Obligation Morgan Stanley Financial 0% ( US61768CRT61 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61768CRT61 ( en USD )

06/10/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61768CRT61 en USD 0%, échue

1 000 USD

1 784 000 USD

61768CRT6

N/A

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 US61768CRT61, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/10/2023

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61768CRT61, a été notée NR par l'agence de notation Moody's.

424B2 1 dp81414_424b2-ps1908.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Trigger Jump Securities due 2023

$1,784,000

$222.11

Oc t obe r 2 0 1 7
Pricing Supplement No. 1,908
Registration Statement Nos. 333-200365; 333-200365-12
Dated October 3, 2017
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023
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 Trigger Jump Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and
unconditionally guaranteed by Morgan Stanley. The securities will pay no interest and do not guarantee the return of any of the principal amount at maturity.
At maturity, you will receive for each security that you hold an amount in cash that will vary depending on the performance of the S&P 500® Index, as
determined on the valuation date. If the underlying index appreciates or does not depreciate at all over the term of the securities, you will receive for each
security that you hold at maturity a minimum of $530 per security in addition to the stated principal amount. If the underlying index appreciates by more than
53% over the term of the securities, you will receive for each security that you hold at maturity the stated principal amount plus an amount based on the
percentage increase of the underlying index. If the final index value is less than the initial index value but greater than or equal to the downside threshold
level of 70% of the initial index value, meaning that the underlying index has depreciated by an amount less than or equal to 30%, you will receive a
payment at maturity equal to the stated principal amount. However, if the final index value is less than the downside threshold level, meaning that the
underlying index has depreciated by more than 30% from its initial value, the payment due at maturity will be significantly less than the stated principal
amount of the securities by an amount that is proportionate to the full percentage decrease in the final index value from the initial index value. Under these
circumstances, the payment at maturity per security will be less than $700 and could be zero. Ac c ordingly, you m a y lose your e nt ire init ia l
inve st m e nt in t he se c urit ie s. These long-dated securities are for investors who seek an equity index-based return and who are willing to risk their
principal and forgo current income in exchange for the upside payment feature that applies to a limited range of performance of the 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
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
October 3, 2017
Origina l issue da t e :
October 6, 2017 (3 business days after the pricing date)
M a t urit y da t e :
October 6, 2023
Aggre ga t e princ ipa l a m ount : $1,784,000
I nt e re st :
None
U nde rlying inde x :
S&P 500® Index
Pa ym e nt a t m a t urit y:
· If the final index value is greater than or equal to the initial index value:
$1,000 + the greater of (i) $1,000 × the index percent change and (ii) the upside payment
· If the final index value is less than the initial index value but greater than or equal to the downside threshold level,
meaning the value of the underlying index has declined by no more than 30% from its initial value:
$1,000
· If the final index value is less than the downside threshold level, meaning the value of the underlying index has
declined by more than 30% from its initial value:
$1,000 × index performance factor
Under these circumstances, the payment at maturity will be significantly less than the stated principal amount of
$1,000, and will represent a loss of more than 30%, and possibly all, of your investment.
U pside pa ym e nt :
$530 per security (53% of the stated principal amount)
I nde x pe rc e nt c ha nge :
(final index value initial index value) / initial index value
Dow nside t hre shold le ve l:
1,774.206, which is 70% of the initial index value
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I nde x pe rform a nc e fa c t or:
final index value / initial index value
I nit ia l inde x va lue :
2,534.58, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
V a lua t ion da t e :
October 3, 2023, subject to postponement for non-index business days and certain market disruption events
CU SI P:
61768CRT6
I SI N :
US61768CRT61
List ing:
The securities will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See
"Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$985.90 per security. See "Investment Summary" beginning on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions a nd
Proc e e ds t o us (2)
pric e :
fe e s(1)
Pe r se c urit y
$1,000
$0
$1,000
T ot a l
$1,784,000
$0
$1,784,000
(1) MS & Co., the agent, will not receive a sales commission in connection with 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.
(2) See "Use of proceeds and hedging" on page 13.
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 6 .
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 T rigge r J um p 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 J um p Se c urit ie s da t e d Fe brua ry 2 9 , 2 0 1 6 I nde x Supple m e nt da t e d J a nua ry 3 0 , 2 0 1 7 Prospe c t us
da t e d Fe brua ry 1 6 , 2 0 1 6

Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023
Princ ipa l a t Risk Se c urit ie s

Investment Summary

T rigge r J um p Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

The Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023 (the "securities") can be used:

As an alternative to direct exposure to the underlying index that provides a minimum positive return of 53% if the underlying
index has appreciated or has not depreciated at all over the term of the securities and offers an uncapped 1-to-1 participation
in the underlying index appreciation of greater than 53%;

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

To obtain limited protection against the loss of principal in the event of a decline of the underlying index over the term of the
securities, but only if the final index value is gre a t e r t ha n or e qua l t o t he dow nside t hre shold le ve l.

If the final index value is less than the downside threshold level, the securities are exposed on a 1:1 basis to the percentage
decline of the final index value from the initial index value. Accordingly, investors may lose their entire initial investment in the
securities.

