Morgan Stanley 2010 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, 2010
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 June 30, 2011..................................................................... NYSE Amex LLC
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.
MPSSM due March 30, 2012 ............................................................................. NYSE Arca, Inc.
Buffered PLUSSM 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, 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 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, 2010, the aggregate market value of the common stock of Registrant held by non-affiliates of Registrant was approximately $32,227,567,107. This
calculation does not reflect a determination that persons are affiliates for any other purposes.
As of January 31, 2011, there were 1,545,631,781 shares of Registrant’s common stock, $0.01 par value, outstanding.
Documents Incorporated by Reference: Portions of Registrant’s definitive proxy statement for its 2011 annual meeting of shareholders are incorporated by
reference in Part III of this Form 10-K.

Table of contents

  • Page 1
    ... Income Strategic Total Return Securities due October 30, 2011 ...The NASDAQ 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 È NO ' Indicate by check mark if Registrant is not required to file reports pursuant...

  • Page 2

  • Page 3
    ANNUAL REPORT ON FORM 10-K for the year ended December 31, 2010 Table of Contents Page Part I Item 1. Business ...Overview ...Available Information ...Business Segments ...Institutional Securities ...Global Wealth Management Group ...Asset Management ...Research ...Competition ...Supervision and ...

  • Page 4
    ... 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 5
    ...Street Reform and Consumer Protection Act (the "Dodd-Frank Act")), regulation (including capital requirements), and legal actions in the U.S. and worldwide; • the level and volatility of equity, fixed income and commodity prices and interest rates, currency values and other market indices; • the...

  • Page 6
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 7
    ...via a link to the SEC's internet site, statements of beneficial ownership of the Company's equity securities filed by its directors, officers, 10% or greater shareholders and others under Section 16 of the Exchange Act. The Company has a Corporate Governance webpage. You can access information about...

  • Page 8
    ... 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 Holdings LLC ("MSSB"), provides brokerage and investment advisory...

  • Page 9
    ..., financial risk management strategies and financial planning. In addition, the Company furnishes advice and services regarding project financings and provides advisory services in connection with the purchase, sale, leasing and financing of real estate. Corporate Lending. The Company provides loans...

  • Page 10
    ...other broker-dealers. The Company advises on investment and liability strategies and assists corporations in their debt repurchases and tax planning. The Company structures debt securities, derivatives and other instruments with risk/return factors designed to suit client objectives, including using...

  • Page 11
    ... bill payments and check writing, as well as lending products, including securities based lending, mortgage loans and home equity lines of credit. Global Wealth Management Group also provides trust and fiduciary services, offers access to cash management and commercial credit solutions to qualified...

  • Page 12
    ... of any full-service financial services firm and offers clients a diverse array of equity, fixed income and alternative investments and merchant banking strategies. Portfolio managers located in the U.S., Europe and Asia manage investment products ranging from money market funds to equity and fixed...

  • Page 13
    ... and retain highly qualified employees while managing compensation and other costs. The Company competes with commercial banks, brokerage firms, insurance companies, sponsors of mutual funds, hedge funds, energy companies and other companies offering financial services in the U.S., globally and...

  • Page 14
    ... has operated as a bank holding company and financial holding company under the BHC Act since September 2008. Effective July 22, 2010, as a bank holding company with $50 billion or more in consolidated assets, the Company became subject to the new systemic risk regime established by the Dodd-Frank...

  • Page 15
    ... within the U.S. Department of the Treasury ("U.S. Treasury") (established by the Dodd-Frank Act), can gather data and reports from financial institutions, including the Company. See also "-Systemic Risk Regime" below. Scope of Permitted Activities. As a financial holding company, Morgan Stanley is...

  • Page 16
    .... The Dodd-Frank Act establishes a new regulatory framework applicable to financial institutions deemed to pose systemic risks. Bank holding companies with $50 billion or more in consolidated assets, such as the Company, became automatically subject to the systemic risk regime in July 2010. Under...

  • Page 17
    ... a financial holding company its bank subsidiaries must qualify as "well capitalized" and "well managed" by maintaining a total capital ratio (total capital to risk-weighted assets) of at least 10% and a Tier 1 capital ratio of at least 6%. Beginning in July 2011, as required by the Dodd-Frank Act...

  • Page 18
    ...that will start on January 1, 2013 and end on January 1, 2016. This provision of the Dodd-Frank Act is expected to accelerate the phase-in of disqualification of trust preferred securities provided for by Basel III. Bank holding companies are also subject to a Tier 1 leverage ratio as defined by the...

  • Page 19
    ... the Dodd-Frank Act, financial companies, including bank holding companies such as Morgan Stanley and certain covered subsidiaries, can be subjected to a new orderly liquidation authority. The U.S. Treasury must first make certain extraordinary financial distress and systemic risk determinations...

  • Page 20
    ... conducts certain mortgage lending activities primarily for customers of its affiliate retail broker Morgan Stanley Smith Barney LLC ("MSSB LLC"). MS Private Bank also offers certain deposit products. It changed its charter to a national association on July 1, 2010, and is an FDIC-insured national...

  • Page 21
    ..., including sales and trading practices, securities offerings, publication of research reports, use of customers' funds and securities, capital structure, recordkeeping and retention, and the conduct of their directors, officers, representatives and other associated persons. Broker-dealers are also...

  • Page 22
    ... merchant and certain of its associated persons, membership with the NFA, the segregation of customer funds and the holding apart of a secured amount, the receipt of an acknowledgment of certain written risk disclosure statements, the receipt of trading authorizations, the furnishing of daily...

  • Page 23
    ...these reporting requirements will not be clear until final rules are adopted. The Dodd-Frank Act also requires certain entities receiving customer collateral for cleared Swaps to register with the CFTC as a futures commission merchant or with the SEC as a broker, dealer or security-based swap dealer...

  • Page 24
    ... in which the Company maintains an office. Certain Morgan Stanley subsidiaries are regulated as broker-dealers under the laws of the jurisdictions in which they operate. Subsidiaries engaged in banking and trust activities outside the U.S. are regulated by various government agencies in the...

  • Page 25
    ... requiring banks, bank holding company subsidiaries, broker-dealers, futures commission merchants, and mutual funds to verify the identity of customers that maintain accounts. The BSA/USA PATRIOT Act also mandates that financial institutions have policies, procedures and internal processes in...

  • Page 26
    ...50% tax on certain financial institutions in respect of discretionary bonuses in excess of £25,000 awarded during the period starting on December 9, 2009 and ending on April 5, 2010 to "relevant banking employees." The Dodd-Frank Act also provides a bounty to whistleblowers who present the SEC with...

  • Page 27
    ...of Morgan Stanley Smith Barney (since June 2009). Co-President (December 2007 to December 2009) and Co-Head of Strategic Planning (October 2007 to December 2009). President and Chief Operating Officer of the Global Wealth Management Group (February 2006 to April 2008). Head of Corporate Acquisitions...

  • Page 28
    ... Vice President and Stanley (since January 2010). Global Head of Investment Co-Head of Investment Banking (July 2007 to January Department (May 2005 to July 2007) and Global Co-Head 2003 to May 2005). Co-President of Institutional Securities of Morgan Banking (January 2008 to December 2009). Global...

  • Page 29
    ... perceived levels of government support. Our debt ratings also can have a significant impact on certain trading revenues, particularly in those businesses where longer term counterparty performance is critical, such as OTC derivative transactions, including credit derivatives and interest rate swaps...

  • Page 30
    ...business flows and in the fair value of securities and other financial products. Fluctuations also occur due to the level of global market activity, which, among other things, affects the size, number and timing of investment banking client assignments and transactions and the realization of returns...

  • Page 31
    ... the results of our Global Wealth Management Group business segment. In addition, fluctuations in global market activity could impact the flow of investment capital into or from assets under management or supervision and the way customers allocate capital among money market, equity, fixed income or...

  • Page 32
    ... to fully cover the loan repayment amount; and posting margin and/or collateral to clearing houses, clearing agencies, exchanges, banks, securities firms and other financial counterparties. We incur credit risk in traded securities and loan pools whereby the value of these assets may fluctuate based...

  • Page 33
    ... high capital and liquidity requirements, and to comprehensive new derivatives regulation. Additional restrictions on our activities would result if we were to no longer meet certain capital or management requirements at the financial holding company level. Certain portions of the Dodd-Frank...

  • Page 34
    ... 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 35
    ... penalties. A failure to address conflicts of interest appropriately could adversely affect our businesses. As a global financial services firm that provides products and services to a large and diversified group of clients, including corporations, governments, financial institutions and individuals...

  • Page 36
    ... affect our revenue and profitability. The financial services industry and all of our businesses are intensely competitive, and we expect them to remain so. We compete with commercial banks, brokerage firms, insurance companies, sponsors of mutual funds, hedge funds, energy companies and other...

  • Page 37
    ... with Mitsubishi UFJ Financial Group, Inc.), 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, trading...

  • Page 38
    ...Avenue Purchase, New York (Global Wealth 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...

  • Page 39
    ... in December 2007, several purported class action complaints were filed in the United States District Court for the Southern District of New York (the "SDNY") asserting claims on behalf of participants in the Company's 401(k) plan and employee stock ownership plan against the Company and other 33

  • Page 40
    ... 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 ERISA Litigation. The consolidated complaint relates in large part to the Company's subprime and other mortgage related...

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

  • Page 42
    ... and controlling class of notes. At issue is whether, pursuant to the terms of the swap agreements, the Company was required to post collateral to Tourmaline, or take any other action, after the Company's credit ratings were downgraded in 2008 by certain ratings agencies. The Company and Barclays...

  • Page 43
    ... the Company, which is styled China Industrial Development Bank v. Morgan Stanley & Co. Incorporated and is pending in the Supreme Court of the State of New York, New York County. The Complaint relates to a $275 million credit default swap referencing the super senior portion of the STACK 2006-1 CDO...

  • Page 44
    ... $223 million of residential mortgage backed securities related to a second lien residential mortgage backed securitization sponsored by the Company in June 2007. The complaint is styled MBIA Insurance Corporation v. Morgan Stanley, et al. and is pending in New York Supreme Court, Westchester County...

  • Page 45
    Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Morgan Stanley's common stock trades on the NYSE under the symbol "MS." As of February 22, 2011, the Company had 88,852 holders of record; however, the Company believes the ...

  • Page 46
    ... of the Company of its common stock during the fourth quarter of the year ended December 31, 2010. Issuer Purchases of Equity Securities (dollars in millions, except per share amounts) Total Total Number of Number Average Shares Purchased of Price As Part of Publicly Shares Paid Per Announced Plans...

  • Page 47
    ...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 48
    Item 6. Selected Financial Data. MORGAN STANLEY SELECTED FINANCIAL DATA (dollars in millions, except share and per share data) One Month Ended December 31, 2008(2) 2010 2009(1)(2) Fiscal 2008 Fiscal 2007 Fiscal 2006 Income Statement Data: Revenues: Investment banking ...$ 5,122 $ 5,020 $ 4,...

  • Page 49
    ... N/M-Not Meaningful. (1) Information includes Morgan Stanley Smith Barney Holdings LLC effective May 31, 2009 (see Note 3 to the consolidated financial statements). (2) On December 16, 2008, the Board of Directors of the Company approved a change in the Company's fiscal year-end from November 30 to...

  • Page 50
    ... 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 Holdings LLC ("MSSB"), provides brokerage and investment advisory...

  • Page 51
    ... and per share amounts). One Month Ended December 31, 2008 2010 2009(1) Fiscal 2008 Net revenues: Institutional Securities ...Global Wealth Management Group ...Asset Management ...Intersegment Eliminations ...Consolidated net revenues ...Consolidated net income (loss) ...Net income applicable to...

  • Page 52
    ... Securities(5) ...Global Wealth Management Group ...Asset Management ...Book value per common share(6) ...Tangible common equity(7) ...Tangible book value per common share(8) ...Effective income tax rate provision (benefit) from continuing operations(9) ...Worldwide employees(10) ...Average...

  • Page 53
    ... share amounts)- (Continued). One Month Ended December 31, 2008 2010 2009(1) Fiscal 2008 Fee-based assets as a percentage of total client assets ...Client assets per global representative(20) ...Bank deposits (dollars in billions)(21) ...Pre-tax profit margin(16) ...Asset Management(13): Assets...

  • Page 54
    ... revenues per global representative for 2010, 2009, fiscal 2008 and the one month ended December 31, 2008 equals Global Wealth Management Group's net revenues (excluding the sale of Morgan Stanley Wealth Management S.V., S.A.U. ("MSWM S.V.") for fiscal 2008) divided by the quarterly weighted average...

  • Page 55
    ... investment banking business as a result of the closing of the transaction between the Company and MUFG to form a joint venture in Japan (the "MUFG Transaction") (see "Other Matters-Japan Securities Joint Venture" herein). Equity sales and trading revenues increased 31% to $4,840 million in 2010...

  • Page 56
    ... 2010 primarily resulting from an increase in interest income benefiting from a full year of MSSB, the Securities Available for Sale ("AFS") portfolio and the change in classification of the bank deposit program, partially offset by increased funding costs (see "Global Wealth Management Group-Asset...

  • Page 57
    ...certain deferred compensation and employee co-investment plans. One Month Ended Fiscal December 31, 2009 2008 2008 (dollars in billions) 2010 Institutional Securities Continuing operations(1) ...Discontinued operations(2) ...Total Institutional Securities ...Asset Management: Continuing operations...

  • Page 58
    .... This gain was recorded in Paid-in capital in the Company's consolidated statements of financial condition at December 31, 2010 and changes in total equity for 2010. Gain on Sale of Retail Asset Management. On June 1, 2010, the Company completed the sale of Retail Asset Management, including Van...

  • Page 59
    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, 2009(1) 2008(1) 2008(1) (dollars in billions) 2010(1) Gains (losses)...

  • Page 60
    ... to securities portfolios in the Company's domestic subsidiary banks, Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association (formerly, Morgan Stanley Trust FSB) (the "Subsidiary Banks"). ARS. Under the terms of various agreements entered into with government agencies and...

  • Page 61
    ...2010, in the Institutional Securities business segment, Equity sales and trading revenues include Asset management, distribution and administration fees as these fees relate to administrative services primarily provided to the Company's prime brokerage clients and, therefore, closely align to equity...

  • Page 62
    ... SECURITIES INCOME STATEMENT INFORMATION One Month Ended December 31, 2008 2010 Fiscal 2009 2008 (dollars in millions) Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Commissions ...Asset management, distribution and administration fees ...Other ...Total...

  • Page 63
    ... the Company's positions, and other related expenses. Sales and trading revenues were as follows: Fiscal 2009(1) 2008(1) (dollars in millions) One Month Ended December 31, 2008(1) 2010 Principal transactions-Trading ...Commissions ...Asset management, distribution and administration fees ...Net...

  • Page 64
    ... and administration fees include fees associated with administrative services primarily provided to the Company's prime brokerage clients. Net Interest. Interest income and Interest expense are a function of the level and mix of total assets and liabilities, including financial instruments owned...

  • Page 65
    ... 18 to the consolidated financial statements). In 2010, fixed income sales and trading revenues reflected net unrealized gains of $603 million related to changes in the fair value of net derivative contracts attributable to the tightening of counterparties' credit default swap spreads compared with...

  • Page 66
    ... estate funds and investments associated with certain employee deferred compensation and co-investment plans compared with losses on such investments in 2009. Other. Other revenues increased 83% in 2010, primarily reflecting a pre-tax gain of $668 million from the sale of the Company's investment in...

  • Page 67
    ... levels of client activity and lower average prime brokerage client balances. Equity sales and trading revenues reflected losses of $1,738 million due to the tightening of the Company's credit spreads during 2009 resulting from the increase in the fair value of certain of the Company's long-term...

  • Page 68
    ...net realized and unrealized losses from the Company's limited partnership investments in real estate funds and investments associated with certain employee deferred compensation and co-investment plans. Other revenues decreased 80% in 2009 compared with fiscal 2008. During 2009, the Company recorded...

  • Page 69
    ...$60 million in the 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...

  • Page 70
    ...-end funds and unit trusts. Investment banking revenues increased 39% in 2010, primarily benefiting from a full year of MSSB revenues and higher closed-end fund activity. Principal Transactions-Trading. Principal transactions-Trading include revenues from customers' purchases and sales of financial...

  • Page 71
    ... in 2010 primarily benefited from a full year of MSSB revenues and increases in proxy and other fee services. Net Interest. Interest income and Interest expense are a function of the level and mix of total assets and liabilities, including customer bank deposits and margin loans and securities...

