Morgan Stanley 2009 Annual Report Download

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the year ended December 31, 2009
Commission File Number 1-11758
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1585 Broadway
New York, NY 10036
(Address of principal executive offices,
including zip code)
36-3145972
(I.R.S. Employer Identification No.)
(212) 761-4000
(Registrant’s telephone number,
including area code)
Title of each class
Name of exchange on
which registered
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value .................................................................................. NewYork Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series A, $0.01
par value ................................................................................................... NewYork Stock Exchange
6
1
4
% Capital Securities of Morgan Stanley Capital Trust III (and Registrant’s guaranty with respect thereto) ..................... NewYork Stock Exchange
6
1
4
% Capital Securities of Morgan Stanley Capital Trust IV (and Registrant’s guaranty with respect thereto) ..................... NewYork Stock Exchange
5
3
4
% Capital Securities of Morgan Stanley Capital Trust V (and Registrant’s guaranty with respect thereto) ...................... NewYork Stock Exchange
6.60% Capital Securities of Morgan Stanley Capital Trust VI (and Registrant’s guaranty with respect thereto) ..................... NewYork Stock Exchange
6.60% Capital Securities of Morgan Stanley Capital Trust VII (and Registrant’s guaranty with respect thereto) .................... NewYork Stock Exchange
6.45% Capital Securities of Morgan Stanley Capital Trust VIII (and Registrant’s guaranty with respect thereto) ................... NewYork Stock Exchange
Exchangeable Notes due December 30, 2010; Exchangeable Notes due June 30, 2011 ........................................ NYSE Amex LLC
BRIDGESSM due June 15, 2010 ................................................................................... NYSE Arca, Inc.
Capital Protected Notes due April 20, 2010; Capital Protected Notes due July 20, 2010 (2 issuances); Capital Protected Notes due
August 30, 2010; Capital Protected Notes due October 30, 2010; Capital Protected Notes due January 30, 2011; Capital Protected
Notes due February 20, 2011; Capital Protected Notes due March 30, 2011 (2 issuances); Capital Protected Notes due June 30, 2011;
Capital Protected Notes due August 20, 2011; Capital Protected Notes due October 30, 2011; Capital Protected Notes due
December 30, 2011; Capital Protected Notes due September 30, 2012 ................................................... NYSE Arca, Inc.
Capital Protected Notes due September 1, 2010 .................................................................... TheNASDAQ Stock Market LLC
MPSSM due June 15, 2010; MPS due December 30, 2010; MPS due March 30, 2012 ......................................... NYSE Arca, Inc.
MPS due December 30, 2010 ..................................................................................... NYSE Amex LLC
Stock Participation Notes due September 15, 2010; Stock Participation Notes due December 30, 2010 ........................... NYSE Amex LLC
Buffered PLUSSM due December 20, 2010; Buffered PLUS due March 20, 2011 ............................................ NYSE Arca, Inc.
PROPELSSM due December 30, 2011 (3 issuances) ................................................................... NYSE Arca, Inc.
Protected Absolute Return Barrier Notes due March 20, 2010; Protected Absolute Return Barrier Notes due July 20, 2010; Protected
Absolute Return Barrier Notes due August 20, 2010; Protected Absolute Return Barrier Notes due March 20, 2011 .............. NYSE Arca, Inc.
Strategic Total Return Securities due July 30, 2011 ................................................................... NYSE Arca, Inc.
Market Vectors ETNs due March 31, 2020 (2 issuances); Market Vectors ETNs due April 30, 2020 (2 issuances) .................. NYSE Arca, Inc.
Targeted Income Strategic Total Return Securities due March 30, 2010; Targeted Income Strategic Total Return Securities due July 30,
2011; Targeted Income Strategic Total Return Securities due January 15, 2012 ........................................... NYSE Arca, Inc.
Targeted Income Strategic Total Return Securities due October 30, 2011 .................................................. TheNASDAQ Stock Market LLC
Indicate by check mark if Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ÈNO
Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO È
Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ÈNO
Indicate by check mark 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to
submit and post such files). Yes ÈNo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer È
Non-Accelerated Filer
(Do not check if a smaller reporting company)
Accelerated Filer
Smaller reporting company
Indicate by check mark whether Registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES NO È
As of June 30, 2009, the aggregate market value of the common stock of Registrant held by non-affiliates of Registrant was approximately $38,566,093,047. This calculation
does not reflect a determination that persons are affiliates for any other purposes.
As of January 31, 2010, there were 1,398,087,044 shares of Registrant’s common stock, $0.01 par value, outstanding.
Documents Incorporated By Reference: Portions of Registrant’s definitive proxy statement for its 2010 annual meeting of shareholders are incorporated by reference in Part
III of this Form 10-K.

Table of contents

  • Page 1
    ... Absolute Return Barrier Notes due March 20, 2010; Protected Absolute Return Barrier Notes due July 20, 2010; Protected Absolute Return Barrier Notes due August 20, 2010; Protected Absolute Return Barrier Notes due March 20, 2011 ...Strategic Total Return Securities due July 30, 2011 ...Market...

  • Page 2
    ...Critical Accounting Policies ...Liquidity and Capital Resources ...Item 7A. Quantitative and Qualitative Disclosures about Market Risk ...Item 8. Financial Statements and Supplementary Data ...Report of Independent Registered Public Accounting Firm ...Consolidated Statements of Financial Condition...

  • Page 3
    ... on Accounting and Financial Disclosure ...Item 9A. Controls and Procedures ...Item 9B. Other Information ...Part III Item 10. Directors, Executive Officers and Corporate Governance ...Item 11. Executive Compensation ...Item 12. Security Ownership of Certain Beneficial Owners and Management and...

  • Page 4
    ... effect of market conditions, particularly in the global equity, fixed income and credit markets, including corporate and mortgage (commercial and residential) lending and commercial real estate investments; • the impact of current, pending and future legislation, regulation, and legal actions in...

  • Page 5
    ...30, 2007 ("fiscal 2007") and the one month ended December 31, 2008 is included in the consolidated financial statements and the notes thereto in "Financial Statements and Supplementary Data" in Part II, Item 8. Available Information. Morgan Stanley files annual, quarterly and current reports, proxy...

  • Page 6
    ... lending; sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; and investment activities. Global Wealth Management Group, which includes the Company's 51% interest in Morgan Stanley Smith Barney...

  • Page 7
    ...income-linked notes, and securities issued by structured investment vehicles, mortgage-related and other asset-backed securities and real estate-loan products, municipal securities, preferred stock and commercial paper, money-market and other short-term securities. Morgan Stanley is a primary dealer...

  • Page 8
    ... to public and private companies, funds and other entities generally for proprietary purposes to maximize total returns to Morgan Stanley. Morgan Stanley sponsors and manages investment vehicles and separate accounts for clients seeking exposure to private equity, real estate-related and other...

  • Page 9
    ... Management Group offers its clients access to several cash management services through various affiliates, including cash sweeps, debit cards, electronic bill payments and check writing, as well as lending products, including securities based lending, mortgage loans and home equity lines of credit...

  • Page 10
    ... managers located in the U.S., Europe, Japan, Singapore and India manage investment products ranging from money market funds to equity, taxable and tax-exempt fixed income funds and alternative investment and merchant banking products in developed and emerging markets. Morgan Stanley offers clients...

  • Page 11
    ... Wealth Management Group. Morgan Stanley's competitive position depends on innovation, execution capability and relative pricing. Morgan Stanley competes directly in the U.S. and globally with other securities and financial services firms and brokerdealers, and with others on a regional or product...

  • Page 12
    ... own Federal Deposit Insurance Corporation ("FDIC")insured institutions to also engage in private equity, hedge fund and proprietary trading activities; requiring firms to maintain plans for their dissolution; requiring the financial industry to pay into a fund designed to help unwind failing firms...

  • Page 13
    ... retail broker Morgan Stanley Smith Barney LLC ("MSSB LLC"). Morgan Stanley Trust also conducts certain transfer agency, sub-accounting and other activities. It is an FDIC-insured federal savings bank whose activities are subject to comprehensive regulation and periodic examination by the Office of...

  • Page 14
    ... the end of the original two-year or subsequent one-year grace periods discussed above. Morgan Stanley does not believe that any such required divestment will have a material adverse impact on its financial condition or results of operations. Consolidated Supervision. As a financial holding company...

  • Page 15
    ... a total capital ratio (total capital to risk-weighted assets) of at least 10% and a Tier 1 capital ratio of at least 6% in order to qualify as well capitalized and for the holding company parent to be able to qualify as a financial holding company. Morgan Stanley currently calculates its capital...

