Obligation Morgan Stanley Financial 0% ( US61768CVQ76 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61768CVQ76 ( en USD )

30/06/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61768CVQ76 en USD 0%, échue

1 000 USD

15 148 000 USD

61768CVQ7

N/A

A1 ( Qualité moyenne supérieure )

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'émission obligataire référencée sous le code ISIN US61768CVQ76, également identifiée par son code CUSIP 61768CVQ7, constituait une composante du portefeuille de dettes de Morgan Stanley Finance, une entité émettrice de premier plan rattachée à Morgan Stanley, l'une des institutions financières mondiales les plus influentes. Basée aux États-Unis, Morgan Stanley excelle dans une gamme étendue de services, incluant la banque d'investissement, le courtage institutionnel, la gestion de patrimoine et la gestion d'actifs, servant une clientèle diversifiée à l'échelle internationale. Cette obligation, libellée en dollars américains (USD) et émise depuis les États-Unis, présentait une caractéristique notable avec un taux d'intérêt nominal de 0%, impliquant une structure à coupon zéro ou similaire, tout en spécifiant une fréquence de paiement semestrielle, une convention technique pour de nombreux instruments de dette. Avec une taille totale d'émission s'élevant à 15 148 000 USD et un seuil minimal d'acquisition fixé à 1 000 USD, elle était conçue pour une accessibilité relative sur le marché où son prix affiché était de 100% de sa valeur nominale. Arrivée à maturité le 30 juin 2023, il est crucial de souligner que cette obligation a été entièrement remboursée à cette date, confirmant la solvabilité et le respect des engagements de l'émetteur. La confiance du marché envers cette émission était par ailleurs étayée par une solide notation de A1 attribuée par l'agence de notation Moody's, reflétant une qualité de crédit élevée pour Morgan Stanley Finance.

424B2 1 dp84635_424b2-ps55.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Market-Linked Notes due 2023

