Morgan Stanley 2015 Annual Report Download

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the year ended December 31, 2015
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of exchange on
which registered
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 guarantee with respect thereto) ........... NewYork Stock Exchange
6
1
4
% Capital Securities of Morgan Stanley Capital Trust IV (and Registrant’s guarantee with respect thereto) ........... NewYork Stock Exchange
5
3
4
% Capital Securities of Morgan Stanley Capital Trust V (and Registrant’s guarantee with respect thereto) ........... NewYork Stock Exchange
6.45% Capital Securities of Morgan Stanley Capital Trust VIII (and Registrant’s guarantee with respect thereto) ......... NewYork Stock Exchange
Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026 of Morgan Stanley Finance LLC (and
Registrant’s guarantee 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. È
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer È
Non-Accelerated Filer
(Do not check if a smaller reporting company)
Accelerated Filer
Smaller reporting company
Indicate by check mark whether Registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES NO È
As of June 30, 2015, the aggregate market value of the common stock of Registrant held by non-affiliates of Registrant was approximately $72,777,054,630.
This calculation does not reflect a determination that persons are affiliates for any other purposes.
As of January 31, 2016, there were 1,958,568,849 shares of Registrant’s common stock, $0.01 par value, outstanding.
Documents Incorporated by Reference: Portions of Registrant’s definitive proxy statement for its 2016 annual meeting of shareholders are incorporated by
reference in Part III of this Form 10-K.

Table of contents

  • Page 1
    ... Stanley Capital Trust V (and Registrant's guarantee with respect thereto) ...6.45% Capital Securities of Morgan Stanley Capital Trust VIII (and Registrant's guarantee with respect thereto) ...Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026 of Morgan Stanley Finance LLC...

  • Page 2

  • Page 3
    ... Equity ...Consolidated Statements of Cash Flows ...Notes to Consolidated Financial Statements ...1. Introduction and Basis of Presentation ...2. Significant Accounting Policies ...3. Fair Values ...4. Derivative Instruments and Hedging Activities ...5. Investment Securities ...6. Collateralized...

  • Page 4
    ... ...14. Regulatory Requirements ...15. Total Equity ...16. Earnings per Common Share ...17. Interest Income and Interest Expense ...18. Deferred Compensation Plans ...19. Employee Benefit Plans ...20. Income Taxes ...21. Segment and Geographic Information ...22. Parent Company ...23. Quarterly...

  • Page 5
    ... conditions and geopolitical events; • sovereign risk; • the effect of market conditions, particularly in the global equity, fixed income, currency, credit and commodities markets, including corporate and mortgage (commercial and residential) lending and commercial real estate markets and energy...

  • Page 6
    ...its Chief Executive Officer, Chief Financial Officer and Deputy Chief Financial Officer. The Company will post any amendments to the Code of Ethics and Business Conduct and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange LLC ("NYSE") on its...

  • Page 7
    ... 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 8
    ... capital efficiently, particularly in its capital-intensive underwriting and sales, trading, financing and marketmaking activities, also affects its competitive position. Corporate clients may request that the Company provide loans or lending commitments in connection with certain investment banking...

  • Page 9
    ...reasonably designed to ensure and monitor compliance with the Volcker Rule. The Volcker Rule also requires that deductions be made from a bank holding company's Tier 1 capital for certain permissible investments in covered funds. Beginning with the three months ended September 30, 2015, the required...

  • Page 10
    ... Stable Funding Ratio ("NSFR"). The LCR requirements issued by the U.S. banking regulators ("U.S. LCR") apply to the Company and its U.S. Bank Subsidiaries. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of Operation-Liquidity and Capital Resources...

  • Page 11
    ... orderly liquidation authority or other resolution regimes. For example, the Federal Reserve has issued a proposed rule that would require top-tier bank holding companies of U.S. global systemically important banks ("G-SIBs"), including the Company, to maintain minimum amounts of equity and eligible...

  • Page 12
    ... mortgage and other secured lending products, including retail securities-based 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...

  • Page 13
    ... methodology that generally results in a lower charge for 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, Morgan Stanley & Co. LLC ("MS&Co.") and MSSB LLC...

  • Page 14
    .... Similarly, in December 2015, the CFTC issued a final rule establishing uncleared Swap margin requirements for swap dealers that are not subject to regulation by the federal banking regulators, which includes Morgan Stanley Capital Services LLC and Morgan Stanley & Co. International plc...

  • Page 15
    ... the Financial Services Agency, the Bank of Japan, the Japanese Securities Dealers Association and several Japanese securities and futures exchanges, regulate its activities in Japan; the Securities and Futures Commission of Hong Kong, the Hong Kong Monetary Authority and the Hong Kong Exchanges and...

  • Page 16
    ... under the Volcker Rule." The Company's Investment Management business is also regulated outside the U.S. For example, the FCA is the primary regulator of the Company's business in the U.K.; the Financial Services Agency regulates the Company's business in Japan; the Hong Kong Securities and Futures...

  • Page 17
    ... Chief Human Resources Officer of Morgan Stanley (since January 2016). Vice President and Global Head of Human Resources (January 2011 to December 2015). Co-Head of Human Resources (January 2010 to December 2011). Head of Morgan Stanley Smith Barney Human Resources (June 2009 to January 2010). James...

  • Page 18
    ...(47). Executive Vice President and Chief Financial Officer of Morgan Stanley (since May 2015). Co-Head of Global Financial Institutions Group (January 2010 to April 2015). Co-Head of North American Financial Institutions Group M&A (September 2007 to December 2009). Head of the U.S. Bank Group (April...

  • Page 19
    ... 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 20
    ... into swap or other derivative contracts under which counterparties have obligations to make payments to us; posting margin and/or collateral and other commitments to clearing houses, clearing agencies, exchanges, banks, securities firms and other financial counterparties; and investing and trading...

  • Page 21
    ... risk of incorrect valuation or risk management of our trading positions due to flaws in data, models, electronic trading systems or processes or due to fraud. Nevertheless, such risk cannot be completely eliminated. We also face the risk of operational failure or termination of any of the clearing...

  • Page 22
    ... to market value, either of which could adversely affect our results of operations, cash flows and financial condition. Our borrowing costs and access to the debt capital markets depend significantly on our credit ratings. The cost and availability of unsecured financing generally are impacted...

  • Page 23
    ...'s Rating Services. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Credit Ratings-Incremental Collateral or Terminating Payments upon Potential Future Rating Downgrade" in Part II, Item 7. We are a holding company and...

  • Page 24
    ...U.S. Bankruptcy Code, the orderly liquidation authority or other resolution regimes. For example, the Federal Reserve has issued a proposed rule that would require top-tier bank holding companies of U.S. G-SIBs, including the Company, to maintain minimum amounts of equity and eligible long-term debt...

  • Page 25
    ... were breached. We have also made representations and warranties in connection with our role as an originator of certain commercial mortgage loans that we securitized in commercial mortgage-backed securities. For additional information, see also Note 12 to the consolidated financial statements in...

  • Page 26
    .... A failure to address conflicts of interest appropriately could adversely affect our businesses and reputation. As a global financial services firm that provides products and services to a large and diversified group of clients, including corporations, governments, financial institutions and...

  • Page 27
    ... 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 28
    ...Group, Inc.), 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 29
    ... and Institutional Securities Headquarters) 2000 Westchester Avenue Purchase, New York (Wealth Management Headquarters) 522 Fifth Avenue New York, New York (Investment Management Headquarters) International Locations 20 Bank Street London (London Headquarters) 1 Austin Road West Kowloon (Hong Kong...

  • Page 30
    ...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 and related matters such as residential mortgage backed securities ("RMBS...

  • Page 31
    ...the State of California styled Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al. An amended complaint, filed on June 10, 2010, alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiff of certain mortgage pass-through...

  • Page 32
    ... of Massachusetts styled Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates...

  • Page 33
    ... the Company. The complaint is styled Morgan Stanley Mortgage Loan Trust 2006-14SL, et al. v. Morgan Stanley Mortgage Capital Holdings LLC, as successor in interest to Morgan Stanley Mortgage Capital Inc. and is pending in the Supreme Court of NY. The complaint asserts claims for breach of contract...

  • Page 34
    ..., filed a complaint styled Morgan Stanley Mortgage Loan Trust 2007-2AX, by U.S. Bank National Association, solely in its capacity as Trustee v. Morgan Stanley Mortgage Capital Holdings LLC, as successor-by-merger to Morgan Stanley Mortgage Capital Inc., and Greenpoint Mortgage Funding, Inc., pending...

