Obligation Morgan Stanley Financial 0% ( US61770FVT01 ) en USD

Morgan Stanley Financial

100 % ⇌

Etas-Unis

US61770FVT01 ( en USD )

25/03/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FVT01 en USD 0%, échue

1 000 USD

1 010 000 USD

61770FVT0

N/A

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

Un instrument financier clé, l'obligation d'entreprise référencée US61770FVT01 (CUSIP: 61770FVT0), émise par Morgan Stanley Finance, est parvenue à son terme et a été intégralement remboursée le 25 mars 2025. Morgan Stanley Finance, l'émetteur de cet instrument, est une entité de financement capitalisée et supervisée par Morgan Stanley, l'une des plus grandes banques d'investissement mondiales, offrant une vaste gamme de services financiers incluant la banque d'affaires, les services titres, la gestion de fortune et la gestion d'actifs. Cette obligation, d'une nature particulière puisqu'elle présentait un taux d'intérêt de 0%, était libellée en dollars américains (USD) et avait été émise aux États-Unis. Sa taille totale d'émission s'élevait à 1 010 000 USD, avec une taille minimale d'achat fixée à 1 000 USD, la rendant accessible à un certain seuil d'investisseurs. Au moment de sa maturité, ou précédemment sur le marché, son prix s'établissait à 100% de sa valeur nominale, signe d'une cotation à la pair. Bien que la fréquence de paiement ait été indiquée à 2, ce qui est pertinent pour des coupons ou des remboursements structurés, l'absence de taux d'intérêt la positionnait comme un instrument à rendement zéro ou un véhicule de remboursement direct de capital. Enfin, il est à noter que cet instrument n'avait pas de notation attribuée par l'agence de notation Moody's (NR).

424B2 1 dp124457_424b2-ps3680.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Buffered Performance Leveraged Upside Securities due 2025

$1,010,000

$131.10

M a rc h 2 0 2 0
Pricing Supplement No. 3,680
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 20, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The Buffered PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The Buffered
PLUS will pay no interest, provide a minimum payment at maturity of only 30% of the stated principal amount and have the terms described in the accompanying product
supplement for PLUS, index supplement and prospectus, as supplemented or modified by this document. The payment at maturity on the Buffered PLUS will be based on
the value of the worst performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial AverageSM. At maturity, if the final index value of e a c h
underlying index is gre a t e r t ha n its respective initial index value, investors will receive the stated principal amount of their investment plus leveraged upside performance
of the worst performing underlying index. If the final index value of a ny underlying index is le ss t ha n or e qua l to its respective initial index value, but the final index
value of e a c h underlying index is gre a t e r t ha n or e qua l t o 70% of its respective initial index value, meaning that no underlying index has decreased from its initial
index value by an amount greater than the buffer amount of 30%, investors will receive the stated principal amount of their investment. However, if the final index value of
a ny underlying index is le ss t ha n 70% of its respective initial index value, meaning that a ny underlying index has decreased from its respective initial index value by an
amount greater than the buffer amount of 30%, investors will lose 1% for every 1% decline in the worst performing underlying index beyond the specified buffer amount,
subject to the minimum payment at maturity of 30% of the stated principal amount. Investors may lose up to 70% of the stated principal amount of the Buffered
PLUS. Because the payment at maturity of the Buffered PLUS is based on the worst performing of the underlying indices, a decline in a ny underlying index by an
amount greater than the buffer amount will result in a loss, and potentially a significant loss, of your investment even if the other underlying indices have appreciated or
have not declined as much. These long dated Buffered PLUS are for investors who seek an equity index-based return and who are willing to risk their principal, risk
exposure to the worst performing of three underlying indices and forgo current income in exchange for the leverage and buffer features that in each case apply to a limited
range of performance of the worst performing underlying index. The Buffered PLUS are notes issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of your inve st m e nt . T he se Buffe re d
PLU S a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e
a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
M a t urit y da t e :
March 25, 2025
U nde rlying indic e s:
Russell 2000® Index (the "RTY Index"), S&P 500® Index (the "SPX Index") and Dow Jones Industrial AverageSM (the "INDU
Index")
Aggre ga t e princ ipa l a m ount :
$1,010,000
Pa ym e nt a t m a t urit y:
If the final index value of e a c h unde rlying inde x is greater than its respective initial index value,

$1,000 + ($1,000 × leverage factor × index percent change of the worst performing underlying index)
If the final index value of a ny unde rlying inde x is less than or equal to its respective initial index value but the final

index value of e a c h unde rlying inde x is greater than or equal to 70% of its respective initial index value, meaning that
no underlying index has decreased from its initial index value by an amount greater than the buffer amount of 30%,

$1,000
If the final index value of a ny unde rlying inde x is less than 70% of its respective initial index value, meaning that a ny

underlying index has decreased from its respective initial index value by an amount greater than the buffer amount of 30%,

