Obligation Morgan Stanleigh 1.118% ( US61760QKD50 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61760QKD50 ( en USD )

1.118% par an ( paiement semestriel )

07/06/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61760QKD50 en USD 1.118%, échue

1 000 USD

3 000 000 USD

61760QKD5

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'analyse d'une obligation corporate émise par Morgan Stanley, une institution financière mondiale de premier plan reconnue pour ses services de banque d'investissement, de valeurs mobilières, de gestion de patrimoine et de gestion d'actifs, révèle les caractéristiques suivantes pour l'instrument identifié par le code ISIN US61760QKD50 (et le code CUSIP 61760QKD5). Cette obligation, émise aux États-Unis, était libellée en dollars américains (USD) et offrait un taux d'intérêt annuel de 1,118%. Au moment de sa clôture, son prix sur le marché s'établissait à 100%, signifiant un remboursement à la valeur nominale. L'émission totale représentait un montant de 3 000 000 USD, avec une taille minimale d'achat fixée à 1 000 USD. La date de maturité de cet instrument était le 7 juin 2024, et il a été confirmé que l'obligation est arrivée à échéance et a été intégralement remboursée. La fréquence des paiements d'intérêts était de deux fois par an, offrant un flux de revenus semi-annuel aux investisseurs. La qualité de crédit de l'émetteur, Morgan Stanley, était solidement évaluée par les agences de notation, avec une note 'A-' attribuée par Standard & Poor's (S&P) et 'A1' par Moody's, reflétant une forte capacité de remboursement de ses obligations financières.

424B2 1 dp70808_424b2-ps1177.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Floating Rate Notes due 2024

$3,000,000

$347.70

N ove m be r 2 0 1 6
Pricing Supplement No. 1,177
Registration Statement No. 333-200365
Dated November 30, 2016
Filed pursuant to Rule 424(b)(2)
Floating Rate Notes due 2024
U.S. Inflation Index Linked Notes
As further described below, interest will accrue and be payable on the notes monthly, in arrears, at a variable rate equal to the
year-over-year change in the U.S. Consumer Price Index ("CPI") plus a spread of 1.00%, subject to the minimum interest rate of
0.00% per annum. The notes provide the opportunity to receive a potentially above-market interest rate in exchange for the risk
that, during the entire term of the notes, the notes accrue a low rate of interest or no interest if inflation, as measured by the CPI,
is negative or low. The CPI for purposes of the notes is the non-seasonally adjusted U.S. City Average All Items Consumer Price
Index for All Urban Consumers, reported monthly by the Bureau of Labor Statistics of the U.S. Department of Labor and published
on Bloomberg screen CPURNSA or any successor service.
FI N AL T ERM S
I ssue r:
Morgan Stanley
Aggre ga t e princ ipa l
$3,000,000. May be increased prior to the original issue date but we are not required to do so.
a m ount :
I ssue pric e :
$1,000 per note
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
November 30, 2016
Origina l issue da t e :
December 7, 2016 (5 business days after the pricing date)
M a t urit y da t e :
June 7, 2024
I nt e re st a c c rua l da t e :
December 7, 2016
The payment at maturity per note will be the stated principal amount plus accrued and unpaid
Pa ym e nt a t m a t urit y:
interest, if any
I nt e re st :
For each interest payment period:
(CPIt CPIt-12) / CPIt-12 + spread; subject to the minimum interest rate, where
CPIt = CPI for the applicable reference month, as published on Bloomberg screen CPURNSA;
CPIt-12 = CPI for the twelfth month prior to the applicable reference month, as published on
Bloomberg screen CPURNSA; and
Reference month = the third calendar month prior to the month of the related interest reset
date.
See "Additional Provisions--Interest Rate" on page 2.
Spre a d:
1.00%
M inim um int e re st ra t e :
0.00% per annum
I nt e re st pa ym e nt pe riod:
Monthly
I nt e re st pa ym e nt da t e s:
The 7th calendar day of each month, beginning January 7, 2017; 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:
The 7th calendar day of each month, beginning on the original issue date; provided that such
interest reset dates shall not be adjusted for non-business days.
I nt e re st de t e rm ina t ion
Each interest reset date
da t e s:
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Da y-c ount c onve nt ion:
Actual/Actual
Re port ing se rvic e :
Bloomberg screen CPURNSA. See "Additional Provisions--Consumer Price Index" below.
Re de m pt ion:
Not applicable
Spe c ifie d c urre nc y:
U.S. dollars
CU SI P / I SI N :
61760QKD5 / US61760QKD50
Book -e nt ry or c e rt ific a t e d Book-entry
not e :
Busine ss da y:
New York
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See
"Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."
Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC
T rust e e :
The Bank of New York Mellon
Est im a t e d va lue on t he
$990.30 per note. The estimated value on any subsequent pricing date may be lower than this
pric ing da t e :
estimate, but will in no case be less than $959.40 per note. See "The Notes" on page 2.
Com m issions a nd issue
pric e :
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o issue r
Pe r not e
$1,000
$11.25
$988.75
T ot a l
$3,000,000
$33,750
$2,966,250

