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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 year ended December 31, 2012
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
6
1
4
% Capital Securities of Morgan Stanley Capital Trust III (and Registrant’s guaranty with respect thereto) ........ NewYork Stock Exchange
6
1
4
% Capital Securities of Morgan Stanley Capital Trust IV (and Registrant’s guaranty with respect thereto) ........ NewYork Stock Exchange
5
3
4
% 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
Market Vectors ETNs due March 31, 2020 (2 issuances); Market Vectors ETNs due April 30, 2020 (2 issuances) ..... NYSE Arca, Inc.
Morgan Stanley Cushing®MLP High Income Index ETNs due March 21, 2031 ................................ NYSE Arca, Inc.
Morgan Stanley S&P 500 Crude Oil Linked ETNs due July 1, 2031 ......................................... NYSE Arca, Inc.
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 whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files). 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 the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer È
Non-Accelerated Filer
(Do not check if a smaller reporting company)
Accelerated Filer
Smaller reporting company
Indicate by check mark whether Registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES NO È
As of June 29, 2012, the aggregate market value of the common stock of Registrant held by non-affiliates of Registrant was approximately
$28,757,715,880. This calculation does not reflect a determination that persons are affiliates for any other purposes.
As of February 5, 2013, there were 1,961,257,664 shares of Registrant’s common stock, $0.01 par value, outstanding.
Documents Incorporated by Reference: Portions of Registrant’s definitive proxy statement for its 2013 annual meeting of shareholders are
incorporated by reference in Part III of this Form 10-K.

Table of contents

  • Page 1
    ... 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 York Stock Exchange New York Stock Exchange New York Stock...

  • Page 2

  • Page 3
    ... ended December 31, 2012 Table of Contents Page Part I Item 1. Business ...Overview ...Available Information ...Business Segments ...Institutional Securities ...Global Wealth Management Group ...Asset Management ...Competition ...Supervision and Regulation ...Executive Officers of Morgan Stanley...

  • Page 4
    ..., Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accountant Fees and Services ...Changes...

  • Page 5
    ... of market conditions, particularly in the global equity, fixed income, credit and commodities markets, including corporate and mortgage (commercial and residential) lending and commercial real estate markets; • the impact of current, pending and future legislation (including the Dodd-Frank Wall...

  • Page 6
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 7
    ... 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 December 31, 2012, the Company had 57,061 employees worldwide. Unless the context otherwise requires, the terms "Morgan Stanley," the "Company...

  • Page 8
    ...and Morgan Stanley Asia Limited, and certain joint venture entities that include Morgan Stanley MUFG Securities Co., Ltd. ("MSMS") and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. ("MUMSS"). The Company, primarily through these entities, also conducts sales and trading activities worldwide, as...

  • Page 9
    ... 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. The Company is a primary dealer of U.S. federal government securities and...

  • Page 10
    ...in Morgan Stanley Smith Barney Holdings LLC (the "Wealth Management Joint Venture" or "Wealth Management JV"), provides comprehensive financial services to clients through a network of more than 16,700 global representatives in 712 locations at year-end. As of December 31, 2012, the Company's Global...

  • Page 11
    ... and check writing, as well as lending products through affiliates such as Morgan Stanley Private Bank, National Association ("MS Private Bank") and MSBNA, including securities based lending, mortgage loans and home equity lines of credit. Global Wealth Management Group also provides trust and...

  • Page 12
    ... retain highly qualified employees while managing compensation and other costs. The Company competes with commercial banks, brokerage firms, insurance companies, electronic trading and clearing platforms, financial data repositories, sponsors of mutual funds, hedge funds, energy companies and other...

  • Page 13
    ... The Company competes directly in the U.S. and globally with other securities and financial services firms and broker-dealers and with others on a regional or product basis. The Company's ability to access capital at competitive rates (which is generally impacted by the Company's credit ratings) and...

  • Page 14
    ... impact that the Dodd-Frank Act will have on the Company and on the financial services industry generally. In addition, various international developments, such as the adoption of risk-based capital, leverage and liquidity standards by the Basel Committee on Banking Supervision, known as "Basel III...

  • Page 15
    ... upon general economic conditions and their particular condition, risk profile and growth plans. In addition, under the Federal Reserve's leverage capital rules, bank holding companies that have implemented the Federal Reserve's risk-based capital measure for market risk, such as the Company, are...

  • Page 16
    ... of asset classes. See also "Management's Discussion and Analysis of Financial Condition and Results of Operation-Liquidity and Capital Resources-Regulatory Requirements" in Part II, Item 7 herein. Capital Planning, Stress Tests and Dividends. Pursuant to the Dodd-Frank Act, the Federal Reserve has...

  • Page 17
    ... Treasury") (established by the Dodd-Frank Act), can gather data and reports from financial institutions, including the Company. Pursuant to the Dodd-Frank Act, each bank holding company with $50 billion or more in consolidated assets must also provide to the Federal Reserve and FDIC an annual plan...

  • Page 18
    ...secured lending products primarily for customers of its affiliate retail broker-dealer, Morgan Stanley Smith Barney LLC ("MSSB LLC"). MS Private Bank also offers certain deposit products, as well as personal trust and prime brokerage custody services. MS Private Bank is an FDIC-insured national bank...

  • Page 19
    ...using a new methodology that generally favors banks that are mostly funded by deposits. Institutional Securities and Global Wealth Management Group. Broker-Dealer Regulation. The Company's primary U.S. broker-dealer subsidiaries, MS&Co. and MSSB LLC, are registered broker-dealers with the SEC and in...

  • Page 20
    ...to maintain risk management controls and supervisory procedures with respect to providing access to securities markets, which became fully effective in 2012. In July 2012, the SEC adopted a consolidated audit trail rule, which, when fully implemented, will require large broker-dealers to report into...

  • Page 21
    ... energy markets by U.S. federal, state and local authorities in the U.S. and abroad and by the public has resulted in increased regulatory and legal enforcement and remedial proceedings involving energy companies, including those engaged in power generation and liquid hydrocarbons trading. Terminal...

  • Page 22
    ... in the Federal Republic of Germany; Eidgenôssische Finanzmarktaufsicht (the Financial Market Supervisory Authority) regulates its activities in Switzerland; the Financial Services Agency, the Bank of Japan, the Japanese Securities Dealers Association and several Japanese securities and futures...

  • Page 23
    ...the Morgan Stanley mutual funds and as placement agent to certain private investment funds managed by the Company's asset management business segment. See also "- Institutional Securities and Global Wealth Management Group-Broker-Dealer Regulation" above. As a result of the passage of the Dodd-Frank...

  • Page 24
    ... financial institution. In April 2011, seven federal agencies, including the Federal Reserve, jointly proposed an interagency rule implementing this requirement. The rule has not yet been finalized. Further, pursuant to the Dodd-Frank Act, the SEC must direct listing exchanges to require companies...

  • Page 25
    ... and Chief Legal Officer of Morgan Stanley (since January 2012). Global Head of Legal (September 2010 to January 2012). Global Head of Litigation (January 2006 to September 2010) and General Counsel of the Americas (May 2009 to September 2010). General Counsel of Global Wealth Management Group...

  • Page 26
    ...our inability to raise funding in the long-term or short-term debt capital markets or our inability to access the secured lending markets. Factors that we cannot control, such as disruption of the financial markets or negative views about the financial services industry generally, including concerns...

  • Page 27
    ... of a credit ratings downgrade. Termination of our trading and other agreements could cause us to sustain losses and impair our liquidity by requiring us to find other sources of financing or to make significant cash payments or securities movements. Our long-term credit ratings by Moody's Investor...

  • Page 28
    ...the global equity, fixed income, credit and commodities markets, including corporate and mortgage (commercial and residential) lending and commercial real estate markets; the impact of current, pending and future legislation (including the Dodd-Frank Act), regulation (including capital, leverage and...

  • Page 29
    ... our market-making, investing, block trading, underwriting and lending businesses in the event of unfavorable market movements. We commit substantial amounts of capital to these businesses, which often results in our taking large positions in the securities of, or making large loans to, a particular...

  • Page 30
    ... obligations or loans. We also incur credit risk in the Global Wealth Management Group business segment lending to individual investors, including, but not limited to, margin and non-purpose loans collateralized by securities, residential mortgage loans and home equity lines of credit. While we...

  • Page 31
    ..., to new activities limitations, to a systemic risk regime that will impose heightened capital and liquidity requirements to new restrictions on activities and investments imposed by the Volcker Rule, and to comprehensive new derivatives regulation. While certain portions of the Dodd-Frank Act were...

  • Page 32
    ... activities and make plans to implement compliance with the Volcker Rule. The financial services industry faces substantial litigation and is subject to regulatory investigations, and we may face damage to our reputation and legal liability. As a global financial services firm, we face the risk of...

  • Page 33
    ... actions of the Federal Reserve and international central banking authorities directly impact our cost of funds for lending, capital raising and investment activities and may impact the value of financial instruments we hold. In addition, such changes in monetary policy may affect the credit quality...

  • Page 34
    ... and highlight the limitations inherent in using historical information to manage risk. Management of market, credit, liquidity, operational, legal, regulatory and compliance risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and...

  • Page 35
    .... We compete with commercial banks, brokerage firms, insurance companies, electronic trading and clearing platforms, financial data repositories, sponsors of mutual funds, hedge funds, energy companies and other companies offering financial or ancillary services in the U.S., globally and through the...

  • Page 36
    ... Japan with MUFG of their respective investment banking and securities businesses are complex. MUFG and the Company have integrated their respective Japanese securities businesses by forming two joint venture companies, MUMSS and MSMS. See "Management's Discussion and Analysis of Financial Condition...

  • Page 37
    ..., 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 Act. There are no comments that remain unresolved that the Company received not less than 180 days before the end of the year...

  • Page 38
    ...31, 2012(A) U.S. Locations 1585 Broadway New York, New York (Global Headquarters and Institutional Securities Headquarters) 2000 Westchester Avenue Purchase, New York (Global Wealth Management Group Headquarters) 522 Fifth Avenue New York, New York (Asset Management Headquarters) New York, New York...

