Obbligazione Morgan Stanley Financial 9.15% ( US61766YCR09 ) in USD

Emittente Morgan Stanley Financial
Prezzo di mercato refresh price now   72 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US61766YCR09 ( in USD )
Tasso d'interesse 9.15% per anno ( pagato 2 volte l'anno)
Scadenza 30/04/2033



Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61766YCR09 en USD 9.15%, scadenza 30/04/2033


Importo minimo 1 000 USD
Importo totale 2 600 000 USD
Cusip 61766YCR0
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Coupon successivo 30/04/2026 ( In 28 giorni )
Descrizione dettagliata Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61766YCR09, pays a coupon of 9.15% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/04/2033

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61766YCR09, was rated NR by Moody's credit rating agency.







424B2 1 dp90129_424b2-ps504.htm FORM 424B2

CALCULATION OF REGISTRATION FEE



Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Fixed to Floating Rate Securities due 2033

$2,600,000

$323.70


April 2 0 1 8
Pricing Supplement No. 504
Registration Statement Nos. 333-221595; 333-221595-01
Dated April 25, 2018
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
INTEREST RATE STRUCTURED PRODUCTS
Fixed to Floating Rate Securities due 2033
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ® I nde x
a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
As further described below, interest will accrue on the securities (i) in years 1 and 2: at a rate of 14.00% per annum and (ii) in
years 3 to maturity: for each day that the closing value of e a c h of the S&P 500® Index, the Russell 2000® Index a nd the EURO
STOXX 50® Index is gre a t e r t ha n or e qua l t o 75% of its respective initial index value (which we refer to as the index
reference level), at a variable rate per annum equal to 15 times the difference, if any, between the 30-Year ICE Swap Rate
("30CMS") and the 2-Year ICE Swap Rate ("2CMS"), as determined on the CMS reference determination date at the start of the
related quarterly interest payment period; subject to the maximum interest rate of 10.00% per annum for each interest payment
period during the floating interest rate period and the minimum interest rate of 0.00% per annum. The securities provide an above-
market interest rate in years 1 and 2; however, for each interest payment period in years 3 to maturity, the securities will not pay
any interest with respect to an interest payment period if the CMS reference index level is equal to or less than 0.00% on the
related quarterly CMS reference determination date. In addition, if, on any calendar day, the index closing value of a ny index is
less than the index reference level for such index, interest will accrue at a rate of 0.00% per annum for that day. At maturity, if the
final index value of e a c h index is greater than or equal to its barrier level of 75% of its respective initial index value, investors will
receive the stated principal amount of the securities plus any accrued but unpaid interest. However, if the final index value of a ny
index is less than its respective barrier level, investors will be fully exposed to the decline in the worst performing index over the
term of the securities, and the payment at maturity will be less than 75% of the stated principal amount of the securities and could
be zero. T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s. Ac c ordingly, inve st ors m a y lose up t o
t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. Because payments on the securities are based on the worst performing
of the indices, a decline beyond the respective index reference level and/or respective barrier level, as applicable, of a ny index will
result in few or no interest payments during the floating interest rate period and/or a significant loss of your investment, as
applicable, even if one or both of the other indices have appreciated or have not declined as much. Investors will not participate in
any appreciation of any index. These long-dated securities are for investors who seek an opportunity to earn interest at a potentially
above-market rate in exchange for the risk of losing their principal based on the worst performing of three indices and the risk of
receiving little or no interest on the securities during the floating interest rate period.
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 ("MSFL")
Gua ra nt or:
Morgan Stanley
I ndic e s:
S&P 500® Index (the "SPX Index"), Russell 2000® Index (the "RTY Index") and EURO STOXX 50®
Index (the "SX5E Index")
CM S re fe re nc e inde x :
30-Year ICE Swap Rate minus 2-Year ICE Swap Rate, expressed as a percentage.
Please see "Additional Provisions--CMS Reference Index" below.
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Aggre ga t e princ ipa l
$2,600,000
a m ount :
I ssue pric e :
At variable prices
St a t e d princ ipa l
$1,000 per security
a m ount :
Pric ing da t e :
April 25, 2018
Origina l issue da t e :
April 30, 2018 (3 business days after the pricing date)
M a t urit y da t e :
April 30, 2033
I nt e re st a c c rua l da t e :
April 30, 2018
Pa ym e nt a t m a t urit y:
· If the final index value of each index is greater than or equal to its respective barrier level:
the stated principal amount plus any accrued and unpaid interest
· If the final index value of any index is less than its respective barrier level: (a) the stated
principal amount times the index performance factor of the worst performing index plus (b) any
accrued and unpaid interest. This amount will be less than 75% of the stated principal amount of
the securities and could be zero.
I nt e re st :
From and including the original issue date to but excluding April 30, 2020 (the "fixed interest rate
period"): 14.00% per annum
From and including April 30, 2020 to but excluding the maturity date (the "floating interest rate
period"):
For each interest payment period, a variable rate per annum equal to the product of:
(a ) le ve ra ge fa c t or times t he CM S re fe re nc e inde x ; subject to the minimum interest
rate and the maximum interest rate; a nd
(b) N /ACT ; where,
"N" = the total number of calendar days in the applicable interest payment period on which the index
closing value of e a c h index is greater than or equal to its respective index reference level (each such
day, an "accrual day"); and
"ACT" = the total number of calendar days in the applicable interest payment period.
The CMS reference index level applicable to an interest payment period will be determined on the
related CMS reference determination date.
Interest for each interest payment period during the floating interest rate period is subject to
the minimum interest rate of 0.00% per annum and the maximum interest rate of 10.00% per
annum for such interest payment period. Beginning April 30, 2020, it is possible that you could
receive little or no interest on the securities. If, on the related CMS reference determination
date, the CMS reference index level is equal to or less than the CMS reference index strike,
interest will accrue at a rate of 0.00% for that interest payment period. In addition, if, on any
day, the index closing value of any index is determined to be less than the index reference
level for such index, interest will accrue at a rate of 0.00% per annum for that day. The
determination of the index closing value for each index will be subject to certain market
disruption events. Please see Annex A--Market Disruption Event" below.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Morgan Stanley. See "Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."
Terms continued on the following page
Est im a t e d va lue on t he
pric ing da t e :
$864.30 per security. See "The Securities" on page 3.
Com m issions a nd issue
Age nt 's
pric e :
Pric e t o public (1)(2)
c om m issions (2)
Proc e e ds t o us(3)
Pe r se c urit y
At variable prices
$50
$950
T ot a l
At variable prices
$130,000
$2,470,000