(1) 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 $11.25 per note 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.
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 4 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us 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 .
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 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 9 , 2 0 1 4 Prospe c t us da t e d Fe brua ry 1 6 , 2 0 1 6
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 .

Floating Rate Notes due 2024
U .S. I nfla t ion I nde x Link e d N ot e s

The Notes

The notes are debt securities of Morgan Stanley. For each interest payment period, interest on the notes will accrue and be
payable monthly at a variable rate equal to the year-over-year changes in the CPI plus a spread of 1.00%, subject to the minimum
interest rate of 0.00% per annum, as determined on the applicable interest determination date. We describe the basic features of
these notes in the sections of the accompanying prospectus called "Description of Debt Securities--Floating Rate Debt Securities"
and prospectus supplement called "Description of Notes," subject to and as modified by the provisions described below. All
payments on the notes are subject to the credit risk of Morgan Stanley.

The stated principal amount and the issue price of each note is $1,000. This price includes costs associated with issuing and
selling the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is less than the
issue price. We estimate that the value of each note on the pricing date is $990.30. The estimated value on any subsequent
pricing date may be lower than this estimate, but will in no case be less than $959.40 per note.

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The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to interest rates and CPI, may vary from, and be lower than, the estimated value on the pricing date. 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.

Additional Provisions

Consum e r Pric e I nde x

The amount of interest payable on the notes on each interest payment date during the term of the notes will be linked to year-over-
year changes in the Consumer Price Index. The Consumer Price Index for purposes of the notes is the non-seasonally adjusted
U.S. City Average All Items Consumer Price Index for All Urban Consumers ("CPI"), reported monthly by the Bureau of Labor
Statistics of the U.S. Department of Labor ("BLS") and published on Bloomberg screen CPURNSA or any successor service. The
CPI for a particular month is published during the following month.

The CPI is a measure of the average change in consumer prices over time for a fixed market basket of goods and services,
including food, clothing, shelter, fuels, transportation, charges for doctors' and dentists' services and drugs. In calculating the index,
price changes for the various items are averaged together with weights that represent their importance in the spending of urban
households in the United States. The contents of the market basket of goods and services and the weights assigned to the various
items are updated periodically by the BLS to take into account changes in consumer expenditure patterns. The CPI is expressed in
relative terms in relation to a time base reference period for which the level is set at 100.0. The base reference period for these
notes is the 1982-1984 average.

I nt e re st Ra t e

The interest rate for each interest payment period during the term of the notes will be the rate determined as of the applicable
interest determination date pursuant to the following formula:

CPIt - CPIt-12
Interest Rate
=
+
Spread; subject to the minimum interest rate
CPIt-12
where:

CPIt = CPI for the applicable reference month, as published on Bloomberg screen CPURNSA;

CPIt-12 = CPI for the twelfth month prior to the applicable reference month, as published on Bloomberg screen CPURNSA;

Spread = 1.00%; and

Minimum interest rate = 0.00% per annum.

November 2016
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In no case will the interest rate for the notes for any monthly interest payment period during the term of the notes be less than the
minimum interest rate of 0.00% per annum. The amount of interest payable on the notes on each interest payment date will be
calculated on an actual/actual day count basis.