  • Page 39
    ... 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 its activities as a global diversified financial services institution. Certain of the actual...

  • Page 40
    ..., 2012, defendants filed a renewed motion to dismiss the complaint. On March 16, 2011, a purported class action, styled Coulter v. Morgan Stanley & Co. Incorporated et al., was filed in the SDNY asserting claims on behalf of participants in the Company's 401(k) plan and employee stock ownership plan...

  • Page 41
    ... 25, 2008, the Company and two ratings agencies were named as defendants in a purported class action related to securities issued by a SIV called Cheyne Finance PLC and Cheyne Finance LLC (together, the "Cheyne SIV"). The case is styled Abu Dhabi Commercial Bank, et al. v. Morgan Stanley & Co. Inc...

  • Page 42
    ...Stanley Mortgage Capital Holdings LLC improperly refused to repurchase certain mortgage loans that CMC, as servicer, was required to repurchase from the Federal Home Loan Mortgage Corporation ("Freddie Mac") and the Federal National Mortgage Association ("Fannie Mae"). On November 4, 2011, CMC filed...

  • Page 43
    ... v. Bank of America Funding Corporation et al. The other was filed in the Superior Court of the State of California, styled Federal Home Loan Bank of Chicago v. Bank of America Securities LLC, et al. The complaints allege that defendants made untrue statements and material omissions in the sale to...

  • Page 44
    ... Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended complaint was filed on April 2, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts...

  • Page 45
    ... York Branch v. Morgan Stanley, et al. An amended complaint was filed on May 24, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans...

  • Page 46
    ... punitive damages, associated with plaintiffs' purchases of such certificates. On September 21, 2012, the Company filed a motion to dismiss the amended complaint. On August 7, 2012, U.S. Bank, in its capacity as Trustee, filed a complaint on behalf of Morgan Stanley Mortgage Loan Trust 2006-4SL and...

  • Page 47
    ... 28, 2012, U.S. Bank, in its capacity as Trustee, filed a complaint on behalf of Morgan Stanley Mortgage Loan Trust 2006-13ARX against the Company styled Morgan Stanley Mortgage Loan Trust 200613ARX v. Morgan Stanley Mortgage Capital Holdings LLC, as successor in interest to Morgan Stanley Mortgage...

  • Page 48
    ... as Trustee, filed a complaint on behalf of Morgan Stanley Mortgage Loan Trust 2006-10SL and Mortgage Pass-Through Certificates, Series 2006-10SL against the Company. The complaint is styled Morgan Stanley Mortgage Loan Trust 2006-10SL, et al. v. Morgan Stanley Mortgage Capital Holdings LLC, as...

  • Page 49
    ...as Trustee, filed a summons with notice on behalf of Morgan Stanley Mortgage Loan Trust 2007-2AX against the Company. The matter is styled Morgan Stanley Mortgage Loan Trust 2007-2AX, by U.S. Bank National Association, solely in its capacity as Trustee v. Morgan Stanley Mortgage Capital Holdings LLC...

  • Page 50
    .... Commercial Mortgage Related Matter. On January 25, 2011, the Company was named as a defendant in The Bank of New York Mellon Trust, National Association v. Morgan Stanley Mortgage Capital, Inc., a litigation pending in the SDNY. The suit, brought by the trustee of a series of commercial mortgage...

  • Page 51
    ... cash dividends per share of the Company's common stock declared by its Board of Directors for such quarter. Low Sale Price High Sale Price Dividends 2012: Fourth Quarter ...Third Quarter ...Second Quarter ...First Quarter ...2011: Fourth Quarter ...Third Quarter ...Second Quarter ...First Quarter...

  • Page 52
    ... stock during the fourth quarter of the year ended December 31, 2012. Issuer Purchases of Equity Securities (dollars in millions, except per share amounts) Total Number of Shares Purchased Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs(C) Approximate Dollar Value...

  • Page 53
    ... investment at the closing price on December 30, 2007 and reinvestment of dividends on the respective dividend payment dates without commissions. This graph does not forecast future performance of the Company's common stock. CUMULATIVE TOTAL SHAREHOLDER RETURN December 31, 2007 - December 31, 2012...

  • Page 54
    ... Financial Data. MORGAN STANLEY SELECTED FINANCIAL DATA (dollars in millions, except share and per share data) One Month Ended December 31, 2008(2) 2012 Income Statement Data: Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Commissions and fees ...Asset management...

  • Page 55
    ... applicable to Morgan Stanley less preferred dividends as a percentage of average common equity. The return on average common equity is a non-generally accepted accounting principle financial measure that the Company considers to be a useful measure to the Company and investors to assess operating...

  • Page 56
    ... sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; and investment activities. Global Wealth Management Group, which includes the Company's 65% interest in Morgan Stanley Smith Barney Holdings...

  • Page 57
    ... of the Company's results of operations below may contain forward-looking statements. These statements, which reflect management's beliefs and expectations, are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties...

  • Page 58
    Executive Summary. Financial Information and Statistical Data (dollars in millions, except where noted and per share amounts). 2012 2011 2010 Net revenues: Institutional Securities ...Global Wealth Management Group ...Asset Management ...Intersegment Eliminations ...Consolidated net revenues ...Net...

  • Page 59
    ... common equity(7) ...Tangible book value per common share(8) ...Effective income tax rate from continuing operations(9) ...Worldwide employees at December 31, 2012, 2011 and 2010 ...Global liquidity reserve held by the bank and non-bank legal entities at December 31, 2012, 2011 and 2010 (dollars in...

  • Page 60
    ...Global retail locations at December 2012, 2011 and 2010(14) ...Pre-tax profit margin(15) ...Asset Management: Pre-tax profit margin(15) ...Selected Management Financial Measures-Non-GAAP(21): Net revenues, excluding DVA(22)-Non-GAAP ...Income from continuing operations applicable to Morgan Stanley...

  • Page 61
    ..., see "Liquidity and Capital Resources-Liquidity Risk Management Framework-Global Liquidity Reserve" herein. (11) The Company's December 31, 2011 Tier 1 common capital ratio, Tier 1 capital ratio and Total capital ratio were each reduced by approximately 30 basis points and Tier 1 leverage ratio was...

  • Page 62
    2012 Reconciliation of Selected Management Financial Measures from a Non-GAAP to a GAAP Basis (dollars in millions, except per share amounts): Net revenues Net revenues-Non-GAAP ...Impact of DVA ...Net revenues-GAAP ...Income from continuing operations applicable to Morgan Stanley Income applicable ...

  • Page 63
    ... agencies downgraded the credit ratings for some euro-zone countries, and some European Union member countries, such as Italy and Spain, entered into a technical recession (two consecutive quarters of negative change in gross domestic product) in 2012. In Asia, major equity market indices ended 2012...

  • Page 64
    ...of the tax benefits associated with DVA losses in 2012. The results of Quilter, the Company's retail wealth management business in the U.K. (reported in the Global Wealth Management Group business segment) and Saxon, a provider of servicing and subservicing of residential mortgage loans (reported in...

  • Page 65
    ... activity in securitized products and the impact of the MBIA settlement in 2011. Other sales and trading net losses were $495 million in 2012 compared with net losses of $1,327 million in 2011. Results primarily consisted of certain activities associated with the Company's lending activities, gains...

  • Page 66
    ... to Morgan Stanley Wealth Management. The Company incurred $173 million of non-recurring costs associated with the Morgan Stanley Wealth Management integration and the additional 14% purchase of the Wealth Management JV in 2012. See Note 3 to the consolidated financial statements for further...

  • Page 67
    ...see "Liquidity and Capital Resources-Regulatory Requirements" herein). Under current Basel I standards, the Tier 1 common ratio was reduced by approximately 20 basis points. MUFG Stock Conversion. On June 30, 2011, the Company's outstanding Series B Preferred Stock owned by MUFG with a face value of...

  • Page 68
    ... of credit valuation adjustments associated with the transactions, reported within Principal transactions- Trading in the consolidated statement of income. Huaxin Securities Joint Venture. In June 2011, the Company and Huaxin Securities Co., Ltd. ("Huaxin Securities") (also known as China Fortune...

  • Page 69
    ... sales of cash instruments and derivative settlements, unrealized gains and losses from ongoing fair value changes of the Company's positions related to market-making activities, and gains and losses related to investments associated with certain employee deferred compensation plans. In many markets...

  • Page 70
    ... agreements to repurchase, loans, deposits, commercial paper and other short-term borrowings, long-term borrowings, trading strategies, customer activity in the Company's prime brokerage business, and the prevailing level, term structure and volatility of interest rates. Certain Securities purchased...

  • Page 71
    ...depending on the liquidity of the relevant market and the size of the position-holding those positions for a period of time; (ii) managing and assuming basis risk (risk associated with imperfect hedging) between customized customer risks and the standardized products available in the market to hedge...

  • Page 72
    INSTITUTIONAL SECURITIES INCOME STATEMENT INFORMATION 2012 2011 2010 (dollars in millions) Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ......

  • Page 73
    ... to the consolidated financial statements for further information related to gains (losses) on derivative instruments. Sales and trading net revenues were as follows: 2012 2011(1) 2010(1) (dollars in millions) Principal transactions-Trading ...Commissions and fees ...Asset management, distribution...

  • Page 74
    ... to the consolidated financial statements. (2) Other sales and trading net revenues include net gains (losses) from certain loans and lending commitments and related hedges associated with the Company's lending activities, net gains (losses) on economic hedges related to the Company's long-term debt...

  • Page 75
    ... or repriced or if the associated acquisition transaction does not occur. During 2011, in accordance with its risk management practices, the Company began accounting for certain new loans and lending commitments as held for investment. Mark-to-market valuations were not recorded for these...

  • Page 76
    ... million associated with Morgan Stanley Huaxin Securities Company Limited (see "Executive Summary-Significant Items-Huaxin Securities Joint Venture" herein for further information). The results in 2011 also included a charge of $59 million due to the bank levy on relevant liabilities and equities on...

  • Page 77
    ... of market activity. Investment banking revenues were also impacted by the contribution in 2010 of the majority of the Company's Japanese investment banking business as a result of a transaction with MUFG (see "Other Matters-Japanese Securities Joint Venture" herein). Equity underwriting revenues...

