UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file number 033-63026
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Morgan Stanley 401(k) Plan
c/o Morgan Stanley Benefits Department
1585 Broadway
Nineteenth Floor
New York, NY 10036
B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:
MORGAN STANLEY
1585 Broadway
New York, NY 10036
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | Morgan Stanley 401(k) Plan (Name of Plan) | |
| | | | | | |
| Date: | June 27, 2014 | | By: | /s/ Patricia Gould | |
| | | | | (Signature) | |
| | | | | Name: | Patricia Gould | |
| | | | | Title: | Morgan Stanley Global Head of Compensation and Benefits | |
Morgan Stanley
401(k) Plan
Employer ID No: 20-8764829
Plan Number: 003
Financial Statements as of December 31, 2013 and
2012, and for the Year Ended December 31, 2013,
and Supplemental Schedule as of December 31,
2013, and Reports of Independent Registered Public Accounting Firms
MORGAN STANLEY 401(k) PLAN
| | Page |
| | |
| REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS | 1–2 |
| | |
| FINANCIAL STATEMENTS: | |
| | |
| Statements of Net Assets Available for Benefits as of December 31, 2013 and 2012 | 3 |
| | |
| Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2013 | 4 |
| | |
Notes to Financial Statements as of December 31, 2013 and 2012, and for the Year Ended December 31, 2013 | 5–19 |
| | |
| SUPPLEMENTAL SCHEDULE — | |
| | |
Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2013 | 20–38 |
| NOTE: | All other schedules required by section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, have been omitted because they are not applicable. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Participants and Administrator of the
Morgan Stanley 401(k) Plan
New York, New York
We have audited the accompanying statement of net assets available for benefits of the Morgan Stanley 401(k) Plan (Plan) as of December 31, 2013, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013, and the changes in net assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2013 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2013 financial statements taken as a whole.
| | /s/ Crowe Horwath LLP |
| | |
| | Crowe Horwath LLP |
New York, New York
June 27, 2014
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Participants and Administrator of the
Morgan Stanley 401(k) Plan:
We have audited the accompanying Statement of Net Assets Available for Benefits of Morgan Stanley 401(k) Plan (the “Plan”) as of December 31, 2012. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statement presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
New York, NY
June 28, 2013 (June 27, 2014 as to the effects of the restatement discussed in Note 2)
MORGAN STANLEY 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2013 AND 2012
| ASSETS: | | 2013 | | | 2012 | |
| Participant-directed investments | | $ | 7,128,480,923 | | | $ | 5,540,745,975 | |
| | | | | | | | | |
| Receivables: | | | | | | | | |
| Employer contributions | | | 240,086,284 | | | | 241,415,142 | |
| Notes receivable from participants | | | 87,417,179 | | | | 73,169,879 | |
| Receivables for securities sold, and other | | | 24,175,157 | | | | 92,773,313 | |
| Total Receivables | | | 351,678,620 | | | | 407,358,334 | |
| Total Assets | | | 7,480,159,543 | | | | 5,948,104,309 | |
| | | | | | | | | |
| LIABILITIES: | | | | | | | | |
| Participant-directed derivative investments | | | 1,288,403 | | | | - | |
| Payables for securities purchased, and other | | | 56,600,467 | | | | 136,821,827 | |
| Total Liabilities | | | 57,888,870 | | | | 136,821,827 | |
| | | | | | | | | |
| NET ASSETS AVAILABLE FOR BENEFITS | | $ | 7,422,270,673 | | | $ | 5,811,282,482 | |
See notes to the financial statements.
MORGAN STANLEY 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2013
| ADDITIONS: | | | |
| Net investment income: | | | |
| Net appreciation in fair value investments | | $ | 1,432,617,504 | |
| Dividends | | | 35,486,334 | |
| Interest | | | 19,140,135 | |
| Net investment income | | | 1,487,243,973 | |
| | | | | |
| Contributions: | | | | |
| Employer contributions | | | 240,086,284 | |
| Participant contributions | | | 406,303,923 | |
| Rollover contributions | | | 36,901,699 | |
| Total contributions | | | 683,291,906 | |
| | | | | |
| Interest income on notes receivable from participants | | | 3,359,412 | |
| Total additions | | | 2,173,895,291 | |
| | | | | |
| DEDUCTIONS: | | | | |
| Benefits paid to participants | | | 558,213,558 | |
| Administrative fees | | | 4,693,542 | |
| Total deductions | | | 562,907,100 | |
| | | | | |
| INCREASE IN ASSETS AVAILABLE FOR BENEFITS | | | 1,610,988,191 | |
| | | | | |
| NET ASSETS AVAILABLE FOR BENEFITS | | | | |
| Beginning of year | | | 5,811,282,482 | |
| End of year | | $ | 7,422,270,673 | |
See notes to the financial statements.
MORGAN STANLEY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2013 AND 2012, AND FOR THE YEAR ENDED DECEMBER 31, 2013
| 1. | DESCRIPTION OF THE PLAN |
The following summary of the Morgan Stanley 401(k) Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information. Terms used in this description have the same meaning as in the Plan document. On December 17, 2012, Morgan Stanley Domestic Holdings, Inc., the Plan’s sponsor (the “Plan Sponsor”), approved the merger of the Morgan Stanley 401(k) Savings Plan (the “Savings Plan”) into the Plan. Effective at the close of business on December 31, 2012, the Savings Plan’s assets were merged into the Plan (the “Merger”), and participants in the Savings Plan became participants in the Plan.
General — The Plan is a profit-sharing plan that includes a “qualified cash or deferred arrangement” as described in Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan’s interest in the Morgan Stanley Stock Fund is designated as an employee stock ownership plan within the meaning of Code section 4975(e)(7) to the extent provided in the Plan.
Morgan Stanley & Co. LLC is a limited liability company whose sole member is the Plan Sponsor - a corporation wholly owned by Morgan Stanley Capital Management, LLC, a limited liability company whose sole member is Morgan Stanley (the “Company”). Morgan Stanley’s Chief Human Resources Officer or his or her delegate (“the Plan Administrator”) has the authority to control and manage the operation and administration of the Plan, make rules and regulations and take actions to administer the Plan.
All of the Plan’s investments are held in a trust account (“trust account”) at The Northern Trust Company, N.A. (the “Trustee”).
Eligibility — U.S. benefits-eligible employees, generally defined as full-time and part-time employees (regularly scheduled to work at least 50% of the Company’s standard work week) of participating companies are eligible to participate in the Plan upon hire. Part-time employees regularly scheduled to work less than 50% of the Company’s standard work week are eligible to participate after completing one year of service and attaining age 21.
Eligible participants who terminate employment and are later rehired by a participating company may participate in the Plan immediately upon rehire. Individuals who are (a) classified by a participating company as non-U.S. benefits-eligible workers, interns, summer associates, contingent workers, leased workers, independent contractors or consultants, regardless of whether or not such classification is subsequently upheld for any purpose by a court or federal, state or local administrative authority; (b) covered by a collective bargaining agreement with respect to which a participating company is a party, unless such agreement provides for participation in the Plan; or (c) first hired or transferred to a participating company while in an hourly status on or after July 1, 2004, are not eligible to participate in the Plan.
Employee Contributions — Eligible participants may elect to contribute before-tax or Roth after-tax contributions of 1% to 30% of eligible pay subject to Code limits ($17,500 for 2013). Those participants who have attained at least age 50 by the end of the year may elect an additional before-tax or Roth after-tax “Catch-Up Contribution” of 1% to 30% of eligible pay, subject to Code limits ($5,500 for 2013).
Eligible participants may also elect to contribute non-Roth after-tax contributions of 1% to 30% of eligible earnings. Participants eligible to make non-Roth after-tax contributions include eligible employees considered to be non-highly compensated employees (for 2013, employees who earned less than $254,008 during 2012). Participants may also contribute amounts representing eligible rollover distributions from other qualified retirement plans, other than other qualified plans sponsored by the Company and its affiliates. All contributions are subject to certain Code limitations.
Puerto Rico residents cannot make or receive contributions under the Plan.
Company Contributions — In addition to the eligibility requirements for each type of Company Contribution described below, to be eligible for Company Contributions for any given Plan Year, a participant must be actively at work or on an authorized leave of absence on December 31 or, during the year, have terminated employment because of retirement or Release, become totally and permanently disabled or died. Company Contributions are generally credited to participant accounts during the first quarter of the year following the calendar year for which the contribution amounts are determined.
Company Match: The Plan-provided Company Match formula for 2013 was one dollar for each dollar of before-tax or Roth after-tax contributions eligible participants contributed to the Plan up to a maximum of 4% of eligible pay up to the Code limit of $255,000. The maximum Company Match for 2013 was limited to $10,200.
The 2013 Company Match contributions were invested according to each participant’s investment elections on file or in a default fund or funds, as selected by the Plan Administrator. The 2013 Company Match was $193,866,526, of which $5,668,918 was covered by forfeitures held by the trust account. The cash contribution was recorded as employer contributions receivable as of December 31, 2013 and paid by the Company to the Plan in January 2014. The 2012 Company Match of $114,340,642 was made in cash of which $2,137,641 was covered by forfeitures held by the trust account. The cash contribution was recorded as employer contributions receivable as of December 31, 2012 and paid by the Company to the Plan in January 2013.
Company Match Make-up Contribution: A 2012 Company Match Make-Up Contribution, for eligible employees who transferred from Citigroup to Morgan Stanley in connection with the formation or operation of MSSB, was determined by calculating what the Citigroup company match would have been if the participant had remained in the Citigroup 401(k) Plan for the full year minus the actual 2012 company match amounts paid in the Citigroup 401(k) Plan and the Plan combined. As a result of the Savings Plan’s merger into the Plan, a cash contribution was paid by the Company to the Plan in May 2013 and recorded as employer contributions receivable by the Plan as of December 31, 2012.
Fixed Contribution: Eligible employees with annualized base pay and eligible pay for the year of $100,000 or less; who are not employed as Financial Advisors, Producing Assistant Branch Managers, Producing Branch Managers, or Producing Sales Managers (or equivalent title), Advisory Directors or Senior Advisors (or equivalent title) as of December 31 and not a Saxon employee of Morgan Stanley’s U.S. Residential Mortgage Business receive a Fixed Contribution of 2% of eligible pay regardless of whether they contribute to the Plan or receive a Company Match. The 2013 Fixed Contribution of $19,776,623 was recorded as employer contributions receivable as of December 31, 2013 and paid in cash by the Company in January 2014. The 2012 Fixed Contribution of $9,911,625 was recorded as
employer contributions receivable as of December 31, 2012 and paid in cash by the Company in January 2013.
Citi Pension Transition Contributions: To be eligible for Citi Pension Transition Contributions, employees who transferred to the wealth management joint venture must have been notified by Citigroup that their prior plan benefit opportunity qualified them for transition contributions under the Citigroup 401(k) Plan and they must have been at least age 45 with five or more years of service, including prior Citigroup service, as of December 31, 2010. Citi Pension Transition Contributions may be available for up to 10 Plan Years, beginning with the 2011 Plan year, as determined by the Plan Sponsor.
The Citi Pension Transition Contributions are based on the one-time calculation Citigroup performed to determine the percentage of annual eligible pay for the annual transition contributions under the Citigroup 401(k) Plan. The 2013 Citi Pension Transition Contribution of $2,864,273 was recorded as employer contributions receivable as of December 31, 2013 and paid in cash by the Company in January 2014. The 2012 Citi Pension Transition Contribution was recorded as employer contributions receivable as of December 31, 2012 and paid in cash by the Company in January 2013.
Morgan Stanley Transition Contribution: Eligible employees are those who earned a Morgan Stanley pension benefit or received a 401(k) Plan Retirement Contribution during 2010 and at December 31, 2010 were employed by a participating company and at least age 45 with five or more years of service. Eligible employees receive a Morgan Stanley Transition Contribution regardless of whether or not they contribute to the Plan. Morgan Stanley Transition Contributions may be available under the Plan for up to 10 Plan Years as determined by the Plan Sponsor, beginning with the 2011 Plan Year.
The Morgan Stanley Transition Contribution is based on a formula generally intended to provide 80% of (1) minus (2):
| | 1. | Under the Plan provisions in effect in 2010: |
The estimated value of the benefit the employee would have earned under the Pension Plan (or what the employee would have received as a Retirement Contribution in the Plan), plus
The Company Match the employee would have received had the employee contributed 6% of eligible pay to the Plan (regardless of how much the employee actually contributed).
| | 2. | Under the Plan provisions in effect during the applicable Plan year: |
The maximum Company Match available under the Plan (regardless of how much the employee actually contributed), plus
The employee’s Fixed Contribution for the Plan year, if applicable.
The 2013 Morgan Stanley Transition Contribution of $29,247,780 was recorded as employer contributions receivable as of December 31, 2013 and paid in cash by the Company in January 2014. The 2012 Morgan Stanley Transition Contribution of $29,916,774 was recorded as employer contributions receivable as of December 31, 2012 and paid in cash by the Company in January 2013.
As a result of the Savings Plan merger into the Plan, the 2012 Savings Plan Company Contribution of $89,383,742 was recorded by the Plan as employer contributions receivable as of December 31, 2012 and paid in cash by the Company to the Plan in January 2013.
Participant Accounts — Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions, allocations of the Company contributions and Plan earnings, and charged with an allocation of Plan losses and administrative expenses not otherwise paid by the Plan Sponsor. The benefit to which a participant is entitled is the benefit that can be provided from the participant���s vested account.
Investments — Participants direct the investment of their contributions into various investment options offered by the Plan, which are subject to change from time to time. As of December 31, 2013, the Plan offered 12 mutual funds, 16 commingled or collective trust funds, one employer stock fund, and six separately managed accounts.
The Plan is intended to meet the requirements of Section 404(c) of ERISA, with the result that participants, and no other fiduciaries, are responsible for the investment of their Plan accounts.
Employer Stock Provisions – The Morgan Stanley Stock Fund is invested in “employer securities” (as defined in the Code) and is designated an employee stock ownership plan to the extent provided in the Plan, and subject to additional plan provisions, including the ability of eligible participants to elect to receive current cash dividend distributions relating to the Morgan Stanley Stock Fund. Certain employees were not eligible to elect current cash dividend distributions relating to the Morgan Stanley Stock Fund prior to June 28, 2013.
Voting and Tender Rights —Each participant may direct a vote on shares of Company common stock in the Morgan Stanley Stock Fund that are allocated to his or her Plan account. Each participant is notified by the Trustee prior to the time that voting rights are to be exercised. Unvoted shares, including shares held in the Plan’s forfeiture account, are voted in the same proportion as the total actual votes cast for or against the matter under consideration. Similar rules apply to tender or other similar rights appurtenant to Company common stock, except that shares for which no tender direction is given by the participant will not be tendered. If there is a tender for less than all shares or if there are more tender directions than can be satisfied, participant shares are tendered on a pro rata basis.
Vesting — Participants are vested immediately in their contributions plus earnings thereon. Participants newly hired on or after January 1, 2004, are vested in any Company contributions upon the earlier of: (i) completion of three years of service, or (ii) termination of employment due to death, Retirement, Release or Total and Permanent Disability, each as defined by the Plan. There is no partial vesting.
Other— Certain reservists and persons who provide military service are entitled to additional rights under the Plan. Additional rules apply in the event that the Plan becomes top-heavy as described in the Code.
Forfeitures — Forfeitures are used to reduce the year-end Company contributions or pay appropriate Plan expenses.
Notes Receivable from Participants — Generally, participants may borrow up to the lesser of $50,000 or 50% of their vested Plan account. The loan is secured by the balance in the participant’s account and bears interest at a rate determined by the Plan Administrator. Fixed and Transition Contributions are not eligible for loans. Each loan processed incurs a $75 administrative fee. Generally, principal and interest are paid ratably through payroll deductions back to the individual participant’s account. Participants may only have one outstanding loan at a time. Loans become due on termination of employment, except in the case of Release, in which case participants may continue repayments for up to 12 months.