  • Page 35
    ... Bank National Trust Company, solely in its capacity as Trustee for Morgan Stanley ABS Capital I Inc. Trust, Series 2007-NC3 v. Morgan Stanley Mortgage Capital Holdings LLC, as Successor-by-Merger to Morgan Stanley Mortgage Capital Inc. The complaint asserts claims for breach of contract and breach...

  • Page 36
    ...On January 25, 2011, the Company was named as a defendant in The Bank of New York Mellon Trust, National Association v. Morgan Stanley Mortgage Capital, Inc., a litigation pending in the SDNY. The suit, brought by the trustee of a series of commercial mortgage pass-through certificates, alleges that...

  • Page 37
    ... $50 million. On January 20, 2016, the parties reached an agreement in principle to settle the litigation. On August 16, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co. Incorporated, et al. filed a complaint against the Company and certain affiliates in the...

  • Page 38
    ...development of exchange traded credit default swap ("CDS") products. The Company and the other recipients of the SO filed a response to the SO on January 21, 2014, and attended oral hearings before the EC during the period May 12-19, 2014. On December 4, 2015, the EC announced that it had closed its...

  • Page 39
    ... Stockholder Matters and Issuer Purchases of Equity Securities. Morgan Stanley's common stock trades under the symbol "MS" on the New York Stock Exchange. As of February 17, 2016, the Company had 68,615 holders of record; however, the Company believes the number of beneficial owners of common stock...

  • Page 40
    ..., see "Liquidity and Capital Resources-Capital Management" in Part II, Item 7. Includes shares acquired by the Company in satisfaction of the tax withholding obligations on stock-based awards and the exercise price of stock options granted under the Company's stock-based compensation plans. *** 34

  • Page 41
    ...dollar) of the Company's common stock, the Standard & Poor's 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, 2010 and reinvestment of dividends on the respective dividend payment...

  • Page 42
    Item 6. Selected Financial Data. MORGAN STANLEY SELECTED FINANCIAL DATA (dollars in millions, except share and per share data) 2015 2014 2013 2012 2011 Income Statement Data: Revenues: Total non-interest revenues ...Interest income ...Interest expense ...Net interest ...Net revenues ...Non-...

  • Page 43
    ...exclude loans at fair value, which are included in Trading assets in the consolidated statements of financial condition (see Note 7 to the consolidated financial statements in Part II, Item 8). (6) The calculation of return on average common equity equals net income applicable to Morgan Stanley less...

  • Page 44
    ...of Financial Condition and Results of Operations. Introduction. Morgan Stanley, a financial holding company, is a global financial services firm that maintains significant market positions in each of its business segments-Institutional Securities, Wealth Management and Investment Management. Morgan...

  • Page 45
    ... Institutional Securities net revenues of $17,953 million in 2015 increased 6% compared with $16,871 million in 2014, primarily as a result of higher Sales and trading net revenues, partially offset by lower Other revenues and lower revenues in Investment banking. Wealth Management net revenues of...

  • Page 46
    ... Institutional Securities net revenues of $16,871 million in 2014 increased 9% compared with $15,519 million in 2013, primarily as a result of an increase in Sales and trading net revenues and Investment banking revenues, partially offset by lower net investment gains. Wealth Management net revenues...

  • Page 47
    ... Data. 2015 2014 2013 (dollars in millions, except where noted) Net revenues: Institutional Securities ...Wealth Management ...Investment Management ...Intersegment Eliminations ...Consolidated net revenues ...Income (loss) from continuing operations applicable to Morgan Stanley(1): Institutional...

  • Page 48
    ...ratio ...Tier 1 leverage ratio(8) ...Assets under management or supervision (dollars in billions)(9): Wealth Management ...$ Investment Management ...Total ...Worldwide employees ...$ $ $ 778 403 1,181 55,802 Selected Non-Generally Accepted Accounting Principles ("Non-GAAP") Financial Information...

  • Page 49
    ... Company and investors to assess capital adequacy and to allow better comparability of period-to-period operating performance. For a discussion of tangible common equity, see "Liquidity and Capital Resources-Tangible Equity" herein. Non-GAAP Financial Measures. 2015 2014 (dollars in millions) 2013...

  • Page 50
    ...of the Company's methods for calculating its risk-based capital ratios, see "Liquidity and Capital Resources-Regulatory Requirements" herein. (8) See Note 14 to the consolidated financial statements in Item 8 for information on the Tier 1 leverage ratio. (9) Amounts exclude the Investment Management...

  • Page 51
    ... via continued high quality lending, expense efficiency and business growth; • Continued strength in Investment Banking and Equity Sales and Trading results; • Steady performance in Investment Management; • Expense efficiency: • Achieve an expense efficiency target ratio excluding DVA of...

  • Page 52
    ...and in response to, customer demand to buy or sell and-depending on the liquidity of the relevant market and the size of the position-to hold those positions for a period of time; (ii) managing and assuming basis risk (risk associated with imperfect hedging) between customized customer risks and the...

  • Page 53
    ... and private equity funds, which include investments made in connection with certain employee deferred compensation plans (see Note 3 to the consolidated financial statements in Item 8). Restrictions on interests in exchanges and clearinghouses generally include a requirement to hold those interests...

  • Page 54
    ... and fees. Investment banking revenues include revenues from the distribution of equity and fixed income securities, including initial public offerings, secondary offerings, closed-end funds and unit trusts. Trading revenues include revenues from customers' purchases and sales of financial...

  • Page 55
    INSTITUTIONAL SECURITIES INCOME STATEMENT INFORMATION % Change from Prior Year: 2015 2014 (dollars in millions) 2013 2015 2014 Revenues: Investment banking ...$ 5,008 Trading ...9,400 Investments ...274 Commissions and fees ...2,616 Asset management, distribution and administration fees ...281 ...

  • Page 56
    ... rights offerings. Amounts include non-convertible preferred stock, mortgage-backed and asset-backed securities, and taxable municipal debt. Amounts include publicly registered and Rule 144A issues. Amounts exclude leveraged loans and self-led issuances. 2015 Compared with 2014. Investment banking...

  • Page 57
    ... Company and investors to allow further comparability of period-toperiod operating performance. % Change from Prior Year: 2015 2014 (dollars in millions) 2013 2015 2014 Total sales and trading net revenues-non-GAAP ...Impact of DVA ...Impact of FVA ...Total sales and trading net revenues ...Equity...

  • Page 58
    ... year due to higher equity, fixed income and commodities revenues. Equity. • Equity sales and trading net revenues, excluding the impact of DVA and the implementation of FVA, increased driven by strong results in prime brokerage and derivatives products. Higher client balances primarily drove the...

  • Page 59
    ... million remained unchanged. The results in 2014 included lower income from the Company's 40% stake in Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. ("MUMSS") compared with 2013 (see "Other Items-Japanese Securities Joint Venture" herein and Note 8 to the consolidated financial statements in 53

  • Page 60
    ... terminal operator for refined products with two distribution terminals in Canada. The gain on sale was approximately $45 million and is recorded in Other revenues. Other Items. Japanese Securities Joint Venture. The Company holds a 40% voting interest and Mitsubishi UFJ Financial Group, Inc. ("MUFG...

  • Page 61
    ... capital based upon their economic interest as set forth above. See Note 8 to the consolidated financial statements in Item 8 for further information. Nonredeemable Noncontrolling Interests. Nonredeemable noncontrolling interests primarily relate to MUFG interest in Morgan Stanley MUFG Securities...

  • Page 62
    WEALTH MANAGEMENT INCOME STATEMENT INFORMATION % Change from Prior Year: 2015 2014 (dollars in millions) 2013 2015 2014 Revenues: Investment banking ...Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...

  • Page 63
    ... to investments associated with certain employee deferred compensation plans and lower revenues from fixed income products. Commissions and fees revenues decreased primarily due to lower equity, insurance and mutual fund activity. Net Revenues. 2015 Compared with 2014. Asset Management. • Asset...

  • Page 64
    ... linked to higher net revenues and an increase in base salaries. Non-compensation expenses decreased in 2014 primarily driven by technology write-offs and an impairment expense related to certain intangible assets (management contracts) associated with alternative investments funds in 2013...