($1,000 × index performance factor of the worst performing underlying index) + $300
Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000. However, under

no circumstances will the Buffered PLUS pay less than $300 per Buffered PLUS at maturity.
I nde x pe rc e nt c ha nge :
With respect to each underlying index, (final index value initial index value) / initial index value
Worst pe rform ing unde rlying inde x : The underlying index with the lowest index percent change
I nde x pe rform a nc e fa c t or:
With respect to each underlying index, final index value / initial index value
I nit ia l inde x va lue :
With respect to the RTY Index, 1,013.889, which is the index closing value of such index on the pricing date
With respect to the SPX Index, 2,304.92 , which is the index closing value of such index on the pricing date
With respect to the INDU Index, 19,173.98, which is the index closing value of such index on the pricing date
Fina l inde x va lue :
With respect to each underlying index, the index closing value of such index on the valuation date
V a lua t ion da t e :
March 20, 2025, subject to adjustment for non-index business days and certain market disruption events
M inim um pa ym e nt a t m a t urit y:
$300 per Buffered PLUS (30% of the stated principal amount)
Le ve ra ge fa c t or:
167%
Buffe r a m ount :
30%. As a result of the buffer amount of 30%, the values at or above which the underlying indices must close on the
valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS are as follows:
With respect to the RTY Index, 709.722, which is approximately 70% of its initial index value
With respect to the SPX Index, 1,613.444, which is 70% of its initial index value
With respect to the INDU Index, 13,421.786, which is 70% of its initial index value
St a t e d princ ipa l a m ount :
$1,000 per Buffered PLUS
I ssue pric e :
$1,000 per Buffered PLUS
Pric ing da t e :
March 20, 2020
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Origina l issue da t e :
March 25, 2020 (3 business days after the pricing date)
CU SI P / I SI N :
61770FVT0 / US61770FVT01
List ing:
The Buffered PLUS will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley and an affiliate of MSFL. See
"Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he pric ing
$900.50 per Buffered PLUS. See "Investment Summary" on page 2.
da t e :
Com m issions a nd issue pric e :
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
Pe r Buffe re d PLU S
$1,000
$7.50
$992.50
T ot a l
$1,010,000
$7,575
$1,002,425
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $7.50 for each Buffered PLUS they
sell. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in
the accompanying product supplement.
(2) See "Use of proceeds and hedging" on page 20.
T he Buffe re d PLU S involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e "Risk Fa c t ors"
be ginning on pa ge 7 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se se c urit ie s, or de t e rm ine d
if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o
t he c ont ra ry is a c rim ina l offe nse .
T he Buffe re d PLU S a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r
gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd prospe c t us, e a c h of w hic h c a n be
a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of t he Buffe re d PLU S" a nd "Addit iona l I nform a t ion About t he Buffe re d
PLU S" a t t he e nd of t his doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL c olle c t ive ly, a s t he c ont e x t
re quire s.
Produc t Supple m e nt for PLU S da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

The Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial AverageSM due March
25, 2025 (the "Buffered PLUS") can be used:

To gain exposure to the worst performing of three U.S. equity indices

To potentially outperform the worst performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial AverageSM by taking advantage of the
leverage factor

To obtain a buffer against a specified level of negative performance in the worst performing underlying index

If the final index value of a ny underlying index is le ss t ha n 70% of its respective initial index value, investors will be negatively exposed to the decline in the worst
performing underlying index beyond the buffer amount and will lose some or a substantial portion of their investment.

M a t urit y:
5 years
Le ve ra ge fa c t or:
167%
M inim um pa ym e nt a t m a t urit y:
$300 per Buffered PLUS (30% of the stated principal amount). Investors may lose up to 70% of the stated
principal amount of the Buffered PLUS.
Buffe r a m ount :
30%, with 1-to-1 downside exposure to the worst performing underlying index below the buffer
Coupon:
None
List ing:
The Buffered PLUS will not be listed on any securities exchange

The original issue price of each Buffered PLUS is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the Buffered PLUS, which are
borne by you, and, consequently, the estimated value of the Buffered PLUS on the pricing date is less than $1,000. We estimate that the value of each Buffered PLUS
on the pricing date is $900.50.

What goes into the estimated value on the pricing date?

In valuing the Buffered PLUS on the pricing date, we take into account that the Buffered PLUS comprise both a debt component and a performance-based component
linked to the underlying indices. The estimated value of the Buffered PLUS is determined using our own pricing and valuation models, market inputs and assumptions
relating to the underlying indices, instruments based on the underlying indices, volatility and other factors including current and expected interest rates, as well as an
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interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the Buffered PLUS?

In determining the economic terms of the Buffered PLUS, including the leverage factor, the buffer amount and the minimum payment at maturity, we use an internal
funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs
borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the Buffered PLUS would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the Buffered PLUS?

