efc13-717_fwp.htm

Issuer:		Morgan Stanley
Designation of Depositary Shares:		Depositary shares, each representing 1/1,000th ownership interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F
Aggregate Number of Depositary Shares:		34,000,000 (39,100,000 if the underwriters exercise their option to purchase up to an additional 5,100,000 depositary shares in full) The information set forth below assumes that the underwriters will only purchase 34,000,000 depositary shares and will not purchase any additional depositary shares pursuant to their option to purchase up to an additional 5,100,000 depositary shares.
Trade Date:		December 5, 2013
Original Issue Date (Settlement):		December 10, 2013 (T + 3)
Issue Price (Price to Public) Per Depositary Share:		$25
Aggregate Issue Price (Price to Public):		$850,000,000
Underwriting Discounts and Commissions Per Depositary Share:		$0.7875; provided that the underwriting discounts and commissions will be $0.375 per depositary share with respect to any depositary share sold to certain institutions
Aggregate Underwriting Discounts and Commissions:		$26,775,000; provided that the aggregate underwriting discounts and commissions will decrease to the extent that sales are made to certain institutions as described above
Proceeds to Issuer Per Depositary Share:		$24.2125; provided that the proceeds to the Issuer per depositary share will be $24.625 in the case of any depositary share with respect to which the underwriting discounts and commissions were $0.375
Aggregate Proceeds to Issuer:		$823,225,000; provided that the proceeds to the Issuer will increase to the extent that the underwriting discounts and commissions are reduced as described above with respect to sales to certain institutions
Liquidation Preference:		$25,000 per share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F (equivalent to $25 per depositary share)
Dividend Rate (Non-Cumulative):		A fixed rate per annum equal to 6.875% from the original issue date to, but excluding, January 15, 2024 and a floating rate per annum equal to the three-month U.S. dollar LIBOR on the related dividend determination date (as defined in the Preliminary Prospectus Supplement dated December 5, 2013) plus 3.94% from and including January 15, 2024
Dividend Payment Dates:		The 15th day of January, April, July and October of each year, commencing on January 15, 2014 (as opposed to April 15, 2014 as stated in the Preliminary

		Prospectus Supplement)
Optional Redemption:		At the Issuer’s option, (i) in whole or in part, from time to time, on any dividend payment date on or after January 15, 2024 or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Treatment Event (as defined in the Preliminary Prospectus Supplement dated December 5, 2013), in each case at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends.
CUSIP:		61763E207
ISIN:		US61763E2072
Expected Ratings*:		Ba3 / BB+ / BB / BBB (Moody’s / Standard & Poor’s / Fitch / DBRS)
Lead Manager:		Morgan Stanley & Co. LLC
Co-Managers:		Such other underwriters as shall be so-named in the final Prospectus Supplement to the above-referenced Prospectus relating to the depositary shares
Global Settlement:		Through The Depository Trust Company and its participants, including Euroclear and Clearstream, Luxembourg, as the case may be