$15,148,000

$1,885.93

Pricing Supplement No. 55
Registration Statement Nos. 333-221595; 333-221595-01
Dated December 27, 2017
Filed Pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC $15,148,000 Market-Linked Notes
Linked to a Basket of International Indices due June 30, 2023
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
I nve st m e nt De sc ript ion
These Market-Linked Notes (the "Notes") are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance
LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The Notes provide a return at maturity linked to
the performance of a weighted basket of international indices (the "Basket"), consisting of the EURO STOXX 50® Index, the
FTSE® 100 Index, the Nikkei 225 Index, the Swiss Market Index, the S&P/ASX 200 Index and the Hang Seng Index, each of
which we refer to as an "Underlier." If the Basket Return is positive over the term of the Notes, MSFL will pay you at maturity the
principal amount plus a return equal to the product of (i) the principal amount multiplied by (ii) the Basket Return multiplied by (iii)
the Participation Rate, which is 124%. If the Basket Return is zero or negative over the term of the Notes, MSFL will pay you at
maturity only your principal amount. These long-dated Notes are for investors who are concerned about principal risk but seek an
equity basket-based return and who are willing to forgo current income in exchange for the repayment of principal at maturity plus
the potential to receive an enhanced return based on the appreciation of the Basket. I nve st ing in t he N ot e s involve s
signific a nt risk s. Y ou w ill not re c e ive int e re st or divide nd pa ym e nt s during t he t e rm of t he N ot e s. Y ou m a y
re c e ive lit t le or no re t urn on your inve st m e nt in t he N ot e s. M SFL w ill re pa y your full princ ipa l a m ount only
if you hold t he N ot e s t o m a t urit y. The Notes 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 N ot e 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.
Fe a t ure s
K e y Da t e s
Trade Date
December 27, 2017
Enhanced Grow th Potential -- If the Basket Return is
Original Issue Date
December 29, 2017
positive over the term of the Notes, the Participation Rate
Determination Date*
June 27, 2023
feature will provide leveraged exposure to any positive
Maturity Date*
June 30, 2023
Basket Return, and MSFL will pay you at maturity the
* Subject to postponement in the event of a Market Disruption
principal amount plus a return equal to the principal amount
Event or for non-Index Business Days. See "--Description of
multiplied by the Basket Return multiplied by the
Equity-Linked Notes--Market Disruption Event" and "--
Participation Rate.
Summary--Postponement of maturity date" in the
No Dow nside Market Exposure at Maturity -- If
accompanying product supplement.
you hold the Notes to maturity, MSFL will pay you at least
your full principal amount, regardless of the performance of
the Basket. Any payment on the Notes, including any
repayment of principal, is subject to our creditworthiness.
N OT I CE T O I N V EST ORS: Y OU M AY RECEI V E ON LY Y OU R PRI N CI PAL AM OU N T AT M AT U RI T Y AN D Y OU M AY
N OT RECEI V E AN Y RET U RN ON T H E N OT ES. T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E CREDI T RI SK
I N H EREN T I N PU RCH ASI N G A DEBT OBLI GAT I ON OF OU RS. Y OU SH OU LD N OT PU RCH ASE T H E N OT ES I F
Y OU DO N OT U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S I N V OLV ED I N
I N V EST I N G I N T H E N OT ES. T H E N OT ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES EX CH AN GE.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER ``K EY RI SK S'' BEGI N N I N G ON PAGE 5
OF T H I S PRI CI N G SU PPLEM EN T I N CON N ECT I ON WI T H Y OU R PU RCH ASE OF T H E N OT ES. EV EN T S
RELAT I N G T O AN Y OF T H OSE RI SK S, OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT
T H E M ARK ET V ALU E OF, AN D T H E RET U RN ON , Y OU R N OT ES.
N ot e Offe ring
This pricing supplement relates to Market-Linked Notes Linked to a Basket of International Indices. The Notes are offered at a
minimum investment of $1,000, or 1 Note, and integral multiples of $1,000 in excess thereof.
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I nit ia l
Ba sk e t
I nit ia l
Ba sk e t
Pa rt ic ipa t ion
Ba sk e t
We ight ing
Le ve l
Le ve l
Ra t e
CU SI P
I SI N
EURO STOXX 50® Index (Bloomberg
40%
3,550.17
ticker: SX5E)
FTSE® 100 Index (Bloomberg ticker: UKX)
20%
7,620.68
Nikkei 225 Index (Bloomberg ticker: NKY)
20%
22,911.21
100
124%
61768CVQ7 US61768CVQ76
Swiss Market Index (Bloomberg ticker:
7.5%
9,430.44
SMI)
S&P/ASX 200 Index (Bloomberg ticker:
7.5%
6,069.873
AS51)
Hang Seng Index (Bloomberg ticker: HSI)
5%
29,597.66
Se e "Addit iona l I nform a t ion a bout M orga n St a nle y, M SFL a nd t he N ot e s" on pa ge 2 . T he N ot e s w ill ha ve
t he t e rm s se t fort h in 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 a nd t his
pric ing supple m e nt .
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Notes or
passed upon the adequacy or accuracy of this pricing supplement or the accompanying product supplement, index supplement
and prospectus. Any representation to the contrary is a criminal offense. The Notes are not deposits or savings accounts and
are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they
obligations of, or guaranteed by, a bank.
Est im a t e d va lue on t he
$952.50 per Note. See "Additional Information about Morgan Stanley and the Notes" on page 2.
T ra de Da t e

Pric e t o Public
U nde rw rit ing Disc ount (1)
Proc e e ds t o U s(2)
Per Note
$1,000
$35
$965
Total
$15,148,000
$530,180
$14,617,820
(1) UBS Financial Services Inc., acting as dealer, will receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of
$35 for each Note it sells. For more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 26 of this
pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 25.
The agent for this offering, Morgan Stanley & Co. LLC, is our affiliate and a wholly owned subsidiary of Morgan Stanley. See "Supplemental
Plan of Distribution; Conflicts of Interest" beginning on page 26 of this pricing supplement.
M orga n St a nle y
U BS Fina nc ia l Se rvic e s I nc .

Addit iona l I nform a t ion a bout M orga n St a nle y, M SFL a nd t he N ot e s
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by a product supplement
and an index supplement) with the SEC for the offering to which this communication relates. In connection with your investment,
you should read the prospectus in that registration statement, the product supplement, the index supplement and any other
documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about
Morgan Stanley, MSFL and this offering. You may get these documents for free by visiting EDGAR on the SEC website
at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in this offering will arrange to
send you the prospectus, the product supplement and the index supplement if you so request by calling toll-free 1-(800)-584-6837.

