MS Morgan Stanley

Floating Rate Senior Notes Due 2022

Issuer:

Morgan Stanley

Principal Amount:

$1,750,000,000

Maturity Date:

January 20, 2022

Trade Date:

January 17, 2017

Original Issue Date (Settlement):

January 20, 2017 (T+3)

Interest Accrual Date:

January 20, 2017

Issue Price (Price to Public):

100.00%

Agents’ Commission:

0.35%

All-in Price:

99.65%

Net Proceeds to Issuer:

$1,743,875,000

Base Rate:

LIBOR

Spread (plus or minus):

Plus 1.18%

Index Maturity:

Three months

Index Currency:

U.S. Dollars

Interest Payment Period:

Quarterly

Interest Payment Dates:

Each January 20, April 20, July 20 and October 20, commencing April 20, 2017

Day Count Convention:

Actual/360

Optional Redemption:

The Issuer may, at its option, redeem the notes, in whole but not in part, on January 20, 2021, on at least 15 but not more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the notes to but excluding the redemption date. See “Description of Debt Securities – Redemption and Repurchase of Debt Securities – Notice of Redemption” in the below-referenced Prospectus.  If the notes are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a lower interest rate environment.

Initial Interest Rate:

Base Rate plus 1.18% (to be determined by the Calculation Agent on the second London banking day prior to the Original Issue Date)

Initial Interest Reset Date:

April 20, 2017

Interest Reset Dates:

Each Interest Payment Date

Interest Reset Period:

Quarterly

Specified Currency:

U.S. Dollars (“$”)

Minimum Denominations:

$1,000 and integral multiples of $1,000 in excess thereof

Business Day:

New York

CUSIP:

61746B EE2

ISIN:

US61746BEE20

Issuer Ratings:

A3 (Moody’s) / BBB+ (Standard & Poor’s) / A (Fitch) / A- (R&I)  / A (high) (DBRS)
(Stable / Stable / Stable / Stable / Stable)

Agents:

Morgan Stanley & Co. LLC and such other agents as shall be named in the above-referenced Pricing Supplement for the notes.

Global Settlement:

Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg