Obligation Morgan Stanleigh 4% ( US6174468C63 ) en USD

Morgan Stanleigh

99.905 % ▲

Etas-Unis

US6174468C63 ( en USD )

4% par an ( paiement semestriel )

23/07/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US6174468C63 en USD 4%, échue

1 000 USD

3 000 000 000 USD

6174468C6

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'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US6174468C63, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/07/2025

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US6174468C63, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US6174468C63, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

efc15-547_fm424b2.htm
424B2 1 efc15-547_fm424b2.htm
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Fixed Rate Senior Notes due 2025
$2,997,540,000
$348,314.15

PROSPECTUS Dated November 19, 2014
Pricing Supplement No. 426 to
PROSPECTUS SUPPLEMENT Dated November 19, 2014
Registration Statement No. 333-200365
Dated July 20, 2015
Rule 424(b)(2)
GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Senior Notes Due 2025
We, Morgan Stanley, are offering the Global Medium-Term Notes, Series F, Fixed Rate Senior Notes Due 2025 (the "notes") described below on a
global basis. We may redeem some or all of the notes at any time on or after January 23, 2016 in accordance with the provisions described in the
accompanying prospectus under the heading "Description of Debt Securities--Redemption and Repurchase of Debt Securities--Optional Make-whole
Redemption of Debt Securities," as supplemented by the provisions below.

We will issue the notes only in registered form, which form is further described under "Description of Notes--Forms of Notes" in the
accompanying prospectus supplement.

We describe the basic features of the notes in the section of the accompanying prospectus supplement called "Description of Notes" and in the
section of the accompanying prospectus called "Description of Debt Securities--Fixed Rate Debt Securities," in each case subject to and as modified by
the provisions described below.

We describe how interest on the notes is calculated, accrued and paid, including where a scheduled interest payment date is not a business day (the
following unadjusted business day convention), under "Description of Debt Securities--Fixed Rate Debt Securities" in the accompanying prospectus.

Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement and prospectus, as applicable.

Principal Amount:
$3,000,000,000

Interest Payment Period:
Semi-annual
Maturity Date:
July 23, 2025

Interest Payment Dates:
Each January 23 and July 23,
Settlement Date

commencing January 23, 2016
(Original Issue Date):
July 23, 2015 (T+3)

Business Day:
New York
Interest Accrual Date:
July 23, 2015

Business Day Convention:
Following unadjusted
Issue Price:
99.918%

Minimum Denominations:
$1,000 and integral multiples
Specified Currency:
U.S. dollars

of $1,000 in excess thereof
Redemption Percentage

CUSIP:
6174468C6
at Maturity:
100%

ISIN:
US6174468C63
Interest Rate:
4.00% per annum

Other Provisions:
Optional make-whole

(calculated on a 30/360 day

redemption on or after January

count basis)

23, 2016 (spread over

treasury rate: plus 25 basis

points)

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are
they obligations of, or guaranteed by, a bank.

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 or prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

MORGAN STANLEY

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efc15-547_fm424b2.htm
MUFG

ABN AMRO
ACADEMY SECURITIES
BMO CAPITAL MARKETS
BNY MELLON CAPITAL MARKETS, LLC
CAPITAL ONE SECURITIES
COMMERZBANK
DREXEL HAMILTON
FIFTH THIRD SECURITIES
ING
KKR
LEBENTHAL& CO., LLC
LLOYDS SECURITIES
RBC CAPITAL MARKETS
RBS
REGIONS SECURITIES LLC
SOCIETE GENERALE
SUNTRUST ROBINSON HUMPHREY
US BANCORP
UBS INVESTMENT BANK

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

On July 20, 2015, we agreed to sell to the managers listed below, and they severally agreed to purchase, the principal amounts of notes set forth
opposite their respective names below at a net price of 99.468%, plus accrued interest, if any, which we refer to as the "purchase price" for the
notes. The purchase price for the notes equals the stated issue price of 99.918%, plus accrued interest, if any, less a combined management and
underwriting commission of 0.45% of the principal amount of the notes.

Name

Principal Amount of Notes
Morgan Stanley & Co. LLC

$2,130,000,000
Mitsubishi UFJ Securities (USA), Inc.

300,000,000
ABN AMRO Securities (USA) LLC

30,000,000
Academy Securities, Inc.

30,000,000
BMO Capital Markets Corp.

30,000,000
BNY Mellon Capital Markets, LLC

30,000,000
Capital One Securities, Inc.

30,000,000
Commerz Markets LLC

30,000,000
Drexel Hamilton, LLC

30,000,000
Fifth Third Securities, Inc.

30,000,000
ING Financial Markets LLC

30,000,000
KKR Capital Markets LLC

30,000,000
Lebenthal & Co., LLC

30,000,000
Lloyds Securities Inc.

30,000,000
RBC Capital Markets, LLC

30,000,000
RBS Securities Inc.

30,000,000
Regions Securities LLC

30,000,000
SG Americas Securities, LLC

30,000,000
SunTrust Robinson Humphrey, Inc.

30,000,000
U.S. Bancorp Investments, Inc.

30,000,000
UBS Securities LLC

30,000,000

Total
$3,000,000,000
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efc15-547_fm424b2.htm

Morgan Stanley & Co. LLC is our wholly-owned subsidiary. Mitsubishi UFJ Financial Group, Inc., the ultimate parent of Mitsubishi UFJ
Securities (USA), Inc. (one of the managers), holds an approximately 22% interest in Morgan Stanley. This offering will be conducted in compliance
with the requirements of 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. In accordance with Rule 5121 of FINRA, Morgan Stanley &
Co. LLC and Mitsubishi UFJ Securities (USA), Inc. may not make sales in this offering to any discretionary accounts without the prior written
approval of the customer.

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 (as defined in the accompanying
prospectus) 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,

PS-2

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 (i)
the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) the validity,
legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of
the notes to the extent determined to constitute unearned interest. 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 November 19, 2014, which is Exhibit 5-a to the
Registration Statement on Form S-3 filed by Morgan Stanley on November 19, 2014.

PS-3
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