  • Page 78
    ... instruments. Other. In 2011, other sales and trading net revenues reflected a net loss of $1,327 million compared with a net loss of $441 million in 2010. Results in 2011 included net losses of $631 million associated with loans and lending commitments (mark-to-market valuations and realized losses...

  • Page 79
    ... annual or quarterly consolidated financial statements. Discontinued Operations. On October 24, 2011, the Company announced that it had reached an agreement to sell Saxon, a provider of servicing and subservicing of residential mortgage loans, to Ocwen Financial Corporation. Accordingly, the results...

  • Page 80
    GLOBAL WEALTH MANAGEMENT GROUP INCOME STATEMENT INFORMATION 2012 2011 2010 (dollars in millions) Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...

  • Page 81
    ... 2011. Transactional. Investment Banking. Global Wealth Management Group business segment's investment banking revenues includes revenues from the distribution of equity and fixed income securities, including initial public offerings, secondary offerings, closed-end funds and unit trusts. Investment...

  • Page 82
    ... to Morgan Stanley Wealth Management integration (see "Executive Summary-Significant Items-Wealth Management JV" herein). Professional services expenses decreased 8% in 2012 from 2011, primarily due to lower technology consulting costs. 2011 Compared with 2010. Transactional. Investment Banking...

  • Page 83
    .... The Global Wealth Management Group business segment continues to earn referral fees for deposits placed with Citi affiliated depository institutions, and these fees continue to be recorded in Asset management, distribution and administration fees until the legacy Smith Barney deposits are migrated...

  • Page 84
    ... 2011 from 2010, primarily due to lower infrastructure costs and continued branch consolidation. Discontinued Operations. On April 2, 2012, the Company completed the sale of Quilter, its retail wealth management business in the U.K., resulting in a pre-tax gain of $108 million in 2012 in the Global...

  • Page 85
    ASSET MANAGEMENT INCOME STATEMENT INFORMATION 2012 2011 2010 (dollars in millions) Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...Interest income ...Interest expense ...

  • Page 86
    ... December 31, 2012 2011 2012 2011 2010 (dollars in billions) Assets under management or supervision by asset class: Traditional Asset Management: Equity ...Fixed income ...Liquidity ...Alternatives(1) ...Total Traditional Asset Management ...Real Estate Investing ...Merchant Banking: Private Equity...

  • Page 87
    .... Trading results in 2011 primarily reflected losses related to certain investments associated with the Company's employee deferred compensation and coinvestment plans and certain consolidated real estate funds sponsored by the Company. Principal Transactions-Investments. Real estate and private...

  • Page 88
    ... fund sponsored by the Company. The results in 2012 also included lower revenues associated with the Company's minority investments in Avenue Capital Group ("Avenue"), a New York-based investment manager, and Lansdowne Partners ("Lansdowne"), a London-based investment manager. The results in 2011...

  • Page 89
    ... In the fourth quarter of 2011, the Company classified a real estate property management company as held for sale within the Asset Management business segment. The transaction closed during the first quarter of 2012. The results of this company are reported as discontinued operations for all periods...

  • Page 90
    ... Mortgage and Credit Crisis Related Matters" in Part I, Item 3, herein and Note 13 to the consolidated financial statements for further information. Japanese Securities Joint Venture. On May 1, 2010, the Company and MUFG formed a joint venture in Japan of their respective investment banking...

  • Page 91
    ... the investment banking operations conducted in Japan by its subsidiary MSMS, formerly known as Morgan Stanley Japan Securities Co., Ltd., into MUMSS (MSMS, together with MUMSS, the "Joint Venture"). MSMS has continued its sales and trading and capital markets business conducted in Japan. Following...

  • Page 92
    ...were made to the U.S. Qualified Plan for 2012, 2011 and 2010. See Note 21 to the consolidated financial statements for more information on the Company's defined benefit pension and postretirement plans. American Taxpayer Relief Act. On January 2, 2013, the U.S. President signed into law the American...

  • Page 93
    ... regarding valuation of assets and liabilities measured at fair value in preparing the consolidated financial statements. These assets and liabilities include but are not limited to: • Financial instruments owned and Financial instruments sold, not yet purchased; • Securities available for sale...

  • Page 94
    ...to-book, price-to-earnings and assets under management multiples of certain comparable companies. The Company also utilizes a discounted cash flow methodology for certain reporting units. At December 31, 2012 and December 31, 2011, each of the Company's reporting units with goodwill had a fair value...

  • Page 95
    ... 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 its activities as a global diversified financial services institution. Certain of the actual...

  • Page 96
    ... actual costs of a tax assessment may ultimately be materially different from the recorded accruals and unrecognized tax benefits, if any. See Note 22 to the consolidated financial statements for additional information on our provision for income taxes, related income tax assets and liabilities and...

  • Page 97
    ... Company's Treasury Department, Firm Risk Committee, Asset and Liability Management Committee and other control groups assist in evaluating, monitoring and controlling the impact that the Company's business activities have on its consolidated statements of financial condition, liquidity and capital...

  • Page 98
    ... ...Total financial instruments owned ...Securities available for sale ...Securities received as collateral(2) ...Federal funds sold and securities purchased under agreements to resell(2) ...Securities borrowed(2) ...Receivables: Customers(2) ...Brokers, dealers and clearing organizations ...Fees...

  • Page 99
    ... ...Total financial instruments owned ...Securities available for sale ...Securities received as collateral(2) ...Federal funds sold and securities purchased under agreements to resell(2) ...Securities borrowed(2) ...Receivables: Customers(2) ...Brokers, dealers and clearing organizations ...Fees...

  • Page 100
    ...'s liquidity risk management framework are the CFP, Liquidity Stress Tests and the Global Liquidity Reserve (as defined below), which support the Company's target liquidity profile. Contingency Funding Plan. The Company's CFP describes the data and information flows, limits, targets, operating...

  • Page 101
    ...and reduction in customer short positions that fund long positions; • Limited access to the foreign exchange swap markets; • Return of securities borrowed on an uncollateralized basis; and • Maturity roll-off of outstanding letters of credit with no further issuance. The Liquidity Stress Tests...

  • Page 102
    ... 31, 2012 (dollars in billions) Cash deposits with banks ...Cash deposits with central banks ...Unencumbered highly liquid securities: U.S. government obligations ...U.S. agency and agency mortgage-backed securities ...Non-U.S. sovereign obligations(1) ...Investments in money market funds ...Other...

  • Page 103
    ... conduct asset and liability management and to make adjustments to the Company's interest rate risk profile (see Note 12 to the consolidated financial statements). Short-Term Borrowings. The Company's unsecured short-term borrowings consist of commercial paper, bank loans, bank notes and structured...

  • Page 104
    ... include time deposits, money market deposit accounts, demand deposit accounts, repurchase agreements, federal funds purchased, commercial paper and Federal Home Loan Bank advances. The vast majority of deposits in Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association (the...

  • Page 105
    ...: Short-Term Debt Parent Long-Term Debt Rating Outlook Morgan Stanley Bank, N.A. Short-Term Long-Term Rating Debt Debt Outlook Dominion Bond Rating Service Limited ...R-1 (middle) A (high) Fitch Ratings Ltd...F1 A Moody's Investor Services, Inc.(1) ...P-2 Baa1 Rating and Investment Information, Inc...

  • Page 106
    ...Moody's Investor Services, Inc. ("Moody's") downgraded the ratings of 15 banks on review for downgrade in the context of a broad review of global banks with capital markets operations. The Parent's long- and short-term debt ratings were lowered two notches to Baa1/P-2 from A2/P-1, and Morgan Stanley...

  • Page 107
    ... 31, 2012 and December 31, 2011, respectively, and include only the Company's share of the Wealth Management JV's goodwill and intangible assets (see "Executive Summary-Significant Items-Wealth Management JV" herein for further information). (3) Tangible common equity, a non-GAAP financial measure...

  • Page 108
    ... credit spreads and is included in retained earnings. For a further discussion of fair value, see Note 4 to the consolidated financial statements. At December 31, 2012, the Company was in compliance with Basel I capital requirements with ratios of Tier 1 capital to RWAs of 17.7% and total capital...

  • Page 109
    ... Tier 1 common ratio by approximately $4.2 billion and 132 basis points, respectively, at December 31, 2011. In November 2011 the Federal Reserve issued the final rule regarding capital plans, which requires large bank holding companies such as the Company to submit capital plans on an annual basis...

  • Page 110
    ...in the Dodd-Frank Act. The Company submitted its 2013 capital plan to the Federal Reserve in January 2013. The Dodd-Frank Act also requires national banks and federal savings associations with total consolidated assets of more than $10 billion to conduct an annual stress test. Beginning in 2013, the...

  • Page 111
    ... November 2012, the Financial Stability Board provisionally assigned the Company a capital surcharge of 1.5 percent of common equity Tier 1 capital to RWA on a scale of 1.0 percent to 2.5 percent. The Financial Stability Board stated that it intends to update the GSIB list annually based on new data...

  • Page 112
    ... capital and average common equity for 2012 and 2011: 2012 Average Tier 1 Common Capital 2011 Average Average Common Tier 1 Common Equity Capital (dollars in billions) Average Common Equity Institutional Securities ...Global Wealth Management Group ...Asset Management ...Parent capital ...Total...

  • Page 113
    ...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. The Company may retain interests in the securitized financial assets...

  • Page 114
    ... $4 million are reflected as a reduction of the carrying value of the related fund investments, which are reflected in Financial instruments owned-Investments on the consolidated statements of financial condition. In the ordinary course of business, the Company guarantees the debt and/or certain...

  • Page 115
    ...as held for sale at December 31, 2012. The remainder of these lending commitments is carried at fair value. (2) These commitments are recorded at fair value within Financial instruments owned and Financial instruments sold, not yet purchased in the consolidated statements of financial condition (see...

  • Page 116
    ... 31, 2012 2013 Payments Due in: 2014-2015 2016-2017 Thereafter (dollars in millions) Total Long-term borrowings(1) ...Other secured financings(1) ...Contractual interest payments(2) ...Time deposits(3) ...Operating leases-office facilities(4) ...Operating leases-equipment(4) ...Purchase obligations...

