Obligation Morgan Stanleigh 3.622% ( US6174468P76 ) en USD

Morgan Stanleigh

95.77 % ▲

Etas-Unis

US6174468P76 ( en USD )

3.622% par an ( paiement semestriel )

31/03/2031

Prospectus brochure de l'obligation Morgan Stanley US6174468P76 en USD 3.622%, échéance 31/03/2031

2 000 USD

3 000 000 000 USD

6174468P7

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

01/10/2025 ( Dans 87 jours )

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 US6174468P76, paye un coupon de 3.622% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2031

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US6174468P76, 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 US6174468P76, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 efc20-315_424b2.htm
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Fixed/Floating Rate Senior Notes due 2031
$3,000,000,000
$389,400

PROSPECTUS Dated November 16, 2017
Pricing Supplement No. 3,734 to
PROSPECTUS SUPPLEMENT Dated November 16, 2017
Registration Statement No. 333-221595
Dated March 26, 2020
Rule 424(b)(2)
GLOBAL MEDIUM-TERM NOTES, SERIES I

Fixed/Floating Rate Senior Notes Due 2031

We, Morgan Stanley, are offering the Global Medium-Term Notes, Series I, Fixed/Floating Rate Senior Notes Due 2031 (the "notes")
described below on a global basis. We may redeem some or all of the notes at any time on or after October 1, 2020 and prior to April 1, 2030 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 also may
redeem the notes, (i) in whole but not in part, on April 1, 2030 or (ii) in whole at any time or in part from time to time, on or after January 1,
2031, in each case at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon
(calculated as described below) to but excluding the redemption date, in accordance with the provisions described in the accompanying prospectus
under the heading "Description of Debt Securities--Redemption and Repurchase of Debt Securities--Notice of Redemption," as supplemented by
the provisions below under the heading "Optional Redemption."

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," subject
to and as modified by the provisions described below. In addition, we describe the basic features of the notes during the Fixed Rate Period (as
defined below) in the section of the accompanying prospectus called "Description of Debt Securities--Fixed Rate Debt Securities" and during the
Floating Rate Period (as defined below) in the section of the accompanying prospectus called "Description of Debt Securities--Floating Rate
Debt Securities," in each case subject to and as modified by the provisions described below.

We describe how interest is calculated, accrued and paid during the fixed rate period, 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. We describe how interest is paid during the floating rate period under "Description of Debt Securities--Floating Rate
Debt Securities" in the accompanying prospectus, subject to and as modified by the provisions described below, including "Supplemental
Information Concerning Description of Debt Securities--Floating Rate Debt Securities" with respect to the compounding method used to
calculate accrued interest during the floating rate period and the application of the Spread to such method.

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

Investing in the notes involves risks. See "Risk Factors" on page PS-5.

The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality, 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
MUFG

None of this pricing supplement, the accompanying prospectus supplement nor the accompanying prospectus is a prospectus for the purposes
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of the Prospectus Regulation (as defined below). This pricing supplement, the accompanying prospectus supplement and the accompanying
prospectus have been prepared on the basis that any offer of notes in any Member State of the European Economic Area (the "EEA") or in the
United Kingdom (each, a "Relevant State") will only be made to a legal entity which is a qualified investor under the Prospectus Regulation
("Qualified Investors"). Accordingly any person making or intending to make an offer in that Relevant State of notes which are the subject of any
offering contemplated in this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus may only do so with
respect to Qualified Investors. Neither Morgan Stanley nor the managers have authorized, nor do they authorize, the making of any offer of notes
other than to Qualified Investors. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

PROHIBITION OF SALES TO EEA AND UNITED KINGDOM RETAIL INVESTORS The notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United
Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014,
as amended (the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA or in the
United Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the
EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
PS-2

Principal Amount:
$3,000,000,000
Maturity Date:
April 1, 2031
Settlement Date

(Original Issue
March 31, 2020 (T+3)
Date):
Interest Accrual
March 31, 2020
Date:
Issue Price:
100.000%
Specified Currency: U.S. dollars
Redemption

Percentage
at Maturity:
100%
Fixed Rate Period:
The period from and including the Settlement Date to but excluding April 1, 2030
Floating Rate
The period from and including April 1, 2030 to but excluding the Maturity Date
Period:
Interest Rate:
During the Fixed Rate Period, 3.622% per annum; during the Floating Rate Period, see "Supplemental Information
Concerning Description of Debt Securities--Floating Rate Debt Securities" below
Base Rate:
SOFR (compounded daily over a quarterly Interest Payment Period in accordance with the specific formula described in
this pricing supplement). As further described in this pricing supplement, (i) in determining the Base Rate for a U.S.
Government Securities Business Day, the Base Rate generally will be the rate in respect of such day that is provided on the
following U.S. Government Securities Business Day and (ii) in determining the Base Rate for any other day, such as a
Saturday, Sunday or holiday, the Base Rate generally will be the rate in respect of the immediately preceding U.S.
Government Securities Business Day that is provided on the following U.S. Government Securities Business Day
Spread (Plus or
Plus 3.120% (to be added to the accrued interest compounding factor for an Interest Payment Period)
Minus):
Index Maturity:
Daily
Index Currency:
U.S. dollars
Interest Payment
During the Fixed Rate Period, semiannually; during the Floating Rate Period, quarterly.
Periods:

