Obligation Morgan Stanley Financial 0% ( US61768CXY82 ) en USD

Morgan Stanley Financial

100 % ⇌

Etas-Unis

US61768CXY82 ( en USD )

01/02/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61768CXY82 en USD 0%, échue

1 000 USD

1 801 000 USD

61768CXY8

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'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61768CXY82, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/02/2024

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61768CXY82, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

424B2 1 dp85891_424b2-ps156.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 2024

$1,801,000

$224.22

J a nua ry 2 0 1 8
Pricing Supplement No. 156
Registration Statement Nos. 333-221595; 333-221595-01
Dated January 29, 2018
Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in International Equities
Market-Linked Notes due February 1, 2024
Ba se d on t he V a lue of 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
The notes are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley.
The notes will pay no interest and will have the terms described in the accompanying product supplement, index supplement and prospectus, as
supplemented and modified by this document. At maturity, we will pay per note the stated principal amount of $1,000 plus a supplemental
redemption amount, if any, based on the value of the underlying index on the determination date. These long-dated notes are for investors who
are concerned about principal risk but seek an equity index-based return, and who are willing to forgo current income in exchange for the
repayment of principal at maturity plus the potential to receive a supplemental redemption amount, if any. 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 not 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.
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 note
St a t e d princ ipa l a m ount :
$1,000 per note
Aggre ga t e princ ipa l a m ount :
$1,801,000
Pric ing da t e :
January 29, 2018
Origina l issue da t e :
January 31, 2018 (2 business days after the pricing date)
M a t urit y da t e :
February 1, 2024
I nt e re st :
None
U nde rlying inde x :
EURO STOXX 50® Index
Pa ym e nt a t m a t urit y:
The payment due at maturity per $1,000 stated principal amount will equal:
$1,000 + supplemental redemption amount, if any.
The payment due at maturity will not be less than $1,000 per note regardless of the performance of the
underlying index.
Supple m e nt a l re de m pt ion
(i) $1,000 times (ii) the index percent change times (iii) the participation rate, provided that the
a m ount :
supplemental redemption amount will not be less than $0.
Pa rt ic ipa t ion ra t e :
127%
M a x im um pa ym e nt a t m a t urit y: None
I nde x pe rc e nt c ha nge :
(final index value initial index value) / initial index value
I nit ia l inde x va lue :
3,643.04, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the determination date
De t e rm ina t ion da t e :
January 29, 2024, subject to postponement for non-index business days and certain market disruption
events
CU SI P:
61768CXY8
I SI N :
US61768CXY82
List ing:
The notes 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
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Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he pric ing
$946.40 per note. See "Investment Summary" beginning on page 2.
da t e :
Com m issions a nd issue pric e :
Pric e t o public (1)
Age nt 's c om m issions a nd
Proc e e ds t o us (3)
fe e s (2)
Pe r not e
$1,000
$35
$965
T ot a l
$1,801,000
$63,035
$1,737,965
(1) The price to public for investors purchasing the notes in the fee-based advisory accounts will be $970 per note.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $35 for each note they sell;
provided that dealers selling to investors purchasing the notes in fee-based advisory accounts will receive a sales commission of $5 per note. 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 for equity-linked notes.
(3) See "Use of proceeds and hedging" on page 11.

T he not e 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 5 .

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
not e 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 not e 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 N ot e 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 Equit y -Link e d N ot e s da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt da t e d N ove m be r 1 6 ,
2 0 1 7

Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC

Market-Linked Notes due February 1, 2024
Based on the Value of the EURO STOXX 50® Index
Investment Summary

M a rk e t -Link e d N ot e s

The Market-Linked Notes due February 1, 2024 Based on the Value of the EURO STOXX 50® Index (the "notes") offer 127%
participation in the positive performance of the underlying index. The notes provide investors:

an opportunity to gain exposure to the EURO STOXX 50® Index

the repayment of principal at maturity, subject to our creditworthiness

127% participation in any appreciation of the underlying index over the term of the notes

no exposure to any decline of the underlying index if the notes are held to maturity

At maturity, if the underlying index has depreciated or has not appreciated at all, you will receive the stated principal amount of
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$1,000 per note, without any positive return on your investment. All payments on the notes, including the repayment of principal at
maturity, are subject to our credit risk.

