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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, 2014
Commission File Number 1-11758
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1585 Broadway
New York, NY 10036
(Address of principal executive offices,
including zip code)
36-3145972
(I.R.S. Employer Identification No.)
(212) 761-4000
(Registrant’s telephone number,
including area code)
Title of each class
Name of exchange on
which registered
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value ..................................................................... NewYork Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock,
Series A, $0.01 par value ......................................................................... NewYork Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series E, $0.01 par value .................................................................... NewYork Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series F, $0.01 par value .................................................................... NewYork Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 6.625% Non-Cumulative Preferred Stock,
Series G, $0.01 par value ......................................................................... NewYork Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series I, $0.01 par value .................................................................... NewYork Stock Exchange
6
1
4
% Capital Securities of Morgan Stanley Capital Trust III (and Registrant’s guaranty with respect thereto) ........ NewYork Stock Exchange
6
1
4
% Capital Securities of Morgan Stanley Capital Trust IV (and Registrant’s guaranty with respect thereto) ........ NewYork Stock Exchange
5
3
4
% Capital Securities of Morgan Stanley Capital Trust V (and Registrant’s guaranty with respect thereto) ......... NewYork Stock Exchange
6.60% Capital Securities of Morgan Stanley Capital Trust VI (and Registrant’s guaranty with respect thereto) ........ NewYork Stock Exchange
6.60% Capital Securities of Morgan Stanley Capital Trust VII (and Registrant’s guaranty with respect thereto) ....... NewYork Stock Exchange
6.45% Capital Securities of Morgan Stanley Capital Trust VIII (and Registrant’s guaranty with respect thereto) ...... NewYork Stock Exchange
Market Vectors ETNs due March 31, 2020 (2 issuances); Market Vectors ETNs due April 30, 2020 (2 issuances) ..... NYSE Arca, Inc.
Morgan Stanley Cushing®MLP High Income Index ETNs due March 21, 2031 ................................ NYSE Arca, Inc.
Indicate by check mark if Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ÈNO
Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO È
Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES ÈNO
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files). YES ÈNO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer È
Non-Accelerated Filer
(Do not check if a smaller reporting company)
Accelerated Filer
Smaller reporting company
Indicate by check mark whether Registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES NO È
As of June 30, 2014, the aggregate market value of the common stock of Registrant held by non-affiliates of Registrant was approximately
$60,823,096,775. This calculation does not reflect a determination that persons are affiliates for any other purposes.
As of January 31, 2015, there were 1,976,612,907 shares of Registrant’s common stock, $0.01 par value, outstanding.
Documents Incorporated by Reference: Portions of Registrant’s definitive proxy statement for its 2015 annual meeting of shareholders are
incorporated by reference in Part III of this Form 10-K.

Table of contents

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

  • Page 2
    ... Information ...Business Segments ...Institutional Securities ...Wealth Management ...Investment Management ...Competition ...Supervision and Regulation ...Executive Officers of Morgan Stanley ...Item 1A. Risk Factors ...Item 1B. Unresolved Staff Comments ...Item 2. Properties ...Item 3. Legal...

  • Page 3
    ... with Accountants on Accounting and Financial Disclosure ...Other Information ...Item 9A. Controls and Procedures ... 156 157 301 309 309 311 Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and...

  • Page 4
    ... (the "Dodd-Frank Act")), regulation (including capital, leverage and liquidity requirements), policies (including fiscal and monetary) and legal and regulatory actions in the United States of America ("U.S.") and worldwide; • the level and volatility of equity, fixed income and commodity prices...

  • Page 5
    ... webpage, 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. You can access information about the Company's corporate governance at...

  • Page 6
    ... UFJ Morgan Stanley Securities Co., Ltd. ("MUMSS"). The Company, primarily through these entities, also conducts sales and trading activities worldwide, as principal and agent, and provides related financing services on behalf of institutional investors. Investment Banking and Corporate Lending...

  • Page 7
    ...portfolio reporting. In addition, the Company provides wealth management services to ultra-high net worth and high net worth clients in select regions outside the U.S. Fixed Income and Commodities. The Company trades, invests and makes markets in fixed income securities and related products globally...

  • Page 8
    ..., including products and services from the Company and third-party providers, such as other financial institutions, insurance companies and mutual fund families. Wealth Management provides brokerage and investment advisory services covering various types of investments, including equities, options...

  • Page 9
    ... lending products through affiliates such as MSBNA and Morgan Stanley Private Bank, National Association ("MSPBNA" and, together with MSBNA, the "U.S. Subsidiary Banks"), including securities-based lending, mortgage loans and home equity lines of credit. Wealth Management also offers access to trust...

  • Page 10
    ... qualified employees while managing compensation and other costs. The Company competes with commercial banks, brokerage firms, insurance companies, electronic trading and clearing platforms, financial data repositories, sponsors of mutual funds, hedge funds and private equity funds, energy companies...

  • Page 11
    ... and sales promotion efforts, fee levels, the effectiveness of and access to distribution channels and investment pipelines, and the types and quality of products offered. The Company's alternative investment products, such as private equity funds, real estate and funds of funds, compete with...

  • Page 12
    ... and merchant banking investments in nonfinancial companies, the Federal Reserve stated that it is considering a range of possible actions to address the risks associated with these activities and investments, including additional capital, risk management and reporting requirements, and indicated...

  • Page 13
    ...to make capital distributions, including the payment of dividends and the repurchase of stock, and to pay discretionary bonuses to executive officers. The Federal Reserve may require the Company and its peer financial holding companies to maintain risk and leverage-based capital ratios substantially...

  • Page 14
    ... to the Company's capital base, asset composition, off-balance sheet exposures or risk profile. U.S. Basel III also requires the Company and its U.S. Subsidiary Banks to comply with supplementary leverage ratio requirements, which U.S. banking regulators increased in 2014 above standards established...

  • Page 15
    ... Planning, Stress Tests and Dividends. Pursuant to the Dodd-Frank Act, the Federal Reserve has adopted capital planning and stress test requirements for large bank holding companies, including the Company, which form part of the Federal Reserve's annual Comprehensive Capital Analysis and Review...

  • Page 16
    ... 2014 capital plan (see "Management's Discussion and Analysis of Financial Condition and Results of Operation-Liquidity and Capital Resources-Capital Management" in Part II, Item 7). The Dodd-Frank Act also requires each of the Company's U.S. Subsidiary Banks to conduct an annual stress test. MSBNA...

  • Page 17
    ... credit limits and an early remediation framework. See also "-Capital and Liquidity Standards" herein and "-Resolution and Recovery Planning" below. Resolution and Recovery Planning. Pursuant to the Dodd-Frank Act, the Company is required to submit to the Federal Reserve and the FDIC an annual...

  • Page 18
    ... powers, including (i) the power to remove officers and directors responsible for the Company's failure and to appoint new directors and officers; (ii) the power to assign assets and liabilities to a third party or bridge financial company without the need for creditor consent or prior court review...

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

  • Page 20
    ... and FDIC deposit insurance assessments are calculated using a new methodology that generally favors banks that are mostly funded by deposits. Institutional Securities and Wealth Management. Broker-Dealer and Investment Adviser Regulation. The Company's primary U.S. broker-dealer subsidiaries, MS&Co...

  • Page 21
    ... risk management controls and supervisory procedures with respect to providing access to securities markets, which became fully effective in 2012. In July 2012, the SEC adopted a rule requiring the creation of a consolidated audit trail, which, when implemented, will require broker-dealers to report...

  • Page 22
    ... interest rate and index credit default swaps are subject to mandatory central clearing. Certain Swaps are also required to be traded on an exchange or execution facility. The Dodd-Frank Act also requires the registration of "swap dealers" with the CFTC and "security-based swap dealers" with the SEC...

  • Page 23
    ... 2014, federal regulatory agencies issued final rules to implement the credit risk retention requirements of Section 941 of the Dodd-Frank Act, which generally require securitizers of different types of asset-backed securitizations, including transactions backed by residential mortgages, commercial...

  • Page 24
    ... and other regulatory requirements for E.U. credit institutions and investment firms, including MSIP. European Market Infrastructure Regulation introduces new requirements regarding the central clearing and reporting of derivatives. In addition, the E.U. Bank Recovery and Resolution Directive ("BRRD...

  • Page 25
    ...detect and deter money laundering and terrorist financing activity, including requiring banks, bank holding company subsidiaries, broker-dealers, futures commission merchants, introducing brokers and mutual funds to implement AML programs, verify the identity of customers that maintain accounts, and...

  • Page 26
    ... 2009) and Co-Head of Strategic Planning (October 2007 to December 2009). President and Chief Operating Officer of Wealth Management (February 2006 to April 2008). Eric F. Grossman (48). Executive Vice President and Chief Legal Officer of Morgan Stanley (since January 2012). Global Head of Legal...

  • Page 27
    ... (since January 2011) of Morgan Stanley. Co-President of Institutional Securities (January 2010 to December 2012). Chief Financial Officer and Co-Head of Strategic Planning (October 2007 to December 2009). Head of Global Capital Markets (February 2006 to October 2007). Co-Head of Fixed Income Europe...

  • Page 28
    ... by causing variations in new 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...

  • Page 29
    ... also incur credit risk in our Wealth Management business segment lending to mainly individual investors, including, but not limited to, margin and securities-based loans collateralized by securities, residential mortgage loans and home equity lines of credit. While we believe current valuations and...

  • Page 30
    ... and systems at technology centers operated by unaffiliated third parties to process a high volume of transactions. As a major participant in the global capital markets, we maintain extensive controls to reduce the risk of incorrect valuation or risk management of our trading positions due to flaws...

  • Page 31
    ... absolute security. The increased use of smartphones, tablets and other mobile devices as well as cloud computing may also heighten these and other operational risks. Like other financial services firms, we and our third party providers continue to be the subject of attempted unauthorized access...

  • Page 32
    ... in the event of a credit ratings downgrade. Termination of our trading and other agreements could cause us to sustain losses and impair our liquidity by requiring us to find other sources of financing or to make significant cash payments or securities movements. The additional collateral or...

  • Page 33
    Our liquidity and financial condition have in the past been, and in the future could be, adversely affected by U.S. and international markets and economic conditions. Our ability to raise funding in the long-term or short-term debt capital markets or the equity markets, or to access secured lending ...

  • Page 34
    ... be required to repurchase such assets or make other payments related to such assets if such representations and warranties were breached. Between 2004 and December 31, 2014, we sponsored residential mortgage-backed securities transactions containing approximately $148.0 billion of residential loans...