With respect to an Interest Payment Date during the Floating Rate Period, the period from and including the second most
recent Interest Payment Period End-Date (or from and including April 1, 2030 in the case of the first Interest Payment
Period during the Floating Rate Period) to but excluding the immediately preceding Interest Payment Period End-Date;
provided that (i) the Interest Payment Period with respect to the final Interest Payment Date (i.e., the Maturity Date or, if
we elect to redeem notes, the redemption date for such notes) will be the period from and including the second-to-last
Interest Payment Period End-Date to but excluding the Maturity Date or, if we elect to redeem notes, to but excluding the
redemption date for such notes (in each case, the final Interest Payment Period End-Date for such notes) and (ii) with
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respect to such final Interest Payment Period, the level of SOFR for each calendar day in the period from and including the
Rate Cut-Off Date to but excluding the Maturity Date or redemption date, as applicable, shall be the level of SOFR in
respect of such Rate Cut-Off Date.
Interest Payment

Period
End-Dates:
With respect to the Floating Rate Period, the 1st of each January, April, July and October, commencing July 2030 and
ending on the Maturity Date or, if we elect to redeem notes, ending on the redemption date for such notes; provided that if
any scheduled Interest Payment Period End-Date, other than the Maturity Date or, if we elect to redeem notes, the
redemption date for such notes, falls on a day that is not a business day, it will be postponed to the following business day,
except that, if that business day would fall in the next calendar month, the Interest Payment Period End-Date will be the
immediately preceding business day. If the scheduled final Interest Payment Period End-Date for the notes (i.e., the
Maturity Date or, if we elect to redeem notes, the redemption date for such notes) falls on a day that is not a business day,
the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not
accrue during the period from and after the scheduled final Interest Payment Period End-Date.
Interest Payment
With respect to the Fixed Rate Period, each April 1 and October 1, commencing October 1, 2020 to and including April 1,
Dates:
2030; with respect to the Floating Rate Period, the second business day following each Interest Payment Period End-Date;
provided that the Interest Payment Date with respect to the final Interest Payment Period will be the Maturity Date or, if we
elect to redeem notes, the redemption date for such notes. If the scheduled Maturity Date or redemption date falls on a day
that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but
interest on that payment will not accrue during the period from and after the scheduled Maturity Date or redemption date.
Rate Cut-Off Date:
The second U.S. Government Securities Business Day prior to the Maturity Date or redemption date, as applicable
Business Day:
New York
Calculation Agent:
The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as
PS-3

JPMorgan Chase Bank))
Minimum
$1,000 and integral multiples of $1,000 in excess thereof
Denominations:
CUSIP:
617446 8P7
ISIN:
US6174468P76
Day Count
During the Fixed Rate Period, 30/360; during the Floating Rate Period, Actual/360
Convention:
Prohibition of Sales
to
EEA and United

Kingdom
Retail Investors:
Applicable
Other Provisions:
Optional make-whole redemption on or after October 1, 2020 and prior to April 1, 2030, on at least 5 but not more than 30
days' prior notice, as 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," provided that, for
purposes of the notes, (A) the make-whole redemption price shall be equal to the greater of: (i) 100% of the principal
amount of such notes to be redeemed and (ii) the sum of (a) the present value of the payment of principal on such notes to
be redeemed and (b) the present values of the scheduled payments of interest on such notes to be redeemed that would have
been payable from the date of redemption to April 1, 2030 (not including any portion of such payments of interest accrued
to the date of redemption), each discounted to the date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the treasury rate plus 45 basis points, as calculated by the premium calculation
agent; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the redemption date and
(B) "comparable treasury issue" means the U.S. Treasury security selected by the premium calculation agent as having a
maturity comparable to the remaining term of the notes to be redeemed as if the notes matured on April 1, 2030
("remaining life") that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining life.

See also "Optional Redemption," "Supplemental Information Concerning Description of Debt Securities--Floating Rate
Debt Securities" and "Determination of SOFR" below.
PS-4
Risk Factors

For a discussion of the risk factors affecting Morgan Stanley and its business, including market risk, credit risk, operational risk, liquidity
risk, legal, regulatory and compliance risk, risk management, competitive environment, international risk and acquisition, divestiture and joint
venture risk, among others, see "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31,
2019 and our current and periodic reports filed pursuant to the Securities Exchange Act of 1934, as amended (file number 001-11758) that are
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incorporated by reference into this pricing supplement and the accompanying prospectus supplement and prospectus.