You may access the accompanying product supplement, index supplement and prospectus on the SEC website at.www.sec.gov as
follows:

Product supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011251/dp82807_424b2-equitylnps.htm

Index supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011283/dp82797_424b2-indexsupp.htm

Prospectus dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011237/dp82798_424b2-base.htm

References to "MSFL" refer only to MSFL, references to "Morgan Stanley," refer only to Morgan Stanley and references to "we,"
"our" and "us" refer to MSFL and Morgan Stanley collectively. In this document, the "Notes" refers to the Market-Linked Notes that
https://www.sec.gov/Archives/edgar/data/895421/000095010317012898/dp84635_424b2-ps55.htm[12/29/2017 1:21:33 PM]

are offered hereby. Also, references to the accompanying "prospectus", "product supplement" and "index supplement" mean the
prospectus filed by MSFL and Morgan Stanley dated November 16, 2017, the product supplement filed by MSFL and Morgan
Stanley dated November 16, 2017 and the index supplement filed by MSFL and Morgan Stanley dated November 16, 2017,
respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying
product supplement, index supplement and prospectus. We have not authorized anyone to provide you with different information.
We are not making an offer of these Notes in any state where the offer is not permitted. You should not assume that the
information in this pricing supplement or the accompanying product supplement, index supplement and prospectus is accurate as of
any date other than the date on the front of this document.

If the terms discussed in this pricing supplement differ from those discussed in the product supplement, index supplement or
prospectus, the terms contained in this pricing supplement will control.

The Issue Price of each Note is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the
Notes, which are borne by you, and, consequently, the estimated value of the Notes on the Trade Date is less than $1,000. We
estimate that the value of each Note on the Trade Date is $952.50.

What goes into the estimated value on the Trade Date?

In valuing the Notes on the Trade Date, we take into account that the Notes comprise both a debt component and a performance-
based component linked to the Underliers. The estimated value of the Notes is determined using our own pricing and valuation
models, market inputs and assumptions relating to the Underliers, instruments based on the Underliers, 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 Notes?

In determining the economic terms of the Notes, including the Participation Rate, 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 Notes
would be more favorable to you.

What is the relationship between the estimated value on the Trade Date and the secondary market price of the Notes?

The price at which MS & Co. purchases the Notes in the secondary market, absent changes in market conditions, including those
related to the Underliers, may vary from, and be lower than, the estimated value on the Trade 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 Notes are not fully deducted upon issuance, for a period of up to 12 months following the Settlement Date, to the
extent that MS & Co. may buy or sell the Notes in the secondary market, absent changes in market conditions, including those
related to the Underliers, 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. currently intends, but is not obligated, to make a market in the Notes and, if it once chooses to make a market, may
cease doing so at any time.

I nve st or Suit a bilit y
T he N ot e s m a y be suit a ble for you if:
T he N ot e s m a y not be suit a ble for you if:

¨ You fully understand the risks inherent in an investment in
¨ You do not fully understand the risks inherent in an
the Notes, including the risk of receiving little or no return
investment in the Notes, including the risk of receiving little
on your investment.
or no return on your investment.

¨ You seek exposure to the upside performance of the Basket,
¨ You believe that the level of the Basket will decline over the
and believe that it will appreciate over the term of the
term of the Notes.
Notes.

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¨ You do not understand the characteristics of the Underliers.
¨ You understand the characteristics of the Underliers.

¨ You cannot tolerate the possibility of receiving only the
¨ You can tolerate receiving only your principal amount at
principal amount if the Basket remains unchanged or
maturity if the Basket remains unchanged or declines over
declines over the term of the Notes.
the term of the Notes.

¨ You cannot tolerate fluctuations in the price of the Notes
¨ You can tolerate fluctuations in the price of the Notes prior
prior to maturity that may cause the market value of the
to maturity that may cause the market value of the Notes to
Notes to decline below the price you paid for your Notes.
decline below the price you paid for your Notes.

¨ You are unwilling to invest in the Notes based on the
¨ You are willing to invest in the Notes based on the
Participation Rate of 124%.
Participation Rate of 124%.

¨ You seek a current income from your investment or prefer to
¨ You do not seek current income from your investment and
receive the dividends paid on the constituent stocks of the
are willing to forgo dividends paid on any of the constituent
Underliers.
stocks of the Underliers.

¨ You are unable or unwilling to hold the Notes to maturity, as
¨ You are willing to hold the Notes to maturity, as set forth on
set forth on the cover of this pricing supplement, or you
the cover of this pricing supplement, and accept that there
seek an investment for which there will be an active
may be little or no secondary market for the Notes.
secondary market.

¨ You understand and are willing to accept the risks
¨ You do not understand or are not willing to accept the risks
associated with the Underliers.
associated with the Underliers.

¨ You are willing to assume our credit risk, and understand
¨ You are not willing or are unable to assume the credit risk
that if we default on our obligations you may not receive any
associated with us for any payment on the Notes, including
amounts due to you including any repayment of principal.
any repayment of principal.

