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| MORGAN STANLEY |
| End Notes |
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(1) | From time to time, Morgan Stanley may disclose certain “non-GAAP financial measures” in the course of its earnings releases, earnings conference calls, |
| financial presentations and otherwise. For these purposes, “GAAP” refers to generally accepted accounting principles in the United States. The |
| Securities and Exchange Commission (SEC) defines a “non-GAAP financial measure” as a numerical measure of historical or future financial performance, |
| financial positions, or cash flows that is subject to adjustments that effectively exclude, or include amounts from the most directly comparable measure |
| calculated and presented in accordance with GAAP. Non-GAAP financial measures disclosed by Morgan Stanley are provided as additional information |
| to investors in order to provide them with greater transparency about, or an alternative method for assessing, our financial condition and operating results. |
| These measures are not in accordance with, or a substitute for GAAP, and may be different from or inconsistent with non-GAAP financial measures used |
| by other companies. Whenever we refer to a non-GAAP financial measure, we will also generally present the most directly comparable financial measure |
| calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we |
| reference and such comparable GAAP financial measure. |
(2) | Income (loss) applicable to Morgan Stanley represents income (loss) from continuing operations, adjusted for the portion of net income (loss) applicable |
| to noncontrolling interests related to continuing operations. For the quarter and nine months ended September 30, 2012 net income (loss) applicable to noncontrolling |
| interests included $17 million and $26 million respectively, reported as a gain in discontinued operations. |
(3) | The return on average common equity equals income applicable to Morgan Stanley less preferred dividends as a percentage of average common equity. |
| The return on average common equity excluding DVA is adjusted for DVA in the numerator and denominator. For the quarter ended June 30, 2013 and nine months |
| ended September 30, 2013, the Firm included a negative adjustment of approximately $151 million (net of tax) to reflect the difference between the purchase price |
| of the 35% redeemable noncontrolling interest in the Morgan Stanley Smith Barney Joint Venture and its carrying value. |
(4) | Tier 1 common capital ratio equals Tier 1 common equity divided by risk-weighted assets (RWAs). |
(5) | Tier 1 capital ratio equals Tier 1 capital divided by RWAs. |
(6) | Book value per common share equals common equity divided by period end common shares outstanding. |
(7) | Tangible book value per common share equals tangible common equity divided by period end common shares outstanding. |
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(1) | For the nine months ended September 30, 2012, discontinued operations included operating results related to Saxon (reported in the Institutional Securities business |
| segment) and a pre-tax gain of $108 million and other operating income related to the sale of Quilter & Co. Ltd. (Quilter) (reported in the Wealth Management |
| business segment). |
(2) | On June 28, 2013, the Firm completed the purchase of the remaining 35% interest in the Morgan Stanley Smith Barney Joint Venture from Citigroup Inc. (Citi), increasing |
| the Firm's interest from 65% to 100%. During the quarter ended September 30, 2012, Morgan Stanley completed the purchase of an additional 14% stake in Morgan |
| Stanley Smith Barney Joint Venture from Citi, increasing the Firm’s interest from 51% to 65%. Prior to September 17, 2012, Citi’s results related to its 49% interest |
| were reported in net income (loss) applicable to nonredeemable noncontrolling interests. Due to the terms of the revised agreement with Citi, subsequent to the |
| purchase of the additional 14% stake, Citi’s results related to the 35% interest are reported in net income (loss) applicable to redeemable noncontrolling interests. |
(3) | Pre-tax profit margin percentages represent income from continuing operations before income taxes as a percentage of net revenues. |
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(1) | Reflects the regional view of the Firm's consolidated net revenues, on a managed basis. Further discussion regarding the geographic methodology for net |
| revenues is disclosed in Note 19 to the consolidated financial statements included in the Firm's 10-Q for the quarter ended June 30, 2013. |
(2) | The Firm calculates its Tier 1 capital, Tier 1 capital ratios and risk-weighted assets (“RWAs”) in accordance with the capital adequacy standards for financial |
| holding companies adopted by the Federal Reserve Board. These standards are based upon a framework described in the International Convergence of Capital |
| Measurement and Capital Standards, July 1988, as amended, also referred to as Basel I. On January 1, 2013, the U.S. banking regulators’ rules to implement |
| the Basel Committee’s market risk capital framework, commonly referred to as “Basel 2.5”, became effective, which increases capital requirements for |
| securitizations and correlation trading within the Firm's trading book, as well as incorporating add-ons for stressed VaR and incremental risk requirement. |
| The Firm's Tier 1 capital, Tier 1 capital ratios and RWAs for the quarters ended September 30, 2013 and June 30, 2013 were calculated under this revised framework. |
| The Firm's Tier 1 capital, Tier 1 capital ratios and RWAs for prior quarters have not been recalculated under this revised framework. Further discussion of Tier 1 capital, |
| Tier 1 common capital and RWAs is disclosed in Part I, Item 2 "Regulatory Requirements" included in the Firm's 2Q 2013 Form 10-Q. These computations are |
| preliminary estimates as of October 18, 2013 (the date of this release) and could be subject to revision in Morgan Stanley’s Quarterly Report on Form 10-Q for the |
