related observation date.

Starting on October 1, 2018, 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 contingent quarterly coupon with respect
to the related observation date.
Sc e na rio 2 : T he se c urit ie s
This scenario assumes that each underlying index closes at or above the respective coupon
a re not re de e m e d prior t o
barrier level on some quarterly observation dates, but one or both underlying indices close
m a t urit y a nd inve st ors
below the respective coupon barrier level(s) on the others, and each underlying index closes
re c e ive princ ipa l ba c k a t
below the respective initial index value on every quarterly redemption determination
m a t urit y
date. Consequently, the securities are not automatically redeemed, and investors receive
the contingent quarterly coupon for the quarterly periods for which each index closing value
is at or above the respective coupon barrier level on the related observation date, but not for
the quarterly periods for which either index closing value is below the respective coupon
barrier level on the related observation date. 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 and, depending on whether the final index value of each underlying
index is greater than, equal to or below the respective coupon barrier level, the contingent
quarterly coupon with respect to the final observation date.
September 2017
Page 5
Morgan Stanley Finance LLC
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Contingent Income Auto-Callable Securities due October 4, 2022, 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
This scenario assumes that each underlying index closes at or above its respective coupon
a re not re de e m e d prior t o
barrier level on some quarterly observation dates, but one or both underlying indices close
m a t urit y a nd inve st ors
below the respective coupon barrier level(s) on the others, and each underlying index closes
suffe r a subst a nt ia l loss of
below the respective initial index value on every quarterly redemption determination
princ ipa l a t m a t urit y
date. Consequently, the securities are not automatically redeemed, and investors receive
the contingent quarterly coupon for the quarterly periods for which each index closing value
is at or above the respective coupon barrier level on the related observation date, but not for
the quarterly periods for which either index closing value is below the respective coupon
barrier level on the related observation date. 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 55% of the stated principal amount and could be
zero. No coupon will be paid at maturity in this scenario.
September 2017
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 4, 2022, 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 and (3) the final index
values. Please see "Hypothetical Examples" beginning on page 9 for illustration of hypothetical payouts on the securities.

Dia gra m # 1 : Cont inge nt Qua rt e rly Coupons (Be ginning on t he First 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 (Be ginning Approx im a t e ly One Y e a r Aft e r t he Origina l I ssue Da t e )
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September 2017
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 4, 2022, 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
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 9.

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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 4, 2022, 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
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. Whether you receive a contingent quarterly coupon 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, coupon barrier level and downside threshold level for each underlying index are set forth on the
cover of this document. All payments on the securities, if any, are subject to our credit risk. The numbers in the hypothetical
examples below may have been rounded for the ease of analysis. The below examples are based on the following terms:

Contingent Quarterly Coupon:
6.40% per annum (corresponding to approximately $16.00 per quarter per security)*

Wit h re spe c t t o e a c h c oupon pa ym e nt da t e , a c ont inge nt qua rt e rly c oupon is
pa id but only if t he fina l inde x va lue of e a c h unde rlying is a t or a bove it s
re spe c t ive c oupon ba rrie r le ve l on t he re la t e d obse rva t ion da t e .
Automatic Early Redemption:
If the index closing value of e a c h underlying index is greater than or equal to its initial index
value on any quarterly redemption determination date (beginning approximately one year after
the original issue date), the securities will be automatically redeemed for an early redemption
payment equal to the stated principal amount plus the contingent quarterly coupon with
respect to the related observation date.
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: the stated principal amount and, if the final index value of each
automatically redeemed early):
underlying index is also greater than or equal to its respective coupon barrier level, the
contingent quarterly coupon with respect to the final observation date.

If the final index value of e it he r underlying is le ss t ha n its respective downside threshold
level: (i) the stated principal amount multiplied by (ii) the index performance factor of the worst
performing underlying index
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the RTY Index: 1,200

With respect to the SX5E Index: 3,300
Hypothetical Coupon Barrier
With respect to the RTY Index: 840, which is 70% of the hypothetical initial index value for
Level:
such index

With respect to the SX5E Index: 2,310, which is 70% of the hypothetical initial index value for
such index
Hypothetical Downside
With respect to the RTY Index: 660, which is 55% of the hypothetical initial index value for
Threshold Level:
such index

With respect to the SX5E Index: 1,815, which is 55% of the hypothetical initial index value for
such index
* The actual contingent quarterly coupon will be an amount determined by the calculation agent based on the number of days in
the applicable payment period, calculated on a 30/360 basis. The hypothetical contingent quarterly coupon of $16.00 is used in
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these examples for ease of analysis.

September 2017
Page 9
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due October 4, 2022, 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 to determine whether a contingent quarterly coupon is payable with respect to an observation date:


Closing Level
Contingent Quarterly Coupon

RTY Index
SX5E Index

Hypothetical Observation Date 1
950 (a t or a bove
2,800 (a t or a bove coupon
$16.00
coupon barrier level)
barrier level)
Hypothetical Observation Date 2
600 (be low coupon
3,400 (a t or a bove coupon
$0
barrier level)
barrier level)
Hypothetical Observation Date 3
1,200 (a t or a bove
2,000 (be low coupon barrier
$0
coupon barrier level)
level)
Hypothetical Observation Date 4
500 (be low coupon
1,500 (be low coupon barrier
$0
barrier level)
level)

On hypothetical observation date 1, both the RTY Index and SX5E Index close at or above their respective coupon barrier levels.
Therefore a contingent quarterly coupon of $16.00 is paid on the relevant coupon payment date.

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

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

Y ou w ill not re c e ive a c ont inge nt qua rt e rly c oupon on a ny c oupon pa ym e nt da t e if t he c losing le ve l of
e it he r unde rlying inde x is be low it s re spe c t ive c oupon ba rrie r le ve l on t he re la t e d obse rva t ion da t e .

How to calculate the payment at maturity (if the securities have not been automatically redeemed early):


Index Closing Value
Payment at Maturity

RTY Index
SX5E Index

Example 1:
1,300 (a t or a bove the
3,700 (a t or a bove t he
$1,016.00 (the stated principal amount plus
downside threshold level and
downside threshold level and
the contingent quarterly coupon with respect
coupon barrier level)
coupon barrier level)
to the final observation date)
Example 2:
800 (a t or a bove the
2,900 (a t or a bove t he
$1,000 (the stated principal amount)
downside threshold level but
downside threshold level and
below the coupon barrier level)
coupon barrier level)
Example 3:
600 (be low downside threshold
2,900 (a t or a bove t he
$1,000 x index performance factor of the
level)
downside threshold level and
worst performing underlying index =
coupon barrier level)
$1,000 x (600 / 1,200) = $500
Example 4:
1,600 (a t or a bove t he
1,320 (be low the downside
$1,000 x (1,320 / 3,300) = $400
downside threshold level)
threshold level)
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