T he inve st or suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he N ot e s a re a
suit a ble inve st m e nt for you w ill de pe nd on your individua l c irc um st a nc e s a nd you should re a c h a n
inve st m e nt de c ision only a ft e r you a nd your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvisors ha ve
c a re fully c onside re d t he suit a bilit y of a n inve st m e nt in t he N ot e s in light of your pa rt ic ula r c irc um st a nc e s.
Y ou should a lso re vie w c a re fully t he se c t ions e nt it le d "K e y Risk s" be ginning on pa ge 5 of t his pric ing
supple m e nt a nd "Risk Fa c t ors" be ginning on S -2 2 of t he a c c om pa nying produc t supple m e nt for risk s
re la t e d t o a n inve st m e nt in t he N ot e s. For m ore inform a t ion a bout t he U nde rlie rs, se e t he inform a t ion se t
fort h unde r "T he EU RO ST OX X 5 0 ® I nde x ," "T he FT SE® 1 0 0 I nde x ," "T he N ik k e i 2 2 5 I nde x ," "T he Sw iss
M a rk e t I nde x ," "T he S& P/ASX 2 0 0 I nde x " a nd "T he H a ng Se ng I nde x " on pa ge s 1 3 , 1 5 , 1 7 , 1 9 , 2 1 a nd 2 3 ,
re spe c t ive ly.

Fina l T e rm s
I nve st m e nt T im e line
Issuer
Morgan Stanley Finance LLC

Guarantor
Morgan Stanley
The Initial Levels are observed, the Initial
Issue Price
$1,000 (1 Note)
Basket Level is set to 100 and the
T ra de Da t e
(per Note)
Participation Rate is set.

Principal
$1,000 per Note

Amount
Term
Approximately 5.5 years
Basket
The Notes are linked to a weighted basket of
indices, each of which we refer to as an
The Final Basket Level and Basket Return
"Underlier," as follows:
are determined as of the Determination

Date.

EURO STOXX 50® Index 40%
I f t he Ba sk e t Re t urn is gre a t e r t ha n

FTSE® 100 Index
20%
ze ro, MSFL will pay you a cash amount

Nikkei 225 Index
20%
per Note at maturity equal to:

Swiss Market Index
7.5%

S&P/ASX 200 Index
7.5%
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$1,000 + [($1,000 × (Participation Rate

Hang Seng Index
5%
M a t urit y Da t e
× Basket Return)];
Payment at
MSFL will pay you a cash payment at maturity

Maturity
linked to the performance of the Basket during
I f t he Ba sk e t Re t urn is ze ro or
(per Note)
the term of the Notes, as follows:
ne ga t ive , MSFL will pay you the $1,000
I f t he Ba sk e t Re t urn is gre a t e r t ha n
principal amount and you will not receive
ze ro, MSFL will pay you an amount equal to:
any return on your investment.
$1,000 + [($1,000 × (Basket Return ×

Participation Rate)];
In no event will the payment due from
I f t he Ba sk e t Re t urn is ze ro or ne ga t ive ,
MSFL at maturity be less than $1,000 per
MSFL will pay you the $1,000 principal amount
Note.
and you will not receive any return on your

investment.
I N V EST I N G I N T H E N OT ES I N V OLV ES SI GN I FI CAN T
In no event will the payment due from MSFL at
RI SK S. T H E N OT ES DO N OT PAY I N T EREST . Y OU
maturity be less than $1,000 per Note.
M AY RECEI V E LI T T LE OR N O RET U RN ON Y OU R
Participation 124%
I N V EST M EN T I N T H E N OT ES. M SFL WI LL REPAY
Rate
T H E FU LL PRI N CI PAL AM OU N T ON LY I F Y OU H OLD
Basket
Final Basket Level Initial Basket Level
T H E N OT ES T O M AT U RI T Y . AN Y PAY M EN T ON T H E
Return
Initial Basket Level
N OT ES, I N CLU DI N G T H E REPAY M EN T OF
Initial Basket 100
PRI N CI PAL, I S SU BJ ECT T O OU R
Level
CREDI T WORT H I N ESS. I F WE WERE T O DEFAU LT ON
Final Basket On the Determination Date, the Final Basket
OU R PAY M EN T OBLI GAT I ON S, Y OU M AY N OT
Level
Level is calculated as:
RECEI V E AN Y AM OU N T S OWED T O Y OU U N DER T H E
100 × [1 + (SX5E Return × 40%) +
N OT ES AN D Y OU COU LD LOSE Y OU R EN T I RE
(UKX Return × 20%) + (NKY Return × 20%) +
I N V EST M EN T .
(SMI Return × 7.5%) + (AS51 Return × 7.5%) +
(HSI Return × 5%)]
Each of the returns set forth in the formula
above refers to the return of the relevant
Underlier, which represents the percentage
change from the Initial Level for that Underlier to
the Final Level for that Underlier.
DeterminationJune 27, 2023, subject to postponement in the
Date
event of a Market Disruption Event or for non-
Index Business Days.
Initial Level
In the case of the EURO STOXX 50® Index,
3,550.17; in the case of the FTSE® 100 Index,
7,620.68; in the case of the Nikkei 225 Index,
22,911.21; in the case of the Swiss Market Index,
9,430.44; in the case of the S&P/ASX 200 Index,
6,069.873; and in the case of the Hang Seng
Index, 29,597.66; each of which is the Closing
Level of such Underlier on the Trade Date.
Final Level
With respect to each Underlier, the Closing Level
of such Underlier on the Determination Date.
CUSIP / ISIN 61768CVQ7 / US61768CVQ76
Calculation
Morgan Stanley & Co. LLC ("MS & Co.")
Agent