  • Page 117
    ... (including the Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Chief Legal Officer and Chief Compliance Officer); the Internal Audit Department and risk managers, committees, and groups within and across the Company's business segments. A risk governance structure composed of...

  • Page 118
    ... groups to review the risk monitoring and risk management policies and procedures relating to, among other things, controls over financial reporting and disclosure; the business segment's market, credit and operational risk profile; sales practices; reputation; legal enforceability; compliance...

  • Page 119
    ...the Company incurs trading-related market risk within the Global Wealth Management Group business segment. The Asset Management business segment incurs principally Non-trading market risk primarily from capital investments in real estate funds and investments in private equity vehicles. Sound market...

  • Page 120
    ... rates, equity prices, foreign exchange rates and commodity prices-and the associated implied volatilities and spreads-related to the global markets in which it conducts its trading activities. The Company is exposed to interest rate and credit spread risk as a result of its market-making activities...

  • Page 121
    ... on volatility adjusted historical simulation for general market risk factors and Monte Carlo simulation for name-specific risk in corporate shares, bonds, loans and related derivatives. The model constructs a distribution of hypothetical daily changes in the value of trading portfolios based on...

  • Page 122
    ... Market Risk Category 95%/One-Day VaR for 2012 95%/One-Day VaR for 2011 Period Period End Average High Low End Average High Low (dollars in millions) Interest rate and credit spread ...Equity price ...Foreign exchange rate ...Commodity price ...Less: Diversification benefit(1)(2) ...Primary Risk...

  • Page 123
    ... Market Risk Category 95%/One-Day VaR for 2011 95%/One-Day VaR for 2012 Period Period End Average High Low End Average High Low (dollars in millions) Interest rate and credit spread ...Equity price ...Foreign exchange rate ...Commodity price ...Less: Diversification benefit(1)(2) ...Primary Risk...

  • Page 124
    ...Day 99% Average One-Day VaR for 2012 VaR for 2012 (dollars in millions) Interest rate and credit spread ...Equity price ...Foreign exchange rate ...Commodity price ...Less: Diversification benefit(1) ...Primary Risk Categories ...Credit Portfolio ...Less: Diversification benefit(1) ...Total Trading...

  • Page 125
    ... Company's daily 95%/one-day Primary Risk Categories VaR for 2012, which was in a range between $55 million and $70 million for approximately 72% of the trading days during the year. Year Ended December 31, 2012 Daily 95% / One-day Primary Risk Categories VaR (dollars in millions) 69 58 61 Number...

  • Page 126
    ... associated with the Company's own credit risk. During 2012, the Company's businesses that comprise the Primary Risk Categories experienced net trading losses on 39 days, of which no day was in excess of the 95%/one-day Primary Risk Categories VaR. Year Ended December 31, 2012 Daily Net Trading...

  • Page 127
    ...Risk Categories and the Credit Portfolio, for 2012 was $73 million. The histogram below presents the distribution of the Company's daily 95%/one-day Total Trading VaR for 2012, which was in a range between $60 million and $80 million for approximately 75% of trading days during the year. Year Ended...

  • Page 128
    ...exposure is managed separately from VaR. The credit spread risk sensitivity of this exposure corresponds to an increase in value of approximately $6 million for each 1 basis point widening in the Company's credit spread level for both December 31, 2012 and December 31, 2011. Funding Liabilities. The...

  • Page 129
    ... values. Investments 10% Sensitivity December 31, 2012 December 31, 2011 (dollars in millions) Investments related to Asset Management activities: Hedge fund investments ...Private equity and infrastructure funds ...Real estate funds ...Other investments: Mitsubishi UFJ Morgan Stanley Securities...

  • Page 130
    ... Company enters into OTC derivative hedges to manage currency, interest rate and other market risks associated with capital investments made to facilitate new fund launches. Monitoring and Control. In order to protect the Company from losses, the Credit Risk Management Department establishes company...

  • Page 131
    ...the assessment of financial statements, leverage, liquidity, capital strength, asset composition and quality, market capitalization and access to capital markets, cash flow projections and debt service requirements, and the adequacy of collateral, if applicable. The Credit Risk Management Department...

  • Page 132
    ... statements of financial condition at December 31, 2012. See Notes 4 and 8 to the consolidated financial statements for further information. Institutional Securities Corporate Lending(1) Global Institutional Wealth Securities Management Other(2) Group(3) (dollars in millions) Total Commercial...

  • Page 133
    ... by the Credit Risk Management Department. (2) Total corporate lending exposure represents the Company's potential loss assuming the market price of funded loans and lending commitments was zero. At December 31, 2012 and December 31, 2011, the aggregate amount of investment grade funded loans was...

  • Page 134
    .... The principal Global Wealth Management Group activities that result in credit risk to the Company include purpose and non-purpose securities-based lending, structured credit facilities and residential mortgage lending. Margin or purpose lending allows clients to borrow money against the value of...

  • Page 135
    ... terminated employees, which is recorded in Compensation and benefits expense. At December 31, 2012, approximately 99% of the Global Wealth Management Group business segment's loans held for investment portfolio were current. Credit Exposure-Derivatives. The Company incurs credit risk as a dealer...

  • Page 136
    ... secured lines of revolving credit. Credit risk with respect to these loans and lending commitments arises from the failure of a borrower to perform according to the terms of the loan agreement or a decline in the underlying collateral value. See Note 7 to the consolidated financial statements for...

  • Page 137
    ... and finance company subsidiaries of corporations. Indirect exposures identified through the credit evaluation process may result in a reclassification of country risk. The Company conducts periodic stress testing that seeks to measure the impact on the Company's credit and market exposures of...

  • Page 138
    ... of the Company's hedges, see "Credit Exposure-Derivatives" herein. (2) Net counterparty exposure (i.e., repurchase transactions, securities lending and OTC derivatives) takes into consideration legally enforceable master netting agreements and collateral. (3) At December 31, 2012, the benefit of...

  • Page 139
    ... zero recovery adjusted for any fair value receivable or payable). As a market maker, the Company transacts in these CDS positions to facilitate client trading. At December 31, 2012, net exposures related to purchased and sold single-name and index credit derivatives for the European Peripherals and...

  • Page 140
    ...tables show the Company's credit exposure from its primary corporate loans and lending commitments and OTC derivative products by industry at December 31, 2012: Industry Corporate Lending Exposure (dollars in millions) Energy ...Utilities ...Funds, exchanges and other financial services(1) ...Media...

  • Page 141
    ... risk committees and senior management. In the event of a merger; joint venture; divestiture; reorganization; or creation of a new legal entity, a new product or a business activity, operational risks are considered, and any necessary changes in processes or controls are implemented. Enterprise...

  • Page 142
    ... procedures addressing issues such as regulatory capital requirements, sales and trading practices, new products, information barriers, potential conflicts of interest, structured transactions, use and safekeeping of customer funds and securities, lending and credit granting, anti-money laundering...

  • Page 143
    ... in total equity for the years ended December 31, 2012, 2011 and 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in...

  • Page 144
    ...Federal funds sold and securities purchased under agreements to resell (includes $621 and $112 at fair value at December 31, 2012 and December 31, 2011, respectively) ...Securities borrowed ...Receivables: Customers ...Brokers, dealers and clearing organizations ...Fees, interest and other ...Loans...

  • Page 145
    ...earnings ...Employee stock trust ...Accumulated other comprehensive loss ...Common stock held in treasury, at cost, $0.01 par value; 64,851,856 shares at December 31, 2012 and 62,391,041 shares at December 31, 2011 ...Common stock issued to employee trust ...Total Morgan Stanley shareholders' equity...

  • Page 146
    MORGAN STANLEY Consolidated Statements of Income (dollars in millions, except share and per share data) 2012 Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total non-interest...

  • Page 147
    MORGAN STANLEY Consolidated Statements of Comprehensive Income (dollars in millions) 2012 2011 2010 Net income ...Other comprehensive income (loss), net of tax: Foreign currency translation adjustments(1) ...Amortization of cash flow hedges(2) ...Net unrealized gains on Securities available for ...

  • Page 148
    ... for: Long-term borrowings ...Redemption of junior subordinated debentures related to China Investment Corporation Limited ...Repurchases of common stock for employee tax withholding ...Purchase of additional stake in the Wealth Management Joint Venture from Citi ...Cash dividends ...Net cash...

  • Page 149
    ...Stock Comprehensive Treasury Employee controlling Total Stock Capital Earnings Trust Income (Loss) at Cost Trust Interests Equity Stock BALANCE AT DECEMBER 31, 2009 ...$ 9,597 Net income applicable to Morgan Stanley ...- Net income applicable to nonredeemable noncontrolling interests ...- Dividends...

  • Page 150
    ... Stock Comprehensive Treasury Employee controlling Total Stock Stock Capital Earnings Trust Income (Loss) at Cost Trust Interests Equity BALANCE AT DECEMBER 31, 2011 ...$1,508 Net income applicable to Morgan Stanley ...- Net income applicable to nonredeemable noncontrolling interests ...- Dividends...

  • Page 151
    ... sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; and investment activities. Global Wealth Management Group, which includes the Company's 65% interest in Morgan Stanley Smith Barney Holdings...

  • Page 152
    ...570 million was recorded in 2012, 2011 and 2010, respectively. The remaining gain, representing tax basis benefits, was recorded in the quarter ended December 31, 2009. The results of Retail Asset Management are reported as discontinued operations within the Asset Management business segment for all...

  • Page 153
    ... Morgan Stanley MUFG Securities Co., Ltd. ("MSMS"), Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association. Income Statement Presentation. The Company, through its subsidiaries and affiliates, provides a wide variety of products and services to a large and diversified group...

  • Page 154
    ... and Administration Fees. Asset management, distribution and administration fees are recognized over the relevant contract period. Sales commissions paid by the Company in connection with the sale of certain classes of shares of its open-end mutual fund products are accounted for as deferred...