Domestic Relations Orders — Generally, participants who submit a domestic relations order for qualification incur a $750 qualification fee which is paid in equal shares from the participant’s and alternate payee’s accounts.
Payment of Benefits — Participants may elect to receive all or a portion of their vested account balance following termination of employment.
Participants may withdraw any vested amount allocated to their accounts while in service after attaining age 59-1/2. In the event of a hardship (as defined in the Plan), participants regardless of age may withdraw their vested employee and Company contributions to the extent permitted by the Plan. Voluntary employee contributions made before 1984 and after-tax employee contributions made after 1983 also may be withdrawn in service without regard to the participant’s age, subject to Plan terms. Payments are made in cash and/or in-kind in shares of Morgan Stanley stock at the direction of the participant. Non-hardship withdrawals are limited to eight per year.
A participant may elect to receive his or her vested interest in the Morgan Stanley Stock Fund in kind. Shares are recorded electronically in book entry form on the records of the Company’s transfer agent, Computershare, via its Direct Registration System (“DRS”) service.
Plan Termination — Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In such event, participants become fully vested in any Company contributions to the extent required by the Code.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting — The Plan’s financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates — The preparation of financial statements requires Plan management to make estimates and assumptions regarding the valuation of certain financial instruments that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from the estimates and assumptions used.
Administrative Expenses — Administrative expenses of the Plan are paid by the Plan, unless paid by the Plan Sponsor, as provided in the Plan document. The Plan Sponsor is under no obligation to pay the Plan’s administrative expenses. The Plan incurred expenses of $4,693,542 during 2013 including $1,011,661 accrued and reported as payable at December 31, 2013 for 2013 administrative fees paid in 2014.
Payment of Benefits — Benefit payments to participants are recorded upon distribution. All amounts allocated to participants who elected to withdraw from the Plan during the years ended December 31, 2013 and 2012 were paid prior to the respective year end.
Risks and Uncertainties — The Plan utilizes various investment options, including derivative instruments. Investments, in general, are exposed to various risks, such as interest rate, market liquidity and credit risks, as well as overall market volatility. Due to the level of risk associated with certain investments and the sensitivity of certain fair value estimates to changes in valuation assumptions, it is reasonably possible that changes in value of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the financial statements.
Investment Valuation and Income Recognition — Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. The cost of Plan investments is based on the average cost method for individual securities. Dividends are recorded on the ex-dividend date. Realized and unrealized gains and losses on the investments are reflected in Net investment income—Net appreciation in fair value investments, and include the Plan’s gains and losses on investments bought and sold as well as held during the year. Management fees and operating expenses charged to each of the investment options under the Plan are deducted from income earned and are not separately reflected on the statement of changes in net assets available for benefits. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
The Plan’s investments and derivative instruments are measured at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. (See Note 7.)
In determining fair value, the Plan uses various valuation approaches and establishes a hierarchy for inputs used in measuring fair value that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability that were developed based on market data obtained from sources independent of the Plan. Unobservable inputs are inputs that reflect the Plan’s assumptions about the assumptions other market participants would use in pricing the asset or liability that were developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows:
Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the product. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Plan in determining fair value is greatest for instruments categorized in Level 3 of the fair value hierarchy.
The Plan considers prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3 of the fair value hierarchy. In addition, a downturn in market conditions could lead to declines in the valuation of many instruments.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level of the fair value hierarchy within which the
fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Notes Receivable from Participants — Notes receivable from participants are measured at their unpaid principal balance. Interest is repaid monthly and any delinquent interest payments as of December 31, 2013 and 2012 were immaterial. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
Revision of Fair Value Disclosure — Prior to the Merger, the sole investment of each of the Plan and the Savings Plan were their respective interests in a Master Trust, and the fair value disclosures in Note 7 reflected The Master Trust’s interests in separately managed accounts as single investments in a fund. Concurrent with the Merger, the underlying holdings, including several separately managed accounts, became direct investments of the Plan. In connection with the preparation of the 2013 financial statements, the Plan determined to present the fair value disclosures based upon the underlying holdings of the separately managed accounts. The 2012 fair value disclosure table has been revised to correct the presentation and conform it to the current year. As a result, the Plan’s level 1 assets increased and level 2 assets decreased by approximately $1.5 billion, respectively and the previously reported investment total in the disclosure table of $5,496,697,461 was revised to $5,540,745,975.
The Plan’s individual investments at fair value that represented 5% or more of the Plan’s net assets available for benefits as of December 31, 2013 and 2012 are as follows:
| | | 2013 | | | 2012 | |
| Morgan Stanley Common Stock | | $ | 1,528,493,017 | | | $ | 1,019,934,795 | |
| BlackRock Liquidity FedFund | | | 636,525,839 | | | | 596,179,889 | |
| Mellon S&P 500 Index | | | 572,266,048 | | | | 389,733,002 | |
| MSIF Inc. Growth | | | 554,127,823 | | | | 361,438,819 | |
| MSIF Inc. Emerging Markets | | | - | * | | | 330,260,603 | |
* Under 5% as of December 31, 2013
The Plan’s investments appreciated (depreciated) in value during 2013 as follows:
| Registered Investment Companies | | $ | 398,391,960 | |
| Equity investments | | | 773,022,778 | |
| U.S. government securities | | | (21,232,158 | ) |
| Fixed income investments | | | (4,790,765 | ) |
| Shorts/Swaps/Options/Futures | | | 1,671,114 | |
| Other | | | (17,844,139 | ) |
| Collective Trusts | | | 303,398,714 | |
| Net appreciation in fair value investments | | $ | 1,432,617,504 | |
| 4. | DERIVATIVE INSTRUMENTS AND COMMITMENTS TO PURCHASE AND REVERSE REPURCHASE AGREEMENTS |
Derivative instruments are permitted in the Plan’s portfolio only to the extent that they comply with all of the Plan’s policy guidelines, and are consistent with the Plan’s risk and return objectives. In addition, derivative instruments may be used only if they are deemed to be more attractive than a similar direct investment in the underlying cash market, or if the investment vehicle is being used to manage the risk of the portfolio. Any use of derivative instruments may not result in exposure of the Plan to investment sectors that are otherwise prohibited under the investment guidelines.
The investment guidelines established with each separate account manager for the Plan set forth the guidelines for the commitments that an investment manager may make with respect to derivative instruments. This investment policy does not apply to unleveraged securitized pools of assets or instruments with structured payment characteristics. Within the scope of the investment guidelines, the Plan may be invested in futures, options, swaps and forward foreign currency contracts.
Market risk arises from adverse changes in the fair value of these contracts.
Futures and Options — The trust held certain futures contracts on Eurodollars at December 31, 2013 and 2012 within the underlying investments of the PIMCO Real Return and PIMCO Core Fixed Income
separately managed accounts. Both written and purchase options were used in the underlying investments. When the investment manager purchases or writes an option, an amount equal to the premium paid or received by the Plan is recorded as an asset or liability and is subsequently adjusted to the current market value of the option purchased or written. The fair value of these investments as of December 31, 2013 and 2012 was immaterial and the changes in fair value are accounted for as part of net appreciation in fair value of investments in the statement of changes in net assets available for benefits.
Swaps — Under the investment managers’ standard International Swap and Derivatives Association agreements, counterparty risk is limited by provisions which allow for the mutual exchange of collateral should a swap’s market value exceed $250,000. Further, the investment managers are instructed to restrict trading to only those counterparties with the largest capitalization and highest credit ratings in the industry. Investment manager policy is to execute swaps only with counterparties whose credit rating is A-/A3 or better, unless otherwise approved by the Plan. As of December 31, 2013 and 2012, the investment assets held by the Plan included positions in several interest rate swaps where fixed rates were paid to counterparties in exchange for floating rates. These assets were held within the underlying investments of the MSIM Emerging Market Debt SA, PIMCO Core Fixed Income and PIMCO Real Return separately managed accounts as of December 31, 2013 and the PIMCO Core Fixed Income and PIMCO Real Return separately managed accounts as of December 31, 2012. The Plan also had several positions in inflation swaps as of December 31, 2013 and 2012 within the underlying investments of the PIMCO Real Return separately managed account. The fair value of these investments as of December 31, 2013 and 2012 was immaterial and the changes in fair value are accounted for as part of net appreciation in fair value of investments in the statement of changes in net assets available for benefits.
Forward Foreign Currency Contracts — The Plan may enter into forward foreign currency contracts in order to hedge certain foreign currency denominated investments. Forward foreign currency commitments are generally entered into with counterparties of high credit quality; therefore, the risk of nonperformance by the counterparties is considered negligible. Additionally, the Plan’s investment guidelines require that the forward foreign currency contracts be restricted in their application and used for economic hedging purposes. The Plan had positions in forward foreign currency contracts in the PIMCO Real Return and MSIM Emerging Market Debt SA separately managed accounts as of December 31, 2013 and 2012. The fair value of these investments as of December 31, 2013 and 2012 was immaterial and the changes in fair value are accounted for as part of net appreciation in fair value of investments in the statement of changes in net assets available for benefits.
Investments sold but not yet purchased (commitment to purchase agreements) and securities purchased under agreements to resell (reverse repurchase agreements) — The investment manager, PIMCO, entered into several commitments to purchase and reverse repurchase agreements. The fair value of these investments as of December 31, 2013 and 2012 was immaterial and the changes in fair value are accounted for as part of net appreciation in fair value of investments in the statement of changes in net assets available for benefits.
| 5. | EXEMPT PARTY-IN-INTEREST TRANSACTIONS |
As of December 31, 2013 and 2012, there were 35 investment options available in the Plan, seven of which were managed by Morgan Stanley Investment Management, 27 of which are managed by third parties and one of which is an employer stock fund (the Morgan Stanley Stock Fund). Total party-in-interest investment options amounted to $3,331,507,436 and $2,458,671,527 as of December 31, 2013 and 2012, respectively and accounted for $971,887,908 in net appreciation during the year ended December 31, 2013. All party-in-interest investment options are in the Morgan Stanley Stock Fund,
Northern Trust Short-Term Investment Fund and the funds managed by Morgan Stanley Investment Management, an affiliate of the Plan Sponsor.
As of December 31, 2013 and 2012, the Plan held 48,740,211 shares and 53,343,870 shares, respectively, of Morgan Stanley common stock with a fair value of $1,528,493,017 and $1,019,934,795, respectively. The Plan had dividend income of $10,306,188 on Morgan Stanley common stock for the year ended December 31, 2013. Eligible participants have the opportunity to elect to receive current cash payment of the dividends paid on the Morgan Stanley Stock Fund held within the Plan to the extent provided in the Plan.
Certain officers and employees of the Plan Sponsor (who may also be participants in the Plan) perform administrative services related to the operation, record keeping and financial reporting of the Plan. The Plan Sponsor pays these salaries and other administrative expenses on behalf of the Plan. Certain fees, including fees for the investment management services, to the extent not paid by the Plan Sponsor, are paid by the Plan. All direct and indirect fees paid by the Plan are considered party-in-interest transactions.
As of December 31, 2013 and 2012, the Plan held notes receivable from participants for participant loans of $87,417,179 and $73,169,879, respectively, which are considered party-in-interest transactions.
| 6. | FEDERAL INCOME TAX STATUS |
The Internal Revenue Service (the “IRS”) has determined and informed the Plan Sponsor by a letter dated May 13, 2009, that the Plan and its related trust were designed in accordance with the applicable provisions of the Code. The Plan has been amended since receiving this letter, however, the Plan Sponsor and the Plan Administrator believe the Plan is currently designed and operated in compliance with the applicable requirements of the Code. The IRS has determined and informed the Plan Sponsor by a letter dated February 21, 2014, that the Plan and its related trust were designed in accordance with the applicable provisions of the Code.
The Plan Sponsor has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013, there are no uncertain tax positions taken by the Plan that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits of the Plan for any tax periods in progress. The Plan Sponsor believes it is no longer subject to income tax examinations for years prior to 2010.
| 7. | FAIR VALUE MEASUREMENTS |
The following description of the valuation methods and assumptions used by the Plan to determine the fair values of investments apply to investments held directly by the Plan.
Registered Investment Companies (“RIC’s”) – Mutual funds are registered with the Securities and Exchange Commission and are intended to meet the requirements of the Investment Company Act of 1940 with respect to income distribution, fee structure, and diversification of assets. Mutual funds are generally marked to quoted prices or net asset value (“NAV”) and are categorized in Level 1 of the fair value hierarchy if based upon prices which are observable in an active market. The PIMCO Foreign Bond (Unhedged) fund requires the Trustee to calculate the fair value since the fund has a daily interest rate factor that pays a monthly dividend and therefore the fund is categorized as Level 2 of the fair value hierarchy. With the exception of the BlackRock Liquidity Funds - FedFund Institutional Portfolio investment option which has no restrictions on sales, the Plan prohibits the sale of these investment options within 30 days of a purchase into that investment option.
Separately Managed Accounts – The Plan holds investments in the Morgan Stanley Stock Fund (“the Fund”) holding Morgan Stanley common stock and containing a short-term investment fund to facilitate participant transactions in and out of the Fund. There were no unfunded commitments and no restricted redemption notice periods. The Company has specific rules that govern employee transactions in Morgan Stanley stock. Employees may transact in Morgan Stanley stock (including the Fund) only during a window period. Shorter window periods apply to those employees deemed Access Persons (as defined in the Company’s employee trading policy) by the Company. Access Persons are prohibited from selling the Fund within six months of a purchase during 2013 and 2012.
The remaining separately managed accounts (“Separate Accounts”) are professionally managed portfolios of securities that use pooled money to buy investments owned by the trust account for the benefit of participants. The participants share in the appreciation and depreciation in proportion to their contribution to the account. Separate Accounts are administered and supervised by investment managers who decide how to invest funds contributed by investors. As of December 31, 2013 and 2012, the Plan’s Separate Accounts consisted of the MSIM Emerging Markets Debt SA Fund, the Systematic Mid Cap Value Fund, the Shenkman Capital High Yield Bond Fund, the T. Rowe Price U.S. Large-Cap Value Fund, the PIMCO Core Fixed Income Fund and the PIMCO Real Return Fund. The Trustee is responsible for determining the Separate Accounts’ fair value. Terms of the agreements with the investment managers (“Investment Management Agreements”) for the Separate Accounts permit the termination of the agreement and the distribution of the Separate Accounts’ securities at fair value. There were no unfunded commitments and no restricted redemption notice periods. The Plan prohibits the sale of these investment options within 30 days of a purchase into that investment option.
A description of the valuation methods and assumptions applied to the major categories of the Fund and the Separate Accounts measured at fair value are as follows:
Corporate equities
Corporate equities, including Morgan Stanley common stock, are exchange-traded equity securities that are generally valued based on quoted prices from a nationally recognized exchange. Valuation adjustments are not applied and accordingly they are categorized in Level 1 of the fair value hierarchy.
Cash and cash equivalents
Cash and cash equivalents are valued at cost, which approximates fair value and are categorized in Level 1 of the fair value hierarchy.
U.S. government securities
U.S. government securities are composed of two main categories consisting of agency-issued debt and agency mortgage pass-through pooled securities. Callable agency-issued debt securities are valued by benchmarking model-derived prices to quoted market prices and trade data for identical or comparable securities. The fair value of agency mortgage pass-through pooled securities is model driven based on spreads of the comparable To Be Announced (“TBA”) security. Callable agency-issued debt securities and agency mortgage pass-through pooled securities are generally categorized in Level 2 of the fair value hierarchy.
Municipal government obligations
Municipal government obligations are valued using recently executed transactions, market price quotations and pricing models that factor in, where applicable, interest rates, bond or credit default swap spreads and volatility. These bonds are generally categorized in Level 2 of the fair value hierarchy.
Foreign sovereign government obligations
Foreign sovereign government obligations are valued using quoted prices in active markets when available. Bonds for which the fair value is determined based on a valuation model are categorized in Level 2 of the fair value hierarchy.
Corporate debt instruments
Corporate debt instruments are composed of corporate bonds and asset-backed securities.