4

K e y Risk s
An investment in the Notes involves significant risks. Some of the risks that apply to the Notes are summarized here, but we urge
you to also read the "Risk Factors" section in the accompanying prospectus and the accompanying product supplement and index
supplement. You should also consult your investment, legal, tax, accounting and other advisers in connection with your investment
in the Notes.

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¨
T he a m ount you re c e ive a t m a t urit y m a y re sult in a re t urn t ha t is le ss t ha n t he yie ld on a st a nda rd de bt
se c urit y of c om pa ra ble m a t urit y -- The return on the Notes at maturity is linked to the performance of the Basket and
depends on whether, and the extent to which, the Basket Return is positive or negative. If the Basket Return is less than or
equal to 0%, MSFL will pay you only the principal amount of $1,000 for each Note you hold at maturity. Accordingly, the return
on your investment in the Notes may be zero and, therefore, less than the amount that would be paid on a conventional debt
security of ours of comparable maturity. Moreover, if the Basket does not appreciate sufficiently over the term of the Notes, the
overall return on the Notes (the effective yield to maturity) may still be less than the amount that would be paid on a
conventional debt security of ours of comparable maturity. The Notes have been designed for investors who are willing to forgo
market floating interest rates in exchange for a return, if any, based on the performance of the Basket.

¨
T he Pa rt ic ipa t ion Ra t e a pplie s only if you hold t he N ot e s t o m a t urit y  You should be willing to hold your Notes
to maturity. If you are able to sell your Notes prior to maturity in the secondary market, the price you receive will likely not
reflect the full economic value of the Participation Rate or the Notes themselves, and the return you realize may be less than
the Basket's Return even if such return is positive. You can receive the full benefit of the Participation Rate from MSFL only if
you hold your Notes to maturity.

¨
N o int e re st pa ym e nt s -- MSFL will not make any interest payments with respect to the Notes.

¨
T he N ot e s a re subje c t t o our c re dit risk , a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o our c re dit ra t ings or
our 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 N ot e s  Investors are dependent on our ability
to pay all amounts due on the Notes at maturity, and, therefore, you are subject to our credit risk and to changes in the
market's view of our creditworthiness. If we default on our obligations under the Notes, your investment would be at risk and
you could lose some or all of your investment. As a result, the market value of the Notes prior to maturity will be affected by
changes in the market's view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in our
credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the Notes.

¨
As a fina nc e subsidia ry, M SFL ha s no inde pe nde nt ope ra t ions a nd w ill ha ve no inde pe nde nt a sse t s. 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
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.

¨
Re pa ym e nt of t he princ ipa l a m ount a pplie s only a t m a t urit y  You should be willing to hold your Notes to maturity.
If you are able to sell your Notes in the secondary market, you may have to sell them at a loss even if the Basket's Return at
the time of sale is positive. You will receive the principal amount of the Notes from MSFL only at maturity, subject to our
creditworthiness.

¨
T he m a rk e t pric e of t he N ot e s w ill be influe nc e d by m a ny unpre dic t a ble fa c t ors  Several factors, many of
which are beyond our control, will influence the value of the Notes in the secondary market and the price at which MS & Co.
may be willing to purchase or sell the Notes in the secondary market (if at all), including:

o
the value of each of the Underliers at any time,

o
the volatility (frequency and magnitude of changes in value) of each of the Underliers,

o
dividend rates on the securities included in the Underliers,

o
interest and yield rates in the market,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Underliers or
equities markets generally and which may affect the Final Levels,

o
time remaining until the Notes mature, and

5

https://www.sec.gov/Archives/edgar/data/895421/000095010317012898/dp84635_424b2-ps55.htm[12/29/2017 1:21:33 PM]

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

Some or all of these factors will influence the terms of the Notes at the time of issuance and the price you will receive if you
are able to sell your Notes prior to maturity, as the Notes are comprised of both a debt component and a performance-based
component linked to the Underliers, and these are the types of factors that also generally affect the values of debt securities
and derivatives linked to the Underliers. Generally, the longer the time remaining to maturity, the more the market price of the
Notes will be affected by the other factors described above. For example, you may have to sell your Notes at a substantial
discount from the principal amount of $1,000 per Note if the values of the Underliers at the time of sale are at, below or
moderately above their Initial Levels or if market interest rates rise. You cannot predict the future performance of the Underliers
based on their historical performance.

¨
Cha nge s in t he va lue s of one or m ore of t he U nde rlie rs m a y offse t c ha nge s in t he va lue s of t he ot he rs
Movements in the values of the Underliers may not correlate with each other. At a time when the values of one or more
Underliers increase, the values of the other Underliers may not increase as much, or may even decline. Therefore, in
calculating the Basket Return, increases in the values of one or more Underliers may be moderated, or wholly offset, by lesser
increases or declines in the values of the other Underliers. This will be further impacted by the different weightings of the
Underliers in the Basket. Changes in the more heavily weighted Underliers will have a greater impact on the value of the
Notes than changes in the lower weighted Underliers.

¨
T he a m ount pa ya ble on t he N ot e s is not link e d t o t he le ve ls of t he U nde rlie rs a t a ny t im e ot he r t ha n t he
De t e rm ina t ion Da t e . The Final Basket Level will be based on the Closing Levels of the Underliers on the Determination
Date, subject to postponement for non-Index Business Days and certain Market Disruption Events. Even if some or all of the
Underliers appreciate prior to the Determination Date but then drop by the Determination Date, the Payment at Maturity may
be significantly less than it would have been had the Payment at Maturity been linked to the levels of the Underliers prior to
such drop. Although the actual levels of the Underliers on the stated Maturity Date or at other times during the term of the
Notes may be higher than their Final Levels, the Payment at Maturity will be based solely on the Closing Levels of the
Underliers on the Determination Date as compared to their Initial Levels.

¨
T he N ot e s a re subje c t t o risk s a ssoc ia t e d w it h inve st m e nt s in se c urit ie s link e d t o t he va lue of fore ign
e quit y se c urit ie s  The Notes are linked to the value of foreign equity securities. Investments in securities linked to the
value of foreign equity securities involve risks associated with the securities markets in those countries, including risks of
volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain
countries. Although the equity securities included in the Underliers are traded in foreign currencies, the value of your Notes (as
measured in U.S. dollars) will not be adjusted for any exchange rate fluctuations. Also, there is generally less publicly available
information about foreign companies than about U.S. companies that are subject to the reporting requirements of the United
States Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting
standards and requirements different from those applicable to U.S. reporting companies. The prices of securities issued in
foreign markets may be affected by political, economic, financial and social factors in those countries, or global regions,
including changes in government, economic and fiscal policies and currency exchange laws. Local securities markets may
trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making
prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ favorably or
unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation,
capital reinvestment, resources, self-sufficiency and balance of payment positions.

¨
I nve st ing in t he N ot e s is not e quiva le nt t o inve st ing in t he U nde rlie rs or t he st oc k s c om posing t he
U nde rlie rs. Investing in the Notes is not equivalent to investing in the Underliers or the stocks that constitute the Underliers.
Investors in the Notes will not have voting rights or rights to receive dividends or other distributions or any other rights with
respect to the stocks that constitute the Underliers. Additionally, the Underliers are not "total return" indices, which, in addition
to reflecting the market prices of the stocks that constitute the Underliers, would also reflect dividends paid on such stocks. The
return on the Notes will not include such a total-return feature.

¨
Adjust m e nt s t o a ny of t he U nde rlie rs c ould a dve rse ly a ffe c t t he va lue of t he N ot e s. The Underlier publisher
for each Underlier is responsible for calculating and maintaining such Underlier. The applicable Underlier publisher may add,
delete or substitute the stocks constituting such Underlier or make other methodological changes required by certain corporate
events relating to the stocks constituting such Underlier, such as stock dividends, stock splits, spin-offs, rights offerings and
extraordinary dividends, that could change the value of the Underlier. The Underlier publisher may discontinue or suspend
calculation or publication of any of the Underliers at any time. In these circumstances, the Calculation Agent will have the sole
discretion to substitute a Successor Underlier that is comparable to the discontinued Underlier, and is permitted to consider
indices that are calculated and published by the Calculation Agent or any of its affiliates. Any of these actions could adversely
affect the value of any of the Underliers and, consequently, the value of the Notes.