M a t urit y:
Approximately 6 years
Pa rt ic ipa t ion ra t e :127%
I nt e re st :
None

The original 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 pricing date is less than $1,000. We
estimate that the value of each note on the pricing date is $946.40.

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-
based component linked to the underlying index. The estimated value of the notes 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 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 pricing 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 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-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 6 months following the issue 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 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 notes, and, if it once chooses to make a market, may cease doing so
at any time.

January 2018
Page 2
Morgan Stanley Finance LLC

Market-Linked Notes due February 1, 2024
Based on the Value of the EURO STOXX 50® Index
Key Investment Rationale

Market-Linked Notes offer investors exposure to the performance of equities or equity indices and provide for the repayment of
principal at maturity. They are for investors who are concerned about principal risk but seek an equity index-based return, and who
are willing to forgo yield in exchange for the repayment of principal at maturity plus the potential to receive a supplemental
redemption amount, if any, based on the performance of the underlying index.

Re pa ym e nt of Princ ipa l The notes offer investors 127% upside exposure to the performance of the underlying index, while
providing for the repayment of principal in full at maturity.

U pside Sc e na rio
The underlying index increases in value, and, at maturity, the notes pay the stated principal amount
of $1,000 plus 127% of the appreciation of the underlying index. There is no limitation on the
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appreciation potential.

Pa r Sc e na rio
The underlying index declines or does not appreciate in value, and, at maturity, the notes pay only
the stated principal amount of $1,000.
January 2018
Page 3
Morgan Stanley Finance LLC

Market-Linked Notes due February 1, 2024
Based on the Value of the EURO STOXX 50® Index
Hypothetical Payout on the Notes

At maturity, for each $1,000 stated principal amount of notes that you hold, you will receive the stated principal amount of $1,000
plus a supplemental redemption amount, if any. The supplemental redemption amount will be calculated on the determination date
as follows:

(i) $1,000 times (ii) the index percent change times (iii) the participation rate.

The payment due at maturity will not be less than $1,000 per note regardless of the performance of the underlying index.

The table below illustrates the payment at maturity for each note for a hypothetical range of index percent change and does not
cover the complete range of possible payouts at maturity. The table assumes a hypothetical initial index value of 3,500 and reflects
the participation rate of 127%. The actual initial index value is set forth on the cover page of this document.

I nde x pe rc e nt
Fina l inde x va lue St a t e d princ ipa l
Supple m e nt a l
Pa ym e nt a t
Re t urn on $ 1 ,0 0 0
c ha nge
a m ount
re de m pt ion
m a t urit y
not e
a m ount
100.00%
7,000.00
$1,000
$1,270.00
$2,270.00
127.00%
90.00%
6,650.00
$1,000
$1,143.00
$2,143.00
114.30%
80.00%
6,300.00
$1,000
$1,016.00
$2,016.00
101.60%
70.00%
5,950.00
$1,000
$889.00
$1,889.00
88.90%
60.00%
5,600.00
$1,000
$762.00
$1,762.00
76.20%
50.00%
5,250.00
$1,000
$635.00
$1,635.00
63.50%
40.00%
4,900.00
$1,000
$508.00
$1,508.00
50.80%
30.00%
4,550.00
$1,000
$381.00
$1,381.00
38.10%
20.00%
4,200.00
$1,000
$254.00
$1,254.00
25.40%
10.00%
3,850.00
$1,000
$127.00
$1,127.00
12.70%
0.00%
3,500.00
$1,000
$0.00
$1,000
0.00%
-10.00%
3,150.00
$1,000
$0.00
$1,000
0.00%
-20.00%
2,800.00
$1,000
$0.00
$1,000
0.00%
-30.00%
2,450.00
$1,000
$0.00
$1,000
0.00%
-40.00%
2,100.00
$1,000
$0.00
$1,000
0.00%
-50.00%
1,750.00
$1,000
$0.00
$1,000
0.00%
-60.00%
1,400.00
$1,000
$0.00
$1,000
0.00%
-70.00%
1,050.00
$1,000
$0.00
$1,000
0.00%
-80.00%
700.00
$1,000
$0.00
$1,000
0.00%
-90.00%
350.00
$1,000
$0.00
$1,000
0.00%
-100.00%
0.00
$1,000
$0.00
$1,000
0.00%
January 2018
Page 4
Morgan Stanley Finance LLC

