Morgan Stanley 2007 Annual Report Download

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended November 30, 2007
Commission File Number 1-11758
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1585 Broadway
New York, NY 10036
(Address of principal executive
offices, including zip code)
36-3145972
(I.R.S. Employer Identification No.)
(212) 761-4000
(Registrant’s telephone number,
including area code)
Title of each class
Name of exchange on
which registered
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value .................................................................................. NewYork Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series A, $0.01
par value ..................................................................................................... NewYork Stock Exchange
6¼% Capital Securities of Morgan Stanley Capital Trust III (and Registrant’s guaranty with respect thereto) ...................... NewYork Stock Exchange
6¼% Capital Securities of Morgan Stanley Capital Trust IV (and Registrant’s guaranty with respect thereto) ...................... NewYork Stock Exchange
5¾% Capital Securities of Morgan Stanley Capital Trust V (and Registrant’s guaranty with respect thereto) ...................... NewYork Stock Exchange
6.60% Capital Securities of Morgan Stanley Capital Trust VI (and Registrant’s guaranty with respect thereto) ..................... NewYork Stock Exchange
6.60% Capital Securities of Morgan Stanley Capital Trust VII (and Registrant’s guaranty with respect thereto) .................... NewYork Stock Exchange
6.45% Capital Securities of Morgan Stanley Capital Trust VIII (and Registrant’s guaranty with respect thereto) ................... NewYork Stock Exchange
SPARQS®due March 20, 2008; SPARQS due April 20, 2008; SPARQS due May 20, 2008; SPARQS due June 20, 2008 (3 issuances);
SPARQS due July 20, 2008; SPARQS due August 20, 2008; SPARQS due September 20, 2008; SPARQS due October 20, 2008;
SPARQS due January 20, 2009 (2 issuances); SPARQS due February 20, 2009 ............................................. American Stock Exchange
Exchangeable Notes due December 30, 2008; Exchangeable Notes due December 30, 2010; Exchangeable Notes due June 30, 2011 . . . American Stock Exchange
Callable Index-Linked Notes due December 30, 2008 .................................................................. American Stock Exchange
BRIDGESSM due August 30, 2008; BRIDGES due December 30, 2008; BRIDGES due February 28, 2009; BRIDGES due March 30,
2009; BRIDGES due June 30, 2009; BRIDGES due July 30, 2009; BRIDGES due August 30, 2009; BRIDGES due October 30, 2009;
BRIDGES due December 30, 2009; BRIDGES due June 15, 2010 ........................................................ American Stock Exchange
Capital Protected Notes due June 30, 2008; Capital Protected Notes due September 30, 2008; Capital Protected Notes due
December 30, 2008; Capital Protected Notes due December 30, 2009; Capital Protected Notes due April 20, 2010; Capital Protected
Notes due July 20, 2010 (2 issuances); Capital Protected Notes due August 30, 2010; Capital Protected Notes due October 30, 2010;
Capital Protected Notes due January 30, 2011; Capital Protected Notes due February 20, 2011; Capital Protected Notes due March 30,
2011 (2 issuances); Capital Protected Notes due June 30, 2011; Capital Protected Notes due August 20, 2011; Capital Protected Notes
due October 30, 2011 (2 issuances); Capital Protected Notes due December 30, 2011; Capital Protected Notes due September 30, 2012
.... American Stock Exchange
Capital Protected Notes due September 1, 2010 ...................................................................... TheNASDAQ Stock Market LLC
HITSSM due February 20, 2008; HITS due March 20, 2008; HITS due April 20, 2008 ........................................ American Stock Exchange
MPSSM due December 30, 2008; MPS due December 30, 2009; MPS due February 1, 2010; MPS due June 15, 2010; MPS due
December 30, 2010 (2 issuances); MPS due March 30, 2012 ............................................................ American Stock Exchange
MPS due March 30, 2009 ........................................................................................ TheNASDAQ Stock Market LLC
Stock Participation Notes due September 15, 2010; Stock Participation Notes due December 30, 2010 ........................... American Stock Exchange
Bear Market PLUS due February 20, 2008; Bear Market PLUS due April 20, 2008; Bear Market PLUS due July 20, 2008 ........... American Stock Exchange
Outperformance PLUS due December 20, 2008 ...................................................................... American Stock Exchange
PLUSSM due March 20, 2008 (3 issuances); PLUS due April 30, 2008 (2 issuances); PLUS due May 20, 2008; PLUS due October 20,
2008; PLUS due December 20, 2008 (4 issuances); PLUS due January 20, 2009 (3 issuances); PLUS due February 20, 2009; PLUS
due June 30, 2009 .............................................................................................. American Stock Exchange
PLUS due June 20, 2008; PLUS due August 20, 2008; PLUS due November 20, 2008; PLUS due December 20, 2008; PLUS due
January 20, 2009; PLUS due September 30, 2009 ..................................................................... TheNASDAQ Stock Market LLC
PROPELSSM due December 30, 2011 (3 issuances) ................................................................... American Stock Exchange
Protected Absolute Return Barrier Notes due December 20, 2008; Protected Absolute Return Barrier Notes due July 20, 2008; Protected
Absolute Return Barrier Notes due September 20, 2008; Protected Absolute Return Barrier Notes due October 20, 2008; Protected
Absolute Return Barrier Notes due June 20, 2009 (2 issuances); Protected Absolute Return Barrier Notes due July 20, 2009 ............
American Stock Exchange
Strategic Total Return Securities due December 17, 2009; Strategic Total Return Securities due March 30, 2010; Strategic Total Return
Securities due July 30, 2011(2 issuances); Strategic Total Return Securities due January 15, 2012 .............................. American Stock Exchange
Strategic Total Return Securities due October 30, 2011 ................................................................ TheNASDAQ Stock Market LLC
BOXESSM due October 30, 2031; BOXES due January 30, 2032 ......................................................... American Stock Exchange
Philadelphia Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Targeted Income Strategic Total Return Securities due October 30, 2011 .................................................. TheNASDAQ Stock Market LLC
MPS SM due March 30, 2009 ...................................................................................... TheNASDAQ Stock Market LLC
Indicate by check mark if Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ÈNO
Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO È
Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ÈNO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È
Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large
accelerated filer” in Exchange Act Rule 12b-2. Large accelerated filer ÈAccelerated filer Non-accelerated filer
Indicate by check mark whether Registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES NO È
As of May 31, 2007, the aggregate market value of the common stock of Registrant held by non-affiliates of Registrant was approximately $88,843,773,992.03. This
calculation does not reflect a determination that persons are affiliates for any other purposes.
As of January 11, 2008, there were 1,104,587,663 shares of Registrant’s common stock, $0.01 par value, outstanding.
Documents Incorporated By Reference: Portions of Registrant’s definitive proxy statement for its annual stockholders’ meeting to be held on April 8, 2008 are incorporated
by reference in Part III of this Form 10-K.

Table of contents

  • Page 1
    ... 1585 Broadway New York, NY 10036 (Address of principal executive offices, including zip code) 36-3145972 (I.R.S. Employer Identification No.) (212) 761-4000 (Registrant's telephone number, including area code) Title of each class Name of exchange on which registered New York Stock Exchange New...

  • Page 2
    ...Accounting Policies ...Certain Factors Affecting Results of Operations ...Liquidity and Capital Resources ... 25 28 30 30 31 51 56 60 66 67 83 100 100 101 103 104 105 Item 7A. Quantitative and Qualitative Disclosures about Market Risk ...Item 8. Financial Statements and Supplementary Data ...Report...