  • Page 72
    ... partially offset by lower client activity. Asset management, distribution and administration fees increased 68% in 2009 compared with fiscal 2008, primarily due to consolidating the operating revenues of MSSB, fees associated with customer account balances in the bank deposit program and the change...

  • Page 73
    .... 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 client...

  • Page 74
    ASSET MANAGEMENT INCOME STATEMENT INFORMATION One Month Ended December 31, 2008 2010 Fiscal 2009 2008 (dollars in millions) Revenues: Investment banking ...Principal transactions: Trading ...Investments ...Commissions ...Asset management, distribution and administration fees ...Other ...Total non...

  • Page 75
    ... 31, 2010 2009 One Month Ended December 31, 2008 Fiscal 2010 2009 2008 (dollars in billions) Assets under management or supervision by asset class: Core asset management: Equity ...Fixed income-long-term ...Money market ...Alternatives(1) ...Total core asset management ...Merchant banking: Private...

  • Page 76
    ...: One Month Ended Fiscal December 31, 2009 2008 2008 (dollars in billions) 2010 Balance at beginning of period ...Net flows by asset class: Core asset management: Equity ...Fixed income-long-term ...Money market ...Alternatives(1) ...Total core asset management ...Merchant banking: Private equity...

  • Page 77
    ... increase in 2010 also reflected gains associated with the reduction of a lending facility to a real estate fund sponsored by the Company and higher revenues associated with the Company's minority stake investments in Avenue Capital Group, a New York-based investment manager, and Lansdowne Partners...

  • Page 78
    ... levels of business activity. Professional services expense decreased 20% in 2009, primarily due to lower consulting and legal fees. One Month Ended December 31, 2008 Compared with the One Month Ended December 31, 2007. Asset Management recorded losses from continuing operations before income taxes...

  • Page 79
    ...for Sale. During the first quarter of 2010, the Company established a portfolio of debt securities in order to manage interest rate risk. The securities have been classified as AFS in accordance with accounting guidance for investments in debt and equity securities and are included within the Global...

  • Page 80
    ...Japanese securities companies by forming two joint venture companies. MUFG contributed the investment banking, wholesale and retail securities businesses conducted in Japan by Mitsubishi UFJ Securities Co., Ltd. into one of the joint venture entities named Mitsubishi UFJ Morgan Stanley Securities Co...

  • Page 81
    ... plans in 2010, 2009, fiscal 2008 and the one month ended December 31, 2008, respectively. These contributions were funded with cash from operations. The Company determines the amount of its pension contributions to its funded plans by considering several factors, including the level of plan assets...

  • Page 82
    ... consolidated financial statements. Level 3 Assets and Liabilities. The Company's Level 3 assets before the impact of cash collateral and counterparty netting across the levels of the fair value hierarchy were $34.9 billion and $43.4 billion at December 31, 2010 and December 31, 2009, respectively...

  • Page 83
    ...desks. Additionally, groups independent from the trading divisions within the Financial Control Group, Market Risk Department and Credit Risk Management Department participate in the review and validation of the fair values generated from pricing models, as appropriate. Where a pricing model is used...

  • Page 84
    ... consolidated financial statements for further information on goodwill and intangible assets. Legal, Regulatory and Tax Contingencies. In the normal course of business, the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and...

  • Page 85
    ... as an asset manager to various investment funds that may invest in securities that are backed, in whole or in part, by SPEs; and • Structuring and/or investing in other structured transactions designed to provide enhanced, tax-efficient yields to the Company or its clients. The Company engages in...

  • Page 86
    ...structure and activities, the power to make significant economic decisions held by the Company and by other parties and the variable interests owned by the Company and other parties. See Note 2 to the consolidated financial statements for information on accounting guidance adopted on January 1, 2010...

  • Page 87
    ... 31, 2009, respectively, recorded in accordance with accounting guidance for the transfer of financial assets that represented equal and offsetting assets and liabilities for fully collateralized non-cash loan transactions. The Company uses the Tier 1 leverage ratio, risk-based capital ratios (see...

  • Page 88
    ...equals total assets divided by tangible Morgan Stanley shareholders' equity. The Company views the leverage ratio as a useful measure for investors to assess capital adequacy. (6) The Tier 1 common ratio, a non-GAAP financial measure, equals Tier 1 common equity divided by Risk Weighted Assets ("RWA...

  • Page 89
    ... in August 2010. Capital Management Policies. The Company's senior management views capital as an important source of financial strength. The Company actively manages its consolidated capital position based upon, among other things, business opportunities, risks, capital availability and rates of...

  • Page 90
    ... Management Group ...Asset Management ...Parent capital ...Total from continuing operations ...Discontinued operations ...Total ... $26.0 2.9 1.9 20.7 51.5 0.1 $51.6 $17.7 6.8 2.1 15.5 42.1 0.3 $42.4 (1) The computation of Average common equity and Tier 1 capital is determined using the Company...

  • Page 91
    ... and clearing organizations related to multi-notch credit rating downgrades; • Discretionary unsecured debt buybacks; • Drawdowns on unfunded commitments provided to third parties; • Client cash withdrawals; • Limited access to the foreign exchange swap markets; • Return of securities...

  • Page 92
    ...are designed to manage exposure to refinancing risk in any one period. 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...

  • Page 93
    ...-term debt or fixed rate long-term debt swapped to a floating rate and deposits. The Company uses derivative products (primarily interest rate, currency and equity swaps) to assist in asset and liability management and to hedge interest rate risk (see Note 12 to the consolidated financial statements...

  • Page 94
    ... Total deposits insured by the FDIC at December 31, 2010 and December 31, 2009 were $48 billion and $46 billion, respectively. (2) Certain time deposit accounts are carried at fair value under the fair value option (see Note 4 to the consolidated financial statements). With the passage of the Dodd...

  • Page 95
    ...Morgan Stanley Bank, N.A. Short-Term Long-Term Rating Debt Debt Outlook Short-Term Debt Rating Outlook Dominion Bond Rating Service Limited . . R-1 (middle) A (high) Fitch Ratings ...F1 A Moody's ...P-1 A2 Rating and Investment Information, Inc...a-1 A+ Standard & Poor's ...A-1 A Negative Stable...

  • Page 96
    ... Note 13 to the consolidated financial statements). Asset Management Activities. As a general partner in certain private equity and real estate partnerships, the Company receives distributions from the partnerships according to the provisions of the partnership agreements. The Company may, from time...

  • Page 97
    .... The Company's commitments associated with outstanding letters of credit and other financial guarantees obtained to satisfy collateral requirements, investment activities, corporate lending and financing arrangements, mortgage lending and margin lending at December 31, 2010 are summarized...

  • Page 98
    ... rates, if any, on structured or indexlinked notes. (3) Amounts represent contractual principal and interest payments related to time deposits primarily held at the Company's Subsidiary Banks. (4) See Note 13 to the consolidated financial statements. (5) Purchase obligations for goods and services...

  • Page 99
    .... The Company calculated its Tier 1 leverage ratio as Tier 1 capital divided by adjusted average total assets (which reflects adjustments for disallowed goodwill, certain intangible assets, deferred tax assets and financial and non-financial equity investments). The adjusted average total assets are...

  • Page 100
    ... stock ...Qualifying mandatorily convertible trust preferred securities ...Qualifying restricted core capital elements ...Less: Goodwill ...Less: Non-servicing intangible assets ...Less: Net deferred tax assets ...Less: After-tax debt valuation adjustment ...Other deductions ...Total Tier 1 capital...

  • Page 101
    ... the Company's financial position and profitability. A significant portion of the Company's business is conducted in currencies other than the U.S. dollar, and changes in foreign exchange rates relative to the U.S. dollar can therefore affect the value of non-U.S. dollar net assets, revenues and...

  • Page 102
    ... Securities, Global Wealth Management Group and Asset Management business segments and support functions as well as at the holding company level. Principal risks involved in the Company's business activities include market, credit, capital and liquidity, operational, and compliance and legal risk...

  • Page 103
    ... the Human Resources Department, the Legal and Compliance Division, the Operations Division, Global Technology and Data, the Tax Department and Finance. The Company control groups coordinate with the business segment control groups to review the risk monitoring and risk management policies and...

  • Page 104
    ... market risk within the Global Wealth Management Group. Asset Management incurs principally Non-trading market risk primarily from capital investments in real estate funds and investments in private equity vehicles. Sound market risk management is an integral part of the Company's culture. The...