  • Page 65
    ... ...Bank deposit program(3) ...Investment securities portfolio ...Loans and lending commitments ...Wealth Management representatives ...Retail locations ...2015 $ $ $ $ $ $ 1,985 795 40% 64 149 57.9 55.3 15,889 608 2014 $ $ $ $ $ $ 2,025 785 39% 51 137 57.3 42.7 16,076 622 2013 Annual revenues...

  • Page 66
    ... 2013, client assets include certain additional non-custodied assets as a result of the completion of the platform conversion between the Company and Citi. • • • Inflows-include new accounts, account transfers, deposits, dividends and interest. Outflows-include closed or terminated accounts...

  • Page 67
    ... exchange traded funds all in one aggregate account. Unified managed accounts can be client-directed, financial advisor-directed or Company-directed (with "directed" referring to the investment direction or decision/ discretion/power of attorney). Mutual fund advisory-Accounts that give the client...

  • Page 68
    ... MANAGEMENT INCOME STATEMENT INFORMATION % Change from Prior Year: 2015 2014 (dollars in millions) 2013 2015 2014 Revenues: Investment banking ...$ 1 $ 5 $ 11 Trading ...(1) (19) 41 Investments ...249 587 1,056 Commissions and fees ...1 - - Asset management, distribution and administration fees...

  • Page 69
    ... from equity and fixed income products to liquidity products, (see "Statistical Data" herein). Other. • Other revenues of $32 million in 2015 decreased 70% from the prior year due to lower revenues associated with the Company's minority investment in certain third-party investment managers. Non...

  • Page 70
    ... of certain legal entities associated with a real estate fund sponsored by the Company in the second quarter 2015. Statistical Data. Assets Under Management or Supervision and Average Fee Rate by Asset Class. Average for the Year Ended December 31, 2015 At December 31, 2014 Inflows (1) Outflows...

  • Page 71
    ... for the Year Ended December 31, 2014 AUM Fee Rate (in bps) (dollars in billions) Traditional Asset Management: Equity ...$ Fixed income ...Liquidity ...Alternatives(2) ...Managed Futures ...Total Traditional Asset Management ...Merchant Banking and Real Estate Investing(2) ...Total assets under...

  • Page 72
    ... of capital after the investment period of a fund. It also includes fund dividends for which the client has not elected to reinvest. Market impact-includes realized and unrealized gains and losses on portfolio investments. This excludes any funds where market impact does not impact management fees...

  • Page 73
    ... Entities. At December 31, 2015 At December 31, 2014 (dollars in billions) U.S. Bank Subsidiaries assets ...$ U.S. Bank Subsidiaries investment securities portfolio(1) ...$ Wealth Management U.S. Bank Subsidiaries data: Securities-based lending and other loans(2) ...$ Residential real estate...

  • Page 74
    ...in capital, as a result of the legal entity restructuring that included a change in tax status of Morgan Stanley Smith Barney Holdings LLC from a partnership to a corporation; $609 million principally associated with the remeasurement of reserves and related interest due to new information regarding...

  • Page 75
    (1) (2) (3) Amount represents compensation and benefits expense at pre-adjustment accrual levels (i.e., at an approximate average baseline 74% deferral rate and with no acceleration of cash-based award vesting that was utilized for the first three quarters of 2014). Amounts reflect reduction in ...

  • Page 76
    ... Financing Entity. Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. During 2014, the FASB also issued the following accounting update: • Revenue from Contracts with Customers. In May 2014...

  • Page 77
    ...process, fair value definition, Level 1, Level 2, Level 3 and related valuation techniques, and quantitative information about and sensitivity of significant unobservable inputs used in Level 3 fair value measurements, see Notes 2 and 3 to the consolidated financial statements in Item 8. The Company...

  • Page 78
    ... assumptions are reasonable. See Note 2 to the consolidated financial statements in Item 8 for additional information regarding the Company's valuation policies, processes and procedures. Goodwill and Intangible Assets. Goodwill. The Company tests goodwill for impairment on an annual basis on July...

  • Page 79
    ...relief. Accruals for litigation and regulatory proceedings are generally determined on a case-by-case basis. Where available information indicates that it is probable a liability had been incurred at the date of the consolidated financial statements and the Company can reasonably estimate the amount...

  • Page 80
    ..., if any. See Note 2 to the consolidated financial statements in Item 8 for additional information on the Company's significant assumptions, judgments and interpretations associated with the accounting for income taxes and Note 20 to the consolidated financial statements in Item 8 for additional...

  • Page 81
    ... and control groups assist in evaluating, monitoring and controlling the impact that the Company's business activities have on its consolidated statements of financial condition, liquidity and capital structure. Liquidity and capital matters are reported regularly to the Board's Risk Committee. The...

  • Page 82
    ...December 31, 2014 Institutional Securities Wealth Management Investment Management Total (dollars in millions) Assets Cash and cash equivalents ...Cash deposited with clearing organizations or segregated under federal and other regulations or requirements ...Trading assets ...Investment securities...

  • Page 83
    ... 2015 and December 31, 2014, respectively, recorded in accordance with accounting guidance for the transfer of financial assets that represented offsetting assets and liabilities for fully collateralized non-cash loan transactions. Liquidity Risk Management Framework. The primary goal of the Company...

  • Page 84
    .... Global Liquidity Reserve by Type of Investment. At December 31, 2015 At December 31, 2014 (dollars in millions) 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...

  • Page 85
    Global Liquidity Reserve Managed by Bank and Non-Bank Legal Entities. Average Balance(1) At December 31, 2015 At December 31, 2014 (dollars in millions) 2015 2014 Bank legal entities: Domestic ...Foreign ...Total Bank legal entities ...Non-Bank legal entities(2): Domestic ...Foreign ...Total Non-...

  • Page 86
    ...see Note 4 to the consolidated financial statements in Item 8). Deposits. Available funding sources to the Company's bank subsidiaries include time deposits, money market deposit accounts, demand deposit accounts, repurchase agreements, federal funds purchased, commercial paper and Federal Home Loan...

  • Page 87
    ... 31, 2015, see Note 11 to the consolidated financial statements in Item 8. During 2015, Morgan Stanley Capital Trusts VI and VII redeemed all of their issued and outstanding 6.60% Capital Securities, respectively, and the Company concurrently redeemed the related underlying junior subordinated...

  • Page 88
    ... a significant portion of its day-to-day operations. The cost and availability of financing generally are impacted by, among other things, the Company's credit ratings. In addition, the Company's credit ratings can have an impact on certain trading revenues, particularly in those businesses where...

  • Page 89
    ... Purchases of Equity Securities" in Part II, Item 5). The Board determines the declaration and payment of dividends on a quarterly basis. The cash dividends declared on the Company's outstanding preferred stock were $452 million, $311 million and $271 million for the years ended 2015, 2014 and 2013...

  • Page 90
    ...75 Tangible Equity. Tangible Equity Measures-Period End and Average. Balance at December 31, 2015 December 31, 2014 (dollars in millions) Average Balance(1) 2015 2014 Common equity ...Preferred equity ...Morgan Stanley shareholders' equity ...Junior subordinated debentures issued to capital trusts...

  • Page 91
    ... requires to be made from a bank holding company's Tier 1 capital for certain permissible investments in covered funds are reflected in the relevant regulatory capital tiers and ratios beginning with the three months ended September 30, 2015 (see also "Business-Supervision and Regulation-Financial...

  • Page 92
    ... risk and securitization capital requirements. In addition, the Basel Committee has proposed revisions to various regulatory capital standards, including for credit risk, operational risk and interest rate risk in the banking book. In each case, the impact of these revised standards on the Company...

  • Page 93
    ... 2015 would have exceeded the revised well-capitalized standard. The Federal Reserve may require the Company and its peer financial holding companies to maintain risk- and leverage-based capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and...

  • Page 94
    ... Approach Transitional Rules. At December 31, 2015 At December 31, 2014 (dollars in millions) RWAs: Credit risk ...$ Market risk ...Operational risk ...Total RWAs ...Capital ratios: Common Equity Tier 1 ratio ...Tier 1 capital ratio ...Total capital ratio ...Tier 1 leverage ratio(1) ...Adjusted...

  • Page 95
    ...tax debt valuation adjustment ...Expected credit loss over eligible credit reserves ...Other adjustments and deductions ...Additional Tier 1 capital ...$ Deduction for investments in covered funds ...Total Tier 1 capital ...$ Tier 2 capital: Subordinated debt ...$ Trust preferred securities ...Other...