  • Page 3
    ... Variable Interest Entities ...Sales and Trading Activities ...Consumer Loans ...Other Investments ...Investments in Unconsolidated Investees ...Goodwill and Net Intangible Assets ...Deposits ...Commercial Paper and Other Short-Term Borrowings ...Long-Term Borrowings ...Capital Units ...Commitments...

  • Page 4
    ... and Management and Related Stockholder Matters ...Item 13. Certain Relationships and Related Transactions, and Director Independence ...Item 14. Principal Accountant Fees and Services ...Part IV Item 15. Exhibits and Financial Statement Schedules ...Signatures ...Index to Financial Statements and...

  • Page 5
    ... statements include (without limitation): • the credit ratings assigned to Morgan Stanley; • the effect of political and economic conditions and geopolitical events; • the effect of market conditions, including in the global equity and credit markets and with respect to corporate, commercial...

  • Page 6
    ...its headquarters in and around New York City, its regional offices and branches throughout the U.S. and its principal offices in London, Tokyo, Hong Kong and other world financial centers. At November 30, 2007, Morgan Stanley had 48,256 employees worldwide. Unless the context otherwise requires, the...

  • Page 7
    ... contacting Investor Relations, 1585 Broadway, New York, NY 10036 (212-761-4000). The information on Morgan Stanley's internet site is not incorporated by reference into this report. Business Segments. Morgan Stanley is a global financial services firm that maintains significant market positions in...

  • Page 8
    ... debt obligations and securities issued by structured investment vehicles, mortgage-related and other asset-backed securities and real estate loan products, municipal securities, preferred stock and commercial paper, money market and other short-term securities. Morgan Stanley is a primary dealer of...

  • Page 9
    ... commercial and residential real estate loan products and other securitizable asset classes. Morgan Stanley advises on investment and liability strategies and assists corporations in their debt repurchases and tax planning. Morgan Stanley structures debt securities and derivatives with risk/return...

  • Page 10
    ...manage portfolio and firm-wide investment risk. The initial public offering of shares of MSCI began trading on the New York Stock Exchange on November 15, 2007. After this offering, Morgan Stanley continues to own in excess of 80 percent of MSCI. Research. Morgan Stanley's global research department...

  • Page 11
    ... 30, 2007. Morgan Stanley's asset management activities are principally conducted under the Morgan Stanley and Van Kampen brands. Portfolio managers located in the U.S., Europe, Japan, Singapore and India manage investment products ranging from money market funds to equity, taxable and tax-exempt...

  • Page 12
    ... employees while managing compensation and other costs. Morgan Stanley competes with commercial banks, insurance companies, sponsors of mutual funds, hedge funds, energy companies and other companies offering financial services in the U.S., globally and through the internet. Institutional Securities...

  • Page 13
    ... equity funds, real estate and hedge funds, compete with similar products offered by both alternative and traditional asset managers. Regulation. Most aspects of Morgan Stanley's business are subject to stringent regulation by U.S. federal and state regulatory agencies and securities exchanges...

  • Page 14
    ... to AML requirements. Morgan Stanley has implemented policies, procedures and internal controls that are designed to comply with these AML requirements. Protection of Client Information. Many aspects of Morgan Stanley's business are subject to increasingly comprehensive legal requirements concerning...

  • Page 15
    .... In addition, such rules may require Morgan Stanley to make substantial capital infusions into one or more of its broker-dealer subsidiaries in order for such subsidiaries to comply with such rules, either in the form of cash or subordinated loans made in accordance with the requirements of the SEC...

  • Page 16
    ... fines. Morgan Stanley's Asset Management business is also regulated outside the U.S. For example, the Financial Services Authority regulates Morgan Stanley's business in the U.K.; the Financial Services Agency regulates Morgan Stanley's business in Japan; the Securities and Exchange Board of India...

  • Page 17
    ... Executive Officer of Morgan Stanley International (since July 2007). Head of Investment Banking (August 2005 to July 2007) and Head of Global Capital Markets (July 2002 to August 2005). James Gorman (49). Co-President (since December 2007). Co-Head of Strategic Planning (since October 2007) and...

  • Page 18
    ...our relative competitive position in the markets in which we operate; our geographic and product diversification; our ability to retain key personnel; our risk profile; our risk management policies; our cash liquidity; our capital adequacy; our corporate lending credit risk; and legal and regulatory...

  • Page 19
    ... subprime trading positions and $1.6 billion relating to other mortgagerelated products, such as commercial mortgage-backed securities, ALT-A and other loans, conduit and nonperforming loans and European non-conforming loans, and an impairment charge related to mortgage-related securities portfolios...

  • Page 20
    ... estate-related products for our own account, for investment vehicles managed by affiliates in which we also may have a significant investment, for separate accounts managed by affiliates and for major participants in the commercial and residential real estate markets, and originate loans secured...

  • Page 21
    ... may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which we interact on a daily basis, and therefore could adversely affect Morgan Stanley. Operational Risk. Operational risk refers to the risk of financial or other...

  • Page 22
    ... or other services used by Morgan Stanley, its employees or third parties with whom we conduct business. Legal Risk. Legal risk refers to the risk of non-compliance with applicable legal and regulatory requirements and standards. Legal risk also includes contractual and commercial risk such as...

  • Page 23
    ... investment we hold in one of the parties to the transaction. In addition, hedge funds and private equity funds are an increasingly important portion of our client base, and also compete with us in a number of our businesses. We have procedures and controls that are designed to address various...

  • Page 24
    ...gaining greater capital and other resources, such as a broader range of products and services and geographic diversity. We may experience pricing pressures as a result of these factors and as some of our competitors seek to increase market share by reducing prices. For more information regarding the...

  • Page 25
    ... other risks, see "Risk Management-Market Risk" in Part II, Item 7A herein. Item 1B. Unresolved Staff Comments. Morgan Stanley, like other well-known seasoned issuers, from time to time receives written comments from the staff of the SEC regarding its periodic or current reports under the Exchange...

  • Page 26
    ...2000 Westchester Avenue Purchase, New York (Global Wealth Management Group Headquarters) New York, New York (Several locations) One Pierrepont Plaza Brooklyn, New York Jersey City, New Jersey (Several locations) International Locations 25 Cabot Square, Canary Wharf (London Headquarters) Canary Wharf...

  • Page 27
    ..., 2007, the Supreme Court denied CPH's request for review of the Court of Appeal's decision, directing judgment in favor of Morgan Stanley. IPO Fee Litigation. Starting in late 1998, purported class actions, later captioned In re Public Offering Fee Antitrust Litigation (the "purchaser actions") and...

  • Page 28
    ... of purchasers of stock in the IPOs or the aftermarket. These complaints allege that defendants required customers who wanted allocations of "hot" IPO securities to pay undisclosed and excessive underwriters' compensation in the form of increased brokerage commissions and to buy shares of securities...

  • Page 29
    ... the quarter ended November 30, 2007: Global Wealth Management Group Employment Matters. Wage and Hour Matters. Complaints raising allegations of unpaid overtime and unlawful wage deductions were filed against Morgan Stanley in New Jersey, New York, Connecticut, Texas, Florida, Illinois, California...

  • Page 30
    ..., the low and high sales prices per share of Morgan Stanley's common stock as reported by Bloomberg Financial Markets and the amount of any cash dividends declared per share of Morgan Stanley's common stock. Low Sale Price High Sale Price Dividends Fiscal 2007: Fourth Quarter ...Third Quarter...

  • Page 31
    ... information with respect to purchases made by or on behalf of Morgan Stanley of its common stock during the fourth quarter of our fiscal year ended November 30, 2007. Issuer Purchases of Equity Securities (dollars in millions, except per share amounts) Total Number of Average Shares Purchased Price...