The fair value of corporate bonds is determined using recently executed transactions, market price quotations (where observable), bond spreads or credit default swap spreads obtained from independent external parties such as vendors and brokers adjusted for any basis difference between cash and derivative instruments. The spread data used are for the same maturity as the bond. If the spread data do not reference the issuer, then data that reference a comparable issuer are used. When position-specific external price data are not observable, fair value is determined based on either benchmarking to similar instruments or cash flow models with yield curves, bond or single-name credit default swap spreads and recovery rates as significant inputs. Corporate bonds are categorized in Level 2 of the fair value hierarchy; in instances where prices, spreads or any of the other aforementioned key inputs are unobservable, they would have been categorized in Level 3 of the fair value hierarchy.
Asset-backed securities (“ABS”) may be valued based on price or spread data obtained from observed transactions or independent external parties such as vendors or brokers. When position-specific external price data are not observable, the valuation may require benchmarking to similar securities. ABS have been categorized in Level 2 of the fair value hierarchy. If external prices or significant spread inputs are unobservable or if the comparability assessment involves significant subjectivity related to cash flows, performance and other inputs, then ABS would be categorized in Level 3 of the fair value hierarchy.
Preferred securities
Exchange-traded corporate preferred securities are generally valued based on quoted prices from a nationally recognized exchange. To the extent these securities are actively traded and valuation adjustments are not applied, they have been categorized in Level 1 of the fair value hierarchy; otherwise, they would be categorized in Level 2 of the fair value hierarchy.
Derivatives
Depending on the product and terms of the transaction, the fair value of over-the-counter (“OTC”) derivative products can be either observed or modeled using a series of techniques and model inputs from comparable benchmarks, including closed-form analytic formulas, such as the Black-Scholes option-pricing model, and simulation models or a combination thereof. Many pricing models do not entail material subjectivity and the pricing inputs are observed from actively quoted markets, as is the case for generic interest rate swaps, certain option contracts and certain credit default swaps. Interest rate and credit default swaps are valued using observable inputs and are generally categorized in Level 2 of the fair value hierarchy. Futures contracts and exchange traded swaps are valued based on quoted prices in active markets and are generally categorized in Level 1 of the fair value hierarchy. Listed derivatives that are actively traded are valued on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy. Listed derivatives that are not actively traded are valued using the same approaches as those applied to OTC derivatives and are categorized in Level 2 of the fair value hierarchy.
Other assets and liabilities
The carrying values of Notes receivable from participants, Receivables for securities sold and others, and Payables for securities purchased and others, approximate their fair value due to their short-term duration and are categorized in Level 2 of the fair value hierarchy.
Collective Trust Funds – Each investment fund is administered and supervised by its respective investment manager who decides how to invest the contributed funds. Certain funds focus on Corporate Equities or Corporate Fixed Income investments. The Blended-Target Retirement funds have a mixture of underlying investments that the investment manager considers to be generally appropriate at the current time for a given retirement date. The Short-Term Investment Funds are maintained to facilitate transactions into and out of the Plan’s investment options and have a prime objective of principal preservation. The fair values of participating units held in the collective trust funds are based on NAV’s reported by the investment manager as of the financial statement dates and recent transaction prices and therefore the collective trust funds are categorized as Level 2 of the fair value hierarchy. If there is a fee accrual, the trustee is responsible for determining the fair value. As of December 31, 2013 and 2012, the Plan held investments in funds managed by BlackRock, Inc., Pyramis, Artisan, Mellon and Northern Trust. Terms of the applicable Collective Trust Fund Agreements and/or Investment Management Agreements permit the termination of the agreement and the receipt of the fund securities at fair value within 30 days. There were no unfunded commitments and no restricted redemption notice periods. Other than the funds managed by BlackRock, Inc., from which the Plan does not restrict the frequency of redemptions, the Plan prohibits the sale of the Collective Trust Fund investment options within 30 days of a purchase into that investment option. A 2% redemption fee applies to all transfers out of the Pyramis Select International Small Cap Fund within 90 days of acquisition, other than for loans, hardship withdrawals, minimum required distributions, redemptions pursuant to systematic withdrawal programs, forfeiture of assets, return of excess contribution amounts, redemptions related to death, disability, or qualified domestic relations orders and payment of plan fees.
The following tables set forth by level within the fair value hierarchy the Plan’s investment and derivative instrument assets and liabilities at fair value as of December 31, 2013 and 2012. There were no transfers of investments between levels for either year. As discussed in Note 2, the 2012 disclosure has been revised.
| | | Plan's Investment Assets and Liabilities at Fair Value as of December 31, 2013 |
| | | Quoted Prices in Active Markets for Identical Assets | | | Significant Other Observable Inputs | | | Significant UnobservableInputs | | | | |
| | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Investment Assets: | | | | | | | | | | | | |
| Registered Investment Companies | | | | | | | | | | | | |
| Equity Funds | | | | | | | | | | | | |
| Large-Cap | | $ | 554,127,823 | | | $ | - | | | $ | - | | | $ | 554,127,823 | |
| Emerging Markets | | | 321,278,099 | | | | - | | | | - | | | | 321,278,099 | |
| Mid-Cap | | | 307,961,129 | | | | - | | | | - | | | | 307,961,129 | |
| International | | | 275,883,474 | | | | - | | | | - | | | | 275,883,474 | |
| Long-term Growth | | | 188,186,902 | | | | - | | | | - | | | | 188,186,902 | |
| Small-Cap | | | 182,499,185 | | | | - | | | | - | | | | 182,499,185 | |
| Money Market Fund | | | 636,525,839 | | | | - | | | | - | | | | 636,525,839 | |
| Real Estate Investment Trust Fund | | | 148,441,763 | | | | - | | | | - | | | | 148,441,763 | |
| Fixed Income Funds | | | 60,700,960 | | | | 38,472,837 | | | | - | | | | 99,173,797 | |
| Commodity Fund | | | 13,090,647 | | | | - | | | | - | | | | 13,090,647 | |
| | | | 2,688,695,821 | | | | 38,472,837 | | | | - | | | | 2,727,168,658 | |
| Separately Managed Accounts | | | | | | | | | | | | | | | | |
| Employer stock | | | 1,528,493,017 | | | | - | | | | - | | | | 1,528,493,017 | |
| Corporate equities | | | 581,753,187 | | | | - | | | | - | | | | 581,753,187 | |
| Cash and cash equivalents | | | 24,983,403 | | | | - | | | | - | | | | 24,983,403 | |
| U.S. government securities | | | - | | | | 186,189,695 | | | | - | | | | 186,189,695 | |
| Municipal government obligations | | | - | | | | 5,053,078 | | | | - | | | | 5,053,078 | |
| Foreign sovereign government obligations | | | - | | | | 62,213,762 | | | | - | | | | 62,213,762 | |
| Corporate debt instruments | | | - | | | | 124,384,675 | | | | - | | | | 124,384,675 | |
| Preferred securities | | | 23,224,551 | | | | - | | | | - | | | | 23,224,551 | |
| Derivatives | | | - | | | | 1,784,302 | | | | - | | | | 1,784,302 | |
| Other | | | - | | | | 1,100,000 | | | | - | | | | 1,100,000 | |
| | | | 2,158,454,158 | | | | 380,725,512 | | | | - | | | | 2,539,179,670 | |
| Collective Trusts | | | | | | | | | | | | | | | | |
| Corporate Equity Funds | | | - | | | | 983,649,563 | | | | - | | | | 983,649,563 | |
| Corporate Fixed Income Funds | | | - | | | | 75,312,409 | | | | - | | | | 75,312,409 | |
| Blended - Target Retirement | | | | | | | | | | | | | | | | |
| Corporate Equity Funds | | | - | | | | 636,593,672 | | | | - | | | | 636,593,672 | |
| Fixed Income Funds | | | - | | | | 151,870,265 | | | | - | | | | 151,870,265 | |
| Short-Term Investment Funds | | | - | | | | 14,706,686 | | | | - | | | | 14,706,686 | |
| | | | - | | | | 1,862,132,595 | | | | - | | | | 1,862,132,595 | |
| Participant-directed investments | | $ | 4,847,149,979 | | | $ | 2,281,330,944 | | | $ | - | | | $ | 7,128,480,923 | |
| Investment Liabilities: | | | | | | | | | | | | | | | | |
| Participant-directed derivative investments | | $ | (7,000 | ) | | $ | (1,281,403 | ) | | $ | - | | | $ | (1,288,403 | ) |
| | | Plan's Investment Assets and Liabilities at Fair Value as of December 31, 2012 |
| | | | | | | | | | | | | |
| | | Quoted Prices in Active Markets for Identical Assets | | | Significant Other Observable Inputs | | | Significant UnobservableInputs | | | | |
| | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Investment Assets: | | | | | | | | | | | | |
| Registered Investment Companies | | | | | | | | | | | | |
| Equity Funds | | | | | | | | | | | | |
| Large-Cap | | $ | 361,438,819 | | | $ | - | | | $ | - | | | $ | 361,438,819 | |
| Emerging Markets | | | 330,260,603 | | | | - | | | | - | | | | 330,260,603 | |
| Mid-Cap | | | 212,333,210 | | | | - | | | | - | | | | 212,333,210 | |
| International | | | 226,098,793 | | | | - | | | | - | | | | 226,098,793 | |
| Long-term Growth | | | 145,635,815 | | | | - | | | | - | | | | 145,635,815 | |
| Small-Cap | | | 84,451,679 | | | | - | | | | - | | | | 84,451,679 | |
| Money Market Fund | | | 596,179,889 | | | | - | | | | - | | | | 596,179,889 | |
| Real Estate Investment Trust Fund | | | 141,301,789 | | | | - | | | | - | | | | 141,301,789 | |
| Fixed Income Funds | | | 36,906,550 | | | | 51,424,232 | | | | - | | | | 88,330,782 | |
| Commodity Fund | | | 6,054,030 | | | | - | | | | - | | | | 6,054,030 | |
| | | | 2,140,661,177 | | | | 51,424,232 | | | | - | | | | 2,192,085,409 | |
| Separately Managed Accounts | | | | | | | | | | | | | | | | |
| Employer stock | | | 1,019,934,795 | | | | - | | | | - | | | | 1,019,934,795 | |
| Corporate equities | | | 419,024,111 | | | | - | | | | - | | | | 419,024,111 | |
| Cash and cash equivalents | | | 26,422,300 | | | | - | | | | - | | | | 26,422,300 | |
| U.S. government securities | | | - | | | | 279,367,935 | | | | - | | | | 279,367,935 | |
| Municipal government obligations | | | - | | | | 8,962,054 | | | | - | | | | 8,962,054 | |
| Foreign sovereign government obligations | | | - | | | | 88,275,183 | | | | - | | | | 88,275,183 | |
| Corporate debt instruments | | | - | | | | 153,514,828 | | | | - | | | | 153,514,828 | |
| Preferred securities | | | 20,034,717 | | | | - | | | | - | | | | 20,034,717 | |
| Derivatives | | | - | | | | (102,747 | ) | | | - | | | | (102,747 | ) |
| | | | 1,485,415,923 | | | | 530,017,253 | | | | - | | | | 2,015,433,176 | |
| Collective Trusts | | | | | | | | | | | | | | | | |
| Corporate Equity Funds | | | - | | | | 606,274,084 | | | | - | | | | 606,274,084 | |
| Corporate Fixed Income Funds | | | - | | | | 101,899,720 | | | | - | | | | 101,899,720 | |