  • Page 96
    ... Rules. 2015 (dollars in millions) Common Equity Tier 1 capital: Common Equity Tier 1 capital at December 31, 2014 ...Change related to the following items: Value of shareholders' common equity ...Net goodwill ...Net intangible assets (other than goodwill and mortgage servicing assets) ...Credit...

  • Page 97
    ... Rules. 2015(1) (dollars in millions) Credit risk RWAs: Balance at December 31, 2014 ...Change related to the following items: Derivatives ...Securities financing transactions ...Other counterparty credit risk ...Securitizations ...Credit valuation adjustment ...Investment securities ...Loans...

  • Page 98
    .... The fully phased-in basis pro forma Common Equity Tier 1 capital, RWAs and Common Equity Tier 1 risk-based capital ratio estimates are non-GAAP financial measures that the Company considers to be useful measures for evaluating compliance with new regulatory capital requirements that were not yet...

  • Page 99
    ...financial institutions, including the Company. In November 2015, the Federal Reserve amended its capital plan and stress test rules, with effect from January 1, 2016, to delay until 2017 the use of the supplementary leverage ratio requirement, defer indefinitely the use of the Advanced Approach risk...

  • Page 100
    ... of unconsolidated financial institutions and other adjustments. At December 31, 2015, pro forma supplementary leverage ratios calculated using Tier 1 capital and pro forma supplementary leverage exposures computed under U.S. Basel III on a transitional basis for the Company's U.S. Bank Subsidiaries...

  • Page 101
    ... Equity Tier 1 capital, aggregate Required Capital and Parent capital for 2015 were approximately $58.2 billion, $39.0 billion and $19.2 billion, respectively. The Company generally holds Parent capital for prospective regulatory requirements, including for example, supplementary leverage ratio...

  • Page 102
    ... to time deposits primarily held at the Company's U.S. Bank Subsidiaries. For further information on operating leases covering premises and equipment, see Note 12 to the consolidated financial statements in Item 8. Purchase obligations for goods and services include payments for, among other things...

  • Page 103
    ... also "Global Market and Economic Conditions" herein. A significant portion of the Company's business is conducted in currencies other than the U.S. dollar, and changes in foreign exchange rates relative to the U.S. dollar, therefore, can affect the value of non-U.S. dollar net assets, revenues and...

  • Page 104
    ... Institutional Securities, Wealth Management and Investment Management business segments, as well as at the holding company level. The principal risks involved in the Company's business activities include market (including non-trading interest rate risk), credit, operational, liquidity and funding...

  • Page 105
    ... relating to culture, values and conduct. Risk Committee of the Board. The BRC is composed of non-management directors. The BRC oversees the Company's global ERM framework; oversees the major risk exposures of the Company, including market, credit, operational, liquidity, funding, reputational and...

  • Page 106
    ... and Succession Committee of the Board to help ensure that the structure and design of incentive compensation arrangements do not encourage unnecessary and excessive risk taking. Internal Audit Department. The Internal Audit Department provides independent risk and control assessment and reports to...

  • Page 107
    ... "Credit Risk," "Operational Risk" and "Liquidity and Funding 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...

  • Page 108
    ... real estate funds and investments in private equity vehicles. Sound market risk management is an integral part of the Company's culture. The various business units and trading desks are responsible for ensuring that market risk exposures are well-managed and prudent. The control groups help ensure...

  • Page 109
    ...five times in every 100 trading days, if the portfolio were held constant for one day. The Company's VaR model generally takes into account linear and non-linear exposures to equity and commodity price risk, interest rate risk, credit spread risk and foreign exchange rates. The model also takes into...

  • Page 110
    ... value and associated hedges. Trading Risks. 95%/One-Day Management VaR. 95%/One-Day VaR for 2015 95%/One-Day VaR for 2014 Low Period End Average High Low Period End Market Risk Category Average High (dollars in millions) Interest rate and credit spread ...Equity price ...Foreign exchange rate...

  • Page 111
    ..., which was in a range between $40 million and $60 million for approximately 99% of trading days during the year. Year Ended December 31, 2015 Daily 95% / One-day Total Management VaR (dollars in millions) 97 Number of Days 79 51 31 0 40 to 45 45 to 50 50 to 55 55 to 60 65 105

  • Page 112
    ... for 2015 of daily net trading revenues, including profits and losses from Interest rate and credit spread, Equity price, Foreign exchange rate, Commodity price and Credit Portfolio positions and intraday trading activities, for the Company's Trading businesses. Daily net trading revenues also...

  • Page 113
    ... Morgan Stanley Securities Co., Ltd...Other Company investments ... $ 139 131 101 142 194 $ 175 186 109 142 195 Equity Market Sensitivity. In the Wealth Management and Investment Management business segments, certain fee-based revenue streams are driven by the value of clients' equity holdings...

  • Page 114
    ... margin and/or collateral to clearinghouses, clearing agencies, exchanges, banks, securities firms and other financial counterparties; • placing funds on deposit at other financial institutions to support the Company's clearing and settlement obligations; and • investing or trading in securities...

  • Page 115
    ... Company purchases loans in the secondary market. In the consolidated statements of financial condition, these loans and lending commitments are carried at either fair value with changes in fair value recorded in earnings; held for investment, which are recorded at amortized cost; or held for sale...

  • Page 116
    ... group of corporate and other institutional clients. These activities include corporate lending, commercial and residential mortgage lending, asset-backed lending, corporate loans purchased in the secondary market, financing extended to equities and commodities customers, and loans to municipalities...

  • Page 117
    ...to select corporate clients. Relationship-based loans and lending commitments are used for general corporate purposes, working capital and liquidity purposes by the Company's Investment Banking clients and typically consist of revolving lines of credit, letter of credit facilities and term loans. In...

  • Page 118
    ...-based Securities-based lending provided to the Company's retail clients is primarily conducted through its Portfolio Loan Account ("PLA") and Liquidity Access Line ("LAL") platforms which had an outstanding loan balance of $24.9 billion and $19.1 billion at December 31, 2015 and December 31, 2014...

  • Page 119
    ...-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 Wealth Management business segment's loan portfolio. For the year ended December 31, 2015, loans and lending...

  • Page 120
    ... 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 exposures during the periods presented. The effectiveness of the Company's credit default swap...

  • Page 121
    .... For additional credit exposure information on the Company's credit derivative portfolio, see Note 4 to the consolidated financial statements in Item 8. OTC Derivative Products at Fair Value, Net of Collateral, by Industry. Industry(1) At December 31, 2015 At December 31, 2014 (dollars in millions...

  • Page 122
    ... tests, may result in the amendment of limits or exposure mitigation. In addition to its country risk exposure, the Company discloses its cross-border risk exposure in "Financial Statements and Supplementary Data-Financial Data Supplement (Unaudited)" in Item 8. It is based on the Federal Financial...

  • Page 123
    ... fair value receivable or payable). As a market maker, the Company transacts in these CDS positions to facilitate client trading. At December 31, 2015, gross purchased protection, gross written protection, and net exposures related to single-name and index credit derivatives for those countries were...

  • Page 124
    ..., 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 125
    ... affect the Company's liquidity and may impact its ability to raise new funding. Generally, the Company incurs liquidity and funding risk as a result of its trading, lending, investing and client facilitation activities. The Company's Liquidity Risk Management Framework is critical to helping ensure...

  • Page 126
    ... the Treasury Department and these business units to help ensure a consistent and comprehensive framework for managing liquidity and funding risk across the Company. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources" in...

  • Page 127
    ..., and changes in total equity for the years ended December 31, 2015, 2014 and 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our...

  • Page 128
    MORGAN STANLEY Consolidated Statements of Income (dollars in millions, except share and per share data) 2015 Revenues: Investment banking ...Trading ...Investments ...Commissions and fees ...Asset management, distribution and administration fees ...Other ...Total non-interest revenues ...Interest ...

  • Page 129
    MORGAN STANLEY Consolidated Statements of Comprehensive Income (dollars in millions) 2015 2014 2013 Net income ...Other comprehensive income (loss), net of tax: Foreign currency translation adjustments(1) ...Change in net unrealized gains (losses) on available for sale securities(2) ...Pension, ...