This section describes certain selected risk factors relating to the notes. Please see "Risk Factors" in the accompanying prospectus for a
complete list of risk factors relating to the notes.

SOFR has a very limited history; the future performance of SOFR cannot be predicted based on historical performance. You should note
that publication of SOFR began on April 3, 2018 and it therefore has a very limited history. In addition, the future performance of SOFR cannot
be predicted based on the limited historical performance. The level of SOFR during the term of the notes may bear little or no relation to the
historical level of SOFR. Prior observed patterns, if any, in the behavior of market variables and their relation to SOFR, such as correlations,
may change in the future. While some pre-publication historical data have been released by the Federal Reserve Bank of New York (the "New
York Federal Reserve"), such analysis inherently involves assumptions, estimates and approximations. The future performance of SOFR is
impossible to predict and therefore no future performance of SOFR or the notes may be inferred from any of the historical simulations or historical
performance. Hypothetical or historical performance data are not indicative of, and have no bearing on, the potential performance of SOFR or
the notes. Changes in the levels of SOFR will affect the Base Rate and, therefore, the return on the notes and the trading price of such notes, but it
is impossible to predict whether such levels will rise or fall. There can be no assurance that SOFR or the Base Rate will be positive.

Any failure of SOFR to gain market acceptance could adversely affect the notes. SOFR may fail to gain market acceptance. SOFR was
developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to U.S. dollar LIBOR in part because it is
considered a good representation of general funding conditions in the overnight Treasury repo market. However, as a rate based on transactions
secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured
short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable substitute or successor for all of
the purposes for which LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding
costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain market acceptance could adversely affect the
return on the notes and the price at which you can sell such notes.

The composition and characteristics of SOFR are not the same as those of LIBOR and there is no guarantee that either SOFR or the Base
Rate is a comparable substitute for LIBOR. In June 2017, the New York Federal Reserve's Alternative Reference Rates Committee (the "ARRC")
announced SOFR as its recommended alternative to U.S. dollar LIBOR. However, the composition and characteristics of SOFR are not the same
as those of LIBOR. SOFR is a broad Treasury repo financing rate that represents overnight secured funding transactions. This means that SOFR
is fundamentally different from LIBOR for two key reasons. First, SOFR is a secured rate, while LIBOR is an unsecured rate. Second, SOFR is an
overnight rate, while LIBOR represents interbank funding over different maturities. As a result, there can be no assurance that SOFR will perform
in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market,
market volatility or global, national or regional economic, financial, political, regulatory, judicial or other events. For example, since publication
of SOFR began on April 3, 2018, daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmark or
other market rates. For additional information regarding SOFR, see "Secured Overnight Financing Rate" below.

The secondary trading market for notes linked to SOFR may be limited. Since SOFR is a relatively new market rate, the trading market
may never develop or may not be very liquid. Market terms for debt securities linked to SOFR (such as the notes) may evolve over time and, as a
result, trading prices of the notes may be lower than those of later-issued debt securities that are linked to SOFR. Similarly, if SOFR does not
prove to be widely used in debt securities similar to the notes, the trading price of the notes may be lower than that of debt securities linked to
rates that are more widely used. Investors in the notes may not be able to sell such notes at all or may not be able to sell such notes at prices that
will provide them with a yield comparable to similar investments that have a developed secondary market. Further, investors wishing to sell the
notes during the Floating Rate Period in the secondary market will have to make assumptions as to the future performance of SOFR during the
applicable Interest Payment Period in which they intend the sale to take place. As a result, investors may suffer from increased pricing volatility
and market risk.

The administrator of SOFR may make changes that could change the value of SOFR or discontinue SOFR and has no obligation to
consider your interests in doing so. The New York Federal Reserve (or a successor), as administrator of SOFR,
PS-5
may make methodological or other changes that could change the value of SOFR, including changes related to the method by which SOFR is
calculated, eligibility criteria applicable to the transactions used to calculate SOFR, or timing related to the publication of SOFR. In addition, the
administrator may alter, discontinue or suspend calculation or dissemination of SOFR (in which case a fallback method of determining the interest
rate on the notes during the Floating Rate Period, as further described under "Determination of SOFR," will apply). The administrator has no
obligation to consider your interests in calculating, adjusting, converting, revising or discontinuing SOFR.