M a t urit y:
6 years
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U pside pa ym e nt :
$530 per security (53% of the stated principal amount)
Dow nside t hre shold le ve l:
70%
M inim um pa ym e nt a t
None. Investors may lose their entire initial investment in the securities.
m a t urit y:
I nt e re st :
None

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less
than $1,000. We estimate that the value of each security on the pricing date is $985.90.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the upside payment and the downside threshold level, we use an
internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the
issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of
the economic terms of the securities would be more favorable to you.

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

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to the underlying index, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-

October 2017
Page 2
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023
Princ ipa l a t Risk Se c urit ie s

offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the
costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of
up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent
changes in market conditions, including those related to the underlying index, and to our secondary market credit spreads, it would
do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage
account statements.

MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may cease doing
so at any time.
October 2017
Page 3
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023
Princ ipa l a t Risk Se c urit ie s

Key Investment Rationale

This 6-year investment does not pay interest but offers a minimum positive return of 53% if the underlying index appreciates or
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does not depreciate at all over the term of the securities, an uncapped 1-to-1 participation in any underlying index appreciation of
greater than 53%, and limited protection against a decline in the underlying index of up to 30%. However, if, as of the valuation
date, the value of the underlying index has declined by more than 30% from the initial index value, the payment at maturity per
security will be less than $700, and could be zero.

U pside Sc e na rio
If the final index value is greater than or equal to the initial index value, the payment at maturity for
each security will be equal to $1,000 plus the greater of (i) $1,000 times the index percent change and (ii)
the upside payment of $530.
Pa r Sc e na rio
If the final index value is less than the initial index value but greater than or equal to the downside
threshold level, which means that the underlying index has depreciated by no more than 30% from its
initial index value, the payment at maturity will be $1,000 per security.
Dow nside
If the final index value is less than the downside threshold level, which means that the underlying index
Sc e na rio
has depreciated by more than 30% from its initial index value, you will lose 1% for every 1% decline in the
value of the underlying index from the initial index value (e.g., a 50% depreciation in the underlying index
will result in a payment at maturity of $500 per security).
October 2017
Page 4
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023
Princ ipa l a t Risk Se c urit ie s

How the Trigger Jump Securities Work

Pa yoff Dia gra m

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

St a t e d princ ipa l a m ount :
$1,000 per security
U pside pa ym e nt :
$530 per security (53% of the stated principal amount)
Dow nside t hre shold le ve l:
70% of the initial index value (-30% change in final index value
compared with initial index value)

T rigge r J um p Se c urit ie s Pa yoff Dia gra m
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H ow it w ork s

Upside Scenario. If the final index value is greater than or equal to the initial index value, the investor would receive
$1,000 plus the greater of (i) $1,000 times the index percent change and (ii) the upside payment of $530. Under the terms
of the securities, an investor would receive a payment at maturity of $1,530 per security if the final index value has
increased by no more than 53% from the initial index value, and would receive $1,000 plus an amount that represents a 1-
to-1 participation in the appreciation of the underlying index if the final index value has increased from the initial index
value by more than 53%.

Par Scenario. If the final index value is less than the initial index value but is greater than or equal to the downside
threshold level, the investor would receive the $1,000 stated principal amount per security.

Dow nside Scenario. If the final index value is less than the downside threshold level, the payment at maturity would be
less than the stated principal amount of $1,000 by an amount that is proportionate to the full percentage decrease of the
underlying index.

o
For example, if the final index value declines by 50% from the initial index value, the payment at maturity would be
$500 per security (50% of the stated principal amount).

October 2017
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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023
Princ ipa l a t Risk Se c urit ie s

Risk Factors

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

The securities do not pay interest or guarantee any return of principal. The terms of the securities differ from
those of ordinary debt securities in that the securities do not pay interest or guarantee payment of any of the principal amount
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at maturity. At maturity, you will receive for each $1,000 stated principal amount of securities that you hold an amount in cash
based upon the final index value. If the final index value is less than the initial index value but greater than or equal to the
downside threshold level, you will receive only the principal amount of $1,000 per security. However, if the final index value is
less than the downside threshold level, you will receive an amount in cash that is significantly less than the $1,000 stated
principal amount of each security by an amount proportionate to the full decline in the value of the underlying index, and you
will lose a significant portion or all of your investment. There is no minimum payment at maturity on the securities, and,
accordingly, you could lose your entire investment. See "How the Trigger Jump Securities Work" above.