  • Page 105
    ... 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 106
    ...and other limitations and, therefore, uses VaR as only one component in its risk management oversight process. As explained above, this process also incorporates stress testing and scenario analyses and extensive risk monitoring, analysis, and control at the trading desk, division and Company levels...

  • Page 107
    ...Risk Category 95% One-Day VaR for 2010 95% One-Day VaR for 2009 Period Period End Average High Low End Average High Low (dollars in millions) Interest rate and credit spread ...Equity price ...Foreign exchange rate ...Commodity price ...Less: Diversification benefit(1) ...Total Trading VaR ...Total...

  • Page 108
    ... Four-Year Factor History 99% Average One-Day VaR for 2010 One-Year Four-Year One-Year Factor History Factor History Factor History (dollars in millions) Interest rate and credit spread ...Equity price ...Foreign exchange rate ...Commodity price ...Less: Diversification benefit(1) ...Total Trading...

  • Page 109
    ...and non-agency commissions but exclude certain Non-trading revenues such as primary, fee-based and prime brokerage revenues credited to the trading businesses). During 2010, the Company experienced net trading losses on 38 days, with zero excesses of the 95%/one-day Trading VaR. Year Ended December...

  • Page 110
    ... basis point widening in the Company's credit spread level for both December 31, 2010 and December 31, 2009. Funding Liabilities. The credit spread risk and interest rate risk associated with non-mark-to-market funding liabilities related to fixed and other Non-trading assets are also excluded from...

  • Page 111
    ...merchant banking activities: Real estate funds ...Private equity and infrastructure funds ...Other investments: Mitsubishi UFJ Morgan Stanley Securities Co., Ltd...Asset Management hedge fund investments ...Other firm investments ...Credit Risk. $108 115 $179 169 344 Credit risk refers to the risk...

  • Page 112
    ...other financial instruments on specific terms at specified future dates. Many of these products have maturities that do not extend beyond one year, although swaps, options and equity warrants typically have longer maturities. The Company incurs credit risk as a dealer in OTC derivatives. Credit risk...

  • Page 113
    ... credit risk through margin and collateral transactions with clearing houses, clearing agencies, exchanges, banks, securities firms and other financial counterparties. Certain risk management activities as they pertain to establishing appropriate collateral amounts for the Company's prime brokerage...

  • Page 114
    ... value includes $15.6 billion of funded loans and $0.4 billion of lending commitments recorded in Financial instruments owned and Financial instruments sold, not yet purchased, respectively, in the consolidated statements of financial condition at December 31, 2009. The Company's corporate lending...

  • Page 115
    ... maturity of the fair value of OTC derivatives in a gain position at December 31, 2010 and December 31, 2009. Fair value is presented in the final column net, of collateral received (principally cash and U.S. government and agency securities): OTC Derivative Products-Financial Instruments Owned at...

  • Page 116
    ... 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 at December 31, 2010 and December 31, 2009, including on a net basis, where applicable, reflecting the fair...

  • Page 117
    OTC Derivative Products-Financial Instruments Sold, Not Yet Purchased, at December 31, 2010(1) Cross-Maturity and Cash Years to Maturity 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 ...

  • Page 118
    ... Company determines the fair values recorded in the above tables using various pricing models. For a discussion of fair value as it affects the consolidated financial statements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies...

  • Page 119
    ... 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-dealers, insurance and other financial institutions...

  • Page 120
    ... and accountable systems that are consistent with advanced countries. The following tables show the Company's percentage of credit exposure from its primary corporate loans and lending commitments and OTC derivative products by country at December 31, 2010 and December 31, 2009: Corporate Lending...

  • Page 121
    ... financial service entities and mutual and pension funds, exchanges and clearing houses, and private equity and real estate funds. Global Wealth Management Group Activities. The principal Global Wealth Management Group activities that result in credit risk to the Company include margin lending...

  • Page 122
    ... positions, valuation of securities, historic trading range, volatility analysis and an evaluation of industry concentrations. The Company, through agreements with Citi relating to the formation of MSSB, retains certain credit risk for margin and non-purpose loans that are held at Citigroup Global...

  • Page 123
    ... processes, people, systems, or from external events (e.g., fraud, legal and compliance risks or damage to physical assets). The Company may incur operational risk across the full scope of its business activities, including revenue generating activities (e.g., sales and trading) and control groups...

  • Page 124
    ... develops various procedures addressing issues such as regulatory capital requirements, sales and trading practices, new products, potential conflicts of interest, structured transactions, use and safekeeping of customer funds and securities, credit granting, money laundering, privacy and...

  • Page 125
    ... condition of Morgan Stanley and subsidiaries (the "Company") as of December 31, 2010 and 2009 and the consolidated statements of income, comprehensive income, cash flows, and changes in total equity for the calendar years ended December 31, 2010 and 2009, the one month ended December 31, 2008...

  • Page 126
    ... value ...Federal funds sold and securities purchased under agreements to resell ...Securities borrowed ...Receivables: Customers ...Brokers, dealers and clearing organizations ...Fees, interest and other ...Loans (net of allowances of $82 at December 31, 2010 and $158 at December 31, 2009) ...Other...

  • Page 127
    ... stock held in treasury, at cost, $0.01 par value; 91,890,979 shares at December 31, 2010 and 127,254,949 shares at December 31, 2009 ...Common stock issued to employee trust ...Total Morgan Stanley shareholders' equity ...Noncontrolling interests ...Total equity ...Total liabilities and equity...

  • Page 128
    ...: Trading ...Investments ...Commissions ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...Interest income ...Interest expense ...Net interest ...Net revenues ...Non-interest expenses: Compensation and benefits ...Occupancy and equipment ...Brokerage...

  • Page 129
    ... taxes of $25 million for 2010. (4) Amounts are net of provision for (benefit from) income taxes of $(10) million, $(161) million, $147 million and $(132) million for 2010, 2009, fiscal 2008 and the one month ended December 31, 2008, respectively. See Notes to Consolidated Financial Statements...

  • Page 130
    ... ...840 565 743 MUFG Transaction ...247 - - Sale of stake in China International Capital Corporation Limited ...989 - - Purchases of securities available for sale ...(29,989) - - Sales and redemptions of securities available for sale ...999 - - Net cash used for investing activities ...(29,157...

  • Page 131
    MORGAN STANLEY Consolidated Statements of Changes in Total Equity (dollars in millions) Common Common Accumulated Stock Stock Employee Other Held in Issued to NonPreferred Common Paid-in Retained Stock Comprehensive Treasury Employee controlling Total Stock Stock Capital Earnings Trust Income (Loss)...

  • Page 132
    MORGAN STANLEY Consolidated Statements of Changes in Total Equity-(Continued) (dollars in millions) Common Common Accumulated Stock Stock Employee Other Held in Issued to NonPreferred Common Paid-in Retained Stock Comprehensive Treasury Employee controlling Total Stock Stock Capital Earnings Trust ...

  • Page 133
    ... 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 Holdings LLC ("MSSB") (see Note 3), provides brokerage and...

  • Page 134
    ... associated with a development property in Atlantic City, New Jersey. Total assets of Revel included in the Company's consolidated statements of financial condition at December 31, 2010 and December 31, 2009 approximated $28 million and $1.2 billion, respectively. The results of Revel are reported...

  • Page 135
    ...include Morgan Stanley & Co. Incorporated ("MS&Co."), Morgan Stanley Smith Barney LLC, Morgan Stanley & Co. International plc ("MSIP"), Morgan Stanley MUFG Securities, Co., Ltd. ("MSMS"), Morgan Stanley Bank, N.A. and Morgan Stanley Investment Advisors Inc. Income Statement Presentation. The Company...

  • Page 136
    ... on net interest, net revenues 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, acquisitions and restructuring transactions are recorded when services...

  • Page 137
    ...required by other accounting guidance. These financial instruments primarily represent the Company's trading and investment activities and include both cash and derivative products. In addition, debt securities classified as Securities available for sale are measured at fair value in accordance with...

  • Page 138
    ...for liquidity risk adjust model derived mid-market levels of Level 2 and Level 3 financial instruments for the bid-mid or mid-ask spread required to properly reflect the exit price of a risk position. Bid-mid and mid-ask spreads are marked to levels observed in trade activity, broker quotes or other...

  • Page 139
    ... yet purchased-Derivative and other contracts and Corporate and other debt in the consolidated statements of financial condition. The Company's hedges are designated and qualify for accounting purposes as one of the following types of hedges: hedges of changes in fair value of assets and liabilities...