  • Page 16
    ... under common control by the same bank holding company. As FDIC-insured depository institutions, Morgan Stanley Bank, N.A. and Morgan Stanley Trust are exposed to each other's losses. In addition, both institutions are exposed to changes in the cost of FDIC insurance. In 2009, the FDIC levied...

  • Page 17
    ... policies and procedures. Institutional Securities and Global Wealth Management Group. Broker-Dealer Regulation. Morgan Stanley's primary U.S. broker-dealer subsidiaries, MS&Co. and MSSB LLC, are registered broker-dealers with the SEC and in all 50 states, the District of Columbia, Puerto Rico...

  • Page 18
    coverage, MS&Co. has purchased additional protection for the benefit of its customers in the form of an annual policy issued by certain underwriters and various insurance companies that provides protection for all clients up to the remaining net equity securities balance in their accounts, subject ...

  • Page 19
    ... the Investment Banking Division. Colm Kelleher (52). Executive Vice President and Co-President of Institutional Securities of Morgan Stanley (since January 2010). Chief Financial Officer and Co-Head of Strategic Planning (October 2007 to December 2009). Head of Global Capital Markets (February 2006...

  • Page 20
    ... (July 2004 to July 2005) of Credit Suisse Group. Partner at the law firm of Davis Polk & Wardwell (September 1989 to October 2001). Kenneth M. deRegt (54). Executive Vice President and Chief Risk Officer of Morgan Stanley (since February 2008). Managing Director of Aetos Capital, LLC, an investment...

  • Page 21
    ... to raise funding in the long-term or short-term debt capital markets or the equity capital markets or our inability to access the secured lending markets. Factors that we cannot control, such as disruption of the financial markets or negative views about the financial services industry generally...

  • Page 22
    Our liquidity and financial condition have in the past been, and in the future could be, adversely affected by U.S. and international markets and economic conditions. Our ability to raise funding in the long-term or short-term debt capital markets or the equity markets, or to access secured lending ...

  • Page 23
    ... obligations to make payments to us; extending credit to clients through various lending commitments; providing 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; and posting margin and/or...

  • Page 24
    ... could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This is sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with...

  • Page 25
    ..., the actions of the Fed 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 of...

  • Page 26
    ...the energy markets, including those engaged in power generation and liquid hydrocarbons trading. Regulatory reforms currently underway are likely to include significant regulation of OTC derivatives markets, which could include mandated exchange trading and clearing, position limits, margin, capital...

  • Page 27
    ... compete with commercial banks, insurance companies, sponsors of mutual funds, hedge funds, energy companies and other companies offering financial services in the U.S., globally and through the internet. We compete on the basis of several factors, including transaction execution, capital or access...

  • Page 28
    ...joint ventures or strategic alliances, we face numerous risks and uncertainties combining or integrating the relevant businesses and systems, including the need to combine accounting and data processing systems and management controls and to integrate relationships with clients and business partners...

  • Page 29
    .... Management of market, credit, liquidity, operational, legal and regulatory risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events, and these policies and procedures may not be fully effective. For more information on...

  • Page 30
    ... Management Group Headquarters) 522 Fifth Avenue New York, New York (Asset 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 Headquarters) Canary Wharf...

  • Page 31
    ...stock ownership plan against the Company and other parties, including certain present and former directors and officers, under the Employee Retirement Income Security Act of 1974 ("ERISA"). In February 2008, these actions were consolidated in a single proceeding, which is styled In re Morgan Stanley...

  • Page 32
    ... Morgan Stanley Mortgage Pass-Through Certificate Litig, is pending in the SDNY. On September 15, 2009, the lead plaintiff filed a consolidated amended complaint which defendants have moved to dismiss. Beginning in 2007, the Company was named as a defendant in several putative class action lawsuits...

  • Page 33
    ... 2007 and the calendar year ended December 31, 2009. The complaint, which is styled Security and Fire Professionals of America Retirement Fund, et al. v. John J. Mack, et. al., names as defendants the Company's Board of Directors and certain present and former officers and directors. Morgan Stanley...

  • Page 34
    ... and Issuer Purchases of Equity Securities. Morgan Stanley's common stock trades on the NYSE under the symbol "MS." As of February 22, 2010, Morgan Stanley had approximately 92,935 holders of record; however, Morgan Stanley believes the number of beneficial owners of common stock exceeds this...

  • Page 35
    ...of Morgan Stanley of its common stock during the fourth quarter of the year ended December 31, 2009. Issuer Purchases of Equity Securities (dollars in millions, except per share amounts) Total Number of Shares Purchased Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs...

  • Page 36
    ...prices are adjusted to reflect the spin-off of Discover Financial Services completed on June 30, 2007. This graph does not forecast future performance of the Company's common stock. CUMULATIVE TOTAL RETURN December 31, 2004 - December 31, 2009...2006 ...12/31/2007 ...12/31/2008 ...12/31/2009 ... $100....

  • Page 37
    ... Financial Data. MORGAN STANLEY SELECTED FINANCIAL DATA (dollars in millions, except share and per share data) Fiscal Year 2009(1)(2) 2008(3) Fiscal Year 2007(3) Fiscal Year 2006(3) One Month Fiscal Ended Year December 31, 2005(3) 2008(2)(3) Income Statement Data: Revenues: Investment banking...

  • Page 38
    ...,928 (1) Information includes Morgan Stanley Smith Barney Holdings LLC ("MSSB") effective May 31, 2009 (see Note 3 to the consolidated financial statements). (2) On December 16, 2008, the Board of Directors of the Company (the "Board") approved a change in the Company's fiscal year end from November...

  • Page 39
    ... Securities includes capital raising; financial advisory services, including advice on mergers and acquisitions, restructurings, real estate and project finance; corporate lending; sales, trading, financing and market-making activities in equity and fixed income securities and related products...

  • Page 40
    ...MSCI are reported as discontinued operations for all periods presented. Crescent. Discontinued operations in 2009, fiscal 2008 and the one month ended December 31, 2008 include operating results and gains (losses) related to the disposition of Crescent, a former real estate subsidiary of the Company...

  • Page 41
    Executive Summary. Financial Information. Fiscal Year 2008(2) Fiscal Year 2007(2) One Month Ended December 31, 2008(2) 2009(1) Net revenues (dollars in millions): Institutional Securities ...$12,777 $14,738 $15,730 Global Wealth Management Group ...9,390 7,019 6,625 Asset Management ...1,337 548 ...

  • Page 42
    ...): Parent company liquidity ...Bank and other subsidiary liquidity ...Total liquidity ...Capital ratios at December 31, 2009(14): Total capital ratio ...Tier 1 capital ratio ...Tier 1 leverage ratio ...Tier 1 common ratio ...Consolidated assets under management or supervision by asset class (dollars...

  • Page 43
    ...'s long-term and short-term borrowings, primarily structured notes, in 2009. Regional net revenues reflect the regional view of the Company's consolidated net revenues, on a managed basis, based on the following methodology: Institutional Securities: advisory and equity underwriting-client location...

  • Page 44
    ... of the Company's Federal Deposit Insurance Corporation (the "FDIC") insured depository institutions for the benefit of retail clients through their accounts. (26) Source: Lipper, one-year performance excluding money market funds as of December 31, 2009, November 30, 2008, November 30, 2007 and...

  • Page 45
    ... operations for 2009 reflected the pre-tax net gain of $625 million related to the sale of the Company's remaining ownership interest in MSCI and the disposition of Crescent (see Note 23 to the consolidated financial statements). Diluted EPS were $(0.77) in 2009 compared with $1.39 in fiscal 2008...

  • Page 46
    ... million in 2009 from fiscal 2008. The decline in 2009 was primarily due to lower net revenues from derivative products and equity cash products, reflecting lower levels of market volume and market volatility, and lower average prime brokerage client balances. Equity sales and trading revenues were...

  • Page 47
    ... year included seven months of operating results for MSSB, which closed on May 31, 2009. Fiscal 2008 included a pre-tax gain of $687 million related to the sale of MSWM S.V. Fiscal 2008 also included a charge of $532 million associated with the Auction Rate Securities ("ARS") repurchase program...

  • Page 48
    ... of operations in 2009, fiscal 2008 and the one month ended December 31, 2008. Morgan Stanley Debt. Net revenues reflected (losses) gains from the (tightening) widening of the Company's credit spreads on certain long-term and short-term borrowings, including structured notes and junior subordinated...

