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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, 2013
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
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series E, $0.01 par value .................................................................... NewYork Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series F, $0.01 par value .................................................................... NewYork Stock Exchange
61/4% Capital Securities of Morgan Stanley Capital Trust III (and Registrant’s guaranty with respect thereto) ......... NewYork Stock Exchange
61/4% Capital Securities of Morgan Stanley Capital Trust IV (and Registrant’s guaranty with respect thereto) ........ NewYork Stock Exchange
53/4% 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.
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 28, 2013, the aggregate market value of the common stock of Registrant held by non-affiliates of Registrant was approximately
$45,831,657,254. This calculation does not reflect a determination that persons are affiliates for any other purposes.
As of January 31, 2014, there were 1,975,673,438 shares of Registrant’s common stock, $0.01 par value, outstanding.
Documents Incorporated by Reference: Portions of Registrant’s definitive proxy statement for its 2014 annual meeting of shareholders are
incorporated by reference in Part III of this Form 10-K.

Table of contents

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

  • Page 2

  • Page 3
    ... 34 35 46 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ...Item 6. Selected Financial Data ...Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ...Introduction ...Executive Summary ...Business...

  • 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 ... 296...

  • Page 5
    ...(including capital, leverage and liquidity requirements), policies (including fiscal and monetary) and legal and regulatory actions in the United States ("U.S.") and worldwide; • the level and volatility of equity, fixed income and commodity prices, interest rates, currency values and other market...

  • Page 6
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 7
    ... New York City, its regional offices and branches throughout the U.S. and its principal offices in London, Tokyo, Hong Kong and other world financial centers. At December 31, 2013, the Company had 55,794 employees worldwide. Unless the context otherwise requires, the terms "Morgan Stanley," the...

  • Page 8
    ..., Wealth Management and Investment Management. Institutional Securities. The Company provides financial advisory and capital-raising services to a diverse group of corporate and other institutional clients globally, primarily through wholly owned subsidiaries that include Morgan Stanley & Co. LLC...

  • 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; and money-market and other short-term securities. The Company is a primary dealer of U.S. federal government securities and...

  • Page 10
    ... Company and a subsidiary of Rosneft Oil Company ("Rosneft") entered into a Purchase Agreement pursuant to which the Company will sell the global oil merchanting unit of its commodities division to Rosneft. The transaction includes the sale of the Company's minority interest in Heidmar Holdings LLC...

  • Page 11
    ... stock plan services to corporate executives and businesses. Wealth Management provides clients a variety of ways to establish a relationship and conduct business, including brokerage accounts with transaction-based pricing and investment advisory accounts with asset-based fee pricing. Operations...

  • Page 12
    ... 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 companies offering financial or ancillary services in the U.S., globally...

  • Page 13
    ... particularly in its capital-intensive underwriting and sales, trading, financing and market-making activities, also affects its competitive position. Corporate clients may request that the Company provide loans or lending commitments in connection with certain investment banking activities and such...

  • Page 14
    ...on its financial condition. In January 2014, the Federal Reserve issued an advance notice of proposed rulemaking, which seeks public comment on certain matters related to financial holding companies' physical commodity activities and merchant banking investments in nonfinancial companies. Activities...

  • Page 15
    ...conditions and a financial holding company's particular condition, risk profile and growth plans. In addition, under the Federal Reserve and OCC's leverage capital rules, the Company and the Subsidiary Banks are subject to a minimum Tier 1 leverage ratio (Tier 1 capital to average total consolidated...

  • Page 16
    ... capital requirements for certain bank holding companies, including the Company. The Federal Reserve has indicated that it intends to address this requirement by implementing the Basel Committee's capital surcharge for global systemically important banks ("G-SIBs"). The Financial Stability Board...

  • Page 17
    ... regulatory measures related to short-term wholesale funding. 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...

  • Page 18
    ... its 2014 annual company-run stress tests to the OCC and the Federal Reserve on January 6, 2014. See also "-Capital and Liquidity Standards" above and "Management's Discussion and Analysis of Financial Condition and Results of Operation-Liquidity and Capital Resources-Regulatory Requirements" in...

  • Page 19
    ... certain mortgage and other secured lending products primarily for customers of its affiliate retail broker-dealer, Morgan Stanley Smith Barney LLC ("MSSB LLC"). MSPNA also offers certain deposit products, as well as prime brokerage custody services. MSPNA is an FDIC-insured national bank whose...

  • Page 20
    ... a new methodology that generally favors banks that are mostly funded by deposits. Institutional Securities and Wealth Management. Broker-Dealer and Investment Adviser Regulation. The Company's primary U.S. broker-dealer subsidiaries, MS&Co. and MSSB LLC, are registered broker-dealers with the SEC...

  • Page 21
    ... Company's ability to withdraw capital from its broker-dealer subsidiaries, which in turn may limit its ability to pay dividends, repay debt, or redeem or purchase shares of its own outstanding stock. Any change in such rules or the imposition of new rules affecting the scope, coverage, calculation...

  • Page 22
    ... 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 broker-dealers to report into one consolidated...

  • Page 23
    .... In September 2013, the Basel Committee and the International Organization of Securities Commissions released their final policy framework on margin requirements for non-centrally-cleared derivatives. The full impact on the Company of the U.S. agencies' margin and capital requirements for Swaps...

  • Page 24
    ... process of proposing or finalizing risk-based capital, leverage capital, liquidity, banking structural reforms and other regulatory standards applicable to certain Morgan Stanley subsidiaries that operate in those jurisdictions. For example, the Company's primary broker-dealer in the U.K., Morgan...

  • Page 25
    ...and terrorist financing activity, including requiring banks, bank holding company subsidiaries, broker-dealers, futures commission merchants, and mutual funds to implement AML programs, verify the identity of customers that maintain accounts, and monitor and report suspicious activity to appropriate...

  • Page 26
    ... SEC must direct listing exchanges to require companies to implement policies relating to disclosure of incentive-based compensation that is based on publicly reported financial information and the clawback of such compensation from current or former executive officers following certain accounting...

  • Page 27
    ... Financial Sponsors Group (July 2004 to September 2006) within Investment Banking. James A. Rosenthal (60). Executive Vice President and Chief Operating Officer of Morgan Stanley (since January 2011). Head of Corporate Strategy (January 2010 to May 2011). Chief Operating Officer of Wealth Management...

  • Page 28
    ... and long-term credit ratings. The rating agencies are continuing to monitor certain issuer specific factors that are important to the determination of our credit ratings, including governance, the level and quality of earnings, capital adequacy, funding and liquidity, risk appetite and management...

  • Page 29
    ... lending and commercial real estate markets; the impact of current, pending and future legislation (including the Dodd-Frank Act), regulation (including capital, leverage and liquidity requirements), policies (including fiscal and monetary), and legal and regulatory actions in the U.S. and worldwide...

  • Page 30
    ... assets under management or supervision and the way customers allocate capital among money market, equity, fixed income or other investment alternatives, which could negatively impact our Investment Management business segment. We may experience declines in the value of our financial instruments and...

  • Page 31
    ... short or long-term funding that is secured by physical or financial collateral whose value may at times be insufficient to fully cover the loan repayment amount; posting margin and/or collateral and other commitments to clearing houses, clearing agencies, exchanges, banks, securities firms and...

  • Page 32
    ... the Wealth Management business segment lending to individual investors, including, but not limited to, margin and securities-based loans collateralized by securities, residential mortgage loans and home equity lines of credit. While we believe current valuations and reserves adequately address our...

  • Page 33
    ... and manage legal, regulatory and compliance risk, see "Quantitative and Qualitative Disclosures about Market Risk-Risk Management-Legal, Regulatory and Compliance Risk" in Part II, Item 7A herein. The financial services industry is subject to extensive regulation, which is undergoing major changes...

  • Page 34
    ...Like any large corporation, we are also subject to risk from potential employee misconduct, including non-compliance with policies and improper use or disclosure of confidential information. Substantial legal liability could materially adversely affect our business, financial condition or results of...

  • Page 35
    ... 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 36
    ... 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 events, and these...

  • Page 37
    ... so. 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...

  • Page 38
    ...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 and Results of Operations...

  • Page 39
    ..., 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 40
    ... Avenue Purchase, New York (Wealth Management Headquarters) 522 Fifth Avenue New York, New York (Investment Management Headquarters) New York, New York (Several locations) Brooklyn, New York (Several locations) Jersey City, New Jersey (Several locations) International Locations 20 Bank Street London...

  • Page 41
    ... agencies regarding the Company's business, and involving, among other matters, sales and trading activities, financial products or offerings sponsored, underwritten or sold by the Company, and accounting and operational matters, certain of which may result in adverse judgments, settlements...