  • Page 32
    ...the cumulative total shareholder return (rounded to the nearest whole dollar) of our common stock, the S&P 500 Stock Index ("S&P 500") and the S&P 500 Diversified Financials Index ("S5DIVF") for our last five fiscal years. The graph assumes a $100 investment at the closing price on November 30, 2002...

  • Page 33
    ... STANLEY SELECTED FINANCIAL DATA (dollars in millions, except share and per share data) 2007 2006 Fiscal Year 2005 2004 2003 Income Statement Data: Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Commissions ...Asset management, distribution and administration fees...

  • Page 34
    ...362 Total capital(2) ...191,085 162,134 125,891 110,793 82,769 Long-term borrowings(2) ...159,816 126,770 96,709 82,587 57,902 Shareholders' equity ...31,269 35,364 29,182 28,206 24,867 Return on average common shareholders' equity ...8.9% 23.5% 17.3% 16.8% 16.5% Average common and equivalent shares...

  • Page 35
    ... acquisitions, restructurings, real estate and project finance; corporate lending; sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; benchmark indices and risk management analytics; research...

  • Page 36
    ...)(3): Americas ...Europe, Middle East and Africa ...Asia ...Consolidated net revenues ...Statistical Data. Book value per common share(4) ...Average common equity (dollars in billions)(5): Institutional Securities ...Global Wealth Management Group ...Asset Management ...Unallocated capital ...Total...

  • Page 37
    ... tax rate from continuing operations ...Worldwide employees (excluding DFS employees of 13,186 in 2006 and 13,495 in 2005) ...Consolidated assets under management or supervision by asset class (dollars in billions): Equity ...Fixed income ...Money market ...Alternatives(6) ...Subtotal ...Unit trusts...

  • Page 38
    ..., into other fee-based advisory programs, including Morgan Stanley Advisory, a new nondiscretionary account launched in August 2007. (14) Client assets per global representative equal total period-end client assets divided by period-end global representative headcount. (15) Bank deposits are held at...

  • Page 39
    ... from the resolution of a federal tax audit. Excluding the benefits from the federal tax audit, the Company's effective income tax rate from continuing operations in fiscal 2006 would have been 32.8%. At fiscal year-end, the Company had 48,256 employees worldwide compared with 43,124 (excluding DFS...

  • Page 40
    ... international results contributed to record revenues from derivative products and prime brokerage and strong results in cash products. Sales and trading revenues also benefited in fiscal 2007 from the widening of the Company's credit spreads on financial instruments that are accounted for at fair...

  • Page 41
    ... widening and lower levels of liquidity and price transparency for certain products. The U.S. unemployment rate at the end of fiscal 2007 increased to 4.7% from 4.5% at the end of fiscal 2006. Conditions in the U.S. equity markets were also volatile, and major equity market indices rose during the...

  • Page 42
    ...the Company's consolidated results. Income before taxes in Intersegment Eliminations represents the effect of timing differences associated with the revenue and expense recognition of commissions paid by Asset Management to Global Wealth Management Group associated with sales of certain products and...

  • Page 43
    INSTITUTIONAL SECURITIES INCOME STATEMENT INFORMATION Fiscal Fiscal Fiscal 2006 2005 2007 (dollars in millions) Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Commissions ...Asset management, distribution and administration fees ...Interest and dividends ...Other ...

  • Page 44
    ..., including financial instruments owned and financial instruments sold, not yet purchased, reverse repurchase and repurchase agreements, trading strategies, customer activity in the Company's prime brokerage business, and the prevailing level, term structure and volatility of interest rates. Reverse...

  • Page 45
    ... Company's long-term and short-term borrowings, such as structured notes, for which the fair value option was elected. Equity sales and trading revenues increased 31% to a then record $6,281 million in fiscal 2006. The increase was broad based and included higher revenues from derivatives and equity...

  • Page 46
    ... on structured transactions as a result of increased observability of market value in accordance with Emerging Issues Task Force ("EITF") Issue No. 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management...

  • Page 47
    ... the Company's investments in passive limited partnership interests associated with the Company's real estate funds. The increase in fiscal 2007 also reflected higher revenues primarily due to the appreciation of investments related to certain employee deferred compensation plans. The increase in...

  • Page 48
    ... leases (see Note 26 to the consolidated financial statements). Brokerage, clearing and exchange fees increased 32%, primarily reflecting increased equity and fixed income trading activity. Professional services expense increased 18%, primarily due to higher legal and consulting costs, reflecting...

  • Page 49
    ... unrealized gains on the Company's investments in Bolsas y Mercados Españoles and the New York Stock Exchange. Commissions. Commission revenues primarily arise from agency transactions in listed and OTC equity securities and sales of mutual funds, futures, insurance products and options. Commission...

  • Page 50
    ...and fees for investment management, account services and administration. The Company also receives shareholder servicing fees and fees for services it provides in distributing certain open-ended mutual funds and other products. Mutual fund distribution fees are based on either the average daily fund...

  • Page 51
    ... compensation expense related to equity awards to retirement-eligible employees, including new hires (see Note 2 to the consolidated financial statements), while fiscal 2005 included Global Wealth Management Group's share ($48 million) of the costs associated with senior management changes...

  • Page 52
    ... with the Company's real estate products and private equity portfolio, including employee deferred compensation plans and co-investment plans. Real estate and private equity investments generally are held for appreciation. It is not possible to determine when the Company will realize the value of...

  • Page 53
    ...bank trust platforms. (2) Amounts represent Asset Management's proportional share of assets managed by entities in which it owns a minority interest. (3) The alternatives asset class includes a range of investment products, such as real estate funds, hedge funds, private equity funds, funds of hedge...

  • Page 54
    ... money market funds that were impacted by the growth of Global Wealth Management Group's bank deposit program. Other. Other revenues increased 188% in fiscal 2007 primarily due to revenues associated with Lansdowne Partners ("Lansdowne"), a London-based investment manager, and Avenue Capital Group...

  • Page 55
    ...costs as well as the impact of new hires. In addition, fiscal 2006 included Asset Management's share ($20 million) of the incremental compensation expense related to equity awards to retirement-eligible employees (see Note 2 to the consolidated financial statements), while fiscal 2005 included Asset...

  • Page 56
    ... of credit default swaps based on subprime mortgages; and other market information, including data on remittances received and updated cumulative loss data on the underlying mortgages. For a further discussion of the Company's risk management policies and procedures see "Quantitative and Qualitative...

  • Page 57
    ... Company can be required to make payments in the event that securities in the referenced portfolios default or experience other credit events such as rating agency downgrades. (The characterization of these credit default swaps as "super senior" derives from their seniority in the capital structure...

  • Page 58
    ... further description of how credit risk is monitored. Actual losses could exceed the amount of Net Exposure. November 30, 2007 Profit Statement and of (Loss) Profit and Financial Three (Loss) Net Condition Months 12 Months Exposure 11/30/07(1) Ended Ended 11/30/07 (dollars in billions) Super Senior...

  • Page 59
    ...; • Transferring whole loans into SPEs/VIEs; • Holding one or more classes of securities issued by such securitization vehicles (including residual tranche securities) and possibly entering into derivative agreements with such securitization vehicles; • Purchasing and selling (in both a market...

  • Page 60
    .... Such positions are reflected at fair value, and presented in Financial instruments owned-Corporate and other debt in the consolidated statement of financial condition. Subsequent to November 30, 2007, the Company purchased approximately $160 million of additional securities from the Funds and...

