Obligation Morgan Stanleigh 2.75% ( US61744YAH18 ) en USD

Morgan Stanleigh

100 % ⇌

Etas-Unis

US61744YAH18 ( en USD )

2.75% par an ( paiement semestriel )

19/05/2022 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61744YAH18 en USD 2.75%, échue

1 000 USD

3 250 000 000 USD

61744YAH1

NR

NR

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 US61744YAH18, paye un coupon de 2.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/05/2022

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61744YAH18, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61744YAH18, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 efc17-371_424b2.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 2022
$3,243,207,500
$375,887.75

PROSPECTUS Dated February 16, 2016
Pricing Supplement No. 1,547 to
PROSPECTUS SUPPLEMENT Dated January 11, 2017
Registration Statement No. 333-200365
Dated May 16, 2017
Rule 424(b)(2)

GLOBAL MEDIUM-TERM NOTES, SERIES I
Fixed Rate Senior Notes Due 2022
We, Morgan Stanley, are offering the Global Medium-Term Notes, Series I, Fixed Rate Senior Notes Due 2022 (the "notes") described below
on a global basis. We may not redeem the notes prior to the maturity thereof.

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.

Investing in the notes involves risks. See "Risk Factors" beginning on page 7 of the accompanying prospectus.

Principal Amount:
$3,250,000,000

Interest Payment Period:
Semi-annual
Maturity Date:
May 19, 2022

Interest Payment Dates:
Each May 19 and November
Settlement Date

19, commencing November 19
(Original Issue Date):
May 19, 2017 (T+3)

2017
Interest Accrual Date:
May 19, 2017

Business Day:
New York
Issue Price:
99.791%

Business Day Convention:
Following unadjusted
Specified Currency:
U.S. dollars

Minimum Denominations:
$1,000 and integral multiples
Redemption Percentage

of $1,000 in excess thereof
at Maturity:
100%

CUSIP:
61744Y AH1
Interest Rate:
2.750% per annum

ISIN:
US61744YAH18
(calculated on a 30/360 day

Other Provisions:
None

count basis)

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
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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
Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

On May 16, 2017, 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 99.441%, 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 99.791%, plus accrued interest, if any, less a combined management
and underwriting commission of 0.350% of the principal amount of the notes.

Principal Amount of
Notes
Name

Morgan Stanley & Co. LLC
$2,307,500,000
MUFG Securities Americas Inc.
325,000,000
ABN AMRO Securities (USA) LLC
32,500,000
Barclays Capital Inc.
32,500,000
BB&T Capital Markets, a division of BB&T Securities, LLC
32,500,000
BMO Capital Markets Corp.
32,500,000
Capital One Securities, Inc.
32,500,000
Citizens Capital Markets, Inc.
32,500,000
Credit Suisse Securities (USA) LLC
32,500,000
Deutsche Bank Securities Inc.
32,500,000
Fifth Third Securities, Inc.
32,500,000
FTN Financial Securities Corp.
32,500,000
ING Financial Markets LLC
32,500,000
Mischler Financial Group, Inc.
32,500,000
nabSecurities, LLC
32,500,000
Natixis Securities Americas LLC
32,500,000
PNC Capital Markets LLC
32,500,000
RBS Securities Inc.
32,500,000
Scotia Capital (USA) Inc.
32,500,000
Siebert Cisneros Shank & Co., L.L.C.
32,500,000

U.S. Bancorp Investments, Inc.
32,500,000

Total
$3,250,000,000

Morgan Stanley & Co. LLC is our wholly-owned subsidiary. Mitsubishi UFJ Financial Group, Inc., the ultimate parent of MUFG Securities
Americas Inc. (one of the managers), holds an approximately 24% 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 MUFG Securities Americas 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
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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
January 11, 2017, which is Exhibit 5.1 to the Form 8-K filed by Morgan Stanley on January 11, 2017.

PS-3
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Document Outline

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