  • Page 42
    ... controls, accounting and other matters. 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 against the Company...

  • Page 43
    ... Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al., respectively. Amended complaints were filed on June 10, 2010. The amended complaints allege that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a number of mortgage...

  • Page 44
    ... plaintiff's purchase of such certificates. On March 24, 2011, the court presiding over Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation et al. granted plaintiff leave to file an amended complaint. The Company filed its answer on December 21, 2012. On December 13, 2013, the...

  • Page 45
    .... Each was styled Federal Deposit Insurance Corporation, as Receiver for Franklin Bank S.S.B v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that the Company made untrue statements and material omissions in connection with the sale to plaintiff of mortgage pass-through...

  • Page 46
    ...the mortgage loan purchase agreement underlying the transaction, specific performance and unspecified damages and interest. On October 8, 2012, the Company filed a motion to dismiss the complaint. On August 8, 2012, U.S. Bank, in its capacity as Trustee, filed a complaint on behalf of Morgan Stanley...

  • Page 47
    ... on November 12, 2013. On September 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...

  • Page 48
    ...-1, against the Company and an affiliate. The matter is styled Federal Housing Finance Agency, as Conservator for the Federal Home Loan Mortgage Corporation, on behalf of the Trustee of the Saxon Asset Securities Trust, Series 2007-1 v. Saxon Funding Management LLC and Morgan Stanley and is pending...

  • Page 49
    ... 8, 2013, plaintiff filed a complaint in 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, as successor-by-merger to Morgan Stanley Mortgage Capital Inc., and Greenpoint Mortgage Funding...

  • Page 50
    ... Securities Law of 1953. On November 6, 2013, Deutsche Bank, in its capacity as trustee, became the named plaintiff in Federal Housing Finance Agency, as Conservator for the Federal Home Loan Mortgage Corporation, on behalf of the Trustee of the Morgan Stanley ABS Capital I Inc. Trust, Series...

  • Page 51
    .... 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 52
    ... by securitization trusts containing residential mortgage loans. On December 6, 2013, the parties entered into an agreement to settle the litigation. On January 2, 2014, the court dismissed the action. Seagull Point, LLC, individually and on behalf of Morgan Stanley ABS Capital I Inc. Trust 2007...

  • Page 53
    ... as reported by Bloomberg Financial Markets and the amount of any 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 2013: Fourth Quarter ...Third Quarter ...Second Quarter ...First Quarter ...2012...

  • Page 54
    ... stock under rules permitting annual capital distributions (12 Code of Federal Regulations 225.8, Capital Planning), of which approximately $150 million as of December 31, 2013 may yet be purchased until March 31, 2014. For further information, see "Liquidity and Capital Resources-Capital Management...

  • Page 55
    ...graph compares the cumulative total shareholder return (rounded to the nearest whole dollar) of the Company's common stock, the S&P 500 Stock Index ("S&P 500") and the S&P 500 Financials Index ("S5FINL") for the last five years. The graph assumes a $100 investment at the closing price on December 31...

  • Page 56
    .... MORGAN STANLEY SELECTED FINANCIAL DATA (dollars in millions, except share and per share data) 2013 2012 2011 2010 2009 Income Statement Data: Revenues: Investment banking ...Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total...

  • Page 57
    ... operations ...Earnings (loss) per diluted common share ...Book value per common share(5) ...Dividends declared per common share ...Balance Sheet and Other Operating Data: Total assets ...Total deposits ...Long-term borrowings ...Morgan Stanley shareholders' equity ...Return on average common equity...

  • Page 58
    ..., financial institutions and individuals. Unless the context otherwise requires, the terms "Morgan Stanley" or the "Company" mean Morgan Stanley (the "Parent") together with its consolidated subsidiaries. Effective with the quarter ended June 30, 2013, the Global Wealth Management Group and...

  • Page 59
    ... 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 60
    Executive Summary. Financial Information and Statistical Data (dollars in millions, except where noted and per share amounts). 2013 2012 2011 Net revenues: Institutional Securities(1) ...Wealth Management(1) ...Investment Management ...Intersegment Eliminations ...Consolidated net revenues ...Net ...

  • Page 61
    ... common equity(9) ...Tangible book value per common share(10) ...Effective income tax rate from continuing operations(11) ...Worldwide employees at December 31, 2013, 2012 and 2011 ...Global Liquidity Reserve held by bank and non-bank legal entities at December 31, 2013, 2012 and 2011 (dollars in...

  • Page 62
    ...Retail locations at December 31, 2013, 2012 and 2011 ...Pre-tax profit margin(18) ...Investment Management: Pre-tax profit margin(18) ...Selected management financial measures, excluding DVA: Net revenues, excluding DVA(25) ...Income from continuing operations applicable to Morgan Stanley, excluding...

  • Page 63
    ... and Capital Resources-Liquidity Risk Management Framework-Global Liquidity Reserve" herein. As of December 31, 2013, the Company calculated its Total, Tier 1 and Tier 1 common capital ratios and risk-weighted assets ("RWAs") in accordance with the capital adequacy standards for financial holding...

  • Page 64
    ... "FDIC") insured depository institutions for the benefit of the Company's clients through their accounts. For additional information regarding deposits, see Notes 3, 10 and 25 to the consolidated financial statements in Item 8 and "Liquidity and Capital Resources-Funding Management-Deposits" herein...

  • Page 65
    ... the pressure on the federal budget experienced during the past several years. In Europe, major equity market indices finished 2013 higher compared with year-end 2012. Euro-area gross domestic product started to grow in the second quarter of 2013, and the European Central Bank ("ECB") views this as...

  • Page 66
    ... certain employee deferred compensation plans and higher revenues from fixed income products. Commissions and fees revenues increased 6% from 2012 to $2,209 million in 2013, primarily due to higher equity, mutual fund and alternatives activity. Investment banking revenues increased 11% from 2012 to...

  • Page 67
    ... the Company's acquisition of 100% ownership of the Wealth Management JV effective at the end of the second quarter of 2013. Total client asset balances were $1,909 billion at December 31, 2013 and client assets in feebased accounts were $697 billion, or 37% of total client assets. Fee-based client...

  • Page 68
    ...began accounting for all new originated loans and lending commitments as either held for investment or held for sale. Wealth Management JV. The Company completed the purchase of the remaining 35% interest in the Wealth Management JV from Citi on June 28, 2013 for the previously established price of...

  • Page 69
    ... principally MBIA Insurance Corporation ("MBIA"). During 2011, the Company announced a comprehensive settlement with MBIA. The settlement terminated outstanding credit default swap ("CDS") protection purchased from MBIA on commercial mortgage-backed securities and resolved pending litigation between...

  • Page 70
    ...bids and offers. Certain fees received on loans carried at fair value and dividends from equity securities are also recorded in this line item since they relate to market-making positions. Commissions received for purchasing and selling listed equity securities and options are recorded separately in...

  • Page 71
    ... 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 72
    INSTITUTIONAL SECURITIES INCOME STATEMENT INFORMATION 2013 2012(1) 2011(1) (dollars in millions) Revenues: Investment banking ...Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...Interest income ......

  • Page 73
    ... include non-convertible preferred stock, mortgage-backed and asset-backed securities and taxable municipal debt. Amounts also include publicly registered and Rule 144A issues. Amounts exclude leveraged loans and self-led issuances. Sales and Trading Net Revenues. Sales and trading net revenues...

  • Page 74
    ..." herein and Note 1 to the consolidated financial statements in Item 8. Sales and trading net revenues by business were as follows: 2013 2012(1) 2011(1) (dollars in millions) Equity ...Fixed income and commodities ...Other(2) ...Total sales and trading net revenues ... $6,529 $4,811 $ 7,263...

  • Page 75
    ... to the Company's long-term debt and certain activities associated with the Company's corporate lending activities. Effective April 1, 2012, the Company began accounting for all new corporate loans and lending commitments as either held for investment or held for sale. Other sales and trading net...

  • Page 76
    ... to reductions in force in 2013 compared with $120 million in 2012. Non-compensation expenses increased 35% in 2013 compared with 2012. The increase primarily reflected additions to legal expenses for litigation and investigations related to residential mortgage-backed securities and the credit...

  • Page 77
    ... net investment gains in the Company's deferred compensation and co-investment plans compared with net losses in 2011. Net Interest. Net interest expense increased to $1,747 million in 2012 from $1,040 million in 2011, primarily due to lower revenues from securities purchased under agreements to...

  • Page 78
    ... 2012 included increased litigation expense and a higher provision for unfunded loan commitments. The results in 2011 included the initial costs of $130 million associated with Morgan Stanley Huaxin Securities Company Limited (see "Executive Summary- Significant Items-Huaxin Securities Joint Venture...