  • Page 130
    MORGAN STANLEY Consolidated Statements of Financial Condition (dollars in millions, except share data) December 31, 2015 December 31, 2014 Assets Cash and due from banks ($14 and $45 at December 31, 2015 and December 31, 2014, respectively, related to consolidated variable interest entities, ...

  • Page 131
    ... of certain legal entities associated with a real estate fund ...Other net decreases ...BALANCE AT DECEMBER 31, 2014 ...Net income applicable to Morgan Stanley ...Net income applicable to nonredeemable noncontrolling interests ...Dividends ...Shares issued under employee plans and related...

  • Page 132
    ...available for sale securities ...Impairment charges ...Provision for credit losses on lending activities ...Other operating adjustments ...Changes in assets and liabilities: Cash deposited with clearing organizations or segregated under federal and other regulations or requirements ...Trading assets...

  • Page 133
    ...Stanley" or the "Company" mean Morgan Stanley (the "Parent") together with its consolidated subsidiaries. A description of the clients and principal products and services of each of the Company's business segments is as follows: Institutional Securities provides investment banking, sales and trading...

  • Page 134
    ...Stanley Smith Barney LLC ("MSSB LLC"), Morgan Stanley & Co. International plc ("MSIP"), Morgan Stanley MUFG Securities Co., Ltd. ("MSMS"), Morgan Stanley Bank, N.A. ("MSBNA") and Morgan Stanley Private Bank, National Association ("MSPBNA"). Consolidated Statements of Income Presentation. The Company...

  • Page 135
    ...-based fee revenue (for which the Company is not obligated to pay compensation) at risk of reversing if fund performance falls below stated investment management agreement benchmarks was approximately $363 million and $634 million at December 31, 2015 and December 31, 2014, respectively. See Note 12...

  • Page 136
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Company's trading and investment positions and include both cash and derivative products. In addition, debt securities classified as available for sale ("AFS") securities and Securities received as collateral and Obligation to ...

  • Page 137
    .... These adjustments are derived by making assessments of the possible degree of variability using statistical approaches and market-based information where possible. The Company generally subjects all valuations and models to a review process initially and on a periodic basis thereafter. 131

  • Page 138
    ... value hierarchy, unless otherwise noted. These control processes include: Model Review. VRG, in conjunction with the Market Risk Department ("MRD") and, where appropriate, the Credit Risk Management Department, both of which report to the Chief Risk Officer, independently review valuation models...

  • Page 139
    ...units and by testing compliance with the documented valuation methodologies approved in the model review process described above. VRG uses recently executed transactions, other observable market data such as exchange data, broker-dealer quotes, thirdparty pricing vendors and aggregation services for...

  • Page 140
    ... risk being hedged (fair value hedges); and hedges of net investments in foreign operations whose functional currency is different from the reporting currency of the parent company (net investment hedges). These financial instruments are included within Trading assets-Derivative and other contracts...

  • Page 141
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) fair value option (see Note 3). Where appropriate, repurchase agreements and reverse repurchase agreements with the same counterparty are reported on a net basis. Securities borrowed and securities loaned are recorded at the ...

  • Page 142
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-...

  • Page 143
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) investments. The Company often invests directly, as a principal, in investments or other financial instruments to economically hedge its obligations under its deferred cash-based compensation plans. Changes in value of such ...

  • Page 144
    ... and the cost basis) will be recognized in the consolidated statements of income. Loans. The Company accounts for loans based on the following categories: loans held for investment; loans held for sale; and loans at fair value. Loans Held for Investment. Loans held for investment are reported as...

  • Page 145
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Interest Income. Interest income on performing loans held for investment is accrued and recognized as interest income at the contractual rate of interest. Purchase price discounts or premiums, as well as net deferred loan fees or ...

  • Page 146
    ...credit and financial guarantees, see Note 12. Loans Held for Sale. Loans held for sale are measured at the lower of cost or fair value, with valuation changes recorded in Other revenues. The Company determines the valuation allowance on an individual loan basis, except for residential mortgage loans...

  • Page 147
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) This accounting update also requires separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty (a repurchase financing), which will result in secured ...

  • Page 148
    .... Valuation levels of RMBS and CMBS indices are used as an additional data point for benchmarking purposes or to price outright index positions. Auction Rate Securities ("ARS") The Company primarily holds investments in Student Loan Auction Rate Securities ("SLARS") and Municipal Auction Rate...

  • Page 149
    ... and Collateralized Loan Obligations ("CLO") The Company holds cash CDOs/CLOs that typically reference a tranche of an underlying synthetic portfolio of single name CDS spreads collateralized by corporate bonds ("credit-linked notes") or cash portfolio of asset-backed securities/loans ("asset-backed...

  • Page 150
    ... yield curves and discount rates commensurate with the risks involved or a methodology that utilizes the capital structure and credit spreads of recent comparable securitization transactions. Corporate Equities Exchange-Traded Equity Securities Fair value is generally determined based on quoted...

  • Page 151
    ... other model inputs such as credit spread, interest rates and recovery rates are observable. The Company trades various derivative structures with commodity underlyings. Depending on the type of structure, • Generally Level 2 - OTC derivative products valued using pricing models; basket CDS if the...

  • Page 152
    ... 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 153
    ... collateralized mortgage obligations), CMBS, Federal Family Education Loan Program ("FFELP") student loan ABS, auto loan ABS, corporate bonds, CLOs and actively traded equity securities. For further information on the determination of fair value, refer to the corresponding asset/liability valuation...

  • Page 154
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Assets and Liabilities Measured at Fair Value on a Recurring Basis. Counterparty and Cash Collateral Netting Balance at December 31, 2015 Level 1 Level 2 Level 3 (dollars in millions) Assets at Fair Value Trading assets: U.S. ...

  • Page 155
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Counterparty and Cash Collateral Netting Balance at December 31, 2014 Level 1 Level 2 Level 3 (dollars in millions) Assets at Fair Value Trading assets: U.S. government and agency securities: U.S. Treasury securities ...U.S. ...

  • Page 156
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (1) At December 31, 2015, Loans and lending commitments held at fair value consisted of $7,286 million of corporate loans, $1,885 million of residential real estate loans and $1,447 million of wholesale real estate loans. At ...

  • Page 157
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Roll-forward of Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis. Total Realized Beginning and Balance at Unrealized December 31, Gains Purchases 2014 (Losses)(1) (2) Assets at Fair Value Trading assets: ...

  • Page 158
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Unrealized Gains (Losses) for Level 3 Assets/ Ending Liabilities Balance at Outstanding at December 31, December 31, Issuances Settlements Net Transfers 2014 2014 (dollars in millions) Assets at Fair Value Trading assets: Other ...

  • Page 159
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Unrealized Gains (Losses) for Level 3 Assets/ Ending Liabilities Balance at Outstanding at December 31, December 31, Issuances Settlements Net Transfers 2013 2013 (dollars in millions) Assets at Fair Value Trading assets: Other ...

  • Page 160
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Long-term borrowings. During 2013, the Company reclassified approximately $1.3 billion of certain long-term borrowings, primarily structured notes, from Level 3 to Level 2. The Company reclassified the structured notes as the ...

  • Page 161
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Valuation Technique(s) / Significant Unobservable Input(s) / Sensitivity of the Fair Value to Changes in the Unobservable Inputs Comparable pricing: Comparable loan price / (A) Comparable pricing: Comparable bond price / (A) ...

  • Page 162
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Valuation Technique(s) / Significant Unobservable Input(s) / Sensitivity of the Fair Value to Changes in the Unobservable Inputs Balance at December 31, 2015 (dollars in millions) Investments: Principal investments 486 Range(1)...

  • Page 163
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Valuation Technique(s) / Significant Unobservable Input(s) / Sensitivity of the Fair Value to Changes in the Unobservable Inputs Balance at December 31, 2014 (dollars in millions) Range(1) Averages(2) Asset-backed securities ...

  • Page 164
    ... STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Valuation Technique(s) / Significant Unobservable Input(s) / Sensitivity of the Fair Value to Changes in the Unobservable Inputs Balance at December 31, 2014 (dollars in millions) Range(1) Averages(2) Foreign exchange contracts...

  • Page 165
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Valuation Technique(s) / Significant Unobservable Input(s) / Sensitivity of the Fair Value to Changes in the Unobservable Inputs Balance at December 31, 2014 (dollars in millions) Range(1) Averages(2) Long-term borrowings 1,...