The price at which MS & Co. purchases the Buffered PLUS in the secondary market, absent changes in market conditions, including those related to the underlying
indices, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit
spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs
associated with issuing, selling, structuring and hedging the Buffered PLUS are not fully deducted upon issuance, for a period of up to 6 months following the issue date,
to the extent that MS & Co. may buy or sell the Buffered PLUS in the secondary market, absent changes in market conditions, including those related to the underlying
indices, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be
reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the Buffered PLUS, and, if it once chooses to make a market, may cease doing so at any time.

March 2020
Page 2
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
K e y I nve st m e nt Ra t iona le

The Buffered PLUS offer leveraged exposure to the worst performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial AverageSM to the
extent that the final index value of e a c h underlying index is greater than its respective initial index value. At maturity, if the final index value of e a c h underlying index is
gre a t e r t ha n its respective initial index value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the worst
performing underlying index. If the final index value of a ny underlying index is le ss t ha n or e qua l to its respective initial index value but the final index value of e a c h
underlying index is gre a t e r t ha n or e qua l t o 70% of its respective initial index value, investors will receive the stated principal amount of their investment. However, if
the final index value of a ny underlying index is le ss t ha n 70% of its respective initial index value, investors will lose 1% for every 1% decline in the worst performing
underlying index beyond the specified buffer amount, subject to the minimum payment at maturity. I nve st ors m a y lose up t o 7 0 % of t he st a t e d princ ipa l
a m ount of t he Buffe re d PLU S. All pa ym e nt s on t he Buffe re d PLU S a re subje c t t o our c re dit risk .

Le ve ra ge d
The Buffered PLUS offer investors an opportunity to receive 167% of the positive return of the worst performing of the underlying indices
Pe rform a nc e
if e a c h underlying index has appreciated in value.
U pside Sc e na rio if
Ea c h underlying index increases in value, and, at maturity, the Buffered PLUS redeem for the stated principal amount of $1,000 plus
Bot h U nde rlying
167% of the index percent change of the worst performing underlying index.
I ndic e s Appre c ia t e
The final index value of a ny underlying index is le ss t ha n or e qua l to its respective initial index value but the final index value of
Pa r Sc e na rio
e a c h underlying index is gre a t e r t ha n or e qua l t o 70% of its respective initial index value. At maturity, the Buffered PLUS redeem
for the stated principal amount of $1,000.
The final index value of a ny underlying index is le ss t ha n 70% of its respective initial index value. In this case, the Buffered PLUS
redeem for less than the stated principal amount by an amount proportionate to the percentage decrease of the worst performing
Dow nside Sc e na rio
underlying index over the term of the Buffered PLUS, plus the buffer amount of 30%. For example, if the final index value of the worst
performing underlying index is 70% less than its initial index value, the Buffered PLUS will be redeemed at maturity for a loss of 40% of
principal at $600, or 60% of the stated principal amount. T he m inim um pa ym e nt a t m a t urit y is $ 3 0 0 pe r Buffe re d PLU S.
Because the payment at maturity of the Buffered PLUS is based on the worst performing of the underlying indices, a decline in a ny underlying index to less than 70% of
its respective initial index value will result in a loss, and potentially a significant loss, of your investment, even if the other underlying indices have appreciated or have not
declined as much.

March 2020
Page 3
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

The following hypothetical examples illustrate how to calculate the payment at maturity on the Buffered PLUS. The following examples are for illustrative purposes
only. The actual initial index value for each underlying index is set forth on the cover of this document. Any payment at maturity on the Buffered PLUS is subject to our
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credit risk. The below examples are based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per Buffered PLUS
Le ve ra ge fa c t or:
167%
H ypot he t ic a l init ia l inde x va lue :
With respect to the RTY Index: 1,500

With respect to the SPX Index: 2,700

With respect to the INDU Index: 20,000
Buffe r a m ount :
30%

EX AM PLE 1 : T he fina l inde x va lue of e a c h unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue .

Final index value

RTY Index: 1,650

SPX Index: 3,780

INDU Index: 24,000
Index percent change

RTY Index: (1,650 1,500) / 1,500 = 10%
SPX Index: (3,780 2,700) / 2,700 = 40%
INDU Index: (24,000 20,000) / 20,000 = 20%
Payment at maturity
=
$1,000 + ($1,000 × leverage factor × index percent change of the worst performing underlying index)

=
$1,000 + ($1,000 × 167% × 10%)

=
$1,167

In example 1, the final index value of each of the RTY Index, the SPX Index and the INDU Index is greater than its respective initial index value. The RTY Index has
appreciated by 10%, the SPX Index has appreciated by 40% and the INDU Index has appreciated by 20%. Therefore, investors receive at maturity the stated principal
amount plus 167% of the appreciation of the worst performing underlying index, which is the RTY Index in this example. Investors receive $1,167 per Buffered PLUS at
maturity.

