Morgan Stanley 2014 Annual Report Download - page 268

MORGAN STANLEY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
were $311 million, $271 million and $97 million in 2014, 2013 and 2012, respectively. During 2014 and 2013,
the Company repurchased approximately $900 million and $350 million of the Company’s outstanding common
stock as part of its share repurchase program.
Employee Stock Trusts. The Company has established Employee Stock Trusts to provide common stock voting
rights to certain employees who hold outstanding RSUs, 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 a manner similar to treasury stock.
Preferred Stock. The Company is authorized to issue 30 million shares of preferred stock, and the Company’s
preferred stock outstanding consisted of the following:
Shares
Outstanding at
December 31,
2014
Liquidation
Preference
per Share
Carrying Value
Series
At
December 31,
2014
At
December 31,
2013
(shares in
millions) (dollars in millions)
A ............................................ 44,000 $25,000 $1,100 $1,100
C ............................................ 519,882 1,000 408 408
E ............................................ 34,500 25,000 862 862
F............................................. 34,000 25,000 850 850
G ............................................ 20,000 25,000 500 —
H ............................................ 52,000 25,000 1,300 —
I ............................................. 40,000 25,000 1,000 —
Total ..................................... $6,020 $3,220
The Company’s preferred stock qualifies as Tier 1 capital in accordance with regulatory capital requirements (see
Note 14).
Series A Preferred Stock. In July 2006, the Company issued 44,000,000 Depositary Shares in an aggregate
of $1,100 million. Each Depositary Share represents 1/1,000th of a Share of Floating Rate Non-Cumulative
Preferred Stock, Series A, $0.01 par value (“Series A Preferred Stock”). The Series A Preferred Stock is
redeemable at the Company’s option, in whole or in part, on or after July 15, 2011, at a redemption price of
$25,000 per share (equivalent to $25.00 per Depositary Share). The Series A Preferred Stock also has a
preference over the Company’s common stock upon liquidation. In December 2014, the Company declared a
quarterly dividend of $255.56 per share of Series A Preferred Stock that was paid on January 15, 2015 to
preferred shareholders of record on December 31, 2014.
Series C Preferred Stock. On October 13, 2008, the Company issued to Mitsubishi UFJ Financial Group, Inc.
(“MUFG”) 1,160,791 shares of Series C Preferred Stock for an aggregate purchase price of $911 million. During
2009, 640,909 shares of the Series C Preferred Stock were redeemed with an aggregate price equal to the
aggregate price exchanged by MUFG for approximately $705 million of common stock. The Series C Preferred
Stock is redeemable by the Company, in whole or in part, on or after October 15, 2011 at a redemption price of
$1,100 per share. Dividends on the Series C Preferred Stock are payable, on a non-cumulative basis, as and if
declared by the Company’s Board of Directors, in cash, at the rate of 10% per annum of the liquidation
preference of $1,000 per share. In December 2014, the Company declared a quarterly dividend of $25.00 per
share of Series C Preferred Stock that was paid on January 15, 2015 to preferred shareholders of record on
December 31, 2014.
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