  • Page 49
    ...-Real Estate" herein for further information. Corporate Lending. The Company recorded the following amounts primarily associated with loans and lending commitments carried at fair value within the Institutional Securities business segment: One Month Ended Fiscal December 31, 2008(1) 2009(1) 2008...

  • Page 50
    ...one month ended December 31, 2008, respectively, related to securities issued by structured investment vehicles ("SIV"). The Company no longer has any SIV positions on the consolidated statements of financial condition as of December 31, 2009. Income Tax Benefit. The Company recognized a tax benefit...

  • Page 51
    ...Securities business segment to the Global Wealth Management Group business segment related to the bank deposit program. Losses before income taxes recorded in Intersegment Eliminations were $11 million, $17 million, $84 million and $1 million in 2009, fiscal 2008, fiscal 2007 and the one month ended...

  • Page 52
    ... SECURITIES INCOME STATEMENT INFORMATION One Month Ended December 31, 2008 2009 Fiscal Fiscal 2008 2007 (dollars in millions) Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Commissions ...Asset management, distribution and administration fees ...Other ...Total...

  • Page 53
    ... $177 Investment banking revenues are composed of fees from advisory services and revenues from the underwriting of securities offerings and syndication of loans. Sales and Trading. Sales and trading revenues were as follows: One Month Ended December 31, 2008 2009 Fiscal Fiscal 2008 2007 (dollars...

  • Page 54
    ... of the Company's long-term and short-term borrowings, primarily structured notes, for which the fair value option was elected, compared with a benefit of approximately $1,604 million in fiscal 2008 related to the widening of the Company's credit spreads. In 2009, equity sales and trading revenues...

  • Page 55
    ... short-term borrowings, primarily structured notes, for which the fair value option was elected. Fiscal 2008 reflected a benefit of approximately $3,524 million due to the widening of the Company's credit spreads on such borrowings. Other. In addition to the equity and fixed income sales and trading...

  • Page 56
    ... in fiscal 2008 and reflected higher net revenues from derivative products and slightly higher results in prime brokerage. Equity sales and trading revenues also benefited from the widening of the Company's credit spreads on financial instruments that are accounted for at fair value, including, but...

  • Page 57
    ... grade companies, writedowns of securities of approximately $1.2 billion in the Company's Subsidiary Banks and mark-to-market gains of approximately $1,352 million on certain swaps previously designated as hedges of a portion of the Company's long-term debt. In fiscal 2007, other sales and trading...

  • Page 58
    ... one month ended December 31, 2007. The one month ended December 31, 2008 included writedowns related to mortgage-related securities portfolios in the Company's Subsidiary Banks, partially offset by mark-to-market gains on loans and lending commitments and related hedges. Principal transactions net...

  • Page 59
    ... Citi's interest in MSSB. 2009 Compared with Fiscal 2008 Investment Banking. Global Wealth Management Group investment banking includes revenues from the distribution of equity and fixed income securities, including initial public offerings, secondary offerings, closed-end funds and unit trusts...

  • Page 60
    ...fees for investment management, account services and administration. The Company also receives shareholder servicing fees and fees for services it provides in distributing certain open-ended mutual funds and other products. Mutual fund distribution fees are based on either the average daily fund net...

  • Page 61
    ... from clients and previously held on the Company's consolidated statement of financial condition and losses associated with investments that benefit certain employee deferred compensation plans. Principal transactions net investment losses were $54 million in fiscal 2008 compared with net investment...

  • Page 62
    ... program. Net revenues were $409 million, a 24% decrease, primarily related to lower asset management, distribution and administration fees, lower commissions and lower investment banking fees. Client assets in fee-based accounts decreased 31% to $138 billion and decreased as a percentage of total...

  • Page 63
    ... MANAGEMENT INCOME STATEMENT INFORMATION One Month Ended December 31, 2008 2009 Fiscal Fiscal 2008 2007 (dollars in millions) Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Commissions ...Asset management, distribution and administration fees ...Other ...Total...

  • Page 64
    ...Fiscal 2008(1) 2009 2008(1) (dollars in billions) One Month Ended December 31, 2008(1) Fiscal 2007(1) Assets under management or supervision by asset class: Core asset management: Equity ...Fixed income-long term ...Money market ...Alternatives(2) ...Total core asset management ...Merchant banking...

  • Page 65
    ...31, 2008(1) 2007(1) 2008(1) (dollars in billions) 2009 Balance at beginning of period ...Net flows by asset class: Core asset management: Equity ...Fixed income-long term ...Money market ...Alternatives(2) ...Total core asset management ...Merchant banking: Private equity ...Infrastructure ...Real...

  • Page 66
    ... negative outflows across all asset classes. The Company's decline in assets under management from December 31, 2008 to December 31, 2009 included net customer outflows of $41.1 billion, primarily in the Company's money market, long-term fixed income and equity funds. Other. Other revenues decreased...

  • Page 67
    ... driven by investments associated with the Company's real estate products and private equity portfolio, including employee deferred compensation plans and co-investment plans. Asset management, distribution and administration fees decreased 14% in fiscal 2008. The decrease was primarily due to...

  • Page 68
    ... that own FDIC-insured institutions to also engage in private equity, hedge fund and proprietary trading activities; requiring firms to maintain plans for their dissolution; requiring the financial industry to pay into a fund designed to help unwind failing firms; providing regulators with new means...

  • Page 69
    ... be designated as a systemically important firm, and the consequences of systemic regulation, including a potential requirement for additional higher quality capital and liquidity and decreased leverage, could materially impact the Company's business. A substantial number of the financial reforms...

  • Page 70
    ... in earnings. These obligations are reflected in the consolidated statement of financial condition as Financial instruments sold, not yet purchased-derivatives and other contracts. Real Estate. The Company acts as the general partner for various real estate funds and also invests in certain of these...

  • Page 71
    ...$2 million for 2009, fiscal 2008, fiscal 2007 and the one month ended December 31, 2008, respectively. See Notes 2 and 19 to the consolidated financial statements for more information on the Company's defined benefit pension and postretirement plans, including the adoption of accounting guidance for...

  • Page 72
    ... which require the Company to make estimates and assumptions (see Note 1 to the consolidated financial statements). The Company believes that of its significant accounting policies (see Note 2 to the consolidated financial statements), the following involve a higher degree of judgment and complexity...

  • Page 73
    ...are independent from the trading desks. Additionally, groups independent from the trading divisions within the Financial Control, Market Risk and Credit Risk Management Department ("Credit Risk Management") participate in the review and validation of the fair values generated from pricing models, as...

  • Page 74
    ..., contributes derivative pricing information to aggregation services that synthesize the data and make it accessible to subscribers. This information is then used to evaluate the fair value of these OTC derivative products. For more information regarding the Company's risk management practices...

  • Page 75
    ... the following: • Transferring financial assets into SPEs; • Acting as an underwriter of beneficial interests issued by securitization vehicles; • Holding one or more classes of securities issued by, or making loans to or investments in, SPEs that hold debt, equity, real estate or other assets...

  • Page 76
    .../or investing in other structured transactions designed to provide enhanced, tax-efficient yields to the Company or its clients. The Company engages in securitization activities related to commercial and residential mortgage loans, U.S. agency collateralized mortgage obligations, corporate bonds and...

  • Page 77
    ... the primary beneficiary of a VIE, requires significant judgment (see Notes 1 and 6 to the consolidated financial statements). See "Accounting Developments-Transfers of Financial Assets and Extinguishment of Liabilities and Consolidations of Variable Interest Entities" herein for information on...

  • Page 78
    ... consolidated statements of financial condition, liquidity and capital structure. The Balance Sheet. The Company actively monitors and evaluates the composition and size of its balance sheet. A substantial portion of the Company's total assets consists of liquid marketable securities and short-term...

  • Page 79
    ... 31, 2009 2008 2009 (dollars in millions, except ratio data) Total assets ...Common equity ...Preferred equity ...Morgan Stanley shareholders' equity ...Junior subordinated debentures issued to capital trusts ...Subtotal ...Less: Goodwill and net intangible assets(2) ...Tangible Morgan Stanley...

  • Page 80
    ... the offerings, MUFG received $0.7 billion of common stock in exchange for 640,909 shares of the Company's Series C Preferred Stock. See Note 13 to the consolidated financial statements for further discussion of these transactions. Equity Capital Management Policies. The Company's senior management...

  • Page 81
    ... to tightening of the Company's own credit spreads. Average Tier 1 capital and common equity allocated to the Global Wealth Management Group business segment increased from fiscal 2008 driven by higher operational risk associated with the addition of Smith Barney's business activities in connection...