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¨
T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r
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 N ot e s in t he
I ssue Pric e re duc e t he e c onom ic t e rm s of t he N ot e s, c a use t he e st im a t e d va lue of t he N ot e s t o be le ss
t ha n t he I ssue Pric e a nd w ill

6

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 Notes in secondary market transactions
will likely be significantly lower than the Issue Price, because secondary market prices will exclude the issuing, selling,
structuring and hedging-related costs that are included in the 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 Notes in the Issue Price and the lower rate we are
willing to pay as issuer make the economic terms of the Notes less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the Notes are not fully deducted upon
issuance, for a period of up to 12 months following the Settlement Date, to the extent that MS & Co. may buy or sell the Notes
in the secondary market, absent changes in market conditions, including those related to the Underliers, 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.

¨
T he e st im a t e d va lue of t he N ot e s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls, 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 Notes than those generated by others,
including other dealers in the market, if they attempted to value the Notes. In addition, the estimated value on the Trade Date
does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
Notes in the secondary market (if any exists) at any time. The value of your Notes at any time after the date of this pricing
supplement 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 Notes will be influenced by many unpredictable factors"
above.

¨
T he N ot e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d -- The
Notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Notes. MS &
Co. currently intends, but is not obligated, to make a market in the Notes 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 Notes, taking into account its bid/offer spread, our credit spreads,
market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining
to maturity and the likelihood that it will be able to resell the Notes. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the Notes easily. Since other broker-dealers may not participate significantly in the
secondary market for the Notes, the price at which you may be able to trade your Notes 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 Notes, it is likely that
there would be no secondary market for the Notes. Accordingly, you should be willing to hold your Notes to maturity.

¨
H e dging a nd t ra ding a c t ivit y by our a ffilia t e s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he N ot e 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 Notes, including trading in the constituent stocks of the Underliers, in futures or options contracts on the Underliers or
the constituent stocks of the Underliers, as well as in other instruments related to the Underliers. As a result, these entities may
be unwinding or adjusting hedge positions during the term of the Notes, and the hedging strategy may involve greater and
more frequent dynamic adjustments to the hedge as the Determination Date approaches. MS & Co. and some of our other
affiliates also trade in the constituent stocks of the Underliers, in futures or options contracts on the constituent stocks of the
Underliers, as well as in other instruments related to the Underliers, 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 Trade Date could have increased the Initial
Levels of the Underliers, and, therefore, could have increased the levels at or above which the Underliers must close on the
Determination Date before you would receive a payment at maturity that exceeds your initial investment in the Notes.
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Additionally, such hedging or trading activities during the term of the Notes, including on the Determination Date, could
adversely affect the Closing Levels of the Underliers on the Determination Date and, accordingly, the amount of cash payable
to an investor at maturity.

¨
Pot e nt ia l c onflic t of int e re st -- As Calculation Agent, MS & Co. has determined the Initial Levels and the Participation
Rate, will determine the Final Levels, the Final Basket Level, the Basket Return and whether any Market Disruption Event has
occurred and will calculate the amount payable at maturity. Moreover, certain determinations made by MS & Co., in its capacity
as Calculation Agent, may require it to exercise discretion and make subjective judgments, such as with respect to the
occurrence or non-occurrence of Market Disruption Events and the selection of a Successor Underlier or calculation of the
Final Basket Level in the event of a discontinuance of an Underlier or a Market Disruption Event. These potentially subjective
determinations may adversely affect the payout to you at maturity. For further information regarding these types of
determinations, see "Description of Equity-Linked Notes--General Terms of the Notes--Some Definitions" and "Description of
Equity-Linked Notes--Discontinuance of Any Underlying Index; Alteration of Method of Calculation" in the

7

accompanying product supplement. In addition, MS & Co. has determined the estimated value of the Notes on the Trade Date.

¨
Pot e nt ia lly inc onsist e nt re se a rc h, opinions or re c om m e nda t ions by M orga n St a nle y, U BS or our or t he ir
re spe c t ive a ffilia t e s -- Morgan Stanley, UBS and our or their respective affiliates publish research from time to time on
financial markets and other matters that may influence the value of the Notes, or express opinions or provide recommendations
that are inconsistent with purchasing or holding the Notes. Any research, opinions or recommendations expressed by Morgan
Stanley, UBS or our or their respective affiliates may not be consistent with each other and may be modified from time to time
without notice. Investors should make their own independent investigation of the merits of investing in the Notes and the
Underliers to which the Notes are linked.

8

H ypot he t ic a l Pa ym e nt s on t he N ot e s a t M a t urit y
T he se e x a m ple s a re ba se d on hypot he t ic a l t e rm s. T he a c t ua l t e rm s a re se t fort h on t he c ove r of t his pric ing
supple m e nt .