| Blended - Target Retirement | | | | | | | | | | | | | | | | |
| Corporate Equity Funds | | | - | | | | 464,894,215 | | | | - | | | | 464,894,215 | |
| Fixed Income Funds | | | - | | | | 147,281,632 | | | | - | | | | 147,281,632 | |
| Short-Term Investment Funds | | | - | | | | 12,877,739 | | | | - | | | | 12,877,739 | |
| | | | - | | | | 1,333,227,390 | | | | - | | | | 1,333,227,390 | |
| | | | | | | | | | | | | | | | | |
| Participant-directed investments | | $ | 3,626,077,100 | | | $ | 1,914,668,875 | | | $ | - | | | $ | 5,540,745,975 | |
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Cash and cash equivalents | | | | | |
| | Cash | | | | $ | 227,690 | |
| | Interest-Bearing Cash | Foreign currency and collaterals | | | | 24,512,713 | |
| | Deutsche Bank | Cash Collateral | | | | 100,000 | |
| | Deutsche Bank | Cash Collateral | | | | 19,000 | |
| | Goldman Sachs | Cash Collateral | | | | 124,000 | |
| | U.S. government securities | | | | | | |
| | Fannie Mae | Fltg Ser 2007-34 Cl S 04-25-2037 Beo | | | | 180,301 | |
| | Fed Natl Mtg Assn | Gtd Mtg Pool #Ak2411 4% Due 02-01-2042 Beo | | | | 10,213 | |
| | Fed Natl Mtg Assn | Gtd Mtg Pool #Ak2411 4% Due 02-01-2042 Beo | | | | 247,901 | |
| | Federal Home Ln Mtg Corp | Gtd Mtg Pool #Ak2411 4% Due 02-01-2042 Beo | | | | 51,483 | |
| | Federal Natl Mtg Assn | Gtd Mtg Pool #Ak2411 4% Due 02-01-2042 Beo | | | | 463,141 | |
| | Federal Natl Mtg Assn | Gtd Mtg Pool #Ak2411 4% Due 02-01-2042 Beo | | | | 246,370 | |
| | Federal Natl Mtg Assn | Gtd Mtg Pool #Ak2411 4% Due 02-01-2042 Beo | | | | 1,028,592 | |
| | Federal Natl Mtg Assn | Gtd Mtg Pool #Ak2411 4% Due 02-01-2042 Beo | | | | 2,110,590 | |
| | Federal Natl Mtg Assn | Gtd Mtg Pool #Ak2411 4% Due 02-01-2042 Beo | | | | 539,927 | |
| | FHLMC | Preassign 00074 2.375 01-13-2022 | | | | 955,965 | |
| | FHLMC | Multiclass Ser 3828 Cl Sy02-15-2041 Fltg | | | | 2,877 | |
| | FHLMC | Multiclass Ser 3951 Cl Us Fltg02-15-2040 | | | | 47,948 | |
| | FHLMC | Multiclass Ser 3147 Cl Ls04-15-2036 | | | | 249,400 | |
| | FHLMC | Multiclass Ser 3218 Cl As09-15-2036 | | | | 211,458 | |
| | FHLMC | Multiclass Ser 3218 Cl Sa Flg Rt Due 09-15-2036 | | | | 20,564 | |
| | FNMA | 00.000Fnra361225Be#Mbs Remic Adjustable 12-25-2036 | | | | 265,346 | |
| | FNMA | 1.625 11-27-2018 Reg | | | | 694,161 | |
| | FNMA | 2.375 Due 07-28-2015 | | | | 3,094,818 | |
| | FNMA | Pool #470989 2.9% Due 06-01-2020 Beo | | | | 397,326 | |
| | FNMA | Pool #Ab1609 4% 10-01-2025 Beo | | | | 1,421,629 | |
| | FNMA | Pool #Ab8807 2.5% 03-01-2043 Beo | | | | 789,015 | |
| | FNMA | Pool #Ab9280 4% 05-01-2043 Beo | | | | 404,258 | |
| | FNMA | Pool #Ao1771 4% 05-01-2042 Beo | | | | 275,520 | |
| | FNMA | Pool #Ap1215 3.5% 06-01-2043 Beo | | | | 901,668 | |
| | FNMA | Pool #Ar4257 2.5% 02-01-2043 Beo | | | | 42,517 | |
| | FNMA | Pool #Ar9512 2.5% 04-01-2043 Beo | | | | 825,062 | |
| | FNMA | Pool #Ar9977 2.5% Due 02-01-2043Reg | | | | 34,888 | |
| | FNMA | Pool #At2297 2.5% Due 03-01-2043Reg | | | | 58,463 | |
| | FNMA | Pool #Au4279 3% 09-01-2043 Beo | | | | 950,471 | |
| | FNMA | Remic Tr 2010-2 Cl-Gf Fltg12-25-2049 | | | | 114,555 | |
| | FNMA | Ser 2011-40 Cl Sx Var Rt Due11-25-2040 Beo | | | | 814 | |
| | FNMA | Ser 2011-86 Cl Nf Fltg Rt Due09-25-2041 | | | | 116,745 | |
| | FNMA | 2007-15 Cl Ai Var 03-25-2037 | | | | 50,066 | |
| | FNMA | Fnr 2007-56 Gs Flt Rt06-25-2037 | | | | 231,818 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | U.S. government securities (continued) | | | | | |
| | FNMA | Fr Cmo 25/03/37 Usd 03-25-2037 | | | $ | 21,966 | |
| | FNMA | Remic Ser 2005-84 Cl-Sg Flt Rt 10-25-2035 | | | | 134,693 | |
| | FNMA | Remic Tr 2009-87 Cl-Hs Var Rate 11-25-2039 | | | | 23,608 | |
| | FNMA | Ser 2007-32 Cl Sa Fltg Rt 04-25-2037 | | | | 89,411 | |
| | FNMA | Ser 2007-4 Cl Sl Fltg Rt 02-25-2037 | | | | 16,887 | |
| | FNMA | Ser 2007-89 Cl Sd Fltg Rt 09-25-2037 | | | | 180,660 | |
| | FNMA | Ser 2013-M4 Cl X1 Var Rt 02-25-2018 | | | | 694,111 | |
| | FNMA | Remic Tr 2011-60 Cl-Oa Prin Only 08-25-2039 Reg | | | | 211,597 | |
| | FNMA Single Family Mortgage | 3.5% 15 Years Settles January | | | | 3,137,226 | |
| | FNMA Single Family Mortgage | 3.5% 30 Years Settles January | | | | 10,926,949 | |
| | FNMA Single Family Mortgage | 30 YearsSettles Jan | | | | 5,695,782 | |
| | FNMA Single Family Mortgage | 30 YearsSettles Feb | | | | 2,165,782 | |
| | FNMA Single Family Mortgage | 4% 30 Years Settles January | | | | (514,687 | ) |
| | FNMA Single Family Mortgage | 2.5% 30 Years Settles January | | | | (1,809,844 | ) |
| | FNMA Single Family Mortgage | 4% 30 Years Settles February | | | | (2,052,500 | ) |
| | GNMA | Pool #Ab9437 3.5 Due 11-15-2042 Reg | | | | 930,409 | |
| | GNMA Single Family Mortgage | 3% 30 Years Settles January | | | | 1,931,406 | |
| | NCUA | Gtd Nts Tr 2010-R2 Gtd Nt Cl I-A Due 11-06-2017 Reg | | | | 517,812 | |
| | Small Business Admin | Gtd Dev Partn Ctf 5.12 Due 11-01-2027 Reg | | | | 915,429 | |
| | United States of America | Ix N/B 0.75% Deb 02-15-2042 02-15-2042 | | | | 1,080,255 | |
| | United States of America | Treas Bills 0 Tb Due 05-29-2014 Usd1000 | | | | 290,932 | |
| | United States of America | Treas Bonds 5.0808725 04-15-2028 | | | | 8,023,035 | |
| | United States of America | Treas Bonds 0.625%Tips 02-15-2043 Usd1000 | | | | 468,679 | |
| | United States of America | Treas Bonds 0.625%Tips 02-15-2043 Usd1000 | | | | 78,113 | |
| | United States of America | Treas Notes 1.375 Nts Tips 1/15/2020 | | | | 3,363,510 | |
| | United States of America | Treas Bds 2.125 2-15-2041 | | | | 1,941,358 | |
| | United States of America | Treas Bds Index Linked 1.75 Due 01-15-2028 Reg | | | | 2,745,347 | |
| | United States of America | Treas Bds Inflation Index Linked 3.875% 04-15-2029 | | | | 1,557,697 | |
| | United States of America | Treas Nts 1.25% Tips 15/04/20 Usd1000 07-15-2020 | | | | 4,010,235 | |
| | United States of America | Treas Nts 2 Due 02-15-2022 | | | | 379,594 | |
| | United States of America | Treas Nts Dtd 00399 04-15-2017 | | | | 845,544 | |
| | United States of America | Treas Nts Dtd 00410 .75% Due 06-30-2017 Reg | | | | 6,718,386 | |
| | United States of America | Treas Nts Dtd 00438 1.125%Due 12-31-2019 Reg | | | | 1,227,789 | |
| | United States of America | Treas Nts Dtd 00471 1.375%Due 07-31-2018 Reg | | | | 396,406 | |
| | United States of America | Treas Nts Dtd 01/15/2013 Tips 01-15-2023 | | | | 382,273 | |
| | United States of America | Treas Nts Dtd 01/15/2013 Tips 01-15-2023 | | | | 7,358,756 | |
| | United States of America | Treas Nts Dtd 08/31/2011 1.5% Due 08-31-2018 Reg | | | | 9,650,743 | |
| | United States of America | Treas Nts Index Linked 2.375 Due 01-15-2017 Reg | | | | 254,910 | |
| | United States of America | Treas Nts Tips .375 07-15-2023 | | | | 1,645,538 | |
| | United States of America | Treas Nts Treas Nts 2% Due11-30-2020 Reg | | | | 1,752,188 | |
| | United States of America | Treas Bds Index Linked 2.00 Due 01-15-2026 Reg | | | | 781,646 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | U.S. government securities (continued) | | | | | |
| | United States of America | Treas Bds Index Linked 2.5 Due 01-15-2029 Reg | | | $ | 6,647,768 | |
| | United States of America | Treas Bds Index Linked Notes 2.375 Due 01-15-2027 Reg | | | | 2,668,180 | |
| | United States of America | Treas Infl Indexed Bonds 2.375 Due 01-15-2025 Beo | | | | 7,548,722 | |
| | United States of America | Treas Nts Index Linked 1.875 Due 07-15-2019 Reg | | | | 13,735,149 | |
| | United States of America | Treas Nts Index Linked 2.00 Due 01-15-2016 Reg | | | | 1,254,109 | |
| | United States of America | Treas Nts Index Linked 2.36434 Due 01-15-2014 Reg | | | | 3,031,611 | |
| | United States of America | Treas Nts Index Linked Note .125 Due 01-15-2022 Reg | | | | 743,851 | |
| | United States of America | Treas Nts Index Linked Note .125 Due 01-15-2022 Reg | | | | 297,540 | |
| | United States of America | Treas Nts Inflation Linked 2.50 Due 07-15-2016 Reg | | | | 7,867,439 | |
| | United States of America | Treas Nts Tips 07-15-2022 | | | | 5,448,247 | |
| | United States of America | Treas Nts Tips Dtd 07-15-2011 07-15-2021 | | | | 6,627,130 | |
| | United States of America | Treasury Dtd 02/15/2010 02-15-2040 | | | | 364,253 | |
| | United States of America | Treasury Nts 1.125% Tips 15/1/21 Usd1000 01-15-2021 | | | | 9,145,855 | |
| | United States of America | Treas 1% Due 08-31-2019 | | | | 6,241,640 | |
| | United States of America | Treas 1% Due 11-30-2019 | | | | 5,449,732 | |
| | United States of America | Treas 1.375% Due 09-30-2018 | | | | 4,939,060 | |
| | United States of America | Treas 1.75% Due 05-15-2022 | | | | 6,888,926 | |
| | United States of America | Treas 2% Due 09-30-2020 | | | | 1,270,750 | |
| | United States of America | Treas 2.625 Due 07-15-2017 | | | | 126,763 | |
| | US Treasury | NTS 1.25 07-15-2020 | | | | 687,469 | |
| | | | | | | |
| | Preferred securities - corporate debt instruments | | | | | |
| | Abbey Natl Treas Svcs Plc | Gtd Nt Fltg Rate Due 04-25-2014 Reg | | | | 301,319 | |
| | Banco Santander Chile | New Sr Nt Fltg 144A Var Rt Due 01-19-2016 Beo | | | | 297,900 | |
| | Bhp Finance Ltd | 5.4% Due 03-29-2017 | | | | 668,615 | |
| | Callidus Debt Partners | Clo Fd Iv Ltd / Csr Secd Nt A-1B Fltg 144A 17 Apr 2020 | | | | 130,591 | |
| | Citigroup Coml Mtg Tr | 2007-Cd4 A2B 5.205 12-11-2049 Beo | | | | 10,372 | |
| | Citigroup Commercial Mortgage | 2010-Rr3 Mlsr Var Rt 05-14-2017 | | | | 554,132 | |
| | Citigroup Inc | Sr Nt Fltg Rate Due 11-05-2014 Reg | | | | 699,729 | |
| | Coml Mtg Tr | 2007-Gg9 Mtg Passthru Ctf Cl A-4 5.444 Due 03-10-2039 Reg | | | | 549,222 | |
| | Commercial Mtg Ln Tr | 2008-Ls1 Mtg Pass Thru Ctf Cl A-4B Due 12-10-2049 Reg | | | | 333,017 | |
| | Consumers Energy | 5.5% Due 08-15-2016 | | | | 445,990 | |
| | Cr Suisse Coml Mtg Tr | 2007-C5 Due 09-15-2040 Reg | | | | 303,485 | |
| | Credit Suisse Coml Mtg Tr | 2007-C2 Cl A-2 Var Rt Due 01-15-2049 Reg | | | | 10,742 | |
| | CWMBS Inc | 2004-Hyb2 Cl 6-A Flt Rt Due 07-20-2034 Beo | | | | 151,139 | |
| | Duane Str Clo Iv Ltd | Clo Var Rt Due 01-11-2021 Beo | | | | 816,937 | |
| | Ed Ln Fdg Master Tr-Ii | 2006-2 Ast Backed Nt A-3L 144A 08-25-2028 Beo | | | | 198,796 | |
| | Entergy Ark Inc | 3.75% Due 02-15-2021 | | | | 306,469 | |
| | Entergy Gulf Sts | 3.95% Due 10-01-2020 | | | | 312,878 | |
| | Extended Stay Amer | 2013-Eshcl A-2-7 2.9575 Due 12-05-2031 Beo | | | | 388,158 | |
| | Goldman Sachs | Snr Nts 05/2015 Eur1000 | | | | 825,040 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Preferred securities - corporate debt instruments (continued) | | | | |
| | Granite Master Issuer Plc | 2006-3 Mtgbacked Nt Cl A7 Due 12-20-2054 Reg | | | $ | 50,974 | |
| | Granite Master Issuer Plc | 2006-1 Nt Cl A5 144A Var Rt | | | | 217,452 | |
| | Granite Mtgs | 03-3 Plc 2003-3 Cl 1B Fltg Rate Due 01-20-2044 | | | | 695,970 | |
| | GS Mtg Secs Corp 200 | 2004-Cw1 Cl Iia-1 6% Due 04-01-2034 Reg | | | | 328,330 | |
| | GS Mtg Secs Corp Ser | 2005-Ar6 Cl 1A1Due 09-25-2035 Reg | | | | 257,600 | |
| | HSBC Fin Corp | 6.676% Due 01-15-2021 | | | | 2,131,464 | |
| | HSBC Fin Corp | Global Nt Fltg Rate Due 06-01-2016 Reg | | | | 1,018,362 | |
| | IPIC Gmtn Ltd Me | Gmtn Ltd Med Term Nt 144A 5% Due 11-15-2020 Beo | | | | 539,375 | |
| | J. P. Morgan Chase | 2011-C 11-C3 Cl A-3 4.3877 02-16-46 | | | | 541,106 | |
| | J. P. Morgan Chase | Coml Mtg Secs Tr 2006-L Cl A-4 5.399 Due 05-15-2045 Reg | | | | 435,776 | |
| | J. P. Morgan Chase | 2011-C A-3 4.1063 Due 07-15-2046 Beo | | | | 855,223 | |
| | Jpmorgan Chase | 3.45% Due 03-01-2016 | | | | 209,769 | |