  • Page 61
    ... ...Accounting for Servicing of Financial Assets ...Accounting for Uncertainty in Income Taxes ...Fair Value Measurements ...Employee Benefit Plans ...Fair Value Option ...Offsetting of Amounts Related to Certain Contracts ...Investment Company Accounting ...Dividends on Share-Based Payment Awards...

  • Page 62
    ... the level of plan assets relative to plan liabilities, expected plan liquidity needs and expected future contribution requirements. The Company's policy is to fund at least the amounts sufficient to meet minimum funding requirements under applicable employee benefit and tax regulations (for example...

  • Page 63
    ... long-term rate of return on assets for its U.S. Qualified Plan was based on the following target asset allocation: Target Investment Mix Expected Annual Return(1) Domestic equity: Large capitalization ...Small capitalization ...International equity ...Fixed income: Long-term government/corporate...

  • Page 64
    ... financial statements for the fiscal year ending November 30, 2007. The Company recorded an after-tax charge of $208 million ($347 million pre-tax) to Shareholders' equity upon the adoption of this requirement. SFAS No. 158 also requires the measurement of defined benefit and postretirement plan...

  • Page 65
    ...: exchange-traded equity securities and listed derivatives that are not actively traded; most OTC derivatives; restricted stock; corporate and municipal bonds; certain corporate loans and loan commitments; certain high-yield debt; certain residential and commercial mortgage loans; certain mortgage...

  • Page 66
    ... long and short positions. Fair value for many cash and OTC contracts is derived using pricing models. Pricing models take into account the contract terms (including maturity) as well as multiple inputs, including, where applicable, commodity prices, equity prices, interest rate yield curves, credit...

  • Page 67
    ... financial services industry. A substantial majority of OTC derivative products valued by the Company using pricing models fall into this category and are categorized within Level 2 of the fair value hierarchy. Other derivative products, typically the newest and most complex products, will require...

  • Page 68
    ... loans are valued based on origination price and collateral performance (credit events) since origination. These loans are classified in Levels 2 or 3 of the fair value hierarchy. The Company also holds certain loan products and mortgage products with the intent to securitize them. When structuring...

  • Page 69
    ... and liquidity deterioration in the mortgage markets. The most material transfers to Level 3 were in commercial whole loans, residuals from residential securitizations, interest-only commercial mortgage and agency bonds as well as commercial and residential credit default swaps. Fair Value Control...

  • Page 70
    ... with other market participants, contributes derivative pricing information to aggregation services that synthesize the data and make it accessible to subscribers. This information is then used to evaluate the fair value of these OTC derivative products. Legal, Regulatory and Tax Contingencies. In...

  • Page 71
    ...the primary beneficiary of a VIE, requires significant judgment (see Note 5 to the consolidated financial statements). Certain Factors Affecting Results of Operations. The Company's results of operations may be materially affected by market fluctuations and by economic factors. In addition, results...

  • Page 72
    ... purchased under agreements to resell and the completion of the Discover Spin-off (see Note 22 to the consolidated financial statements), partially offset by an increase in cash and securities deposited with clearing organizations and securities received as collateral. Within the sales and trading...

  • Page 73
    ... market, credit and/or liquidity risk. These low-risk assets generally are attributable to the Company's matched book and securities lending businesses. Adjusted assets are calculated by reducing gross assets by aggregate resale agreements and securities borrowed less non-derivative short positions...

  • Page 74
    ... to obtain floating interest rates based primarily on short-term London Interbank Offered Rates ("LIBOR") trading levels. At November 30, 2007, the aggregate outstanding principal amount of the Company's Senior Indebtedness (as defined in the Company's senior debt indentures) was approximately...

  • Page 75
    ... stock purchase contracts settle for Company common stock on August 17, 2010, subject to adjustment. Each Equity Unit will pay a fixed annual payment rate of 9% payable quarterly. As described below, the Equity Units consist of interests in trust preferred securities issued by Morgan Stanley Capital...

  • Page 76
    .... The Equity Unit holders may substitute certain zero-coupon treasury securities in place of the trust preferred securities as collateral under the stock purchase contracts. Stock Purchase Contracts. Each stock purchase contract requires the holder to purchase, and the Company to sell, on the stock...

  • Page 77
    ...periods when the average closing price of common shares for a reporting period is between $48.0700 and $57.6840 and is greater than the average market price for the last 20 days ending three days prior to the end of such reporting period. Upon settlement of the Stock Purchase Contract, the amount of...

  • Page 78
    ... as a long-term financial investor and issued new capital of approximately $5,579 million through Equity Units. These Equity Units will help to further bolster the Company's capital position and enhance growth opportunities globally while also building on the Company's deep historic ties and market...

  • Page 79
    ..., among other things, business segment capital needs, as well as equity-based compensation and benefit plan requirements. As of November 30, 2007, the Company had approximately $2.3 billion remaining under its current share repurchase authorization. The Board of Directors determines the declaration...

  • Page 80
    ...Year Ended November 30, 2007 November 30, 2007 (dollars in billions) Liquidity Reserve Parent ...Bank subsidiaries ...Non-bank subsidiaries ...Total ... $ 62 22 34 $118 $ 64 22 34 $120 $49 16 20 $85 Cash Capital. The Company maintains a cash capital model that measures long-term funding sources...

  • Page 81
    ... include the Company's equity capital; long-term debt; repurchase agreements; U.S., Canadian, European, Japanese and Australian commercial paper; asset-backed securitizations; letters of credit; unsecured bond borrowings; securities lending; buy/sell agreements; municipal reinvestments; promissory...

  • Page 82
    ...collateralized commercial and residential mortgage whole loan, derivative contracts, warehouse lending, emerging market loan, structured product, corporate loan, investment banking and prime brokerage businesses. Unsecured Financing. The Company views long-term debt as a stable source of funding for...

  • Page 83
    ... long-term financing include the Company's level and volatility of earnings, relative positions in the markets in which it operates, geographic and product diversification, retention of key personnel, risk profile, risk management policies, cash liquidity, capital structure, corporate lending credit...

  • Page 84
    ... mortgage loan, commercial mortgage loan and U.S. agency collateralized mortgage obligation securitization transactions. For further information about the Company's securitization activities, see Notes 2 and 5 to the consolidated financial statements as well as "Impact of Credit Market Events...

  • Page 85
    ...the Company's forward purchase contracts involving mortgage loans, residential mortgage loan commitments to individuals and residential home equity lines of credit. (8) This amount includes commercial loan commitments to small businesses and commitments related to securities-based lending activities...

  • Page 86
    ... Morgan Stanley & Co. International plc ("MSIP"), a London-based broker-dealer subsidiary, is subject to the capital requirements of the Financial Services Authority, and Morgan Stanley Japan Securities Co., Ltd. ("MSJS"), a Tokyo-based brokerdealer subsidiary, is subject to the capital requirements...

  • Page 87
    ... price of services offered. To the extent inflation results in rising interest rates and has other adverse effects upon the securities markets and upon the value of financial instruments, it may adversely affect the Company's financial position and profitability. A significant portion of the Company...

  • Page 88
    ... limits; reviews material market, credit and operational risks; and reviews results of risk management processes with the Audit Committee. The Internal Audit Department provides independent risk and control assessment and reports to the Audit Committee and administratively to the Chief Legal Officer...

  • Page 89
    ... Market Risk, Credit Risk, Operational Risk, Financial Control, Treasury, and Legal and Compliance Departments (collectively, the "Company Control Groups"), which are all independent of the Company's business units, assist senior management and the Firm Risk Committee in monitoring and controlling...

