Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 01 2019 - 6:05AM
Edgar (US Regulatory)
Morgan
Stanley
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Free Writing Prospectus to Preliminary Terms No. 2,618
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Registration Statement Nos. 333-221595; 333-221595-01
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Dated September 30, 2019; Filed pursuant to Rule 433
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5-Year Worst-of INDU and RTY Trigger PLUS
This document provides a summary of the terms
of the Trigger PLUS. 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.
Terms
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Issuing entity:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Underlyings:
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Dow
Jones Industrial AverageSM (INDU) and Russell 2000® Index (RTY)
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Leverage factor:
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400%
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Maximum payment at maturity:
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158% to 163% of principal
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Trigger level:
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60% of the initial index value for each underlying
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Pricing date:
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October 28, 2019
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Valuation date:
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October 28, 2024
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Maturity date:
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October 31, 2024
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CUSIP:
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61769HXL4
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Preliminary terms:
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https://www.sec.gov/Archives/edgar/data/895421/00009
5010319013136/dp113609_fwp-ps2618.htm
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1All payments are subject to our credit
risk
Hypothetical Payout at Maturity1
The payment at maturity will be based solely
on the performance of the worst performing underlying, which could be either underlying. The graph and table below illustrate the
payment at maturity depending on the performance of the worst performing underlying.
Change in Worst Performing Underlying
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Return on Trigger PLUS
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+80%
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+60.50%*
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+60%
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+60.50%*
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+40%
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+60.50%*
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+20%
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+60.50%*
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+15.125%
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+60.50%*
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+10%
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+40.00%
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0%
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0.00%
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-10%
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0.00%
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-20%
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0.00%
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-30%
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0.00%
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-40%
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0.00%
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-41%
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-41.00%
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-60%
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-60.00%
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-80%
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-80.00%
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-100%
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-100.00%
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*Assumes the midpoint of the maximum payment at maturity range
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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 Indices
For more information about the underlying indices,
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 Trigger PLUS do not pay
interest or guarantee return of any principal.
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·
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The appreciation potential
of the Trigger PLUS is limited by the maximum payment at maturity.
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·
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You are exposed to the price
risk of both underlying indices.
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·
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Because the Trigger PLUS
are linked to the performance of the worst performing underlying index, you are exposed to greater risk of sustaining a significant
loss on your investment than if the Trigger PLUS were linked to just one underlying index.
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·
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The market price will be
influenced by many unpredictable factors.
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The Trigger PLUS 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 Trigger PLUS.
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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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·
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The estimated value of the Trigger PLUS is approximately $923.70 per Trigger PLUS, 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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The
Trigger PLUS are linked to the Russell 2000® Index and are subject to
risks associated with small-capitalization companies.
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The amount payable on the
Trigger PLUS is not linked to the values of the underlying indices at any time other than the valuation date.
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Investing in the Trigger
PLUS is not equivalent to investing in either underlying index.
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·
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Adjustments to the underlying
indices could adversely affect the value of the Trigger PLUS.
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·
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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 Trigger PLUS in the original issue price reduce the economic terms of the Trigger PLUS, cause the estimated value
of the Trigger PLUS to be less than the original issue price and will adversely affect secondary market prices.
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·
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The Trigger PLUS will not
be listed on any securities exchange and secondary trading may be limited.
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·
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Hedging and trading activity
by our affiliates could potentially adversely affect the value of the Trigger PLUS.
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·
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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 Trigger PLUS.
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The U.S. federal income tax
consequences of an investment in the Trigger PLUS 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 Trigger PLUS–Tax considerations”
concerning the U.S. federal income tax consequences of an investment in the Trigger PLUS, and you should consult your tax adviser.
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