CPIt for any interest reset date is the CPI for the third calendar month, which we refer to as the "reference month," prior to the
month of such interest reset date as published and reported in the second calendar month prior to such interest reset date.

For example, for the interest payment period from and including December 7, 2016 to but excluding January 7, 2017, CPIt
will be the CPI for September 2016 (the reference month), and CPIt-12 will be the CPI for September 2015 (which is the CPI
for the twelfth month prior to the reference month). The CPI for September 2016 was reported by the BLS and published on
Bloomberg screen CPURNSA in October 2016, and the CPI for September 2015 was reported and published in October
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2015.

For more information regarding historical CPI levels, see "Historical Information."

If by 3:00 PM on any interest determination date the CPI is not published on Bloomberg screen CPURNSA for any relevant month,
but has otherwise been published by the BLS, Morgan Stanley Capital Services LLC, in its capacity as the calculation agent, will
determine the CPI as reported by the BLS for such month using such other source as on its face, after consultation with us,
appears to accurately set forth the CPI as reported by the BLS.

In calculating CPIt and CPIt-12, the calculation agent will use the most recently available value of the CPI determined as described
above on the applicable interest determination date, even if such value has been adjusted from a prior reported value for the
relevant month. However, if a value of CPIt and CPIt-12 used by the calculation agent on any interest reset date to determine the
interest rate on the notes (an "initial CPI") is subsequently revised by the BLS, the calculation agent will continue to use the initial
CPI, and the interest rate determined on such interest determination date will not be revised.

If the CPI is rebased to a different year or period and the 1982-1984 CPI is no longer used, the base reference period for the
notes will continue to be the 1982-1984 reference period as long as the 1982-1984 CPI continues to be published.

If, while the notes are outstanding, the CPI is discontinued or substantially altered, as determined by the calculation agent in its
sole discretion, the calculation agent will determine the interest rate on the notes by reference to the applicable substitute index
that is chosen by the Secretary of the Treasury for the United States Department of the Treasury's Inflation-Protected Securities, as
described in Appendix B, Section I, Paragraph B.4 of Part IV of 69 Federal Register, No. 144 (July 28, 2004) or, if no such
securities are outstanding, the substitute index will be determined by the calculation agent in accordance with general market
practice at the time; provided that the procedure for determining the resulting interest rate is administratively acceptable to the
calculation agent.

All values used in the interest rate formula for the notes 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 notes will be rounded to the nearest third decimal place, with .0005 rounded up to
.001.

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U .S. I nfla t ion I nde x Link e d N ot e s

Risk Factors

The notes involve risks not associated with an investment in ordinary floating rate notes. An investment in the notes entails
significant risks not associated with similar investments in a conventional debt security, including, but not limited to, fluctuations in
the CPI, and other events that are difficult to predict and beyond the issuer's control. This section describes the most significant
risks relating to the notes. For a complete list of risk factors, please see the accompanying prospectus supplement and prospectus.

In periods of little or no inflation, the interest rate w ill be approximately equal to the spread, and in
pe riods of de fla t ion t he int e re st ra t e w ill be le ss t ha n t he spre a d a nd m a y be a s low a s ze ro. Interest
payable on the notes is linked to year over year changes in the level of the CPI determined each month. If the CPI for the
same month in successive years does not increase, which is likely to occur when there is little or no inflation, investors in the
notes will receive an interest payment for the applicable interest payment period equal to the spread of 1.00% per annum. If the
CPI for the same month in successive years decreases, which is likely to occur when there is deflation, investors in the notes
will receive an interest payment for the applicable interest payment period that is less than the spread per annum. If the CPI
for the same month in successive years declines by the spread or more, investors in the notes will receive only the minimum
interest rate, which is 0.00%.

The interest rate on the notes may be below the rate otherw ise payable on debt securities issued by us
w it h sim ila r m a t urit ie s. If there are only minimal increases, no changes or decreases in the monthly CPI measured year
over year, the interest rate on the notes will be below what we would currently expect to pay as of the date of this document if
we issued a debt instrument with terms otherwise similar to those of the notes.
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The interest rate on the notes may not reflect the actual levels of inflation affecting holders of the
not e s. The CPI is just one measure of inflation and may not reflect the actual levels of inflation affecting holders of the notes.
Accordingly, an investment in the notes may not fully offset any inflation actually experienced by investors in the notes.