  • Page 90
    ..., venture capital, private partnerships, real estate funds and other funds. Such positions are less liquid, have longer investment horizons and are more difficult to hedge than listed equities. The Company is exposed to foreign exchange rate and implied volatility risk as a result of making markets...

  • Page 91
    ... by the Company's senior management. Aggregate market risk limits have been approved for the Company and for its major trading divisions worldwide (equity and fixed income, which includes interest rate products, credit products, foreign exchange and commodities). Additional market risk limits are...

  • Page 92
    ... (especially for complex derivative portfolios) may differ from the responses calculated by a VaR model; VaR using a one-day time horizon does not fully capture the market risk of positions that cannot be liquidated or hedged within one day; the historical market risk factor data used for VaR...

  • Page 93
    ...the Company's credit spread level as of November 30, 2007. Since the VaR statistics reported below are estimates based on historical position and market data, VaR should not be viewed as predictive of the Company's future revenues or financial performance or of its ability to monitor and manage risk...

  • Page 94
    ...% High/Low/Average Trading VaR Primary Market Risk Category Daily 95%/One-Day VaR Daily 95%/One-Day VaR for Fiscal 2006 for Fiscal 2007 High Low Average High Low Average (dollars in millions) Interest rate and credit spread ...Equity price ...Foreign exchange rate ...Commodity price ...Trading VaR...

  • Page 95
    ...the VaR model's accuracy relative to realized trading results. The Company incurred daily trading losses in excess of the 95%/one-day Trading VaR on 15 days during fiscal 2007. These losses were incurred during a period of exceptionally high volatility across equity, corporate credit and securitized...

  • Page 96
    ... as primary, fee-based and prime brokerage revenue credited to the trading businesses). During fiscal 2007, the Company experienced net trading losses on 34 days. These loss days were driven predominately by increased market volatility realized during the second half of the fiscal year. Daily Net...

  • Page 97
    ... extends loans and lending commitments to clients that are secured by assets of the borrower and generally provide for over-collateralization, including commercial real estate, loans secured by loan pools, corporate and operating company loans, and secured lines of revolving credit. Credit risk with...

  • Page 98
    ... name, portfolio and structured credit derivatives. Additionally, the Company may sell, assign or sub-participate funded loans and lending commitments to other financial institutions in the primary and secondary loan market. In connection with its derivatives trading activities, the Company may...

  • Page 99
    ... (which include corporate funded loans and lending commitments), the Company had hedges with a notional amount of $37.6 billion and $26.5 billion at November 30, 2007 and November 30, 2006, respectively. The table below shows the Company's credit exposure from its corporate lending positions and...

  • Page 100
    ...derivatives in a gain position at November 30, 2007. Fair value represents the risk reduction arising from master netting agreements, where applicable, and, in the final column, net of collateral received (principally cash and U.S. government and agency securities): OTC Derivative Products-Financial...

  • Page 101
    ... 30, 2007, based on the domicile of the counterparty, approximately 7% of the Company's credit exposure (for credit exposure arising from corporate loans and lending commitments as discussed above and current exposure arising from the Company's OTC derivatives contracts) was to emerging markets, and...

  • Page 102
    ... Morgan Stanley Commercial Financial Services, Inc. ("CFS"). CFS' suite of products includes working capital lines of credit, revolving lines of credit, standby letters of credit, term loans and commercial real estate mortgages. Clients are required to submit a credit application and financial...

  • Page 103
    ... sold in the secondary market through securitizations and whole loan sales, while almost all servicing rights are retained. These sales and securitizations pass the risk of credit loss onto the purchaser/investor. Operational Risk. Operational risk refers to the risk of financial or other loss, or...

  • Page 104
    ... such as regulatory capital requirements, sales and trading practices, new products, potential conflicts of interest, structured transactions, use and safekeeping of customer funds and securities, credit granting, money laundering, privacy and recordkeeping. In addition, the Company has established...

  • Page 105
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 106
    ...Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)". We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of November 30, 2007, based on...

  • Page 107
    MORGAN STANLEY Consolidated Statements of Financial Condition (dollars in millions, except share data) November 30, 2007 November 30, 2006 Assets Cash and cash equivalents ...Cash and securities deposited with clearing organizations or segregated under federal and other regulations or requirements ...

  • Page 108
    MORGAN STANLEY Consolidated Statements of Financial Condition-(Continued) (dollars in millions, except share data) November 30, 2007 November 30, 2006 Liabilities and Shareholders' Equity Commercial paper and other short-term borrowings (includes $3,068 at fair value in 2007) ...Deposits (includes ...

  • Page 109
    MORGAN STANLEY Consolidated Statements of Income (dollars in millions, except share and per share data) 2007 Fiscal Year 2006 2005 Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Commissions ...Asset management, distribution and administration fees ...Interest and ...

  • Page 110
    MORGAN STANLEY Consolidated Statements of Comprehensive Income (dollars in millions) Fiscal Year 2006 2007 2005 Net income ...Other comprehensive income (loss), net of tax: Foreign currency translation adjustments(1) ...Net change in cash flow hedges(2) ...Minimum pension liability adjustment(3) ...

  • Page 111
    ... Short-term borrowings ...MSCI Inc. initial public offering ...Derivatives financing activities ...Other secured financings ...Deposits ...Tax benefits associated with stock-based awards ...Net proceeds from: Issuance of preferred stock ...Issuance of common stock ...Issuance of long-term borrowings...

  • Page 112
    MORGAN STANLEY Consolidated Statements of Changes in Shareholders' Equity (dollars in millions) Common Common Accumulated Stock Stock Employee Other Held in Issued to Preferred Common Paid-in Retained Stock Comprehensive Treasury Employee Stock Stock Capital Earnings Trust Income (Loss) at Cost ...

  • Page 113
    ... acquisitions, restructurings, real estate and project finance; corporate lending; sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; benchmark indices and risk management analytics; research...

  • Page 114
    ... the Company's principal U.S. broker-dealer. Income Statement Presentation. The Company, through its subsidiaries and affiliates, provides a wide variety of products and services to a large and diversified group of clients and customers, including corporations, governments, financial institutions...

  • Page 115
    ... and derivative products. In addition, Securities received as collateral and Obligation to return securities received as collateral are measured at fair value as required by other accounting pronouncements. Additionally, certain Commercial paper and other short-term borrowings (primarily structured...

  • Page 116
    ... exchange-traded equity securities and listed derivatives that are not actively traded; most over-the-counter ("OTC") derivatives; restricted stock; corporate and municipal bonds; certain corporate loans and loan commitments; certain high-yield debt; certain residential and commercial mortgage loans...

  • Page 117
    ... long and short positions. Fair value for many cash and OTC contracts is derived using pricing models. Pricing models take into account the contract terms (including maturity) as well as multiple inputs, including, where applicable, commodity prices, equity prices, interest rate yield curves, credit...

  • Page 118
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) observability of inputs. This includes certain credit default swaps where direct trading activity or quotes are unobservable. Derivative interests in mortgage-related CDOs, for which observability of external price data is ...

  • Page 119
    ... loans are valued based on origination price and collateral performance (credit events) since origination. These loans are classified in Levels 2 or 3 of the fair value hierarchy. The Company also holds certain loan products and mortgage products with the intent to securitize them. When structuring...

  • Page 120
    ... contracts, pursuant to legally enforceable master netting agreements. Hedge Accounting. The Company applies hedge accounting for hedges involving various derivative financial instruments and non-U.S. dollar-denominated debt used to hedge interest rate, foreign exchange and credit risk arising...

  • Page 121
    ...-Credit Risk. Until the fourth quarter of 2007, the Company had designated a portion of a credit derivative embedded in a non-recourse structured note liability as a fair value hedge of the credit risk arising from a loan receivable to which the structured note liability was specifically linked...