(1) The securities will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale,
which may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price will not
be less than $970 per security and will not be more than $1,000 per security. See "Risk Factors--The Price You Pay For The Securities May Be Higher
Than The Prices Paid By Other Investors."
(2) Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Wealth Management (an
affiliate of the agent) and their financial advisors, of up to $50 per security depending on market conditions. See "Supplemental Information Concerning
Plan of Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement.
(3) See "Use of Proceeds and Hedging" on page 22.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt
se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge 1 6 .
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The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or
determined if this pricing supplement or the accompanying prospectus supplement, index supplement and prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
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 prospe c t us 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 .
Prospe c t us Supple m e nt 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
Re fe re nc e s t o "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.
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 .


Terms continued from previous page:
Le ve ra ge fa c t or:
15
I nt e re st pa ym e nt
Quarterly
pe riod:
I nt e re st pa ym e nt pe riod Unadjusted
e nd da t e s:
I nt e re st pa ym e nt da t e s: Each January 30, April 30, July 30 and October 30, beginning July 30, 2018; provided that if any
such day is not a business day, that interest payment will be made on the next succeeding business
day and no adjustment will be made to any interest payment made on that succeeding business day.
I nt e re st re se t da t e s:
Each January 30, April 30, July 30 and October 30, beginning April 30, 2020
M a x im um int e re st ra t e : 10.00% per annum for each interest payment period during the floating interest rate period
M inim um int e re st ra t e :
0.00% per annum