The below scenario analysis and examples are provided for illustrative purposes only and are purely hypothetical. They do not
purport to be representative of every possible scenario concerning increases or decreases in the level of the Basket relative to the
Initial Basket Level. We cannot predict the Final Basket Level on the Determination Date. You should not take the scenario
analysis and these examples as an indication or assurance of the expected performance of the Basket. The numbers set forth in
the examples below have been rounded for ease of analysis. The following scenario analysis and examples illustrate the Payment
at Maturity for a $1,000 principal amount of Notes on a hypothetical offering of the Notes, and reflect the Participation Rate of
124% and the following terms:

Investment term:
Approximately 5.5 years
Principal amount:
$1,000
Initial Basket Level:
100
Participation Rate:
124%

Ex a m ple 1 -- T he le ve l of t he Ba sk e t inc re a se s t o a Fina l Ba sk e t Le ve l of 1 2 0 . The Basket Return is calculated as
follows:

(120 100) / 100 = 20%

Because the Basket Return is greater than zero, the Payment at Maturity for each $1,000 principal amount of Notes is calculated
as follows:

$1,000 + [($1,000 × (Basket Return × Participation Rate)]
= $1,000 + [($1,000 × (20% × 124%)]
= $1,000 + $248
= $1,230

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Because the Basket Return is 20%, MSFL will pay you $1,248 for each $1,000 principal amount at maturity.

Ex a m ple 2 -- T he le ve l of t he Ba sk e t decreases t o a Fina l Le ve l of 5 0 . The Basket Return is negative and expressed
as a formula:

Basket Return = (50 100) / 100 = -50.00%

Payment at Maturity = $1,000

Because the Basket Return is less than zero, MSFL will pay you only the $1,000 principal amount at maturity and you will not
receive any positive return on your investment.

9

The table below illustrates the Payment at Maturity for a hypothetical range of Basket Returns and does not cover the complete
range of possible payouts at maturity.

H ypot he t ic a l
Fina l Ba sk e t
Pa rt ic ipa t ion Pa ym e nt a t
Re t urn on $ 1 ,0 0 0
Ba sk e t Re t urn
Le ve l
Princ ipa l Am ount
Ra t e
M a t urit y
N ot e (1)
100%
200
$1,000
124%
$2,240
124.00%
90%
190
$1,000
124%
$2,116
111.60%
80%
180
$1,000
124%
$1,992
99.20%
70%
170
$1,000
124%
$1,868
86.80%
60%
160
$1,000
124%
$1,744
74.40%
50%
150
$1,000
124%
$1,620
62.00%
40%
140
$1,000
124%
$1,496
49.60%
30%
130
$1,000
124%
$1,372
37.20%
20%
120
$1,000
124%
$1,248
24.80%
10%
110
$1,000
124%
$1,124
12.40%
0 %
1 0 0
$ 1 ,0 0 0
N /A
$ 1 ,0 0 0
0 %
-10%
90
$1,000
N/A
$1,000
0%
-20%
80
$1,000
N/A
$1,000
0%
-30%
70
$1,000
N/A
$1,000
0%
-40%
60
$1,000
N/A
$1,000
0%
-50%
50
$1,000
N/A
$1,000
0%
-60%
40
$1,000
N/A
$1,000
0%
-70%
30
$1,000
N/A
$1,000
0%
-80%
20
$1,000
N/A
$1,000
0%
-90%
10
$1,000
N/A
$1,000
0%
-100%
0
$1,000
N/A
$1,000
0%
* The Basket excludes cash dividend payments on stocks included in the Underliers.

(1) The "Hypothetical Return on $1,000 Note" is the number, expressed as a percentage, that results from comparing the Payment
at Maturity per $1,000 principal amount per Note to the purchase price of $1,000 per Note.

10

Wha t Are t he T a x Conse que nc e s of t he N ot e s?
In the opinion of our counsel, Davis Polk & Wardwell LLP, the Notes should be treated as "contingent payment debt instruments"
for U.S. federal income tax purposes, as described in the section of the accompanying product supplement called "United States
Federal Taxation--Tax Consequences to U.S. Holders." Under this treatment, if you are a U.S. taxable investor, you generally will
be subject to annual income tax based on the "comparable yield" (as defined in the accompanying product supplement) of the
Notes, even though no interest is payable on the Notes. In addition, any gain recognized by U.S. taxable investors on the sale or
exchange, or at maturity, of the Notes generally will be treated as ordinary income. We have determined that the "comparable yield"
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Document Outline

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