  • Page 140
    ... loans, corporate bonds and loans, U.S. agency collateralized mortgage obligations and other types of financial assets (see Note 7). Such transfers of financial assets are generally accounted for as sales when the Company has relinquished control over the transferred assets and does not consolidate...

  • Page 141
    ... Company's actual net income applicable to Morgan Stanley or other financial results. Unless contractually required by the terms of the participating securities, no losses are allocated to participating securities for purposes of the EPS calculation under the two-class method. On July 1, 2010, Moody...

  • Page 142
    .... Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end rates of exchange, and income statement accounts are translated at weighted average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial...

  • Page 143
    ... in Morgan Stanley Shareholders' equity and generally accounted for in a manner similar to treasury stock. The Company has included its obligations under certain deferred compensation plans in Employee stock trust. Shares that the Company has issued to its Rabbi Trusts are recorded in Common stock...

  • Page 144
    ... financial guarantees, see Note 13. Accounting Developments. Employee Benefit Plans. In September 2006, the Financial Accounting Standards Board (the "FASB") issued accounting guidance for pension and other post retirement plans. In the first quarter of fiscal 2008, the Company recorded an after-tax...

  • Page 145
    ... share-based payment awards to employees. The accounting guidance required that the tax benefit related to dividend equivalents paid on RSUs that are expected to vest be recorded as an increase to additional paid-in capital. The Company adopted this guidance prospectively effective December 1, 2008...

  • Page 146
    ...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 allowed...

  • Page 147
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 3. Morgan Stanley Smith Barney Holdings LLC. Smith Barney. On May 31, 2009, the Company and Citigroup Inc. ("Citi") consummated the combination of the Company's Global Wealth Management Group and the businesses of Citi's Smith ...

  • Page 148
    ......Total liabilities assumed ...Net assets acquired ... $ 920 33 1,667 4,480 881 $7,981 $ 11 2,320 798 $3,129 $4,852 In addition, the Company recorded a receivable of approximately $1.1 billion relating to the fair value of the Smith Barney delayed contribution businesses at May 31, 2009 from Citi...

  • Page 149
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table summarizes the final allocation of the purchase price to the net assets of Citi Managed Futures as of July 31, 2009 (dollars in millions). Total fair value of consideration transferred ...Total fair value of ...

  • Page 150
    ... one month ended December 31, 2008 were pro forma adjustments to reflect the results of operations of Smith Barney and Citi Managed Futures as well as the impact of amortizing certain purchase accounting adjustments such as amortizable intangible assets. The pro forma condensed financial information...

  • Page 151
    ...and Financial Instruments Sold, Not Yet Purchased. U.S. Government and Agency Securities. • U.S. Treasury Securities. U.S. treasury securities are valued using quoted market prices. Valuation adjustments are not applied. Accordingly, U.S. treasury securities are generally categorized in Level 1 of...

  • Page 152
    ... price based on pricing indications from syndicate banks and customers. The valuation of loans and lending commitments also takes into account fee income that is considered an attribute of the contract. Corporate loans and lending commitments are generally categorized in Level 2 of the fair value...

  • Page 153
    ... rate swaps, certain option contracts and certain credit default swaps. In the case of more established derivative products, the pricing models used by the Company are widely accepted by the financial services industry. A substantial majority of OTC derivative products valued by the Company using...

  • Page 154
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) assumptions and the reduced observability of inputs. This includes derivative interests in certain mortgage-related CDO securities, certain types of ABS credit default swaps, basket credit default swaps and CDO-squared positions ...

  • Page 155
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) of fair value. For non-exchange-traded investments either held directly or held within internally managed funds, fair value after initial recognition is based on an assessment of each underlying investment, considering rounds of ...

  • Page 156
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Securities Sold under Agreements to Repurchase. • In 2010, the fair value option was elected for certain securities sold under agreements to repurchase. The fair value of a repurchase agreement is computed using a standard cash ...

  • Page 157
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2010 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Significant Counterparty Observable Unobservable and Cash Inputs ...

  • Page 158
    ... 2) (Level 3) Netting (dollars in millions) Balance at December 31, 2010 Commercial paper and other short-term borrowings ...Financial instruments sold, not yet purchased: U.S. government and agency securities: U.S. Treasury securities ...U.S. agency securities ...Total U.S. government and agency...

  • Page 159
    ... derivatives became actively traded and were valued based on quoted prices from the exchange. Financial instruments owned-Corporate equities. During 2010, the Company reclassified approximately $1.2 billion of certain Corporate equities from Level 2 to Level 1 as transactions in these securities...

  • Page 160
    ... 2) (Level 3) Netting 2009 (dollars in millions) Securities received as collateral ...Intangible assets(3) ...Liabilities Deposits ...Commercial paper and other short-term borrowings ...Financial instruments sold, not yet purchased: U.S. government and agency securities: U.S. Treasury securities...

  • Page 161
    ... securities ...Asset-backed securities ...Corporate bonds ...Collateralized debt obligations ...Loans and lending commitments ...Other debt ...Total corporate and other debt ...Corporate equities ...Net derivative and other contracts: Interest rate contracts ...Credit contracts ...Foreign exchange...

  • Page 162
    ... ...Other ...Total net derivative and other contracts(3) ...Investments: Private equity funds ...Real estate funds ...Hedge funds ...Principal investments ...Other ...Total investments ...Securities received as collateral ...Intangible assets ...Liabilities Deposits ...Commercial paper and other...

  • Page 163
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Financial instruments owned-Corporate and other debt. During 2010, the Company reclassified approximately $3.5 billion of certain Corporate and other debt, primarily loans and hybrid contracts, from Level 3 to Level 2. The Company...

  • Page 164
    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 (Losses) Total Realized Purchases, for Level 3 Beginning and Sales, Other Net Transfers Ending Assets/Liabilities ...

  • Page 165
    ..., broker quotes and/or consensus pricing resulted in the reclassifications of certain tranche-indexed corporate credit default swaps. The Company reclassified approximately $0.4 billion of certain Derivative and other contracts from Level 2 to Level 3 as certain inputs became unobservable. Financial...

  • Page 166
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for Fiscal 2008 Unrealized Gains (Losses) Total Realized Purchases, Net for Level 3 Beginning and Sales, Other Transfers Ending Assets/...

  • Page 167
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) During fiscal 2008, the Company reclassified approximately $7.5 billion of certain Corporate and other debt from Level 3 to Level 2. These reclassifications primarily related to ABS and corporate loans as some liquidity re-entered...

  • Page 168
    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 One Month Ended December 31, 2008 Unrealized Purchases, Gains (Losses) Total Sales, for Level 3 Realized Other Assets/ Beginning and ...

  • Page 169
    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 $9,752 million and $9,286 million at December 31, 2010 and 2009, respectively. The following table presents ...

  • Page 170
    ... 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 target company. At December 31, 2010, investments representing approximately 64% of the value of...

  • Page 171
    ..., 2009, fiscal 2008 and the one month ended December 31, 2008. Principal (Losses) Gains TransactionsInterest Included in Trading Expense Net Revenues (dollars in millions) 2010 Deposits ...Commercial paper and other short-term borrowings ...Long-term borrowings ...Securities sold under agreements...

  • Page 172
    ... the consolidated statements of financial condition, the fair value hierarchy for those assets measured at fair value on a non-recurring basis for which the Company recognized a non-recurring fair value adjustment for 2010, 2009 and fiscal 2008. 2010. Fair Value Measurements Using: Quoted Prices in...

  • Page 173
    ... a non-recurring basis during 2010. 2009. Fair Value Measurements Using: Quoted Prices in Significant Carrying Value Active Markets for Significant Unobservable Total at December 31, Identical Assets Observable Inputs Inputs Losses for 2009 (Level 1) (Level 2) (Level 3) 2009(1) (dollars in millions...

  • Page 174
    ... agreements to repurchase, Securities loaned, Receivables-Customers, Receivables-Brokers, dealers and clearing organizations, Payables-Customers, Payables-Brokers, dealers and clearing organizations, certain Commercial paper and other short-term borrowings, certain Deposits and certain Other secured...

  • Page 175
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 5. Securities Available for Sale. At December 31, 2010 Amortized Cost Gross Gross Other-thanUnrealized Unrealized Temporary Gains Losses Impairment (dollars in millions) Fair Value The following table presents information about ...