| | Kingsland I Ltd | 2005-1A Cl A-1A Var Rt Due 06-13-2019 | | | | 40,794 | |
| | Marathon Clo Ii Ltd | 2005-2A Cla1B Fltg Rt 12-20-2019 | | | | 105,467 | |
| | Mark Fdg Ltd / Hillmark Fdg | 2006-1A Cl A1 Fltg 05-21-2021 | | | | 591,102 | |
| | Merrill Lynch & Co Inc | Tranche # Tr 00677 6.875% Due 04-25-2018 | | | | 591,184 | |
| | OBP Depositor Llc | 2010 Obp Ctf 144A 4.6462 Due 07-15-2045 Beo | | | | 542,232 | |
| | Potash Corp Sask | 6.5% Due 05-15-2019 | | | | 670,451 | |
| | Ppn Cmo | Pasthru Ctf 144A Cl A 5.4 Due 121328 Beo | | | | 331,401 | |
| | RBSSP Resecuritization | 2010-1 Cl 2-A1 144A Var 07-26-2045 Beo | | | | 390,011 | |
| | Shell Intl | Fin B V 3.25% Due 09-22-2015 | | | | 209,320 | |
| | Southern Co | 2.375% Due 09-15-2015 | | | | 614,033 | |
| | Standard Chartered Plc | Sub Nt 3.9501-11-2023 | | | | 278,257 | |
| | Statoil Asa | 3.125 Due 08-17-2017 | | | | 629,838 | |
| | Stone Str Tr | 144A 5.902% Due 12-15-2015 Beo | | | | 535,892 | |
| | Total Cap | 4.45% Due 06-24-2020 | | | | 435,724 | |
| | Vale Overseas Ltd | 6.875% Due 11-21-2036 | | | | 103,275 | |
| | Vale Overseas Ltd | 4.625% Due 09-15-2020 | | | | 204,840 | |
| | Venture Vii CDO Ltd | Cdo Ltd / Venture Vii Cdo Co Var Rt Due 01-20-2022 Beo | | | | 590,490 | |
| | Vodafone Group Plc | 4.15% Due 06-10-2014 | | | | 101,595 | |
| | Volunteer No 3 Llc | 2012-1 Cl A-1 Var Rt Due 10-25-2021 Beo | | | | 159,286 | |
| | Wachovia Bk Coml Mtg | Coml Mtg Tr 2004-C14 Passthru Ctcl A-4 5.047 06-15-2014 Reg | | | | 265,338 | |
| | Wesfarmers Ltd | 144A 2.983 Due 05-18-2016 | | | | 1,248,089 | |
| | | | | | | | |
| | Corporate debt instruments | | | | | | |
| | ACCO Brands Corp | 6.75 Due 04-30-2020 | | | | 649,775 | |
| | ADT Corp | 6.25 Bds Due 10-15-2021 Usd1000 Beo | | | | 472,500 | |
| | AES Corp | Nt 7.375 Due 07-01-2021 | | | | 547,965 | |
| | Alere Inc | 6.5% Due 06-15-2020 | | | | 357,875 | |
| | Allbritton | 8% Due 05-15-2018 | | | | 423,000 | |
| | Allflex Hldgs Inc | Term Loan Due 06-07-2021 Beo | | | | 505,937 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Corporate debt instruments (continued) | | | | |
| | Alliance Data Sys Corp | Nt 6.375 Due 04-01-2020 | | | $ | 314,250 | |
| | Allison Transmission Inc | 144A 7.125 Due 05-15-2019/05-06-2011 Beo | | | | 457,937 | |
| | Ally Finl Inc | 5.5 Due 02-15-2017 | | | | 433,000 | |
| | Alphabet Hldg Co Inc | Nt Contingent Cash Pay 144A 7.75 Due 11-01-2017 | | | | 257,812 | |
| | Altria Group Inc | 9.7% Due 11-10-2018 | | | | 262,878 | |
| | Amc Networks Inc | 7.75 Due 07-15-2021 | | | | 229,500 | |
| | Amerigas Fin Corp | Nt 6.75 5-20-2020 | | | | 682,812 | |
| | Ameristar Casino | 7.5% Due 04-15-2021 | | | | 813,750 | |
| | Amern Bldrs | 5.625% Due 04-15-2021 | | | | 326,625 | |
| | Ancestry Com Hldgs Llc | 9.625 Due 10-15-2018 | | | | 388,125 | |
| | Appalachian Pwr Co | 7.95% Due 01-15-2020 | | | | 621,424 | |
| | Arcelormittal Sa | Due 08-05-2020 | | | | 531,250 | |
| | Ardagh Packaging | 9.125% Due 10-15-2020 | | | | 294,555 | |
| | Ardagh Packaging Fin Plc | Ardagh Mp Hld Secd Nt 7.375 10-15-2017 | | | | 214,750 | |
| | Atwood Oceanics Inc | 6.5 Due 02-01-2020 | | | | 453,687 | |
| | Banc Amer Coml Mtg Tr | 2007-3 Cl A-2 Flt Rt Due 06-10-2049/01-10-2014 Beo | | | | 22,211 | |
| | Banc Amer Coml Mtg Tr | 2007-3 Coml 6-10-2049 | | | | 22,222 | |
| | Banc Amer Re-Remic Tr | 2010-Uber5 Due02-17-2051 Beo | | | | 760,361 | |
| | Banc Amer Re-Remic Tr | 2009-Uber2 Coml Mtg Ctf Var 12-24-49 | | | | 447,344 | |
| | Banco Mercantil | 4.375% Due 07-19-2015 | | | | 313,500 | |
| | Banco Santander S A Global | Tranche # Tr00009 Var Rt Due 3-18-2014 | | | | 400,029 | |
| | Barclays Bank Plc | 9.0% Credit Linked 144A 19/09/2018 Idr 'Sn14341' | | | | 1,921,947 | |
| | Barrick Gold Corp | Nt 6.95 Due 04-01-2019 | | | | 577,140 | |
| | Bear Stearns Arm Tr | 2004-10 Cl I2A5 2.696043% Due 01-25-2035 Beo | | | | 261,570 | |
| | Belden Inc | Nt 144A 5.5 Due 09-01-2022/08-27-2012 Beo | | | | 269,500 | |
| | Berry Pete Co | 6.375 Due 09-15-2022 | | | | 457,875 | |
| | Biomet Inc | 6.5% Due 08-01-2020 | | | | 792,750 | |
| | Biomet Inc | 6.5% Due 10-01-2020 | | | | 103,000 | |
| | BMC Software Fin Inc | Nt 144A 8.125% Due 07-15-2021/08-21-2013 Beo | | | | 515,000 | |
| | Borgata | Term Ln Due 08-15-2018 Beo | | | | 250,937 | |
| | Boyd Acquisition Sub Llc | Fin Sr Nt8.375 Due 2-15-2018 | | | | 545,000 | |
| | Boyd Gaming Corp | 9.125% Due 12-01-2018 | | | | 462,188 | |
| | Brand Energy & Infrastructure | Sr Nt 144A 8.5 Due 12-01-2021 | | | | 508,125 | |
| | Cablevision Sys | 5.875% Due 09-15-2022 | | | | 430,875 | |
| | Cablevision Sys | Sr Nt 8 Due 04-15-2020 | | | | 348,660 | |
| | Calpine Corp | Sr Secd Nt 144A 7.875% Due 01-15-2023/01-14-2011 Beo | | | | 400,947 | |
| | Calpine Corp | Sr Secd Nt 144A 7.5% Due 02-15-2021/10-22-2010 Beo | | | | 153,866 | |
| | Cantor Fitzgerald | 7.875% Due 10-15-2019 | | | | 525,000 | |
| | Cascades Inc | 7.75% Due 12-15-2017 | | | | 373,215 | |
| | Cascades Inc | 7.875% Due 01-15-2020 | | | | 200,090 | |
| | Catalent Pharma | 7.875 Due 10-15-2018 | | | | 508,750 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Corporate debt instruments (continued) | | | | |
| | Cco Hldgs Llc | 5.125% Due 02-15-2023 | | | $ | 324,625 | |
| | Cco Hldgs Llc | 6.625% Due 01-31-2022 | | | | 515,000 | |
| | Celulosa Arauco Y | 5% Due 01-21-2021 | | | | 403,637 | |
| | Cent Garden & Pet | 8.25% Due 03-01-2018 | | | | 291,750 | |
| | Centurylink Inc | 5.8 Due 03-15-2022 | | | | 888,750 | |
| | Cequel Communications Holdings | 6.375 Due 09-15-2020 | | | | 461,250 | |
| | Charter Communications Oper | Loan E Due 03-31-2020 Beo | | | | 493,763 | |
| | Ches Midstream | 6.125% Due 07-15-2022 | | | | 267,500 | |
| | Choice Hotels Int | 5.75% Due 07-01-2022 | | | | 317,300 | |
| | Cin Bell | Nt 8.75 Due 03-15-2018 | | | | 450,450 | |
| | Cit Group Inc | 5.25% Due 03-15-2018 | | | | 575,933 | |
| | Citibank Omni Master Tr | 2009-A14 Nt Talf 144A Var Rt Due 08-15-2018 Beo | | | | 609,063 | |
| | Citibank Omni Master Tr | 2009-A14 Nt Talf 144A Var Rt Due 08-15-2018 Beo | | | | 507,553 | |
| | Citizens | 7.125% Due 03-15-2019 | | | | 592,625 | |
| | Clean Hbrs Inc | 5.25% Due 08-01-2020 | | | | 439,810 | |
| | Coml Mtg | Ser2010-C1 Cl A1 144A 3.156 11-1-2015Beo | | | | 459,756 | |
| | Comm | 3.83 Due 07-10-2046 | | | | 317,677 | |
| | Commscope Hldg Co Inc | 6.625 Bds Usd2000144A Due 06-01-2020 Beo | | | | 208,000 | |
| | Commscope Inc | Nt 144A 8.25% Due01-15-2019/01-14-2011 Beo | | | | 563,473 | |
| | Compagnie Generale | 9.5% Due 05-15-2016 | | | | 169,452 | |
| | Cons Nat Gas Co | Due 03-01-2014 Beo | | | | 684,927 | |
| | Cpg Merger Sub Llc | Sr Nt 144A 8% Due 10-01-2021/09-30-2013 Beo | | | | 364,000 | |
| | CR Agricole Sa | 8.125 09-19-2033 | | | | 221,000 | |
| | Crestwood Midstream Partners | Crestwood Midst 6 12-15-2020 | | | | 515,000 | |
| | CSMC Ser | 2010-Rr1 Ctf Cl 2-A 144A Var Rt Due 09-15-2040 Beo | | | | 218,330 | |
| | CSMC Ser | 2010-Rr1 Ctf Cl 3-A 144A Var Rt Due 06-10-2049 Beo | | | | 218,381 | |
| | Cumulus Media | 7.75% Due 05-01-2019 | | | | 527,500 | |
| | Cumulus Media Holdings Inc | Term Ln Due 12-18-2020 Beo | | | | 235,384 | |
| | Cyrusone Lp | 6.375% Due 11-15-2022 | | | | 642,735 | |
| | Dana Hldg Corp | 6.75% Due 02-15-2021 | | | | 349,375 | |
| | Darling Escrow Corp | Sr Nt 5.375 Due 01-15-2022 Beo | | | | 528,938 | |
| | Darling International Inc | Brdg Ln Due 10-05-2014 Beo | | | | 725,000 | |
| | Davita Inc | 5.75 Due 08-15-2022 | | | | 759,375 | |
| | DBRR | 2012-Ez1 Tr Cmbs Re-Remicctf Cl A .946 Due 09-25-2045 Beo | | | | 294,895 | |
| | DBUBS | 2011-Lc1 Mtg Tr Mtg Passthru Ctf Cl A-2 144A 4.528 07-01-19 | | | | 434,589 | |
| | DBUBS | 2011-Lc2 Mtg Tr Cl A-2 3.386% Due 07-10-2044 Beo | | | | 1,042,865 | |
| | Del Monte Corp | 7.625 Due 02-15-2019 | | | | 259,687 | |
| | Deutsche Telekom | 4.875% Due 07-08-2014 | | | | 919,122 | |
| | Digitalglobe Inc | Sr Nt 5.25 Due 2-01-2021 | | | | 536,250 | |
| | Dish Dbs Corp | 4.25% Due 04-01-2018 | | | | 153,000 | |
| | Dish Dbs Corp | 5.875% Due 07-15-2022 | | | | 703,000 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Corporate debt instruments (continued) | | | | |
| | Dole Food Co Inc | Sr Secd Nt 7.25 Due 05-01-2019 | | | $ | 573,563 | |
| | Driver Eight | Gmbh Frn A/Bkd 02/2017 Eur 'A' | | | | 112,106 | |
| | Dufry Fin Sca | Nt 5.5 Due 10-15-2020 | | | | 512,500 | |
| | Dynegy Inc | 144A 5.875 Due 06-01-2023 | | | | 519,750 | |
| | Elizabeth Arden Inc | Nt 7.375 Due 03-15-2021 | | | | 401,120 | |
| | Encana Corp | 6.5% Due 05-15-2019 | | | | 467,259 | |
| | Endeavor Energy Resource | Nt 7 Due 08-15-2021 | | | | 404,000 | |
| | Endo 7 | Due 07-15-2019 | | | | 535,000 | |
| | Ensco Plc Formerly | 4.7% Due 03-15-2021 | | | | 105,774 | |
| | Exopack Hldgs S A | 7.875 Due 11-01-2019 | | | | 510,000 | |
| | Exp-Imp Bank Korea | Rt 20/03/2015 | | | | 609,825 | |
| | Felcor Lodging Ltd | 6.75% Due 06-01-2019 | | | | 532,500 | |
| | Felcor Lodging Ltd Partnership | 5.625 Due 03-01-2023 | | | | 438,750 | |
| | Florida Gas Transmission Co | Sr Nt 144A 5.45% Due 07-15-2020/07-19-2010 Beo | | | | 541,143 | |
| | FMG Res | August 2006 Pty Ltd Sr Nt 6.875 Due 04-01-2022 Beo | | | | 109,000 | |
| | FMG Res | August 2006 Pty Ltd Sr Nt 8.25 Due 11-01-2019 | | | | 841,875 | |
| | Ford Mtr Cr Co Llc | 3.984 Due 06-15-2016 | | | | 319,020 | |
| | Ford Mtr Cr Co Llc | 4.207% Due 04-15-2016 | | | | 426,215 | |
| | Ford Mtr Cr Co Llc | Nt 8 Due 06-01-2014 | | | | 103,053 | |
| | Ford Mtr Cr Co Llc | Nt Var Rt Due 08-28-2014 | | | | 904,183 | |
| | FPL Group Cap Inc | Deb 7.875 Due 12-15-2015 | | | | 113,026 | |
| | Fresenius Med Care Us Fin Ii Inc | 5.875 Due 01-31-2022 Beo | | | | 125,545 | |
| | FTI Consulting Inc | 6% Due 11-15-2022 | | | | 759,375 | |
| | Genon Escrow Corp | 9.5% Due 10-15-2018 | | | | 507,360 | |
| | Goodman Fdg Pty Ltd | Sr Nt 144A6.375% Due 11-12-2020 Beo | | | | 413,583 | |
| | Goodyear Tire | Nt 8.25 Due 08-15-2020 | | | | 558,750 | |
| | Gray T.V. Inc | 7.5% Due 10-01-2020 | | | | 668,313 | |
| | Griffey Inter Inc | Sub Llc 7 Due 10-15-2020 | | | | 396,250 | |
| | Griffon Corp | 7.125% Due 04-01-2018 | | | | 748,360 | |
| | Grifols Inc | 8.25 Due 02-01-2018 | | | | 293,219 | |
| | Gs Mtg | 2010-C2 Var Rt Due 12-10-2043 Beo | | | | 111,363 | |
| | GS Mtg Secs | 2010-C1 Mtg Pass Thru Ctfcl A-2 144A 4.592 10 Aug 2043 | | | | 649,019 | |
| | Gs Mtg Secs Corp | 2005-Ar7 Mtg Passthru Ctf Cl 2A1 Due 11-25-2035 Reg | | | | 140,726 | |
| | Gs Mtg Secs Tr | 2010-C2 3.849 Due 12-10-2043 Beo | | | | 291,816 | |
| | Gulfmark Offshore Inc | Nt 6.375 03-15-2022 | | | | 514,833 | |
| | Halcon Res Corp | Sr Nt 9.25% Due 02-15-2022 | | | | 356,125 | |
| | HCA Hldgs Inc | 5.875% Due 03-15-2022 | | | | 360,342 | |
| | HCA Hldgs Inc | 6.25% Due 02-15-2021 | | | | 470,812 | |
| | HCA Hldgs Inc | 7.75% Due 05-15-2021 | | | | 241,442 | |
| | Hca Inc | Nt 7.5 Due 02-15-2022 | | | | 274,375 | |
| | Health Mgmt Assocs Inc | Nt 7.375 01-15-2020 | | | | 503,438 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Corporate debt instruments (continued) | | | | |
| | Healthcare Technology Inter Inc | Nt 7.375 Due 09-01-2018 | | | $ | 416,000 | |
| | Hertz Corp | 6.25 Due 10-15-2022 | | | | 413,000 | |
| | Hertz Corp | 7.375% Due 01-15-2021 | | | | 274,375 | |
| | Hgim Corp | Term Ln Due 06-12-2020 Beo | | | | 252,188 | |
| | Hii Hldg Corp | 1St Lien Us Term Ln Due 12-20-2019 Beo | | | | 248,125 | |
| | Hilton Worldwide | 5.625% Due 10-15-2021 | | | | 389,063 | |
| | Holly Energy | 6.5% Due 03-01-2020 | | | | 522,500 | |
| | Hologic Inc | 6.25 Due 08-01-2020 Reg | | | | 387,185 | |