  • Page 122
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Net Investment Hedges. The Company utilizes forward foreign exchange contracts and non-U.S. dollardenominated debt to manage the currency exposure relating to its net investments in non-U.S. dollar functional currency operations. ...

  • Page 123
    ...-average expected option life. Compensation expense for all stock-based payment awards is recognized using the graded vesting attribution method. The Employee Stock Purchase Plan (the "ESPP") allows employees to purchase shares of the Company's common stock at a 15% discount from market value...

  • Page 124
    ..., and the value of the Company's stock held in rabbi trusts is classified in Shareholders' equity and generally accounted for in a manner similar to treasury stock. The Company has included its obligations under certain deferred compensation plans in Employee stock trust. Shares that the Company has...

  • Page 125
    ..." ("SFAS No. 140"), and permits hybrid financial instruments that contain an embedded derivative that would otherwise require bifurcation to irrevocably be accounted for at fair value, with changes in fair value recognized in the statement of income. The fair value election may be applied on an...

  • Page 126
    ... on the Company's consolidated financial statements. Investment Company Accounting. In June 2007, the AICPA issued Statement of Position ("SOP") 07-1, "Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for...

  • Page 127
    ... on Share-Based Payment Awards" ("EITF Issue No. 06-11"). EITF Issue No. 06-11 requires that the tax benefit related to dividend equivalents paid on restricted stock units that are expected to vest be recorded as an increase to additional paid-in capital. The Company currently accounts for this tax...

  • Page 128
    ...(2) ...Liabilities Commercial paper and other short-term borrowings ...Deposits ...Financial instruments sold, not yet purchased: U.S. government and agency securities ...Other sovereign government obligations ...Corporate and other debt ...Corporate equities ...Derivative contracts(1) ...Physical...

  • Page 129
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents additional information about Level 3 assets and liabilities measured at fair value on a recurring basis. Level 3 instruments may be hedged with instruments classified in Level 1 and Level 2. As a ...

  • Page 130
    ...government and agency securities ...Other sovereign government obligations ...Corporate and other debt ...Corporate equities ...Investments ...Net derivative contracts ...Liabilities Financial instruments sold, not yet purchased: Corporate and other debt ...Corporate equities ...Long-term borrowings...

  • Page 131
    ...Discover Spin-off. (3) Certain investments that had been previously accounted for under the equity method, as well as certain interests in clearinghouses. The fair value option was elected only for positions that are risk managed on a fair value basis. (4) Structured notes and other hybrid long-term...

  • Page 132
    ...-brokers, dealers and clearing organizations, certain Commercial paper and other short-term borrowings, and certain Deposits. The Company's long-term borrowings are recorded at historical amounts unless elected under the SFAS No. 159 fair value election or designated as a hedged item in a fair value...

  • Page 133
    ... debt, and corporate equities. The Company receives collateral in the form of securities in connection with reverse repurchase agreements, securities borrowed and derivative transactions, and customer margin loans. In many cases, the Company is permitted to sell or repledge these securities held as...

  • Page 134
    .... The Company engages in securitization activities related to commercial and residential mortgage loans, U.S. agency collateralized mortgage obligations, corporate bonds and loans, municipal bonds and other types of financial assets. Special purpose entities ("SPEs"), also known as variable...

  • Page 135
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents information on the Company's residential mortgage loan, commercial mortgage loan and U.S. agency collateralized mortgage obligation securitization transactions. Key economic assumptions and the ...

  • Page 136
    ... mortgage loan business activities (dollars in millions): Fiscal 2007 Fair value as of the beginning of the period ...Additions: Purchases of servicing assets(1) ...Servicing assets that result from transfers of financial assets ...Total additions ...Subtractions: Sales/disposals ...Changes in fair...

  • Page 137
    ... in connection with municipal bond securitizations. • Loans and investments made to VIEs that hold debt, equity, real estate or other assets. • Derivatives entered into with variable interest entities. • Structuring of credit linked notes or other asset-repackaged notes designed to meet the...

  • Page 138
    ...consolidated statement of income. The Company's trading portfolios are managed with a view toward the risk and profitability of the portfolios. The following discussions of risk management, market risk, credit risk, concentration risk and customer activities relate to the Company's sales and trading...

  • Page 139
    ... and reports to the Audit Committee and administratively to the Chief Legal Officer. The Internal Audit Department periodically examines the Company's operational and control environment and conducts audits designed to cover all major risk categories. The Market Risk, Credit Risk, Operational Risk...

  • Page 140
    ... segment's market, credit and operational risk profile, sales practices, reputation, legal enforceability, and operational and technological risks. Participation by the senior officers of the Control Groups helps ensure that risk policies and procedures, exceptions to risk limits, new products and...

  • Page 141
    ... it to off-balance sheet credit risk. The Company may have to purchase or sell financial instruments at prevailing market prices in the event of the failure of a customer to settle a trade on its original terms or in the event cash and securities in customer margin accounts are not sufficient to...

  • Page 142
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 7. Consumer Loans. Consumer loans, which primarily related to general purpose credit card and consumer installment loans of DFS, were as follows: At November 30, 2006 (dollars in millions) General purpose credit card and ...

  • Page 143
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) receivables, cash collateral accounts, servicing rights, rights to any excess cash flows ("Residual Interests") remaining after payments to investors in the securitization trusts of their contractual rate of return and ...

  • Page 144
    ... The Company had entered into derivative contracts designed to reduce its exposure to rising oil prices and the potential phase-out of the synthetic fuels tax credits. Changes in fair value relative to these derivative contracts are included within Principal transactions-trading revenues. Structured...

  • Page 145
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Changes in the carrying amount of the Company's goodwill and intangible assets for fiscal 2007 and fiscal 2006 were as follows: Global Wealth Management Asset Group Management (dollars in millions) Institutional Securities ...

  • Page 146
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Amortizable intangible assets were as follows: At November 30, 2007 At November 30, 2006 Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Amount Amortization (dollars in millions) Amortizable intangible ...

  • Page 147
    ... included bank loans, Federal Funds and bank notes. (2) Certain structured short-term borrowings are carried at fair value under the fair value option. See Note 3 for additional information. The Company maintains a senior revolving credit agreement with a group of banks to support general liquidity...

  • Page 148
    ...capital requirements of the Company or its regulated subsidiaries and primarily are U.S. dollar denominated. Senior Debt-Structured Borrowings. The Company's index-linked, equity-linked or credit-linked borrowings include various structured instruments whose payments and redemption values are linked...

  • Page 149
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) credit or other position, the Company has entered into various swap contracts and purchased options that effectively convert the borrowing costs into floating rates based upon LIBOR. These instruments are included in the preceding...

  • Page 150
    ... the Company's real estate, private equity and principal investment activities, which include alternative products. (3) The Company's investment grade and non-investment grade primary lending commitments are made in connection with corporate lending and other business activities. Credit ratings for...

  • Page 151
    ...the Company's forward purchase contracts involving mortgage loans, residential mortgage loan commitments to individuals and residential home equity lines of credit. (8) This amount includes commercial loan commitments to small businesses and commitments related to securities-based lending activities...

  • Page 152
    ... economic hedge positions. The Company believes that the notional amounts of the derivative contracts generally overstate its exposure. Standby Letters of Credit and other Financial Guarantees. In connection with its corporate lending business and other corporate activities, the Company provides...

  • Page 153
    ... is a member of various U.S. and non-U.S. exchanges and clearinghouses that trade and clear securities and/or futures contracts. Associated with its membership, the Company may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations...