  • Page 155
    ... a new basis of accounting for that instrument. The Company applies the fair value option for eligible instruments, including certain securities purchased under agreements to resell, certain loans and lending commitments, certain equity method investments, certain securities sold under agreements to...

  • Page 156
    ... valuation adjustments to its short-term and long-term borrowings (primarily structured notes) for which the fair value option was elected and to OTC derivatives. The Company considers the impact of changes in its own credit spreads based upon observations of the Company's secondary bond market...

  • Page 157
    ... value hierarchy, unless otherwise noted. These control processes include: Model Review. VRG, in conjunction with the Market Risk Department ("MRD") and, where appropriate, the Credit Risk Management Department, both of which report to the Chief Risk Officer, independently review valuation models...

  • Page 158
    ...to the fair value generated by the business units are presented to management of the Company's three business segments (i.e., Institutional Securities, Global Wealth Management Group and Asset Management), the CFO and the Chief Risk Officer on a regular basis. Review of New Level 3 Transactions. VRG...

  • Page 159
    ... to certain loans had been reported as cash flows from operating activities that should have been presented as investing activities. The Company corrected the previously presented cash flows for these loans and in doing so, the consolidated statements of cash flows for 2011 and 2010 were adjusted...

  • Page 160
    ... number of common shares outstanding for the period. Income available to Morgan Stanley common shareholders represents net income applicable to Morgan Stanley reduced by preferred stock dividends and allocations of earnings to participating securities. Common shares outstanding include common stock...

  • Page 161
    ...number of shares (if any) that would be issuable if the end of the reporting period were the end of the contingency period. Long-Term Incentive Compensation. Stock-Based Compensation. The Company accounts for stock-based compensation in accordance with the accounting guidance for equity-based awards...

  • Page 162
    ...and reviewed for impairment. Impairment losses are recorded within Other expenses in the consolidated statements of income. During the quarter ended September 30, 2012, the Company changed the brand name of the U.S. Wealth Management business from Morgan Stanley Smith Barney to Morgan Stanley Wealth...

  • Page 163
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Barney tradename will continue to be legally protected by the Company and will continue to be used as stipulated by our regulators as the legal entity name for the Company's retail broker-dealer, Morgan Stanley Smith Barney LLC. ...

  • Page 164
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Loans Held for Investment Loans held for investment are reported as outstanding principal adjusted for any charge-offs, the allowance for loan losses, any deferred fees or costs for originated loans, and any unamortized premiums ...

  • Page 165
    ... features are presented as Nonredeemable noncontrolling interests, a component of total equity, in the consolidated statements of financial condition. Accounting Developments. Reconsideration of Effective Control for Repurchase Agreements. In April 2011, the Financial Accounting Standards Board (the...

  • Page 166
    ... impact on the Company's consolidated financial statements. 3. Wealth Management Joint Venture. On May 31, 2009, the Company and Citi consummated the combination of the Company's Global Wealth Management Group and the businesses of Citi's Smith Barney in the U.S., Quilter Holdings Ltd. (see Note...

  • Page 167
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Financial Instruments Owned and Financial Instruments Sold, Not Yet Purchased. U.S. Government and Agency Securities. • U.S. Treasury Securities. U.S. Treasury securities are valued using quoted market prices. Valuation ...

  • Page 168
    ... forecasted credit losses, prepayment rates, forward yield curves and discount rates commensurate with the risks involved or a methodology that utilizes the capital structure and credit spreads of recent comparable securitization transactions. Mortgage loans valued based on observable market data...

  • Page 169
    ... loans. MARS are municipal bonds often wrapped by municipal bond insurance. ARS were historically traded and valued as floating rate notes, priced at par due to the auction mechanism. Beginning in fiscal 2008, uncertainties in the credit markets have resulted in auctions failing for certain types...

  • Page 170
    ...2010, the Company began using the overnight indexed swap ("OIS") curve as an input to value its collateralized interest rate derivative contracts. During the fourth quarter of 2011, the Company recognized a pre-tax loss of approximately $108 million in Principal transactions-Trading upon application...

  • Page 171
    ... loan asset-backed securities, corporate bonds and equity securities. Actively traded U.S. Treasury securities, non-callable agency-issued debt securities and equity securities are generally categorized in Level 1 of the fair value hierarchy. Callable agency-issued debt securities, agency mortgage...

  • Page 172
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Commercial Paper and Other Short-Term Borrowings/Long-Term Borrowings. • Structured Notes. The Company issues structured notes that have coupon or repayment terms linked to the performance of debt or equity securities, indices, ...

  • Page 173
    ... ...Commercial mortgage-backed securities ...Asset-backed securities ...Corporate bonds ...Collateralized debt obligations ...Loans and lending commitments ...Other debt ...Total corporate and other debt ...Corporate equities(1) ...Derivative and other contracts: Interest rate contracts ...Credit...

  • Page 174
    ... for sale ...Securities received as collateral ...Federal funds sold and securities purchased under agreements to resell ...Intangible assets(3) ...Total assets measured at fair value ...Liabilities at Fair Value Deposits ...Commercial paper and other short-term borrowings ...Financial instruments...

  • Page 175
    ... ...Commercial mortgage-backed securities ...Asset-backed securities ...Corporate bonds ...Collateralized debt obligations ...Loans and lending commitments ...Other debt ...Total corporate and other debt ...Corporate equities(1) ...Derivative and other contracts: Interest rate contracts ...Credit...

  • Page 176
    ... for sale ...Securities received as collateral ...Federal funds sold and securities purchased under agreements to resell ...Intangible assets(3) ...Total assets measured at fair value ...Liabilities at Fair Value Deposits ...Commercial paper and other short-term borrowings ...Financial instruments...

  • Page 177
    ...agreements to repurchase . . Other secured financings ...Long-term borrowings ...Total liabilities measured at fair value ... - - 10 $76,234 8 14,024 38,050 $156,460 340 570 1,603 $11,154 - - - $(54,262) 348 14,594 39,663 $189,586 (1) The Company holds or sells short for trading purposes equity...

  • Page 178
    ... (Losses)(1) Purchases Sales Issuances Settlements Net Transfers 2012 2012(2) 2011 (dollars in millions) Assets at Fair Value Financial instruments owned: U.S. agency securities ...Other sovereign government obligations ...Corporate and other debt: Residential mortgagebacked securities ...Commercial...

  • Page 179
    ...corporate loans and were generally due to a reduction in market price quotations for these or comparable instruments, or a lack of available broker quotes, such that unobservable inputs had to be utilized for the fair value measurement of these instruments. Financial instruments owned-Net derivative...

  • Page 180
    ...)(1) Purchases Sales Issuances Settlements Net Transfers 2011 2011(2) (dollars in millions) Assets at Fair Value Financial instruments owned: U.S. agency securities ...Other sovereign government obligations ...Corporate and other debt: State and municipal securities ...Residential mortgage-backed...

  • Page 181
    ...corporate loans and were generally due to a reduction in market price quotations for these or comparable instruments, or a lack of available broker quotes, such that unobservable inputs had to be utilized for the fair value measurement of these instruments. Financial instruments owned-Net derivative...

  • Page 182
    ...)(1) Purchases, Sales, Other Settlements and Issuances, net Net Transfers Ending Balance at December 31, 2010 (dollars in millions) Assets at Fair Value Financial instruments owned: U.S. agency securities ...Other sovereign government obligations ...Corporate and other debt: State and municipal...

  • Page 183
    ...corporate loans and were generally due to a reduction in market price quotations for these or comparable instruments, or a lack of available broker quotes, such that unobservable inputs had to be utilized for the fair value measurement of these instruments. Financial instruments owned-Net derivative...

  • Page 184
    ... 31, 2012 (dollars in millions) Valuation Technique(s) Significant Unobservable Input(s) / Sensitivity of the Fair Value to Changes in the Unobservable Inputs Range(1) Weighted Average Assets Financial instruments owned: Corporate and other debt: Commercial mortgage-backed securities Asset...

  • Page 185
    ... Liabilities Financial instruments sold, not yet purchased: Corporate and other debt: Corporate bonds Securities sold under agreements to repurchase Other secured financings Long-term borrowings $ 177 151 406 2,789 Comparable pricing Comparable bond price / (A) Discounted cash flow Funding spread...

  • Page 186
    ... trading market convention for the financial instruments in question. Price-to-price comparisons are primarily employed for CMBS, CDO, mortgage loans and distressed corporate bonds. Implied yield (or spread over a liquid benchmark) is utilized predominately for non-distressed corporate bonds, loans...

  • Page 187
    ... equity investors, respectively. • Capitalization rate - the ratio between net operating income produced by an asset and its market value at the projected disposition date. • Funding spread - the difference between the general collateral rate (which refers to the rate applicable to a broad class...

  • Page 188
    ... 31, 2011 At December 31, 2012 Fair Unfunded Fair Unfunded Value Commitment Value Commitment (dollars in millions) Private equity funds ...Real estate funds ...Hedge funds(1): Long-short equity hedge funds ...Fixed income/credit-related hedge funds ...Event-driven hedge funds ...Multi-strategy...

  • Page 189
    ... the sale of stock in its acquirer, with the expectation to profit from the spread between the current market price and the ultimate purchase price of the target company. At December 31, 2012, there were no restrictions on redemptions. • Multi-strategy Hedge Funds. Amount includes investments in...

  • Page 190
    ... fair value option election for 2012, 2011 and 2010, respectively: Principal Interest Gains (Losses) TransactionsIncome Included in Trading (Expense) Net Revenues (dollars in millions) Year Ended December 31, 2012 Federal funds sold and securities purchased under agreements to resell . . Deposits...

  • Page 191
    ... Company's short-term and long-term borrowings (primarily structured notes), loans and unfunded lending commitments for which the fair value option was elected. Gains (Losses) due to Changes in Instrument-Specific Credit Risk. 2012 2011 2010 (dollars in millions) Short-term and long-term borrowings...

  • Page 192
    ... consolidated statements of financial condition, the fair value hierarchy for those assets measured at fair value on a non-recurring basis for which the Company recognized a non-recurring fair value adjustment for 2012, 2011 and 2010, respectively. 2012. Fair Value Measurements Using: Quoted Prices...