EX AM PLE 2 : T he fina l inde x va lue of one unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue w hile t he fina l inde x va lue s of t he
ot he r t w o unde rlying indic e s a re le ss t ha n t he ir re spe c t ive init ia l inde x va lue s, but no unde rlying inde x ha s de c re a se d from it s init ia l inde x
va lue by a n a m ount gre a t e r t ha n t he buffe r a m ount of 3 0 % .

Final index value

RTY Index: 2,100

SPX Index: 2,430

INDU Index: 16,000
Index percent change

RTY Index: (2,100 1,500) / 1,500 = 40%
SPX Index: (2,430 2,700) / 2,700 = -10%
INDU Index: (16,000 20,000) / 20,000 = -20%
Payment at maturity
=
$1,000

In example 2, the final index value of the RTY Index is greater than its respective initial index value, while the final index values of the SPX Index and the INDU Index are
less than their respective initial index values. The RTY Index has appreciated by 40%, the SPX index has declined by 10% and the INDU Index has declined by 20%, but
no underlying index has decreased from its initial

March 2020
Page 4
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
index value by an amount greater than the buffer amount of 30%. Therefore, investors receive at maturity the stated principal amount. Investors receive $1,000 per
Buffered PLUS at maturity.

EX AM PLE 3 : T he fina l inde x va lue of one unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue w hile t he fina l inde x va lue s of t he
ot he r t w o unde rlying indic e s a re le ss t ha n 7 0 % of t he ir re spe c t ive init ia l inde x va lue s.

Final index value

RTY Index: 1,650

SPX Index: 1,350

INDU Index: 12,000
Index percent change

RTY Index: (1,650 1,500) / 1,500 = 10%
SPX Index: (1,350 2,700) / 2,700 = -50%
INDU Index: (12,000 20,000) / 20,000 = -40%
Index performance factor

RTY Index: 1,650 / 1,500 = 110%
SPX Index: 1,350 / 2,700 = 50%
INDU Index: 12,000 / 20,000 = 60%
Payment at maturity
=
($1,000 × index performance factor of the worst performing underlying index) + $300

=
($1,000 × 50%) + $300

=
$800

In example 3, the final index value of the RTY Index is greater than its respective initial index value, while the final index values of the SPX Index and the INDU Index are
less than 70% of their respective initial index values. While the RTY Index has appreciated by 10%, the SPX index has declined by 50% and the INDU Index has declined
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by 40%. Therefore, investors are exposed to the negative performance of the SPX Index, which is the worst performing underlying index in this example, beyond the
buffer amount of 30%, and receive a payment at maturity of $800 per Buffered PLUS. In this example, investors are exposed to the negative performance of the worst
performing underlying index even though one of the underlying indices has appreciated in value by 10%, because the final index value of each index is not greater than or
equal to 70% of its respective initial index value.

EX AM PLE 4 : T he fina l inde x va lue of e a c h unde rlying inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue , but no unde rlying inde x ha s
de c re a se d from it s init ia l inde x va lue by a n a m ount gre a t e r t ha n t he buffe r a m ount of 3 0 % .

Final index value

RTY Index: 1,425

SPX Index: 2,430

INDU Index: 16,000
Index percent change

RTY Index: (1,425 1,500) / 1,500 = -5%
SPX Index: (2,430 2,700) / 2,700 = -10%
INDU Index: (16,000 20,000) / 20,000 = -20%
Payment at maturity
=
$1,000

In example 4, the final index value of each underlying index is less than its respective initial index value, but no underlying index has decreased from its initial index value
by an amount greater than the buffer amount of 30%. The RTY index has declined by 5%, the SPX Index has declined by 10% and the INDU Index has declined by
20%. Therefore, investors receive at maturity the stated principal amount. Investors receive $1,000 per Buffered PLUS at maturity.

EX AM PLE 5 : T he fina l inde x va lue of e a c h unde rlying inde x is le ss t ha n 7 0 % of it s re spe c t ive init ia l inde x va lue .

Final index value

RTY Index: 450

SPX Index: 1,080

INDU Index: 9,000
March 2020
Page 5
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Index percent change

RTY Index: (450 1,500) / 1,500 = -70%
SPX Index: (1,080 2,700) / 2,700 = -60%
INDU Index: (9,000 20,000) / 20,000 = -55%
Index performance factor

RTY Index: 450 / 1,500 = 30%
SPX Index: 1,080 / 2,700 = 40%
INDU Index: 9,000 / 20,000 = 45%
Payment at maturity
=
($1,000 × index performance factor of the worst performing underlying index) + $300

=
($1,000 × 30%) + $300

=
$600

In example 5, the final index value of each of the RTY Index, the SPX Index and the INDU Index is less than its respective initial index value by an amount greater than
the buffer amount of 30%. The RTY index has declined by 70%, the SPX Index has declined by 60% and the INDU Index has declined by 55%. Therefore, investors are
exposed to the negative performance of the RTY Index, which is the worst performing underlying index in this example, beyond the buffer amount of 30%, and receive a
payment at maturity of $600 per Buffered PLUS.