  • Page 79
    WEALTH MANAGEMENT INCOME STATEMENT INFORMATION 2013 2012(1) 2011(1) (dollars in millions) Revenues: Investment banking ...Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...Interest income ...Interest ...

  • Page 80
    ... to investments associated with certain employee deferred compensation plans and higher revenues from fixed income products. Commissions and Fees. Commissions and fees revenues primarily arise from agency transactions in listed and OTC equity securities and sales of mutual funds, futures, insurance...

  • Page 81
    ...31, 2013 and $72 billion at December 31, 2012. As a result of the Company's 100% ownership of the Wealth Management JV, the deposits held in non-affiliated depositories will transfer to the Company-affiliated depositories on an agreed-upon basis through June 2015. Client assets in fee-based accounts...

  • Page 82
    ... closed-end funds and higher fixed income underwriting. Trading. Trading revenues increased 6% to $1,043 million in 2012 from 2011, primarily due to gains related to investments associated with certain employee deferred compensation plans and higher revenues from structured notes and corporate bonds...

  • Page 83
    ... JV integration (see "Executive Summary-Significant Items-Wealth Management JV" herein). Professional services expenses decreased 7% in 2012 from 2011, primarily due to lower technology consulting costs. Discontinued Operations. On April 2, 2012, the Company completed the sale of Quilter, its retail...

  • Page 84
    ... STATEMENT INFORMATION 2013 2012 2011 (dollars in millions) Revenues: Investment banking ...Trading ...Investments ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...Interest income ...Interest expense ...Net interest ...Net revenues ...Compensation...

  • Page 85
    ..., Average for 2013 2012 2013 2012 2011 (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 86
    ..., 2012 and 2011 was as follows: 2012 2011 2013 (dollars in billions) Balance at beginning of period ...Net flows by asset class: Traditional Asset Management: Equity ...Fixed income(1) ...Liquidity ...Alternatives(2) ...Total Traditional Asset Management ...Real Estate Investing ...Merchant Banking...

  • Page 87
    ... inflows primarily in liquidity funds. Other. Other revenues were $33 million in 2013 as compared with $55 million in 2012. The results in 2013 included higher revenues associated with the Company's minority investment in Avenue Capital Group, a New York-based investment manager, partially offset by...

  • Page 88
    ... annual or quarterly consolidated financial statements. Discontinued Operations. In the fourth quarter of 2011, the Company classified a real estate property management company as held for sale within the Investment Management business segment. The transaction closed during the first quarter of 2012...

  • Page 89
    ...the Company's consolidated financial statements. Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. In March 2013, the FASB issued an accounting update requiring...

  • Page 90
    ... impact on the Company's consolidated financial statements. Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. In February 2013, the FASB issued an accounting update that requires an entity to measure...

  • Page 91
    ... markets and businesses. See "Legal Proceedings-Residential Mortgage and Credit Crisis Related Matters" in Part I, Item 3 and Note 13 to the consolidated financial statements in Item 8 for further information. Japanese Securities Joint Venture. The Company holds a 40% voting interest and MUFG holds...

  • Page 92
    ... to the U.S. Qualified Plan for 2013, 2012 and 2011. See Note 19 to the consolidated financial statements in Item 8 for more information on the Company's defined benefit pension and postretirement plans. Income Tax Matters. The income of certain foreign subsidiaries earned outside the United States...

  • Page 93
    ... revisions to risk-based capital, leverage and liquidity standards by the Basel Committee, including Basel III, and the implementation of those standards in jurisdictions in which the Company operates, will continue to impact the Company in the coming years. At the end of 2013, the U.S. regulators...

  • Page 94
    ...fair value. The Company makes estimates 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: • Trading assets and Trading liabilities; • Securities available for sale...

  • Page 95
    ... assumptions are reasonable. See Note 2 to the consolidated financial statements in Item 8 for additional information regarding the Company's valuation policies, processes and procedures. Goodwill and Intangible Assets. Goodwill. The Company tests goodwill for impairment on an annual basis on July...

  • Page 96
    ... agencies regarding the Company's business, and involving, among other matters, sales and trading activities, financial products or offerings sponsored, underwritten or sold by the Company, and accounting and operational matters, certain of which may result in adverse judgments, settlements...

  • Page 97
    ... and/or the actual costs of a tax assessment may ultimately be materially different from the recorded accruals and unrecognized tax benefits, if any. See Note 2 to the consolidated financial statements in Item 8 for additional information on the Company's significant assumptions, judgments and...

  • Page 98
    ...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 structure. Liquidity...

  • Page 99
    ... 31, 2012 Wealth Investment Management(5) Management (dollars in millions) Total Assets Cash and cash equivalents(1) ...Cash deposited with clearing organizations or segregated under federal and other regulations or requirements(2) ...Trading assets ...Securities available for sale ...Securities...

  • Page 100
    ..., region, and term of funding should be diversified; and • Limited access to funding should be anticipated through the Contingency Funding Plan ("CFP"). The core components of the Company's liquidity risk management framework are the CFP, Liquidity Stress Tests and the Global Liquidity Reserve (as...

  • Page 101
    ... 31, 2013 (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 102
    ... is to promote the short-term resilience of the liquidity risk profile of banks and bank holding companies. The Company is compliant with the Basel Committee's version of the LCR, which stipulates that the ratio of the Company's portfolio of unencumbered high-quality liquid assets to total net cash...

  • Page 103
    ... holding period of the assets being financed. The Company funds its balance sheet on a global basis through diverse sources. These sources may include the Company's equity capital, long-term debt, repurchase agreements, securities lending, deposits, commercial paper, letters of credit and lines...

  • Page 104
    ...-term borrowings ...Total ... $ 8 2,134 $2,142 $ 306 1,832 $2,138 Deposits. The Company's bank subsidiaries' funding sources include time deposits, money market deposit accounts, demand deposit accounts, repurchase agreements, federal funds purchased, commercial paper and Federal Home Loan Bank...

  • Page 105
    ...portion of its day-to-day operations. The cost and availability of financing generally is impacted by the Company's credit ratings. In addition, the Company's credit ratings can have an impact on certain trading revenues, particularly in those businesses where longer term counterparty performance is...

  • Page 106
    ... Morgan Stanley Bank, N.A. Short-Term Long-Term Rating Debt Debt Outlook DBRS, Inc...R-1 (middle) A (high) Negative Fitch Ratings, Inc...F1 A Stable Moody's Investor Services, Inc.(1) ...P-2 Baa2 Stable Rating and Investment Information, Inc...a-1 A Negative Standard & Poor's Financial Services LLC...

  • Page 107
    ... Preferred Stock offering (net of related issuance costs) resulted in proceeds of approximately $842 million (see Note 15 to the consolidated financial statements in Item 8). The Board of Directors determines the declaration and payment of dividends on a quarterly basis. In January 2014, the Company...

  • Page 108
    ...OCC") establishes similar capital requirements and standards for the Subsidiary Banks. As of December 31, 2013, the Company calculated its capital ratios and RWAs in accordance with the existing capital adequacy standards for financial holding companies adopted by the Federal Reserve. These existing...

  • Page 109
    ... non-financial equity investments). The adjusted average total assets are derived using weekly balances for the period. At December 31, 2013, the Company was in compliance with the Federal Reserve's Tier 1 leverage requirement with a Tier 1 leverage ratio of 7.6% (5% is the current well-capitalized...

  • Page 110
    ...: Total capital ratio 13.4%, Tier 1 common capital ratio 10.6% and Tier 1 capital ratio 12.8%. Capital Plans and Stress Tests. In November 2011, the Federal Reserve issued a final rule regarding capital plans. The final rule requires large bank holding companies such as the Company to submit annual...

  • Page 111
    ... notice of non-objection to the Company's 2014 capital plan that was submitted to the Federal Reserve on January 6, 2014. The Dodd-Frank Act also requires a national bank with total consolidated assets of more than $10 billion to conduct an annual company-run stress test. Beginning in 2012, the OCC...

  • Page 112
    ... capital requirements for certain bank holding companies, including the Company. The Federal Reserve has indicated that it intends to address this requirement by implementing the Basel Committee's capital surcharge for global systemically important banks ("G-SIB"). The Financial Stability Board...

  • Page 113
    ... bank holding companies and their insured depository institution subsidiaries, including the Company and the Subsidiary Banks. Under this proposal, a covered bank holding company would need to maintain a leverage buffer of Tier 1 capital of greater than 2% in addition to the 3% minimum (for a total...