Your interest rate is based upon the CPI. The CPI itself and the w ay the BLS calculates the CPI may
c ha nge in t he fut ure . There can be no assurance that the BLS will not change the method by which it calculates the CPI.
In addition, changes in the way the CPI is calculated could reduce the level of the CPI and lower the interest payment with
respect to the notes. Accordingly, the amount of interest, if any, payable on the notes, and therefore the value of the notes,
may be significantly reduced. If the CPI is substantially altered, a substitute index may be employed to calculate the interest
payable on the notes, as described above, and that substitution may adversely affect the value of the notes.

The historical levels of the CPI are not an indication of the future levels of the CPI. The historical levels of
the CPI are not an indication of the future levels of the CPI during the term of the notes. In the past, the CPI has experienced
periods of volatility and such volatility may occur in the future. Fluctuations and trends in the CPI that have occurred in the past
are not necessarily indicative, however, of fluctuations that may occur in the future. Holders of the notes will receive interest
payments that will be affected by changes in the CPI. Such changes may be significant. Changes in the CPI are a function of
the changes in specified consumer prices over time, which result from the interaction of many factors over which we have no
control.

Investors 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. Investors are dependent on our ability to pay
all amounts due on the notes on interest payment dates and at maturity and therefore investors are subject to our credit risk
and to changes in the market's view of our creditworthiness. 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 value of the notes.

The price at w hich the notes may be sold prior to maturity w ill depend on a number of factors and may
be subst a nt ia lly le ss t ha n t he a m ount for w hic h t he y w e re origina lly purc ha se d . Some of these factors
include, but

November 2016
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Floating Rate Notes due 2024
U .S. I nfla t ion I nde x Link e d N ot e s

are not limited to: (i) actual or anticipated changes in the level of the CPI, (ii) volatility of the level of the CPI, (iii) changes in
interest and yield rates, (iv) any actual or anticipated changes in our credit ratings or credit spreads and (v) time remaining to
maturity. Generally, the longer the time remaining to maturity, the more the market price of the notes will be affected by the
factors described in the preceding sentence. This can lead to significant adverse changes in the market price of securities like
the notes. Depending on the actual or anticipated level of the CPI, the market value of the notes is expected to decrease and
you may receive substantially less than 100% of the issue price if you are able to sell your notes prior to maturity. In addition,
any secondary market prices may differ from values determined by pricing models used by MS & Co., as a result of dealer
discounts, mark-ups or other transaction costs.

The notes w ill not be listed on any securities exchange and secondary trading may be limited. 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.

The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the
not e s. The issuer or one or more of its affiliates may, at present or in the future, publish research reports with respect to
movements in interest rates generally or the CPI specifically. This research is modified from time to time without notice and
may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these
activities may affect the market value of the notes.
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The calculation agent, w hich is a subsidiary of the issuer, w ill make determinations w ith respect to the
not e s. Any of these determinations made by the calculation agent may adversely affect the payout to investors. Moreover,
certain determinations made by the calculation agent may require it to exercise discretion and make subjective judgments, such
as with respect to the CPI. These potentially subjective determinations may adversely affect the payout to you on the notes.
For further information regarding these types of determinations, see "Additional Provisions?Interest Rate" and related definitions
above.

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Floating Rate Notes due 2024
U .S. I nfla t ion I nde x Link e d N ot e s

Historical Information

The following graph sets forth the historical levels of the CPI as reported by the BLS for the period from January 2006 to October
2016. The historical levels of the CPI do not reflect the 1.00% spread that will apply to the interest that will accrue on the notes for
each interest payment period and should not be taken as an indication of its future performance, and no assurance can be given as
to the level of the CPI for any reference month. We obtained the information in the graph below from Bloomberg Financial Markets
("CPURNSA Index"), without independent verification.