  • Page 35
    ... and procedures for power plant operations, monitoring the quality of petroleum storage facilities and transport vessels and implementing emergency response programs, these actions may not prove adequate to address every contingency. In addition, insurance covering some of these risks may not be...

  • Page 36
    ... and highlight the limitations inherent in using historical information to manage risk. Management of market, credit, liquidity, operational, legal, regulatory and compliance risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and...

  • Page 37
    ... so. We compete with commercial banks, brokerage firms, insurance companies, electronic trading and clearing platforms, financial data repositories, sponsors of mutual funds, hedge funds, energy companies and other companies offering financial or ancillary services in the U.S., globally and through...

  • Page 38
    ... with MUFG), we face numerous risks and uncertainties combining, transferring, separating or integrating the relevant businesses and systems, including the need to combine or separate accounting and data processing systems and management controls and to integrate relationships with clients, trading...

  • Page 39
    .... The Company, like other well-known seasoned issuers, from time to time receives written comments from the staff of the SEC regarding its periodic or current reports under the Exchange Act. There are no comments that remain unresolved that the Company received not less than 180 days before the...

  • Page 40
    ... Securities Headquarters) 2000 Westchester Avenue Purchase, New York (Wealth Management Headquarters) 522 Fifth Avenue New York, New York (Investment Management Headquarters) New York, New York (Several locations) Brooklyn, New York (Several locations) 655 Howard Avenue Somerset, New Jersey (Data...

  • Page 41
    ... Working Group of the Financial Fraud Enforcement Task Force, such as the United States Department of Justice, Civil Division and several state Attorney General's Offices, concerning the origination, financing, purchase, securitization and servicing of subprime and non-subprime residential mortgages...

  • Page 42
    ...of the complaint. In October 2014, the Illinois Attorney General's Office ("IL AG") sent a letter to the Company alleging that the Company knowingly made misrepresentations related to RMBS purchased by certain pension funds affiliated with the State of Illinois and demanding that the Company pay the...

  • Page 43
    ...San Francisco v. Credit Suisse Securities (USA) LLC, et al., and Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al., respectively. Amended complaints, filed on June 10, 2010, allege that defendants made untrue statements and material omissions in connection with the sale...

  • Page 44
    ... of Illinois, styled Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation et al. A corrected amended complaint was filed on April 8, 2011. The corrected amended complaint alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a number of...

  • Page 45
    ... filed two complaints against the Company in the District Court of the State of Texas. Each was styled Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that the Company made untrue statements and...

  • Page 46
    ... State of New Jersey, styled The Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. On October 16, 2012, plaintiffs filed an amended complaint. The amended complaint alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiffs...

  • Page 47
    ...Company styled Morgan Stanley Mortgage Loan Trust 200613ARX v. Morgan Stanley Mortgage Capital Holdings LLC, as successor in interest to Morgan Stanley Mortgage Capital Inc., pending in the Supreme Court of NY. U.S. Bank filed an amended complaint on January 17, 2013, which asserts claims for breach...

  • Page 48
    ... Court's October 30, 2014 decision. On July 2, 2013, the trustee, Deutsche Bank became the named plaintiff in Federal Housing Finance Agency, as Conservator for the Federal Home Loan Mortgage Corporation, on behalf of the Trustee of the Morgan Stanley ABS Capital I Inc. Trust, Series 2007-NC1 (MSAC...

  • Page 49
    ... in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against the Company and certain affiliates in the SDNY. The complaint alleges that defendants made untrue statements of material fact or omitted to state material facts in the sale to plaintiffs...

  • Page 50
    ... 17, 2014, the plaintiff filed an amended complaint. On November 6, 2013, Deutsche Bank, in its capacity as trustee, became the named plaintiff in Federal Housing Finance Agency, as Conservator for the Federal Home Loan Mortgage Corporation, on behalf of the Trustee of the Morgan Stanley ABS Capital...

  • Page 51
    ... New York, New York County ("Supreme Court of New York") styled Financial Guaranty Insurance Company v. Morgan Stanley ABS Capital I Inc. et al. The complaint asserts claims for breach of contract and alleges, among other things, that the net interest margin securities ("NIMS") in the trust breached...

  • Page 52
    ...the Company was named as a defendant in The Bank of New York Mellon Trust, National Association v. Morgan Stanley Mortgage Capital, Inc., a litigation pending in the SDNY. The suit, brought by the trustee of a series of commercial mortgage pass-through certificates, alleges that the Company breached...

  • Page 53
    ...of residential loans that backed these securitizations. On February 3, 2015, the court issued its final approval of the parties' agreement to settle the litigation and on February 23, 2015, the court entered a final judgment dismissing the action. Allstate Insurance Company, et al. v. Morgan Stanley...

  • Page 54
    ... as reported by Bloomberg Financial Markets and the amount of any cash dividends per share of the Company's common stock declared by its Board of Directors for such quarter. Low Sale Price High Sale Price Dividends 2014: Fourth Quarter ...Third Quarter ...Second Quarter ...First Quarter ...2013...

  • Page 55
    ... a valuation methodology established by the Company. (C) Share purchases under publicly announced programs are made pursuant to open-market purchases, Rule 10b5-1 plans or privately negotiated transactions (including with employee benefit plans) as market conditions warrant and at prices the Company...

  • Page 56
    ... 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, 2009 and...

  • Page 57
    ... Data. MORGAN STANLEY SELECTED FINANCIAL DATA (dollars in millions, except share and per share data) 2014 2013 2012 2011 2010 Income Statement Data: Revenues: Total non-interest revenues ...Interest income ...Interest expense ...Net interest ...Net revenues ...Non-interest expenses: Compensation...

  • Page 58
    ... ...Book value per common share(5) ...Dividends declared per common share ...Average common shares outstanding(3): Basic ...Diluted ...Balance Sheet and Other Operating Data: Trading assets ...Loans(6) ...Total assets ...Total deposits ...Long-term borrowings ...Morgan Stanley shareholders' equity...

  • Page 59
    ... and project finance; corporate lending; sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; and investment activities. Wealth Management provides brokerage and investment advisory services to...

  • Page 60
    "Business-Supervision and Regulation" in Part I, Item 1, "Risk Factors" in Part I, Item 1A and "Liquidity and Capital Resources-Regulatory Requirements" herein. See Note 1 to the Company's consolidated financial statements in Item 8 for a discussion of its discontinued operations. 56

  • Page 61
    Executive Summary. Financial Information and Statistical Data (dollars in millions, except where noted and per share amounts). 2014 2013 2012 Net revenues: Institutional Securities ...Wealth Management(1) ...Investment Management(1) ...Intersegment Eliminations ...Consolidated net revenues ...Net ...

  • Page 62
    Financial Information and Statistical Data (dollars in millions, except where noted and per share amounts)- (Continued). 2014 2013 2012 Average common equity (dollars in billions)(8): Institutional Securities ...Wealth Management ...Investment Management ...Parent capital ...Consolidated average ...

  • Page 63
    ...Average Global Liquidity Reserve (dollars in billions)(17)(18): Bank legal entities ...Non-bank legal entities ...Total average Global Liquidity Reserve ...Capital ratios(19): Common Equity Tier 1 capital ratio (Transitional/Advanced Approach in 2014) ...Tier 1 common capital ratio ...Tier 1 capital...

  • Page 64
    ... held for investment and loans held for sale and exclude loans at fair value which are included in Trading assets in the Company's consolidated statements of financial condition (see Note 8 to the Company's consolidated financial statements in Item 8). (14) Morgan Stanley Bank, N.A. ("MSBNA") and...

  • Page 65
    ... the average Global Liquidity Reserve based upon daily amounts. The Company calculates its applicable risk-based capital ratios and risk-weighted assets ("RWAs") in accordance with the capital adequacy standards for financial holding companies adopted by the Board of Governors of the Federal Reserve...

  • Page 66
    ...the fourth quarter as uncertainty about global economic conditions increased. The recovery in the housing market remained slow, hampered by tight mortgage lending conditions. In October 2014, the Federal Open Market Committee ("FOMC") of the Federal Reserve ended its quantitative easing program with...

  • Page 67
    .... Excluding these discrete net tax benefits, the effective tax rates from continuing operations for 2014 and 2013 would have been 59.5% and 28.7%, respectively. The increase in the tax rate is mainly attributable to higher non-deductible expenses related to litigation and regulatory matters and...

  • Page 68
    ... revenues from referral fees from the bank deposit program. Net interest increased 25% from 2013 to $2,339 million in 2014, primarily due to higher lending balances and growth in loans and lending commitments in Portfolio Loan Account ("PLA") securities-based lending products. Non-interest expenses...

  • Page 69
    ... earn interest and securities are loaned, borrowed, sold with agreement to repurchase and purchased with agreement to resell. Investments. The Company's investments generally are held for long-term appreciation and generally are subject to significant sales restrictions. Estimates of the fair value...

  • Page 70
    ...the-counter ("OTC") equity securities, services related to sales and trading activities, and sales of mutual funds, futures, insurance products and options. Asset Management, Distribution and Administration Fees. Asset management, distribution and administration fees include fees associated with the...

  • Page 71
    ...the Company's global competitors. The increase in compensation and benefits expense for the Company and each of its business segments as a result of these actions was as follows: Institutional Securities Wealth Investment Management Management (dollars in millions) Total Pro forma 2014 compensation...

  • Page 72
    INSTITUTIONAL SECURITIES INCOME STATEMENT INFORMATION 2014 2013 2012 (dollars in millions) Revenues: Investment banking ...Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...Interest income ...Interest ...

  • Page 73
    ... Financial Information. Investment Banking. Investment banking revenues are composed of fees from advisory services and revenues from the underwriting of securities offerings and syndication of loans, net of syndication expenses. Investment banking revenues were as follows: 2014 2013 2012 (dollars...

  • Page 74
    ... net revenues were as follows: 2014 2013 2012 (dollars in millions) Trading(1) ...Commissions and fees ...Asset management, distribution and administration fees ...Net interest ...Total sales and trading net revenues ...Sales and trading net revenues by business were as follows: $ 8,445 $ 8,147...

  • Page 75
    ... 2013, reflecting increased investment grade volumes and lower leveraged loan issuance. Advisory revenues from merger, acquisition and restructuring transactions ("M&A") were $1,634 million in 2014, an increase of 25% from 2013, reflective of increased deal activity primarily driven by the Americas...

  • Page 76
    ... mortgage matters (see "Other Matters-Legal" herein and "Contingencies-Legal" in Note 13 to the Company's consolidated financial statements in Item 8). Compensation and benefits expenses increased 14% in 2014 from 2013. The increase was primarily due to the reduction of average deferral rates...