  • Page 114
    ... and loans, municipal bonds and other types of financial assets. The Company may retain interests in the securitized financial assets as one or more tranches of the securitization. These retained interests are included in the consolidated statements of financial condition at fair value. Any changes...

  • Page 115
    ... secondary lending commitments. Standby letters of credit are recorded at fair value within Trading assets or Trading liabilities in the consolidated statements of financial condition. (3) Amounts include guarantees issued by consolidated real estate funds sponsored by the Company of approximately...

  • Page 116
    ... 31, 2013 2014 Payments Due in: 2015-2016 2017-2018 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
    ...the Company's risk management and risk assessment guidelines and policies regarding major market, credit, liquidity and funding and reputational risk; the Company's risk tolerance; and the performance of the Chief Risk Officer. The BRC reports to the full Board on a regular basis. Audit Committee of...

  • Page 118
    ... Financial Officer, to oversee the Company's global risk management structure. The FRC's responsibilities include oversight of the Company's risk management principles, procedures and limits and the monitoring of capital levels and material market, credit, liquidity and funding, legal, operational...

  • Page 119
    ... "Credit Risk", and "Operational Risk" and in "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources" in Part II, Item 7. Control Groups. The Company control groups include the Legal and Compliance Division, Finance, the Tax Department...

  • Page 120
    ... from option prices), correlations or other market factors, such as market liquidity, will result in losses for a position or portfolio. Generally, the Company incurs market risk as a result of trading, investing and client facilitation activities, principally within the Institutional Securities...

  • Page 121
    ... trading desks and, as appropriate, products and regions. Trading division risk managers, desk risk managers, traders and the Market Risk Department monitor market risk measures against limits in accordance with policies set by senior management. VaR. The Company uses the statistical technique known...

  • Page 122
    ...five times in every 100 trading days, if the portfolio were held constant for one day. The Company's VaR model generally takes into account linear and non-linear exposures to equity and commodity price risk, interest rate risk, credit spread risk and foreign exchange rates. The model also takes into...

  • Page 123
    ... Risks. The table below presents the Company's 95%/one-day Management VaR: Table 1: 95% Management VaR Market Risk Category 95%/One-Day VaR for 2012 95%/One-Day VaR for 2013 Period Period Average High Low Average High Low End End (dollars in millions) Interest rate and credit spread ...Equity price...

  • Page 124
    ..., which was in a range between $40 million and $60 million for approximately 82% of the trading days during the year. Year Ended December 31, 2013 Daily 95% / One-day Primary Risk Categories Management VaR (dollars in millions) 74 Number of Days 47 46 45 12 0 55 to 60 40 to 45 45 to 50 50 to 55...

  • Page 125
    ...Company's businesses that comprise the Primary Risk Categories experienced net trading losses on 35 days, of which 1 day was in excess of the 95%/ one-day Primary Risk Categories VaR. Year Ended December 31, 2013 Daily Net Trading Revenues for Primary Risk Categories (dollars in millions) 71 Number...

  • Page 126
    ...Credit Portfolio. As shown in Table 1, the Company's average 95%/one-day Total Management VaR, which includes the Primary Risk Categories and the Credit Portfolio, for 2013 was $59 million. The histogram below presents the distribution of the Company's daily 95%/one-day Total Management VaR for 2013...

  • Page 127
    ... risk sensitivity of the Company's mark-to-market funding liabilities corresponded to an increase in value of approximately $11 million and $13 million for each 1 basis point widening in the Company's credit spread level for December 31, 2013 and December 31, 2012, respectively. Interest Rate Risk...

  • Page 128
    ... 31, 2012 (dollars in millions) Investments related to Investment Management activities: Hedge fund investments ...Private equity and infrastructure funds ...Real estate funds ...Other investments: Mitsubishi UFJ Morgan Stanley Securities Co., Ltd...Other Company investments ...Credit Risk. $104...

  • Page 129
    ... 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 also...

  • Page 130
    ...-name, portfolio and structured credit derivatives. Additionally, the Company may sell, assign or syndicate funded loans and lending commitments to other financial institutions in the primary and secondary loan market. In connection with its derivatives trading activities, the Company generally...

  • Page 131
    ...Company may mitigate credit risk by requiring borrowers to pledge collateral and include financial covenants in lending commitments. In the consolidated statements of financial condition these loans are carried at either fair value with changes in fair value recorded in earnings; held for investment...

  • Page 132
    ...loans primarily include corporate loans purchased in the secondary market, commercial and residential mortgage loans, asset-backed loans and financing extended to institutional clients. At December 31, 2013, approximately 99.6% of Institutional Securities Other lending activities held for investment...

  • Page 133
    ...valuations, and security lien position is established through title/ownership reports. Eligible conforming loans are currently held for sale, while most non-conforming and HELOC loans are held for investment in the Company's portfolio. Wealth Management also provides margin lending to retail clients...

  • Page 134
    .... As a market maker, the Company works to earn a bid-offer spread on client flow business and manages any residual credit or correlation risk on a portfolio basis. Further, the Company uses credit derivatives to manage its exposure to residential and commercial mortgage loans and corporate lending...

  • Page 135
    ...the Company's credit derivative portfolio, see Note 12 to the consolidated financial statements in Item 8. At December 31, 2013 Fair Values(1) Notionals Receivable Payable Net Beneficiary Guarantor (dollars in millions) Banks and securities firms ...Insurance and other financial institutions ...Non...

  • Page 136
    ... 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 137
    ... fair value receivable or payable). As a market maker, the Company transacts in these CDS positions to facilitate client trading. At December 31, 2013, gross purchased protection, gross written protection and net exposures related to single-name and index credit derivatives for those countries were...

  • Page 138
    ... 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, 2013, gross purchased protection, gross written protection and net exposures related to single-name and index credit derivatives for the European...

  • Page 139
    ...Includes mutual funds, pension funds, private equity and real estate funds, exchanges and clearinghouses and diversified financial services. Operational Risk. Operational risk refers to the risk of loss, or of damage to the Company's reputation, resulting from inadequate or failed processes, people...

  • Page 140
    ...business recovery plans; applications/data recovery; work area recovery; and other elements addressing management, analysis, training and testing. The Company maintains an information security program that coordinates the management of information security risks and satisfies regulatory requirements...

  • Page 141
    ... 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 142
    ... statements of financial condition of Morgan Stanley and subsidiaries (the "Company") as of December 31, 2013 and 2012 and the consolidated statements of income, comprehensive income, cash flows, and changes in total equity for the years ended December 31, 2013, 2012 and 2011. These consolidated...

  • Page 143
    ... capital ...Retained earnings ...Employee stock trusts ...Accumulated other comprehensive loss ...Common stock held in treasury, at cost, $0.01 par value; 94,025,228 shares at December 31, 2013 and 64,851,856 shares at December 31, 2012 ...Common stock issued to employee stock trusts ...Total Morgan...

  • Page 144
    MORGAN STANLEY Consolidated Statements of Income (dollars in millions, except share and per share data) 2013 Revenues: Investment banking ...Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...Interest ...

  • Page 145
    MORGAN STANLEY Consolidated Statements of Comprehensive Income (dollars in millions) 2013 2012 2011 Net income ...Other comprehensive income (loss), net of tax: Foreign currency translation adjustments(1) ...Amortization of cash flow hedges(2) ...Change in net unrealized gains (losses) on ...

  • Page 146
    ... investing activities ...CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from (payments for): Commercial paper and other short-term borrowings ...Noncontrolling interests ...Other secured financings ...Deposits ...Proceeds from: Excess tax benefits associated with stock-based awards ...Derivatives...

  • Page 147
    MORGAN STANLEY Consolidated Statements of Changes in Total Equity (dollars in millions) Common Common Stock NonAccumulated Stock Issued to redeemable Employee Other Held in Employee NonPreferred Common Paid-in Retained Stock Comprehensive Treasury Stock controlling Total Stock Stock Capital Earnings...

  • Page 148
    ..., financial institutions and individuals. Unless the context otherwise requires, the terms "Morgan Stanley" or the "Company" mean Morgan Stanley (the "Parent") together with its consolidated subsidiaries. Effective with the quarter ended June 30, 2013, the Global Wealth Management Group and...

  • Page 149
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Other. In the fourth quarter of 2011, the Company classified a real estate property management company as held for sale within the Investment Management business segment. The transaction closed during the first quarter of 2012. ...

  • Page 150
    ... fee revenues primarily arise from agency transactions in listed and over-the-counter ("OTC") equity securities; services related to sales and trading activities; and sales of mutual funds, futures, insurance products and options. Commission and fee revenues are recognized in the accounts on trade...