U nde rlying inde x
With respect to the SPX Index: S&P Dow Jones Indices LLC
publishe r:
With respect to the RTY Index: FTSE Russell

With respect to the SX5E Index: STOXX Limited
CM S re fe re nc e
Two (2) U.S. government securities business days prior to the related interest reset date at the start
de t e rm ina t ion da t e s:
of the applicable interest payment period.
CM S re fe re nc e inde x
0.00%

st rik e :
I nde x re fe re nc e le ve l:
With respect to the SPX Index: 1,979.550, which is 75% of its initial index value
With respect to the RTY Index: 1,162.850, which is approximately 75% of its initial index value

With respect to the SX5E Index: 2,614.373, which is approximately 75% of its initial index value
I nit ia l inde x va lue :
With respect to the SPX Index: 2,639.40, which is its index closing value on April 25, 2018
With respect to the RTY Index: 1,550.467, which is its index closing value on April 25, 2018

With respect to the SX5E Index: 3,485.830, which is its index closing value on April 25, 2018
Ba rrie r le ve l:
With respect to the SPX Index: 1,979.550, which is 75% of its initial index value
With respect to the RTY Index: 1,162.850, which is approximately 75% of its initial index value

With respect to the SX5E Index: 2,614.373, which is approximately 75% of its initial index value
Fina l inde x va lue :
With respect to each index, the index closing value of such index on the final determination date

I nde x c losing va lue :
With respect to each index, the closing value of such index. Please see "Additional Provisions--

Indices" below.
Fina l de t e rm ina t ion
The third scheduled business day prior to the maturity date, subject to adjustment due to non-index
da t e :
business days or certain market disruption events.
I nde x c ut off:
With respect to each index, the index closing value of such index for any day from and including the
third index business day prior to the related interest payment date for any interest payment period

shall be the index closing value of such index on such third index business day prior to such
interest payment date.
I nde x pe rform a nc e
The final index value divided by the initial index value

fa c t or:
Worst pe rform ing inde x : The index with the largest percentage decrease from the respective initial index value to the

respective final index value
Re de m pt ion:
None

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Da y-c ount c onve nt ion:
30/360

Spe c ifie d c urre nc y:
U.S. dollars

CU SI P / I SI N :
61766YCR0 / US61766YCR09

Book -e nt ry or
Book-entry

c e rt ific a t e d se c urit y:
Busine ss da y:
New York

Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC.
All determinations made by the calculation agent will be at the sole discretion of the calculation
agent and will, in the absence of manifest error, be conclusive for all purposes and binding on you,
the trustee and us.
All values used in the interest rate formula for the securities and all percentages resulting from any
calculation of interest will be rounded to the nearest one hundred-thousandth of a percentage point,
with .000005% rounded up to .00001%. All dollar amounts used in or resulting from such calculation
on the securities will be rounded to the nearest cent, with one-half cent rounded upward.

Because the calculation agent is our affiliate, the economic interests of the calculation agent and its
affiliates may be adverse to your interests as an investor in the securities, including with respect to
certain determinations and judgments that the calculation agent must make in determining the
payment that you will receive on each interest payment date and at maturity or whether a market
disruption event has occurred. Please see Annex A--Market Disruption Event" and "--
Discontinuance of an Index; Alteration of Method of Calculation" below. The calculation agent is
obligated to carry out its duties and functions as calculation agent in good faith and using its
reasonable judgment.
T rust e e :
The Bank of New York Mellon

Cont a c t inform a t ion:
Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or
Morgan Stanley's principal executive offices at 1585 Broadway, New York, New York 10036
(telephone number (866) 477-4776). All other clients may contact their local brokerage

representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at
(800) 233-1087.


Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2033
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ® I nde x
a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

The Securities
Principal at Risk Securities
The securities are debt securities of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan
Stanley. In years 1 and 2, the securities pay interest at a rate of 14.00% per annum. Beginning April 30, 2020, interest will accrue
on the securities for each day that the closing value of e a c h of the S&P 500® Index, the Russell 2000® Index a nd the EURO
STOXX 50® Index is gre a t e r t ha n or e qua l t o 75% of its respective initial index value (which we refer to as the index
reference level), at a variable rate per annum equal to 1 5 t im e s the difference, if any, between the 30-Year ICE Swap Rate
("30CMS") and the 2-Year ICE Swap Rate ("2CMS"), as determined on the CMS reference determination date at the start of the
related quarterly interest payment period; subject to the maximum interest rate of 10.00% per annum for each interest payment
period during the floating interest rate period and the minimum interest rate of 0.00% per annum. The securities provide an above-
market interest rate in year 1; however, for each interest payment period in years 2 to maturity, the securities will not pay any
interest with respect to an interest payment period if the CMS reference index level is equal to or less than 0.00% on the related
quarterly CMS reference determination date. In addition, if, on any calendar day, the index closing value of a ny index is less than
the index reference level for such index, interest will accrue at a rate of 0.00% per annum for that day.

At maturity, if the final index value of e a c h index is greater than or equal to its barrier level of 75% of its respective initial index
value, investors will receive the stated principal amount of the securities plus any accrued but unpaid interest. However, if the final
index value of a ny index is less than its respective barrier level, investors will be fully exposed to the decline in the worst
performing index over the term of the securities, and the payment at maturity will be less than 75% of the stated principal amount
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of the securities and could be zero. T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s. Ac c ordingly,
inve st ors m a y lose up t o t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. Because payments on the securities are
based on the worst performing of the indices, a decline beyond the respective index reference level and/or respective barrier level,
as applicable, of a ny index will result in few or no interest payments during the floating interest rate period and/or a significant loss
of your investment, as applicable, even if one or both of the other indices have appreciated or have not declined as much.
Investors will not participate in any appreciation of any index.

We describe the basic features of these securities in the sections of the accompanying prospectus called "Description of Debt
Securities--Floating Rate Debt Securities" and prospectus supplement called "Description of Securities," subject to and as modified
by the provisions described below. All payments on the securities are subject to our credit risk.

The stated principal amount of each security is $1,000, and the issue price is variable. 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 the issue price. We estimate that the value of each security on the pricing date is
$864.30.

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 CMS reference index and the indices. The estimated value of the securities is
determined using our own pricing and valuation models, market inputs and assumptions relating to the CMS reference index and
the indices, instruments based on the CMS reference index and the indices, volatility and other factors including current and
expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate
at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the interest rate, the leverage factor, the maximum interest rate
applicable to each interest payment period during the floating interest rate period, the CMS reference index strike, the index
reference levels and the barrier levels, we use an internal funding rate, which is likely to be lower than our secondary market credit
spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the
internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

April 2018
Page 3
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2033
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ® I nde x
a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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 interest rates and the CMS reference index and the indices, may vary from, and be lower than, the estimated value
on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-
offer spread that MS & Co. would charge in a secondary market transaction of this type, the costs of unwinding the related hedging
transactions and other factors.

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.

April 2018
Page 4
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2033
Le ve ra ge d CM S Curve Se c urit ie s
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Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ® I nde x
a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Additional Provisions

CM S Re fe re nc e I nde x

Wha t a re t he 3 0 -Y e a r a nd 2 -Y e a r I CE Sw a p Ra t e s ?

30CMS and 2CMS mean "CMS rate" as defined in the accompanying prospectus in the section called "Description of Debt
Securities--Floating Rate Debt Securities" and "--Base Rates" with an index maturity of 30 years or 2 years, as applicable, and an
index currency of U.S. dollars. 30CMS rate is one of the market-accepted indicators of longer-term interest rates. 2CMS is one of
the market-accepted indicators of shorter-term interest rates.