  • Page 82
    .... Comprehensive financing guidelines (secured funding, long-term funding strategy, surplus capacity, diversification and staggered maturities) support the Company's target liquidity profile. Contingency Funding Plan. The CFP is the Company's primary liquidity risk management tool. The CFP models...

  • Page 83
    ... the Company's equity capital, long-term debt, repurchase agreements, securities lending, deposits, commercial paper, letters of credit and lines of credit. The Company has active financing programs for both standard and structured products in the U.S., European and Asian markets, targeting global...

  • Page 84
    ... under the CPFF program. Deposits. The Company's bank subsidiaries' funding sources include bank deposit sweeps, repurchase agreements, federal funds purchased, certificates of deposit, money market deposit accounts, commercial paper and Federal Home Loan Bank advances. Deposits were as follows...

  • Page 85
    ...,020 16,866 60,551 $193,374 See Note 9 to the consolidated financial statements for further information on long-term borrowings. Credit Ratings. The Company relies on external sources to finance a significant portion of its day-to-day operations. The cost and availability of financing generally are...

  • Page 86
    ... to U.S. agency collateralized mortgage obligations, commercial mortgage loan and residential mortgage loan securitization transactions. For further information about the Company's securitization activities, see Notes 2 and 6 to the consolidated financial statements. The Company has entered into...

  • Page 87
    ...primary and secondary lending commitments. Standby letters of credit are recorded at fair value within Financial instruments owned or Financial instruments sold, not yet purchased in the consolidated statements of financial condition. (4) Amounts include guarantees issued by consolidated real estate...

  • Page 88
    ...any related debt or trading obligations) are included in the Company's consolidated financial statements. See Note 11 to the consolidated financial statements for information on trust preferred securities, indemnities, exchange/clearinghouse member guarantees, general partner guarantees, securitized...

  • Page 89
    ... days. (4) Amount includes a $200 million lending facility to a real estate fund sponsored by the Company. For further description of these commitments, see Note 11 to the consolidated financial statements and "Quantitative and Qualitative Disclosures about Market Risk-Credit Risk" in Part II...

  • Page 90
    ... and secured long-term financings based on applicable interest rates as of December 31, 2009. Includes stated coupon rates, if any, on structured or index-linked notes. (3) See Note 11 to the consolidated financial statements. (4) Purchase obligations for goods and services include payments for...

  • Page 91
    .... For a further discussion of fair value, see Note 4 to the consolidated financial statements. Tier 2 capital consists principally of qualifying subordinated debt. As of December 31, 2009, the Company calculated its RWAs in accordance with the regulatory capital requirements of the Fed, which is...

  • Page 92
    ... recoverable in the price of services offered. To the extent inflation results in rising interest rates and has other adverse effects upon the securities markets and upon the value of financial instruments, it may adversely affect the Company's financial position and profitability. A significant...

  • Page 93
    ... Audit Department; independent risk management functions (including the Market Risk Department, Credit Risk Management, the Corporate Treasury Department and the Operational Risk Department) and Company control groups (including the Human Resources Department, the Legal and Compliance Division...

  • Page 94
    ... committee. The Company control groups work with business segment control groups (including the Operations Division and Information Technology Division) to review the risk monitoring and risk management policies and procedures relating to, among other things, the business segment's market, credit...

  • Page 95
    ... in real estate funds and investments in private equity vehicles. Sound market risk management is an integral part of the Company's culture. The various business units and trading desks are responsible for ensuring that market risk exposures are well-managed and prudent. The control groups help...

  • Page 96
    ..., venture capital, private partnerships, real estate funds and other funds. Such positions are less liquid, have longer investment horizons and are more difficult to hedge than listed equities. The Company is exposed to foreign exchange rate and implied volatility risk as a result of making markets...

  • Page 97
    ... analysis, and control at the trading desk, division and Company levels. VaR for 2009. The table below presents the Company's Trading, Non-trading and Aggregate VaR for each of the Company's primary market risk exposures as of December 31, 2009, December 31, 2008 and November 30, 2008, incorporating...

  • Page 98
    ... below presents the Company's 95%/one-day VaR: 95%/One-Day VaR for the One Month Ended December 31, 2008 Dec. 31, 2008 Average High Low Table 1: 95% Total VaR Primary Market Risk Category 95%/One-Day VaR for 2009 95%/One-Day VaR for Fiscal 2008 Dec. 31, Nov. 30, 2009 Average High Low 2008 Average...

  • Page 99
    ...Year/One-Year Historical Time Series Primary Market Risk Category Average 95%/One-Day VaR for Average 99%/One-Day VaR for 2009 2009 Four-Year One-Year Four-Year One-Year Factor History Factor History Factor History Factor History (dollars in millions) Interest rate and credit spread ...Equity price...

  • Page 100
    ...most frequently occurring value was between $112 million and $115 million, while for approximately 93% of trading days during the year VaR ranged between $103 million and $139 million. Year Ended December 31, 2009 Daily 95% / One-Day Trading VaR (dollars in millions) 40 35 Number of Days 30 25 20...

  • Page 101
    ... daily trading losses in excess of the 95%/one-day Trading VaR on one day during 2009 and three days during the month ended December 31, 2008. The Company bases its VaR calculations on the long term (or unconditional) distribution with four years of observations and therefore evaluates its risk...

  • Page 102
    ... one month ended December 31, 2008, the Company experienced net trading losses on 38 days and 14 days, respectively. The loss days observed during December 2008 were driven predominately by increased levels of volatility realized in the market. Year Ended December 31, 2009 Daily Net Trading Revenue...

  • Page 103
    ... Wealth Management Group business segment lending to individual investors, including margin and non-purpose loans collateralized by securities and through single-family residential prime mortgage loans in jumbo or home equity lines of credit ("HELOC") form. The Company has structured its credit risk...

  • Page 104
    ... long-term funding to clients through loans and lending commitments that are secured by assets of the borrower and generally provide for over-collateralization, including commercial real estate, loans secured by loan pools, corporate and operating company loans, and secured lines of revolving credit...

  • Page 105
    ... or liquidate the collateral in the event of counterparty default. Credit Exposure-Corporate Lending. The following tables present information about the Company's corporate funded loans and lending commitments as of December 31, 2009 and December 31, 2008. The "total corporate lending exposure...

  • Page 106
    ... statements of financial condition. Corporate Lending Commitments and Funded Loans at December 31, 2008 Years to Maturity Less than 1 1-3 3-5 Corporate Total Corporate Lending Corporate Lending Exposure at Lending Over 5 Exposure(2) Fair Value(3) Commitments(4) (dollars in millions) Credit Rating...

  • Page 107
    ...market adjustments ..."Event-driven" lending exposures at December 31, 2009 ...$ 9,327 3,259 (267) (6,708) 10 $ 5,621 Credit Exposure-Derivatives. The tables below present a summary by counterparty credit rating and remaining contract maturity of the fair value of OTC derivatives in a gain position...

  • Page 108
    ...provided legal right of offset exists. The following tables summarize the fair values of the Company's OTC derivative products recorded in Financial instruments owned and Financial instruments sold, not yet purchased by product category and maturity as of December 31, 2009, including on a net basis...

  • Page 109
    ...Derivative Products-Financial Instruments Sold, Not Yet Purchased at December 31, 2009(1) Cross-Maturity and Years to Maturity Cash Collateral Less than 1 1-3 3-5 Over 5 Netting(2) (dollars in millions) Product Type Total Interest rate and currency swaps, interest rate options, credit derivatives...

  • Page 110
    ...it affects the consolidated financial statements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies" in Part II, Item 7, herein and Notes 1 and 4 to the consolidated financial statements. Credit Derivatives. A credit derivative is...

  • Page 111
    ... credit derivatives to manage its exposure to residential and commercial mortgage loans and corporate lending exposures during the periods presented. The Company actively monitors its counterparty credit risk related to credit derivatives. A majority of the Company's counterparties are banks, broker...

  • Page 112
    ... tables show the Company's percentage of credit exposure from its primary corporate loans and lending commitments and OTC derivative products by industry as of December 31, 2009 and December 31, 2008: Corporate Lending Exposure At December 31, At December 31, 2009 2008 Industry Utilities-related...

  • Page 113
    ...capital lines of credit, revolving lines of credit, standby letters of credit, term loans and commercial real estate mortgages. Clients are required to submit a credit application and financial statements to a centralized credit processing platform, and underwriting professionals recommend a lending...