If SOFR is discontinued, the notes will bear interest during the Floating Rate Period by reference to a different base rate, which could
adversely affect the value of the notes, the return on the notes and the price at which you can sell such notes during the Floating Rate Period;
there is no guarantee that any Benchmark Replacement will be a comparable substitute for SOFR. If we or our designee determine that a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of SOFR, then the interest rate on the notes
during the Floating Rate Period will no longer be determined by reference to SOFR, but instead will be determined by reference to a different
rate, which will be a different benchmark than SOFR, plus a spread adjustment, which we refer to as a "Benchmark Replacement," as further
described under "Determination of SOFR" below.

If a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be determined, then the next-available Benchmark
Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected, recommended or
formulated by (i) the Relevant Governmental Body (such as the ARRC), (ii) ISDA or (iii) in certain circumstances, us or our designee. In addition,
the terms of the notes expressly authorize us or our designee to make Benchmark Replacement Conforming Changes with respect to, among other
things, changes to the definition of "Interest Payment Period," timing and frequency of determining rates and making payments of interest and
other administrative matters. The determination of a Benchmark Replacement, the calculation of the interest rate on the notes during the Floating
Rate Period by reference to a Benchmark Replacement (including the application of a Benchmark Replacement Adjustment), any implementation
of Benchmark Replacement Conforming Changes and any other determinations, decisions or elections that may be made under the terms of the
notes in connection with a Benchmark Transition Event could adversely affect the value of the notes, the return on the notes and the price at which
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you can sell such notes.

Any determination, decision or election described above will be made in our or our designee's sole discretion.

In addition, (i) the composition and characteristics of the Benchmark Replacement will not be the same as those of SOFR, the Benchmark
Replacement will not be the economic equivalent of SOFR, there can be no assurance that the Benchmark Replacement will perform in the same
way as SOFR would have at any time and there is no guarantee that the Benchmark Replacement will be a comparable substitute for SOFR (each
of which means that a Benchmark Transition Event could adversely affect the value of the notes, the return on the notes and the price at which you
can sell such notes), (ii) any failure of the Benchmark Replacement to gain market acceptance could adversely affect the notes, (iii) the Benchmark
Replacement may have a very limited history and the future performance of the Benchmark Replacement cannot be predicted based on historical
performance, (iv) the secondary trading market for notes linked to the Benchmark Replacement may be limited and (v) the administrator of the
Benchmark Replacement may make changes that could change the value of the Benchmark Replacement or discontinue the Benchmark
Replacement and has no obligation to consider your interests in doing so.

The interest rate on the notes during the Floating Rate Period is based on a daily compounded SOFR rate, which is relatively new in the
marketplace. For each Interest Payment Period during the Floating Rate Period, the interest rate on the notes is based on a daily compounded
SOFR rate calculated using the specific formula described in this pricing supplement, not the SOFR rate published on or in respect of a particular
date during such Interest Payment Period or an average of SOFR rates during such period. For this and other reasons, the interest rate on the
notes during any Interest Payment Period within the Floating Rate Period will not be the same as the interest rate on other SOFR-linked
investments that use an alternative basis to determine the applicable interest rate. Further, if the SOFR rate in respect of a particular date during
an Interest Payment Period within the Floating Rate Period is negative, the portion of the accrued interest compounding factor specifically
attributable to such date will be less than one, resulting in a reduction to the accrued interest compounding factor used to calculate the interest
payable on the notes on the Interest Payment Date for such Interest Payment Period.

In addition, very limited market precedent exists for securities that use SOFR as the interest rate and the method for calculating an interest
rate based upon SOFR in those precedents varies. Accordingly, the specific formula for the daily compounded SOFR rate used in the notes may
not be widely adopted by other market participants, if at all. If the market adopts a different calculation method, that would likely adversely affect
the market value of such notes.

The amount of interest payable with respect to each Interest Payment Period during the Floating Rate Period will be determined near the
end of the Interest Payment Period. The level of the Base Rate applicable to each Interest Payment Period during the Floating Rate Period and,
therefore, the amount of interest payable with respect to such Interest Payment Period will be determined on the Interest Payment Period End-
Date for such Interest Payment Period (or the Rate Cut-Off Date for the final
PS-6
Interest Payment Period). Because each such date is near the end of such Interest Payment Period, you will not know the amount of interest
payable with respect to each such Interest Payment Period until shortly prior to the related Interest Payment Date and it may be difficult for you
to reliably estimate the amount of interest that will be payable on each such Interest Payment Date.

The price at which the notes may be sold prior to maturity will depend on a number of factors and may be substantially less than the
amount for which they were originally purchased. Some of these factors include, but are not limited to: (i) actual or anticipated changes in the
level of SOFR, (ii) volatility of the level of SOFR, (iii) changes in interest and yield rates, (iv) any actual or anticipated changes in our credit
ratings or credit spreads and (v) the time remaining to maturity of such notes. Generally, the longer the time remaining to maturity and the more
tailored the exposure, the more the market price of the notes will be affected by the other 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 SOFR, 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.