Market-Linked Notes due February 1, 2024
Based on the Value of the EURO STOXX 50® Index
Risk Factors

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

The notes do not pay interest and may not pay more than the stated principal amount at maturity. If the
index percent change is less than or equal to 0%, you will receive only the stated principal amount of $1,000 for each note you
hold at maturity. As the notes do not pay any interest, if the underlying index does not appreciate sufficiently over the term of
the notes, the overall return on the notes (the effective yield to maturity) may 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 supplemental redemption amount, if any, based on the performance of the
underlying index.

The market price of the notes w ill be influenced by many unpredictable factors. Several factors 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, including the value of the underlying index at any time and, in particular, on the determination date, the
volatility (frequency and magnitude of changes in value) of the underlying index, dividend rate on the stocks underlying the
index, interest and yield rates in the market, time remaining until the notes mature, geopolitical conditions and economic,
financial, political, regulatory or judicial events that affect the underlying index or equities markets generally and which may
affect the final index value 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 notes will be affected by the other factors
described above. The value of the underlying index may be, and has recently been, volatile, and we can give you no assurance
that the volatility will lessen. See "EURO STOXX 50® Index Overview" below. You may receive less, and possibly significantly
less, than the stated principal amount per note if you try to sell your notes prior to maturity.

There are risks associated w ith investments in securities linked to the value of foreign equity
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. 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 between countries.

The notes 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 not e s. You are dependent on our ability to pay all
amounts due on the notes at maturity and therefore you are subject to our credit risk. The notes are not guaranteed by any
other entity. 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 the credit spreads charged by the
market for taking our credit risk is likely to adversely affect the market value of the notes.

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
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 notes is not linked to the value of the underlying index at any time other
t ha n t he de t e rm ina t ion da t e . The final index value will be based on the index closing value on the determination date,
subject to postponement for non-index business days and certain market disruption events. Even if the value of the underlying
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index

January 2018
Page 5
Morgan Stanley Finance LLC

Market-Linked Notes due February 1, 2024
Based on the Value of the EURO STOXX 50® Index
appreciates prior to the determination date but then drops by the determination date, the payment at maturity may 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 notes may be higher than the index closing value on the determination date, the payment at maturity will be based
solely on the index closing value on the determination 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 not e 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 not e s, c a use t he e st im a t e d va lue of t he not e 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 notes 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 notes in the original 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 6 months following the issue 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 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 notes is determined by reference to our pricing and valuation models, w hich
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 pricing 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 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 notes will be influenced by many unpredictable factors" above.

Adjustments to the underlying index could adversely affect the value of the notes. The publisher of the
underlying index can add, delete or substitute the stocks underlying the index, and can make other methodological changes
required by 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 notes. 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 index. MS & Co. could have an economic interest that is
different than that of investors in the notes 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 on such determination date, the index closing value on the determination date will be an amount based on the values of
the stocks underlying the discontinued index at the time of such discontinuance, without rebalancing or substitution, computed
by MS & Co, as calculation agent, in accordance with the formula for calculating the index closing value last in effect prior to
discontinuance of the underlying index.

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Investing in the notes is not equivalent to investing in the underlying index. Investing in the notes is not
equivalent to investing in the underlying index or its component stocks. As an investor in the notes, you 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. See "Hypothetical Payout on the Notes" above.

The notes w ill not be listed on any securities exchange and secondary trading may be limited.
Ac c ordingly, you should be w illing t o hold your not e s for t he e nt ire 6 -ye a r t e rm of t he not e s. The notes will
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS & Co. may,
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

January 2018
Page 6
Morgan Stanley Finance LLC

Market-Linked Notes due February 1, 2024
Based on the Value of the EURO STOXX 50® Index
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.