  • Page 154
    ... maintained in the securities accounts (along with the associated real estate collateral) is insufficient to cover losses that purchasers experience as a result of defaults by borrowers on the underlying residential mortgage loans. The Company requires the borrowers to meet daily collateral calls to...

  • Page 155
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Contingencies. Legal. In the normal course of business, the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with...

  • Page 156
    ... segment capital needs, as well as equity-based compensation and benefit plan requirements. As of November 30, 2007, the Company had approximately $2.3 billion remaining under its current share repurchase authorization. Rabbi Trusts. The Company has established rabbi trusts (the "Rabbi Trusts") to...

  • Page 157
    ... and banking regulations, and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. These subsidiaries have consistently operated in excess of their local capital adequacy requirements. Morgan Stanley Derivative Products Inc...

  • Page 158
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) functional currencies to U.S. dollars, net of hedge gains or losses and related tax effects. The Company uses foreign currency contracts and designates certain non-U.S. dollar currency debt as hedges to manage the currency ...

  • Page 159
    ... stock units) outstanding at end of period ...18. Employee Stock-Based Compensation Plans. 19 38 93 As of December 1, 2004, the Company early adopted SFAS No. 123R using the modified prospective method. SFAS No. 123R requires measurement of compensation cost for equity-based awards at fair value...

  • Page 160
    ...purchase Morgan Stanley common stock held by directors and employees who remained with the Company after the Discover Spin-off were adjusted to preserve the intrinsic value of the award immediately prior to the spin-off using an adjustment ratio based on the Morgan Stanley closing market stock price...

  • Page 161
    ... 54.21 $54.29 (1) The number of shares and weighted average grant date fair value have been adjusted to reflect the impact of the Discover Spin-off based on the adjustment ratio discussed above. (2) Amount includes approximately 1 million awards held by Discover employees that were canceled due to...

  • Page 162
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Stock Option Awards. The Company has granted stock option awards pursuant to several equity-based compensation plans. The plans provide for the deferral of a portion of certain key employees' discretionary compensation with awards...

  • Page 163
    ...In November 2007, in connection with its initial public offering, MSCI Inc., a majority-owned subsidiary of Morgan Stanley, made a founders' grant in the form of restricted stock units (representing shares of MSCI Inc. common stock) and options to purchase MSCI Inc. common stock (such awards are not...

  • Page 164
    ... by the Company and are funded when paid to the beneficiaries. The Company's U.S. Qualified Plan was closed to new participants effective July 1, 2007. In lieu of a defined benefit pension plan, eligible employees who were first hired, rehired or transferred to a U.S. benefits eligible position will...

  • Page 165
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following tables present information for the Company's pension and postretirement plans on an aggregate basis: Net Periodic Benefit Expense. The following table presents the components of the net periodic benefit expense: ...

  • Page 166
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Benefit Obligations and Funded Status. The following table provides a reconciliation of the changes in the benefit obligation and fair value of plan assets for fiscal 2007 and fiscal 2006 as well as a summary of the funded status ...

  • Page 167
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table contains information for pension plans with projected benefit obligations in excess of the fair value of plan assets as of fiscal year-end: November 30, November 30, 2007 2006 (dollars in millions) Projected ...

  • Page 168
    ... U.S. Qualified Plan based on its assessment of business and financial conditions, demographic and actuarial data, funding characteristics and related risk factors. Other relevant factors, including industry practices and long-term historical and prospective capital market returns, were considered...

  • Page 169
    ... is undertaken for long-term investment rather than short-term trading. • Derivatives may only be used in the management of the U.S. Qualified Plan's portfolio when their possible effects can be quantified, shown to enhance the risk-return profile of the portfolio, and reported in a meaningful and...

  • Page 170
    ... TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Morgan Stanley 401(k) and Profit Sharing Awards. Eligible U.S. employees receive 401(k) matching contributions that are invested in the Company's common stock. The retirement contribution granted in lieu of a defined benefit pension plan is included...

  • Page 171
    ... diluted share, related to the resolution of the Internal Revenue Service (the "IRS") examination of years 1994-1998. The fiscal 2005 effective tax rate includes the impact of a $309 million income tax benefit resulting from repatriation of foreign earnings under the provisions of the American Jobs...

  • Page 172
    ... in which it operates. The Company recorded income tax benefits to Paid-in capital of $280 million, $72 million and $317 million related to employee stock compensation transactions in fiscal 2007, fiscal 2006 and fiscal 2005, respectively. Such benefits were credited to Paid-in capital. 166

  • Page 173
    ... the Company's effective income tax rate for any period in which such resolution occurs. 21. Segment and Geographic Information. The Company structures its segments primarily based upon the nature of the financial products and services provided to customers and the Company's management organization...

  • Page 174
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Selected financial information for the Company's segments is presented below: Institutional Securities Global Wealth Management Asset Intersegment Group Management Eliminations(1) (dollars in millions) Fiscal 2007 Total Net ...

  • Page 175
    ...of the Company's consolidated net revenues and total assets, on a managed basis, based on the following methodology: • Institutional Securities: investment banking-client location, equity capital markets-client location, debt capital markets-revenue recording location, sales & trading-trading desk...

  • Page 176
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Europe, Middle East and Africa Asia (dollars in millions) Net Revenues Americas Total Fiscal 2007 ...Fiscal 2006(1) ...Fiscal 2005(1) ... $12,150 18,803 15,375 $10,008 7,762 5,711 $5,868 3,274 2,439 $28,026 29,839 23,525 ...

  • Page 177
    ...-Derivative contracts ...Consumer loans ...Fees, interest and other ...Office facilities and other equipment, at cost, net ...Goodwill and net intangible assets ...Other assets ...Total ...Liabilities and Shareholders' Equity Commercial paper and other short-term borrowings ...Deposits ...Financial...

  • Page 178
    ... 30, 2006, the Company announced that it had signed a definitive agreement under which it would sell its aircraft leasing business to Terra Firma, a European private equity group, for approximately $2.5 billion in cash and the assumption of liabilities. Based on the terms of the agreement and in...

  • Page 179
    ... of MSCI and consolidates MSCI for financial reporting purposes. JM Financial. In October 2007, the Company dissolved its India joint ventures with JM Financial. The Company purchased the joint venture's institutional equities sales, trading and research platform by acquiring JM Financial's 49...

  • Page 180
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Lansdowne Partners. On November 1, 2006, the Company acquired a 19% stake in Lansdowne Partners ("Lansdowne"), a London-based investment manager. The investment in Lansdowne is accounted for under the equity method of accounting ...

  • Page 181
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Trust Preferred Securities. The Company adjusted its opening retained earnings for fiscal 2006 and its financial results for the first two quarters of fiscal 2006 to reflect a change in its hedge accounting under SFAS No. 133. The...

  • Page 182
    ...attacks targeted against New York City and Washington, D.C. The attacks in New York resulted in the destruction of the World Trade Center complex, where approximately 3,700 of the Company's employees were located, and the temporary closing of the debt and equity financial markets in the U.S. Through...

  • Page 183
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 26. Lease Adjustment. Prior to the first quarter of fiscal 2005, the Company did not record the effects of scheduled rent increases and rent-free periods for certain real estate leases on a straight-line basis. In addition, the ...

  • Page 184
    ...to the averaging effect of the number of shares and share equivalents throughout the year. 28. Subsequent Event. China Investment Corporation Investment. In December 2007, the Company sold Equity Units which include contracts to purchase Company common stock (see "Stock Purchase Contracts" herein...