  • Page 114
    ... the company-wide operational risk program. The Operational Risk Department works with the business segments and control groups to help ensure a transparent, consistent and comprehensive framework for managing operational risk within each area and across the Company globally. Primary responsibility...

  • Page 115
    ... 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. Information...

  • Page 116
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  • Page 117
    ...the two-class method for share-based payment transactions that are participating securities. As discussed in Note 2 and Note 20 to the consolidated financial statements, the Company adopted FASB accounting guidance that addresses accounting for uncertainties in income taxes. We have also audited, in...

  • Page 118
    MORGAN STANLEY Consolidated Statements of Financial Condition (dollars in millions, except share data) December 31, 2009 December 31, 2008 Assets Cash and due from banks ...Interest bearing deposits with banks ...Cash deposited with clearing organizations or segregated under federal and other ...

  • Page 119
    ...01 par value; 127,254,949 shares in 2009 and 137,203,987 shares in 2008 ...Common stock issued to employee trust ...Total Morgan Stanley shareholders' equity ...Non-controlling interests ...Total equity ...Total liabilities and equity ...See Notes to Consolidated Financial Statements. 114 $ 2,378...

  • Page 120
    ...benefits ...Occupancy and equipment ...Brokerage, clearing and exchange fees ...Information processing and communications ...Marketing and business development ...Professional services ...Other ...Total non-interest expenses ...Income (loss) from continuing operations before income taxes ...(Benefit...

  • Page 121
    MORGAN STANLEY Consolidated Statements of Comprehensive Income (dollars in millions) One Month Ended December 31, 2008 2009 Fiscal Year 2008 Fiscal Year 2007 Net income (loss) ...Other comprehensive income (loss), net of tax: Foreign currency translation adjustments(1) ...Net change in cash flow...

  • Page 122
    ... the one month ended December 31, 2008, respectively. Cash payments for income taxes were $1,028 million, $1,406 million, $3,404 million and $113 million for 2009, fiscal 2008, fiscal 2007 and the one month ended December 31, 2008, respectively. See Notes to Consolidated Financial Statements. 117

  • Page 123
    MORGAN STANLEY Consolidated Statements of Changes in Total Equity (dollars in millions) Accumulated Employee Other Retained Stock Comprehensive Earnings Trust Income (Loss) Common Stock Held in Treasury at Cost Common Stock Issued to Employee Trust Preferred Common Stock Stock Paid-in Capital ...

  • Page 124
    ...Stock Issued to Employee Trust Preferred Common Paid-in Stock Stock Capital Noncontrolling Interests Total Equity BALANCE AT DECEMBER 31, 2008 ...$19,168 Net income ...- Dividends ...- Shares issued under employee plans and related tax effects ...- Repurchases of common stock ...- Morgan Stanley...

  • Page 125
    ... lending; sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; and investment activities. Global Wealth Management Group, which includes the Company's 51% interest in Morgan Stanley Smith Barney...

  • Page 126
    ... information on discontinued operations. Basis of Financial Information. The consolidated financial statements for 2009, fiscal 2008, fiscal 2007 and the one month ended December 31, 2008 are prepared in accordance with accounting principles generally accepted in the U.S., which require the Company...

  • Page 127
    ... fiscal 2008, which had not been eliminated in error. There was no impact on net interest, net revenue or net income on the consolidated statement of income. 2. Summary of Significant Accounting Policies. Revenue Recognition. Investment Banking. Underwriting revenues and advisory fees from mergers...

  • Page 128
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) fee revenue is accrued (or reversed) quarterly based on measuring account/fund performance to date versus the performance benchmark stated in the investment management agreement. Performance-based fees are recorded within ...

  • Page 129
    ... short positions. Fair value for many cash and OTC contracts is derived using pricing models. Pricing models take into account the contract terms (including maturity) as well as multiple inputs, including, where applicable, commodity prices, equity prices, interest rate yield curves, credit curves...

  • Page 130
    ... are included within Financial instruments owned-derivative and other contracts or Financial instruments sold, not yet purchased- derivative and other contracts in the consolidated statements of financial condition. The Company's hedges are designated and qualify for accounting purposes as one...

  • Page 131
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) acquisitions, of $3.2 billion in 2009. Fiscal 2008 and fiscal 2007 included assumed liabilities of $77 million and $7,704 million, respectively. During 2009, the Company consolidated certain real estate funds sponsored by the ...

  • Page 132
    ... expected option life. Compensation expense for stock-based payment awards is recognized using the graded vesting attribution method. Until its discontinuation on June 1, 2009, the Company's Employee Stock Purchase Plan (the "ESPP") allowed employees to purchase shares of the Company's common stock...

  • Page 133
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) in January 2010). The Company believes that this method of recognition for retirement-eligible employees is preferable because it better reflects the period over which the compensation is earned. Translation of Foreign Currencies....

  • Page 134
    ... year-end date as the measurement date (see Note 19). Dividends on Share-Based Payment Awards. In June 2007, the Emerging Issues Task Force reached consensus on accounting for tax benefits of dividends on share-based payment awards to employees. The accounting guidance requires that the tax benefit...

  • Page 135
    ... a material impact on the Company's consolidated financial statements. In September 2009, the FASB issued additional guidance about measuring the fair value of certain alternative investments, such as hedge funds, private equity funds, real estate funds and venture capital funds. The guidance allows...

  • Page 136
    ... noted below. The adoption of this accounting guidance on January 1, 2010 did not have a material impact on the Company's consolidated statement of financial condition. 3. Morgan Stanley Smith Barney Holdings LLC. Smith Barney. On May 31, 2009 (the "Closing Date"), the Company and Citi consummated...

  • Page 137
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table summarizes the preliminary allocation of the purchase price to the net assets of Smith Barney as of May 31, 2009 (dollars in millions). Total fair value of consideration transferred ...Total fair value of non-...

  • Page 138
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Citi Managed Futures. Citi contributed its managed futures business and certain related proprietary trading positions to MSSB on July 31, 2009 ("Citi Managed Futures"). The Company paid Citi approximately $300 million in cash in ...

  • Page 139
    ...information presents the results of operations of the Company as they may have appeared if the closing of MSSB and Citi Managed Futures had been completed on January 1, 2009, December 1, 2007 and December 1, 2008 (dollars in millions, except share data). One Month Ended Fiscal December 31, 2008 2008...

  • Page 140
    ..., market price quotations and pricing models that factor in, where applicable, interest rates, bond or credit default swap spreads and volatility. These bonds are generally categorized in Level 2 of the fair value hierarchy. • Residential Mortgage-Backed Securities ("RMBS"), Commercial Mortgage...

  • Page 141
    ... the fair value hierarchy. • Mortgage Loans. Mortgage loans are valued using prices based on trade data for identical or comparable instruments. Where observable prices are not available, the Company estimates fair value based on benchmarking to prices and rates observed in the primary market for...

  • Page 142
    ... 2 of the fair value hierarchy. • OTC Derivative Contracts. OTC derivative contracts include forward, swap and option contracts related to interest rates, foreign currencies, credit standing of reference entities, equity prices or commodity prices. Depending on the product and the terms of the...

  • Page 143
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company trades various derivative structures with commodity underlyings. Depending on the type of structure, the model inputs generally include interest rate yield curves, commodity underlier curves, implied volatility of the ...

  • Page 144
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2009 Quoted Prices in Significant Significant Counterparty Active Markets for Observable Unobservable and Cash Balance at Identical Assets ...

  • Page 145
    ... in Level 3 of the fair value hierarchy. See Note 6 for additional information on consolidated and non-consolidated VIEs, including retained interests in these entities that the Company holds. (2) The Company holds or sells short for trading purposes, equity securities issued by entities in diverse...

  • Page 146
    ... MSRs accounted for at fair value. See Note 6 for further information on MSRs. The following tables present additional information about Level 3 assets and liabilities measured at fair value on a recurring basis for 2009, fiscal 2008, fiscal 2007 and the one month ended December 31, 2008. Level...

  • Page 147
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for 2009 Unrealized Gains Total (Losses) for Realized Purchases, Net Level 3 Assets/ Beginning and Sales, Other Transfers Ending Liabilities ...

  • Page 148
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (2) Amounts represent unrealized gains (losses) for 2009 related to assets and liabilities still outstanding at December 31, 2009. (3) Net derivative and other contracts represent Financial instruments owned-derivative and other ...

  • Page 149
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Fiscal Year Ended November 30, 2008 Unrealized Gains (Losses) for Level 3 Assets/ Liabilities Outstanding at November 30, 2008(2) ...