  • Page 176
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company did not have any AFS securities at December 31, 2009. 6. Collateralized Transactions. The Company enters into reverse repurchase agreements, repurchase agreements, securities borrowed and securities loaned ...

  • Page 177
    ...debt ...Corporate equities ...Total ... $11,513 8,741 12,333 21,919 $54,506 $18,376 4,584 13,111 10,284 $46,355 The Company receives collateral in the form of securities in connection with reverse repurchase agreements, securities borrowed and derivative transactions, and customer margin loans. In...

  • Page 178
    ... VIEs that hold debt, equity, real estate or other assets. • Derivatives entered into with VIEs. • Structuring of credit-linked notes ("CLN") or other asset-repackaged notes designed to meet the investment objectives of clients. • Other structured transactions designed to provide tax-efficient...

  • Page 179
    ... the Company accounts for the assets held by the entities primarily in Financial instruments owned and the liabilities of the entities as Other secured financings in the consolidated statements of financial condition. The Company includes assets held by consolidated VIEs included in other structured...

  • Page 180
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following tables present information at December 31, 2010 and December 31, 2009 about VIEs that the Company consolidates. Consolidated VIE assets and liabilities are presented after intercompany eliminations and include assets...

  • Page 181
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents information about certain non-consolidated VIEs in which the Company had variable interests at December 31, 2010. Many of the VIEs included in this table met the QSPE requirements under previous ...

  • Page 182
    ...$ 45 $ The Company's transactions with VIEs primarily includes securitizations, municipal tender option bond trusts, credit protection purchased through CLNs, collateralized loan and debt obligations, equity-linked notes, managed real estate partnerships and asset management investment funds. Such...

  • Page 183
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Securitization Activities. In a securitization transaction, the Company transfers assets (generally commercial or residential mortgage loans or U.S. agency securities) to an SPE, sells to investors most of the beneficial interests...

  • Page 184
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Credit Protection Purchased Through CLNs. In 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 ...

  • Page 185
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Transfers of Assets with Continuing Involvement. The following tables present information at December 31, 2010 regarding transactions with SPEs in which the Company, acting as principal, transferred assets with continuing ...

  • Page 186
    ...31, 2009 Residential Commercial CreditMortgage Mortgage Linked Loans Loans Notes (dollars in millions) Other Assets Carrying value ...Other secured financings Carrying value ...Mortgage Servicing Activities. $151 $138 $291 $269 $1,012 $ 978 $1,294 $1,294 Mortgage Servicing Rights. The Company...

  • Page 187
    ...2010 and December 31, 2009, respectively, and are included within Intangible assets and carried at fair value in the consolidated statements of financial condition. SPE Mortgage Servicing Activities. The Company services residential mortgage loans in the U.S. and Europe and commercial mortgage loans...

  • Page 188
    ... Company's Credit Risk Management Department evaluates new obligors before credit transactions are initially approved, and at least annually thereafter for consumer and industrial loans. For corporate and commercial loans, credit evaluations typically involve the evaluation of financial statements...

  • Page 189
    ... for home equity loans where the Company does not hold a senior mortgage, which are considered substandard when past due 90 days or more regardless of loan-to-value ratio. • Doubtful. Inherent weakness in the exposure makes the collection or repayment in full, based on existing facts, conditions...

  • Page 190
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) establishes a reserve for loan amounts it does not consider recoverable from terminated employees, which is recorded in Compensation and benefits expense. At December 31, 2010, the Company had $5,831 million of employee loans, net...

  • Page 191
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Goodwill. Changes in the carrying amount of the Company's goodwill, net of accumulated impairment losses for 2010 and 2009, were as follows: Global Wealth Management Asset Group Management (dollars in millions) Institutional ...

  • Page 192
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Net Intangible Assets. Changes in the carrying amount of the Company's intangible assets for 2010 and 2009 were as follows: Global Wealth Institutional Management Asset Securities(1) Group Management(2) (dollars in millions) ...

  • Page 193
    ...215 (1) Total deposits insured by the Federal Deposit Insurance Corporation ("FDIC") at December 31, 2010 and December 31, 2009 were $48 billion and $46 billion, respectively. (2) Certain time deposit accounts are carried at fair value under the fair value option (see Note 4). The weighted average...

  • Page 194
    ... TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 11. Borrowings and Other Secured Financings. Commercial Paper and Other Short-Term Borrowings. The table below summarizes certain information regarding commercial paper and other short-term borrowings: December 31, December 31, 2010 2009 (dollars...

  • Page 195
    ... indices, baskets of stocks, or specific equity securities, credit or other position or index. The Company carries either the entire structured borrowing at fair value or bifurcates the embedded derivative and carries it at fair value. The swaps and purchased options used to economically hedge the...

  • Page 196
    ... residential mortgage whole loan, derivative contracts, warehouse lending, emerging market loan, structured product, corporate loan, investment banking and prime brokerage businesses. FDIC's Temporary Liquidity Guarantee Program. At December 31, 2010 and December 31, 2009, the Company had long-term...

  • Page 197
    ... indices, mortgage-related and other asset-backed securities, and real estate loan products. The Company uses these instruments for trading, foreign currency exposure management and asset and liability management. The Company manages its trading positions by employing a variety of risk mitigation...

  • Page 198
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) positions in related securities and financial instruments, including a variety of derivative products (e.g., futures, forwards, swaps and options). The Company manages the market risk associated with its trading activities on a ...

  • Page 199
    ... received is netted on a counterparty basis, provided legal right of offset exists. Hedge Accounting. The Company applies hedge accounting using various derivative financial instruments and non-U.S. dollardenominated debt to hedge interest rate and foreign exchange risk arising from assets and...

  • Page 200
    ... investments in foreign operations at the spot rate is deferred and reported within Accumulated other comprehensive income (loss) in Equity, net of tax effects. The forward points on the hedging instruments are recorded in Interest income. The following tables summarize the fair value of derivative...

  • Page 201
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Assets at Liabilities at December 31, 2009 December 31, 2009 Fair Value Notional Fair Value Notional (dollars in millions) Derivatives designated as accounting hedges: Interest rate contracts ...$ Foreign exchange contracts ......

  • Page 202
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Derivatives Designated as Net Investment Hedges. Losses Recognized in OCI (effective portion) Product Type 2010 One Month Ended 2009 December 31, 2008 (dollars in millions) Foreign exchange contracts(1) ...Debt instruments ......

  • Page 203
    ... of a credit ratings downgrade. At December 31, 2010 and December 31, 2009, the aggregate fair value of derivative contracts that contain credit-risk-related contingent features that are in a net liability position totaled $32,567 million and $23,052 million, respectively, for which the Company has...

  • Page 204
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (1) Fair value amounts are shown on a gross basis prior to cash collateral or counterparty netting. (2) Fair value amounts of certain credit default swaps where the Company sold protection have an asset carrying value because ...

  • Page 205
    ... a positive fair value of $65 billion compared with $2.4 trillion of credit protection sold with a negative fair value of $44 billion at December 31, 2009. The purchase of credit protection does not represent the sole manner in which the Company risk manages its exposure to credit derivatives. The...

  • Page 206
    ... are recorded at fair value within Financial instruments owned and Financial instruments sold, not yet purchased in the consolidated statements of financial condition (see Note 4). (2) This amount includes commitments to asset-backed commercial paper conduits of $275 million at December 31, 2010, of...

  • Page 207
    ...the same terms and conditions as other investors in certain of these funds that the Company forms primarily for client investment, except that the Company may waive or lower applicable fees and charges for its employees. The Company has contractual capital commitments, guarantees, lending facilities...

  • Page 208
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Occupancy lease agreements, in addition to base rentals, generally provide for rent and operating expense escalations resulting from increased assessments for real estate taxes and other charges. Total rent expense, net of ...

  • Page 209
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (2) Amounts include a guarantee to investors in undivided participating interests in claims the Company made against a derivative counterparty that filed for bankruptcy protection. To the extent, in the future, any portion of the ...

  • Page 210
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) investor's contribution to a fund and the investor's share of tax losses and tax credits expected to be generated by a fund. From time to time, the Company may also guarantee return of principal invested, potentially including a ...

  • Page 211
    ... 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 212
    ...level of the Company's due diligence associated 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...

  • Page 213
    ... and controlling class of notes. At issue is whether, pursuant to the terms of the swap agreements, the Company was required to post collateral to Tourmaline, or take any other action, after the Company's credit ratings were downgraded in 2008 by certain ratings agencies. The Company and Barclays...

