Obligation Morgan Stanleigh 1.406% ( US61760QJT22 ) en USD

Morgan Stanleigh

100 % ⇌

Etas-Unis

US61760QJT22 ( en USD )

1.406% par an ( paiement semestriel )

20/03/2027

Prospectus brochure de l'obligation Morgan Stanley US61760QJT22 en USD 1.406%, échéance 20/03/2027

1 000 USD

1 000 000 USD

61760QJT2

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

20/09/2025 ( Dans 76 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 US61760QJT22, paye un coupon de 1.406% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/03/2027

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QJT22, 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 US61760QJT22, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp73845_424b2-ps1393.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price

Fee
Senior Fixed to Floating Rate Notes due 2027
$1,000,000
$115.90

M a rc h 2 0 1 7
Pricing Supplement No. 1,393

Registration Statement No. 333-200365
Dated March 6, 2017
Filed pursuant to Rule 424(b)(2)

Fixed to Floating Rate Notes due 2027
Ba se d on 3 -M ont h U SD LI BOR

As further described below, interest will accrue and be payable on the notes quarterly, in arrears, (i) from the original issue date to
March 20, 2019: at a rate of 4.00% per annum and (ii) from March 20, 2019 to maturity: at a variable rate equal to 3-Month USD
LIBOR plus 1.10%, subject to the minimum interest rate of 0.00% per annum and the maximum interest rate of 5.00% per annum.

All pa ym e nt s a re subje c t t o t he c re dit risk of M orga n St a nle y. I f M orga n St a nle y de fa ult s on it s obliga t ions,
you c ould lose som e or a ll of your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not
ha ve a ny se c urit y int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.

FI N AL T ERM S
I ssue r:
Morgan Stanley
Aggre ga t e princ ipa l a m ount : $1,000,000. May be increased prior to the original issue date but we are not required to do so.
I ssue pric e :
At variable prices
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
March 6, 2017
Origina l issue da t e :
March 20, 2017 (10 business days after the pricing date)
M a t urit y da t e :
March 20, 2027
I nt e re st a c c rua l da t e :
March 20, 2017
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
Re fe re nc e ra t e :
3-Month USD LIBOR. Please see "Additional Provisions--Reference Rate" below.
I nt e re st ra t e :
From and including the original issue date to but excluding March 20, 2019: 4.00% per annum
From and including March 20, 2019 to but excluding the maturity date (the "floating interest
rate period"):

Reference rate plus 1.10%; subject to the minimum interest rate and the maximum
interest rate.

For the purpose of determining the level of the reference rate applicable to an interest payment
period, the level of the reference rate will be determined two (2) London banking days prior to
the related interest reset date at the start of such interest payment period (each, an "interest
determination date").
Interest for each interest payment period during the floating interest rate period is subject to
the minimum interest rate of 0.00% per annum and the maximum interest rate of 5.00% per
annum.
I nt e re st pa ym e nt pe riod:
Quarterly
I nt e re st pa ym e nt pe riod e nd Unadjusted
da t e s:
I nt e re st pa ym e nt da t e s:
Each March 20, June 20, September 20 and December 20, beginning June 20, 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:
Each March 20, June 20, September 20 and December 20, beginning March 20, 2019;
provided that such interest reset dates shall not be adjusted for non-business days.
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Da y-c ount c onve nt ion:
30/360
M inim um int e re st ra t e :
0.00% per annum during the floating interest rate period
M a x im um int e re st ra t e :
5.00% per annum during the floating interest rate period
Re de m pt ion:
Not applicable
Spe c ifie d c urre nc y:
U.S. dollars
CU SI P / I SI N :
61760QJT2 / US61760QJT22
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
$984.40 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 $962.50 per note. See "The Notes" on page 2.

Com m issions a nd issue
Age nt 's
pric e :
Pric e t o public (1)(2)
c om m issions (2)
Proc e e ds t o issue r (3)
Pe r not e
At variable prices
$10
$990
T ot a l
At variable prices
$10,000
$990,000
(1) The notes will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the
time of each sale, which may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices;
provided, however, that such price will not be less than $992.50 per note and will not be more than $1,000 per note. See "Risk
Factors--The price you pay for the notes may be higher than the prices paid by other investors."
(2) 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 $10 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.
(3) See "Use of Proceeds and Hedging" on page 6.
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 J a nua ry 1 1 , 2 0 1 7 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 .