  • Page 166
    ... exchange contracts, Other secured financings and distressed corporate bonds. Implied yield (or spread over a liquid benchmark) is utilized predominately for nondistressed corporate bonds, loans and credit contracts. • • Comparable equity price-a price derived from equity raises, share buybacks...

  • Page 167
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) • Price / Earnings ratio-the ratio used to measure a company's equity value in relation to its earnings. The ratio is calculated by dividing the equity value per share by the latest historical or forward-looking earnings per ...

  • Page 168
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Fair Value of Certain Funds Estimated to Be Liquidated Over Time. At December 31, 2015 Fund Type Less than 5 years 5-10 years Over 10 years Total (dollars in millions) Private equity funds ...Real estate funds ...Hedge ...

  • Page 169
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Impact on Earnings of Transactions Under the Fair Value Option Election. Trading Revenues Interest Income (Expense) (dollars in millions) Gains (Losses) Included in Net Revenues 2015 Securities purchased under agreements to ...

  • Page 170
    ...) on lending commitments were generally determined based on the differential between estimated expected client yields and contractual yields at each respective period-end. Net Difference of Contractual Principal Amount Over Fair Value. At December 31, 2015 At December 31, 2014 (dollars in millions...

  • Page 171
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Carrying Value at December 31, 2014 Fair Value Measurements Using: Level 1 Level 2 (dollars in millions) Level 3 Total Gains (Losses) for 2014(1) Assets: Loans(2) ...$ Other investments(3) ...Premises, equipment and software ...

  • Page 172
    ...31, 2015 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...

  • Page 173
    ...31, 2014 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...

  • Page 174
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company manages the market risk associated with its trading activities on a Company-wide basis, on a worldwide trading division level and on an individual product basis. Fair Value and Notional of Derivative Instruments. Fair ...

  • Page 175
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Derivative Assets at December 31, 2014 Fair Value Bilateral OTC Derivatives designated as accounting hedges: Interest rate contracts ...$ Foreign exchange contracts ...Total derivatives designated as accounting hedges ......

  • Page 176
    ... of Financial Financial Condition Condition Amounts Not Offset in the Consolidated Statements of Financial Condition(2) Financial Instruments Collateral Other Cash Collateral Gross Amounts(1) Net Exposure (dollars in millions) Derivative assets Bilateral OTC ...$ Cleared OTC ...Exchange traded...

  • Page 177
    ... STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Gains (Losses) on Fair Value Hedges. Gains (Losses) Recognized in Interest Expense Product Type 2015 2014 (dollars in millions) 2013 Derivatives ...Borrowings ...Total ...Gains (Losses) on Derivatives Designated as Net Investment...

  • Page 178
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) OTC Derivative Products-Trading Assets. Counterparty Credit Rating and Remaining Contract Maturity of the Fair Value of OTC Derivative Assets. At December 31, 2015(1) Years to Maturity Cross-Maturity and Cash Collateral Netting(3)...

  • Page 179
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The additional collateral or termination payments that may be called in the event of a future credit rating downgrade vary by contract and can be based on ratings by either or both of Moody's Investors Service, Inc. ("Moody's") ...

  • Page 180
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Credit Ratings of Reference Obligation and Maturities of Credit Protection Sold. At December 31, 2015 Maximum Potential Payout/Notional Years to Maturity Less than 1 1-3 3-5 Over 5 Total (dollars in millions) Fair Value (Asset)/ ...

  • Page 181
    ...portfolio loss distribution. The most junior tranches cover initial defaults, and once losses exceed the notional of the tranche, they are passed on to the next most senior tranche in the capital structure. Credit Protection Sold through CLNs and CDOs. The Company has invested in credit-linked notes...

  • Page 182
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 5. Investment Securities. AFS and HTM Securities. At December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (dollars in millions) AFS debt securities: U.S. government and agency securities...

  • Page 183
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) At December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (dollars in millions) AFS debt securities: U.S. government and agency securities: U.S. Treasury securities ...U.S. agency securities...

  • Page 184
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Fair Value of Investment Securities in an Unrealized Loss Position. At December 31, 2015 Less than 12 Months Gross Unrealized Losses 12 Months or Longer Fair Value Gross Unrealized Losses Total Gross Unrealized Losses Fair Value...

  • Page 185
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) At December 31, 2014 Less than 12 Months Gross Unrealized Losses 12 Months or Longer Gross Unrealized Losses Total Gross Unrealized Losses Fair Value Fair Value Fair Value (dollars in millions) AFS debt securities: U.S. ...

  • Page 186
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Amortized Cost, Fair Value and Annualized Average Yield of Investment Securities by Contractual Maturity Dates. At December 31, 2015 Amortized Cost Fair Value (dollars in millions) Annualized Average Yield AFS debt securities: ...

  • Page 187
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) At December 31, 2015 Amortized Cost Fair Value Annualized 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 ...

  • Page 188
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The Company's policy is generally to take possession of securities purchased under agreements to resell and securities borrowed, and to receive securities and cash posted as collateral (with rights of rehypothecation). In certain ...

  • Page 189
    ... agreements, that have been determined by the Company to be legally enforceable in the event of default but where certain other criteria are not met in accordance with applicable offsetting accounting guidance. For information related to offsetting of derivatives, see Note 4. Secured Financing...

  • Page 190
    ... high loan-to-value ratios. Other. The Company also engages in margin lending to clients that allows the client to borrow against the value of qualifying securities and is included within Customer and other receivables in the consolidated statements of financial condition. Under these agreements and...

  • Page 191
    ... or segregated under federal and other regulations or requirements are sourced from Securities purchased under agreements to resell and Trading assets in the consolidated statements of financial condition. 7. Loans and Allowance for Credit Losses. Loans. The Company's loan portfolio consists of...

  • Page 192
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) securities or refinancing margin debt. The majority of consumer loans are structured as revolving lines of credit and letter of credit facilities and are primarily offered through the Company's Portfolio Loan Account ("PLA") and ...

  • Page 193
    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 194
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Impaired and Past Due Loans Held for Investment. At December 31, 2015 At December 31, 2014 Total Corporate Residential Real Estate Total Residential Real Estate Loans by Product Type Corporate (dollars in millions) Impaired ...

  • Page 195
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Allowance for Credit Losses on Lending Activities. Corporate Consumer Residential Real Estate (dollars in millions) Wholesale Real Estate Total Allowance for Loan Losses. Balance at December 31, 2014 ...Gross charge-offs ...Gross...

  • Page 196
    ...established in the Wealth Management business segment to retain and recruit certain employees. These loans are recorded in Customer and other receivables in the consolidated statements of financial condition. These loans are full recourse, generally require periodic payments and have repayment terms...

  • Page 197
    ... UFJ Financial Group, Inc. ("MUFG") holds a 60% voting interest in Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. ("MUMSS"). The Company accounts for its equity method investment in MUMSS within the Institutional Securities business segment. During 2015, 2014 and 2013, the Company recorded...

  • Page 198
    ..., 2015 and December 31, 2014, respectively. Net Intangible Assets. Changes in Carrying Amount of Net Intangible Assets. Institutional Securities Wealth Management Investment Management Total (dollars in millions) Amortizable net intangible assets at December 31, 2013 ...Mortgage servicing rights...

  • Page 199
    ...the purchase of the retail securities joint venture between the Company and Citigroup Inc. ("Citi") (the "Wealth Management JV") in 2013, the deposit sweep agreement between Citi and the Company was terminated. The transfer of deposits previously held by Citi to the Company's depository institutions...

  • Page 200
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 11. Borrowings and Other Secured Financings. Short-Term Borrowings. At December 31, 2015 and December 31, 2014, the Company had $2,173 million and $2,261 million, respectively, of Shortterm borrowings, and the average balance was...

  • Page 201
    ... $551 million at December 31, 2014. Subordinated debt and junior subordinated debentures generally are issued to meet the capital requirements of the Company or its regulated subsidiaries and primarily are U.S. dollar denominated. During 2015, Morgan Stanley Capital Trusts VI and VII redeemed all of...

  • Page 202
    ... residential mortgage whole loan, derivative contracts, 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...

  • Page 203
    ...STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Maturities and Terms of Failed Sales. At December 31, 2015 At December 31, 2014 (dollars in millions) Due in 2015 ...Due in 2016 ...Due in 2017 ...Due in 2018 ...Due in 2019 ...Due in 2020 ...Thereafter ...Total ...For more information...