April 2018
Page 5
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2033
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ® I nde x
a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

I ndic e s

T he S& P 5 0 0 ® I nde x

The SPX 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 SPX 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 SPX Index, see the information set forth under "Annex A--The S&P
500® Index" in this document and "S&P 500® Index" in the accompanying index supplement.

T he Russe ll 2 0 0 0 ® I nde x

The RTY Index is an index calculated, published and disseminated by FTSE Russell, and measures the composite price
performance of stocks of 2,000 companies incorporated in the U.S. and its territories. All 2,000 stocks are traded on a major U.S.
exchange and are the 2,000 smallest securities that form the Russell 3000® Index. The Russell 3000® Index is composed of the
3,000 largest U.S. companies as determined by market capitalization and represents approximately 98% of the U.S. equity market.
The RTY Index consists of the smallest 2,000 companies included in the Russell 3000® Index and represents a small portion of the
total market capitalization of the Russell 3000® Index. The RTY Index is designed to track the performance of the small
capitalization segment of the U.S. equity market. For additional information about the RTY Index, see the information set forth
under "Annex A--The Russell 2000® Index" in this document and "Russell 2000® Index" in the accompanying index supplement.

T he EU RO ST OX X 5 0 ® I nde x

The SX5E Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG. Publication of the
SX5E Index began on February 26, 1998, based on an initial index value of 1,000 at December 31, 1991. The SX5E 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 SX5E Index, see the information set forth under ""Annex A--EURO STOXX
50® Index" in this document and "EURO STOXX 50® Index" in the accompanying index supplement.
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I nde x Closing V a lue Fa llba c k Provisions

The index closing value on any calendar day during the term of the securities on which the index level of an index is to be
determined (each, an "index determination date") will equal:

· with respect to each of the SPX Index and the SX5E Index, the official closing value of such index as published by the
underlying index publisher for such index or its successor, or in the case of any successor index, the official closing value
for such successor index as published by the publisher of such successor index or its successor, at the regular weekday
close of trading on that calendar day, as determined by the calculation agent; and

· with respect to the RTY Index, the closing value of such index or any successor index reported by Bloomberg Financial
Services, or any successor reporting service the calculation agent may select, on such index determination date. The
closing value of the RTY Index reported by Bloomberg Financial Services may be lower or higher than the official closing
value of the RTY Index published by the underlying index publisher for such index,

provided that the index closing value for each index for any day from and including the third index business day prior to the related
interest payment date for any interest payment period shall be the index closing value for such index in effect on such third index
business day prior to such interest payment date; provided further that if a market disruption event with respect to an index occurs
on any index determination date (other than the day on which the initial index value of an index is determined or the final
determination date) or if any such index determination date is not an index business day with respect to an index, the closing value
of such index for such index determination date will be the closing value of such index on the immediately preceding index
business day for such index on which no market disruption event has occurred with respect to such index.

If a market disruption event with respect to an index occurs on the day on which the initial index value of an index is determined or
the final determination date, or if any such date is not an index business day with respect to an index, the relevant date solely with
respect

April 2018
Page 6
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2033
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ® I nde x
a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

to that affected index shall be the next succeeding index business day with respect to that index on which there is no market
disruption event with respect to that index; provided that if a market disruption event with respect to that index has occurred on
each of the five index business days with respect to that index immediately succeeding any such scheduled date, then (i) such fifth
succeeding index business day shall be deemed to be the relevant date with respect to that affected index, notwithstanding the
occurrence of a market disruption event with respect to that index on such day, and (ii) with respect to any such fifth succeeding
index business day on which a market disruption event occurs with respect to that index, the calculation agent shall determine the
index closing value on such fifth succeeding index business day in accordance with the formula for and method of calculating that
index last in effect prior to the commencement of the market disruption event, using the closing price (or, if trading in the relevant
securities has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed
but for such suspension or limitation) at the close of the principal trading session of the relevant exchange on such index business
day of each security most recently constituting that affected index without any rebalancing or substitution of such securities
following the commencement of the market disruption event.