The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the notes. They also may hedge the
issuer's obligations under such notes. 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 LIBOR transition or SOFR 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 such notes. In addition, the issuer's subsidiaries may hedge the issuer's obligations under the notes and
they may realize a profit from that hedging activity even if investors do not receive a favorable investment return under the terms of such notes or
in any secondary market transaction.

The calculation agent (or, if applicable, we or our designee) will make determinations with respect to the notes. The calculation agent will
make certain determinations with respect to the notes as further described in this pricing supplement. In addition, if a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred, we or our designee will make certain determinations with respect to the notes
in our or our designee's sole discretion as further described under "Determination of SOFR" below. Any of these determinations may adversely
affect the payout to investors. Moreover, certain determinations may require the exercise of discretion and the making of subjective judgments,
such as with respect to the Base Rate or the occurrence or non-occurrence of a Benchmark Transition Event and any Benchmark Replacement
Conforming Changes. These potentially subjective determinations may adversely affect the payout to you on the notes. For further information
regarding these types of determinations, see "Supplemental Information Concerning Description of Debt Securities--Floating Rate Debt
Securities" and "Determination of SOFR" and related definitions below.

In determining the Base Rate for the final Interest Payment Period in the Floating Rate Period, the level of SOFR for any day from and
including the Rate Cut-Off Date to but excluding the Maturity Date or redemption date, as applicable, will be the level of SOFR in respect of
such Rate Cut-off Date. For the final Interest Payment Period, because the level of SOFR for any day from and including the Rate Cut-off Date
to but excluding the Maturity Date or redemption date, as applicable, will be the level of SOFR in respect of such Rate Cut-Off Date, you will not
receive the benefit of any increase in the level in respect of SOFR beyond the level for such date in connection with the determination of the
interest payable with respect to such Interest Payment Period, which could adversely impact the amount of interest payable with respect to that
Interest Payment Period.
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The notes have early redemption risk. In addition to the optional make-whole redemption discussed above under "--Other Provisions," we
have the option to redeem the notes, (i) in whole but not in part, on April 1, 2030 or (ii) in whole at any time or in part from time to time, on or
after January 1, 2031, on at least 5 but not more than 30 days' prior notice. It is more likely that we will redeem the notes prior to the stated
maturity date to the extent that the interest payable on such notes is greater than the interest that would be payable on other instruments of ours of
a comparable maturity, of comparable terms and of a comparable credit rating trading in the market. If the notes are redeemed prior to the stated
maturity date, you may have to re-invest the proceeds in a lower interest rate environment.
PS-7

Optional Redemption

In addition to the optional make-whole redemption discussed above under "--Other Provisions," we may, at our option, redeem the notes, (i)
in whole but not in part, on April 1, 2030 or (ii) in whole at any time or in part from time to time, on or after January 1, 2031, on at least 5 but not
more than 30 days' prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on such notes to
but excluding the redemption date. For the avoidance of doubt, if the notes are redeemed in part, the determination of accrued and unpaid interest
on the notes so redeemed (determined using a final Interest Payment Date, final Interest Payment Period End-Date and Rate Cut-Off Date relating
to the redemption) shall have no effect on the determination of accrued and unpaid interest on the notes that are not so redeemed. Further, if fewer
than all of the notes are to be redeemed, the trustee will select, not more than 30 days prior to the redemption date, the particular notes or portions
thereof for redemption from the outstanding notes not previously called for redemption by such method as the trustee deems fair and appropriate;
provided, that if the notes are represented by one or more global securities, beneficial interests in such notes will be selected for redemption by
the applicable depositary in accordance with its standard procedures therefor.

On or before the respective redemption date, we will deposit with the trustee money sufficient to pay the redemption price of and accrued
interest on the notes to be redeemed on that date. If such money is so deposited, on and after the redemption date interest will cease to accrue on
such notes (unless we default in the payment of the redemption price and accrued interest) and such notes will cease to be outstanding.

For information regarding notices of redemption, see "Description of Debt Securities--Redemption and Repurchase of Debt Securities--
Notice of Redemption" in the accompanying prospectus.

The notes do not contain any provisions affording the holders the right to require us to purchase the notes after the occurrence of any change
in control event affecting us.

Secured Overnight Financing Rate

SOFR is published by the New York Federal Reserve and is intended to be a broad measure of the cost of borrowing cash overnight
collateralized by U.S. Treasury securities. The New York Federal Reserve reports that SOFR includes all trades in the Broad General Collateral
Rate and bilateral Treasury repurchase agreement (repo) transactions cleared through the delivery-versus-payment service offered by the Fixed
Income Clearing Corporation (the "FICC"), a subsidiary of The Depository Trust and Clearing Corporation ("DTCC"), and SOFR is filtered by
the New York Federal Reserve to remove some (but not all) of the foregoing transactions considered to be "specials." According to the New York
Federal Reserve, "specials" are repos for specific-issue collateral, which take place at cash-lending rates below those for general collateral repos
because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security.