  • Page 204
    ...same terms and conditions as other investors in certain of these funds that the Company forms primarily for client investment, except that the Company may waive or lower applicable fees and charges for its employees. The Company has contractual capital commitments, guarantees, lending facilities and...

  • Page 205
    ... 460 Non-credit derivative contracts(1) ...1,103,014 760,769 321,557 567,755 2,753,095 Standby letters of credit and other financial guarantees issued(2) ...822 1,361 1,174 5,870 9,227 Market value guarantees ...11 166 224 29 430 Liquidity facilities ...3,079 - - - 3,079 Whole loan sales guarantees...

  • Page 206
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) contracts through a variety of risk mitigation strategies, including, but not limited to, entering into offsetting economic hedge positions. The Company believes that the notional amounts of the derivative contracts generally ...

  • Page 207
    ...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 SPEs, and only the Parent provides a guarantee for the trust preferred securities. The Company has directly guaranteed...

  • Page 208
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) membership, the Company may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the exchange or the clearinghouse. While the rules governing different ...

  • Page 209
    ...-4SL against the Company styled Morgan Stanley Mortgage Loan Trust 2006-14SL, et al. v. Morgan Stanley Mortgage Capital Holdings LLC, as successor in interest to Morgan Stanley Mortgage Capital Inc., pending in the Supreme Court of NY. The complaint asserts claims for breach of contract and alleges...

  • Page 210
    ..., filed a complaint against the Company styled U.S. Bank National Association, solely in its capacity as Trustee of the Morgan Stanley Mortgage Loan Trust 2007-2AX (MSM 2007-2AX) v. Morgan Stanley Mortgage Capital Holdings LLC, as Successor-by-Merger to Morgan Stanley Mortgage Capital Inc. and...

  • Page 211
    ... FINANCIAL STATEMENTS-(Continued) On April 28, 2014, Deutsche Bank National Trust Company, in its capacity as trustee for Morgan Stanley Structured Trust I 2007-1, filed a complaint against the Company styled Deutsche Bank National Trust Company v. Morgan Stanley Mortgage Capital Holdings LLC...

  • Page 212
    ... in other structured financings and managed real estate partnerships in the tables below, the Company accounts for the assets held by the entities primarily in Trading assets and the liabilities of the entities in Other secured financings in its consolidated statements of financial condition. For...

  • Page 213
    ...assets financed on a nonrecourse basis: At December 31, 2015 VIE Assets VIE Liabilities (dollars in millions) At December 31, 2014 VIE Assets VIE Liabilities Mortgage- and asset-backed securitizations ...$ Managed real estate partnerships(1) ...Other structured financings ...Credit-linked notes and...

  • Page 214
    ... and securities held in its Investment securities portfolio (see Note 5): At December 31, 2015 Mortgage- and Asset-Backed Securitizations Collateralized Debt Obligations Municipal Tender Option Bonds Other Structured Financings Other (dollars in millions) VIE assets that the Company does...

  • Page 215
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) At December 31, 2014 Mortgage- and Collateralized Asset-Backed Debt Securitizations Obligations Municipal Tender Other Option Structured Bonds Financings Other (dollars in millions) VIE assets that the Company does not ...

  • Page 216
    ... include securitizations, municipal tender 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...

  • Page 217
    ... trusts are classified as derivatives. The Company consolidates any municipal tender option bond trusts in which it holds the residual interest. Credit Protection Purchased through CLNs. In a CLN transaction, the Company transfers assets (generally high-quality securities or money market investments...

  • Page 218
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (2) debt securities issued by other companies and a derivative contract, the terms of which will relate to the performance of a specific equity security, equity index or other index. These transactions are designed to provide ...

  • Page 219
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (1) (2) Amounts include CLO transactions managed by unrelated third parties. Amounts include assets transferred by unrelated transferors. At December 31, 2015 Level 1 Level 2 Level 3 Total (dollars in millions) Retained interests...

  • Page 220
    ... in Trading assets at fair value, and the Company recognizes the associated liabilities in Other secured financings at fair value in the consolidated statements of financial condition (see Note 11). The assets transferred to unconsolidated VIEs in transactions accounted for as failed sales cannot...

  • Page 221
    ... revenuegenerating activities (e.g., sales and trading) and support and control groups (e.g., information technology and trade processing). In addition, given the evolving regulatory and litigation environment across the financial services industry and the fact that operational risk RWAs incorporate...

  • Page 222
    ... 5.0% Morgan Stanley Private Bank, National Association At December 31, 2015 U.S. Basel III Transitional/ Standardized Approach Amount Ratio Required Capital Ratio(1) At December 31, 2014 U.S. Basel III Transitional/ Basel I + Basel 2.5 Approach Amount Ratio Required Capital Ratio(1) (dollars in...

  • Page 223
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (1) Capital ratios that are required in order to be considered well-capitalized for U.S. regulatory purposes. Under regulatory capital requirements adopted by the U.S. federal banking agencies, U.S. depository institutions, in ...

  • Page 224
    ... stock voting rights to certain employees who hold outstanding RSUs. The assets of the Employee stock trusts are consolidated with those of the Company, and the value of the stock held in the Employee stock trusts is classified in Morgan Stanley shareholders' equity and generally accounted for in...

  • Page 225
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Preferred Stock Outstanding. Carrying Value Shares Outstanding At December 31, 2015 (shares in millions) Liquidation Preference per Share At December 31, 2015 At December 31, 2014 Series (dollars in millions) A ...C(1) ...E ...

  • Page 226
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (5) (6) (7) The 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 the redemption date or (ii) in whole but not in part at any time within 90 ...

  • Page 227
    ... STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) taxable currently. The Company may elect not to hedge its net investments in certain foreign operations due to market conditions or other reasons, including the availability of various currency contracts at acceptable costs. Information...

  • Page 228
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 16. Earnings per Common Share. Calculation of Basic and Diluted EPS. 2015 2014 2013 (in millions, except for per share data) Basic EPS: Income from continuing operations ...Income (loss) from discontinued operations ...Net ...

  • Page 229
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 17. Interest Income and Interest Expense. 2015 2014 (dollars in millions) 2013 Interest Income and Interest Expense. Interest income(1): Trading assets(2) ...Investment securities ...Loans ...Interest bearing deposits with ...

  • Page 230
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The tax benefit related to stock-based compensation expense was $369 million, $404 million and $371 million for 2015, 2014 and 2013, respectively. At December 31, 2015, the Company had $720 million of unrecognized compensation ...

  • Page 231
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Unvested RSU Activity. 2015 Weighted Average Grant Date Fair Value Number of Shares (shares in millions) Unvested RSUs at beginning of period ...Granted ...Vested ...Canceled ...Unvested RSUs at end of period(1) ...(1) 87 $ 34 ...

  • Page 232
    ...fair value per share of this portion was $34.58, $32.81 and $22.85 for 2015, 2014 and 2013, respectively. One-half of the award will be earned based on the Company's total shareholder return, relative to the total shareholder return of the S&P 500 Financial Sectors Index ("Relative TSR"). The number...

  • Page 233
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) On the date of award, the fair value per share of this portion was $38.07, $37.72 and $34.65 for 2015, 2014 and 2013, respectively, estimated using a Monte Carlo simulation and the following assumptions: Grant Year Risk-Free ...

  • Page 234
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 2015 Performance Year Deferred Compensation Awards. In January 2016, the Company granted approximately $0.8 billion of stock-based awards and $1.0 billion of deferred cashbased awards related to the 2015 performance year that ...

  • Page 235
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Components of the Net Periodic Benefit Expense (Income). Pension Plans 2015 2014 2013 Other Postretirement Plans 2015 2014 2013 (dollars in millions) Service cost, benefits earned during the period ...Interest cost on projected ...

  • Page 236
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 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. Benefit Obligations and Funded ...

  • Page 237
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Summary of Funded Status. Pension Plans Other Postretirement Plans At At At At December 31, December 31, December 31, December 31, 2015 2014 2015 2014 (dollars in millions) Amounts recognized in the consolidated statements of ...

  • Page 238
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The discount rates used to determine the benefit obligations for the U.S. pension and the U.S. postretirement plans were selected by the Company, in consultation with its independent actuaries, using a pension discount yield curve...

  • Page 239
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) • Derivatives may be used in the management of the U.S. Qualified Plan's portfolio only when their possible effects can be quantified, shown to enhance the risk-return profile of the portfolio, and reported in a meaningful and ...