The market price of the securities may be influenced by many unpredictable factors. Several factors, many
of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS &
Co. may be willing to purchase or sell the securities in the secondary market, including:

the value of the underlying index at any time (including in relation to the downside threshold level),

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

dividend rates on the securities underlying the underlying index,

interest and yield rates in the market,

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

the time remaining until the maturity of the securities,

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

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

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

You cannot predict the future performance of the underlying index based on its historical performance. If the final index value
is less than the downside threshold level, you will be exposed on a 1-to-1 basis to the full decline in the final index value
from the initial index value. There can be no assurance that the final index value will be greater than or equal to the initial
index value so that you will receive at maturity an amount that is greater than the $1,000 stated principal amount for each
security you hold, or that you will not lose a significant portion or all of your investment.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he se c urit ie s. You are dependent on our ability to
pay all amounts due on the securities at maturity and therefore you are subject to our credit risk. If we default on our
obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a
result, the market value of the securities prior to maturity will be affected by changes in the

October 2017
Page 6
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023
Princ ipa l a t Risk Se c urit ie s

market's view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads
charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have
no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
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in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available
under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

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

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

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

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon
issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in
the secondary market, absent changes in market conditions, including those related to the underlying index, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those
higher values will also be reflected in your brokerage account statements.

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

October 2017
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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023
Princ ipa l a t Risk Se c urit ie s

The securities w ill not be listed on any securities exchange and secondary trading may be limited. The
securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities.
Morgan Stanley & Co. LLC, which we refer to as MS & Co., may, but is not obligated to, make a market in the securities and,
if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for
transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into
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account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding
any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even
if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other
broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able
to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS &
Co. were to cease making a market in the securities, it is likely that there would be no secondary market for the securities.
Accordingly, you should be willing to hold your securities to maturity.

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

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

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

Hedging and trading activity by our affiliates could potentially adversely affect the value of the
se c urit ie s. One or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging
activities related to the securities (and to other instruments linked to the underlying index or its component stocks), including
trading in the stocks that constitute the underlying index as well as in other instruments related to the underlying index. As a
result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy
may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. Some of our
affiliates also trade the stocks that constitute the

October 2017
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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023
Princ ipa l a t Risk Se c urit ie s

underlying index and other financial instruments related to the underlying index on a regular basis as part of their general
broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could have
increased the initial index value, and, therefore, could have increased the value at or above which the underlying index must
close on the valuation date so that investors do not suffer a significant loss on their initial investment in the securities.
Additionally, such hedging or trading activities during the term of the securities, including on the valuation date, could adversely
affect the value of the underlying index on the valuation date, and, accordingly, the amount of cash an investor will receive at
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maturity, if any.

The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read
the discussion under "Additional Provisions--Tax considerations" in this document and the discussion under "United States
Federal Taxation" in the accompanying product supplement for Jump Securities (together, the "Tax Disclosure Sections")
concerning the U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue Service (the
"IRS") were successful in asserting an alternative treatment, the timing and character of income on the securities might differ
significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the
IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders would be required to accrue
into income original issue discount on the securities every year at a "comparable yield" determined at the time of issuance and
recognize all income and gain in respect of the securities as ordinary income. Additionally, as discussed under "United States
Federal Taxation--FATCA Legislation" in the accompanying product supplement for Jump Securities, the withholding rules
commonly referred to as "FATCA" would apply to the securities if they were recharacterized as debt instruments. The risk that
financial instruments providing for buffers, triggers or similar downside protection features, such as the securities, would be
recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such
features. We do not plan to request a ruling from the IRS regarding the tax treatment of the securities, and the IRS or a court
may not agree with the tax treatment described in the Tax Disclosure Sections.

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

October 2017
Page 9
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023
Princ ipa l a t Risk Se c urit ie s

S&P 500® Index Overview

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

Information as of market close on October 3, 2017:

Bloom be rg t ic k e r sym bol:
SPX
Curre nt I nde x V a lue :
2,534.58
5 2 We e k s Ago:
2,161.20
5 2 We e k H igh (on 1 0 /3 /2 0 1 7 ):
2,534.58
5 2 We e k Low (on 1 1 /4 /2 0 1 6 ):
2,085.18

The following graph sets forth the daily closing values of the underlying index for the period from January 1, 2012 through October
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3, 2017. The related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the
underlying index for each quarter in the same period. The closing value of the underlying index on October 3, 2017 was 2,534.58.
We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The
underlying index has at times experienced periods of high volatility, and you should not take the historical values of the underlying
index as an indication of its future performance.

S& P 5 0 0 ® I nde x
Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 2 t o Oc t obe r 3 , 2 0 1 7
October 2017
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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due October 6, 2023
Princ ipa l a t Risk Se c urit ie s

S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 2

First Quarter
1,416.51
1,277.06
1,408.47
Second Quarter
1,419.04
1,278.04
1,362.16
Third Quarter
1,465.77
1,334.76
1,440.67
Fourth Quarter
1,461.40
1,353.33
1,426.19
2 0 1 3

First Quarter
1,569.19
1,457.15
1,569.19
Second Quarter
1,669.16
1,541.61
1,606.28
Third Quarter
1,725.52
1,614.08
1,681.55
Fourth Quarter
1,848.36
1,655.45
1,848.36
2 0 1 4

First Quarter
1,878.04
1,741.89
1,872.34
Second Quarter
1,962.87
1,815.69
1,960.23
Third Quarter
2,011.36
1,909.57
1,972.29
Fourth Quarter
2,090.57
1,862.49
2,058.90
2 0 1 5

First Quarter
2,117.39
1,992.67
2,067.89
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Document Outline

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