  • Page 150
    ... significant inputs for the fair value measurement were unobservable. Long-term borrowings. Amounts included in the Purchases, sales, other settlements and issuances, net column primarily relates to the issuance of junior subordinated debentures related to the CIC investment (see Note 13). 145

  • Page 151
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Fiscal Year Ended November 30, 2007 Unrealized Gains (Losses) for Level 3 Assets/ Liabilities Outstanding at November 30, 2007(2) ...

  • Page 152
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Financial instruments owned-Net derivative and other contracts. The net contracts were primarily driven by certain credit default swaps and other Company's credit products and securitized products activities. The Company Level 2 ...

  • Page 153
    ...broker quotes and/or available consensus pricing, such that significant inputs for the fair value measurement were observable. Fair Value of Investments that Calculate Net Asset Value. The following table presents information about the Company's investments in private equity funds, real estate funds...

  • Page 154
    ... such as mergers, hostile takeovers, reorganizations, or leveraged buyouts. This may involve the simultaneous purchase of stock in companies being acquired, and the sale of stock in its acquirer, hoping to profit from the spread between the current market price and the ultimate purchase price of the...

  • Page 155
    ... notes and junior subordinated debentures), loans and unfunded lending commitments for which the fair value option was elected: (Losses) Gains Due to Changes in Instrument Specific Credit Spreads Fiscal Fiscal 2008 2007 (dollars in millions) One Month Ended December 31, 2008 2009 Short-term...

  • Page 156
    ...the tables above. These assets may include loans, equity method investments, premises and equipment, intangible assets and real estate investments. The following tables present, by caption on the consolidated statement of financial position, the fair value hierarchy for those assets measured at fair...

  • Page 157
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Impairment losses of approximately $24 million were also included in discontinued operations related to premises and equipment of an entity sold by the Company in 2009. There were no liabilities measured at fair value on a non-...

  • Page 158
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) and Securities purchased under agreements to resell, Securities borrowed, Securities sold under agreements to repurchase, Securities loaned, Receivables-customers, Receivables-brokers, dealers and clearing organizations, Payables-...

  • Page 159
    ... 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. As of December 31, 2009 and December 31, 2008, $14 billion and $5 billion, respectively...

  • Page 160
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) As of December 31, 2009 and December 31, 2008, cash and securities deposited with clearing organizations or segregated under federal and other regulations or requirements were as follows: December 31, December 31, 2008 2009 (...

  • Page 161
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company enters into derivatives, generally interest rate swaps and interest rate caps with a senior payment priority in many securitization transactions. The risks associated with these and similar derivatives with SPEs are ...

  • Page 162
    ... referred to as MSRs, which totaled approximately $137 million and $184 million as of December 31, 2009 and December 31, 2008, respectively, and are included within Intangible assets and carried at fair value in the consolidated statements of financial condition. SPE Mortgage Servicing Activities...

  • Page 163
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) At December 31, 2008 Residential Mortgage Commercial Failed Mortgage Sales QSPEs Commercial Mortgage Consolidated SPEs Residential Mortgage QSPEs Assets serviced (unpaid principal balance) ...Amounts past due 90 days or greater ...

  • Page 164
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Under the accounting guidance effective prior to January 1, 2010, the Company was required to reassess whether it was the primary beneficiary of a VIE only upon the occurrence of certain reconsideration events. Under the guidance ...

  • Page 165
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following tables present information as of December 31, 2009 and December 31, 2008 about VIEs which the Company consolidates (dollars in millions): At December 31, 2009 Credit Other and Real Commodities Structured Estate ...

  • Page 166
    ... 529 $ $ Mortgage and Asset-backed Securitizations At December 31, 2008 Credit Municipal Other and Real Tender Option Structured Estate Bond Trusts Financings Total VIE assets that the Company does not consolidate ...Maximum exposure to loss: Debt and equity interests ...Derivatives and other...

  • Page 167
    ... a CLN transaction, the Company transfers assets (generally high quality securities or money market investments) to an SPE, enters into a derivative transaction in which the SPE writes protection on an unrelated reference asset or group of assets through a credit default swap, a total return swap or...

  • Page 168
    ... of involvement. The following tables present information about transfers of assets treated by the Company as secured financings as of December 31, 2009 and December 31, 2008: Residential Mortgage Loans At December 31, 2009 Commercial CreditMortgage Linked Loans Notes (dollars in millions) Other...

  • Page 169
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Residential Mortgage Loans At December 31, 2008 Commercial CreditMortgage Linked Loans Notes (dollars in millions) Other Assets Unpaid principal amount ...Fair value ...Other secured financings Unpaid principal amount ...Fair ...

  • Page 170
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Due to the continued deterioration in the financial markets, the Company performed an interim impairment test of goodwill in the one month ended December 31, 2008, which did not result in impairment. Goodwill. Changes in the ...

  • Page 171
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Net Intangible Assets. Changes in the carrying amount of the Company's intangible assets for 2009, fiscal 2008 and the one month ended December 31, 2008 were as follows: Global Wealth Asset Institutional Management Group ...

  • Page 172
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (8) Global Wealth Management Group business segment activity primarily represents intangible assets acquired in connection with Smith Barney and Citi Managed Futures (see Note 3). (9) Institutional Securities business segment ...

  • Page 173
    ... Liquidity Guarantee Program ("TLGP"). These borrowings included bank loans, bank notes and structured notes with maturities of 12 months or less. Certain structured short-term borrowings are carried at fair value under the fair value option. See Note 4 for additional information. Long-Term...

  • Page 174
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (1) Weighted average coupon was calculated utilizing non-U.S. dollar interest rates. (2) U.S. dollar contractual floating rate borrowings bear interest based on a variety of money market indices, including London Interbank Offered...

  • Page 175
    ... 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 and prime brokerage...

  • Page 176
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) FDIC's Temporary Liquidity Guarantee Program. At December 31, 2009, the Company had long-term debt outstanding of $23.8 billion under the TLGP. At December 31, 2008, the Company had commercial paper and long-term debt outstanding ...

  • Page 177
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The tables below present a summary by counterparty credit rating and remaining contract maturity of the fair value of OTC derivatives in a gain position as of December 31, 2009 and December 31, 2008, respectively. Fair value is ...

  • Page 178
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Hedge Accounting. The Company applies hedge accounting using various derivative financial instruments and non-U.S. dollardenominated debt used to hedge interest rate and foreign exchange risk arising from assets and liabilities ...

  • Page 179
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following tables summarize the fair value of derivative instruments designated as accounting hedges and the fair value of derivative instruments not designated as accounting hedges by type of derivative contract on a gross ...

  • Page 180
    ...-brokers, dealers and clearing organizations, respectively, on the consolidated statements of financial condition. The following tables summarize the gains or losses reported on derivative instruments designated and qualifying as accounting hedges for 2009 and the one month ended December 31, 2008...

  • Page 181
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Derivatives Designated as Net Investment Hedges. Losses Recognized in OCI (effective portion)(1) One Month Ended 2009 December 31, 2008 (dollars in millions) Product Type Foreign exchange contracts(2) ...Debt instruments ......

  • Page 182
    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 183
    ... information regarding protection sold through credit default swaps and credit-linked notes as of December 31, 2009: Protection Sold Maximum Potential Payout/Notional Years to Maturity Less than 1 1-3 3-5 Over 5 (dollars in millions) Credit Ratings of the Reference Obligation Total Fair Value...

  • Page 184
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The table below summarizes certain information regarding protection sold through credit default swaps and credit-linked notes as of December 31, 2008: Protection Sold Maximum Potential Payout/Notional Years to Maturity 1-3 3-5 ...

  • Page 185
    ... single name and non-tranched index and basket credit default swaps where credit protection was sold with identical underlying reference obligations. The Company may also purchase credit protection to economically hedge loans and lending commitments. In total, not considering whether the underlying...

  • Page 186
    ... These agreements primarily settle within three business days and as of December 31, 2009, $26.6 billion of the $30.2 billion settled within three business days. (4) Amount includes a $200 million lending facility to a real estate fund sponsored by the Company. Letters of Credit and Other Financial...

  • Page 187
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Forward Starting Reverse Repurchase Agreements. The Company has entered into forward starting securities purchased under agreements to resell (agreements that have a trade date as of or prior to December 31, 2009 and December 31, ...

  • Page 188
    ...primary and secondary lending commitments. Standby letters of credit are recorded at fair value within Financial instruments owned or Financial instruments sold, not yet purchased in the consolidated statements of financial condition. (4) Amounts include guarantees issued by consolidated real estate...