  • Page 151
    ... carried at fair value are reflected in Trading revenues, Investments revenues or Investment banking revenues in the consolidated statements of income, except for Securities available for sale (see "Securities Available for Sale" section herein and Note 5) and derivatives accounted for as hedges...

  • Page 152
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) certain securities purchased under agreements to resell, certain loans and lending commitments, certain equity method investments, certain securities sold under agreements to repurchase, certain structured notes, certain time ...

  • Page 153
    ... 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 154
    ... 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 155
    ... of the Company's three business segments (i.e., Institutional Securities, Wealth Management and Investment Management), the CFO and the Chief Risk Officer on a regular basis. Review of New Level 3 Transactions. VRG reviews the models and valuation methodology used to price all new material Level...

  • Page 156
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Securities borrowed or purchased under agreements to resell and securities loaned or sold under agreements to repurchase are treated as collateralized financings (see Note 6). Securities purchased under agreements to resell ("...

  • Page 157
    .... This accounting guidance requires measurement of compensation cost for stock-based awards at fair value and recognition of compensation cost over the service period, net of estimated forfeitures. The Company determines the fair value of RSUs (including RSUs with non-market performance conditions...

  • Page 158
    ...such, are accounted for in a manner similar to treasury stock, where the shares of common stock outstanding are offset by an equal amount in Common stock issued to Employee Stock Trusts. The Company uses the grant-date fair value of stock-based compensation as the basis for recognition of the assets...

  • Page 159
    ... TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 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 Management. The Smith Barney tradename continues to be legally protected...

  • Page 160
    ... sheet and the cost basis) will be recognized in the consolidated statement of income. Loans. The Company accounts for loans based on the following categories: loans held for investment; loans held for sale; and loans at fair value. Loans Held for Investment Loans held for investment are reported as...

  • Page 161
    ... transfers from loans held for investment to loans held for sale, at the time of transfer, any reduction in the loan value is reflected as a charge-off of the recorded investment, resulting in a new cost basis. Loan Commitments. The Company records the liability and related expense for the credit...

  • Page 162
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) For further information on loans, see Note 8. Noncontrolling Interests. For consolidated subsidiaries that are less than wholly owned, the third-party holdings of equity interests are referred to as noncontrolling interests. As a ...

  • Page 163
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) for $1.89 billion, increasing the Company's interest from 51% to 65%. The Company recorded a negative adjustment to Paid-in-capital of approximately $107 million (net of tax) to reflect the difference between the purchase price ...

  • Page 164
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) pass-through pool securities is model-driven based on spreads of the comparable To-be-announced security. Collateralized mortgage obligations are valued using quoted market prices and trade data adjusted by subsequent changes in ...

  • Page 165
    ... single name credit default swaps collateralized by corporate bonds ("credit-linked notes") or cash portfolio of asset-backed securities/loans ("asset-backed CDOs/CLOs"). Credit correlation, a primary input used to determine the fair value of credit-linked notes, is usually unobservable and derived...

  • Page 166
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) internally developed methodology to discount for the lack of liquidity and non-performance risk where independent external market data are not available. Inputs that impact the valuation of SLARS are independent external market ...

  • Page 167
    ... Company's investments include direct investments in equity securities as well as investments in private equity funds, real estate funds and hedge funds, which include investments made in connection with certain employee deferred compensation plans. Direct investments are presented in the fair value...

  • Page 168
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Exchange-traded direct equity investments that are actively traded are categorized in Level 1 of the fair value hierarchy. Non-exchange-traded direct equity investments and investments in private equity and real estate funds are ...

  • Page 169
    ...: Private equity funds ...Real estate funds ...Hedge funds ...Principal investments ...Other ...Total investments ...Physical commodities ...Total trading assets ...Securities available for sale ...Securities received as collateral ...Federal funds sold and securities purchased under agreements to...

  • Page 170
    ...at Fair Value Deposits ...Commercial paper and other short-term borrowings ...Trading liabilities: U.S. government and agency securities: U.S. Treasury securities ...U.S. agency securities ...Total U.S. government and agency securities ...Other sovereign government obligations ...Corporate and other...

  • Page 171
    ...: Private equity funds ...Real estate funds ...Hedge funds ...Principal investments ...Other ...Total investments ...Physical commodities ...Total trading assets ...Securities available for sale ...Securities received as collateral ...Federal funds sold and securities purchased under agreements to...

  • Page 172
    ...at Fair Value Deposits ...Commercial paper and other short-term borrowings ...Trading liabilities: U.S. government and agency securities: U.S. Treasury securities ...U.S. agency securities ...Total U.S. government and agency securities ...Other sovereign government obligations ...Corporate and other...

  • Page 173
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Trading assets-Derivative and other contracts and Trading liabilities-Derivative and other contracts. During 2012, the Company reclassified approximately $3.2 billion of derivative assets and approximately $2.5 billion of ...

  • Page 174
    ... 31, 2012 Gains (Losses)(1) Purchases Sales Issuances Settlements Net Transfers 2013 2013(2) (dollars in millions) Assets at Fair Value Trading assets: Other sovereign government obligations ...Corporate and other debt: Residential mortgagebacked securities ...Commercial mortgagebacked securities...

  • Page 175
    ...(Losses)(1) Purchases Sales Issuances Settlements Net Transfers 2012 2012(2) 2011 Assets at Fair Value Trading assets: U.S. agency securities ...Other sovereign government obligations ...Corporate and other debt: Residential mortgage-backed securities ...Commercial mortgagebacked securities ...Asset...

  • Page 176
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (1) Total realized and unrealized gains (losses) are primarily included in Trading revenues in the consolidated statements of income except for $523 million related to Trading assets-Investments, which is included in Investments ...

  • Page 177
    ...)(1) Purchases Sales Issuances Settlements Transfers 2011 2011(2) 2010 (dollars in millions) Assets at Fair Value Trading assets: U.S. agency securities ...Other sovereign government obligations ...Corporate and other debt: State and municipal securities . . Residential mortgage-backed securities...

  • Page 178
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (2) Amounts represent unrealized gains (losses) for 2011 related to assets and liabilities still outstanding at December 31, 2011. (3) Net derivative and other contracts represent Trading assets-Derivative and other contracts, net...

  • Page 179
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) At December 31, 2013. Balance at December 31, 2013 (dollars in millions) Significant Unobservable Input(s) / Sensitivity of the Fair Value to Changes in the Unobservable Inputs Valuation Technique(s) Range(1) Averages(2) ...

  • Page 180
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Balance at December 31, 2013 (dollars in millions) Valuation Technique(s) Significant Unobservable Input(s) / Sensitivity of the Fair Value to Changes in the Unobservable Inputs Range(1) Averages(2) Commodity contracts 880 ...

  • Page 181
    ...at December 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 Trading assets: Corporate and other debt: Commercial mortgage-backed securities Asset-backed...

  • Page 182
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Balance at December 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 Commodity contracts ...

  • Page 183
    ... between companies from an operational perspective as the effect of capital structure, taxation and depreciation/amortization is excluded. • Price / Book ratio-the ratio used to compare a stock's market value to its book value. It is calculated by dividing the current closing price of the stock by...

  • Page 184
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) of a particular underlying equity security may be significantly different from that of a particular underlying commodity index), the tenor and the strike price of the option. • Forward commercial paper rate-LIBOR basis-the basis...

  • Page 185
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Fair Value of Investments That Calculate Net Asset Value. The Company's Investments measured at fair value were $8,013 million and $8,346 million at December 31, 2013 and December 31, 2012, respectively. The following table ...

  • Page 186
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Hedge Funds. Investments in hedge funds may be subject to initial period lock-up restrictions or gates. A hedge fund lock-up provision is a provision that provides that, during a certain initial period, an investor may not make a ...

  • Page 187
    ...the fair value option election for 2013, 2012 and 2011, respectively: Interest Gains (Losses) Income Included in Trading (Expense) Net Revenues (dollars in millions) Year Ended December 31, 2013 Federal funds sold and securities purchased under agreements to resell ...$ Deposits ...Commercial paper...

  • Page 188
    ... 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. 2013 2012 2011 (dollars in millions) Short-term and long-term borrowings...

  • Page 189
    ... Other expenses in the consolidated statements of income. (2) Non-recurring changes in the fair value of loans held for investment or held for sale were calculated using recently executed transactions; market price quotations; valuation models that incorporate market observable inputs where possible...

  • Page 190
    ... the quarter ended December 31, 2011. The fair value of Saxon was determined based on the revised purchase price agreed upon with the buyer. There were no liabilities measured at fair value on a non-recurring basis during 2012. 2011. Fair Value Measurements Using: Quoted Prices in Significant Total...