The New York Federal Reserve reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data
collected from The Bank of New York Mellon as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo
transactions cleared through the FICC's delivery-versus-payment service. The New York Federal Reserve also notes that it obtains information
from DTCC Solutions LLC, an affiliate of DTCC.

If data for a given market segment were unavailable for any day, then the most recently available data for that segment would be utilized,
with the rates on each transaction from that day adjusted to account for any change in the level of market rates in that segment over the
intervening period. SOFR would be calculated from this adjusted prior day's data for segments where current data were unavailable, and
unadjusted data for any segments where data were available. To determine the change in the level of market rates over the intervening period for
the missing market segment, the New York Federal Reserve would use information collected through a daily survey conducted by its Trading Desk
of primary dealers' repo borrowing activity. Such daily survey would include information reported by Morgan Stanley & Co. LLC, a wholly owned
subsidiary of Morgan Stanley, as a primary dealer.

The New York Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to important limitations, indemnification
obligations and disclaimers, including that the New York Federal Reserve may alter the methods of calculation, publication schedule, rate revision
practices or availability of SOFR at any time without notice.

Each U.S. Government Securities Business Day, the New York Federal Reserve publishes SOFR on its website at approximately 8:00 a.m.,
New York City time. If errors are discovered in the transaction data provided by The Bank of New York Mellon or DTCC Solutions LLC, or in the
calculation process, subsequent to the initial publication of SOFR but on that same day, SOFR and the accompanying summary statistics may be
republished at approximately 2:30 p.m., New York City time. Additionally, if transaction data from The Bank of New York Mellon or DTCC
Solutions LLC had previously not been available in time for publication, but became available later in the day, the affected rate or rates may be
republished at around this time. Rate revisions will only be effected on the same day as initial publication and will only be republished if the
change in the rate
PS-8
exceeds one basis point. Any time a rate is revised, a footnote to the New York Federal Reserve's publication would indicate the revision. This
revision threshold will be reviewed periodically by the New York Federal Reserve and may be changed based on market conditions.
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Because SOFR is published by the New York Federal Reserve based on data received from other sources, we have no control over its
determination, calculation or publication. See "Risk Factors" above.

The information contained in this section "Secured Overnight Financing Rate" is based upon the New York Federal Reserve's Website and
other U.S. government sources.

Supplemental Information Concerning Description of Debt Securities--Floating Rate Debt Securities

The provisions set forth below shall apply to the notes during the Floating Rate Period.

Formula for Interest Rates. Notwithstanding the terms set forth in the third sentence under "Description of Debt Securities--Floating Rate
Debt Securities--Formula for Interest Rates" in the accompanying prospectus, the following provisions apply to the notes during the Floating
Rate Period instead of the provisions of such sentence. The "Spread" is the number of basis points (one one-hundredth of a percentage point)
specified above to be added to the accrued interest compounding factor for an Interest Payment Period.

The amount of interest accrued and payable on the notes for each Interest Payment Period will be equal to the outstanding principal amount
of the notes multiplied by the product of:

(a)
the sum of the accrued interest compounding factor plus the Spread for the relevant Interest Payment Period,

- multiplied by -

(b)
the quotient obtained by dividing the actual number of calendar days in such Interest Payment Period by 360.

Notwithstanding the foregoing, in no event will the interest rate payable for any Interest Payment Period be less than zero percent.

How Floating Interest Rates Are Reset. The terms set forth in the accompanying prospectus under "Description of Debt Securities--
Floating Rate Debt Securities--How Floating Interest Rates Are Reset" shall not apply to the notes.

How Interest is Calculated. Notwithstanding the terms set forth under "Description of Debt Securities--Floating Rate Debt Securities--How
Interest Is Calculated" in the accompanying prospectus, the following provisions apply to the notes during the Floating Rate Period instead of the
provisions of such subsection. On each Interest Payment Date, accrued interest will be paid for the most recently completed Interest Payment
Period. Interest on the notes will accrue from and including the most recent Interest Payment Period End-Date to which interest has been paid or
duly provided for, or, in the case of the first Interest Payment Period during the Floating Rate Period, from and including April 1, 2030. Interest
will accrue to but excluding the next Interest Payment Period End-Date.

The calculation agent will notify the paying agent of each determination of the interest rate applicable to the notes promptly after the
determination is made.

With respect to any Interest Payment Period, the accrued interest compounding factor means the rate of return of a daily compound interest
investment computed in accordance with the following formula (with the resulting percentage rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with 0.000005 being rounded upwards to 0.00001):

"d0", for any Interest Payment Period, is the number of U.S. Government Securities Business Days in the relevant Interest Payment Period.
PS-9

"i" is a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological
order from, and including, the first U.S. Government Securities Business Day in the relevant Interest Payment Period.