Be c a use t he pa ym e nt a t m a t urit y of t he Buffe re d PLU S is ba se d on t he w orst pe rform ing of t he unde rlying indic e s, a de c line in a ny
unde rlying inde x by a n a m ount gre a t e r t ha n t he buffe r a m ount of 3 0 % w ill re sult in a loss, a nd pot e nt ia lly a signific a nt loss, of your
inve st m e nt , e ve n if t he ot he r unde rlying indic e s ha ve a ppre c ia t e d or ha ve not de c line d a s m uc h.

March 2020
Page 6
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the Buffered PLUS. For further discussion of these and other risks, you should read the
section entitled "Risk Factors" in the accompanying product supplement for PLUS, index supplement and prospectus. We also urge you to consult your investment, legal,
tax, accounting and other advisers in connection with your investment in the Buffered PLUS.

The Buffered PLUS do not pay interest and provide a minimum payment at maturity of only 30% of the stated principal amount. The terms
of the Buffered PLUS differ from those of ordinary debt securities in that the Buffered PLUS do not pay interest and provide a minimum payment at maturity of only
30% of the stated principal amount of the Buffered PLUS. If the final index value of a ny underlying index is le ss t ha n 70% of its initial index value, you will receive
for each Buffered PLUS that you hold a payment at maturity that is less than the stated principal amount of each Buffered PLUS by an amount proportionate to the
decline in the value of the worst performing underlying index from its initial index value, plus $300 per Buffered PLUS. Ac c ordingly, inve st ors m a y lose up t o
7 0 % of t he st a t e d princ ipa l a m ount of t he Buffe re d PLU S.

https://www.sec.gov/Archives/edgar/data/895421/000095010320005823/dp124457_424b2-ps3680.htm[3/24/2020 3:09:13 PM]

You are exposed to the price risk of each underlying index. Your return on the Buffered PLUS it not linked to a basket consisting of each underlying
index. Rather, it will be based upon the independent performance of each underlying index. Unlike an instrument with a return linked to a basket of underlying assets,
in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each underlying index. Poor performance
by any underlying index over the term of the securities will negatively affect your return and will not be offset or mitigated by any positive performance by the other
underlying indices. If any underlying index declines to below 70% of its respective initial index value as of the valuation date, you will lose some or a substantial
portion of your investment, even if the other underlying indices have appreciated or have not declined as much. Accordingly, your investment is subject to the price
risk of each underlying index.

Because the Buffered PLUS are linked to the performance of the w orst performing underlying index, you are exposed to greater risk of
sust a ining a loss on your inve st m e nt t ha n if t he Buffe re d PLU S w e re link e d t o just one unde rlying inde x . The risk that you will suffer a loss on
your investment is greater if you invest in the Buffered PLUS as opposed to substantially similar securities that are linked to the performance of just one underlying
index. With three underlying indices, it is more likely that any underlying index will decline to below 70% of its initial index value as of the valuation date than if the
Buffered PLUS were linked to only one underlying index. Therefore it is more likely that you will suffer a loss on your investment.

The market price of the Buffered PLUS w ill be influenced by many unpredictable factors. Several factors will influence the value of the Buffered
PLUS in the secondary market and the price at which MS & Co. may be willing to purchase or sell the Buffered PLUS in the secondary market, including the value,
volatility and dividend yield of the underlying indices, interest and yield rates in the market, time remaining until the Buffered PLUS mature, geopolitical conditions and
economic, financial, political, regulatory or judicial events and any actual or anticipated changes in our credit ratings or credit spreads. Generally, the longer the time
remaining to maturity, the more the market price of the Buffered PLUS will be affected by the other factors described above. The levels of the underlying indices may
be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. See "Russell 2000® Index Overview," "S&P 500® Index
Overview" and "Dow Jones Industrial AverageSM Overview" below. You may receive less, and possibly significantly less, than the stated principal amount per Buffered
PLUS if you try to sell your Buffered PLUS prior to maturity.