  • Page 214
    .... The Company calculated its Tier 1 leverage ratio as Tier 1 capital divided by adjusted average total assets (which reflects adjustments for disallowed goodwill, certain intangible assets, deferred tax assets and financial and non-financial equity investments). The adjusted average total assets are...

  • Page 215
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table summarizes the capital measures for the Company: December 31, 2010 December 31, 2009 Balance Ratio Balance Ratio (dollars in millions) Tier 1 capital ...Total capital ...RWAs ...Adjusted average assets ...Tier...

  • Page 216
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) of Tier 1 capital to RWAs of 6%, and a ratio of Tier 1 capital to average book assets (leverage ratio) of 5%. Each U.S. depository institution subsidiary of the Company must be well-capitalized in order for the Company to continue...

  • Page 217
    ...of net assets of consolidated subsidiaries may be restricted as to the payment of cash dividends and advances to the parent company. 15. Total Equity. Morgan Stanley Shareholders' Equity. Common Stock. Changes in shares of common stock outstanding for 2010, 2009, fiscal 2008 and the one month ended...

  • Page 218
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The trust common securities, which were held by the Company, represented an interest in the Trusts and were recorded as an equity method investment in the Company's consolidated statement of financial condition. The Trusts were ...

  • Page 219
    ...certain employees who hold outstanding RSUs. The assets of the Rabbi Trusts are consolidated with those of the Company, and the value of the Company's stock held in the Rabbi Trusts is classified in Morgan Stanley shareholders' equity and generally accounted for in a manner similar to treasury stock...

  • Page 220
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 20 trading days within any period of 30 consecutive trading days beginning after October 13, 2009 (subject to certain ownership limits on MUFG and its affiliates). The remainder of the Series B Preferred Stock will mandatorily ...

  • Page 221
    .... Increases or decreases in the value of the Company's net foreign investments generally are tax deferred for U.S. purposes, but the related hedge gains and losses are taxable currently. The Company attempts to protect its net book value from the effects of fluctuations in currency exchange rates on...

  • Page 222
    ...on the Company's shareholders' equity from changes in ownership of subsidiaries resulting from transactions with noncontrolling interests. Year Ended December 31, 2010 2009 (dollars in millions) Net income applicable to Morgan Stanley ...Transfers from the noncontrolling interests: Increase in paid...

  • Page 223
    ...per share data): One Month Ended December 31, 2008 2010 2009 Fiscal 2008 Basic EPS: Income (loss) from continuing operations ...Net gain (loss) from discontinued operations ...Net income (loss) ...Net income applicable to noncontrolling interests ...Net income (loss) applicable to Morgan Stanley...

  • Page 224
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) One Month Ended December 31, 2008 2010 2009 Fiscal 2008 From discontinued operations ...Earnings (loss) applicable to common shareholders plus assumed conversions ...Weighted average common shares outstanding ...Effect of ...

  • Page 225
    ... follows: One Month Fiscal Ended December 31, 2009 2008(1) 2008 (dollars in millions) 2010 Interest income(2): Financial instruments owned(3) ...Securities available for sale ...Loans ...Interest bearing deposits with banks ...Federal funds sold and securities purchased under agreements to resell...

  • Page 226
    ..., 2009 2008 2008 (dollars in millions) 2010 Gain on China International Capital Corporation Limited (see Note 24) ...Gain on sale of Invesco shares (see Note 1) ...FrontPoint impairment charges (see Note 28) ...Gain on repurchase of long-term debt (see Note 11) ...Morgan Stanley Wealth Management...

  • Page 227
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The components of the Company's stock-based compensation expense (net of cancellations) are presented below: One Month Ended Fiscal December 31, 2009 2008 2008 (dollars in millions) 2010 Deferred stock ...Stock options ......

  • Page 228
    ...expected to vest. The weighted average price for RSUs granted during 2009, fiscal 2008 and the one month ended December 31, 2008 was $26.30, $48.71 and $16.81, respectively. At December 31, 2010, the weighted average remaining term until delivery for the Company's outstanding RSUs was approximately...

  • Page 229
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 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 become exercisable ...

  • Page 230
    ... 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 231
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) retirement contribution under the 401(k) plan. The amount of the retirement contribution is included in the Company's 401(k) cost and is equal to between 2% and 5% of eligible pay up to the annual Internal Revenue Code Section 401...

  • Page 232
    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 2010, 2009, fiscal 2008 and the one month ended December 31, 2008 are as follows: Pension Postretirement ...

  • Page 233
    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 2010 and 2009: Pension Postretirement (dollars in millions) ...

  • Page 234
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents a summary of the funded status at December 31, 2010 and December 31, 2009: Pension Postretirement December 31, December 31, December 31, December 31, 2010 2009 2010 2009 (dollars in millions) Funded ...

  • Page 235
    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, 2010 2009 Postretirement December 31, December 31, 2010 2009 Discount rate ......

  • Page 236
    ...by a federal or state agency. The trust must be maintained for the collective investment or reinvestment of assets contributed 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...

  • Page 237
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) to produce returns as close as possible to certain Financial Times Stock Exchange indexes. Foreign target cash flow funds are designed to provide a series of fixed annual cash flows over five or 10 years achieved by investing in ...

  • Page 238
    ...net pension plan assets at December 31, 2009: Quoted Prices in Active Markets for Significant Significant Identical Assets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) (dollars in millions) Total Assets: Investments: Cash and cash equivalents(1) ...U.S. government and agency...

  • Page 239
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (1) Cash and cash equivalents, securities purchased under agreements to resell, other receivables and other liabilities are valued at cost, which approximates fair value. (2) Derivative and other contracts in an asset position ...

  • Page 240
    ..., Morgan Stanley 401(k) Savings Plan and Profit Sharing Awards. Eligible U.S. employees receive 401(k) matching contributions that are invested in the Company's common stock. Effective July 1, 2009, the Company introduced the Morgan Stanley 401(k) Savings Plan for legacy Smith Barney U.S. employees...

  • Page 241
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 22. Income Taxes. The provision for (benefit from) income taxes from continuing operations consisted of: One Month Ended Fiscal December 31, 2009 2008 2008 (dollars in millions) 2010 Current: U.S. federal ...U.S. state and ...

  • Page 242
    ... 31, 2010 December 31, 2009 (dollars in millions) Deferred tax assets: Tax credits and loss carryforward ...Employee compensation and benefit plans ...Valuation and liability allowances ...Valuation of inventory, investments and receivables ...Deferred expenses ...Other ...Total deferred tax assets...

  • Page 243
    ... in which it operates. The Company recorded net income tax provision (benefit) to Paid-in capital related to employee stock compensation transactions of $322 million, ($33) million, $131 million, and $4 million in 2010, 2009, fiscal 2008, and the one month ended December 31, 2008, respectively. Cash...

  • Page 244
    ..., net of federal and state income tax benefits. The following table presents a reconciliation of the beginning and ending amount of unrecognized tax benefits for 2010 and 2009 (dollars in millions): Unrecognized Tax Benefits Balance at December 31, 2008 ...Increase based on tax positions related...

  • Page 245
    ...a wide range of financial products and services to its customers in each of its business segments: Institutional Securities, Global Wealth Management Group and Asset Management. For further discussion of the Company's business segments, see Note 1. Revenues and expenses directly associated with each...

  • Page 246
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Selected financial information for the Company's segments is presented below: Institutional Securities Global Wealth Management Asset Intersegment Group Management Discover Eliminations (dollars in millions) 2010 Total Total ...

  • Page 247
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Global Wealth Institutional Management Asset Intersegment Securities Group Management Discover Eliminations (dollars in millions) Fiscal 2008 Total Total non-interest revenues ...$13,024 Net interest ...1,744 Net revenues ...$...

  • Page 248
    ... financial statements. Global Wealth Management Asset Intersegment Group Management Eliminations (dollars in millions) Net Interest Institutional Securities Total 2010 Interest income ...Interest expense ...Net interest ...2009 Interest income ...Interest expense ...Net interest ...Fiscal 2008...

  • Page 249
    ...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, debt underwriting-revenue recording location, sales and trading-trading desk location...

  • Page 250
    ... the equity method. (3) The Company's ownership interest represents limited partnerships interests in a number of different entities within the Avenue Capital Group. On May 1, 2010, the Company and MUFG closed the transaction to form a joint venture in Japan of their respective investment banking...

