Form FWP MORGAN STANLEY Filed by: MORGAN STANLEY

Issuer:

Morgan Stanley

Principal Amount:

$1,000,000,000

Maturity Date:

August 13, 2046

Trade Date:

July 29, 2016

Original Issue Date (Settlement):

August 12, 2016 (T+10)

Interest Accrual Date:

August 12, 2016

Issue Price (Price to Public):

 

Agents’ Commission:

0.120%

All-in Price:

99.880%

Net Proceeds to Issuer:

$991,250,000. The net proceeds to the Issuer reflect the Price to Public set forth above as reduced by (a) the Agents’ Commission set forth above and (b) an aggregate fee of $7,550,000 that the Issuer will pay to Morgan Stanley & Co. LLC (“MS&Co.”) and MUFG Securities Americas Inc. (“Mitsubishi”) in connection with structuring services that they provided in connection with the notes. MS&Co. is our wholly-owned subsidiary. Mitsubishi UFJ Financial Group, Inc., the ultimate parent of Mitsubishi, holds an approximately 22% interest in Morgan Stanley. MS&Co. and Mitsubishi are not licensed securities firms in the Republic of China (“ROC”) and will not underwrite or sell any notes offered hereby. 

Interest Rate:

4.000% per annum

Interest Payment Period:

Semi-annual

Interest Payment Dates:

Each February 13 and August 13, commencing February 13, 2017

Day Count Convention:

30/360

Optional Redemption:

The Issuer may, at its option, redeem the notes, in whole but not in part, on each August 13 on or after August 13, 2017, on at least 5 but not more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the notes to the redemption date. See “Description of Debt Securities – Redemption and Repurchase of Debt Securities – Notice of Redemption” in the prospectus referenced below and “Optional Redemption” in the preliminary pricing supplement referenced below. 

Tax Redemption and Payment of

Additional Amounts:

Yes

Specified Currency:

U.S. Dollars (“$”)

Minimum Denomination:

$100,000 and integral multiples of $1,000 in excess thereof

Business Days:

New York and Taipei

Listing:

Application will be made to the Taipei Exchange (the “TPEx”) for the listing of, and permission to deal in, the notes by way of debt issues to professional institutional investors as defined under Paragraph 2, Article 4 of the Financial Consumer Protection Act of the ROC only and such permission is expected to become effective on or about August 12, 2016. The TPEx is not responsible for the content of the pricing supplement relating to the notes, this free writing prospectus, the accompanying preliminary pricing supplement, the accompanying prospectus supplement or the accompanying prospectus and no representation is made by the TPEx to the accuracy or completeness of the pricing supplement relating to the notes, this free writing prospectus, the accompanying preliminary pricing supplement, the accompanying prospectus supplement or the

ISIN:

XS1467392707

Common Code:

146739270

Form:

Registered; issued under the Classic Safekeeping Structure

Issuer Ratings:

A3 (Moody’s) / BBB+ (Standard & Poor’s) / A (Fitch) / A- (R&I) / A (high) (DBRS) (Stable / Stable / Stable / Stable / Stable) 

Agents:

E. Sun Commercial Bank, Ltd. (“E. Sun”), Cathay United Bank Co., Ltd. (“Cathay”), CTBC Bank Co., Ltd. (“CTBC”), Fubon Securities Co., Ltd. (“Fubon”) and Yuanta Securities Co., Ltd. (“Yuanta”). E. Sun, Cathay, CTBC, Fubon and Yuanta are not U.S. registered broker-dealers and, therefore, to the extent that they intend to effect any sales of the notes in the United States and to the extent permitted by applicable laws and regulations, they will do so through one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc. 

Selling Restrictions:

In addition to the selling restrictions beginning on page S-36 in the accompanying prospectus supplement dated November 19, 2014, the following selling restrictions also apply to the notes:

The notes have not been, and shall not be, offered, sold or resold, directly or indirectly, to investors other than “professional institutional investors” as defined under Paragraph 2, Article 4 of the Financial Consumer Protection Act of the ROC, which currently include: overseas or domestic (i) banks, securities firms, futures firms and insurance companies (excluding insurance agencies, insurance brokers and insurance surveyors), the foregoing as further defined in more detail in Paragraph 3, Article 2 of the Financial Supervisory Commission Organization Act, (ii) fund management companies, government investment institutions, government funds, pension funds, mutual funds, unit trusts, and funds managed by financial service enterprises pursuant to the Securities Investment Trust and Consulting Act, the Future Trading Act or the Trust Enterprise Act or investment assets mandated and delivered by or transferred for trust by financial consumers and (iii) other institutions recognised by the Financial Supervisory Commission of the ROC. Purchasers of the notes are not permitted to sell or otherwise dispose of the notes except by transfer to the aforementioned professional institutional investors.