  • Page 77
    ...-Japanese Securities Joint Venture" herein and Note 22 to the Company's consolidated financial statements in Item 8). Non-interest Expenses. Non-interest expenses increased 15% in 2013 compared with 2012. The increase was primarily due to higher non-compensation expenses. Compensation and benefits...

  • Page 78
    ...in Morgan Stanley MUFG Securities Co., Ltd. (see Note 22 to the Company's consolidated financial statements in Item 8). Global Oil Merchanting Business, CanTerm and TransMontaigne. On December 20, 2013, the Company and a subsidiary of Rosneft Oil Company ("Rosneft") entered into a Purchase Agreement...

  • Page 79
    ..., 2014, the Company completed the sale of Canterm Canadian Terminals Inc. ("CanTerm"), a public storage terminal operator for refined products with two distribution terminals in Canada. As a result of the Company's level of continuing involvement with CanTerm, the results of CanTerm are reported as...

  • Page 80
    WEALTH MANAGEMENT INCOME STATEMENT INFORMATION 2014 2013(1) 2012(1) (dollars in millions) Revenues: Investment banking ...Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...Interest income ...Interest ...

  • Page 81
    ... 31, 2014 At December 31, 2013 Client assets ...Fee-based client assets(5) ...Fee-based client assets as a percentage of total client assets(5) ...Client liabilities ...Bank deposit program(6) ...Wealth Management U.S. Subsidiary Banks data(7): Investment securities portfolio ...Loans and lending...

  • Page 82
    ...equity securities and sales of mutual funds, futures, insurance products and options. Commissions and fees revenues decreased 4% from 2013 to $2,127 million in 2014, primarily due to lower equity, insurance and mutual fund activity. Asset Management. Asset Management, Distribution and Administration...

  • Page 83
    .... Total client liability balances increased to $51 billion at December 31, 2014 from $39 billion at December 31, 2013, primarily due to higher growth from PLA securities-based lending products and residential mortgage loans. The loans and lending commitments in the Company's Wealth Management...

  • Page 84
    ...-U.S. Subsidiary Banks' Lending Activities" herein and "Quantitative and Qualitative Disclosures about Market Risk-Credit Risk" in Item 7A. Other. Other revenues increased 25% from 2012 to $390 million in 2013, primarily due to a gain on sale of the U.K. operation of the Global Stock Plan Services...

  • Page 85
    INVESTMENT MANAGEMENT INCOME STATEMENT INFORMATION 2014 2013(1) 2012(1) (dollars in millions) Revenues: Investment banking ...Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...Interest income ......

  • Page 86
    ... 2014 2013(1) 2012(1) (dollars in billions) Assets under management or supervision by asset class: Traditional Asset Management: Equity ...Fixed income ...Liquidity ...Alternatives(2) ...Managed Futures(1) ...Total Traditional Asset Management ...Real Estate Investing ...Merchant Banking ...Total...

  • Page 87
    ...'s employee deferred compensation and co-investment plans. 2014 results were also negatively impacted by the deconsolidation in the second quarter of 2014 of certain legal entities associated with a real estate fund sponsored by the Company. Asset Management, Distribution and Administration Fees...

  • Page 88
    ... the Company's employee deferred compensation and co-investment plans. Results in 2013 also included the benefit of carried interest. Asset Management, Distribution and Administration Fees. Asset management, distribution and administration fees increased 7% from 2012 to $1,920 million in 2013. The...

  • Page 89
    ... a material impact on the Company's consolidated financial statements. Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. In June 2014, the FASB issued an accounting update clarifying that entities...

  • Page 90
    ...counterparty (a repurchase financing), which will result in secured borrowing accounting for the repurchase agreement. This guidance is effective for the Company beginning January 1, 2015. In addition, new disclosures are required for sales of financial assets where the Company retains substantially...

  • Page 91
    ... the Company. The legal expenses incurred in 2013 and 2012 were primarily due to reserve additions and settlements related to legacy residential mortgage-backed securities and credit crisis related matters (see "Contingencies-Legal" in Note 13 to the Company's consolidated financial statements in...

  • Page 92
    ... loans purchased in the secondary market, financing extended to Institutional equities clients and loans to municipalities. The increase in other lending from 2013 primarily reflects growth in commercial mortgage and asset-backed loans. For a further discussion of the Company's credit risks...

  • Page 93
    ..., 2013 and December 31, 2012. In 2014, the Company purchased $100 million in HTM securities and expects to grow its HTM Investment securities portfolio. For more information, see Notes 2 and 5 to the Company's consolidated financial statements in Item 8. Real Estate. The Company acts as the general...

  • Page 94
    ... for all New York taxpayers. The tax reform mainly impacts the Company's banking subsidiaries and did not have a material impact on the Company's 2014 annual effective tax rate and consolidated statements of income for 2014. In 2013, the Company recognized an aggregate discrete net tax benefit of...

  • Page 95
    ... annual or quarterly consolidated financial statements. Defined Benefit Pension and Other Postretirement Plans. Expense. The Company recognizes the compensation cost of an employee's pension benefits (including priorservice cost) over the employee's estimated service period. This process involves...

  • Page 96
    ... The Company makes estimates regarding valuation of assets and liabilities measured at fair value in preparing the Company's consolidated financial statements. These assets and liabilities include, but are not limited to: • Trading assets and Trading liabilities; • AFS securities; • Securities...

  • Page 97
    ... derived based on valuation techniques the Company believes market participants would use for each of the reporting units. The estimated fair value is generally determined by utilizing a discounted cash flow methodology or methodologies that incorporate price-to-book and price-to-earnings multiples...

  • Page 98
    ... (both formal and informal) by governmental and self-regulatory agencies regarding the Company's business, and involving, among other matters, sales and trading activities, financial products or offerings sponsored, underwritten or sold by the Company, and accounting and operational matters, certain...

  • Page 99
    ...that may arise from tax audits are established in accordance with the guidance on accounting for unrecognized tax benefits. Once established, unrecognized tax benefits are adjusted when there is more information available or when an event occurs requiring a change. The Company's provision for income...

  • Page 100
    ... size, composition of the balance sheet, limit utilization and capital usage. The tables below summarize total assets for the Company's business segments at December 31, 2014 and December 31, 2013: Institutional Securities At December 31, 2014 Wealth Investment Management Management (dollars...

  • Page 101
    ... deposits with banks, and Securities purchased under agreements to resell partially offset by an increase in Loans, Investment securities and Securities borrowed. The Company's assets and liabilities are primarily related to transactions attributable to sales and trading and securities financing...

  • Page 102
    ... and term of funding should be diversified; and • Contingency Funding Plan ("CFP") should anticipate, and account for, periods of limited access to funding. The core components of the Company's liquidity risk management framework are the CFP, Liquidity Stress Tests and the Global Liquidity Reserve...

  • Page 103
    ... 31, 2013 2014 (dollars in billions) Cash deposits with banks ...Cash deposits with central banks ...Unencumbered highly liquid securities: U.S. government obligations ...U.S. agency and agency mortgage-backed securities ...Non-U.S. sovereign obligations(1) ...Investments in money market funds...

  • Page 104
    ... organization must submit a liquidity compliance plan to its primary federal banking agency if it fails to maintain the minimum U.S. LCR requirement for three consecutive business days. As of January 1, 2015 the Company and the Company's U.S. Subsidiary Banks are required to maintain a minimum...

  • Page 105
    ...the Company's equity capital, long-term debt, repurchase agreements, securities lending, deposits, commercial paper, letters of credit and lines of credit. The Company has active financing programs for both standard and structured products targeting global investors and currencies. Secured Financing...

  • Page 106
    ... time deposits, money market deposit accounts, demand deposit accounts, repurchase agreements, federal funds purchased, commercial paper and Federal Home Loan Bank advances. The vast majority of deposits in the Company's U.S. Subsidiary Banks are sourced from the Company's retail brokerage accounts...

  • Page 107
    ...diversification through sales to global institutional and retail clients across regions, currencies and product types. Availability and cost of financing to the Company can vary depending on market conditions, the volume of certain trading and lending activities, the Company's credit ratings and the...

  • Page 108
    ...rating on Morgan Stanley Bank, N.A. short-term and long-term debt of A-1 and A, respectively. In connection with certain OTC trading agreements and certain other agreements where the Company is a liquidity provider to certain financing vehicles associated with the Company's Institutional Securities...

  • Page 109
    ... of its businesses. The Company attempts to maintain total capital, on a consolidated basis, at least equal to the sum of its operating subsidiaries' required equity. In March 2014, the Company received no objection from the Federal Reserve to the Company's 2014 capital plan, which included a share...

  • Page 110
    ... its Board of Directors declared, a quarterly or semi-annual dividend as appropriate, for preferred stock shareholders of record on December 31, 2014, that was paid on January 15, 2015 as follows: Quarterly Dividend Per Share(1) Series Preferred Stock Description A C E F G H I Floating Rate...

  • Page 111
    ...' equity and average tangible common equity for 2014 and 2013: Balance at December 31, 2014 Average Balance(1) December 31, 2013 2014 2013 (dollars in millions) Common equity ...Preferred equity ...Morgan Stanley shareholders' equity ...Junior subordinated debentures issued to capital trusts...

  • Page 112
    ..., theft, legal and compliance risks or damage to physical assets). The Company may incur operational risks across the full scope of its business activities, including revenue-generating activities (e.g., sales and trading) and control groups (e.g., information technology and trade processing). In...

  • Page 113
    ... to each of the Company's Common Equity Tier 1, Tier 1 and Total capital ratios. The requirements for these additional capital buffers will be phased in beginning in 2016. (2) Beginning June 30, 2014, as a result of the Company's and the Company's U.S. Subsidiary Banks' completion of the Advanced...

  • Page 114
    ... required to calculate credit risk RWAs and market risk RWAs under the U.S. Basel III Standardized Approach. Public reporting of Advanced Approach capital ratios began during the second quarter of 2014. In accordance with U.S. Basel III, adjusted average assets represent the Company's average total...

  • Page 115
    ... 1 capital: Tier 1 Common capital under U.S. Basel I rules at December 31, 2013 ...Change in the value of shareholders' common equity ...New items subject to deduction and adjustments under U.S. Basel III Advanced Approach transitional rules: Credit spread premium over risk-free rate for derivative...

  • Page 116
    ...: Derivatives ...Securities financing transactions ...Other counterparty credit risk ...Securitizations ...Credit valuation adjustment ...AFS debt securities ...Loans ...Cash ...Equity investments ...Other credit risk(3) ...Total change in credit risk RWAs ...Balance at December 31, 2014 ...Market...

  • Page 117
    ... ...Total Common Equity Tier 1 capital ...Additional Tier 1 capital: Preferred stock ...Trust preferred securities ...Nonredeemable noncontrolling interests ...Regulatory adjustments and deductions: Less: Net deferred tax assets ...Less: Credit spread premium over risk-free rate for derivative...

  • Page 118
    ...Approach U.S. Basel I(1) (dollars in millions) RWAs: Credit risk ...Market risk ...Operational risk ...Total RWAs ...Capital ratios: Common Equity Tier 1 ratio/Tier 1 common capital ratio ...Tier 1 capital ratio ...Total capital ratio ...Tier 1 leverage ratio ...Adjusted average assets ... $184,645...

  • Page 119
    ... Leverage Ratio" herein). Capital Plans and Stress Tests. Pursuant to the Dodd-Frank Act, the Federal Reserve has adopted capital planning and stress test requirements for large bank holding companies, including the Company, which form part of the Federal Reserve's annual Comprehensive Capital...

  • Page 120
    ... minimum supplementary leverage ratio (for a total of greater than 5%), in order to avoid limitations on capital distributions, including dividends and stock repurchases, and discretionary bonus payments to executive officers. In addition, beginning in 2018, the Company's U.S. Subsidiary Banks must...

  • Page 121
    ..., 2014 (U.S. Basel III) December 31, 2013 (U.S. Basel I + Basel 2.5) Average Average Average Average Common Equity Common Tier 1 Common Common Tier 1 Capital Equity Capital Equity (dollars in billions) Institutional Securities ...Wealth Management ...Investment Management ...Parent capital ...Total...

  • Page 122
    ..., increase liquidity, and conserve capital in times of prolonged stress. Certain of the Company's foreign subsidiaries are also subject to resolution and recovery planning requirements in the jurisdictions in which they operate. Under the Dodd-Frank Act, certain financial companies, including bank...

  • Page 123
    ...in the event payments are required under such liquidity facilities (see Notes 7 and 13 to the Company's consolidated financial statements in Item 8). Investment Management Activities. As a general partner in certain private equity and real estate partnerships, the Company receives distributions from...

  • Page 124
    ... Obligations. 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, and mortgage lending at December 31, 2014 are summarized below...

  • Page 125
    ...Disclosures about Market Risk-Risk Management-Credit Risk" in Item 7A. In the normal course of business, the Company enters into various contractual obligations that may require future cash payments. Contractual obligations include long-term borrowings, other secured financings, contractual interest...

  • Page 126
    ..., 2014 2015 Payments Due in: 2016-2017 2018-2019 Thereafter (dollars in millions) Total Long-term borrowings(1) ...Other secured financings(1) ...Contractual interest payments(2) ...Time deposits(3) ...Operating leases-premises(4) ...Operating leases-equipment(4) ...Purchase obligations(5) ...Total...

  • Page 127
    ... risk and control committees; senior management oversight (including the Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Chief Legal Officer and Chief Compliance Officer); the Internal Audit Department and risk managers, committees, and groups within and across the Company...

  • Page 128
    ... Committees Global Legal Entity Oversight and Governance Committee FHC Governance Committee Culture, Values and Conduct Committee Morgan Stanley Board of Directors. The Board has oversight for the Company's ERM framework is responsible for helping to ensure that the Company's risks are managed...

  • Page 129
    ... Risk Officer, Chief Legal Officer and Chief Financial Officer, to oversee the Company's global ERM framework. The FRC's responsibilities include oversight of the Company's risk management principles, procedures and limits and the monitoring of capital levels and material market, credit, operational...

  • Page 130
    ... "Market Risk," "Credit Risk," and "Operational Risk." Support and Control Groups. The Company's support and control groups include the Legal Department, the Compliance Department, the Finance Division, the Operations Division, the Technology and Data Division, and the Human Resources Department...

  • Page 131
    ... reports on market risk matters to this committee, as well as to the BRC and the Board. Sales and Trading and Related Activities. Primary Market Risk Exposures and Market Risk Management. During 2014, the Company had exposures to a wide range of interest rates, equity prices, foreign exchange rates...

  • Page 132
    ..., venture capital, private partnerships, real estate funds and other funds. Such positions are less liquid, have longer investment horizons and are more difficult to hedge than listed equities. The Company is exposed to foreign exchange rate and implied volatility risk as a result of making markets...

  • Page 133
    The Company's VaR model generally takes into account linear and non-linear exposures to equity and commodity price risk, interest rate risk, credit spread risk and foreign exchange rates. The model also takes into account linear exposures to implied volatility risks for all asset classes and non-...

  • Page 134
    ...VaR Market Risk Category 95%/One-Day VaR for 2013 95%/One-Day VaR for 2014 Period Period End Average High Low End Average High Low (dollars in millions) Interest rate and credit spread ...Equity price ...Foreign exchange rate ...Commodity price ...Less: Diversification benefit(1)(2) ...Primary Risk...

  • Page 135
    ... which was in a range between $35 million and $50 million for approximately 94% of the trading days during the year. Year Ended December 31, 2014 Daily 95% / One-day Primary Risk Categories Management VaR (dollars in millions) 134 Number of Days 53 10 40 to 45 56 6 45 to 50 50 to 55 0 55...

  • Page 136
    ... Company's businesses that comprise the Primary Risk Categories experienced net trading losses on 25 days, of which no day was in excess of the 95%/one-day Primary Risk Categories VaR. Year Ended December 31, 2014 Daily Net Trading Revenues for Primary Risk Categories (dollars in millions) 94 Number...

  • Page 137
    Total Trading-Including the Primary Risk Categories and the Credit Portfolio. As shown in Table 1, the Company's average 95%/one-day Total Management VaR, which includes the Primary Risk Categories and the Credit Portfolio, for 2014 was $47 million. The histogram below presents the distribution of ...

  • Page 138
    ... risk sensitivity of the Company's mark-to-market funding liabilities corresponded to an increase in value of approximately $10 million and $11 million for each 1 basis point widening in the Company's credit spread level for December 31, 2014 and December 31, 2013, respectively. Interest Rate Risk...

  • Page 139
    ...At December 31, 2013 (dollars in millions) Investments related to Investment Management activities: Hedge fund investments ...Private equity and infrastructure funds ...Real estate funds ...Other investments: Mitsubishi UFJ Morgan Stanley Securities Co., Ltd...Other Company investments ...135 $109...

  • Page 140
    ... residential mortgage loans in conforming, non-conforming or home equity lines of credit ("HELOC") form, primarily to existing Wealth Management clients. Monitoring and Control. In order to help protect the Company from losses, the Company's Credit Risk Management Department establishes company-wide...

  • Page 141
    ...; leverage; liquidity; capital strength; asset composition and quality; market capitalization; access to capital markets; adequacy of collateral, if applicable; and in the case of certain loans, cash flow projections and debt service requirements. The Company's Credit Risk Management Department also...

  • Page 142
    ... clients to high net worth individuals. In addition, the Company purchases loans in the secondary market. Loans held for investment and loans held for sale are classified in Loans, and loans held at fair value are classified in Trading assets in the Company's consolidated statements of financial...

  • Page 143
    ... lending credit exposure is primarily from loans and lending commitments used for general corporate purposes, working capital and liquidity purposes and typically consists of revolving lines of credit, letter of credit facilities and term loans. In addition, the Company provides "event-driven" loans...

  • Page 144
    ... cash funding requirements. The following tables present the Company's Institutional Securities Corporate Lending Commitments and Funded Loans at December 31, 2014 and December 31, 2013. At December 31, 2014 Years to Maturity 1-3 3-5 Over 5 (dollars in millions) Credit Rating(1) Less than 1 Total...

  • Page 145
    ... presents the Company's Institutional Securities credit exposure from its primary Corporate Lending Commitments and Funded Loans by industry: Industry At December 31, 2014 At December 31, 2013(1) (dollars in millions) Energy ...Utilities ...Consumer discretionary ...Healthcare ...Funds, exchanges...

  • Page 146
    ...695 Securities-based lending provided to the Company's retail clients is primarily conducted through the Company's PLA platform which had an outstanding funded loan balance of $19.1 billion within the $22.0 billion at December 31, 2014 and $13.2 billion within the $14.9 billion at December 31, 2013...

  • Page 147
    ... third-party property appraisal/valuations, and security lien position is established through title/ownership reports. The vast majority of mortgage and HELOC loans are held for investment in the Company's Wealth Management business segment's loan portfolio. In 2014, loans and lending commitments...

  • Page 148
    .... As a market maker, the Company works to earn a bid-offer spread on client flow business and manages any residual credit or correlation risk on a portfolio basis. Further, the Company uses credit derivatives to manage its exposure to residential and commercial mortgage loans and corporate lending...

  • Page 149
    ..., and secured lines of revolving credit. Credit risk with respect to these loans and lending commitments arises from the failure of a borrower to perform according to the terms of the loan agreement or a decline in the underlying collateral value. See Note 7 to the Company's consolidated financial...

  • Page 150
    ... and finance company subsidiaries of corporations. Indirect exposures identified through the credit evaluation process may result in a reclassification of country risk. The Company conducts periodic stress testing that seeks to measure the impact on the Company's credit and market exposures...

  • Page 151
    ...the country of the underlying reference entity. Increase/ (Decrease) in Net Net Exposure Exposure from Net Counterparty Funded Unfunded Before Net December 31, Inventory(1) Exposure(2)(3) Lending Commitments Hedges Hedges(4) Exposure(5) 2013 (dollars in millions) Country United Kingdom: Sovereigns...

  • Page 152
    ..., delivery and process management. The Company may incur operational risk across the full scope of its business activities, including revenue-generating activities (e.g., sales and trading) and support and control groups (e.g., information technology and trade processing). Legal and compliance risk...

  • Page 153
    ... addressing issues such as regulatory capital requirements, sales and trading practices, new products, information barriers, potential conflicts of interest, structured transactions, use and safekeeping of customer funds and securities, lending and credit granting, anti-money laundering, information...

  • Page 154
    ..., the permissibility of a transaction under applicable law and whether applicable bankruptcy or insolvency laws limit or alter contractual remedies. The legal and regulatory focus on the financial services and banking industry presents a continuing business challenge for the Company. 150

  • Page 155
    ... 8. Financial Statements and Supplementary Data. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Morgan Stanley: We have audited the accompanying consolidated statements of financial condition of Morgan Stanley and subsidiaries (the "Company...