| quarter ended September 30, 2013. |
(3) | The global liquidity reserve, which is held within the bank and non-bank operating subsidiaries, is comprised of highly liquid and diversified cash and |
| cash equivalents and unencumbered securities. Eligible unencumbered securities include U.S. government securities, U.S. agency securities, U.S. |
| agency mortgage-backed securities, FDIC-guaranteed corporate debt and non-U.S. government securities. |
(4) | The Firm's interest in the Morgan Stanley Smith Barney Joint Venture for the quarters ended September 30, 2013 and June 30, 2013 was 100% and for the |
| quarter ended September 30, 2012 was 65%. Goodwill and intangible balances included only the Firm's share of the Morgan Stanley Smith Barney Joint |
| Venture's goodwill and intangible assets, net of allowable mortgage servicing rights deduction for quarters ended September 30, 2013, June 30, 2013 and |
| September 30, 2012 of $7 million, $8 million and $6 million, respectively. |
(5) | Tangible common equity equals common equity less goodwill and intangible assets net of allowable mortgage servicing rights deduction and includes only |
| the Firm’s share of the Morgan Stanley Smith Barney Joint Venture’s goodwill and intangible assets. The Firm's interest in the Morgan Stanley Smith Barney |
| Joint Venture for the quarters ended September 30, 2013 and June 30, 2013 was 100% and for the quarter ended September 30, 2012 was 65%. |
(6) | Tier 1 leverage ratio equals Tier 1 capital divided by adjusted average total assets (which reflects adjustments for disallowed goodwill, certain intangible |
| assets, deferred tax assets and financial and non-financial equity investments). |
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(1) | The Firm’s capital estimation is based on the Required Capital framework, an internal capital adequacy measure which considers a risk-based |
| going concern capital after absorbing potential losses from extreme stress events at a point in time. Further discussion of the framework is disclosed in |
| Part I, Item 2 "Required Capital" included in the Firm's 2Q 2013 Form 10-Q. On January 1, 2013, the U.S. banking regulators’ rules to implement the Basel |
| Committee’s market risk capital framework, commonly referred to as “Basel 2.5”, became effective, which increased capital requirements for securitizations |
| and correlation trading within the Company's trading book, as well as incorporating add-ons for stressed VaR and incremental risk requirement. |
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(1) | Net income applicable to noncontrolling interests primarily represents the allocation to MUFG of Morgan Stanley MUFG Securities Co., Ltd, which the Firm |
| consolidates. |
(2) | Pre-tax profit margin percentages represent income from continuing operations before income taxes as a percentage of net revenues. |
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(1) | VaR represents the loss amount that one would not expect to exceed, on average, more than five times every one hundred trading days in the |
| Firm's trading positions if the portfolio were held constant for a one-day period. Further discussion of the calculation of VaR and the limitations |
| of the Firm's VaR methodology, is disclosed in Part II, Item 7A "Quantitative and Qualitative Disclosures about Market Risk" included in the |
| Firm's 2012 Form 10-K. |
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(1) | On June 28, 2013, the Firm completed the purchase of the remaining 35% interest in the Morgan Stanley Smith Barney Joint Venture from Citigroup Inc. (Citi), |
| increasing the Firm's interest from 65% to 100%. During the quarter ended September 30, 2012, Morgan Stanley completed the purchase of an additional 14% |
| stake in the Morgan Stanley Smith Barney Joint Venture from Citi, increasing the Firm’s interest from 51% to 65%. Due to the terms of the revised agreement |
| with Citi, subsequent to the purchase of the additional 14% stake, Citi’s results related to the 35% interest are reported in net income (loss) applicable to |
| redeemable noncontrolling interests. |
(2) | Pre-tax profit margin percentages represent income from continuing operations before income taxes as a percentage of net revenues. |
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(1) | Annualized revenue per representative is defined as annualized revenue divided by average representative headcount. |
(2) | Fee-based client account assets represent the amount of assets in client accounts where the basis of payment for services is a fee calculated on those assets. |
(3) | Client assets per representative represents total client assets divided by period end representative headcount. |
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(1) | The quarters ended September 30, 2013, June 30, 2013 and September 30, 2012 include investment gains (losses) for certain funds included in |
| the Firm's consolidated financial statements. The limited partnership interests in these gains were reported in net income (loss) applicable to |
| noncontrolling interests. |
(2) | Pre-tax profit margin percentages represent income from continuing operations before income taxes as a percentage of net revenues. |
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(1) | Real Estate Investing revenues include gains or losses related to investments held by certain consolidated real estate funds. |
| These gains or losses are offset in net income (loss) applicable to noncontrolling interest. The investment gains (losses) for the quarters |
| ended September 30, 2013, June 30, 2013 and September 30, 2012 are $67 million, $21 million and $51 million, respectively. |
(2) | Net Flows by region [inflow / (outflow)] for the quarters ended September 30, 2012, June 30, 2013 and September 30, 2012 are: |
| North America: $3.8 billion, $7.4 billion and $9.1 billion |
| International: $(2.0) billion, $2.4 billion and $1.7 billion |
(3) | Assets under management or supervision by region for the quarters ended September 30, 2013, June 30, 2013 and September 30, 2012 are: |