  • Page 193
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 2011. Fair Value Measurements Using: Quoted Prices in Significant Total Carrying Value Active Markets for Significant Unobservable Gains At December 31, Identical Assets Observable Inputs Inputs (Losses) for 2011 (Level 1) (Level ...

  • Page 194
    ... such as the value of the long-term relationships with our deposit customers. The carrying value of cash and cash equivalents, including Interest bearing deposits with banks, and other shortterm financial instruments such as Federal funds sold and securities purchased under agreements to resell...

  • Page 195
    ... ...Federal funds sold and securities purchased under agreements to resell ...Securities borrowed ...Receivables(1): Customers ...Brokers, dealers and clearing organizations ...Fees, interest and other ...Loans(2) ...Financial Liabilities: Deposits ...Commercial paper and other short-term borrowings...

  • Page 196
    ... (dollars in millions) Fair Value Debt securities available for sale: U.S. government and agency securities: U.S. Treasury securities ...$14,351 U.S. agency securities ...15,330 Total U.S. government and agency securities ...Corporate and other debt: Commercial mortgage-backed securities: Agency...

  • Page 197
    ... Value Losses Fair Value Losses (dollars in millions) At December 31, 2012 Debt securities available for sale: U.S. government and agency securities: U.S. Treasury securities ...U.S. agency securities ...Total U.S. government and agency securities ...Corporate and other debt: Commercial mortgage...

  • Page 198
    ...for sale by contractual maturity dates at December 31, 2012. At December 31, 2012 Annualized Amortized Cost Fair Value Average Yield (dollars in millions) U.S. government and agency securities: U.S. Treasury securities: Due within 1 year ...After 1 year but through 5 years ...After 5 years ...Total...

  • Page 199
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents information pertaining to sales of securities available for sale during 2012, 2011 and 2010: 2012 2011 2010 (dollars in millions) Gross realized gains ...Gross realized losses ...Proceeds of sales of ...

  • Page 200
    ...collateral were as follows: At At December 31, December 31, 2011 2012 (dollars in millions) Financial instruments owned: U.S. government and agency securities ...Other sovereign government obligations ...Corporate and other debt ...Corporate equities ...Total ... $15,273 3,278 11,980 26,377 $56,908...

  • Page 201
    ... CONSOLIDATED FINANCIAL STATEMENTS-(Continued) risk as compared with more traditional types of mortgages. Such terms and features may include loans made to borrowers subject to payment increases or loans with high loan-to-value ratios. At December 31, 2012 and December 31, 2011, cash and securities...

  • Page 202
    ... VIEs included in managed real estate partnerships, the Company accounts for the assets held by the entities primarily in Financial instruments owned-Investments in the consolidated statements of financial condition. Except for consolidated VIEs included in other structured financings, the assets...

  • Page 203
    ... In general, the Company's exposure to loss in consolidated VIEs is limited to losses that would be absorbed on the VIE's assets recognized in its financial statements, net of losses absorbed by third-party holders of the VIE's liabilities. At December 31, 2012 and December 31, 2011, managed real...

  • Page 204
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) involvement generally is the result of the Company's secondary market-making activities and securities held in its available for sale portfolio (see Note 5): At December 31, 2012 Municipal Mortgage and Collateralized Tender Other ...

  • Page 205
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) At December 31, 2011 Municipal Mortgage and Collateralized Tender Other Asset-Backed Debt Option Structured Securitizations Obligations Bonds Financings (dollars in millions) Other VIE assets that the Company does not ...

  • Page 206
    ... include securitizations, municipal tender option bond trusts, credit protection purchased through CLNs, other structured financings, collateralized loan and debt obligations, equity-linked notes, managed real estate partnerships and asset management investment funds. The Company's continuing...

  • Page 207
    ... option bond trusts in which it holds the residual interest. No such trusts were consolidated at either December 31, 2012 or December 31, 2011. Credit Protection Purchased through CLNs. In a CLN transaction, the Company transfers assets (generally high-quality securities or money market investments...

  • Page 208
    ... has provided financial support through lending facilities and other means. The Company also serves as the general partner for these funds and owns limited partnership interests in them. These funds were consolidated at December 31, 2012 and December 31, 2011. Asset Management Investment Funds. The...

  • Page 209
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Level 1 At December 31, 2012 Level 2 Level 3 (dollars in millions) Total Retained interests (fair value): Investment grade ...Non-investment grade ...Total retained interests (fair value) ...Interests purchased in the secondary ...

  • Page 210
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Level 1 At December 31, 2011 Level 2 Level 3 (dollars in millions) Total Retained interests (fair value): Investment grade ...Non-investment grade ...Total retained interests (fair value) ...Interests purchased in the secondary ...

  • Page 211
    ... from transfers of financial assets treated by the Company as secured financings: At December 31, 2012 At December 31, 2011 Carrying Value of Carrying Value of Assets Liabilities Assets Liabilities (dollars in millions) Commercial mortgage loans ...Credit-linked notes ...Equity-linked transactions...

  • Page 212
    ...securities, or restricted stock). • Real Estate-Residential. Residential real estate loans include home equity lines of credit and nonconforming loans. The allowance methodology for nonconforming residential mortgage loans considers several factors, including but not limited to loan-to-value ratio...

  • Page 213
    ... annually thereafter for consumer and industrial loans. For corporate and commercial loans, credit evaluations typically involve the evaluation of financial statements, assessment of leverage, liquidity, capital strength, asset composition and quality, market capitalization and access to capital...

  • Page 214
    ...Global Wealth Management Group business segment to retain and recruit certain employees. These loans are recorded in Receivables-Fees, interest and other in the consolidated statements of financial condition. These loans are full recourse, generally require periodic payments and have repayment terms...

  • Page 215
    ... incorporate price-to-book and price-to-earnings multiples of certain comparable companies. The Company also utilizes a discounted cash flow methodology for certain reporting units. The Company completed its annual goodwill impairment testing at July 1, 2012 and July 1, 2011. The Company's testing...

  • Page 216
    ... CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Goodwill. Changes in the carrying amount of the Company's goodwill, net of accumulated impairment losses for 2012 and 2011, were as follows: Global Wealth Management Asset Group Management (dollars in millions) Institutional Securities Total Goodwill...

  • Page 217
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Net Intangible Assets. Changes in the carrying amount of the Company's intangible assets for 2012 and 2011 were as follows: Global Wealth Management Asset Group Management (dollars in millions) Institutional Securities Total ...

  • Page 218
    ... 31, December 31, 2012(1) 2011(1) (dollars in millions) Savings and demand deposits(2) ...Time deposits(3) ...Total ... $80,058 3,208 $83,266 $63,029 2,633 $65,662 (1) Total deposits subject to Federal Deposit Insurance Corporation (the "FDIC") at December 31, 2012 and December 31, 2011 were $62...

  • Page 219
    ...2012 is driven primarily by commercial paper issued in a foreign country in which typical funding rates are significantly higher than in the U.S. (4) These borrowings included bank loans, bank notes and structured notes with original maturities of 12 months or less. (5) Certain structured short-term...

  • Page 220
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (5) Amounts include long-term borrowings issued under the Temporary Liquidity Guarantee Program ("TLGP"). (6) Weighted average coupon was calculated utilizing U.S. and non-U.S. dollar interest rates and excludes financial ...

  • Page 221
    ... commercial and residential mortgage whole loan, derivative contracts, warehouse lending, emerging market loan, structured product, corporate loan, investment banking and prime brokerage businesses. FDIC's Temporary Liquidity Guarantee Program. At December 31, 2011, the Company had long-term...

  • Page 222
    ... secured financings that are linked to non-interest indices. Maturities and Terms: Failed sales consisted of the following: At At December 31, December 31, 2012 2011 (dollars in millions) Due in 2012 ...Due in 2013 ...Due in 2014 ...Due in 2015 ...Due in 2016 ...Due in 2017 ...Thereafter ...Total...

  • Page 223
    ... purchase or sale of positions in related securities and financial instruments, including a variety of derivative products (e.g., futures, forwards, swaps and options). The Company manages the market risk associated with its trading activities on a Company-wide basis, on a worldwide trading division...

  • Page 224
    ... the Company's OTC derivative products. Amounts include centrally cleared derivatives. The table does not include listed derivatives and the effect of any related hedges utilized by the Company. (2) Obligor credit ratings are determined by the Company's Credit Risk Management Department. (3) Amounts...

  • Page 225
    ...that it did not have a material impact on any prior annual or quarterly consolidated financial statements. Subsequent to the identification of the incorrect application of net investment hedge accounting, the Company has appropriately redesignated the forward foreign exchange contracts and reapplied...

  • Page 226
    ... TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following tables summarize the fair value of derivative instruments designated as accounting hedges and the fair value of derivative instruments not designated as accounting hedges by type of derivative contract on a gross basis. Fair values of...

  • Page 227
    ...as the hedge ineffectiveness included in Interest expense in the consolidated statements of income from interest rate contracts: Product Type Gains (Losses) Recognized 2012 2011 2010 (dollars in millions) Derivatives ...Borrowings ...Total ... $ 29 703 $732 $ 3,415 $1,257 (2,549) (604) $ 866 $ 653...

  • Page 228
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Derivatives Designated as Net Investment Hedges. Gains (Losses) Recognized in OCI (effective portion) 2012(1) 2011 2010 (dollars in millions) Product Type Foreign exchange contracts(2) ...Total ... $102 $102 $180 $180 $(285) ...

  • Page 229
    ... value of OTC derivative contracts that contain credit-risk-related contingent features that are in a net liability position totaled $31,096 million, for which the Company has posted collateral of $28,008 million, in the normal course of business. The long-term credit ratings on the Company by Moody...

  • Page 230
    ... 31, 2012: Protection Sold Maximum Potential Payout/Notional Years to Maturity 1-3 3-5 Over 5 (dollars in millions) Credit Ratings of the Reference Obligation Less than 1 Total Fair Value (Asset)/ Liability(1)(2) Single name credit default swaps: AAA ...AA ...A ...BBB ...Non-investment grade...