  • Page 189
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The table below summarizes certain information regarding the Company's obligations under guarantee arrangements as of December 31, 2008: Maximum Potential Payout/Notional Years to Maturity 1-3 3-5 Over 5 Total (dollars in millions...

  • Page 190
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Standby Letters of Credit and other Financial Guarantees Issued. In connection with its corporate lending business and other corporate activities, the Company provides standby letters of credit and other financial guarantees to ...

  • Page 191
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) exchange for junior subordinated debentures. The Company has directly guaranteed the repayment of the trust preferred securities to the holders thereof to the extent that the Company has made payments to a Morgan Stanley Capital ...

  • Page 192
    ... with its role as investment banking advisor. • Guarantees on Morgan Stanley Stable Value Program. On September 30, 2009, the Company entered into an agreement with the investment manager for the Stable Value Program ("SVP"), a fund within the Company's 401(k) plan, and certain other third parties...

  • Page 193
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 12. Regulatory Requirements. Morgan Stanley. In September 2008, the Company became a financial holding company under the Bank Holding Company Act subject to the regulation and oversight of the Board of Governors of the Federal ...

  • Page 194
    ...FINANCIAL STATEMENTS-(Continued) The table below sets forth the Company's significant U.S. bank operating subsidiaries' capital as of December 31, 2009. At December 31, 2009 Amount Ratio (dollars in millions) Total Capital (to RWAs): Morgan Stanley Bank, N.A...Morgan Stanley Trust ...Tier I Capital...

  • Page 195
    ... payment of cash dividends and advances to the parent company. 13. Total Equity. Morgan Stanley Shareholders' Equity. Common Stock. Changes in shares of common stock outstanding for 2009, fiscal 2008 and the one month ended December 31, 2008 were as follows (share data in millions): One Month Ended...

  • Page 196
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) June 2009, to maintain its pro rata share in the Company's share capital, CIC participated in the Company's registered public offering of 85,890,277 shares by purchasing 45,290,576 shares of the Company's common stock. CIC is a ...

  • Page 197
    ... in Paid-in capital, a component of Morgan Stanley shareholders' equity in the Company's consolidated statement of financial condition in the first quarter of fiscal 2008. The other liability balance related to the stock purchase contracts accretes over the term of the stock purchase contract using...

  • Page 198
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) See Note 2 for further discussion on the two-class method and Note 14 for the dilutive impact for 2009, fiscal 2008 and the one month ended December 31, 2008. Common Equity Offerings. During 2009, the Company issued common stock ...

  • Page 199
    ... Preferred Stock pays a non-cumulative dividend, as and if declared by the Board of Directors of the Company, in cash, at the rate of 10% per annum of the liquidation preference of $1,000 per share, except under certain circumstances (as set forth in the securities purchase agreement for the sale of...

  • Page 200
    ... million, reduced the Company's total equity by $10,950 million in 2009. The Company's preferred stock qualifies as Tier 1 capital in accordance with regulatory capital requirements (see Note 12). Accumulated Other Comprehensive Loss. As of December 31, 2009 and December 31, 2008, the components of...

  • Page 201
    ...for fiscal 2008, fiscal 2007 and the one month ended December 31, 2008. During fiscal 2008, the Company recorded pre-tax gains of approximately $1.5 billion, in connection with sales of its shares in MSCI as part of secondary offerings. Such gains are included in discontinued operations (see Note 23...

  • Page 202
    ... per share data): One Month Ended December 31, 2008 2009 Fiscal 2008 Fiscal 2007 Basic EPS: Income (loss) from continuing operations ...Net gain on discontinued operations ...Net income (loss) ...Net income applicable to non-controlling interests ...Net income (loss) applicable to Morgan Stanley...

  • Page 203
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following securities were considered antidilutive and, therefore, were excluded from the computation of diluted EPS: One Month Ended December 31, 2008 Number of Antidilutive Securities Outstanding at End of Period: 2009 ...

  • Page 204
    ... fair value recorded in earnings. These obligations are reflected in the consolidated statement of financial condition as Financial instruments sold, not yet purchased-derivatives and other contracts, in Note 4 as Level 3 instruments, and in Note 10 as Derivatives not designated as accounting hedges...

  • Page 205
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 18. Employee Stock-Based Compensation Plans. The accounting guidance for stock-based compensation requires measurement of compensation cost for equitybased awards at fair value and recognition of compensation cost over the ...

  • Page 206
    ... options to purchase Morgan Stanley common stock held by directors and employees who remained with the Company after the DFS Spin-off were adjusted to preserve the intrinsic value of the awards immediately prior to the spin-off using an adjustment ratio based on the Morgan Stanley closing market...

  • Page 207
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The total fair market value of restricted stock units converted to common stock during 2009, fiscal 2008, fiscal 2007 and the one month ended December 31, 2008 was $151 million, $3,209 million, $817 million and $8 million, ...

  • Page 208
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table sets forth activity relating to the Company's stock options (option data in millions): 2009 Weighted Average Number of Exercise Options Price One Month Ended December 31, 2008 Weighted Average Number of ...

  • Page 209
    ... One Month Ended Ended Fiscal December 31, Fiscal Fiscal December 31, 2007 2008 2009 2008 2007 2008 (dollars in millions) 2009 Fiscal 2008 Service cost ...$ 116 $ 102 $ 107 Interest cost ...152 135 124 Expected return on plan assets ...(125) (128) (123) Net amortization of prior service credit...

  • Page 210
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income) on a pre-tax basis in 2009, fiscal 2008 and the one month ended December 31, 2008 are as follows: Pension Postretirement One ...

  • Page 211
    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 2009, fiscal 2008 and the one month ended December 31, 2008: Pension ...

  • Page 212
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (2) Pension amounts included in discontinued operations were $1 million. (3) Change in actuarial gain under benefit obligation is primarily attributed to an increase in the discount rates as of December 31, 2009. (4) Transfers and...

  • Page 213
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents the weighted average assumptions used to determine benefit obligations as of period-end: Pension December 31, December 31, 2009 2008 Postretirement December 31, December 31, 2009 2008 Discount rate ...

  • Page 214
    ... to it from employee benefit plans maintained by more than one employer or a controlled group of corporations. The sponsor of the commingled trust funds values the funds' NAV based on the fair value of the underlying securities. The underlying securities of the commingled trust funds consist of...

  • Page 215
    ... corporate equity 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 FTSE indexes. Foreign target cash flow funds are designed...

  • Page 216
    ..., 2009 Actual Return on Purchases, Plan Assets Sales, Other Related to Settlements Assets Sold and during Issuances, 2009 net (dollars in millions) Net Transfers In and/or (Out) of Level 3 Beginning Balance at January 1, 2009 Ending Balance at December 31, 2009 Investments Commingled trust funds...

  • Page 217
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) contribution, transition contribution and make-up Company match granted to legacy Smith Barney employees are included in the Company's 401(k) expense. The Company entered into an agreement with the investment manager for the SVP, ...

  • Page 218
    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: Fiscal 2008 Fiscal 2007 One Month Ended December 31, 2008 2009 U.S. federal statutory income tax rate ...

  • Page 219
    ...benefits from the exercise or conversion of stock-based compensation awards which had not been realized as of December 31, 2008. These previously unrecognized tax benefits were realized and recorded in Paid-in capital as of December 31, 2009. The Company had net operating loss carryforwards in Japan...

  • Page 220
    ... to unrecognized tax benefits in Income before income taxes. For 2009, fiscal 2008 and the one month ended December 31, 2008, the Company recognized $53 million, $76 million and $7 million, respectively, of interest (net of federal and state income tax benefits) in the consolidated statements of...

  • Page 221
    ... twelve months. The following are the major tax jurisdictions in which the Company and its affiliates operate and the earliest tax year subject to examination: Jurisdiction Tax Year United States ...New York State and City ...Hong Kong ...U.K...Japan ...21. Segment and Geographic Information. 1999...

  • Page 222
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Selected financial information for the Company's segments is presented below: Institutional Securities Global Wealth Management Asset Group Management (dollars in millions) Intersegment Eliminations 2009 Total Total non-...

  • Page 223
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Institutional Securities Global Wealth Management Group Asset Management Discover (dollars in millions) Intersegment Eliminations(4) Fiscal 2007 Total Total non-interest revenues ...Net interest ...Net revenues ...Income from ...

  • Page 224
    ... Company's consolidated net revenues, income (loss) from continuing operations before income taxes, net income (loss) applicable to Morgan Stanley and total assets, on a managed basis, based on the following methodology: • Institutional Securities: advisory and equity underwriting-client location...