  • Page 185
    ... stock purchase contracts settle for Company common stock on August 17, 2010, subject to adjustment. Each Equity Unit will pay a fixed annual payment rate of 9% payable quarterly. As described below, the Equity Units consist of interests in trust preferred securities issued by Morgan Stanley Capital...

  • Page 186
    ... FINANCIAL STATEMENTS-(Continued) securities upon liquidation of the Morgan Stanley Trusts are paid or the junior subordinated debentures are distributed to the holders of all the trust preferred securities. The trust preferred securities held by the Equity Unit holders are pledged to the Company...

  • Page 187
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) average market price for the last 20 days of the reporting period, less the number of shares that could be purchased by the Company with the proceeds to be received upon settlement of the contract at the average closing price for ...

  • Page 188
    ...the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of Morgan Stanley's internal control over financial reporting as of November 30, 2007. In making this...

  • Page 189
    ... Registered Public Accounting Firm To the Board of Directors and Shareholders of Morgan Stanley: We have audited the internal control over financial reporting of Morgan Stanley and subsidiaries (the "Company") as of November 30, 2007, based on criteria established in Internal Control-Integrated...

  • Page 190
    2007, concerning the adoption of Statement of Financial Accounting Standards, No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)." /s/ Deloitte & Touche LLP New York, New York January 28, 2008 184

  • Page 191
    ... (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended November 30, 2007 that materially affected, or is reasonably likely to materially affect, Morgan Stanley's internal control over financial reporting. Item 9B. Other Information. Not applicable. 185

  • Page 192
    ...4, 2007 stating that he was not aware of any violation by Morgan Stanley of the NYSE's corporate governance listing standards. In addition, Morgan Stanley has filed, as exhibits to this Annual Report on Form 10-K, the certifications of its Chief Executive Officer and Chief Financial Officer required...

  • Page 193
    ...are valued by reference to or otherwise based on the fair market value of common stock, and other equity-based or equity-related awards approved by the Compensation, Management Development and Succession Committee. 5,621,592 shares available under the Employee Equity Accumulation Plan (EEAP). Awards...

  • Page 194
    ... principal accountant fees and services under the following caption in Morgan Stanley's Proxy Statement is incorporated by reference herein. • "Item 2-Ratification of Appointment of Morgan Stanley's Independent Auditor" (excluding the information under the subheading "Audit Committee Report") 188

  • Page 195
    ... The financial statements required to be filed hereunder are listed on page S-1. • The financial statement schedules required to be filed hereunder are listed on page S-1. • An exhibit index has been filed as part of this report beginning on page E-1 and is incorporated herein by reference. 189

  • Page 196
    ...of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on January 28, 2008. MORGAN STANLEY (REGISTRANT) By:/S/ JOHN J. MACK (John J. Mack) Chairman of the Board and Chief Executive Officer Power of...

  • Page 197
    Signature Title /s/ CHARLES H. NOSKI (Charles H. Noski) HUTHAM S. OLAYAN (Hutham S. Olayan) Director /s/ Director /s/ CHARLES E. PHILLIPS, JR. (Charles E. Phillips, Jr.) O. GRIFFITH SEXTON (O. Griffith Sexton) Director /s/ Director /s/ LAURA D'ANDREA TYSON (Laura D'Andrea Tyson) /s/ ...

  • Page 198
    MORGAN STANLEY INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES ITEMS (15)(a)(1) AND (15)(a)(2) Page Financial Statements Report of Independent Registered Public Accounting Firm ...Consolidated Statements of Financial Condition at November 30, 2007 and November 30, 2006 ......

  • Page 199
    SCHEDULE I MORGAN STANLEY (Parent Company Only) Condensed Statements of Financial Condition (dollars in millions, except share data) November 30, 2007 November 30, 2006 Assets: Cash and cash equivalents ...Financial instruments owned ...Securities purchased under agreement to resell with affiliate ...

  • Page 200
    SCHEDULE I MORGAN STANLEY (Parent Company Only) Condensed Statements of Income and Comprehensive Income (dollars in millions) Fiscal 2007...cash flow hedges ...Minimum pension liability adjustment ...Comprehensive income ...Net income ...Preferred stock dividend requirements ...Earnings applicable to ...

  • Page 201
    ... ...Securities purchased under agreement to resell with affiliate ...Net cash used for investing activities ...Cash flows from financing activities: Net proceeds from (payments for) short-term borrowings ...MSCI Inc. initial public offering ...Tax benefits associated with stock-based awards...

  • Page 202
    ... made on derivatives, securities and stock lending transactions and certain annuity products. These indemnity payments could be required based on a change in the tax laws or change in interpretation of applicable tax rulings. Certain contracts contain provisions that enable the Company to terminate...

  • Page 203
    ...At November 30, 2007, the Company had $2.2 billion outstanding under subsidiary lease obligations, primarily in the United Kingdom. 4. Commitments and Contingencies. For a discussion of the Company's commitments and contingencies, see Note 15 to the Company's consolidated financial statements. S-6

  • Page 204
    ... in this 2007 Annual Report on Form 10-K. Our audits also included Schedule I listed in the Index to Financial Statements and Financial Statement Schedules. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our...

  • Page 205
    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM 10-K For the fiscal year ended November 30, 2007 Commission File No. 1-11758

  • Page 206
    ... Stanley's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998). 4.3* 4.4 4.5* 4.6 4.7 4.8 4.9 (1) For purposes of this Exhibit Index, references to "The Bank of New York" mean in some instances the entity successor to JPMorgan Chase Bank, N.A. or J.P. Morgan Trust Company...

  • Page 207
    ... by certain senior officers of Morgan Stanley) as amended by Amendment No. 1 dated as of November 30, 2000 between Morgan Stanley and State Street Bank and Trust Company, effective January 1, 2002 (Exhibit 10.10 to Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended November 30...

  • Page 208
    ...State Street Bank and Trust Company (Exhibit 10.1 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended August 31, 2007). 10.2 Separation and Distribution Agreement dated as of June 29, 2007 by and between Morgan Stanley and Discover Financial Services (Exhibit 10 to Morgan Stanley...

  • Page 209
    ...) and Amendment (Exhibit 10.24 to Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended November 30, 2006). Form of Equity Incentive Compensation Plan Award Certificate (Exhibit 10.1 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended August 31, 2004). E-4 10.19...

  • Page 210
    .... Description 10.24†10.25†Form of Equity Incentive Compensation Plan Award Certificate (Exhibit 10.10 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended August 31, 2005). Form of Chief Executive Officer Equity Award Certificate for Discretionary Retention Award of Stock...

  • Page 211
    ...Chief Financial Officer. 32.1** Section 1350 Certification of Chief Executive Officer. 32.2** Section 1350 Certification of Chief Financial Officer. * ** †Filed herewith. Furnished herewith. Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10...

  • Page 212
    EXHIBIT 31.1 Certification I, John J. Mack, certify that: 1. I have reviewed this annual report on Form 10-K of Morgan Stanley; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ...

  • Page 213
    EXHIBIT 31.2 Certification I, Colm Kelleher, certify that: 1. I have reviewed this annual report on Form 10-K of Morgan Stanley; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ...

  • Page 214
    ... with the Annual Report of Morgan Stanley (the "Company") on Form 10-K for the fiscal year ended November 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John J. Mack, Chairman of the Board and Chief Executive Officer of the Company, certify...

  • Page 215
    ... with the Annual Report of Morgan Stanley (the "Company") on Form 10-K for the fiscal year ended November 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Colm Kelleher, Executive Vice President and Chief Financial Officer of the Company, certify...

  • Page 216
    Printed with soy ink on recycled paper.