Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 02 2019 - 6:12AM
Edgar (US Regulatory)
Morgan
Stanley
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Free
Writing Prospectus to Preliminary Terms No. 2,218
Registration
Statement Nos. 333-221595; 333-221595-01
Dated July 1, 2019; Filed pursuant
to Rule 433
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5-Year SPX Dual Directional Trigger Participation Securities
This document provides a
summary of the terms of the Trigger Participation Securities. Investors must carefully review the accompanying preliminary terms
referenced below, product supplement, index supplement and prospectus, and the “Risk Considerations” on the following
page, prior to making an investment decision.
1
All payments are subject to our credit risk
Hypothetical Payout at Maturity
1
Change in Underlying
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Return on Securities
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+30%
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30%*
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+20%
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20%*
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+10%
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10%*
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0%
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0%
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-5%
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5%
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-10%
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10%
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-20%
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20%
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-25%
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25%
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-30%
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30%
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-31%
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-31%
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-40%
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-40%
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-50%
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-50%
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-60%
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-60%
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-70%
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-70%
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*Assumes a participation rate of 100%
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The issuer has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus
if you request it by calling toll-free 1-800-584-6837.
Underlying Index
For more information about the underlying index, including historical
performance information, see the accompanying preliminary terms.
Risk Considerations
The risks set forth below
are discussed in more detail in the “Risk Factors” section in the accompanying preliminary terms. Please review those
risk factors carefully prior to making an investment decision.
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·
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The
securities do not pay interest or guarantee return of any principal.
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·
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The
market price of the securities will be influenced by many unpredictable factors.
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·
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The
securities are subject to our credit risk, and any actual or anticipated changes to our
credit ratings or credit spreads may adversely affect the market value of the securities.
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·
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The
estimated value of the securities is $935.90 per security, or within $30.00 of that estimate,
and is determined by reference to our pricing and valuation models, which may differ
from those of other dealers and is not a maximum or minimum secondary market price.
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·
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As
a finance subsidiary, MSFL has no independent operations and will have no independent
assets.
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The
amount payable on the securities is not linked to the value of the underlying index at
any time other than the valuation date.
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Investing
in the securities is not equivalent to investing in the underlying index.
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·
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Adjustments
to the underlying index could adversely affect the value of the securities.
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The
rate we are willing to pay for securities of this type, maturity and issuance size is
likely to be lower than the rate implied by our secondary market credit spreads and advantageous
to us. Both the lower rate and the inclusion of costs associated with issuing, selling,
structuring and hedging the securities in the original issue price reduce the economic
terms of the securities, cause the estimated value of the securities to be less than
the original issue price and will adversely affect secondary market prices.
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The
securities will not be listed on any securities exchange and secondary trading may be
limited.
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The
calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL,
will make determinations with respect to the securities.
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Hedging
and trading activity by our affiliates could potentially adversely affect the value of
the securities.
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The
U.S. federal income tax consequences of an investment in the securities are uncertain.
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Tax Considerations
You should review carefully the discussion in the accompanying
preliminary terms under the caption “Additional Information About the Securities– Tax considerations” concerning
the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax adviser.
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