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 not e s. As calculation agent, MS & Co. has determined the initial index value, will
determine the final index value and will calculate the amount of cash you will receive 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 index or calculation of the index closing value in the event of a discontinuance of the underlying index. 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--Supplemental Redemption Amount," "--Calculation Agent
and Calculations," "--Alternate Exchange Calculation in the Case of an Event of Default" and "--Discontinuance of Any
Underlying Index; Alteration of Method of Calculation" in the accompanying product supplement for equity-linked notes. In
addition, MS & Co. has determined the estimated value of the notes on the pricing date.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the notes.
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 (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 notes, and the hedging strategy may involve greater and
more frequent dynamic adjustments to the hedge as the determination date approaches. Some of our affiliates also trade the
stocks that constitute the 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 determination date before you would receive at maturity a payment that exceeds the stated
principal amount of the notes. Additionally, such hedging or trading activities during the term of the notes, including on the
determination date, could adversely affect the closing value of the underlying index on the determination date, and, accordingly,
the amount of cash an investor will receive at maturity.

January 2018
Page 7
Morgan Stanley Finance LLC

Market-Linked Notes due February 1, 2024
Based on the Value of the EURO STOXX 50® Index
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EURO STOXX 50® Index Overview

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG.
Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at December 31,
1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600
Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and
represent the largest companies across all market sectors. For additional information about the EURO STOXX 50® Index, see the
information set forth under "EURO STOXX 50® Index" in the accompanying index supplement.

Information as of market close on January 29, 2018:

Bloom be rg T ic k e r Sym bol:
SX5E
Curre nt I nde x V a lue :
3,643.04
5 2 We e k s Ago:
3,262.72
5 2 We e k H igh (on
3,697.40
1 1 /1 /2 0 1 7 ):
5 2 We e k Low (on
3,230.68
1 /3 1 /2 0 1 7 ):

The following graph sets forth the daily index closing values of the underlying index for each quarter in the period from January 1,
2013 through January 29, 2018. 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 index closing value of the underlying index on
January 29, 2018 was 3,643.04. 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. You should not take the
historical values of the underlying index as an indication of its future performance, and no assurance can be given as to the index
closing value of the underlying index on the determination date.

EU RO ST OX X 5 0 ® I nde x Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 3 t o J a nua ry 2 9 , 2 0 1 8
January 2018
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Morgan Stanley Finance LLC

Market-Linked Notes due February 1, 2024
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Based on the Value of the EURO STOXX 50® Index
EU RO ST OX X 5 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 3

First Quarter
2,749.27
2,570.52
2,624.02
Second Quarter
2,835.87
2,511.83
2,602.59
Third Quarter
2,936.20
2,570.76
2,893.15
Fourth Quarter
3,111.37
2,902.12
3,109.00
2 0 1 4

First Quarter
3,172.43
2,962.49
3,161.60
Second Quarter
3,314.80
3,091.52
3,228.24
Third Quarter
3,289.75
3,006.83
3,225.93
Fourth Quarter
3,277.38
2,874.65
3,146.43
2 0 1 5

First Quarter
3,731.35
3,007.91
3,697.38
Second Quarter
3,828.78
3,424.30
3,424.30
Third Quarter
3,686.58
3,019.34
3,100.67
Fourth Quarter
3,506.45
3,069.05
3,267.52
2 0 1 6

First Quarter
3,178.01
2,680.35
3,004.93
Second Quarter
3,151.69
2,697.44
2,864.74
Third Quarter
3,091.66
2,761.37
3,002.24
Fourth Quarter
3,290.52
2,954.53
3,290.52
2 0 1 7

First Quarter
3,500.93
3,230.68
3,500.93
Second Quarter
3,658.79
3,409.78
3,441.88
Third Quarter
3,594.85
3,388.22
3,594.85
Fourth Quarter
3,697.40
3,503.96
3,503.96
2 0 1 8

First Quarter (through January 29, 2018)
3,672.29
3,490.19
3,643.04

"EURO STOXX 50®" and "STOXX®" are registered trademarks of STOXX Limited. For more information, see "EURO STOXX 50®
Index" in the accompanying index supplement.