  • Page 156
    ... treasury, at cost, $0.01 par value: Shares outstanding: 87,913,837 and 94,025,228 at December 31, 2014 and December 31, 2013, respectively ...Common stock issued to employee stock trusts ...Total Morgan Stanley shareholders' equity ...Nonredeemable noncontrolling interests ...Total equity ...Total...

  • Page 157
    ...: Compensation and benefits ...Occupancy and equipment ...Brokerage, clearing and exchange fees ...Information processing and communications ...Marketing and business development ...Professional services ...Other ...Total non-interest expenses ...Income from continuing operations before income taxes...

  • Page 158
    MORGAN STANLEY Consolidated Statements of Comprehensive Income (dollars in millions) 2014 2013 2012 Net income ...Other comprehensive income (loss), net of tax: Foreign currency translation adjustments(1) ...Amortization of cash flow hedges(2) ...Change in net unrealized gains (losses) on available...

  • Page 159
    ... ...Payments for: Long-term borrowings ...Derivatives financing activities ...Repurchases of common stock and employee tax withholdings ...Purchase of additional stake in Wealth Management JV ...Cash dividends ...Net cash provided by (used for) financing activities ...Effect of exchange rate changes...

  • Page 160
    ... Stock Comprehensive Treasury Stock controlling Total Stock Stock Capital Earnings Trusts Income (Loss) at Cost Trusts Interests Equity BALANCE AT DECEMBER 31, 2011 ...$1,508 Net income applicable to Morgan Stanley ...- Net income applicable to nonredeemable noncontrolling interests ...- Dividends...

  • Page 161
    ... and project finance; corporate lending; sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; and investment activities. Wealth Management provides brokerage and investment advisory services to...

  • Page 162
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) approximately $108 million in 2012 in connection with the sale. The results of Quilter are reported as discontinued operations within the Company's Wealth Management business segment for all periods presented. Saxon. On October 24...

  • Page 163
    ... ("OTC") equity securities; services related to sales and trading activities; and sales of mutual funds, futures, insurance products and options. Commission and fee revenues are recognized in the accounts on the trade date. Asset Management, Distribution and Administration Fees. Asset management...

  • Page 164
    ... fair value option election (discussed below) or as required by other accounting guidance. These financial instruments primarily represent the Company's trading and investment positions and include both cash and derivative products. In addition, debt securities classified as available for sale ("AFS...

  • Page 165
    ... value for many cash instruments and OTC derivative contracts is derived using pricing models. Pricing models take into account the contract terms (including maturity) as well as multiple inputs, including, where applicable, commodity prices, equity prices, interest rate yield curves, credit curves...

  • Page 166
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) of the counterparty, creditworthiness of the Company, option volatility and currency rates. Where appropriate, valuation adjustments are made to account for various factors such as liquidity risk (bid-ask adjustments), credit ...

  • Page 167
    ... noted. These control processes include: Model Review. VRG, in conjunction with the Company's Market Risk Department ("MRD") and, where appropriate, the Company's Credit Risk Management Department, both of which report to the Chief Risk Officer, independently review valuation models' theoretical...

  • Page 168
    ... of the Company's three business segments (i.e., Institutional Securities, Wealth Management and Investment Management), the CFO and the Chief Risk Officer on a regular basis. Review of New Level 3 Transactions. VRG reviews the models and valuation methodology used to price all new material Level...

  • Page 169
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) for as sales are treated as a collateralized financing, in certain cases referred to as "failed sales." Securities borrowed or purchased under agreements to resell and securities loaned or sold under agreements to repurchase are ...

  • Page 170
    ... by the weighted average number of common shares outstanding for the period. Income available to Morgan Stanley common shareholders represents net income applicable to Morgan Stanley reduced by preferred stock dividends and allocations of earnings to participating securities. Common shares...

  • Page 171
    ...the compensation is earned. Employee Stock Trusts. The Company maintains and utilizes at its discretion, trusts, referred to as the "Employee Stock Trusts", in connection with certain stock-based compensation plans. The assets of the Employee Stock Trusts are consolidated, and as such, are accounted...

  • Page 172
    ...units are derived based on valuation techniques the Company believes market participants would use for each of the reporting units. The estimated fair values are generally determined by utilizing a discounted cash flow methodology or methodologies that incorporate price-to-book and price-to-earnings...

  • Page 173
    ...be recognized in the Company's consolidated statement of income. Loans. The Company accounts for loans based on the following categories: loans held for investment; loans held for sale; and loans at fair value. Loans Held for Investment Loans held for investment are reported as outstanding principal...

  • Page 174
    ... legal reasons related to a borrower's financial difficulties by granting one or more concessions that the Company would not otherwise consider. Such modifications are accounted for and reported as troubled debt restructurings ("TDRs"). A loan that has been modified in a TDR is generally considered...

  • Page 175
    ..., increases in fair value above initial carrying value are not recognized. Interest income on loans held for sale is accrued and recognized based on the contractual rate of interest. Loan origination fees or costs and purchase price discounts or premiums are deferred in a contra loan account until...

  • Page 176
    ... the Company's consolidated financial statements. Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. In July 2013, the FASB issued an accounting update providing guidance on the financial statement presentation...

  • Page 177
    ... to Paid-in-capital of approximately $107 million (net of tax) to reflect the difference between the purchase price for the 14% interest in the Wealth Management JV and its carrying value. In addition, in September 2012, the terms of the Wealth Management JV agreement regarding the purchase of the...

  • Page 178
    ... Bonds. The fair value of corporate bonds is determined using recently executed transactions, market price quotations (where observable), bond spreads, credit default swap spreads, at the money volatility and/or volatility skew obtained from independent external parties such as vendors and brokers...

  • Page 179
    ... fair value of contingent corporate lending commitments is determined by using executed transactions on comparable loans and the anticipated market price based on pricing indications from syndicate banks and customers. The valuation of loans and lending commitments also takes into account fee income...

  • Page 180
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) are categorized in Level 3 of the fair value hierarchy. Mortgage loans are presented within Loans and lending commitments in the fair value hierarchy table. • Auction Rate Securities ("ARS"). The Company primarily holds ...

  • Page 181
    ... the fair value hierarchy. For further information on the valuation techniques for OTC derivative products, see Note 2. For further information on derivative instruments and hedging activities, see Note 12. Investments. • The Company's investments include direct investments in equity securities as...

  • Page 182
    ... financing and third-party transactions, discounted cash flow analyses and market-based information, including comparable company transactions, trading multiples and changes in market outlook, among other factors. Exchange-traded direct equity investments are generally valued based on quoted prices...

  • Page 183
    ... and traded prices for the notes are considered as well. The impact of the Company's own credit spreads is also included based on the Company's observed secondary bond market spreads. Most structured notes are categorized in Level 2 of the fair value hierarchy. Securities Purchased under Agreements...

  • Page 184
    ... mortgage-backed securities ...Asset-backed securities ...Corporate bonds ...Collateralized debt and loan obligations ...Loans and lending commitments ...Other debt ...Total corporate and other debt ...Corporate equities(1) ...Derivative and other contracts: Interest rate contracts ...Credit...

  • Page 185
    ...: State and municipal securities ...Corporate bonds ...Unfunded lending commitments ...Other debt ...Total corporate and other debt ...Corporate equities(1) ...Derivative and other contracts: Interest rate contracts ...Credit contracts ...Foreign exchange contracts ...Equity contracts ...Commodity...

  • Page 186
    ... mortgage-backed securities ...Asset-backed securities ...Corporate bonds ...Collateralized debt and loan obligations ...Loans and lending commitments ...Other debt ...Total corporate and other debt ...Corporate equities(1) ...Derivative and other contracts: Interest rate contracts ...Credit...

  • Page 187
    ...: State and municipal securities ...Corporate bonds ...Collateralized debt and loan obligations ...Unfunded lending commitments ...Other debt ...Total corporate and other debt ...Corporate equities(1) ...Derivative and other contracts: Interest rate contracts ...Credit contracts ...Foreign exchange...

  • Page 188
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis. The following tables present additional information about Level 3 assets and liabilities measured at fair value on a recurring basis for 2014, 2013 and ...

  • Page 189
    ... Value Commercial paper and other shortterm borrowings ...Trading liabilities: Corporate and other debt: Corporate bonds ...Unfunded lending commitments ...Other debt ...Total corporate and other debt ...Corporate equities ...Securities sold under agreements to repurchase ...Other secured financings...

  • Page 190
    ... mortgage-backed securities ...Asset-backed securities ...Corporate bonds ...Collateralized debt and loan obligations ...Loans and lending commitments ...Other debt ...Total corporate and other debt ...Corporate equities ...Net derivative and other contracts(3): Interest rate contracts ...Credit...

  • Page 191
    ... mortgage-backed securities ...Asset-backed securities ...Corporate bonds ...Collateralized debt and loan obligations ...Loans and lending commitments ...Other debt ...Total corporate and other debt ...Corporate equities ...Net derivative and other contracts(3): Interest rate contracts ...Credit...

  • Page 192
    ... to corporate loans and were generally due to a reduction in market price quotations for these or comparable instruments, or a lack of available broker quotes, such that unobservable inputs had to be utilized for the fair value measurement of these instruments. Trading assets-Net derivative and...

  • Page 193
    ... Fair Value to Changes in the Unobservable Inputs Range(1) Averages(2) Assets Trading assets: Corporate and other debt: Residential mortgage-backed securities Commercial mortgage-backed securities Asset-backed securities Corporate bonds Collateralized debt and loan obligations Loans and lending...

  • Page 194
    ... Comparable pricing(3) Liabilities Corporate and other debt: Corporate bonds Securities sold under agreements to repurchase Other secured financings Implied weighted average cost of capital / (C)(D) Exit multiple / (A)(D) Equity discount rate / (C) EBITDA multiple / (A)(D) Price / Earnings ratio...

  • Page 195
    ... fair value of the respective financial instruments except for collateralized debt and loan obligations, principal investments, other debt, corporate bonds, long-term borrowings and derivative instruments where some or all inputs are weighted by risk. (3) This is the predominant valuation technique...

  • Page 196
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) At December 31, 2013. Balance at December 31, 2013 (dollars in millions) Assets Trading assets: Corporate and other debt: Commercial mortgage-backed securities Asset-backed securities Corporate bonds Collateralized debt and loan ...

  • Page 197
    ...Market approach(3) Liabilities Securities sold under agreements to repurchase Other secured financings Long-term borrowings $ 154 278 1,887 Discounted cash flow Comparable pricing(3) Discounted cash flow Option model Funding spread / (A) Comparable bond price / (A) Funding spread / (A) At the money...