Morgan Stanley

Fixed to Floating Rate Notes due 2027
Ba se d on 3 -M ont h U SD LI BOR
The Notes

The notes are debt securities of Morgan Stanley. From the original issue date until March 20, 2019, interest on the notes will
accrue and be payable on the notes quarterly, in arrears, at 4.00% per annum, and thereafter, during the floating interest rate
period, interest on the notes will accrue and be payable on the notes quarterly, in arrears, at a variable rate equal to 3-Month USD
LIBOR plus 1.10%, subject to the minimum interest rate of 0.00% per annum and the maximum interest rate of 5.00% per annum.
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 of each note is $1,000, and the issue price is variable. This price includes costs associated with
issuing, selling, structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes on
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the pricing date is less than the issue price. We estimate that the value of each note on the pricing date is $984.40. The estimated
value on any subsequent pricing date may be lower than this estimate, but will in no case be less than $962.50 per note.

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-
based component linked to LIBOR. The estimated value of the notes is determined using our own pricing and valuation models,
market inputs and assumptions relating to LIBOR, instruments based on LIBOR, volatility and other factors including current and
expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate
at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the notes?

In determining the economic terms of the notes, including the interest rate and the maximum interest rate applicable to each
interest payment period during the floating interest rate period, we use an internal funding rate, which is likely to be lower than our
secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by
you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more
favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the notes?

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 LIBOR, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type, the costs of unwinding the related hedging transactions and other factors.

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

Re fe re nc e Ra t e

"LIBOR" as defined in the accompanying prospectus in the section called "Description of Debt Securities--Floating Rate Debt
Securities" and "--Base Rates" with an index maturity of 3 months and an index currency of U.S. dollars and as displayed on
Reuters Page LIBOR01.

March 2017
Page 2
Morgan Stanley

Fixed to Floating Rate Notes due 2027
Ba se d on 3 -M ont h U SD LI BOR
Historical Information

The following graph sets forth the historical percentage levels of the reference rate for the period from January 1, 2007 to March 6,
2017. The historical levels of the reference rate do not reflect the 1.10% spread that will apply to the interest that will accrue on the
notes for each interest payment period during the floating interest rate period, and should not be taken as an indication of its future
performance. We obtained the information in the graph below from Bloomberg Financial Markets, without independent verification.

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* T he re d line in t he gra ph a bove re pre se nt s t he m a x im um int e re st ra t e of 5 .0 0 % pe r a nnum , a nd t he gre e n
line re pre se nt s t he m inim um int e re st ra t e of 0 .0 0 % pe r a nnum , in e a c h c a se , a pplic a ble t o e a c h int e re st
pa ym e nt pe riod during t he floa t ing ra t e int e re st ra t e pe riod.

March 2017
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Morgan Stanley

Fixed to Floating Rate Notes due 2027
Ba se d on 3 -M ont h U SD LI BOR
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 reference rate, 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. Investors should consult their financial and legal advisers as to the risks entailed by an investment in the notes and the
suitability of the notes in light of their particular circumstances.

T he hist oric a l pe rform a nc e of t he re fe re nc e ra t e is not a n indic a t ion of fut ure pe rform a nc e . The historical
performance of the reference rate should not be taken as an indication of future performance during the term of the notes.
Changes in the levels of the reference rate will affect the trading price of the notes, but it is impossible to predict whether such
levels will rise or fall.

T he a m ount of int e re st pa ya ble on t he not e s for e a c h int e re st pa ym e nt pe riod during t he floa t ing
int e re st ra t e pe riod is c a ppe d. The interest rate on the notes for each interest payment period during the floating interest
rate period is capped at the maximum interest rate of 5.00%per annum (equal to a maximum quarterly interest payment of
$12.50 for each $1,000 stated principal amount of notes).

I nve st ors a re subje c t t o our c re dit risk , a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o our c re dit ra t ings 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
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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.

T he pric e a t w hic h t he not e s m a y be sold prior t o m a t urit y w ill de pe nd on a num be r of fa c t ors a nd m a y
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 are not limited to: (i) actual or anticipated changes in the level of the reference rate, (ii) volatility of the level of the
reference rate, (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 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 the reference rate, 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.

T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he not e s in t he
origina l issue pric e re duc e t he e c onom ic t e rm s of t he not e s, c a use t he e st im a t e d va lue of t he not e s t o
be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no
change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., are willing to
purchase the notes in secondary market transactions will likely be significantly lower than the original issue price, because
secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original
issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and
the bid-offer spread that any dealer would charge in a secondary market transaction of this type, the costs of unwinding the
related hedging transactions as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the notes in the original issue price and the lower rate we
are willing to pay as issuer make the economic terms of the notes less favorable to you than they otherwise would be.