  • Page 191
    ... fair value in the consolidated statements of financial condition. The tables below exclude certain financial instruments such as equity method investments and all non-financial assets and liabilities such as the value of the long-term relationships with our deposit customers. The carrying value of...

  • Page 192
    ... (dollars in millions) Carrying Value Financial Assets: Cash and due from banks ...Interest bearing deposits with banks ...Cash deposited with clearing organizations or segregated under federal and other regulations or requirements ...Federal funds sold and securities purchased under agreements to...

  • Page 193
    ... (dollars in millions) Carrying Value Financial Assets: Cash and due from banks ...Interest bearing deposits with banks ...Cash deposited with clearing organizations or segregated under federal and other regulations or requirements ...Federal funds sold and securities purchased under agreements to...

  • Page 194
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 5. Securities Available for Sale. The following tables present information about the Company's available for sale securities: Amortized Cost At December 31, 2013 Gross Gross Other-thanUnrealized Unrealized Temporary Gains Losses ...

  • Page 195
    ..., 2013 Fair Value 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-backed securities: Agency ...Non-Agency ...Auto loan asset...

  • Page 196
    ... Company's agency securities as well as the Company's ABS, CMBS and CLOs are highly rated and the Company's corporate bonds are all investment grade. The Company does not intend to sell these securities and is not likely to be required to sell these securities prior to recovery of the amortized cost...

  • Page 197
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents the amortized cost and fair value of debt securities available for sale by contractual maturity dates at December 31, 2013: At December 31, 2013 Annualized Amortized Cost Fair Value Average Yield (...

  • Page 198
    ...in the Offset in the Consolidated Consolidated Consolidated Statements of Statements of Statements of Financial Financial Financial Condition(2) Condition Condition(3) (dollars in millions) Gross Amounts(1) Net Exposure Assets Federal funds sold and securities purchased under agreements to resell...

  • Page 199
    ...in the Offset in the Consolidated Consolidated Consolidated Statements of Statements of Statements of Financial Financial Financial Condition(2) Condition Condition(3) (dollars in millions) Gross Amounts(1) Net Exposure Assets Federal funds sold and securities purchased under agreements to resell...

  • Page 200
    ... Company is permitted to sell or repledge these securities, the Company reports the fair value of the collateral received and the related obligation to return the collateral in the consolidated statements of financial condition. At December 31, 2013 and December 31, 2012, the fair value of financial...

  • Page 201
    ...and other regulations or requirements are sourced from Federal funds sold and securities purchased under agreements to resell and Trading assets in the consolidated statements of financial condition. 7. Variable Interest Entities and Securitization Activities. The Company is involved with various...

  • Page 202
    ... by the entities primarily in Trading assets in the consolidated statements of financial condition. Except for consolidated VIEs included in other structured financings, the assets and liabilities are measured at fair value, with changes in fair value reflected in earnings. The assets owned by many...

  • Page 203
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) As part of the Company's Institutional Securities business segment's securitization and related activities, the Company has provided, or otherwise agreed to be responsible for, representations and warranties regarding certain ...

  • Page 204
    ... 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, 2013 Municipal Mortgage and Collateralized Tender Other Asset-Backed Debt Option Structured Securitizations Obligations Bonds...

  • Page 205
    ... amounts of certain liquidity facilities, other credit support, total return swaps, written put options, and the fair value of certain other derivatives and investments the Company has made in the VIEs. Liabilities issued by VIEs generally are non-recourse to the Company. Where notional amounts...

  • Page 206
    ... The Company's maximum exposure to loss generally equals the fair value of the securities owned. The Company's transactions with VIEs primarily include securitizations, municipal tender option bond trusts, credit protection purchased through CLNs, other structured financings, collateralized loan and...

  • Page 207
    ... option bond trusts in which it holds the residual interest. No such trusts were consolidated at either December 31, 2013 or December 31, 2012. Credit Protection Purchased through CLNs. In a CLN transaction, the Company transfers assets (generally high-quality securities or money market investments...

  • Page 208
    ... 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, 2013 and December 31, 2012. Investment Management Investment Funds. The...

  • Page 209
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Level 1 At December 31, 2013 Level 2 Level 3 Total (dollars in millions) 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, 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 211
    ...from transfers of financial assets treated by the Company as secured financings: At December 31, 2013 At December 31, 2012 Carrying Value of Carrying Value of Assets Liabilities Assets Liabilities (dollars in millions) Credit-linked notes ...Equity-linked transactions ...Other ...Mortgage Servicing...

  • Page 212
    ...of cost or fair value in the consolidated statements of financial condition. A description of the Company's loan portfolio is described below. • Corporate. Corporate loans primarily include commercial and industrial lending used for general corporate purposes, working capital and liquidity, "event...

  • Page 213
    ... consolidated statement of financial condition. See Note 4 for further information. Credit Quality. The Company's Credit Risk Management department evaluates new obligors before credit transactions are initially approved, and at least annually thereafter for corporate and wholesale real estate loans...

  • Page 214
    ... for the Company's loans held for investment, gross of allowance for loan losses, by product type, at December 31, 2013 and December 31, 2012. December 31, 2013 Residential Wholesale Consumer Real Estate Real Estate (dollars in millions) Loans by Credit Quality Indicators Corporate Total Pass...

  • Page 215
    ... STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) calculating an allowance for loan losses that estimates the inherent losses in the loan portfolio. Qualitative and environmental factors such as economic and business conditions, nature and volume of the portfolio and lending terms...

  • Page 216
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The table below summarizes information about the allowance for loan losses, loans by impairment methodology, the allowance for lending-related commitments and lending-related commitments by impairment methodology. Corporate ...

  • Page 217
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Corporate Residential Wholesale Consumer Real Estate Real Estate (dollars in millions) Total Allowance for loan losses: Balance at December 31, 2011 ...Gross charge-offs ...Gross recoveries ...Net charge-offs ...Provision for ...

  • Page 218
    ... statements of financial condition. These loans are full recourse, generally require periodic payments and have repayment terms ranging from one to 12 years. The Company establishes a reserve for loan amounts it does not consider recoverable, which is recorded in Compensation and benefits...

  • Page 219
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The estimated fair values are generally determined by utilizing a discounted cash flow methodology or methodologies that incorporate price-to-book and price-to-earnings multiples of certain comparable companies. The Company ...

  • Page 220
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Net Intangible Assets. Changes in the carrying amount of the Company's intangible assets for 2013 and 2012 were as follows: Institutional Securities Wealth Investment Management Management (dollars in millions) Total Amortizable ...

  • Page 221
    ...(2) The weighted average interest rates at December 31, 2013 and 2012 were driven primarily by commercial paper issued in a foreign country in which typical funding rates are significantly higher than in the U.S. (3) These borrowings included bank loans, bank notes and structured notes with original...

  • Page 222
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Long-Term Borrowings. Maturities and Terms. Long-term borrowings consisted of the following (dollars in millions): Subsidiaries Parent Company At At Fixed Variable Fixed Variable December 31, December 31, Rate Rate(1)(2) Rate Rate...

  • Page 223
    ... subsidiaries, maintains funded and unfunded committed credit facilities to support various businesses, including the collateralized commercial and residential mortgage whole loan, derivative contracts, warehouse lending, emerging market loan, structured product, corporate loan, investment banking...

  • Page 224
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Other Secured Financings. Other secured financings include the liabilities related to transfers of financial assets that are accounted for as financings rather than sales, consolidated VIEs where the Company is deemed to be the ...

  • Page 225
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Maturities and Terms: Failed sales consisted of the following: At At December 31, December 31, 2013 2012 (dollars in millions) Due in 2013 ...Due in 2014 ...Due in 2015 ...Due in 2016 ...Due in 2017 ...Due in 2018 ...Thereafter ...

  • Page 226
    ...the Financial Condition(3) Consolidated Consolidated Statements of Statements of Financial Financial Financial Instruments Other Cash Net Gross Amounts(1) Condition(2) Condition Collateral Collateral Exposure (dollars in millions) Derivative assets Bilateral OTC ...Cleared OTC(4) ...Exchange traded...

  • Page 227
    ... and U.S. government and agency securities): OTC Derivative Products-Trading Assets at December 31, 2013(1) Years to Maturity 1-3 3-5 CrossMaturity and Cash Collateral Over 5 Netting(3) (dollars in millions) Net Exposure Post-Cash Collateral Net Exposure PostCollateral Credit Rating(2) Less than...

  • Page 228
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) OTC Derivative Products-Trading Assets at December 31, 2012(1) CrossMaturity and Cash Collateral Over 5 Netting(3) (dollars in millions) Credit Rating(2) Less than 1 Years to Maturity 1-3 3-5 Net Exposure Post-Cash Collateral...