The Buffered PLUS are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may
a dve rse ly a ffe c t t he m a rk e t va lue of t he Buffe re d PLU S. You are dependent on our ability to pay all amounts due on the Buffered PLUS at maturity and
therefore you are subject to our credit risk. If we default on its obligations under the Buffered PLUS, your investment would be at risk and you could lose some or all
of your investment. As a result, the market value of the Buffered PLUS prior to maturity will be affected by changes in the market's view of our creditworthiness. Any
actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market
value of the Buffered PLUS.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a finance subsidiary, MSFL has no
independent operations beyond the issuance and administration of its securities and will have no

March 2020
Page 7
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar
proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank
pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and
should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

The Buffered PLUS are linked to the Russell 2000® Index and are subject to risks associated w ith small-capitalization companies. As the
Russell 2000® Index is one of the underlying indices, and the Russell 2000® Index consists of stocks issued by companies with relatively small market capitalization,
the Buffered PLUS are linked to the value of small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less
liquidity than large-capitalization companies and therefore the Russell 2000® Index may be more volatile than indices that consist of stocks issued by large-
capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business and
economic developments, and the stocks of small-capitalization companies may be thinly traded. In addition, small capitalization companies are typically less well-
established and less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss
of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources
and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.

The amount payable on the Buffered PLUS is not linked to the values of the underlying indices at any time other than the valuation
da t e . The final index value of each underlying index will be based on the index closing value of such index on the valuation date, subject to postponement for non-
index business days and certain market disruption events. Even if each underlying index appreciates prior to the valuation date but the value of a ny underlying index
drops by the valuation date, the payment at maturity will be less than it would have been had the payment at maturity been linked to the values of the underlying
indices prior to such drop. Although the actual values of the underlying indices on the stated maturity date or at other times during the term of the Buffered PLUS may
be higher than their respective final index values, the payment at maturity will be based solely on the index closing values on the valuation date.

Investing in the Buffered PLUS is not equivalent to investing in any underlying index. Investing in the Buffered PLUS is not equivalent to investing
in any underlying index or the component stocks of any underlying index. As an investor in the Buffered PLUS, you will not have voting rights or rights to receive
dividends or other distributions or any other rights with respect to stocks that constitute the underlying indices.

Adjustments to the underlying indices could adversely affect the value of the Buffered PLUS. The publisher of each underlying index may add,
delete or substitute the stocks constituting such underlying index or make other methodological changes that could change the value of such underlying index. The
publisher of each underlying index may discontinue or suspend calculation or publication of such underlying index at any time. In these circumstances, the calculation
agent will have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index and will be permitted to consider indices that
are calculated and published by the calculation agent or any of its affiliates.
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The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er than the rate implied by our
se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing,
se lling, st ruc t uring a nd he dging t he Buffe re d PLU S in t he origina l issue pric e re duc e t he e c onom ic t e rm s of t he Buffe re d PLU S, c a use
t he e st im a t e d va lue of t he Buffe re d PLU S t o be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t
pric e s. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase
the Buffered PLUS in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the
issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will
reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other
factors.

March 2020
Page 8
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
The inclusion of the costs of issuing, selling, structuring and hedging the Buffered PLUS in the original issue price and the lower rate we are willing to pay as issuer
make the economic terms of the Buffered PLUS less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the Buffered PLUS are not fully deducted upon issuance, for a period of up to 6
months following the issue date, to the extent that MS & Co. may buy or sell the Buffered PLUS in the secondary market, absent changes in market conditions,
including those related to the underlying indices, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we
expect that those higher values will also be reflected in your brokerage account statements.

The estimated value of the Buffered PLUS is determined by reference to our pricing and valuation models, w hich may differ from those of
ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e . These pricing and valuation models are proprietary and rely in part on
subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-
standard way to value these types of securities, our models may yield a higher estimated value of the Buffered PLUS than those generated by others, including other
dealers in the market, if they attempted to value the Buffered PLUS. In addition, the estimated value on the pricing date does not represent a minimum or maximum
price at which dealers, including MS & Co., would be willing to purchase your Buffered PLUS in the secondary market (if any exists) at any time. The value of your
Buffered PLUS at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions. See also "The market price of the Buffered PLUS will be influenced by many unpredictable factors" above.

The Buffered PLUS w ill not be listed on any securities exchange and secondary trading may be limited. The Buffered PLUS will not be listed on
any securities exchange. Therefore, there may be little or no secondary market for the Buffered PLUS. MS & Co. may, but is not obligated to, make a market in the
Buffered PLUS and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of
routine secondary market size at prices based on its estimate of the current value of the Buffered PLUS, taking into account its bid/offer spread, our credit spreads,
market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will
be able to resell the Buffered PLUS. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Buffered PLUS
easily. Since other broker-dealers may not participate significantly in the secondary market for the Buffered PLUS, the price at which you may be able to trade your
Buffered PLUS is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the
Buffered PLUS, it is likely that there would be no secondary market for the Buffered PLUS. Accordingly, you should be willing to hold your Buffered PLUS to maturity.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Buffered PLUS. One or more of our affiliates
and/or third-party dealers expect to carry out hedging activities related to the Buffered PLUS (and possibly to other instruments linked to the underlying indices or their
component stocks), including trading in the stocks that constitute the underlying indices as well as in other instruments related to the underlying indices. As a result,
these entities may be unwinding or adjusting hedge positions during the term of the Buffered PLUS, and the hedging strategy may involve greater and more frequent
dynamic adjustments to the hedge as the valuation date approaches. Some of our affiliates also trade the stocks that constitute the underlying indices and other
financial instruments related to the underlying indices on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading
activities on or prior to the pricing date could potentially affect the initial index value of an underlying index, and, therefore, could increase the value at or above which
such underlying index must close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS (depending also on the
performance of the other underlying indices). Additionally, such hedging or trading activities during the term of the Buffered PLUS, including on the valuation date,
could adversely affect the closing value of an underlying index on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity
(depending also on the performance of the other underlying indices).