"SOFRi", for any day "i" in the relevant Interest Payment Period, is a reference rate equal to SOFR in respect of that day.

"ni" is the number of calendar days in the relevant Interest Payment Period on which the rate is SOFRi.

"d" is the number of calendar days in the relevant Interest Payment Period.

For these calculations, the interest rate in effect on any U.S. Government Securities Business Day will be the applicable rate as reset on that
date. The interest rate applicable to any other day is the interest rate from the immediately preceding U.S. Government Securities Business Day.

Alternative Interest Accrual Calculation in Case of an Event of Default. In case an event of default with respect to each $1,000 principal
amount of the notes shall have occurred and be continuing, the amount declared due and payable for the notes (the "Stated Principal Amount")
upon any acceleration of the notes shall be determined by the calculation agent, after consultation with us, and shall be an amount in cash equal to
the Stated Principal Amount plus accrued and unpaid interest thereon calculated as if the date of such acceleration were the Maturity Date, final
Interest Payment Period End-Date (if applicable) and final Interest Payment Date.
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If a Payment Date is Not a Business Day. The terms set forth in the accompanying prospectus under "Description of Debt Securities--
Floating Rate Debt Securities--If a Payment Date Is Not a Business Day" shall not apply to the notes.

Determination of SOFR

The notes will bear interest at the interest rate specified in such note and this pricing supplement. During the Floating Rate Period, that
interest rate will be based on SOFR with the Index Maturity specified above.

"SOFR" means, with respect to any U.S. Government Securities Business Day:

(1) the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day as provided by the New York
Federal Reserve, as the administrator of such rate (or a successor administrator) on the New York Federal Reserve's Website on or about
5:00 p.m. (New York time) on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business
Day; or

(2) if the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day does not appear as specified in
paragraph (1), unless both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Secured Overnight
Financing Rate in respect of the last U.S. Government Securities Business Day for which such rate was published on the New York Federal
Reserve's Website; or

(3) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred:

·
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement
Adjustment; or

·
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

·
the sum of: (a) the alternate rate of interest that has been selected by us or our designee as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a
replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark
Replacement Adjustment.

"Benchmark" means the Secured Overnight Financing Rate with the Index Maturity specified above; provided that if a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred with respect to the Secured Overnight Financing Rate with the Index Maturity
specified above or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement.
PS-10

"Benchmark Replacement" means the first alternative set forth in the order presented in clause (3) of the definition of "SOFR" that can be
determined by us or our designee as of the Benchmark Replacement Date. In connection with the implementation of a Benchmark Replacement,
we or our designee will have the right to make Benchmark Replacement Conforming Changes from time to time.

"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by us or our designee
as of the Benchmark Replacement Date:

(1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or our designee giving due
consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating
rate notes at such time.

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of "Interest Payment Period," timing and frequency of determining rates and making
payments of interest and other administrative matters) that we or our designee decide may be appropriate to reflect the adoption of such
Benchmark Replacement in a manner substantially consistent with market practice (or, if we or our designee decide that adoption of any portion
of such market practice is not administratively feasible or if we or our designee determine that no market practice for use of the Benchmark
Replacement exists, in such other manner as we or our designee determine is reasonably necessary).

"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or
publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases
to provide the Benchmark; or

(2) in the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication of
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information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the
Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time
for such determination.

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such
administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide the Benchmark;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank
for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority
with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the
administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide the Benchmark; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that
the Benchmark is no longer representative.
PS-11

A "business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in The City of New York.

"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor
thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to
time.

"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive or negative value or zero) that would apply for
derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the
Benchmark for the applicable tenor.

"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the
occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

"New York Federal Reserve" means the Federal Reserve Bank of New York.

"New York Federal Reserve's Website" means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any
successor source.

"Reference Time" with respect to any determination of the Benchmark means the time determined by us or our designee in accordance with
the Benchmark Replacement Conforming Changes.

"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

"U.S. Government Securities Business Day" means any day except for a Saturday, Sunday or a day on which the Securities Industry and
Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading
in U.S. government securities.

"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or election that
may be made by us or our designee pursuant to this section "Determination of SOFR," including any determination with respect to a tenor, rate
or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action
or any selection:

·
will be conclusive and binding absent manifest error;

·
will be made in our or our designee's sole discretion; and

·
notwithstanding anything to the contrary in the documentation relating to the notes, shall become effective without consent from the
holders of the notes or any other party.