January 2018
Page 9
Morgan Stanley Finance LLC

Market-Linked Notes due February 1, 2024
Based on the Value of the EURO STOXX 50® Index
Additional Information About the Notes

Please read this information in conjunction with the summary terms on the front cover of this document.

Addit iona l Provisions:
U nde rlying inde x publishe r: STOXX Limited
De nom ina t ions:
$1,000 and integral multiples thereof
I nt e re st :
None
Bull or be a r not e s:
Bull notes
Ca ll right :
The notes are not callable prior to the maturity date
Post pone m e nt of m a t urit y
If the determination date is postponed so that it falls less than two business days prior to the
da t e :
scheduled maturity date, the maturity date will be postponed to the second business day
following the determination date as postponed.
Equit y-link e d not e s:
All references to "equity-linked notes" or related terms in the accompanying product supplement
for equity-linked notes shall be deemed to refer to market-linked notes when read in conjunction
with this document.:
M inim um t ic k e t ing size :
$1,000 / 1 note
T rust e e :
The Bank of New York Mellon
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Ca lc ula t ion a ge nt :
MS & Co.
T a x c onside ra t ions:
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" for the notes is a rate of 3.3665% per annum, compounded semi-
annually. Based on the comparable yield set forth above, the "projected payment schedule" for
a note (assuming an issue price of $1,000) consists of a single projected amount equal to
$1,221.9412 due at maturity. You should read the discussion under "United States Federal
Taxation" in the accompanying product supplement concerning the U.S. federal income tax
consequences of an investment in the notes.

The following table states the amount of original issue discount ("OID") (without taking into
account any adjustment to reflect the difference, if any, between the actual and the projected
amount of the contingent payment on a note) that will be deemed to have accrued with respect
to a note for each accrual period (assuming a day count convention of 30 days per month and
360 days per year), based upon the comparable yield set forth above.

T OT AL OI D DEEM ED
T O H AV E ACCRU ED
OI D DEEM ED T O
FROM ORI GI N AL
ACCRU E DU RI N G
I SSU E DAT E (PER
ACCRU AL PERI OD
N OT E) AS OF EN D OF
ACCRU AL PERI OD
(PER N OT E)
ACCRU AL PERI OD

Original Issue Date through June 30, 2018
$14.0271
$14.0271

July 1, 2018 through December 31, 2018
$17.0686
$31.0957

January 1, 2019 through June 30, 2019
$17.3559
$48.4516

July 1, 2019 through December 31, 2019
$17.6481
$66.0997

January 1, 2020 through June 30, 2020
$17.9451
$84.0448

July 1, 2020 through December 31, 2020
$18.2472
$102.2920

January 1, 2021 through June 30, 2021
$18.5543
$120.8463

July 1, 2021 through December 31, 2021
$18.8666
$139.7129

January 1, 2022 through June 30, 2022
$19.1842
$158.8971

July 1, 2022 through December 31, 2022
$19.5071
$178.4042

January 1, 2023 through June 30, 2023
$19.8355
$198.2397

July 1, 2023 through December 31, 2023
$20.1694
$218.4091

January 1, 2024 through the Maturity Date
$3.5321
$221.9412

T he c om pa ra ble yie ld a nd t he proje c t e d pa ym e nt sc he dule a re not provide d
for a ny purpose ot he r t ha n

January 2018
Page 10
Morgan Stanley Finance LLC

Market-Linked Notes due February 1, 2024
Based on the Value of the EURO STOXX 50® Index

t he de t e rm ina t ion of U .S. H olde rs' a c c rua ls of OI D a nd a djust m e nt s t he re t o in
re spe c t of t he not e s for U .S. fe de ra l inc om e t a x purpose s, a nd w e m a k e no
re pre se nt a t ion re ga rding t he a c t ua l a m ount of t he pa ym e nt t ha t w ill be m a de
on a not e .

If you are a non-U.S. investor, please also read the section of the accompanying product
supplement called "United States Federal Taxation--Tax Consequences to Non-U.S. Holders."

As discussed in the accompanying product supplement, Section 871(m) of the Internal Revenue
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Document Outline

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