  • Page 240
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Fair Value of Net Pension Plan Assets. At December 31, 2015 Level 1 Level 2 Level 3 Total (dollars in millions) Assets: Investments: Cash and cash equivalents(1) ...U.S. government and agency securities: U.S. Treasury securities ...

  • Page 241
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) At December 31, 2014 Level 1 Level 2 Level 3 Total (dollars in millions) Assets: Investments: Cash and cash equivalents(1) ...U.S. government and agency securities: U.S. Treasury securities ...U.S. agency securities ...Total U.S....

  • Page 242
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) There were no transfers between levels during 2015 and 2014. Changes in Level 3 Pension Assets. 2015 2014 (dollars in millions) Balance at beginning of period ...Actual return on plan assets related to assets held at end of ...

  • Page 243
    ... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 20. Income Taxes. Provision for (Benefit from) Income Taxes. Components of Provision for (Benefit from) Income Taxes. 2015 2014 (dollars in millions) 2013 Current: U.S. federal ...U.S. state and local ...Non-U.S.: U.K...Japan ...Hong Kong...

  • Page 244
    ...-in capital, as a result of the legal entity restructuring that included a change in tax status of Morgan Stanley Smith Barney Holdings LLC from a partnership to a corporation; $609 million principally associated with remeasurement of reserves and related interest due to new information regarding...

  • Page 245
    ... Balance. At December 31, 2015 At December 31, 2014 (dollars in millions) Gross deferred tax assets: Tax credits and loss carryforwards ...Employee compensation and benefit plans ...Valuation and liability allowances ...Valuation of inventory, investments and receivables ...Other ...Total...

  • Page 246
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits. Unrecognized Tax Benefits (dollars in millions) Balance at December 31, 2012 ...Increase based on tax positions related to the current period ......

  • Page 247
    ...The Company provides a wide range of financial products and services to its customers in each of the business segments: Institutional Securities, Wealth Management and Investment Management. For a further discussion of the business segments, see Note 1. Revenues and expenses directly associated with...

  • Page 248
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Selected Financial Information. 2015 Institutional Securities Wealth Management Investment Management Intersegment Eliminations Total (dollars in millions) Total non-interest revenues ...Interest income ...Interest expense ......

  • Page 249
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 2014 Institutional Securities(2) Wealth Management Investment Management Intersegment Eliminations Total (dollars in millions) Total non-interest revenues(3)(4) ...Interest income ...Interest expense ...Net interest ...Net ...

  • Page 250
    ... • Institutional Securities: advisory and equity underwriting-client location, debt underwriting-revenue recording location, sales and trading-trading desk location. • Wealth Management: Wealth Management representatives operate in the Americas. • Investment Management: client location, except...

  • Page 251
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 22. Parent Company. Parent Company Only Condensed Statements of Income and Comprehensive Income (dollars in millions) 2015 2014 2013 Revenues: Dividends from non-bank subsidiaries ...Trading ...Investments ...Other ...Total non-...

  • Page 252
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Parent Company Only Condensed Statements of Financial Condition (dollars in millions, except share data) December 31, 2015 Assets Cash and due from banks ...Deposits with banking subsidiaries ...Interest bearing deposits with ...

  • Page 253
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Parent Company Only Condensed Statements of Cash Flows (dollars in millions) 2015 CASH FLOWS FROM OPERATING ACTIVITIES Net income ...Adjustments to reconcile net income to net cash provided by (used for) operating activities: ...

  • Page 254
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Transactions with Subsidiaries. The Parent Company has transactions with its consolidated subsidiaries determined on an agreed-upon basis and has guaranteed certain unsecured lines of credit and contractual obligations on certain ...

  • Page 255
    MORGAN STANLEY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 23. Quarterly Results (Unaudited). 2015 Quarter First(1) Second Third Fourth(2) First 2014 Quarter Second(3) Third(4) Fourth(5) (dollars in millions, except per share data) Total non-interest revenues ...$ 9,311 $ 9,045 $ 7,005...

  • Page 256
    ... Justice, Civil Division (the "Civil Division"), the New York Attorney General ("NYAG"), and the Illinois Attorney General ("ILAG"). The Company's agreement in principle to settle with the Department of Justice for $2,600 million was reached on February 25, 2015 and was disclosed in the 2014 Form 10...

  • Page 257
    ... Income 2015 Average Daily Balance Average Rate Interest (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 258
    ... Income 2014 Average Weekly Balance Average Rate Interest (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 259
    ... Income 2013 Average Weekly Balance Average Rate Interest (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 260
    ...2015 versus 2014 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...

  • Page 261
    ...2014 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...

  • Page 262
    ...unavailable, month-end balances were used. The Company's deposits were primarily held in U.S. offices. Ratios. 2015 2014 2013 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...

  • Page 263
    ...are based upon the Federal Financial Institutions Examination Council's ("FFIEC") regulatory guidelines for reporting cross-border risk. Claims include cash, customer and other receivables, securities purchased under agreements to resell, securities borrowed and cash trading instruments, but exclude...

  • Page 264
    FINANCIAL DATA SUPPLEMENT (Unaudited)-(Continued) At December 31, 2013 Non-banking Financial Institutions (dollars in millions) Country Banks...748 For cross-border exposure including derivative contracts that exceeds 0.75% but does not exceed 1% of the Company's consolidated assets, South Korea, ...

  • Page 265
    ... (2013). Based on management's assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2015. The Company's independent registered public accounting firm has audited and issued a report on the Company...

  • Page 266
    ... over financial reporting of Morgan Stanley and subsidiaries (the "Company") as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible...

  • Page 267
    ... reporting (as such term is defined in Exchange Act Rule 13a15(f)) occurred during the quarter ended December 31, 2015 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 268
    ... New York Stock Exchange, on our internet site. Item 11. Executive Compensation. Information relating to director and executive officer compensation in Morgan Stanley's Proxy Statement is incorporated by reference herein. Item 12. Security Ownership of Certain Beneficial Owners and Management...

  • Page 269
    ...15. Exhibits, Financial Statement Schedules. Documents filed as part of this report. • The consolidated financial statements required to be filed in this Annual Report on Form 10-K are included in Part II, Item 8 hereof. • An exhibit index has been filed as part of this report beginning on page...

  • Page 270
    ... Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 23, 2016. MORGAN STANLEY (REGISTRANT) By: /s/ JAMES P. GORMAN (James P. Gorman) Chairman of the Board and Chief Executive Officer POWER...

  • Page 271
    ... (Jami Miscik) /S/ DONALD T. NICOLAISEN (Donald T. Nicolaisen) HUTHAM S. OLAYAN (Hutham S. Olayan) Director Director /S/ Director /S/ JAMES W. OWENS (James W. Owens) /S/ RYOSUKE TAMAKOSHI (Ryosuke Tamakoshi) PERRY M. TRAQUINA (Perry M. Traquina) Director Director /S/ Director /S/ LAURA...

  • Page 272
    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM 10-K For the year ended December 31, 2015 Commission File No. 1-11758

  • Page 273
    ... reference to such statements or reports. Morgan Stanley's Exchange Act file number is 1-11758. The Exchange Act file number of Morgan Stanley Group Inc., a predecessor company ("MSG"), was 1-9085.1 Exhibit No. Description 2.1 Integration and Investment Agreement dated as of March 30, 2010 by and...

  • Page 274
    ... Morgan Stanley's Registration Statement on Form 8-A dated December 9, 2013). Depositary Receipt for Depositary Shares, representing Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F (included in Exhibit 4.15 hereto). Form of Deposit Agreement among Morgan Stanley, The Bank of New York...

  • Page 275
    ... for Depositary Shares, representing Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J (included in Exhibit 4.23 hereto). Amended and Restated 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...

  • Page 276
    ... 30, 2007). Form of Management Committee Equity Award Certificate for Discretionary Retention Award of Stock Units and Stock Options (Exhibit 10.30 to Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended November 30, 2006). Form of Deferred Compensation Agreement under the Pre-Tax...

  • Page 277
    ... Morgan Stanley's Annual Report on Form 10K 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 278
    ... of Cash Flows-Twelve Months Ended December 31, 2015, December 31, 2014 and December 31, 2013, and (vi) Notes to Consolidated Financial Statements. * ** †Filed herewith. Furnished herewith. Management contract or compensatory plan or arrangement required to be filed as an exhibit to this...