  • Page 198
    ... rate contracts, foreign exchange contracts, Other secured financings and distressed corporate bonds. Implied yield (or spread over a liquid benchmark) is utilized predominately for non-distressed corporate bonds, loans and credit contracts. • Comparable equity price-a price derived from equity...

  • Page 199
    ... market value with its book value. The ratio is calculated by dividing the current closing price of the stock by the latest book value per share. This multiple allows comparison between companies from an operational perspective. • Price / Earnings ratio-the ratio used to measure a company's equity...

  • Page 200
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Private Equity Funds. Amount includes several private equity funds that pursue multiple strategies, including leveraged buyouts, venture capital, infrastructure growth capital, distressed investments and mezzanine capital. In ...

  • Page 201
    ...pursuant to the fair value option election for 2014, 2013 and 2012, respectively: Trading Revenues Interest Gains (Losses) Income Included in (Expense) Net Revenues (dollars in millions) Year Ended December 31, 2014 Securities purchased under agreements to resell ...Commercial paper and other short...

  • Page 202
    ... tables present information on the Company's short-term and long-term borrowings (primarily structured notes), loans and unfunded lending commitments for which the fair value option was elected: Gains (Losses) due to Changes in Instrument-Specific Credit Risk. 2014 2013 2012 (dollars in millions...

  • Page 203
    ...Other expenses in the Company's consolidated statements of income. (2) Non-recurring changes in the fair value of loans held for investment or held for sale were calculated using recently executed transactions; market price quotations; valuation models that incorporate market observable inputs where...

  • Page 204
    ...Other expenses in the Company's consolidated statements of income. (2) Non-recurring changes in the fair value of loans held for investment or held for sale were calculated using recently executed transactions; market price quotations; valuation models that incorporate market observable inputs where...

  • Page 205
    ... and interest rate yield curves. For HTM securities, fair value is determined using quoted market prices. For consumer and residential real estate loans and lending commitments where position-specific external price data are not observable, the fair value is based on the credit risks of the...

  • Page 206
    ...) Carrying Value Financial Assets: Cash and due from banks ...Interest bearing deposits with banks ...Cash deposited with clearing organizations or segregated under federal and other regulations or requirements ...Investment securities-HTM securities ...Securities purchased under agreements to...

  • Page 207
    ...3) (dollars in millions) Carrying Value Financial Assets: Cash and due from banks ...Interest bearing deposits with banks ...Cash deposited with clearing organizations or segregated under federal and other regulations or requirements ...Securities purchased under agreements to resell ...Securities...

  • Page 208
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 5. Investment Securities. The following tables present information about the Company's AFS securities, which are carried at fair value, and HTM securities, which are carried at amortized cost. The net unrealized gains (losses) on ...

  • Page 209
    ... mortgage-backed securities: Agency ...Non-agency ...Auto loan asset-backed securities ...Corporate bonds ...Collateralized loan obligations ...FFELP student loan asset-backed securities(2) ...Total corporate and other debt ...Total AFS debt securities ...AFS equity securities ...Total Investment...

  • Page 210
    ... mortgage-backed securities: Agency ...Non-agency ...Auto loan asset-backed securities ...Corporate bonds ...Collateralized loan obligations ...FFELP student loan asset-backed securities ...Total corporate and other debt ...Total AFS debt securities ...AFS equity securities ...Total Investment...

  • Page 211
    ...greater than twelve months have increased in 2014, the risk of credit loss is considered minimal because all of the Company's agency securities as well as the Company's ABS, CMBS and CLOs are highly rated and because the Company's corporate bonds are all investment grade. The Company does not intend...

  • Page 212
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents the amortized cost and fair value of Investment securities by contractual maturity dates at December 31, 2014: At December 31, 2014 Annualized Amortized Cost Fair Value Average Yield (dollars in ...

  • Page 213
    ...2014 Annualized Amortized Cost Fair Value Average Yield (dollars in millions) FFELP student loan asset-backed securities: After 1 year through 5 years ...After 5 years through 10 years ...After 10 years ...Total ...Total corporate and other debt ...Total AFS debt securities ...AFS equity securities...

  • Page 214
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) to take control of such collateral in the event of a counterparty default. The Company also monitors the fair value of the underlying securities as compared with the related receivable or payable, including accrued interest, and, ...

  • Page 215
    ... margin loans outstanding. Other secured financings include the liabilities related to transfers of financial assets that are accounted for as financings rather than sales, consolidated VIEs where the Company is deemed to be the primary beneficiary, and certain equity-linked notes and other secured...

  • Page 216
    ... credit risk as compared with more traditional types of mortgages. Such terms and features may include loans made to borrowers subject to payment increases or loans with high loan-to-value ratios. At December 31, 2014 and December 31, 2013, cash and securities deposited with clearing organizations...

  • Page 217
    ...connection with municipal bond securitizations. • Servicing of residential and commercial mortgage loans held by VIEs. • Loans made to and investments in VIEs that hold debt, equity, real estate or other assets. • Derivatives entered into with VIEs. • Structuring of credit-linked notes ("CLN...

  • Page 218
    ... $1.6 billion in total assets that were related to certain legal entities associated with a real estate fund sponsored by the Company. At December 31, 2013 Mortgage- and Asset-Backed Securitizations Managed Real Other Estate Structured Partnerships Financings (dollars in millions) Other...

  • Page 219
    ... result of the Company's secondary market-making activities and securities held in its AFS securities portfolio (see Note 5): At December 31, 2014 Municipal Mortgage- and Collateralized Tender Other Asset-Backed Debt Option Structured Securitizations Obligations Bonds Financings (dollars in millions...

  • Page 220
    ... STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) At December 31, 2013 Municipal Mortgage- and Collateralized Tender Other Asset-Backed Debt Option Structured Securitizations Obligations Bonds Financings (dollars in millions) Other VIE assets that the Company does not consolidate...

  • Page 221
    ... option bond trusts, credit protection purchased through CLNs, other structured financings, collateralized loan and debt obligations, equity-linked notes, managed real estate partnerships and asset management investment funds. The Company's continuing involvement in VIEs that it does not consolidate...

  • Page 222
    ... by student loans, automobile loans, commercial mortgage loans or CLOs (see Note 5). Municipal Tender Option Bond Trusts. In a municipal tender option bond transaction, the Company, generally on behalf of a client, transfers a municipal bond to a trust. The trust issues short-term securities that...

  • Page 223
    ... provided financial support through lending facilities and other means. The Company also serves as the general partner for these funds and owns limited partnership interests in them. These funds were consolidated at December 31, 2014 and December 31, 2013. Investment Management Investment Funds. The...

  • Page 224
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Level 1 At December 31, 2014 Level 2 Level 3 (dollars in millions) Total Retained interests (fair value): Investment grade ...Non-investment grade ...Total retained interests (fair value) ...Interests purchased in the secondary ...

  • Page 225
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Level 1 At December 31, 2013 Level 2 Level 3 (dollars in millions) Total Retained interests (fair value): Investment grade ...$ Non-investment grade ...Total retained interests (fair value) ...Interests purchased in the secondary...

  • Page 226
    ... assets treated by the Company as secured financings: At December 31, 2014 At December 31, 2013 Carrying Value of Carrying Value of Assets Liabilities Assets Liabilities (dollars in millions) Credit-linked notes ...Equity-linked transactions ...Other ...Mortgage Servicing Activities. $ 47 16 289...

  • Page 227
    ... value in the Company's consolidated statements of financial condition. • Corporate. Corporate loans primarily include commercial and industrial lending used for general corporate purposes, working capital and liquidity, "event-driven" loans and asset-backed lending products. "Event-driven" loans...

  • Page 228
    ... statements, assessment of leverage, liquidity, capital strength, asset composition and quality, market capitalization and access to capital markets, cash flow projections and debt service requirements, and the adequacy of collateral, if applicable. The Company's Credit Risk Management Department...

  • Page 229
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company utilizes the following credit quality indicators which are consistent with U.S. banking regulators' definitions of criticized exposures, in its credit monitoring process for loans held for investment. • Pass. A ...

  • Page 230
    ...73 17 90 28 Total December 31, 2014 EMEA Asia-Pacific (dollars in millions) Impaired loans ...Past due 90 days loans and on nonaccrual ...Allowance for loan losses ...Loans by Region $ 19 27 121 Americas $- - 20 $- - 8 $ 19 27 149 Total December 31, 2013 EMEA Asia-Pacific (dollars in millions...

  • Page 231
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The table below summarizes information about the allowance for loan losses, loans by impairment methodology, the allowance for lending-related commitments and lending-related commitments by impairment methodology. Corporate ...

  • Page 232
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Corporate Residential Wholesale Consumer Real Estate Real Estate (dollars in millions) Total Allowance for loan losses: Balance at December 31, 2012 ...Gross charge-offs ...Gross recoveries ...Net charge-offs ...Provision (...

  • Page 233
    ...Investment Management business segment, was $7,288 million and $7,295 million at December 31, 2014 and December 31, 2013, respectively. (3) In 2011, the Company announced that it had reached an agreement with the employees of its in-house quantitative proprietary trading unit, Process Driven Trading...

  • Page 234
    ... the carrying amount of the Company's intangible assets for 2014 and 2013 were as follows: Institutional Wealth Investment Securities Management(1) Management(1) (dollars in millions) Total Amortizable net intangible assets at December 31, 2012 . . Mortgage servicing rights ...Net intangible assets...

  • Page 235
    ... 31, 2013. (3) Certain time deposit accounts are carried at fair value under the fair value option (see Note 4). (4) The amount of U.S. time deposits that met or exceeded the FDIC insurance limit was not significant at December 31, 2014 and December 31, 2013. The weighted average interest rates of...

  • Page 236
    MORGAN STANLEY NOTES 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: At At December 31, December...

  • Page 237
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company's long-term borrowings included the following components: At December 31, At December 31, 2014 2013 (dollars in millions) Senior debt ...Subordinated debt ...Junior subordinated debentures ...Total ... $139,565 8,339 ...

  • Page 238
    ..., warehouse lending, emerging market loan, structured product, corporate loan, investment banking and prime brokerage businesses. Other Secured Financings. Other secured financings include the liabilities related to transfers of financial assets that are accounted for as financings rather than sales...

  • Page 239
    ...232 The Company trades, makes markets and takes proprietary positions globally in listed futures, OTC swaps, forwards, options and other derivatives referencing, among other things, interest rates, currencies, investment grade and non-investment grade corporate credits, loans, bonds, U.S. and other...

  • Page 240
    ... 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 Company...

  • Page 241
    ... in accordance with applicable offsetting accounting guidance. (4) Amounts include OTC derivatives that are centrally cleared in accordance with certain regulatory requirements. The Company incurs credit risk as a dealer in OTC derivatives. Credit risk with respect to derivative instruments arises...