| | Hornbeck Offshore | 5.875 Due 04-01-2020 | | | | 288,067 | |
| | Hughes Satellite | 6.5% Due 06-15-2019 | | | | 541,250 | |
| | Infor Us Inc | 11.5 Due 07-15-2018 | | | | 519,777 | |
| | Infor Us Inc | 9.375 Due 04-01-2019 | | | | 168,750 | |
| | Intelsat | 6.75% Due 06-01-2018 | | | | 371,875 | |
| | Intelsat Jackson | 7.25% Due 04-01-2019 | | | | 270,000 | |
| | Intelsat Jackson Hldgs S A | Sr Nt 144A 5.5% Due 08-01-2023/06-05-2013 Beo | | | | 95,125 | |
| | Intelsat Jackson Hldgs S A | 7.25 Due 10-15-2020/10-15-2015 Reg | | | | 546,875 | |
| | Intesa Sanpaolo S P A | Sr Med Term Nt Cl X 6.5 2-24-2021 | | | | 328,495 | |
| | Intesa Sanpaolo Spa | Rt 144A Due 02-24-2014 Beo | | | | 1,203,508 | |
| | Intl Lease Fin Corp | Sr Secd Nt 144A 6.5 Due 09-01-2014/08-20-2010 Beo | | | | 1,860,750 | |
| | Intl Lease Fin Corp | Sr Secd Nt 144A 6.5 Due 09-01-2014/08-20-2010 Beo | | | | 103,375 | |
| | Intl Lease Fin Corp | Sr Secd Nt 144A 6.75 Due 09-01-2016/08-20-2010 Beo | | | | 111,500 | |
| | Isle Capri Casinos | 7.75% Due 03-15-2019 | | | | 315,007 | |
| | Isle Capri Casinos | 8.875 Due 06-15-2020 | | | | 373,625 | |
| | J Crew Group Inc | 8.125% Due 03-01-2019 | | | | 472,500 | |
| | J P Morgan Chase | 6-1-10 2010-C1 Cl A1 144A 3.853 Due 6-15-15 | | | | 477,119 | |
| | J P Morgan Mtg Tr | Fltg Rt 5.059155% Due 06-25-2035 | | | | 73,970 | |
| | Jpmorgan Chase London | Due 09-18-2018 Beo | | | | 365,037 | |
| | Jpmorgan Chase London | Due 11-17-2020 Beo | | | | 1,197,419 | |
| | Kinder Morgan | 5.95% Due 02-15-2018 | | | | 1,022,755 | |
| | Kommunalbanken As | 1.75% Due 10-05-2015 | | | | 408,852 | |
| | Kraft Foods Group | 1.625% Due 06-04-2015 | | | | 101,270 | |
| | Lamar Media Corp | 5.875 Snr Nt Due 02-01-2022 | | | | 461,250 | |
| | Leaseplan Corp | N V 3 10-23-2017 Reg | | | | 503,647 | |
| | Level 3 Fing Inc | Due 06-01-2020 | | | | 265,000 | |
| | Levi Strauss & Co | 7.625% Due 05-15-2020 | | | | 539,970 | |
| | Linn Energy Llc | 7.75% Due 02-01-2021 | | | | 802,643 | |
| | LSB Inds Inc | Sr Nt 144A 7.75% Due 08-01-2019/08-07-2013 Beo | | | | 525,000 | |
| | Markwest Energy Partners Lp | Markwest Energy Fin Corp 5.5 Due 02-15-2023 | | | | 327,438 | |
| | Mcjunkin Red Man Corporation | Term Ln B Due 11-11-2019 Beo | | | | 455,625 | |
| | Medassets Inc | Term B Loan Due 12-13-2019Beo | | | | 181,515 | |
| | Mediacom Llc | Mediacom Cap Corp 7.25 Due 02-15-2022 | | | | 546,960 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Corporate debt instruments (continued) | | | | |
| | Mgm Mirage Corp | Note 7.5% Due 06-01-2016/05-17-2007 | | | $ | 224,000 | |
| | Mgm Resorts Int | 8.625 Due 02-01-2019 | | | | 325,955 | |
| | Mgm Resorts Int | New Term Loan B Due 12-20-2019 Beo | | | | 497,183 | |
| | Michael Foods | 9.75% Due 07-15-2018 | | | | 598,125 | |
| | Michaels Stores | 7.75% Due 11-01-2018 | | | | 271,250 | |
| | Montefiore Med Ctr Ny | Gnma Coll Taxbl Rev Bd 144A Due 05-20-27 | | | | 531,163 | |
| | Murray Energy | Corp Term Loan Due 11-21-2019 Beo | | | | 453,656 | |
| | Nationstar Mtg Llc Corp | 8.375 Due 08-01-2018 Beo | | | | 416,000 | |
| | NBTY Inc | Nt 9 Due 10-01-2018 | | | | 295,988 | |
| | Neiman Marcus Group Inc | Term Loan Due 10-25-2020 Beo | | | | 404,714 | |
| | Nexstar Broadcasting Inc | 6.875 Due 11-15-2020 | | | | 634,510 | |
| | Nissan Mtr Accep Corp | Nt 1.95 Due 09-12-2017 Beo | | | | 396,944 | |
| | Nortek Inc | 8.5% Due 04-15-2021 | | | | 664,500 | |
| | Nrg Energy Inc | 7.875% Due 05-15-2021 | | | | 498,375 | |
| | Nrg Energy Inc | 8.25% Due 09-01-2020 | | | | 336,680 | |
| | Nrg Energy Inc | Sr Nt 8.5 Due 06-15-2019 | | | | 283,955 | |
| | Nuance Communications Inc | 5.375 Due 08-15-2020/08-14-2012 Beo | | | | 382,202 | |
| | Oasis Pete Inc | New 7.25 Due 02-01-2019 | | | | 1,004,050 | |
| | Oil Sts Intl Inc | 5.125 Due 01-15-2023 | | | | 845,625 | |
| | Omega Healthcare | 6.75 Due 10-15-2022 | | | | 271,563 | |
| | Penske Automotive | 5.75% Due 10-01-2022 | | | | 511,250 | |
| | Petrobras Intl Fin | 3.875% Due 01-27-2016 | | | | 617,677 | |
| | Petroleos | 5.5% Due 01-21-2021 | | | | 107,500 | |
| | Petroleos De | 8.5% Due 11-02-2017 | | | | 1,665,000 | |
| | Pinnacle Entmt Inc | 7.75% Due 04-01-2022 | | | | 109,000 | |
| | Pinnacle Entmt Inc | 8.75% Due 05-15-2020 | | | | 669,218 | |
| | Plastipak Hldgs Inc | Sr Nt 144A 6.5% Due 10-01-2021/10-07-2013 Beo | | | | 258,750 | |
| | Pride Intl Inc | 6.875% Due 08-15-2020 | | | | 478,951 | |
| | Quebecor Media Inc | 5.75% Due 01-15-2023 | | | | 349,267 | |
| | RBSCF | 2010-Rr3 Passthru Ctf Cl Msci A 144A Var 6-16-2049 | | | | 330,911 | |
| | RBSCF | 2010-Rr4 Pass Thru Ctf Cl Wbcmt A 144A Var Rt 4-16-47 Beo | | | | 645,550 | |
| | RCI Banque S A | Nt 144A 3.4% Due 04-11-2014 Beo | | | | 301,660 | |
| | Regency Energy | 6.875% Due 12-01-2018 | | | | 268,125 | |
| | Renaissance Acquisition Corp | 6.875Bds Due 08-15-2021 | | | | 249,375 | |
| | Rent A Ctr Inc | Sr Nt 6.625 11-15-2020 | | | | 477,000 | |
| | Reynolds Group | 5.75 Due 10-15-2020 | | | | 127,500 | |
| | Reynolds Group | 9% Due 04-15-2019 | | | | 160,875 | |
| | Reynolds Group Issuer Inc | Reynolds Grou9.875 Due 08-15-2019 | | | | 997,913 | |
| | Safway Group Hldg | 7% Due 05-15-2018 | | | | 474,750 | |
| | Sally Hldgs Llc | 5.75 Due 06-01-2022/05-18-2012 Reg Usd1000 | | | | 468,000 | |
| | SBA | 5.75 Due 07-15-2020 | | | | 780,000 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Corporate debt instruments (continued) | | | | |
| | Scientific Game | 9.25% Due 06-15-2019 | | | $ | 107,250 | |
| | Scientific Games Intl Inc | 6.25 Due 09-01-2020 Reg | | | | 512,500 | |
| | Seadrill Ltd | 5.625 Due 09-15-2017 Beo | | | | 517,500 | |
| | Seadrill Ltd | 6.125 Due 09-15-2020 | | | | 249,375 | |
| | Sequa Corp | Sr Nt 144A 7% Due 12-15-2017/12-19-2012 Beo | | | | 505,000 | |
| | Sesi L L C | 6.375 Due 05-01-2019 | | | | 448,350 | |
| | Sesi L L C | 7.125 Due 12-15-2021 | | | | 228,575 | |
| | Silver Ii Borrower S C A | 7.75 Due 12-15-2020/12-13-2012 Beo | | | | 477,000 | |
| | Sinclair T.V. | 6.125% Due 10-01-2022 | | | | 779,720 | |
| | Sirius Xm Radio Inc | 5.25 Due 08-15-2022 | | | | 479,750 | |
| | SLM Corp | 6.25 Due 01-25-2016 | | | | 216,000 | |
| | SLM Corp | 8.45% Due 06-15-2018 | | | | 116,500 | |
| | SLM Corp | Tra # Tr 00102 01/16/07 Var 01-27-14 | | | | 799,039 | |
| | Southwestn Elec | 5.375% Due 04-15-2015 | | | | 421,018 | |
| | Spectrum Brands Escrow Corp | Sr Nt 144A 6.375 Due 11-15-2020/11-16-2012 Beo | | | | 755,790 | |
| | Speedway Motorsports Inc | Sr Nt 6.75 02-01-2019 | | | | 637,500 | |
| | Spirit Aerosystems | 7.5% Due 10-01-2017 | | | | 780,000 | |
| | Sprint Corp | 7.25 Due 09-15-2021 Beo | | | | 429,500 | |
| | Sprint Nextel Corp | 6 Due 11-15-2022 | | | | 975,000 | |
| | Sta Casinos Llc | 7.5% Due 03-01-2021 | | | | 213,000 | |
| | Starz Llc | Fin Corp 5 Due 09-15-2019 | | | | 306,750 | |
| | Steelriver Transm Co Llc | Sr Nt 144A 4.71 Due 06-30-2017/11-22-2010 Beo | | | | 169,939 | |
| | Structured Adj Rate Mt | Due 11-25-2034 Reg | | | | 114,544 | |
| | Subn Propane | 7.375% Due 08-01-2021 | | | | 256,150 | |
| | Sungard Data Systems Inc | 6.625 Due 11-01-2019 | | | | 1,050,000 | |
| | Sydney Airport Finance | 144A 5.125 Due 02-22-2021 | | | | 422,445 | |
| | Syniverse Hldgs | 9.125% Due 01-15-2019 | | | | 282,958 | |
| | T Garanti Bankasi | 7.375% Snr 07/03/2018 Try | | | | 1,238,524 | |
| | Teck Resources Ltd | 4.5% Due 01-15-2021 | | | | 402,975 | |
| | Tempur Sealy Intl Inc | 6.875 Due 12-15-2020 | | | | 463,250 | |
| | Tenet Healthcare | 6.75% Due 02-01-2020 | | | | 512,500 | |
| | Tenet Healthcare | 8% Due 08-01-2020 | | | | 271,562 | |
| | Tenet Healthcare Corp | 6 Due 10-01-2020 Beo | | | | 260,938 | |
| | Tenet Healthcare Corp | 8.125 Due 04-01-2022 | | | | 161,625 | |
| | Tenneco Inc | 6.875% Due 12-15-2020 | | | | 546,250 | |
| | Terex Corp | Due 05-15-2021 | | | | 516,875 | |
| | Thornburg Mtg Secs Tr | Pass Thru Ctf Cl 3A-1 Due 09-25-2037 Beo | | | | 127,895 | |
| | T-Mobile Usa Inc | 6.125 Due 01-15-2022 | | | | 101,750 | |
| | T-Mobile Usa Inc | 6.542% Due 04-28-2020 | | | | 265,625 | |
| | T-Mobile Usa Inc | 6.731% Due 04-28-2022 | | | | 417,000 | |
| | T-Mobile Usa Inc | 6.836 Due 04-28-2023 | | | | 103,750 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Corporate debt instruments (continued) | | | | |
| | Tms International Corp | 7.625 Due 10-15-2021 | | | $ | 318,750 | |
| | Toledo Edison Co | 7.25% Due 05-01-2020 | | | | 97,744 | |
| | Tomkins Llc | Due 10-01-2018 | | | | 9,855 | |
| | Trans Un Llc | 11.375 Due 06-15-2018 Reg | | | | 428,370 | |
| | Transdigm Inc | 7.75% Due 12-15-2018 | | | | 246,675 | |
| | Transunion Hldg Co | 8.125 Due 06-15-2018 | | | | 209,945 | |
| | Transunion Hldg Co Inc | 9.625 Due 06-15-2018 Reg | | | | 170,925 | |
| | Treehouse Foods | 7.75% Due 03-01-2018 | | | | 549,938 | |
| | Tronox Fin Llc | 6.375 Due 08-15-2020 | | | | 510,000 | |
| | UBS AG Jersey | Brh 22/02/2022 | | | | 329,478 | |
| | Unit Corp | 6.625% Due 05-15-2021 | | | | 369,250 | |
| | United Surgical Partners Intl Inc | Incremental Term Loan Due 04-03-2019 Beo | | | | 348,680 | |
| | Unitymedia Hessen | Gmbh & Co Kg / Unitymedia Nrw Gmbh 144A 5.5 01-15-2023 | | | | 194,000 | |
| | Univision Communications Inc | Sr Nt144A 8.5% Due 05-15-2021/11-23-2010 Beo | | | | 495,000 | |
| | Unvl Hosp Svcs Inc | 7.625 Due 08-15-2020 | | | | 539,105 | |
| | US Foods Inc | 8.5% Due 06-30-2019 | | | | 766,500 | |
| | USI Holdings Corp | Term Bank Loan Due 12-27-2019 Beo | | | | 497,739 | |
| | Valeant Pharmaceuticals Intl | Nt 144A 6.875 Due 12-01-2018/11-23-2010 | | | | 535,000 | |
| | Verizon Communications | 5.15 Bds Due 09-15-2023 Usd2000 Reg | | | | 107,369 | |
| | Verizon Communications | 6.55 Bds Due 09-15-2043 Usd2000 Beo | | | | 116,996 | |
| | Vimpelcom Hldgs | 9.0% 13/02/2018 | | | | 786,994 | |
| | Vpi PI Escrow Corp | Nt 6.375 Due 10-15-2020 | | | | 526,875 | |
| | VPII Escr Corp | Nt 7.5 Due 07-15-2021 | | | | 109,750 | |
| | Wachovia Bk Coml Mtg | Pass-Th Cl A-2 5.5 10-15-48 Reg | | | | 16,149 | |
| | Wamu | 2005-Ar7 Cl A-2 Due 08-25-2035 Reg | | | | 56,164 | |
| | Wells Fargo | 2004-Aa Tr Mtg Pthru Ctf Cl A-1 Var 12-25-34 Reg | | | | 136,929 | |
| | West Corp | Sr Nt 8.625 10-1-2018 | | | | 462,188 | |
| | Weyerhaeuser Co | 7.375% Due 10-01-2019 | | | | 242,478 | |
| | Wideopenwest Fin | 10.25% Due 07-15-2019 | | | | 610,500 | |
| | Windstream Corp | 7.5 Due 04-01-2023 | | | | 854,250 | |
| | Wmg Acquisition Corp | Sr Secd Nt 144A 6% Due 01-15-2021/11-01-2012 Beo | | | | 519,375 | |
| | | | | | | | |
| | Common stock | | | | | | |
| | 3M Co Com | 79,500 Shares Of Common Stock | | | | 11,149,875 | |
| | 5th 3rd Bancorp Com | 18,375 Shares Of Common Stock | | | | 386,426 | |
| | 5th 3rd Bancorp Com | 230,296 Shares Of Common Stock | | | | 4,843,125 | |
| | Adr Gerdau S A Sponsored Adr | 162,900 Shares Of Common Stock | | | | 1,277,136 | |
| | Adr Royal Dutch Shell Plc Sponsor | 67,400 Shares Of Common Stock | | | | 4,803,598 | |
| | AES Corp Com | 434,200 Shares Of Common Stock | | | | 6,300,242 | |
| | AES Corp Com | 82,050 Shares Of Common Stock | | | | 1,190,545 | |
| | Aetna Inc | 16,425 Shares Of Common Stock | | | | 1,126,591 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Common stock (continued) | | | | | |
| | Agilent Technologies Inc Com | 16,975 Shares Of Common Stock | | | $ | 970,800 | |
| | Allegion Plc Common Stock | 18,700 Shares Of Common Stock | | | | 826,352 | |
| | Alliant Techsystems Inc Com | 6,755 Shares Of Common Stock | | | | 821,948 | |
| | Allstate Corp Com | 6,950 Shares Of Common Stock | | | | 379,053 | |
| | Allstate Corp Com | 128,800 Shares Of Common Stock | | | | 7,024,752 | |