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U .S. I nfla t ion I nde x Link e d N ot e s

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

We expect to deliver the notes against payment therefor in New York, New York on December 7, 2016, which will be the fifth
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scheduled business day following the date of the pricing of the notes. Under Rule 15c6-1 of the Exchange Act, trades in the
secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or on or prior to the third business day prior to
the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Smith
Barney LLC ("Morgan Stanley Wealth Management") and their financial advisors, of up to $11.25 per note depending on market
conditions. The agent may distribute the notes through Morgan Stanley Wealth Management, as selected dealer, or other dealers,
which may include Morgan Stanley & Co. International plc ("MSIP") and Bank Morgan Stanley AG. Morgan Stanley Wealth
Management, MSIP and Bank Morgan Stanley AG are affiliates of Morgan Stanley.

MS & Co. is our wholly owned subsidiary. MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule
5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member
firm's distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not
make sales in this offering to any discretionary account.

Acceleration Amount in Case of an Event of Default

In case an event of default with respect to the notes shall have occurred and be continuing, the amount declared due and payable
per note upon any acceleration of the notes shall be an amount in cash equal to the stated principal amount plus accrued and
unpaid interest.

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special counsel to Morgan Stanley, when the notes offered by this pricing
supplement have been executed and issued by Morgan Stanley, authenticated by the trustee pursuant to the Senior Debt Indenture
and delivered against payment as contemplated herein, such notes will be valid and binding obligations of Morgan Stanley,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of
good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as
of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In
addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the Senior
Debt Indenture and its authentication of the notes and the validity, binding nature and enforceability of the Senior Debt Indenture
with respect to the trustee, all as stated in the letter of such counsel dated February 16, 2016, which is Exhibit 5-a to Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 filed by Morgan Stanley on February 16, 2016.

Contact Information

Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our 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.

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Tax Considerations

In the opinion of our counsel, Davis Polk & Wardwell LLP, based on current market conditions, the notes should be treated as
"variable rate debt instruments" for U.S. federal tax purposes, as described in the section of the accompanying prospectus
supplement called "United States Federal Taxation?Tax Consequences to U.S. Holders--Notes--Floating Rate Notes."

Both U.S. and non-U.S. holders should read the section of the accompanying prospectus supplement entitled "United States
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Federal Taxation." The discussion under "United States Federal Taxation FATCA Legislation" in the accompanying prospectus
supplement will apply to the notes, except that, under an Internal Revenue Service notice, withholding under FATCA will not apply
to payments of gross proceeds (other than any amount treated as interest) of any disposition of the notes before January 1, 2019.

Y ou should c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S. fe de ra l t a x c onse que nc e s of a n
inve st m e nt in t he not e s, a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -
U .S.t a x ing jurisdic t ion.

T he disc ussion in t he pre c e ding pa ra gra phs unde r "T a x Conside ra t ions," a nd t he disc ussion c ont a ine d in
t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x a t ion" in t he a c c om pa nying prospe c t us supple m e nt , insofa r
a s t he y purport t o de sc ribe provisions of U .S. fe de ra l inc om e t a x la w s or le ga l c onc lusions w it h re spe c t
t he re t o, c onst it ut e t he full opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x
c onse que nc e s of a n inve st m e nt in t he not e s.

Where You Can Find More Information

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the
Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement relates. You should read the
prospectus in that registration statement, the prospectus supplement and any other documents relating to this offering that Morgan
Stanley has filed with the SEC for more complete information about Morgan Stanley and this offering. You may get these
documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Morgan Stanley will arrange to send
you the prospectus and the prospectus supplement if you so request by calling toll-free 800-584-6837.

You may access these documents on the SEC web site at.www.sec.gov as follows:

Prospe c t us Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4
Prospe c t us da t e d Fe brua ry 1 6 , 2 0 1 6

Terms used but not defined in this pricing supplement are defined in the prospectus supplement or in the prospectus. As used in
this pricing supplement, the "Company," "we," "us" and "our" refer to Morgan Stanley.

November 2016
Page 8

https://www.sec.gov/Archives/edgar/data/895421/000095010316018357/dp70808_424b2-ps1177.htm[12/2/2016 9:40:47 AM]

Document Outline

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