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make determinations w ith respect to the
Buffe re d PLU S. As calculation agent, MS & Co. will determine the initial index values and the final index values, including whether any underlying index has
decreased to below 70% of its respective initial index value, and will calculate the amount of cash you receive at maturity. Moreover, certain determinations made by
MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence

March 2020
Page 9
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
or non-occurrence of market disruption events and the selection of a successor index or calculation of the final index value in the event of a market disruption event or
https://www.sec.gov/Archives/edgar/data/895421/000095010320005823/dp124457_424b2-ps3680.htm[3/24/2020 3:09:13 PM]

discontinuance of an underlying index. These potentially subjective determinations may adversely affect the payout to you at maturity. For further information regarding
these types of determinations, see "Description of PLUS--Postponement of Valuation Date(s)," "--Alternate Exchange Calculation in case of an Event of Default" and
"--Calculation Agent and Calculations" and related definitions in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of
the Buffered PLUS on the pricing date.

The U.S. federal income tax consequences of an investment in the Buffered PLUS are uncertain. Please read the discussion under "Additional
Information--Tax considerations" in this document and the discussion under "United States Federal Taxation" in the accompanying product supplement for PLUS
(together, the "Tax Disclosure Sections") concerning the U.S. federal income tax consequences of an investment in the Buffered PLUS. If the Internal Revenue
Service (the "IRS") were successful in asserting an alternative treatment, the timing and character of income on the Buffered PLUS might differ significantly from the
tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the IRS could seek to recharacterize the Buffered PLUS as debt
instruments. In that event, U.S. Holders would be required to accrue into income original issue discount on the Buffered PLUS every year at a "comparable yield"
determined at the time of issuance and recognize all income and gain in respect of the Buffered PLUS as ordinary income. Additionally, as discussed under "United
States Federal Taxation--FATCA" in the accompanying product supplement for PLUS, the withholding rules commonly referred to as "FATCA" would apply to the
Buffered PLUS if they were recharacterized as debt instruments. However, recently proposed regulations (the preamble to which specifies that taxpayers are permitted
to rely on them pending finalization) eliminate the withholding requirement on payments of gross proceeds of a taxable disposition (other than amounts treated as
"FDAP income," as defined in the accompanying product supplement for PLUS). The risk that financial instruments providing for buffers, triggers or similar downside
protection features, such as the Buffered PLUS, would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments
that do not have such features. We do not plan to request a ruling from the IRS regarding the tax treatment of the Buffered PLUS, and the IRS or a court may not
agree with the tax treatment described in the Tax Disclosure Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid forward contracts"
and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments should
be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to
which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain
long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any
Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in
the Buffered PLUS, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax
consequences of an investment in the Buffered PLUS, including possible alternative treatments, the issues presented by this notice and any tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.

March 2020
Page 10
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Russell 2000® Index Overview

The Russell 2000® Index is an index calculated, published and disseminated by FTSE Russell, and measures the composite price performance of stocks of 2,000
companies incorporated in the U.S. and its territories. All 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell
3000® Index. The Russell 3000® Index is composed of the 3,000 largest U.S. companies as determined by market capitalization and represents approximately 98% of the
U.S. equity market. The Russell 2000® Index consists of the smallest 2,000 companies included in the Russell 3000® Index and represents a small portion of the total
market capitalization of the Russell 3000® Index. The Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity
market. For additional information about the Russell 2000® Index, see the information set forth under "Russell 2000® Index" in the accompanying index supplement.

Information as of market close on March 20, 2020:

Bloom be rg T ic k e r Sym bol:
RTY
Curre nt I nde x V a lue :
1,013.889
5 2 We e k s Ago:
1,543.159
5 2 We e k H igh (on 1 /1 6 /2 0 2 0 ):
1,705.215
5 2 We e k Low (on 3 /1 8 /2 0 2 0 ):
991.160

The following graph sets forth the daily closing values of the RTY Index for the period from January 1, 2015 through March 20, 2020. The related table sets forth the
published high and low closing values, as well as end-of-quarter closing values, of the RTY Index for each quarter in the same period. The closing value of the RTY
Index on March 20, 2020 was 1,013.889. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent
verification. The RTY index has at times experienced periods of high volatility, and you should not take the historical values of the RTY index as an indication of its future
performance.