| | Ameren Corp Com | 30,700 Shares Of Common Stock | | | | 1,110,112 | |
| | American Airlines Inc Com | 28,975 Shares Of Common Stock | | | | 731,619 | |
| | American Express Co | 85,800 Shares Of Common Stock | | | | 7,784,634 | |
| | Ameriprise Finl Inc Com | 44,900 Shares Of Common Stock | | | | 5,165,745 | |
| | Amgen Inc Com | 51,144 Shares Of Common Stock | | | | 5,838,599 | |
| | Anadarko Petro Corp Com | 19,000 Shares Of Common Stock | | | | 1,507,080 | |
| | Apache Corp Com | 102,400 Shares Of Common Stock | | | | 8,800,256 | |
| | AT&T Inc Com | 284,700 Shares Of Common Stock | | | | 10,010,052 | |
| | Atmos Energy Corp Com | 26,525 Shares Of Common Stock | | | | 1,204,766 | |
| | Avnet Inc Com | 6,550 Shares Of Common Stock | | | | 288,921 | |
| | Avon Products Inc Com | 189,934 Shares Of Common Stock | | | | 3,270,663 | |
| | Baker Hughes Inc Com | 80,955 Shares Of Common Stock | | | | 4,473,573 | |
| | Bank Of America Corp | 684,000 Shares Of Common Stock | | | | 10,649,880 | |
| | Barrick Gold Corp | 34,175 Shares Of Common Stock | | | | 602,505 | |
| | Best Buy Inc Com Stk | 29,875 Shares Of Common Stock | | | | 1,191,415 | |
| | Biomed | 56,150 Reit Tr Sh Ben Int | | | | 1,017,438 | |
| | Boeing Co Com | 39,800 Shares Of Common Stock | | | | 5,432,302 | |
| | Boston Scientific Corp Com | 48,875 Shares Of Common Stock | | | | 587,477 | |
| | Brandywine | 60,100 Reit Tr Sh Ben Int | | | | 846,809 | |
| | Canadian Pac Ry Ltd Com Canadian | 54,600 Shares Of Common Stock | | | | 8,262,072 | |
| | Cardinal Hlth Inc | 19,850 Shares Of Common Stock | | | | 1,326,179 | |
| | Carnival Corp Com Paired | 158,600 Shares Of Common Stock | | | | 6,370,962 | |
| | CBL & Assoc | 58,025 Reit Tr Sh Ben Int | | | | 1,042,129 | |
| | Cbre Group Inc Cl A Cl A | 15,550 Shares Of Common Stock | | | | 408,965 | |
| | Celanese Corp Del Com Ser A | 191,400 Shares Of Common Stock | | | | 10,586,334 | |
| | Chesapeake Energy Corp Com | 49,700 Shares Of Common Stock | | | | 1,348,858 | |
| | Chevron Corp Com | 99,271 Shares Of Common Stock | | | | 12,399,941 | |
| | Cimarex Energy Co Com | 12,875 Shares Of Common Stock | | | | 1,350,716 | |
| | Cisco Systems Inc | 309,100 Shares Of Common Stock | | | | 6,939,295 | |
| | Cit Group Inc New Com | 6,675 Shares Of Common Stock | | | | 347,968 | |
| | Cleco Corp New Com | 18,600 Shares Of Common Stock | | | | 867,132 | |
| | CMS Energy Corp Com | 49,400 Shares Of Common Stock | | | | 1,322,438 | |
| | Comcast Corp New Cl A Spl | 45,700 Shares Of Common Stock | | | | 2,279,516 | |
| | Comcast Corp New-Cl A | 67,938 Shares Of Common Stock | | | | 3,530,398 | |
| | Consol Energy Inc Com | 92,100 Shares Of Common Stock | | | | 3,503,484 | |
| | Covidien Plc Usd0.20(Post Consld) | 85,300 Shares Of Common Stock | | | | 5,808,930 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Common stock (continued) | | | | | |
| | Dell Inc Com Stk | 357,500 Shares Of Common Stock | | | $ | 4,915,625 | |
| | Delta Air Lines Inc Del Com New C | 34,800 Shares Of Common Stock | | | | 955,956 | |
| | Dillards Inc Cl A Com | 5,075 Shares Of Common Stock | | | | 493,341 | |
| | Discover Finl Svcs Com Stk | 9,775 Shares Of Common Stock | | | | 546,911 | |
| | Donnelley R R & Sons Co Com | 21,625 Shares Of Common Stock | | | | 438,555 | |
| | Dover Corp Com | 2,980 Shares Of Common Stock | | | | 287,689 | |
| | Dupont Fabros Tech Inc | 24,875 Reit Tr Sh Ben Int | | | | 614,661 | |
| | Electr Arts Com | 19,175 Shares Of Common Stock | | | | 439,874 | |
| | Emerson Electric Co Com | 50,100 Shares Of Common Stock | | | | 3,516,018 | |
| | Energizer Hldgs Inc Com | 8,455 Shares Of Common Stock | | | | 915,169 | |
| | Entergy Corp New Com | 86,354 Shares Of Common Stock | | | | 5,463,618 | |
| | EQT Corp Com | 55,900 Shares Of Common Stock | | | | 5,018,702 | |
| | Everest Re Group Com | 2,180 Shares Of Common Stock | | | | 339,797 | |
| | Exelon Corp Com | 156,100 Shares Of Common Stock | | | | 4,275,579 | |
| | Exxon Mobil Corp Com | 125,700 Shares Of Common Stock | | | | 12,720,840 | |
| | Finisar Corporation Common Stock | 47,475 Shares Of Common Stock | | | | 1,135,602 | |
| | First Solar Inc Com | 10,500 Shares Of Common Stock | | | | 573,720 | |
| | Gannett Inc Com | 24,750 Shares Of Common Stock | | | | 732,105 | |
| | Gen Mtrs Co Com | 236,100 Shares Of Common Stock | | | | 9,649,407 | |
| | Generac Hldgs Inc Com Stk | 16,700 Shares Of Common Stock | | | | 945,888 | |
| | General Electric Co | 401,963 Shares Of Common Stock | | | | 11,267,023 | |
| | Goldman Sachs Group Inc Com | 13,619 Shares Of Common Stock | | | | 2,414,104 | |
| | Graphic Packaging Hldg Co Com Stk | 76,425 Shares Of Common Stock | | | | 733,680 | |
| | Guess Inc Com | 8,150 Shares Of Common Stock | | | | 253,220 | |
| | Hanesbrands Inc Com Stk | 10,325 Shares Of Common Stock | | | | 725,538 | |
| | HCC Ins Hldgs Inc Com | 16,400 Shares Of Common Stock | | | | 756,696 | |
| | Hess Corp Com Stk | 67,300 Shares Of Common Stock | | | | 5,585,900 | |
| | Honeywell Intl Inc Com Stk | 67,200 Shares Of Common Stock | | | | 6,140,064 | |
| | Huntington Bancshares Inc Com | 155,725 Shares Of Common Stock | | | | 1,502,746 | |
| | Huntington Ingalls Inds Inc Com | 2,710 Shares Of Common Stock | | | | 243,927 | |
| | Huntsman Corp Com Stk | 30,825 Shares Of Common Stock | | | | 758,295 | |
| | Ill Tool Wks Inc Com | 56,300 Shares Of Common Stock | | | | 4,733,704 | |
| | ING U S Inc Com | 43,375 Shares Of Common Stock | | | | 1,524,631 | |
| | Ingersoll-Rand Plc Com Stk | 54,500 Shares Of Common Stock | | | | 3,357,200 | |
| | Intl Paper Co Com | 251,800 Shares Of Common Stock | | | | 12,345,754 | |
| | Invesco Ltd | 122,100 Shares Of Common Stock | | | | 4,444,440 | |
| | Invesco Ltd | 46,100 Shares Of Common Stock | | | | 1,678,040 | |
| | ITT Corporation W/I | 14,200 Shares Of Common Stock | | | | 616,564 | |
| | Johnson & Johnson Com U | 109,200 Shares Of Common Stock | | | | 10,001,628 | |
| | Jpmorgan Chase & Co Com | 287,403 Shares Of Common Stock | | | | 16,807,327 | |
| | Kellogg Co Com | 59,200 Shares Of Common Stock | | | | 3,615,344 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Common stock (continued) | | | | | |
| | Kohls Corp Com | 133,758 Shares Of Common Stock | | | $ | 7,590,767 | |
| | Lam Resh Corp Com | 18,000 Shares Of Common Stock | | | | 980,100 | |
| | Lear Corp Com New Com New | 5,750 Shares Of Common Stock | | | | 465,578 | |
| | Liberty | 31,525 Reit Tr Sh Ben Int | | | | 1,067,752 | |
| | Liberty Media Corp Cl A Cl A | 10,400 Shares Of Common Stock | | | | 1,523,080 | |
| | Lincoln Natl Corp Com | 19,250 Shares Of Common Stock | | | | 993,685 | |
| | Lockheed Martin Corp Com | 18,800 Shares Of Common Stock | | | | 2,794,808 | |
| | Lorillard Inc Com Stk | 19,750 Shares Of Common Stock | | | | 1,000,930 | |
| | Lowes Cos Inc Com | 272,800 Shares Of Common Stock | | | | 13,517,240 | |
| | Magna International Inc Common St | 10,795 Shares Of Common Stock | | | | 885,838 | |
| | Mallinckrodt Plc Common Stock | 11,462 Shares Of Common Stock | | | | 599,004 | |
| | Manpowergroup Inc | 19,125 Shares Of Common Stock | | | 1,642,072 | |
| | Marsh & Mclennan Co'S Inc Com | 206,853 Shares Of Common Stock | | | | 10,003,411 | |
| | Marvell Tech Group Com | 24,100 Shares Of Common Stock | | | | 346,558 | |
| | Merck & Co Inc New Com | 237,990 Shares Of Common Stock | | | | 11,911,399 | |
| | Methanex Corp Com Stk | 5,200 Shares Of Common Stock | | | | 308,048 | |
| | Metlife Inc Com Stk | 107,600 Shares Of Common Stock | | | | 5,801,792 | |
| | MGM Resorts International Com | 28,500 Shares Of Common Stock | | | | 670,320 | |
| | Micron Tech Inc Com | 32,525 Shares Of Common Stock | | | | 707,744 | |
| | Microsoft Corp Com | 270,861 Shares Of Common Stock | | | | 10,138,327 | |
| | Mohawk Inds Inc Com | 3,770 Shares Of Common Stock | | | | 561,353 | |
| | MRC Global Inc Com | 32,025 Shares Of Common Stock | | | | 1,033,127 | |
| | Murphy Oil Corp Com | 6,600 Shares Of Common Stock | | | | 428,208 | |
| | Myriad Genetics Inc Com | 5,525 Shares Of Common Stock | | | | 115,915 | |
| | Nationstar Mtg Hldgs Inc Com Stk | 13,825 Shares Of Common Stock | | | | 510,972 | |
| | Newfield Exploration | 40,800 Shares Of Common Stock | | | | 1,004,904 | |
| | NRG Energy Inc Com New | 300,200 Shares Of Common Stock | | | | 8,621,744 | |
| | NXP Semiconductors N V Com Stk | 15,775 Shares Of Common Stock | | | | 724,546 | |
| | Omnicare Inc Com | 10,425 Shares Of Common Stock | | | | 629,253 | |
| | Owens Ill Inc Com New | 31,525 Shares Of Common Stock | | | | 1,127,965 | |
| | Parker-Hannifin Corp Com | 7,125 Shares Of Common Stock | | | | 916,560 | |
| | Peabody Energy Corp Com Stk | 47,875 Shares Of Common Stock | | | | 934,999 | |
| | Pepsico Inc Com | 71,006 Shares Of Common Stock | | | | 5,889,238 | |
| | Pfizer Inc Com | 503,060 Shares Of Common Stock | | | | 15,408,728 | |
| | PG& E Corp Com | 137,700 Shares Of Common Stock | | | | 5,546,556 | |
| | PNC Financial Services Group Com | 56,418 Shares Of Common Stock | | | | 4,376,908 | |
| | Procter & Gamble Com Npv | 107,209 Shares Of Common Stock | | | | 8,727,885 | |
| | Raytheon Co Usd0.01 | 58,600 Shares Of Common Stock | | | | 5,315,020 | |
| | Regions Finl Corp New Com | 158,725 Shares Of Common Stock | | | | 1,569,790 | |
| | Rite Aid Corp Com | 88,650 Shares Of Common Stock | | | | 448,569 | |
| | S.W. Airl Co Com | 597,700 Shares Of Common Stock | | | | 11,260,668 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Common stock (continued) | | | | | |
| | Sandisk Corp Com | 5,100 Shares Of Common Stock | | | $ | 359,754 | |
| | Schwab Charles Corp Com New | 194,394 Shares Of Common Stock | | | | 5,054,244 | |
| | Skyworks Solutions Inc Com | 12,525 Shares Of Common Stock | | | | 357,714 | |
| | SLM Corp Com | 164,800 Shares Of Common Stock | | | | 4,330,944 | |
| | Spectra Energy Corp Com Stk | 118,300 Shares Of Common Stock | | | | 4,213,846 | |
| | St Joe Co Com | 104,600 Shares Of Common Stock | | | | 2,007,274 | |
| | St Jude Med Inc Com | 7,600 Shares Of Common Stock | | | | 470,820 | |
| | Starwood Hotels & Resorts | 4,485 Shares Of Common Stock | | | | 356,333 | |
| | Super Valu Inc Com | 76,425 Shares Of Common Stock | | | | 557,138 | |
| | Swift Transn Co Cl A Com Stk | 31,250 Shares Of Common Stock | | | | 694,062 | |
| | TE Connectivity Ltd | 76,300 Shares Of Common Stock | | | | 4,204,893 | |
| | Terex Corp New Com | 10,250 Shares Of Common Stock | | | | 430,398 | |
| | Texas Instruments Inc Com | 101,800 Shares Of Common Stock | | | | 4,470,038 | |
| | Thermo Fisher Corp | 81,200 Shares Of Common Stock | | | | 9,041,620 | |
| | Tidewater Inc Com | 800 Shares Of Common Stock | | | | 47,416 | |
| | Time Warner Cable Inc Com | 67,090 Shares Of Common Stock | | | | 9,090,695 | |
| | Time Warner Inc Usd0.01 | 136,693 Shares Of Common Stock | | | | 9,530,236 | |
| | Tivo Inc Com | 50,675 Shares Of Common Stock | | | | 664,856 | |
| | Tyson Foods Inc Cl A Com | 10,100 Shares Of Common Stock | | | | 337,946 | |
| | Union Pac Corp Com | 45,800 Shares Of Common Stock | | | | 7,694,400 | |
| | United Technologies Corp Com | 80,400 Shares Of Common Stock | | | | 9,149,520 | |
| | Unum Group | 10,200 Shares Of Common Stock | | | | 357,816 | |
| | Unvl Health Services Inc Cl B | 9,300 Shares Of Common Stock | | | | 755,718 | |
| | US Bancorp | 200,935 Shares Of Common Stock | | | | 8,117,774 | |
| | Validus Holding Ltd Com Stk | 18,800 Shares Of Common Stock | | | | 757,452 | |
| | Vulcan Materials Co Com | 54,400 Shares Of Common Stock | | | | 3,232,448 | |
| | Wal-Mart Stores Inc Com | 48,100 Shares Of Common Stock | | | | 3,784,989 | |