  • Page 229
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Net Investment Hedges. The Company may utilize forward foreign exchange contracts to manage the currency exposure relating to its net investments in non-U.S. dollar functional currency operations. No hedge ineffectiveness is ...

  • Page 230
    ... in the consolidated statements of financial condition (see Note 4): Derivative Assets At December 31, 2013 Fair Value Cleared Exchange Bilateral OTC OTC(1) Traded Derivatives designated as accounting hedges: Interest rate contracts ...Foreign exchange contracts ...Total derivatives designated as...

  • Page 231
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Derivative Liabilities At December 31, 2013 Fair Value Cleared Exchange Bilateral OTC OTC(1) Traded Derivatives designated as accounting hedges: Interest rate contracts ...Foreign exchange contracts ...Total derivatives designated...

  • Page 232
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Derivative Assets At December 31, 2012 Fair Value Cleared Exchange Bilateral OTC OTC(1) Traded Derivatives designated as accounting hedges: Interest rate contracts ...Foreign exchange contracts ...Total derivatives designated as ...

  • Page 233
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Derivative Liabilities At December 31, 2012 Fair Value Bilateral Cleared Exchange OTC OTC(1) Traded Derivatives designated as accounting hedges: Interest rate contracts ...$ Foreign exchange contracts ...Total derivatives ...

  • Page 234
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Derivatives Designated as Net Investment Hedges. Gains (Losses) Recognized in OCI (effective portion) 2013 2012(1) 2011 (dollars in millions) Product Type Foreign exchange contracts(2) ...Total ... $448 $448 $102 $102 $180 $...

  • Page 235
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Credit-Risk-Related Contingencies. In connection with certain OTC trading agreements, the Company may be required to provide additional collateral or immediately settle any outstanding liability balances with certain ...

  • Page 236
    ... 31, 2013: 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 237
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The table below summarizes the credit ratings and maturities of protection sold through credit default swaps and other credit contracts at December 31, 2012: Protection Sold Maximum Potential Payout/Notional Years to Maturity Less...

  • Page 238
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company also enters into index and basket credit default swaps where the credit protection provided is based upon the application of tranching techniques. In tranched transactions, the credit risk of an index or basket is ...

  • Page 239
    ... at fair value within Trading assets and Trading liabilities 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, 2013 and...

  • Page 240
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Lending Commitments. Primary lending commitments are those that are originated by the Company whereas secondary lending commitments are purchased from third parties in the market. The commitments include lending commitments that ...

  • Page 241
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The total of minimum rentals to be received in the future under non-cancelable operating subleases at December 31, 2013 was $107 million. Occupancy lease agreements, in addition to base rentals, generally provide for rent and ...

  • Page 242
    ... of the Company's standby letters of credit is provided on behalf of counterparties that are investment grade. Market Value Guarantees. Market value guarantees are issued to guarantee timely payment of a specified return to investors in certain affordable housing tax credit funds. These guarantees...

  • Page 243
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Whole Loan Sale Guarantees. The Company has provided, or otherwise agreed to be responsible for, representations and warranties regarding certain whole loan sales. Under certain circumstances, the Company may be required to ...

  • Page 244
    ... that the Company does not make payments to a Morgan Stanley Capital Trust, holders of such series of trust preferred securities would not be able to rely upon the guarantee for payment of those amounts. The Company has not recorded any liability in the consolidated financial statements for these...

  • Page 245
    ... million in 2012 and $151 million in 2011. The litigation expenses incurred in 2013 were primarily due to settlements and reserve additions related to various matters, including the Company's February 7, 2014 agreement to settle the Federal Housing Finance Agency, as Conservator v. Morgan Stanley et...

  • Page 246
    ... have a material adverse effect on the Company's consolidated financial statements as a whole, other than the matters referred to in the following paragraphs. On March 15, 2010, the Federal Home Loan Bank of San Francisco filed two complaints against the Company and other defendants in the Superior...

  • Page 247
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) America Funding Corporation et al. The complaint alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts ...

  • Page 248
    ... against the Company. The complaint is styled Morgan Stanley Mortgage Loan Trust 2006-14SL, et al. v. Morgan Stanley Mortgage Capital Holdings LLC, as successor in interest to Morgan Stanley Mortgage Capital Inc. and is pending in the Supreme Court of NY. The complaint asserts claims for breach of...

  • Page 249
    ... Requirements. Morgan Stanley. The Company is a financial holding company under the Bank Holding Company Act of 1956, as amended, and is subject to the regulation and oversight of the Federal Reserve. The Federal Reserve establishes capital requirements for the Company, including well-capitalized...

  • Page 250
    ... non-financial equity investments). The adjusted average total assets are derived using weekly balances for the period. At December 31, 2013, the Company was in compliance with the Federal Reserve's Tier 1 leverage requirement, with a Tier 1 leverage ratio of 7.6% (5% is the current well-capitalized...

  • Page 251
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company's U.S. Bank Operating Subsidiaries. The Company's U.S. bank operating subsidiaries are subject to various regulatory capital requirements as administered by U.S. federal banking agencies. Failure to meet minimum ...

  • Page 252
    ... local capital adequacy requirements. Morgan Stanley Derivative Products Inc. ("MSDP"), a derivative products subsidiary rated A3 by Moody's and AA- 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 253
    ...RSUs, excluding the awards granted for 2012 performance year. The assets of the Employee Stock Trusts are consolidated with those of the Company, and the value of the Company's stock held in the Employee Stock Trusts is classified in Morgan Stanley shareholders' equity and generally accounted for in...

  • Page 254
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Preferred Stock. The Company is authorized to issue 30 million shares of preferred stock and the Company's preferred stock outstanding consisted of the following: Shares Outstanding at December 31, 2013 Carrying Value At At ...

  • Page 255
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) During 2011, the Company and MUFG completed the conversion of MUFG Series B Preferred Stock (see "MUFG Stock Conversion" above). Series E Preferred Stock. On September 30, 2013, the Company issued 34,500,000 Depositary Shares, for...

  • Page 256
    ...exchange rates on its net investments in non-U.S. dollar subsidiaries by selling the appropriate non-U.S. dollar currency in the forward market. Under some circumstances, however, the Company may elect not to hedge its net investments in certain foreign operations due to market conditions, including...

  • Page 257
    ... CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 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 for the period. Common shares outstanding include common stock...

  • Page 258
    ... follows: 2013 2012 2011 (dollars in millions) Interest income(1): Trading assets(2) ...Securities available for sale ...Loans ...Interest bearing deposits with banks ...Federal funds sold and securities purchased under agreements to resell and Securities borrowed ...Other ...Total interest income...

  • Page 259
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The components of the Company's stock-based compensation expense (net of cancellations) are presented below: 2013 2012 2011 (dollars in millions) Restricted stock units(1) ...Stock options ...Performance-based stock units ......

  • Page 260
    ...plans. The plans provide for the deferral of a portion of certain key employees' incentive compensation with awards made in the form of stock options generally having an exercise price not less than the fair value of the Company's common stock on the date of grant. Such stock option awards generally...

  • Page 261
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) employment. Stock option awards have vesting, restriction and cancellation provisions that are generally similar to those in restricted stock units. The weighted average fair value of the Company's options granted during 2013 and ...

  • Page 262
    ... 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 2013 and 2012 awards) and to members of a comparison peer group (for the 2011 award). The number of PSUs ultimately earned for this portion of the awards will be...

  • Page 263
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Because the payout depends on the Company's total shareholder return relative to a comparison group, the valuation also depended on the performance of the stocks in the comparison group as well as estimates of the correlations ...

  • Page 264
    ... plans generally provide pension benefits that are based on each employee's years of credited service and on compensation levels specified in the plans. The Company's policy is to fund at least the amounts sufficient to meet minimum funding requirements under applicable employee benefit and tax...

  • Page 265
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income) on a pretax basis in 2013, 2012 and 2011 were as follows: 2013 Pension Postretirement 2012 2011 2013 2012 2011 (dollars in ...

  • Page 266
    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 2013 and 2012: Pension Postretirement (dollars in millions) ...

  • Page 267
    ... 2012 2013 2012 (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 cost (credit...

  • Page 268
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents the weighted average assumptions used to determine benefit obligations at periodend: Pension December 31, December 31, 2013 2012 Postretirement December 31, December 31, 2013 2012 Discount rate ......

  • Page 269
    ...STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The allocation among investment managers of the Company's U.S. Qualified Plan is reviewed by the Morgan Stanley Retirement Plan Investment Committee (the "Investment Committee") on a regular basis. When the exposure to a given investment...

  • Page 270
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) funds and foreign corporate bond funds invest in individual securities quoted on a recognized stock exchange or traded in a regulated market and certain bond funds that aim to produce returns as close as possible to certain ...