| North America: $230 billion, $219 billion and $212 billion |
| International: $130 billion, $128 billion and $119 billion |
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(1) | For the quarters ended September 30, 2013, June 30, 2013 and September 30, 2012 the percentage of Institutional Securities corporate funded loans held at fair |
| value by credit rating was as follows: |
| - % investment grade: 53%, 53% and 43% |
| - % non-investment grade: 47%, 47% and 57% |
(2) | For the quarters ended September 30, 2013, June 30, 2013 and September 30, 2012 the percentage of Institutional Securities corporate lending commitments held at |
| fair value by credit rating was as follows: |
| - % investment grade: 76%, 74% and 75% |
| - % non-investment grade: 24%, 26% and 25% |
(3) | For the quarters ended September 30, 2013, June 30, 2013 and September 30, 2012, Institutional Securities recorded $40.5 million, $6.0 million and $30.9 million, |
| respectively, related to the provision for funded loans and $13.4 million, $16.8 million and $33.4 million related to the provision for unfunded commitments, respectively. |
(4) | On September 30, 2013, June 30, 2013 and September 30, 2012, the "event-driven" portfolio of pipeline commitments and closed deals to non-investment grade |
| borrowers were $7.6 billion, $10.3 billion and $6.5 billion, respectively. |
(5) | In addition to primary corporate lending activity, the Institutional Securities business segment engages in other lending activity. These loans include corporate |
| loans purchased in the secondary market, commercial and residential mortgage loans, asset-backed loans and financing extended to equities and |
| commodities customers. |
(6) | For the quarters ended September 30, 2013, June 30, 2013 and September 30, 2012, Wealth Management recorded $0.6 million, $1 million and $0.7 million, |
| respectively, related to the provision for funded loans and there was no material provision recorded related to the unfunded commitments for each of the quarterly |
| periods presented. |
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(1) | Net inventory represents exposure to both long and short single-name and index positions (i.e., bonds and equities at fair value and CDS |
| based on notional amount assuming zero recovery adjusted for any fair value receivable or payable). At September 30, 2013, net exposures related to |
| purchased and sold single-name and index credit derivatives for the European Peripherals and France were $(111) million and $(1,403) million, respectively. |
(2) | Net counterparty exposure (i.e., repurchase transactions, securities lending and OTC derivatives) takes into consideration legally enforceable |
| master netting agreements and collateral. |
(3) | At September 30, 2013, the benefit of collateral received against counterparty credit exposure was $3.8 billion in the European Peripherals with 93% of |
| collateral consisting of cash and German government obligations and $5.7 billion in France with nearly all collateral consisting of cash and U.S. |
| government obligations. These amounts do not include collateral received on secured financing transactions. |
(4) | CDS adjustment represents credit protection purchased from European Peripherals’ banks on European Peripherals’ sovereign and financial |
| institution risk or French banks on French sovereign and financial institution risk. Based on the CDS notional amount assuming zero recovery |
| adjusted for any fair value receivable or payable. |
(5) | Represents CDS hedges (purchased and sold) on net counterparty exposure and funded lending executed by trading desks responsible for |
| hedging counterparty and lending credit risk exposures for the Firm. Based on the CDS notional amount assuming zero recovery adjusted |
| for any fair value receivable or payable. |
(6) | In addition, at September 30, 2013, the Firm had European Peripherals and French exposure for overnight deposits with banks of approximately |
| $155 million and $87 million, respectively. |
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(1) | Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) |
| are participating securities and are included in the computation of EPS pursuant to the two-class method. Restricted Stock Units ("RSUs") |
| that pay dividend equivalents subject to vesting are not deemed participating securities and are included in diluted shares outstanding |
| (if dilutive) under the treasury stock method. |
(2) | The percentage of weighted basic common shares and participating RSUs to the total weighted average of basic common shares |
| and participating RSUs. |
(3) | Represents net income from continuing operations, gain (loss) from discontinued operations (after-tax), and net income applicable |
| to Morgan Stanley for the quarter ended September 30, 2013 prior to allocations to participating RSUs. |
(4) | Distributed earnings represent the dividends declared on common shares and participating RSUs for the quarter ended September 30, 2013. |
| The amount of dividends declared is based upon the number of common shares outstanding as of the dividend record date. During |
| the quarter ended September 30, 2013, a $0.05 dividend was declared on common shares outstanding and participating RSUs. |
(5) | The two-class method assumes all of the earnings for the reporting period are distributed and allocated to the participating RSUs |
| what they would be entitled to based on their contractual rights and obligations of the participating security. |
(6) | Total income applicable to common shareholders to be allocated to the common shares in calculating basic and diluted EPS for |
| common shares. |
(7) | Total income applicable to common shareholders to be allocated to the participating RSUs reflected as a deduction to the numerator in |
| determining basic and diluted EPS for common shares. |
(8) | Basic and diluted EPS data are required to be presented only for classes of common stock, as described under the accounting guidance |
| for earnings per share. |