Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 25 2019 - 6:05AM
Edgar (US Regulatory)
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Morgan Stanley
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Preliminary Terms No. 2,718
Registration Statement Nos. 333-221595;
333-221595-01
Dated October 24, 2019; Filed pursuant
to Rule 433
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6-Year SPX Participation Securities
This
document provides a summary of the terms of the 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.
1All payments are
subject to our credit risk
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Change in Underlier
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Return on Securities
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+50%
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+50.00%*
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+40%
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+40.00%*
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+30%
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+30.00%*
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+20%
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+20.00%*
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+10%
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+10.00%*
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0%
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0%
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-10%
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-5%
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-20%
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-10%
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-30%
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-15%
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-40%
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-20%
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-60%
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-30%
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-80%
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-40%
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-100%
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-50%
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*Assumes upside participation 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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The securities do not pay interest and provide
a floor of only 50% of your 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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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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As a finance subsidiary, MSFL has no independent
operations and will have no independent assets.
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The estimated value of the securities is approximately
$932.30 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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The amount payable on the securities is not
linked to the value of the underlying index at any time other than the determination date.
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Investing in the securities is not equivalent
to investing in the underlying index.
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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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Adjustments to the underlying index could
adversely affect the value of the securities.
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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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