March 2017
Page 4
Morgan Stanley

Fixed to Floating Rate Notes due 2027
Ba se d on 3 -M ont h U SD LI BOR

T he e st im a t e d va lue of t he not e s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls, w hic h
m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e . These
pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of securities, our models may yield a higher estimated value of the notes than those generated by others,
including other dealers in the market, if they attempted to value the notes. In addition, the estimated value on the pricing date
does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
notes in the secondary market (if any exists) at any time. The value of your notes at any time after the date of this pricing
supplement will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions.

T he pric e you pa y for t he not e s m a y be highe r t ha n t he pric e s pa id by ot he r inve st ors. The agent proposes
to offer the notes from time to time for sale to investors in one or more negotiated transactions, or otherwise, at market prices
prevailing at the time of sale, at prices related to then-prevailing prices, at negotiated prices, or otherwise. Accordingly, there is
a risk that the price you pay for the notes will be higher than the prices paid by other investors based on the date and time you
make your purchase, from whom you purchase the notes (e.g., directly from the agent or through a broker or dealer), any
related transaction cost (e.g., any brokerage commission), whether you hold your notes in a brokerage account, a fiduciary or
fee-based account or another type of account and other market factors.

T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d. 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
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time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on
its estimate of the current value of the notes, taking into account its bid/offer spread, our credit spreads, market volatility, the
notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the
likelihood that it will be able to resell the notes. Even if there is a secondary market, it may not provide enough liquidity to
allow you to trade or sell the notes easily. Since other broker-dealers may not participate significantly in the secondary market
for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which MS & Co.
is willing to transact. If, at any time, MS & Co. were to cease making a market in the notes, it is likely that there would be no
secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.

M orga n St a nle y & Co. LLC, w hic h is a subsidia ry of t he issue r, ha s de t e rm ine d t he e st im a t e d va lue on
t he pric ing da t e . MS & Co. has determined the estimated value of the notes on the pricing date.

T he issue r, it s subsidia rie s or a ffilia t e s m a y publish re se a rc h t ha t c ould a ffe c t t he m a rk e t va lue of t he
not e s. T he y a lso e x pe c t t o he dge t he issue r's obliga t ions unde r t he 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
reference rate 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. In addition, the issuer's subsidiaries expect to hedge the issuer's obligations under the notes and they may
realize a profit from that expected hedging activity even if investors do not receive a favorable investment return under the
terms of the notes or in any secondary market transaction.

T he c a lc ula t ion a ge nt , w hic h is a subsidia ry of t he issue r, w ill m a k e de t e rm ina t ions w it h re spe c t t o t he
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 reference rate. These potentially subjective determinations may adversely affect the payout to you on the
notes. For further information regarding these types of determinations, see "Description of Debt Securities--Base Rates--
LIBOR Debt Securities" and related definitions in the accompanying prospectus.

March 2017
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Morgan Stanley

Fixed to Floating Rate Notes due 2027
Ba se d on 3 -M ont h U SD LI BOR
Use of Proceeds and Hedging

The proceeds we receive from the sale of the notes will be used for general corporate purposes. We will receive, in aggregate,
$1,000 per note issued, because, when we enter into hedging transactions in order to meet our obligations under the notes, our
hedging counterparty will reimburse the cost of the Agent's commissions. The costs of the notes borne by you and described on
page 2 above comprise the Agent's commissions and the cost of issuing, structuring and hedging the notes.

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

We expect to deliver the notes against payment therefor in New York, New York on March 20, 2017, which will be the tenth
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.

The notes will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of
each sale, which may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided,
however, that such price will not be less than $992.50 per note and will not be more than $1,000 per note.

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 $10 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.

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MS & Co. is our wholly owned subsidiary and it and other subsidiaries of ours expect to make a profit by selling, structuring and,
when applicable, hedging the notes.

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 January 11, 2017, which is Exhibit 5.1 to the Form 8-K
filed by Morgan Stanley on January 11, 2017.

March 2017
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Morgan Stanley

Fixed to Floating Rate Notes due 2027
Ba se d on 3 -M ont h U SD LI BOR
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.

Tax Considerations

In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will 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?Notes?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. 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 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). The rules under "United States
Federal Taxation?Tax Consequences to U.S. Holders?Notes?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 this method, 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 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
https://www.sec.gov/Archives/edgar/data/895421/000095010317002302/dp73845_424b2-ps1393.htm[3/8/2017 2:49:45 PM]

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. For the QSI and the amount of OID (if any) on a note, please
contact Morgan Stanley at [email protected].

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

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.

March 2017
Page 7
Morgan Stanley

Fixed to Floating Rate Notes due 2027
Ba se d on 3 -M ont h U SD LI BOR
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 J a nua ry 1 1 , 2 0 1 7
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.

March 2017
Page 8
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Document Outline

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