  • Page 231
    ... swaps and other credit contracts at December 31, 2011: Protection Sold Maximum Potential Payout/Notional Years to Maturity 1-3 3-5 Over 5 (dollars in millions) Credit Ratings of the Reference Obligation Less than 1 Total Fair Value (Asset)/ Liability(1)(2) Single name credit default swaps: AAA...

  • Page 232
    ... Company manages its exposure to these derivative contracts through a variety of risk mitigation strategies, which include managing the credit and correlation risk across single name, nontranched indices and baskets, tranched indices and baskets, and cash positions. Aggregate market risk limits have...

  • Page 233
    ... not yet purchased in the consolidated statements of financial condition (see Note 4). (3) The Company enters into forward starting reverse repurchase and securities borrowing agreements (agreements that have a trade date at or prior to December 31, 2012 and settle subsequent to period-end) that are...

  • Page 234
    ...residential home equity lines of credit. In addition, the Company enters into commitments to originate commercial and residential mortgage loans. Underwriting Commitments. The Company provides underwriting commitments in connection with its capital raising sources to a diverse group of corporate and...

  • Page 235
    ... lease agreements, in addition to base rentals, generally provide for rent and operating expense escalations resulting from increased assessments for real estate taxes and other charges. Total rent expense, net of sublease rental income, was $765 million, $781 million, and $788 million in 2012, 2011...

  • Page 236
    ... reduction of the carrying value of the related fund investments, which are reflected in Financial instruments owned-Investments on the consolidated statement of financial condition. The Company has obligations under certain guarantee arrangements, including contracts and indemnification agreements...

  • Page 237
    ... as well as make-whole or recourse provisions with the trust sponsors. Primarily all of the underlying assets in the SPEs are investment grade. Liquidity facilities provided to municipal tender option bond trusts are classified as derivatives. Whole Loan Sale Guarantees. The Company has provided, or...

  • Page 238
    ... U.S. and non-U.S. commercial mortgage loans, respectively, that were placed into CMBS sponsored by the Company that are outstanding at December 31, 2012. At December 31, 2012, the Company had not accrued any amounts in the consolidated financial statements for payments owed as a result of breach of...

  • Page 239
    ...'s consolidated financial statements. 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 its activities as a global...

  • Page 240
    ... Company and two ratings agencies were named as defendants in a purported class action related to securities issued by a structured investment vehicle called Cheyne Finance PLC and Cheyne Finance LLC (together, the "Cheyne SIV"). The case is styled Abu Dhabi Commercial Bank, et al. v. Morgan Stanley...

  • Page 241
    ... San Francisco v. Credit Suisse Securities (USA) LLC, et al., and Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al., respectively. Amended complaints filed on June 10, 2010 allege that defendants made untrue statements and material omissions in connection with the sale...

  • Page 242
    ... Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended complaint was filed on April 2, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass through certificates backed by securitization trusts...

  • Page 243
    ... and standards for Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association. The Company calculates its capital ratios and risk-weighted assets ("RWAs") in accordance with the capital adequacy standards for financial holding companies adopted by the Federal Reserve. These...

  • Page 244
    ... Citi's share of the Wealth Management JV's goodwill and intangibles). The Company's conformance to the Federal Reserve's definition under the final rule reduced its Tier 1 common capital and Tier 1 common ratio by approximately $4.2 billion and 132 basis points, respectively, at December 31, 2011...

  • Page 245
    ..., 2012 December 31, 2011 Amount Ratio Amount Ratio (dollars in millions) Total capital (to RWAs): Morgan Stanley Bank, N.A...Morgan Stanley Private Bank, National Association ...Tier I capital (to RWAs): Morgan Stanley Bank, N.A...Morgan Stanley Private Bank, National Association ...Leverage ratio...

  • Page 246
    ... local capital adequacy requirements. Morgan Stanley Derivative Products Inc. ("MSDP"), a derivative products subsidiary rated A2 by Moody's and AAA by S&P, maintains certain operating restrictions that have been reviewed by Moody's and S&P. MSDP is operated such that creditors of the Company should...

  • Page 247
    ... pursuant to the fair value option accounting guidance. The trust common securities, which were held by the Company, represented an interest in the Trusts and were recorded as an equity method investment in the Company's consolidated statement of financial condition. The Trusts were VIEs in...

  • Page 248
    ... generally accounted for in a manner similar to treasury stock. Preferred Stock. The Company's preferred stock outstanding consisted of the following: Shares Outstanding at December 31, 2012 Carrying Value At At December 31, December 31, 2012 2011 (dollars in millions) Series Dividend Rate (Annual...

  • Page 249
    ... 15, 2011 at a redemption price of $1,100 per share. Dividends on the Series C Preferred Stock are payable, on a noncumulative basis, as and if declared by the Board of Directors of the Company, in cash, at the rate of 10% per annum of the liquidation preference of $1,000 per share. In December 2012...

  • Page 250
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Accumulated Other Comprehensive Loss. At December 31, 2012 and 2011, the components of the Company's Accumulated other comprehensive loss are as follows: At At December 31, December 31, 2011 2012 (dollars in millions) Foreign ...

  • Page 251
    ...interests in 2010, primarily resulted from distributions related to the Wealth Management JV of $306 million. 16. Earnings per Common Share. Basic EPS is computed by dividing earnings (loss) applicable to Morgan Stanley common shareholders by the weighted average number of common shares outstanding...

  • Page 252
    ... STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 2012 2011 2010 Diluted EPS: Earnings (loss) applicable to Morgan Stanley common shareholders ...Impact on income of assumed conversions: Assumed conversion of Equity Units(1): From continuing operations ...From discontinued operations...

  • Page 253
    ...: 2012 2011 2010 (dollars in millions) Interest income(1): Financial instruments owned(2) ...$2,736 $3,593 $3,931 Securities available for sale ...343 348 215 Loans ...643 356 315 Interest bearing deposits with banks ...124 186 155 Federal funds sold and securities purchased under agreements to...

  • Page 254
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 19. Other Revenues. 2012 2011 2010 (dollars in millions) Details of Other revenues were as follows: Gain on China International Capital Corporation Limited (see Note 24 668 Gain on sale of Invesco shares (see Note 1) ...- - 102...

  • Page 255
    ... weighted average remaining term until delivery for the Company's outstanding RSUs was approximately 1.5 years. At December 31, 2012, the intrinsic value of outstanding RSUs was $2,304 million. The total fair market value of RSUs converted to common stock during 2012, 2011 and 2010 was $660 million...

  • Page 256
    ... fair value of the Company's options granted during 2011 was $8.24, utilizing the following weighted average assumptions: Grant Year Risk-Free Interest Rate Expected Life Expected Stock Price Volatility Expected Dividend Yield 2011 ...No options were granted during 2012 or 2010. 2.1% 5.0 years...

  • Page 257
    ... associated with specified legal settlements related to business activities conducted prior to January 1, 2011 and specified cumulative catch-up adjustments resulting from changes in accounting principles that are not applied on a full retrospective basis. The number of PSUs ultimately earned for...

  • Page 258
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) One-half of the award will be earned based on the Company's total shareholder return ("TSR"), relative to the S&P Financial Sectors Index (for the 2012 award) and to members of a comparison peer group (for the 2011 and 2010 awards...

  • Page 259
    ... under the Supplemental Plans are accrued by the Company and are funded when paid to the beneficiaries. The Company's U.S. Qualified Plan was closed to new hires effective July 1, 2007. In lieu of a defined benefit pension plan, eligible employees (excluding legacy Smith Barney employees) who were...

  • Page 260
    ...Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income) on a pretax basis in 2012, 2011 and 2010 were as follows: 2012 Pension 2011 Postretirement 2010 2012 2011 2010 (dollars in millions) Net loss (gain) ...Prior service cost (credit) ...Amortization of...

  • Page 261
    ... rate swap contracts. This asset allocation is expected to help protect the plan's funded status and limit volatility of the Company's contributions. Total U.S. Qualified Plan portfolio performance is assessed by comparing actual investment performance with changes in the estimated present value...

  • Page 262
    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 2012 and 2011: Pension Postretirement (dollars in millions) ...

  • Page 263
    ..., 2012 2011 2012 2011 (dollars in millions) Funded (unfunded) status ...Amounts recognized in the consolidated statements of financial condition consist of: Assets ...Liabilities ...Net amount recognized ...Amounts recognized in accumulated other comprehensive loss consist of: Prior service credit...

  • Page 264
    ... drug coverage was deemed to have no material effect on the Company's postretirement benefit plan. Plan Assets. The U.S. Qualified Plan assets represent 90% of the Company's total pension plan assets. The U.S. Qualified Plan uses a combination of active and risk-controlled fixed income investment...

  • Page 265
    ...from employee benefit plans maintained by more than one employer or a controlled group of corporations. The sponsor of the commingled trust funds values the funds' NAV based on the fair value of the underlying securities. The underlying securities of the commingled trust funds consist of mainly long...

  • Page 266
    ... bonds and derivatives. Foreign liquidity funds place a high priority on capital preservation, stable value and a high liquidity of assets. Foreign fund investments are categorized in Level 2 of the fair value hierarchy as they are readily redeemable at their NAV. Corporate equity investments traded...

  • Page 267
    ... municipal securities ...Corporate bonds ...Collateralized debt obligations ...Total corporate and other debt ...Corporate equities ...Derivative contracts(2) ...Derivative-related cash collateral receivable ...Commingled trust funds(3) ...Foreign funds(4) ...Other investments ...Total investments...

  • Page 268
    ... ...Total investments ... $26 $26 $- $- $- $- $4 $4 $- $- $30 $30 The following table presents changes in Level 3 pension assets measured at fair value for 2011: Actual Return on Purchases, Plan Assets Actual Sales, Related to Return Other Beginning Assets Still on Plan Settlements Ending...

  • Page 269
    ... lieu of a defined benefit pension plan and the fixed contribution, transition contribution and make-up Company match granted to legacy Smith Barney employees are included in the Company's 401(k) expense. Effective May 1, 2011, the Saxon 401(k) Plan was merged with the Morgan Stanley 401(k) Savings...