  • Page 251
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 25. Discontinued Operations. See Note 1 for a discussion of the Company's discontinued operations. The table below provides information regarding amounts included in discontinued operations: One Month Ended December 31, 2008 ...

  • Page 252
    ... to subsidiaries: Bank and bank holding company ...Non-bank ...Investment in subsidiaries, at equity: Bank and bank holding company ...Non-bank ...Other assets ...Total assets ...Liabilities and Shareholders' Equity: Commercial paper and other short-term borrowings ...Financial instruments sold...

  • Page 253
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Parent Company Only Condensed Statements of Income and Comprehensive Income (dollars in millions) One Month Ended December 31, 2008 2010 2009 Fiscal 2008 Revenues: Dividends from non-bank subsidiary ...Undistributed gain (loss...

  • Page 254
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Parent Company Only Condensed Statements of Cash Flows (dollars in millions) Fiscal 2008 One Month Ended December 31, 2008 2010 2009 Cash flows from operating activities: Net income (loss) ...$ 4,703 $ 1,346 Adjustments to ...

  • Page 255
    ...' obligations under derivative and other financial arrangements. The Company records Financial instruments owned and Financial instruments sold, not yet purchased, which include derivative contracts, at fair value on its consolidated statements of financial condition. The Company also, in...

  • Page 256
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 27. Quarterly Results (unaudited). First 2010 Quarter 2009 Quarter Second Third Fourth First Second Third (dollars in millions, except per share data) Fourth Total non-interest revenues ...$8,704 $7,822 $6,677 $7,555 $3,003 $ Net...

  • Page 257
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 28. Subsequent Events. Revel. On February 17, 2011, the Company completed the sale of Revel to a group of investors led by Revel's Chief Executive Officer. The Company will not retain any stake or ongoing involvement. The sale ...

  • Page 258
    ...: Financial instruments owned(1): U.S...$145,449 $3,124 Non-U.S...105,385 807 Securities available for sale: U.S...18,290 215 Loans: U.S...7,993 293 Non-U.S...219 22 Interest bearing deposits with banks: U.S...33,807 67 Non-U.S...20,897 88 Federal funds sold and securities purchased under agreements...

  • Page 259
    ...and Net Interest Income 2009 Average Weekly Average Balance(2) Interest Rate (dollars in millions) Assets Interest earning assets: Financial instruments owned(1): U.S...Non-U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Federal funds sold and securities purchased...

  • Page 260
    ... Fiscal 2008 Average Month-End Average Balance(2) Interest Rate (dollars in millions) Assets Interest earning assets: Financial instruments owned(1) ...Loans ...Other interest earning assets(3): Interest bearing deposits with banks ...Federal funds sold and securities purchased under agreements to...

  • Page 261
    ...31, 2008 Average Annualized Month-End Average Balance(2) Interest Rate (dollars in millions) Assets Interest earning assets: Financial instruments owned(1): U.S...Non-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...

  • Page 262
    ...: 2010 versus 2009 Increase (Decrease) due to Change in: Volume Rate Net Change (dollars in millions) Interest earning assets: Financial instruments owned: U.S...Non-U.S...Securities available for sale: U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Federal funds...

  • Page 263
    ... used. (2) Deposits are primarily located in U.S. offices. Ratios. 2010 2009 Fiscal 2008 One Month Ended December 31, 2008 Net income to average assets ...Return on common equity(1) ...Return on total equity(2) ...Dividend payout ratio(3) ...Total average common equity to average assets ...Total...

  • Page 264
    ... agreements and Securities loaned. See Note 1 and Note 17 of the consolidated financial statements for further information. (2) The Company calculates its average balances based upon weekly amounts except where weekly balances are unavailable, month-end balances are used. (3) The period-end...

  • Page 265
    ... outstandings for each country in which cross-border outstandings exceed 1% of the Company's consolidated assets or 20% of the Company's total capital, whichever is less, at December 31, 2010 and December 31, 2009, respectively, in accordance with the FFIEC guidelines (dollars in millions): Country...

  • Page 266
    ..., as such term is defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. Management's Report on...

  • Page 267
    ... Company Accounting Oversight Board (United States), the consolidated statements of financial condition of the Company as of December 31, 2010, the consolidated statements of income, comprehensive income, cash flows, and changes in total equity for the year ended December 31, 2010 and our report...

  • Page 268
    ... reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the quarter ended December 31, 2010 that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information. Not applicable...

  • Page 269
    ... of Morgan Stanley." Morgan Stanley's Code of Ethics and Business Conduct applies to all directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer and Finance Director and Controller. You can find our Code of Ethics and Business Conduct on our internet site...

  • Page 270
    ... Equity Incentive Compensation Plan for Morgan Stanley Smith Barney Employees ("REICP"). The material features of these plans are described below. (3) As of December 31, 2010, approximately 63 million shares were available under the Company's plans that can be used for the purpose of granting annual...

  • Page 271
    ... rights, stock options and restricted stock and other forms of stock-based awards. * * * Other information relating to security ownership of certain beneficial owners and management is set forth under the caption "Beneficial Ownership of Company Common Stock" in Morgan Stanley's Proxy Statement and...

  • Page 272
    .... Exhibits and Financial Statement Schedules. Documents filed as part of this report. • The consolidated financial statements required to be filed in this Annual Report on Form 10-K are included in Part II, Item 8 hereof. • An exhibit index has been filed as part of this report beginning on page...

  • Page 273
    ... 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 28, 2011. MORGAN STANLEY (REGISTRANT) By:/s/ JAMES P. GORMAN (James P. Gorman) President and Chief Executive Officer POWER OF ATTORNEY...

  • Page 274
    Signature Title /s/ C. ROBERT KIDDER (C. Robert Kidder) Director /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) Director /s/ Director /s/ Director /s/ Director /s/ LAURA D'...

  • Page 275
    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM 10-K For the year ended December 31, 2010 Commission File No. 1-11758

  • Page 276
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 277
    ... to Morgan Stanley's Registration Statement on Form S-3/A (No. 333-117752)). 4.3 4.4 4.5 4.6 (1) For purposes of this Exhibit Index, references to "The Bank of New York" mean in some instances the entity successor to JPMorgan Chase Bank, N.A. or J.P. Morgan Trust Company, National Association...

  • Page 278
    ...to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended May 31, 2006). Depositary Receipt for Depositary Shares, representing Floating Rate Non-Cumulative Preferred Stock, Series A (included in Exhibit 4.10 hereto). Amended and Restated Trust Agreement of Morgan Stanley Capital Trust...

  • Page 279
    ... Company (Exhibit 10 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010). 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 Holdings LLC...

  • Page 280
    ...31, 2004). Form of Equity Incentive Compensation Plan Award Certificate (Exhibit 10.10 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended August 31, 2005). Form of Chief Executive Officer Equity Award Certificate for Discretionary Retention Award of Stock Units and Stock Options...

  • Page 281
    ... ended May 31, 2006). 2007 Equity Incentive Compensation Plan, as amended and restated as of March 19, 2010 (Exhibit 10.1 to Morgan Stanley's Current Report on Form 8-K dated May 18, 2010). Morgan Stanley 2006 Notional Leveraged Co-Investment Plan, as amended and restated as of November 28, 2008...

  • Page 282
    ... Form 10-K for the fiscal year ended November 30, 2008). Morgan Stanley 2009 Replacement Equity Incentive Compensation Plan for Morgan Stanley Smith Barney Employees (Exhibit 4.2 to Morgan Stanley's Registration Statement on Form S-8 (No. 333159504)). Form of Award Certificate for Performance Stock...

  • Page 283
    ... 30, 2008 and One Month Ended December 31, 2008, (v) the Consolidated Statements of Changes in Total Equity-Twelve Months Ended December 31, 2010, December 31, 2009, November 30, 2008 and One Month Ended December 31, 2008, and (vi) Notes to Consolidated Financial Statements. * Filed herewith...

  • Page 284
    ... in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who...

  • Page 285
    ... in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who...

  • Page 286
    ...connection with the Annual Report of Morgan Stanley (the "Company") on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James P. Gorman, President and Chief Executive Officer of the Company, certify, pursuant to...

  • Page 287
    ... with the Annual Report of Morgan Stanley (the "Company") on Form 10-K for the year ended December 31, 2010 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 288
    This document printed on 10% post consumer recycled paper with soy-based inks and 100% renewable wind energy.