| | Web Com Group Inc Com | 32,950 Shares Of Common Stock | | | | 1,047,480 | |
| | Webster Fncl Corp | 23,075 Shares Of Common Stock | | | | 719,479 | |
| | Wells Fargo & Co | 127,304 Shares Of Common Stock | | | | 5,779,602 | |
| | Wendys Co Com | 40,250 Shares Of Common Stock | | | | 350,980 | |
| | Western Union Co | 197,794 Shares Of Common Stock | | | | 3,411,947 | |
| | Westn Refng Inc Com | 17,525 Shares Of Common Stock | | | | 743,235 | |
| | Weyerhaeuser Co | 37,575 Shares Of Common Stock | | | | 1,186,243 | |
| | Whirlpool Corp Com | 3,990 Shares Of Common Stock | | | | 625,871 | |
| | Whiting Pete Corp Com Stk | 15,675 Shares Of Common Stock | | | | 969,812 | |
| | Xerox Corp Com | 39,575 Shares Of Common Stock | | | | 481,628 | |
| | XL Group PLC Ord | 171,819 Shares Of Common Stock | | | | 5,470,717 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Employer stock | | | | | |
| * | Morgan Stanley | 48,740,211 Shares Of Employer Common Stock | | | $ | 1,528,493,017 | |
| | | | | | | | |
| | Common collective trusts | | | | | | |
| * | Northern Trust | Short Term Investment Fund | | | | 10,103,960 | |
| * | Northern Trust | Short Term Investment Fund | | | | 2,711,994 | |
| * | Northern Trust | Short Term Investment Fund | | | | 6,992 | |
| | Systematic | Short Term Investment Fund | | | | 1,883,740 | |
| | Artisan | International Fund | | | | 119,076,548 | |
| | Blackrock | Extd Eqty Mkt Fd F | | | | 126,273,816 | |
| | Blackrock | Lifepath 2020 Fund; 5,733,103 shares | | | | 76,711,864 | |
| | Blackrock | Lifepath Index 2015 Fund; 7,839,551 shares | | | | 100,545,383 | |
| | Blackrock | Lifepath Index 2025 Fund; 6,743,123 shares | | | | 86,907,391 | |
| | Blackrock | Lifepath Index 2030 Fund; 7,341,417 shares | | | | 94,337,210 | |
| | Blackrock | Lifepath Index 2035 Fund; 13,150,121 shares | | | | 168,425,438 | |
| | Blackrock | Lifepath Index 2040 Fund; 5,667,651 shares | | | | 72,324,333 | |
| | Blackrock | Lifepath Index 2045 Fund; 4,947,460 shares | | | | 62,864,408 | |
| | Blackrock | Lifepath Index 2050 Fund; 4,204,600 shares | | | | 54,012,715 | |
| | Blackrock | Lifepath Index 2055 Fund; 1,366,676 shares | | | | 21,010,313 | |
| | Blackrock | Lifepath Index Retirement Fund; 3,844,733 shares | | | | 51,324,882 | |
| | Blackrock | US Debt Index Non L Fund; 6,005,200 shares | | | | 75,312,409 | |
| | Blackrock | MSCI ACWI Ex-US Fund; 3,993,161 shares | | | | 89,673,625 | |
| | Mellon | Mellon S&P 500 Index; 3,079,514 shares | | | | 572,266,048 | |
| | Pyramis | Select International Small Cap Fund; 1,668,696 shares | | | | 76,359,526 | |
| | | | | | | | |
| | Mutual funds (RIC's) | | | | | | |
| * | MSIF | Cap Growth; 14,437,932 shares | | | | 554,127,823 | |
| * | MSIF | Emerging Mkts I Fund; 13,038,884 shares | | | | 321,278,099 | |
| * | MSIF | Mid Cap Growth; 6,796,759 shares | | | | 307,961,129 | |
| * | MSIF | International Equity I; 16,247,554 shares | | | | 275,883,474 | |
| | Royce | Special Equity Fund; 7,563,782 shares | | | | 188,186,902 | |
| * | MSIF | Small Company Growth I; 8,880,739 shares | | | | 182,499,185 | |
| | Blackrock | Liquidity Fds; 636,525,839 shares | | | | 636,525,839 | |
| * | MSIF | Global Real Estate I Fund; 14,978,987 shares | | | | 148,441,763 | |
| | PIMCO | Foreign Bond Fund | | | | 38,472,838 | |
| | PIMCO | Low Duration Open End Fd; 3,533,284 shares | | | | 36,498,820 | |
| | Eaton Vance | Global Macro Absolute Ret Fd; 2,569,229 shares | | | | 24,202,139 | |
| | Highbridge | Dynamic Comm Strtgy Fd; 1,112,205 shares | | | | 13,090,647 | |
| | | | | | | | |
| | Other | | | | | | |
| | Australia(Cmnwlth) | Idx/Lkd Bds 20/08/2020 Aud | | | | 327,097 | |
| | Banco Nac De Desen Econo | 5.75 Due 09-26-2023 Reg | | | | 1,324,925 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Other (continued) | | | | | |
| | Bay Area Toll Auth Cal | 7.043% 04-01-2050 Beo Taxable | | | $ | 307,307 | |
| | Brazil(Federative Republic Of) | 10% 01/01/17 | | | | 5,187,826 | |
| | Buoni Poliennali Del Tes | Bnds 2.1% 15/09/2016 | | | | 2,125,376 | |
| | California | 5.7% 11-01-2021 Beo Taxable | | | | 112,546 | |
| | California | 7.7% 11-01-2030 Beo Taxable | | | | 115,832 | |
| | California | 7.95 03-01-2036 Beo Taxable | | | | 116,019 | |
| | Canada Housing Tr Bd | 2.45% 15/12/2015 | | | | 674,869 | |
| | Chile(Rep Of) | 5.5% Bds 05/08/20 Clp500000 | | | | 139,108 | |
| | Citigroup | Buy To Open Repo W/Citigroup .01% From 12-31-2013 To 01-02-2014 | | | | 1,100,000 | |
| | Colombia(Rep Of) | 12% Bds 22/10/15 Cop1000000 | | | | 1,210,720 | |
| | Colombia(Rep Of) | 4.375% Bds 21/03/23 Cop5000 | | | | 471,238 | |
| | Colombia(Rep Of) | 9.85% Snr Bds 28/06/27 Cop | | | | 461,458 | |
| | Dallas Tex | 5% 02-15-2024 Beo | | | | 457,204 | |
| | Dist Colo Swrrev 5.018 | Swrrev 5.018% 04-01-2020 Beo Taxable | | | | 450,106 | |
| | Eskom Holdings Limit | Dtd 01-26-2011 5.75% Due 01-26-2021 Reg | | | | 1,836,865 | |
| | Export Import Bk Korea | Nt 5.125% Due 06-29-2020 Reg | | | | 549,362 | |
| | Fed Rep Of Nigeria | 16.39% Bds 27/01/22 Ngn1000 | | | | 367,874 | |
| | Germany(Fed Rep) | Idx/Lkd 15/04/18 Eur | | | | 1,976,873 | |
| | Harris Cnty Tex | Lien-Ser A 5% Due 08-15-2026/08-15-2022 Beo | | | | 111,979 | |
| | Harris Cnty Tex | Lien-Ser A 5% Due 08-15-2027/08-15-2022 Beo | | | | 111,118 | |
| | Hungary(Rep Of) | 6% Bds 24/11/2023 Huf | | | | 3,911,714 | |
| | Indiana | St Fin Auth Rev 6.596% 02-01-2039 Beo Taxable | | | | 828,698 | |
| | Los Angeles Cnty Calif | Pub Wks Fing Authlease Rev 6.091% 08-01-2022 Beo Taxable | | | | 420,680 | |
| | Malaysia(Govt Of) | 3.314% Nts 31/10/17 Myr1000 | | | | 753,637 | |
| | Malaysian Government | Bnds 3.434% 15/08/2014 | | | | 2,904,503 | |
| | Mexico | Bonos Protecc 30/01/2020 | | | | 115,976 | |
| | Mexico | Bonos Protecc Tbond 19/03/2015 | | | | 115,996 | |
| | Mexico | 7.5% Mbonos 03/06/27 Mxn100 | | | | 7,992,107 | |
| | Michigan | Univ Revs 6.173% 02-15-2050 Beo Taxable | | | | 524,685 | |
| | New Sth Wales Tsy | 2.75% I/Lkd 20/11/25 Aud | | | | 112,090 | |
| | New York | Taxrev 5.289% 03-15-2033 Beo Taxable | | | | 530,430 | |
| | New Zealand(Govt) | Idx/Lkd Bds 20/09/2025Nzd | | | | 540,317 | |
| | Ont (Prov Of) Bd | 1.875 Due 09-15-2015 Beo | | | | 512,071 | |
| | Peru(Rep Of) | 8.6% Bds 12/08/17 Pen100 | | | | 727,680 | |
| | Peru(Rep Of) | 144A 6.95% Due 08-12-2031 Beo | | | | 414,186 | |
| | Poland(Rep Of) | 3.75% 25/04/2018 | | | | 1,258,881 | |
| | Poland(Rep Of) | 5.5% Bds 25/10/19 Pln1000 | | | | 3,598,057 | |
| | Poland(Rep Of) | 5.75% Bds 25/10/2021 Pln | | | | 1,818,068 | |
| | Russian Federation | 7.85% Bds 10/03/18 Rub'144A | | | | 1,100,487 | |
| | Russian Federation | 8.15% Bds 03/02/2027 | | | | 4,622,155 | |
| | Seminole Cnty Fl | Fla Wtr & Swr Rev 6.443% 10-01-2040 Beo Taxable | | | | 428,664 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Other (continued) | | | | | |
| | Slovenia(Rep Of) | 4.7% Snr 01/11/16 Dual Curr | | | $ | 286,104 | |
| | Sth Africa(Rep Of) | 7.25% Nts 15/01/20 Zar'R207 | | | | 5,353,372 | |
| | Texas | Transn Commn St Hwy Fd Rev 5.028% 04-01-2026 Beo Taxable | | | | 537,810 | |
| | Thailand(Kingdom) | 3.625% Bds 22/05/15 Thb | | | | 1,082,273 | |
| | Thailand(Kingdom) | 5.25% Bds 12/05/14 Thb | | | | 448,891 | |
| | Turkey(Rep Of) | 10% Bds 17/06/2015 Try1000 | | | | 1,536,813 | |
| | Turkey(Rep Of) | 10.5% Bds 15/01/20 Try1000 | | | | 504,206 | |
| | Turkey(Rep Of) | 8.5% Bds 14/09/2022 Try100 | | | | 519,050 | |
| | Turkey(Rep Of) | 9% Bds 08/03/17 Try1000 | | | | 1,267,396 | |
| | Turkey(Republic Of) | 9% Bds 27/01/16 Try1 | | | | 730,668 | |
| | Uk(Govt Of) 0.125% I | 0.125% Idx/Lkd 11/19 Gbp | | | | 2,287,611 | |
| | Uk(Govt Of) 1.25% I/ | 1.25% I/L Stk 22/11/17 Gbp | | | | 475,961 | |
| | Venezuela(Rep Of) | Wts 0.0% 15/04/2020 | | | | 55,401 | |
| | Waha Aerospace B V G | Gtd Bd 144A 3.925 Due07-28-2020 Beo Sinking Fund 07-28-2014 | | | | 514,500 | |
| | | | | | | | |
| | Shorts/Swaps/Options/Futures | | | | | | |
| | IRS | 19/06/2023 SWU002SB9 | | | | 563,223 | |
| | IRS | UBSWUS USD P 3.25%/R 3M LIBOR 12/18/2043 SWU004QS0 | | | | 180,448 | |
| | IRS | GOLDUS USD P 3.5%/R 3M LIBOR 12/18/2043 SWU004X94 | | | | 131,242 | |
| | IRS | CSFBUS USD P 3.5%/R 3M LIBOR 12/18/2043 SWU004X94 | | | | 16,405 | |
| | IRS | CSFBUS USD P 1.4%/R 3M LIBOR 03/20/2018 SWU003KG4 | | | | 3,005 | |
| | RPI | EUR FRC CPI X-TOB/2.1% BNPAFRPP 25/07/2021 SWU004B15 | | | | 135,568 | |
| | RPI | EUR FRC CPI X-TOB/2.1% CHASUS33 25/07/2021 SWU004B23 | | | | 64,556 | |
| | RPI | EUR FRC CPI X-TOB/2.1% RBOSGB2RTCM 25/07/2021 SWU004B31 | | | 64,556 | |
| | RPI | EUR FRC CPI X-TOB/2.1075% BNPAFRPP 08/10/2023 SWU035HT2 | | | | 10,046 | |
| | RPI | EUR FRC CPI X-TOB/1.95% CSFPGB2L 25/07/2023 SWU006J12 | | | | 4,712 | |
| | CITIUS33 | 6M 3.45%/3MLIBOR European 317U497D4 09-21-2015 | | | | 84,483 | |
| | DEUTGB2L | 6M 3.875%/3MLIBOREuropean 317U994C4 04-14-2014 | | | | 31,578 | |
| | RBOSGB2R | CM 3.45 / LIBOR EUROPEAN 317U488D5 09-21-2015 | | | | 135,177 | |
| | BARCLAYS BANK PLC | FX DEAL - 14 NOV, 2013 DKK USD EX.RATE 5.549100 | | | | 4,735 | |
| | BNP PARIBAS PARIS | FX DEAL - 06 DEC, 2013 USD MXN EX.RATE 0.076378 | | | | 1,179 | |
| | BNP PARIBAS PARIS | FX DEAL - 09 DEC, 2013 USD MXN EX.RATE 0.076314 | | | | 998 | |
| | CITIBANK N.A. | FX DEAL - 25 NOV, 2013 USD AUD EX.RATE 0.912617 | | | | 7,242 | |
| | CITIBANK N.A. | FX DEAL - 18 DEC, 2013 EUR USD EX.RATE 0.726374 | | | | 5,098 | |
| | CITIBANK N.A. | FX DEAL - 18 DEC, 2013 USD CAD EX.RATE 0.942227 | | | | 2,283 | |
| | CREDIT SUISSE INTL | FX DEAL - 31 DEC, 2013 USD BRL EX.RATE 0.426876 | | | | 6,403 | |
| | DEUTSCHE BANK AG | FX DEAL - 23 SEP, 2013 USD BRL EX.RATE 0.441676 | | | | 18,477 | |
| | DEUTSCHE BANK AG | FX DEAL - 19 DEC, 2013 NZD USD EX.RATE 1.225183 | | | | 4,353 | |
| | HSBC BANK USA, N.A. | FX DEAL - 14 NOV, 2013 USD JPY EX.RATE 0.010070 | | | | 2,825 | |
| | JPMORGAN CHASE, N.A. | FX DEAL - 18 DEC, 2013 USD MXN EX.RATE 0.076819 | | | | 12,762 | |
| | JPMORGAN CHASE, N.A. | FX DEAL - 18 DEC, 2013 USD BRL EX.RATE 0.427076 | | | | 10,125 | |
(continued)
MORGAN STANLEY 401(k) PLAN
Plan Number 003, Employer Identification Number 20-8764829
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2013
| | | | | | (e) | |
| | (b) | (c) | (d) | | Current | |
| (a) | Identity of Issuer | Description of Investment | Cost** | | Value | |
| | Shorts/Swaps/Options/Futures (continued) | | | | |
| | JPMORGAN CHASE, N.A. | FX DEAL - 31 DEC, 2013 USD BRL EX.RATE 0.426876 | | | | 9,514 | |
| | JPMORGAN CHASE, LONDON | FX DEAL - 27 DEC, 2013 USD BRL EX.RATE 0.425260 | | | | 383 | |
| | ROYAL BANK OF CANADA | FX DEAL - 10 DEC, 2013 USD BRL EX.RATE 0.430941 | | | | 7,340 | |
| | CHASUS33 | SELL PROTECTION CDX EMS20V1 5Y 12-20-2018 SWPC00BX3 | | | $ | 91,343 | |
| | CHASUS33 | SELL PROTECTIONBP CAP MKTS AMER INC 06-20-2015 SWPC410H4 | | | 36,543 | |
| | CHASUS33 | SELL PROTECTION QATAR(STATE OF) 03-20-2016 SWPC238L5 | | | | 3,594 | |
| | DEUTGB2L | SELL PROTECTION QATAR(STATE OF) 03-20-2016 SWPC256L2 | | | | 1,797 | |
| | GSILGB2X | SELL PROTECTION BP CAP MKTS AMER INC 06-20-2015 SWPC436H4 | | | 7,309 | |
| | UBS | Cash Collateral | | | | 94,000 | |
| | Credit Suisse | Cash Collateral | | | | 31,000 | |
| | | | | | | |
| | Participant-directed investments at fair value | | | $ | 7,128,480,923 | |
| * | Various Participants | Participant Loans (secured by account, rates randing from | | | | | |
| | | 4.25% to 10.50% with maturity dates ranging from 2014 to 2028) | | | $ | 87,417,179 | |
| | ** | Cost information is not required for Participant-directed investments and therefore is not included. |
See Report of Independent Registered Public Accounting Firm