  • Page 270
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 22. Income Taxes. The provision for (benefit from) income taxes from continuing operations consisted of: 2012 2011 2010 (dollars in millions) Current: U.S. federal ...U.S. state and local ...Non-U.S.: United Kingdom ...Japan ......

  • Page 271
    ... on any prior annual or quarterly consolidated financial statements. Excluding the aggregate net tax benefit noted above, the effective tax rate from continuing operations in 2012 would have been a benefit of 18.8%. The Company's effective tax rate from continuing operations for 2011 included a $447...

  • Page 272
    ... 2011 were as follows: December 31, 2012 December 31, 2011(2) (dollars in millions) Gross deferred tax assets: Tax credits and loss carryforwards ...Employee compensation and benefit plans ...Valuation and liability allowances ...Deferred expenses ...Other ...Total deferred tax assets ...Valuation...

  • Page 273
    ... of interest expense (benefit) (net of federal and state income tax benefits) in the consolidated statements of income for the years ended December 31, 2012, December 31, 2011, and December 31, 2010, respectively. Interest expense accrued at December 31, 2012, December 31, 2011, and December 31...

  • Page 274
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents a reconciliation of the beginning and ending amount of unrecognized tax benefits for 2012, 2011 and 2010 (dollars in millions): Unrecognized Tax Benefits Balance at December 31, 2009 ...Increase based...

  • Page 275
    ...New York State and City ...Hong Kong ...United Kingdom ...Japan ...23. Segment and Geographic Information. 1999 2007 2006 2010 2011 Segment Information. The Company structures its segments primarily based upon the nature of the financial products and services provided to customers and the Company...

  • Page 276
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Selected financial information for the Company's segments is presented below: Global Wealth Institutional Management Asset Intersegment Securities Group Management Eliminations (dollars in millions) 2012 Total Total non-...

  • Page 277
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Global Wealth Institutional Management Asset Intersegment Securities Group Management Discover Eliminations (dollars in millions) 2010 Total Total non-interest revenues(3) ...$16,355 Net interest ...(226) Net revenues ...$16,...

  • Page 278
    ...-trading desk location. • Global Wealth Management Group: global representative coverage location. • Asset Management: client location, except for Merchant Banking and Real Estate Investing businesses, which are based on asset location. Net Revenues 2012 2011 2010 (dollars in millions) Americas...

  • Page 279
    ... the investment banking operations conducted in Japan by its subsidiary MSMS, formerly known as Morgan Stanley Japan Securities Co., Ltd., into MUMSS (MSMS, together with MUMSS, the "Joint Venture"). MSMS will continue its sales and trading and capital markets business conducted in Japan. Following...

  • Page 280
    ... and MUFG holds a 49% voting interest in MSMS. The Company continues to consolidate MSMS in its consolidated financial statements and, commencing on May 1, 2010, accounted for its interest in MUMSS as an equity method investment within the Institutional Securities business segment. During 2012, 2011...

  • Page 281
    ... government and corporate bonds). Other. Lansdowne Partners is a London-based investment manager. Avenue Capital Group is a New York-based investment manager. The investments are accounted for within the Asset Management business segment. The Company also invests in certain structured transactions...

  • Page 282
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 25. Discontinued Operations. See Note 1 for a discussion of the Company's discontinued operations. The table below provides information regarding amounts included in discontinued operations: 2012 2011 2010 (dollars in millions) ...

  • Page 283
    ... Parent Company. Parent Company Only Condensed Statements of Financial Condition (dollars in millions, except share data) December 31, 2012 December 31, 2011 Assets: Cash and due from banks ...Interest bearing deposits with banks ...Financial instruments owned, at fair value ...Securities purchased...

  • Page 284
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Parent Company Only Condensed Statements of Income and Comprehensive Income (dollars in millions) 2012 2011 2010 Revenues: Dividends from non-bank subsidiary ...Principal transactions ...Other ...Total non-interest revenues ......

  • Page 285
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Parent Company Only Condensed Statements of Cash Flows (dollars in millions) 2012 2011 2010 Cash flows from operating activities: Net income ...Adjustments to reconcile net income to net cash provided by operating activities: ...

  • Page 286
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Transactions with Subsidiaries. The Parent Company has transactions with its consolidated subsidiaries determined on an agreed-upon basis and has guaranteed certain unsecured lines of credit and contractual obligations of certain ...

  • Page 287
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 27. Quarterly Results (unaudited). First Fourth $5,405 270 5,675 6,131 (456) (298) (158) 2012 Quarter 2011 Quarter Second(1) Third(2) Fourth(2) First Second Third (dollars in millions, except per share data) Total non-interest ...

  • Page 288
    ... 5, 2013. Long-Term Borrowings. On February 25, 2013, the Company issued $4.5 billion in senior unsecured debt. Process Driven Trading. In 2011, the Company announced that it had reached an agreement with the employees of its in-house quantitative proprietary trading unit, Process Driven Trading...

  • Page 289
    ... Interest Rate (dollars in millions) Assets Interest earning assets: Financial instruments owned(1): U.S...Non-U.S...Securities available for sale: U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Federal funds sold and securities purchased under agreements to...

  • Page 290
    ... Interest Rate (dollars in millions) Assets Interest earning assets: Financial instruments owned(1): U.S...Non-U.S...Securities available for sale: U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Federal funds sold and securities purchased under agreements to...

  • Page 291
    ... Interest Rate (dollars in millions) Assets Interest earning assets: Financial instruments owned(1): U.S...Non-U.S...Securities available for sale: U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Federal funds sold and securities purchased under agreements to...

  • Page 292
    ...: 2012 versus 2011 Increase (decrease) due to change in: Volume Rate (dollars in millions) Net Change Interest earning assets Financial instruments owned: U.S...Non-U.S...Securities available for sale: U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Federal funds...

  • Page 293
    ... in: Volume Rate (dollars in millions) Net Change Interest earning assets Financial instruments owned: U.S...Non-U.S...Securities available for sale: U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Federal funds sold and securities purchased under agreements to...

  • Page 294
    ... applicable to Morgan Stanley less preferred dividends as a percentage of average common equity. (2) Based on net income as a percentage of average total equity. (3) Dividends declared per common share as a percentage of net income per diluted share. Short-term Borrowings 2012 2011 2010 (dollars...

  • Page 295
    ... rate was calculated using (a) interest expense for all securities sold under repurchase agreements and securities loaned transactions, whether or not such transactions were reported on the consolidated statements of financial condition and (b) period-end balances that were reported on a net basis...

  • Page 296
    ...to 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 the Company's internal control over financial reporting as of December 31, 2012. In making this...

  • Page 297
    ... company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control...

  • Page 298
    ... reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the quarter ended December 31, 2012 that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information. Not applicable...

  • Page 299
    ... Ownership of Company Common Stock-Section 16(a) Beneficial Ownership Reporting Compliance" Information relating to the Company's executive officers is contained in Part I, Item 1 of this report under "Executive Officers of Morgan Stanley." Morgan Stanley's Code of Ethics and Business Conduct...

  • Page 300
    ...beneficial owners and management is set forth under the captions "Item 4-Company Proposal to Amend the 2007 Equity Incentive Compensation Plan-Equity Compensation Plan Information" and "Item 1-Election of Directors-Beneficial Ownership of Company Common Stock" in Morgan Stanley's Proxy Statement and...

  • Page 301
    .... Exhibits and Financial Statement Schedules. Documents filed as part of this report. • The consolidated financial statements required to be filed in this Annual Report on Form 10-K are included in Part II, Item 8 hereof. • An exhibit index has been filed as part of this report beginning on page...

  • Page 302
    ... has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 26, 2013. MORGAN STANLEY (REGISTRANT ) By: /S/ JAMES P. GORMAN (James P. Gorman) Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY We, the undersigned, hereby...

  • Page 303
    Signature Title /S/ DONALD T. NICOLAISEN (Donald T. Nicolaisen) HUTHAM S. OLAYAN (Hutham S. Olayan) JAMES W. OWENS (James W. Owens) O. GRIFFITH SEXTON (O. Griffith Sexton) RYOSUKE TAMAKOSHI (Ryosuke Tamakoshi) MASAAKI TANAKA (Masaaki Tanaka) Director /S/ Director /S/ Director /S/ Director...

  • Page 304
    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM 10-K For the year ended December 31, 2012 Commission File No. 1-11758

  • Page 305
    ...Morgan Stanley Smith Barney Holdings LLC (Exhibit 10.1 to Morgan Stanley's Current Report on Form 8-K dated May 29, 2009). Integration and Investment Agreement dated as of March 30, 2010 by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley (Exhibit 2.2 to Morgan Stanley's Quarterly...

  • Page 306
    ...to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended August 31, 2003). Amended and Restated Trust Agreement of Morgan Stanley Capital Trust VI dated as of January 26, 2006 among Morgan Stanley, as depositor, The Bank of New York, as property trustee, The Bank of New York (Delaware...

  • Page 307
    ... Trust Agreement of Morgan Stanley Capital Trust VII dated as of October 12, 2006 among Morgan Stanley, as depositor, The Bank of New York, as property trustee, The Bank of New York (Delaware), as Delaware trustee and the administrators named therein (Exhibit 4.3 to Morgan Stanley's Current Report...

  • Page 308
    ...Participation for the Morgan Stanley UK Share Ownership Plan, dated as of November 5, 2009 (Exhibit 10.36 to Morgan Stanley's Annual Report on Form 10-K for the year ended December 31, 2009). Aircraft Time Sharing Agreement, dated as of January 1, 2010, by and between Corporate Services Support Corp...

  • Page 309
    ... Letter Agreement (Exhibit 10.56 to Morgan Stanley's Annual Report on Form 10K for the fiscal year ended November 30, 2008). Morgan Stanley 2009 Replacement Equity Incentive Compensation Plan for Morgan Stanley Smith Barney Employees (Exhibit 4.2 to Morgan Stanley's Registration Statement on...

  • Page 310
    ...10-Q for the quarter ended March 31, 2012). Statement Re: Computation of Ratio of Earnings to Fixed Charges and Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends. Subsidiaries of Morgan Stanley. Consent of Deloitte & Touche LLP. Powers of Attorney (included on signature...