RT Y I nde x Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o M a rc h 2 0 , 2 0 2 0
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March 2020
Page 11
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Russe ll 2 0 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 5

First Quarter
1,266.373
1,154.709
1,252.772
Second Quarter
1,295.799
1,215.417
1,253.947
Third Quarter
1,273.328
1,083.907
1,100.688
Fourth Quarter
1,204.159
1,097.552
1,135.889
2 0 1 6

First Quarter
1,114.028
953.715
1,114.028
Second Quarter
1,188.954
1,089.646
1,151.923
Third Quarter
1,263.438
1,139.453
1,251.646
Fourth Quarter
1,388.073
1,156.885
1,357.130
2 0 1 7

First Quarter
1,413.635
1,345.598
1,385.920
Second Quarter
1,425.985
1,345.244
1,415.359
Third Quarter
1,490.861
1,356.905
1,490.861
Fourth Quarter
1,548.926
1,464.095
1,535.511
2 0 1 8

First Quarter
1,610.706
1,463.793
1,529.427
Second Quarter
1,706.985
1,492.531
1,643.069
Third Quarter
1,740.753
1,653.132
1,696.571
Fourth Quarter
1,672.992
1,266.925
1,348.559
2 0 1 9

First Quarter
1,590.062
1,330.831
1,539.739
Second Quarter
1,614.976
1,465.487
1,566.572
Third Quarter
1,585.599
1,456.039
1,523.373
Fourth Quarter
1,678.010
1,472.598
1,668.469
2 0 2 0

First Quarter (through March 20, 2020)
1,705.215
991.160
1,013.889

The "Russell 2000® Index" is a trademark of FTSE Russell. For more information, see "Russell 2000® Index" in the accompanying index supplement.

March 2020
Page 12
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
S&P 500® Index Overview

The S&P 500® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of 500 component stocks selected to provide a
®
https://www.sec.gov/Archives/edgar/data/895421/000095010320005823/dp124457_424b2-ps3680.htm[3/24/2020 3:09:13 PM]

performance benchmark for the U.S. equity markets. The calculation of the S&P 500 Index is based on the relative value of the float adjusted aggregate market
capitalization of the 500 component companies as of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the
base period of the years 1941 through 1943. For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the
accompanying index supplement.

Information as of market close on March 20, 2020:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,304.92
5 2 We e k s Ago:
2,824.23
5 2 We e k H igh (on 2 /1 9 /2 0 2 0 ):
3,386.15
5 2 We e k Low (on 3 /2 0 /2 0 2 0 ):
2,304.92

The following graph sets forth the daily closing values of the SPX index for the period from January 1, 2015 through March 20, 2020. The related table sets forth the
published high and low closing values, as well as end-of-quarter closing values, of the SPX index for each quarter in the same period. The closing value of the SPX
Index on March 20, 2020 was 2,304.92. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent
verification. The SPX index has at times experienced periods of high volatility, and you should not take the historical values of the SPX index as an indication of its future
performance.

SPX I nde x Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o M a rc h 2 0 , 2 0 2 0
March 2020
Page 13
Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the Dow Jones Industrial
AverageSM due March 25, 2025
Buffe re d Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 5

First Quarter
2,117.39
1,992.67
2,067.89
Second Quarter
2,130.82
2,057.64
2,063.11
Third Quarter
2,128.28
1,867.61
1,920.03
Fourth Quarter
2,109.79
1,923.82
2,043.94
2 0 1 6

First Quarter
2,063.95
1,829.08
2,059.74
Second Quarter
2,119.12
2,000.54
2,098.86
Third Quarter
2,190.15
2,088.55
2,168.27
Fourth Quarter
2,271.72
2,085.18
2,238.83
2 0 1 7

First Quarter
2,395.96
2,257.83
2,362.72
Second Quarter
2,453.46
2,328.95
2,423.41
Third Quarter
2,519.36
2,409.75
2,519.36
Fourth Quarter
2,690.16
2,529.12
2,673.61
2 0 1 8

First Quarter
2,872.87
2,581.00
2,640.87
Second Quarter
2,786.85
2,581.88
2,718.37
Third Quarter
2,930.75
2,713.22
2,913.98
Fourth Quarter
2,925.51
2,351.10
2,506.85
2 0 1 9

First Quarter
2,854.88
2,447.89
2,834.40
Second Quarter
2,954.18
2,744.45
2,941.76
Third Quarter
3,025.86
2,840.60
2,976.74
https://www.sec.gov/Archives/edgar/data/895421/000095010320005823/dp124457_424b2-ps3680.htm[3/24/2020 3:09:13 PM]

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