In certain circumstances, the index closing value of an index shall be based on the alternate calculation of such index described
under "Annex A--Discontinuance of an Index; Alteration of Method of Calculation."

"Index business day" means, with respect to each index, a day, as determined by the calculation agent, on which trading is
generally conducted on each of the relevant exchange(s) for such index, other than a day on which trading on such exchange(s) is
scheduled to close prior to the time of the posting of its regular final weekday closing price.

"Relevant exchange" means, with respect to each index, the primary exchange(s) or market(s) of trading for (i) any security then
included in such index, or any successor index, and (ii) any futures or options contracts related to such index or to any security then
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included in such index.

For more information regarding market disruption events with respect to an index, discontinuance of an index and alteration of the
method of calculation, see "Annex A--Market Disruption Event" and "--Discontinuance of an Index; Alteration of Method of
Calculation" herein.

Post pone m e nt of M a t urit y Da t e

If the scheduled final determination date is not an index business day with respect to an index or if a market disruption event
occurs on that day with respect to an index so that the final determination date is postponed and falls less than two business days
prior to the scheduled maturity date, the maturity date of the securities will be postponed to the second business day following that
final determination date, as postponed with respect to an index.

April 2018
Page 7
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2033
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ® I nde x
a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

How the Securities Work

H ow t o c a lc ula t e t he int e re st pa ym e nt s during t he floa t ing int e re st ra t e pe riod:

The table below presents examples of hypothetical interest that would accrue on the securities during any quarter in the floating
interest rate period. The examples below are for purposes of illustration only. The examples of the hypothetical floating interest rate
that would accrue on the securities are based on both the level of the CMS reference index level on the applicable CMS reference
determination date and the total number of calendar days in a quarterly interest payment period on which the index closing value of
each index is greater than or equal to its respective index reference level.

The actual interest payment amounts during the floating interest rate period will depend on the actual level of the CMS reference
index on each CMS reference determination date and the index closing value of each index on each day during the floating interest
payment period. The applicable interest rate for each quarterly interest payment period will be determined on a per-annum basis
but will apply only to that interest payment period. The table assumes that the interest payment period contains 90 calendar days.
The examples below are for purposes of illustration only and would provide different results if different assumptions were made.

Annua lize d ra t e of int e re st pa id
1 5 times CM S N um be r of da ys on w hic h t he inde x c losing va lue of e a c h inde x is gre a t e r
CM S
Re fe re nc e
t ha n or e qua l
Re fe re nc e I nde x
I nde x *
t o it s re spe c t ive inde x re fe re nc e le ve l
0
1 5
3 0
4 5
6 0
7 5
9 0
-1.300%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.100%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.900%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.800%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.700%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.600%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.500%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.300%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.100%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
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0.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.100%
1.50%
0.000%
0.250%
0.500%
0.750%
1.000%
1.250%
1.500%
0.200%
3.00%
0.000%
0.500%
1.000%
1.500%
2.000%
2.500%
3.000%
0.300%
4.50%
0.000%
0.750%
1.500%
2.250%
3.000%
3.750%
4.500%
0.400%
6.00%
0.000%
1.000%
2.000%
3.000%
4.000%
5.000%
6.000%
0.450%
6.75%
0.000%
1.125%
2.250%
3.375%
4.500%
5.625%
6.750%
0.500%
7.50%
0.000%
1.250%
2.500%
3.750%
5.000%
6.250%
7.500%
0.600%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
0.667%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
0.700%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
0.800%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
0.900%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.000%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.100%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.200%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.300%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.400%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%

* Subject to the minimum interest rate of 0.00% and the maximum interest rate of 10.00%

April 2018
Page 8
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2033
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ® I nde x
a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

If 30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating interest rate will be the
minimum interest rate of 0.00% and no interest will accrue on the securities for such interest period regardless of the total number
of calendar days in the interest payment period on which the index closing value of each index is greater than or equal to its
respective index reference level.