  • Page 271
    ... ...Total U.S. government and agency securities ...Corporate and other debt: State and municipal securities ...Collateralized debt obligations ...Total corporate and other debt ...Corporate equities ...Derivative contracts(2) ...Derivative-related cash collateral receivable ...Commingled trust funds...

  • Page 272
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents changes in Level 3 pension assets measured at fair value for 2013: Actual Return on Plan Assets Actual Purchases, Related to Return Sales, Beginning Assets Still on Plan Other Ending Balance at Held at...

  • Page 273
    ... defined contribution pension plans that cover substantially all employees of certain non-U.S. subsidiaries. Under such plans, benefits are determined based on a fixed rate of base salary with certain vesting requirements. In 2013, 2012 and 2011, the Company's expense related to these plans was $111...

  • Page 274
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table reconciles the provision for (benefit from) income taxes to the U.S. federal statutory income tax rate: 2013 2012(1) 2011 U.S. federal statutory income tax rate ...U.S. state and local income taxes, net of ...

  • Page 275
    ... the applicable accounting literature, this reversal of a previously established valuation allowance due to a change in circumstances was recognized in income from continuing operations during the quarter ended March 31, 2011. Additionally, in 2011 the Company recognized a discrete tax benefit of...

  • Page 276
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) During 2013, the valuation allowance was decreased by $10 million related to the ability to utilize certain state capital losses. The Company had tax credit carryforwards for which a related deferred tax asset of $4,932 million ...

  • Page 277
    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 2013, 2012 and 2011 (dollars in millions): Unrecognized Tax Benefits Balance at December 31, 2010 ...Increase based...

  • Page 278
    ... a wide range of financial products and services to its customers in each of its business segments: Institutional Securities, Wealth Management and Investment Management. For further discussion of the Company's business segments, see Note 1. Revenues and expenses directly associated with each...

  • Page 279
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Selected financial information for the Company's segments is presented below: 2013 Institutional Securities Wealth Investment Intersegment Management Management Eliminations (dollars in millions) Total Total non-interest revenues...

  • Page 280
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 2012 Institutional Securities(3) Wealth Investment Intersegment Management(3) Management Eliminations (dollars in millions) Total Total non-interest revenues ...Interest income ...Interest expense ...Net interest ...Net revenues ...

  • Page 281
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 2011 Institutional Securities(3) Wealth Investment Management(3) Management (dollars in millions) Intersegment Eliminations Total Total non-interest revenues(4) ...Interest income ...Interest expense ...Net interest ...Net ...

  • Page 282
    .... The following presents certain equity method investees at December 31, 2013 and 2012: Book Value(1) December 31, December 31, 2013 2012 (dollars in millions) Percent Ownership Mitsubishi UFJ Morgan Stanley Securities Co., Ltd...Lansdowne Partners(2) ...Avenue Capital Group(2)(3) ...276 40% 19...

  • Page 283
    ... During 2011, the Company recorded initial costs of $130 million related to the formation of this new Chinese securities joint venture in Other expenses in the consolidated statement of income. The joint venture, Morgan Stanley Huaxin Securities Company Limited, is registered and principally located...

  • Page 284
    ... trading of bonds (including 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 Investment Management business segment. The Company also invests...

  • Page 285
    ...Company Only Condensed Statements of Financial Condition (dollars in millions, except share data) December 31, 2013 December 31, 2012 Assets Cash and due from banks ...Deposits with banking subsidiaries ...Interest bearing deposits with banks ...Trading assets, at fair value ...Securities purchased...

  • Page 286
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Parent Company Only Condensed Statements of Income and Comprehensive Income (dollars in millions) 2013 2012 2011 Revenues: Dividends from non-bank subsidiaries ...Trading ...Investments ...Other ...Total non-interest revenues ......

  • Page 287
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Parent Company Only Condensed Statements of Cash Flows (dollars in millions) 2013 2012 2011 CASH FLOWS FROM OPERATING ACTIVITIES Net income ...Adjustments to reconcile net income to net cash provided by (used for) operating ...

  • Page 288
    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 289
    ... the incorrect application of hedge accounting on certain derivative contracts previously designated as net investment hedges of certain foreign, non-U.S. dollar denominated subsidiaries. This amount included a pretax gain of approximately $191 million related to the first quarter of 2012, with the...

  • Page 290
    ... on January 24, 2014. Legal Matters. On February 4, 2014, and subsequent to the release of the Company's 2013 earnings on January 17, 2014, legal reserves were increased within the Institutional Securities business segment, related to the settlement with the Federal Housing Finance Agency (see Note...

  • Page 291
    ... Balance Interest Rate (dollars in millions) Assets Interest earning assets: Trading assets(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 resell...

  • Page 292
    ... Balance Interest Rate (dollars in millions) Assets Interest earning assets: Trading assets(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 resell...

  • Page 293
    ... Balance Interest Rate (dollars in millions) Assets Interest earning assets: Trading assets(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 resell...

  • Page 294
    ...) due to change in: Volume Rate (dollars in millions) Net Change Interest earning assets Trading assets: 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 295
    ...) due to change in: Volume Rate (dollars in millions) Net Change Interest earning assets Trading assets: 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 296
    ...-end balances are used. (2) Deposits are primarily located in U.S. offices. Ratios 2013 2012 2011 Net income to average assets ...Return on average common equity(1) ...Return on total equity(2) ...Dividend payout ratio(3) ...Total average common equity to average assets ...Total average equity...

  • Page 297
    ... 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 where certain criteria were met in accordance with applicable offsetting...

  • Page 298
    ... 7,850 5,712 3,979 2,883 (1) Other includes Non-banking financial institutions and others in the 2013 presentation. For cross-border exposure that exceeds 0.75% but does not exceed 1% of the Company's consolidated assets, Ireland, Switzerland and China had a total cross-border exposure of $20,534...

  • Page 299
    ... 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, 2013. In making this assessment, management used the criteria set forth by the Committee...

  • Page 300
    ...internal control over financial reporting of Morgan Stanley and subsidiaries (the "Company") as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management...

  • Page 301
    ... Control Over Financial Reporting. No change in the Company's internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the quarter ended December 31, 2013 that materially affected, or is reasonably likely to materially affect, the Company...

  • Page 302
    ... 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 303
    ... Investment Representative Compensation Plan ("FAIRCP"), which was terminated effective December 31, 2011, and the Morgan Stanley 2009 Replacement Equity Incentive Compensation Plan for Morgan Stanley Smith Barney Employees ("REICP"), which was terminated effective December 31, 2012. However, awards...

  • Page 304
    ... to this Annual Report on Form 10-K. *** Other information relating to security ownership of certain beneficial owners and management is set forth under the caption "Item 1-Election of Directors-Beneficial Ownership of Company Common Stock" in Morgan Stanley's Proxy Statement and such information...

  • Page 305
    ... 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 E-1 and is incorporated herein...

  • Page 306
    ... Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2014. MORGAN STANLEY (REGISTRANT) By: /s/ JAMES P. GORMAN (James P. Gorman) Chairman of the Board and Chief Executive Officer POWER...

  • Page 307
    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/ ...

  • Page 308
    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM 10-K For the year ended December 31, 2013 Commission File No. 1-11758

  • Page 309
    ...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 310
    ... The Bank of New York, as property trustee, The Bank of New York (Delaware), as Delaware Trustee and the administrators named therein (Exhibit 4 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended May 31, 2003). Amended and Restated Trust Agreement of Morgan Stanley Capital Trust...

  • Page 311
    ... Morgan Stanley and State Street Bank and Trust Company (Exhibit 10.1 to Morgan Stanley's Annual Report on Form 10-K for the year ended December 31, 2011). Transaction Agreement dated as of April 21, 2011 between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc. (Exhibit 10.1 to Morgan Stanley...

  • Page 312
    ... Plan Award Certificate (Exhibit 10.1 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended August 31, 2004). Form of Management Committee Equity Award Certificate for Discretionary Retention Award of Stock Units and Stock Options (Exhibit 10.30 to Morgan Stanley's Annual Report...

  • Page 313
    ... 30, 2009). Form of Award Certificate under the 2007 Notional Leveraged Co-Investment Plan for Certain Management Committee Members (Exhibit 10.8 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended February 29, 2008). Governmental Service Amendment to Outstanding Stock Option and...

  • Page 314
    ...of Award Certificate for Long-Term Incentive Program Awards (Exhibit 10.6 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). Statement Re: Computation of Ratio of Earnings to Fixed Charges and Computation of Ratio of Earnings to Fixed Charges and Preferred Stock...