  • Page 242
    ... the Company's OTC derivative products. Amounts include centrally cleared OTC derivatives. The table does not include exchange-traded derivatives and the effect of any related hedges utilized by the Company. (2) Obligor credit ratings are determined by the Company's Credit Risk Management Department...

  • Page 243
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Hedge Accounting. The Company applies hedge accounting using various derivative financial instruments to hedge interest rate and foreign exchange risk arising from assets and liabilities not held at fair value as part of asset and...

  • Page 244
    ...Interest rate contracts ...Credit contracts ...Foreign exchange contracts ...Equity contracts ...Commodity contracts ...Other ...Total derivatives not designated as accounting hedges ...Fair Value Cleared Exchange OTC(1) Traded Notional Cleared Exchange OTC(1) Traded Total Bilateral OTC (dollars in...

  • Page 245
    ... Interest rate contracts ...Credit contracts ...Foreign exchange contracts ...Equity contracts ...Commodity contracts ...Other ...Total derivatives not designated as accounting hedges ...Fair Value Cleared Exchange OTC(1) Traded Notional Bilateral Cleared Exchange Total OTC OTC(1) Traded (dollars in...

  • Page 246
    ... Interest rate contracts ...Credit contracts ...Foreign exchange contracts ...Equity contracts ...Commodity contracts ...Other ...Total derivatives not designated as accounting hedges ...Fair Value Cleared Exchange OTC(1) Traded Notional Bilateral Cleared Exchange Total OTC OTC(1) Traded (dollars in...

  • Page 247
    ... hedge ineffectiveness included in Interest expense in the Company's consolidated statements of income from interest rate contracts: Product Type Gains (Losses) Recognized 2014 2013 2012 (dollars in millions) Derivatives ...Borrowings ...Total ... $1,462 $(4,332) $ 29 (173) 5,604 703 $1,289 $ 1,272...

  • Page 248
    ...certain OTC trading agreements, the Company may be required to provide additional collateral or immediately settle any outstanding liability balances with certain counterparties in the event of a credit rating downgrade. At December 31, 2014, the aggregate fair value of OTC derivative contracts that...

  • Page 249
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) parties where upon the downgrade of one party, the downgraded party must deliver collateral to the other party. These bilateral downgrade arrangements are a risk management tool used extensively by the Company as credit exposures ...

  • Page 250
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The tables below summarize the credit ratings and maturities of protection sold through credit default swaps and other credit contracts at December 31, 2014 and December 31, 2013: At December 31, 2014 Maximum Potential Payout/...

  • Page 251
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) At December 31, 2013 Maximum Potential Payout/Notional Years to Maturity Less than 1 1-3 3-5 Over 5 (dollars in millions) Credit Ratings of the Reference Obligation Total Fair Value (Asset)/ Liability(1)(2) Single name credit ...

  • Page 252
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company also enters into index and basket credit default swaps where the credit protection provided is based upon the application of tranching techniques. In tranched transactions, the credit risk of an index or basket is ...

  • Page 253
    ... non-investment grade unfunded commitments accounted for as held for sale at December 31, 2014. The remainder of these lending commitments is carried at fair value. (2) These commitments are recorded at fair value within Trading assets and Trading liabilities in the Company's consolidated statements...

  • Page 254
    ...securities and other sovereign government obligations. Commercial and Residential Mortgage-Related Commitments. The Company enters into forward purchase contracts involving residential mortgage loans, residential mortgage lending commitments to individuals and residential home equity lines of credit...

  • Page 255
    ... lease agreements, in addition to base rentals, generally provide for rent and operating expense escalations resulting from increased assessments for real estate taxes and other charges. Total rent expense, net of sublease rental income, was $715 million, $742 million and $765 million in 2014, 2013...

  • Page 256
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company has obligations under certain guarantee arrangements, including contracts and indemnification agreements, that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying...

  • Page 257
    ... underlying assets in the SPEs are investment grade. Liquidity facilities provided to municipal tender option bond trusts are classified as derivatives. Whole Loan Sale Guarantees. The Company has provided, or otherwise agreed to be responsible for, representations and warranties regarding certain...

  • Page 258
    ... Morgan Stanley Capital Trusts for the limited purpose of issuing trust preferred securities to third parties and lending such proceeds to the Company in exchange for junior subordinated debentures. The Morgan Stanley Capital Trusts are special purpose entities and only the Parent provides...

  • Page 259
    ... 7, 2014 agreement to settle the Federal Housing Finance Agency as Conservator v. Morgan Stanley et al. litigation for $1,250 million and the Company's January 30, 2014 agreement in principle with the Staff of the Enforcement Division of the U.S. Securities and Exchange Commission (the "SEC") to...

  • Page 260
    ... San Francisco v. Credit Suisse Securities (USA) LLC, et al., and Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al., respectively. Amended complaints filed on June 10, 2010 allege that defendants made untrue statements and material omissions in connection with the sale...

  • Page 261
    ... State of New Jersey, styled The Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. On October 16, 2012, plaintiffs filed an amended complaint. The amended complaint alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiffs...

  • Page 262
    ... information, the Company believes that it could incur a loss in this action of up to approximately $173 million, plus pre- and post-judgment interest, fees and costs. On January 10, 2013, U.S. Bank, in its capacity as Trustee, filed a complaint on behalf of Morgan Stanley Mortgage Loan Trust 2006...

  • Page 263
    ...market value at the time of a judgment against the Company, or upon sale, plus pre- and post-judgment interest, fees and costs. The Company may be entitled to be indemnified for some of these losses. On September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley...

  • Page 264
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Calculation of Risk-Based Capital Ratios. The Company is required to calculate and hold capital against credit, market and operational risk-weighted assets ("RWAs"). RWAs reflect both on- and off-balance sheet risk of the Company....

  • Page 265
    ...Not Applicable. (1) Capital ratios required to be considered well-capitalized for U.S. regulatory purposes. (2) The standards applicable in 2013 included U.S. Basel I as supplemented by Basel 2.5. The Company's U.S. Subsidiary Banks' Tier 1 and total risk-based capital ratios, Tier 1 leverage ratio...

  • Page 266
    ... by Basel 2.5. The Company's U.S. Subsidiary Banks' Tier 1 and total risk-based capital ratios, Tier 1 leverage ratio and RWAs at December 31, 2013 were calculated under this framework. Under regulatory capital requirements adopted by the U.S. federal banking agencies, U.S. depository institutions...

  • Page 267
    ... advances to the parent company. 15. Total Equity Morgan Stanley Shareholders' Equity. Common Stock. Changes in shares of common stock outstanding for 2014 and 2013 were as follows (share data in millions): 2014 2013 Shares outstanding at beginning of period ...Treasury stock purchases(1) ...Other...

  • Page 268
    ..., excluding the awards granted for the 2012 performance year. The assets of the Employee Stock Trusts are consolidated with those of the Company, and the value of the Company's stock held in the Employee Stock Trusts is classified in Morgan Stanley shareholders' equity and generally accounted for in...

  • Page 269
    ... Company declared a quarterly dividend of $445.31 per share of Series E Preferred Stock that was paid on January 15, 2015 to preferred shareholders of record on December 31, 2014. Series F Preferred Stock. On December 10, 2013, the Company issued 34,000,000 Depositary Shares, for an aggregate price...

  • Page 270
    ...a share of perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, $0.01 par value ("Series I Preferred Stock"). The Series I Preferred Stock is redeemable at the Company's option (i) in whole or in part, from time to time, on any dividend payment date on or after October 15, 2024...

  • Page 271
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) functional currency subsidiaries. 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...

  • Page 272
    ... dividends (Series I Preferred Stock) ...Less: Wealth Management JV redemption value adjustment (see Note 3) ...Less: Allocation of (earnings) loss to participating RSUs(1): From continuing operations ...Earnings (loss) applicable to Morgan Stanley common shareholders ...Weighted average common...

  • Page 273
    ...Interest expense were as follows: 2014 2013 2012 (dollars in millions) Interest income(1): Trading assets(2) ...$ 2,109 $2,292 $2,736 Investment securities ...613 447 343 Loans ...1,690 1,121 643 Interest bearing deposits with banks ...109 129 124 Securities purchased under agreements to resell and...

  • Page 274
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Stock-Based Compensation Plans. The accounting guidance for stock-based compensation requires measurement of compensation cost for stock-based awards at fair value and recognition of compensation cost over the service period, net ...

  • Page 275
    ... 31, 2014, the weighted average remaining term until delivery for the Company's outstanding RSUs was approximately 1.2 years. At December 31, 2014, the intrinsic value of outstanding RSUs was $4,730 million. The total fair market value of RSUs converted to common stock during 2014, 2013 and 2012 was...

  • Page 276
    ... average fair value of the Company's options granted during 2013 was $5.41, utilizing the following weighted average assumptions: Grant Year Risk-Free Interest Rate Expected Life Expected Stock Price Volatility Expected Dividend Yield 2013 ...No stock options were granted during 2014 or 2012...

  • Page 277
    ... of award, the fair value per share of this portion was $32.81, $22.85 and $18.16 for 2014, 2013 and 2012, respectively. One-half of the award will be earned based on the Company's total shareholder return ("TSR"), relative to the S&P Financial Sectors Index. The number of PSUs ultimately earned for...

  • Page 278
    ... plans. Changes in value of such investments made by the Company are recorded in Trading revenues and Investments revenues. The components of the Company's deferred compensation expense (net of cancellations) are presented below: 2014 2013 2012 (dollars in millions) Deferred cash-based awards...

  • Page 279
    ... 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 280
    ... presents the weighted average assumptions used to determine net periodic benefit expense for 2014, 2013 and 2012: 2014 Pension 2013 2012 Postretirement 2014 2013 2012 Discount rate(1) ...Expected long-term rate of return on plan assets ...Rate of future compensation increases ... 4.74% 3.95% 4.57...

  • Page 281
    ... to help protect the plan's funded status and limit volatility of the Company's contributions. Total U.S. Qualified Plan investment portfolio performance is assessed by comparing actual investment performance to changes in the estimated present value of the U.S. Qualified Plan's benefit obligation...

  • Page 282
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents a summary of the funded status at period-end: Pension Postretirement December 31, December 31, December 31, December 31, 2014 2013 2014 2013 (dollars in millions) Amounts recognized in the Company's ...

  • Page 283
    ... health care cost trend rates can have a significant effect on the amounts reported for the Company's postretirement benefit plan. A one-percentage point change in the rates would not have a significant impact to the Company's postretirement service and interest cost for 2014, and would increase or...