If on any day, the index closing value of any index is determined to be less than the index reference level for such index, interest
will accrue at a rate of 0.00% per annum for that day.

April 2018
Page 9
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2033
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ® I nde x
a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

H ow t o c a lc ula t e t he pa ym e nt a t m a t urit y:

The following hypothetical examples illustrate how to calculate the payment at maturity. The following examples are for illustrative
purposes only. The amount you will receive at maturity, if any, will be determined by reference to the index closing value of each
index on the final determination date. The actual initial index value and barrier level for each index were determined on April 25,
2018. All payments on the securities, if any, are subject to our credit risk. The below examples are based on the following terms:

Pa ym e nt a t m a t urit y:
· If the final index value of each index is greater than or equal to its respective
barrier level: the stated principal amount plus any accrued and unpaid interest
· If the final index value of any index is less than its respective barrier level: (a) the
https://www.sec.gov/Archives/edgar/data/895421/000095010318005308/dp90129_424b2-ps504.htm[4/30/2018 1:11:19 PM]


stated principal amount times the index performance factor of the worst performing
index plus (b) any accrued and unpaid interest. This amount will be less than 75% of
the stated principal amount of the securities and could be zero.
St a t e d princ ipa l a m ount :
$1,000 per security
H ypot he t ic a l init ia l inde x va lue : With respect to the SPX Index: 2,500
With respect to the RTY Index: 1,500
With respect to the SX5E Index: 3,500
H ypot he t ic a l ba rrie r le ve l:
With respect to the SPX Index: 1,875, which is 75% of the hypothetical initial index value
for such index
With respect to the RTY Index: 1,125, which is 75% of the hypothetical initial index value
for such index
With respect to the SX5E Index: 2,625, which is 75% of the hypothetical initial index value
for such index

Fina l I nde x V a lue
Pa ym e nt a t M a t urit y
SPX I nde x
RT Y I nde x
SX 5 E I nde x
Ex a m ple 1 :
1,900 (a t or a bove
1,200 (a t or a bove
2,800 (a t or a bove the
The stated principal amount plus any
the barrier level)
the barrier level)
barrier level)
accrued and unpaid interest
Ex a m ple 2 :
2,000 (a t or a bove
600 (be low the
3,000 (a t or a bove the
($1,000 x index performance factor of
the barrier level)
barrier level)
barrier level)
the worst performing index) + any
accrued and unpaid interest

= $1,000 x (600 / 1,500) + any
accrued and unpaid interest

= $400 plus any accrued and unpaid
interest

Ex a m ple 3 :
1,000 (be low the
1,300 (a t or a bove
2,900 (a t or a bove the
[$1,000 x (1,000 / 2,500)] + any
barrier level)
the barrier level)
barrier level)
accrued and unpaid interest

= $400 plus any accrued and unpaid
interest

Ex a m ple 4 :
750 (be low the
600 (be low the
1,575 (be low the barrier
[$1,000 x (750 / 2,500)] + any
barrier level)
barrier level)
level)
accrued and unpaid interest

= $300 plus any accrued and unpaid
interest
April 2018
Page 10
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2033
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x , t he Russe ll 2 0 0 0 ® I nde x
a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Ex a m ple 5 :
1,000 (be low the
450 (be low the
1,575 (be low the barrier
[$1,000 x (450 / 1,500)] + any
barrier level)
barrier level)
level)
accrued and unpaid interest

= $300 plus any accrued and unpaid
interest

In example 1, the final index value of each of the SPX Index, RTY Index and the SX5E Index is at or above its respective barrier
level. Therefore, investors receive at maturity the stated principal amount of the securities plus any accrued and unpaid interest.

In examples 2 and 3, the final index value of one index is at or above its barrier level but the final index values of the other two
indices are below their respective barrier levels. Therefore, investors are exposed to the downside performance of the worst
https://www.sec.gov/Archives/edgar/data/895421/000095010318005308/dp90129_424b2-ps504.htm[4/30/2018 1:11:19 PM]


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