United States Federal Taxation

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In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes should be treated as "variable rate debt instruments" for U.S. federal
tax purposes. The notes will be treated as providing for a single fixed rate followed by a single qualified floating rate ("QFR"), as described in the
sections of the accompanying prospectus supplement called "United States Federal Taxation?Tax Consequences to U.S. Holders?Floating Rate
Notes?General" and "?Floating Rate Notes that Provide for Multiple Rates." Under applicable Treasury Regulations, in order to determine the
amount of qualified stated interest ("QSI") and original issue discount ("OID") in respect of the notes, an equivalent fixed rate debt instrument
must be constructed for the entire term of the notes. The equivalent fixed rate debt instrument is constructed in the following manner: (i) first, the
initial fixed rate is converted to a QFR that would preserve the fair market value of the notes, and (ii) second, each QFR (including the QFR
PS-12
determined under (i) above) is converted to a fixed rate substitute (which will generally be the value of that QFR as of the issue date of the notes).
Under Treasury Regulations applicable to certain options arising under the terms of a debt instrument, in determining the amount of QSI and OID,
we will be deemed to exercise our optional redemption right if doing so would reduce the yield on the equivalent fixed rate debt instrument. For
the purpose of determining QSI and OID, the optional make-whole redemption should not be deemed to be exercised. However, if, as of the issue
date, redeeming the notes on April 1, 2030 would reduce the yield of the equivalent fixed rate debt instrument, the notes will be treated as fixed rate
debt instruments maturing on April 1, 2030 (the "instrument maturing April 2030"). Under those circumstances, if the notes are not actually
redeemed by us on April 1, 2030, solely for purposes of the OID rules, they will be deemed retired and reissued for their principal amount, and
will thereafter be treated as floating rate debt instruments with a term of one year (the "1-year instrument"). The instrument maturing April 2030
would be treated as issued without OID, and all payments of interest thereon would be treated as QSI. Interest on the 1- year instrument should
generally be taken into account when received or accrued, according to your method of tax accounting, but it is possible that the 1-year
instrument could be subject to the rules described under "United States Federal Taxation?Tax Consequences to U.S. Holders?Short-Term Notes"
in the accompanying prospectus supplement.

If, as of the issue date, redeeming the notes on April 1, 2030 would not reduce the yield on the equivalent fixed rate debt instrument, the rules
under "United States Federal Taxation?Tax Consequences to U.S. Holders? Discount Notes?General" must be applied to the equivalent fixed
rate debt instrument to determine the amounts of QSI and OID on the notes. Under those circumstances, the notes may be issued with OID.

A U.S. holder is required to include any QSI in income in accordance with the U.S. holder's regular method of accounting for U.S. federal
income tax purposes. U.S. holders will be required to include any OID in income for U.S. federal income tax purposes as it accrues, in accordance
with a constant yield method based on a compounding of interest. QSI allocable to an accrual period must be increased (or decreased) by the
amount, if any, which the interest actually accrued or paid during an accrual period (including the fixed rate payments made during the initial
period) exceeds (or is less than) the interest assumed to be accrued or paid during the accrual period under the equivalent fixed rate debt
instrument.

In addition, as discussed in the accompanying prospectus supplement, withholding rules commonly referred to as "FATCA" apply to certain
financial instruments (including the notes) with respect to payments of amounts treated as interest (including OID, if any) and to any payment of
gross proceeds of a disposition (including retirement) of such an instrument. However, recently proposed Treasury Regulations (the preamble to
which specifies that taxpayers are permitted to rely on them pending finalization) eliminate the withholding requirement on payments of gross
proceeds of a taxable disposition (other than amounts treated as "FDAP income" as defined in the accompanying prospectus supplement).

Both U.S. and non-U.S. holders of the notes should read the section of the accompanying prospectus supplement entitled "United States
Federal Taxation."

You should consult your tax adviser regarding all aspects of the U.S. federal tax consequences of an investment in the notes, as well as any
tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction. Moreover, neither this document nor the
accompanying prospectus supplement address the consequences to taxpayers subject to special accounting rules under Section 451(b) of the
Internal Revenue Code of 1986, as amended.

The discussion in the preceding paragraphs under "United States Federal Taxation," and the discussion contained in the section entitled
"United States Federal Taxation" in the accompanying prospectus supplement, insofar as they purport to describe provisions of U.S. federal
income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material
U.S. federal tax consequences of an investment in the notes.

PS-13
Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

On March 26, 2020, 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 99.550%, 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 100.000%, plus accrued interest, if any, less a combined management
and underwriting commission of 0.450% of the principal amount of the notes.

Principal Amount of
Name
Notes

Morgan Stanley & Co. LLC

$2,070,000,000
MUFG Securities Americas Inc.

300,000,000
ANZ Securities, Inc.

30,000,000
Academy Securities, Inc.

30,000,000
Apto Partners, LLC

30,000,000
BMO Capital Markets Corp.

30,000,000
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Document Outline

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