  • Page 284
    ... bonds and derivatives. Foreign liquidity funds place a high priority on capital preservation, stable value and a high liquidity of assets. Foreign funds are generally categorized in Level 2 of the fair value hierarchy as they are readily redeemable at their NAV. Corporate equity funds traded...

  • Page 285
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents the fair value of the net pension plan assets at December 31, 2014. There were no transfers between levels during 2014: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant ...

  • Page 286
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents the fair value of the net pension plan assets at December 31, 2013. There were no transfers between levels during 2013: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant ...

  • Page 287
    ... the Morgan Stanley 401(k) Plan. Eligible U.S. employees receive discretionary 401(k) matching cash contributions as determined annually by the Company. For 2014 and 2013, the Company made a $1 for $1 Company match up to 4% of eligible pay, up to the Internal Revenue Service ("IRS") limit. Matching...

  • Page 288
    ...age and service requirements as of December 31, 2010. A separate transition contribution is allocated to certain eligible legacy Smith Barney employees. The Company match, fixed contribution and transition contribution are included in the Company's 401(k) expense. The pre-tax 401(k) expense for 2014...

  • Page 289
    ... expenses related to litigation and regulatory matters. On October 31, 2014, the Company completed an internal restructuring to simplify its legal entity organization that included a change in tax status of Morgan Stanley Smith Barney Holdings LLC from a partnership to a corporation. As a result of...

  • Page 290
    ... financial services income of certain foreign subsidiaries earned outside the U.S. until such income is repatriated to the U.S. as a dividend. Excluding the aggregate discrete net tax benefit noted above, the effective tax rate from continuing operations in 2013 would have been 28.7%. The Company...

  • Page 291
    ... in which it operates. The Company recorded net income tax provision (benefit) to Paid-in capital related to employee stock-based compensation transactions of $(6) million, $121 million, and $114 million in 2014, 2013, and 2012, respectively. Cash payments for income taxes were $886 million...

  • Page 292
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The total amount of unrecognized tax benefits was approximately $2.2 billion, $4.1 billion, and $4.1 billion at December 31, 2014, December 31, 2013, and December 31, 2012, respectively. Of this total, approximately $1.0 billion, ...

  • Page 293
    ... of assessments in each taxing jurisdiction resulting from the expiration of the applicable statute of limitations or new information regarding the status of current and subsequent years' examinations. As part of the Company's periodic review, federal and state unrecognized tax benefits were...

  • Page 294
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Selected financial information for the Company's business segments is presented below: 2014 Institutional Securities(1) Wealth Investment Management(2) Management(2) (dollars in millions) Intersegment Eliminations Total Total non...

  • Page 295
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 2013 Institutional Securities Wealth Investment Management(2) Management(2) (dollars in millions) Intersegment Eliminations Total Total non-interest revenues ...Interest income ...Interest expense ...Net interest ...Net revenues ...

  • Page 296
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 2012 Institutional Wealth Investment Intersegment Securities(6) Management(2)(6) Management(2) Eliminations (dollars in millions) Total Total non-interest revenues ...$12,847 Interest income ...4,224 Interest expense ...5,970 Net...

  • Page 297
    ..., sales and trading-trading desk location. • Wealth Management: wealth management representatives operate in the Americas. • Investment Management: client location, except for Merchant Banking and Real Estate Investing businesses, which are based on asset location. Net Revenues 2014 2013 2012...

  • Page 298
    ... should be accounted for under the equity method. (3) The Company's ownership interest represents limited partnership interests in a number of different entities within the Avenue Capital Group. Japanese Securities Joint Venture. The Company holds a 40% voting interest and MUFG holds a 60% voting...

  • Page 299
    ... deposits with banks ...Trading assets, at fair value ...Securities purchased under agreement to resell with affiliates ...Advances to subsidiaries: Bank and bank holding company ...Non-bank ...Equity investments in subsidiaries: Bank and bank holding company ...Non-bank ...Other assets ...Total...

  • Page 300
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Parent Company Only Condensed Statements of Income and Comprehensive Income (dollars in millions) 2014 2013 2012 Revenues: Dividends from non-bank subsidiaries ...Trading ...Investments ...Other ...Total non-interest revenues ......

  • Page 301
    ... in subsidiaries ...Securities purchased under agreement to resell with affiliates ...Net cash provided by (used for) investing activities ...CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from (payments for) short-term borrowings ...Proceeds from: Excess tax benefits associated with stock-based...

  • Page 302
    ... securities and stock lending transactions, and certain annuity products. These indemnity payments could be required based on a change in the tax laws or change in interpretation of applicable tax rulings. Certain contracts contain provisions that enable the Parent Company to terminate the agreement...

  • Page 303
    ... Other revenues in the Company's consolidated statement of income and a gain on sale of its ownership stake in TransMontaigne Inc. (3) The fourth quarter of 2014 included: an increase of legal reserves of approximately $3.1 billion (see Notes 13 and 25); a discrete net tax benefit of $1,380 million...

  • Page 304
    ... operations. (6) Summation of the quarters' earnings per common share may not equal the annual amounts due to the averaging effect of the number of shares and share equivalents throughout the year. (7) Beginning with the dividend declared on April 17, 2014, the Company increased the quarterly...

  • Page 305
    ... Income 2014 Average Weekly Average Balance Interest Rate (dollars in millions) Assets Interest earning assets: Trading assets(1): U.S...Non-U.S...Investment securities: U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Securities purchased under agreements to...

  • Page 306
    ... Income 2013 Average Weekly Average Balance Interest Rate (dollars in millions) Assets Interest earning assets: Trading assets(1): U.S...Non-U.S...Investment securities: U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Securities purchased under agreements to...

  • Page 307
    ... Income 2012 Average Weekly Average Balance Interest Rate (dollars in millions) Assets Interest earning assets: Trading assets(1): U.S...Non-U.S...Investment securities: U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Securities purchased under agreements to...

  • Page 308
    ... versus 2013 Increase (decrease) due to change in: Volume Rate (dollars in millions) Net Change Interest earning assets Trading assets: U.S...Non-U.S...Investment securities: U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Securities purchased under agreements to...

  • Page 309
    ... versus 2012 Increase (decrease) due to change in: Volume Rate (dollars in millions) Net Change Interest earning assets Trading assets: U.S...Non-U.S...Investment securities: U.S...Loans: U.S...Non-U.S...Interest bearing deposits with banks: U.S...Non-U.S...Securities purchased under agreements to...

  • Page 310
    ..., month-end balances are used. (2) Deposits are primarily located in U.S. offices. Ratios. 2014 2013 2012 Net income to average assets ...Return on average common equity(1) ...Return on total equity(2) ...Dividend payout ratio(3) ...Total average common equity to average assets ...Total average...

  • Page 311
    ...and prospectively require the reporting of, among other items, cross-border exposure to Non-banking financial institutions. For information regarding the Company's country risk exposure, see "Quantitative and Qualitative Disclosures about Market Risk-Risk Management-Credit Risk-Country Risk Exposure...

  • Page 312
    ... does not exceed 1% of the Company's consolidated assets, Saudi Arabia, Switzerland and Luxembourg had a total cross-border exposure of $21,639 million at December 31, 2014; Ireland, Italy and Luxembourg had a total cross-border exposure of $21,026 million at December 31, 2013; and Saudi Arabia and...

  • Page 313
    ...or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring...

  • Page 314
    ... and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process...

  • Page 315
    ... reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the quarter ended December 31, 2014 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 316
    ... Ownership Reporting Compliance" Information relating to the Company's executive officers is contained in Part I, Item 1 of this report under "Executive Officers of Morgan Stanley." Morgan Stanley's Code of Ethics and Business Conduct applies to all directors, officers and employees, including...

  • Page 317
    ... owners and management is set forth under the captions "Item 4-Company Proposal to Amend the 2007 Equity Incentive Compensation Plan to Increase Shares Available for Grant-Equity Compensation Plan Information" and "Beneficial Ownership of Company Common Stock" in Morgan Stanley's Proxy Statement...

  • Page 318
    ... Schedules. Documents filed as part of this report. • The consolidated financial statements required to be filed in this Annual Report on Form 10-K are included in Part II, Item 8 hereof. • An exhibit index has been filed as part of this report beginning on page E-1 and is incorporated herein...

  • Page 319
    ...the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 2, 2015. MORGAN STANLEY (REGISTRANT) By: /s/ JAMES P. GORMAN (James P. Gorman) Chairman of the Board and Chief Executive Officer POWER OF...

  • Page 320
    Signature Title /S/ KLAUS KLEINFELD (Klaus Kleinfeld) /S/ JAMI MISCIK (Jami Miscik) Director Director /S/ DONALD T. NICOLAISEN (Donald T. Nicolaisen) HUTHAM S. OLAYAN (Hutham S. Olayan) Director /S/ Director /S/ JAMES W. OWENS (James W. Owens) /S/ RYOSUKE ...

  • Page 321
    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM 10-K For the year ended December 31, 2014 Commission File No. 1-11758

  • Page 322
    ...Morgan Stanley Smith Barney Holdings LLC (Exhibit 10.1 to Morgan Stanley's Current Report on Form 8-K dated May 29, 2009). Integration and Investment Agreement dated as of March 30, 2010 by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley (Exhibit 2.2 to Morgan Stanley's Quarterly...

  • Page 323
    ... Trust Agreement of Morgan Stanley Capital Trust III dated as of February 27, 2003 among Morgan Stanley, as depositor, The Bank of New York, as property trustee, The Bank of New York (Delaware), as Delaware trustee, and the administrators named therein (Exhibit 4 to Morgan Stanley's Quarterly Report...

  • Page 324
    ... Trust Agreement of Morgan Stanley Capital Trust VI dated as of January 26, 2006 among Morgan Stanley, as depositor, The Bank of New York, as property trustee, The Bank of New York (Delaware), as Delaware trustee and the administrators named therein (Exhibit 4 to Morgan Stanley's Quarterly Report...

  • Page 325
    ... of Management Committee Equity Award Certificate for Discretionary Retention Award of Stock Units and Stock Options (Exhibit 10.30 to Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended November 30, 2006). Form of Deferred Compensation Agreement under the Pre-Tax Incentive Program...

  • Page 326
    ... Morgan Stanley's Annual Report on 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. 333-159504)). Form of Award...

  • Page 327
    ... Long-Term Incentive Program Awards (Exhibit 10.3 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014). Statement Re: Computation of Ratio of Earnings to Fixed Charges and Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends. Subsidiaries...