  • Page 225
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) • Global Wealth Management Group: global representative coverage location. • Asset Management: client location, except for merchant banking business, which is based on asset location. One Month Ended December 31, 2008(1) Net ...

  • Page 226
    ... in Paid-in capital in the Company's consolidated statement of financial condition and the Company's consolidated statement of changes in total equity at November 30, 2007. In fiscal 2008, the Company sold approximately 53 million of its MSCI shares in two secondary offerings for net proceeds of...

  • Page 227
    ...joint venture. The results of MSSB are included within the Global Wealth Management Group business segment's income from continuing operations effective May 31, 2009. Summarized Financial Information for the Company's discontinued operations for 2009, fiscal 2008, fiscal 2007 and the one month ended...

  • Page 228
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 24. Parent Company. Parent Company Only Condensed Statements of Financial Condition (dollars in millions, except share data) December 31, 2009 December 31, 2008 Assets: Cash and due from banks ...Interest bearing deposits with ...

  • Page 229
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Parent Company Only Condensed Statements of Income and Comprehensive Income (dollars in millions) Fiscal 2008 Fiscal 2007 One Month Ended December 31, 2008 2009 Revenues: Dividends from bank subsidiary ...Dividends from non-bank...

  • Page 230
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Parent Company Only Condensed Statements of Cash Flows (dollars in millions) One Month Ended December 31, 2008 2009 Fiscal 2008 Fiscal 2007 Cash flows from operating activities: Net income (loss) ...Adjustments to reconcile ...

  • Page 231
    ..., securities and stock lending transactions and certain annuity products. These indemnity payments could be required based on a change in the tax laws or change in interpretation of applicable tax rulings. Certain contracts contain provisions that enable the Company to terminate the agreement upon...

  • Page 232
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 25. Transition Period Financial Information. One Month Ended December 31, 2008 2007 (Unaudited) (dollars in millions, except share and per share data) Income Statement Data: Net revenues ...(Loss) income from continuing ...

  • Page 233
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 26. Quarterly Results (unaudited). 2009 Quarter 2008 Fiscal Quarter One Month Ended December 31, First Second Third Fourth First Second(1) Third Fourth(2) 2008 (dollars in millions, except per share data) Total non-interest ...

  • Page 234
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (2) Results for the Company in the fourth quarter of fiscal 2008 included gains of approximately $3.0 billion from the widening of the Company's credit spreads on certain long-term and short-term borrowings, gains of approximately...

  • Page 235
    ... Rate (dollars in millions) Assets Interest earning assets: Financial instruments owned(1): U.S ...$143,885 Non-U.S ...77,531 Receivables from other loans: U.S ...6,339 Non-U.S ...314 Interest bearing deposits with banks: U.S ...44,523 Non-U.S ...16,300 Federal funds sold and securities purchased...

  • Page 236
    ... 2008 Average Month-End Balance Interest (dollars in millions) Average Rate Assets Interest earning assets: Financial instruments owned(1) ...Receivables from other loans ...Other interest earning assets(2): ...Interest bearing deposits with banks ...Federal funds sold and securities purchased...

  • Page 237
    ...Month-End Annualized Balance Interest Average Rate (dollars in millions) Assets Interest earning assets: Financial instruments owned(1) U.S ...Non-U.S ...Receivables from other loans U.S ...Non-U.S ...Interest bearing deposits with banks U.S ...Non-U.S ...Federal funds sold and securities purchased...

  • Page 238
    ... 2007, and the one month ended December 31, 2008. (2) Deposits are primarily located in U.S. offices. Ratios 2009 Fiscal 2008 Fiscal 2007 One Month Ended December 31, 2008 Net income to average assets ...0.2% Return on common equity(1) ...N/M Return on total equity(2) ...2.8% Dividend payout ratio...

  • Page 239
    ... interest rates for Securities sold under repurchase agreements and Securities loaned. See Note 1 and Note 15 of the consolidated financial statements for further information. (2) Average balances are calculated based upon weekly balances for 2009 and month-end balances for fiscal 2008, fiscal 2007...

  • Page 240
    ..., management believes that Morgan Stanley maintained effective internal control over financial reporting as of December 31, 2009. Morgan Stanley's independent registered public accounting firm has audited and issued a report on Morgan Stanley's internal control over financial reporting, which...

  • Page 241
    ...Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition of the Company as of December 31, 2009, the consolidated statements of income, comprehensive income, cash flows and changes in total equity for the year ended December 31, 2009 and our report...

  • Page 242
    ... Morgan Stanley'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, 2009 that materially affected, or is reasonably likely to materially affect, Morgan Stanley's internal control over financial reporting...

  • Page 243
    ... proxy statement for its 2010 annual meeting of shareholders ("Morgan Stanley's Proxy Statement") is incorporated by reference herein. • "Item 1-Election of Directors" • "Item 1-Election of Directors-Board Meetings and Committees" Information relating to Morgan Stanley's executive officers is...

  • Page 244
    ...equity compensation plans and security ownership of certain beneficial owners and management is set forth under the captions "Equity Compensation Plan Information" and "Beneficial Ownership of Company Common Stock" in Morgan Stanley's Proxy Statement and such information is incorporated by reference...

  • Page 245
    Part IV Item 15. Exhibits and Financial Statement Schedules. Documents filed as part of this report. • An exhibit index has been filed as part of this report beginning on page E-1 and is incorporated herein by reference. 240

  • Page 246
    ... authorized, on February 26, 2010. MORGAN STANLEY (REGISTRANT) By:/s/ JAMES P. GORMAN (James P. Gorman) President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant...

  • Page 247
    Signature Title /s/ CHARLES H. NOSKI (Charles H. Noski) HUTHAM S. OLAYAN (Hutham S. Olayan) Director /s/ Director /s/ CHARLES E. PHILLIPS, JR. (Charles E. Phillips, Jr.) O. GRIFFITH SEXTON (O. Griffith Sexton) Director /s/ Director /s/ LAURA D'ANDREA TYSON (Laura D'Andrea Tyson) ...

  • Page 248
    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM 10-K For the year ended December 31, 2009 Commission File No. 1-11758

  • Page 249
    ... as of October 8, 2007 (Exhibit 4.3 to Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended November 30, 2007). Senior Indenture dated as of November 1, 2004 between Morgan Stanley and The Bank of New York, as trustee (Exhibit 4-f to Morgan Stanley's Registration Statement on Form...

  • Page 250
    ... Trust Agreement dated as of April 21, 2009 by and between Morgan Stanley and State Street Bank and Trust Company (Exhibit 10.1 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). Securities Purchase Agreement dated as of December 19, 2007 between Morgan Stanley...

  • Page 251
    ... Mitsubishi UFJ Financial Group, Inc. (Exhibit 10.3 to Morgan Stanley's Current Report on Form 8-K dated October 13, 2008). Amended and Restated Joint Venture Contribution and Formation Agreement dated as of May 29, 2009 by and among Citigroup Inc. and Morgan Stanley and Morgan Stanley Smith Barney...

  • Page 252
    ...10.9 to Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended November 30, 2007). Directors' Equity Capital Accumulation Plan as amended through November 16, 2009. Select Employees' Capital Accumulation Program as amended and restated as of May 7, 2008 (Exhibit 10.1 to Morgan Stanley...

  • Page 253
    ... Program 2 (Exhibit 10.12 to MSG's Annual Report for the fiscal year ended November 30, 1996). Key Employee Private Equity Recognition Plan (Exhibit 10.43 to Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended November 30, 2000). Morgan Stanley Branch Manager Compensation Plan...

  • Page 254
    ...fiscal year ended November 30, 2007). Amendment to Outstanding Stock Option and Stock Unit Awards (Exhibit 10.53 to Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended November 30, 2008). Morgan Stanley Compensation Incentive Plan (Exhibit 10.54 to Morgan Stanley's Annual Report on...

  • Page 255
    ... S-T: (i) the Consolidated Statements of Financial Condition-December 31, 2009 and December 31, 2008, (ii) the Consolidated Statements of Income-Twelve Months Ended December 31, 2009, November 30, 2008 and November 30, 2007 and One Month Ended December 31, 2008, (iii) the Consolidated Statements of...

  • Page 256
    ...to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to...

  • Page 257
    ...to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to...

  • Page 258
    ...(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ JAMES P. GORMAN James P. Gorman President and Chief Executive Officer Dated: February 26, 2010

  • Page 259
    ... with the Annual Report of Morgan Stanley (the "Company") on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ruth Porat, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant...

  • Page 260
    Printed with soy ink on recycled paper.